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                                                                   EXHIBIT 10.46




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                            SECOND AMENDMENT TO 1997
                              STOCK OPTION PLAN FOR
                            SILVERLEAF RESORTS, INC.










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                            SECOND AMENDMENT TO 1997
                              STOCK OPTION PLAN FOR
                            SILVERLEAF RESORTS, INC.


         This SECOND AMENDMENT ("Second Amendment") to the 1997 Stock Option
Plan dated May 15, 1997, (the "Plan") for Silverleaf Resorts, Inc. (the
"Company") is unanimously adopted by the Compensation Committee as of the 19th
day of November, 1999.

                                R E C I T A L S:

         A. Section 8.9 of the Plan contains restrictions on the transfer of
Shares of the Company issued pursuant to Incentive Options under the Plan; and

         B. The Compensation Committee has determined that it would be in the
best interests of the Company to amend the provisions of Section 8.9 to provide
lesser restrictions on the transfer of Shares issued pursuant to future Options
granted under the Plan.

                               A M E N D M E N T:


         SECTION 1 AMENDMENT. Pursuant to the powers granted to the Compensation
Committee under Section 12.2 of the Plan, the Committee hereby revokes Section
8.9 of the Plan for Options granted under the Plan on or after the date hereof
and replaces it with a new Section 8.9 which provides as follows:

                  SECTION 8.9 Restrictions on Transfer of Stock. The Company may
         endorse such legend or legends upon the certificates for Shares issued
         upon exercise of an Option and may issue such "stop transfer"
         instructions to its transfer agent in respect of such Shares as, in its
         discretion, it determines to be necessary or appropriate to (i) prevent
         a violation of, or to perfect an exemption from, the registration
         requirements of the Securities Act, (ii) implement the provisions of
         the Plan and any agreement between the Company and the Participant with
         respect to such Shares, or (iii) permit the Company to determine the
         occurrence of a disqualifying disposition, within the meaning of
         Section 421(b) of the Code, of Shares transferred upon exercise of an
         Incentive Option granted under the Plan. No Shares acquired by a
         Participant pursuant to a Option shall be sold or otherwise disposed of
         within a period of six (6) months following the date of acquisition of
         such Shares, unless either the grant of the Option is approved by the
         Board of Directors, or a committee of the Board of Directors that is
         composed solely of two or more non-employee directors as defined in
         Rule 16b-3 of the Exchange Act, or the grant of the Option is approved
         or ratified, in compliance with Section 14 of the Exchange Act, by
         either: the affirmative votes of the holders of a majority of the
         securities of the Company present, or represented, and entitled to vote
         at a meeting duly held in accordance with the applicable laws of the
         state or other jurisdiction in which the Company is incorporated, or
         the written consent of the holders of a majority of the securities

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         of the Company entitled to vote, provided that such ratification occurs
         no later than the date of the next annual meeting of the shareholders.

         SECTION 2 EFFECTIVE DATE. This Amendment shall be effective as of the
date hereof as to all Options granted under the Plan on or after the date
hereof. The restrictions contained in Section 8.9 of the Plan, as in effect
prior to the date hereof, shall continue to apply to Options granted under the
Plan prior to the date hereof.

         SECTION 3 RATIFICATION. Except as amended by this Amendment, all of the
terms and provisions of the Plan, as amended, are hereby ratified and confirmed.

         Adopted as of the 19th day of November, 1999.


                                           COMPENSATION COMMITTEE


                                           /s/ JAMES B. FRANCIS, JR.
                                           -------------------------------------
                                           James B. Francis, Jr.



                                           /s/ MICHEAL A. JENKINS
                                           -------------------------------------
                                           Michael A. Jenkins