**Exhibit 31.2**
**CERTIFICATION**
I, Harry J. White, Jr., certify that:
1. I have reviewed this quarterly report of Silverleaf Resorts, Inc.; 2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the periodcovered by this report; 3. Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in allmaterial respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented inthis report; 4. The registrant’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during theperiod in which this report is being prepared;
(b) Designed such internal control over financial reporting, orcaused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and thepreparation of financial statements for external purposes inaccordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this reportbased on such evaluation; and
(d) Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):
(a) All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financialinformation; and
(b) Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’sinternal control over financial reporting.
Date: November 12, 2004. /s/ HARRY J. WHITE, JR. Harry J. White, Jr.Chief Financial Officer