**SECOND
        AMENDED AND RESTATED BYLAWS**
 **OF**
 **SILVERLEAF
        RESORTS, INC.**
 
 
 
 
 
 
 
 
 
 
 TABLE
              OF CONTENTS
  PageARTICLE
                      I
                  1Section
                      1 - ANNUAL MEETING
                  1Section
                      2 - SPECIAL MEETING
                  1Section
                      3 - NOTICE OF MEETING
                  1Section
                      4 - NOMINATION AND SHAREHOLDER BUSINESS
                  1(a)
                      Annual
                      Meeting of Shareholders
                  1(b)
                      Special
                      Meetings of Shareholders
                  2Section
                      5 - QUORUM
                  3Section
                      6 - VOTING
                  4Section
                      7 - VOTING OF STOCK BY CERTAIN HOLDERS
                  4Section
                      8 - PROXIES
                  5Section
                      9 - PLACE OF MEETING
                  5Section
                      10 - INFORMAL ACTION
                  5ARTICLE
                      II
                  5Section
                      1 - POWERS
                  5Section
                      2 - NUMBER AND TENURE
                  5Section
                      3 - VACANCIES
                  5Section
                      4 - REGULAR MEETINGS
                  6Section
                      5 - SPECIAL MEETING
                  6Section
                      6 - NOTICE
                  6Section
                      7 - QUORUM
                  6Section
                      8 - MANNER OF ACTING
                  6Section
                      9 - COMPENSATION
                  7Section
                      10 - INFORMAL ACTION
                  7Section
                      11 - MEETING BY CONFERENCE TELEPHONE
                  7Section
                      12 - REMOVAL
                  7Section
                      13 - RESIGNATION
                  7ARTICLE
                      III
                  7Section
                      1 - COMMITTEES
                  7Section
                      2 - MINUTES
                  8Section
                      3 - INFORMAL ACTION
                  8ARTICLE
                      IV
                  8Section
                      1 - NUMBER
                  8Section
                      2 - ELECTION AND VENUE
                  8Section
                      3 - REMOVAL; RESIGNATION
                  9Section
                      4 - VACANCIES
                  9Section
                      5 - CHIEF EXECUTIVE OFFICER
                  9Section
                      6 - CHIEF OPERATING OFFICER
                  9Section
                      7 - CHIEF FINANCIAL OFFICER
                  9Section
                      8 - CHAIRMAN OF THE BOARD
                  10Section
                      9 - PRESIDENT
                  10Section
                      10 - VICE PRESIDENT
                  10Section
                      11 - SECRETARY
                  10Section
                      12 - ASSISTANT SECRETARY
                  11Section
                      13 - TREASURER
                  11Section
                      14 - ASSISTANT TREASURER
                  11Section
                      15 - OTHER OFFICERS
                  11Section
                      16 - SALARIES
                  11Section
                      17 - SPECIAL APPOINTMENTS
                  11ARTICLE
                      V
                  12Section
                      1 - CONTRACTS
                  12Section
                      2 - LOANS
                  12Section
                      3 - CHECKS, DRAFTS, ETC.
                  12Section
                      4 - DEPOSITS
                  12ARTICLE
                      VI
                  13Section
                      1 - ISSUE
                  13Section
                      2 - TRANSFER OF SHARES
                  13Section
                      3 - STOCK LEDGER
                  13ARTICLE
                      VII
                  13ARTICLE
                      VIII
                  14ARTICLE
                      IX
                  14ARTICLE
                      X
                  14
  
 **SILVERLEAF
        RESORTS, INC.**
 
 **SECOND
        AMENDED AND RESTATED BYLAWS**
 
 ARTICLE
        I
 SHAREHOLDERS
 
 Section
        1
        - ANNUAL MEETING
 
 The
        annual meeting of the shareholders of the Corporation shall be held in May
        of
        each year at the time and place as shall be designated by the Board of Directors
        by resolution and stated in the notice of the meeting. The business to be
        transacted at the annual meeting shall include the election of directors
        and any
        other corporate business as may come before the meeting.
 
 Section
        2
        - SPECIAL MEETING
 
 At
        any
        time in the intervals between annual meetings, a special meeting of the
        shareholders may be called by the Chief Executive Officer or by the Board
        of
        Directors, and shall be called by the Chief Executive Officer at the request
        in
        writing of shareholders owning ten percent (10%) in amount of the entire
        capital
        stock of the Corporation issued and outstanding and entitled to vote. Such
        request shall state the purpose or purposes of the proposed meeting. No business
        shall be transacted at a special meeting save that specially named in the
        notice.
 
 Section
        3
        - NOTICE OF MEETING
 
 Not
        less
        than ten (10) days nor more than sixty (60) days before the date of every
        shareholders' meeting, the Secretary shall give to each shareholder entitled
        to
        vote at such meeting and to each shareholder not entitled to vote who is
        entitled to notice by statute, written or printed notice stating the date,
        time
        and place of the meeting and in the case of a special meeting, the purpose
        or
        purposes for which the meeting is called, either by presenting it to the
        shareholder personally or by leaving it at the shareholder's residence or
        usual
        place of business or by mailing it to the shareholder at the shareholder's
        address as it appears on the records of the Corporation. Notice which is
        mailed
        in accordance with the preceding sentence shall be deemed to be given at
        the
        time when the same shall be deposited in the United States mail with postage
        thereon prepaid. Any shareholder may waive notice of any meeting by written
        waiver filed with the records of the meeting, either before or after the
        holding
        thereof. The attendance of a shareholder at a meeting shall constitute a
        waiver
        of notice of such meeting, except where a shareholder attends a meeting for
        the
        express purpose of objecting to the transaction of any business because the
        meeting is not lawfully called or convened. No business shall be transacted
        at a
        special meeting save that specially named in the notice.
 
 Section
        4
        - NOMINATION AND SHAREHOLDER BUSINESS
 
 (a)  Annual
        Meeting of Shareholders
 
 (1)  Nominations
        of persons for election to the Board of Directors and the proposal of business
        to be considered by shareholders may be made at an annual meeting of
        shareholders (i) pursuant to the Corporation's notice of the meeting, (ii)
        by or
        at the direction of the Board of Directors or (iii) by any shareholder of
        the
        Corporation who was a shareholder of record at the time of giving of notice
        provided for in this Section 4(a) who is entitled to vote at the meeting
        and who
        has complied with the notice procedure set forth in this Section
        4(a).
 
 
 (2)  For
        nominations or other business to be properly brought before an annual meeting
        by
        a shareholder pursuant to clause (iii) of paragraph (a)(l) of this Section
        4,
        the shareholder must have given timely notice thereof in writing to the
        Secretary of the Corporation. To be timely, a shareholder's notice shall
        be
        delivered to the Secretary at the principal executive offices of the Corporation
        not less than 60 days nor more than 90 days prior to the first anniversary
        of
        the preceding year's annual meeting; provided, however, that in the event
        that
        the date of the annual meeting is advanced by more than 30 days or delayed
        by
        more than 60 days from such anniversary date, notice by the shareholder to
        be
        timely must be so delivered not earlier than the 90th day prior to such annual
        meeting and not later than the close of business on the later of the 60th
        day
        prior to such annual meeting or the 10th day following the day on which public
        announcement of the date of such meeting is first made. Such shareholder's
        notice shall set forth (i) as to each person whom the shareholder proposes
        to
        nominate for election or reelection as a director all information relating
        to
        such person that is required to be disclosed in solicitations of proxies
        for
        election of directors, or is otherwise required, in each case pursuant to
        Regulation 14A under the Securities Exchange Act of 1934 as amended ("The
        Exchange Act") (including such person's written consent to being named in
        the
        proxy statement as a nominee and to serving as a director if elected); (ii)
        as
        to any other business that the shareholder proposes to bring before the meeting,
        a brief description of the business desired to be brought before the meeting,
        the reasons for conducting such business at the meeting and any material
        interest in such business of such shareholder and of the beneficial owner,
        if
        any, on whose behalf the proposal is made; and (iii) as to the shareholder
        giving the notice and the beneficial owner, if any, on whose behalf the
        nomination or proposal is made, (x) the name and address of such shareholder,
        as
        they appear on the Corporation's books, and of such beneficial owner and
        (y) the
        class and number of shares of stock of the Corporation which are
        owned
 beneficially
        and of record by such shareholder and such beneficial owner.
 
 (3)  Notwithstanding
        anything in the second sentence of Paragraph (a)(2) of this Section 4 to
        the
        contrary, in the event that the number of directors to be elected to the
        Board
        of Directors is increased and there is no public announcement naming all
        of the
        nominees for director or specifying the size of the increased Board of Directors
        made by the Corporation at least 70 days prior to the first anniversary of
        the
        preceding year's annual meeting, a shareholder's notice required by this
        Section
        4(a) shall also be considered timely, but only with respect to nominees for
        any
        new positions created by such increase, it shall be delivered to the Secretary
        at the principal executive offices of the Corporation not later than the
        close
        of business on the 10th day following the day on which such public announcement
        is first made by the Corporation.
 
 (b)  Special
        Meetings of Shareholders
 
 Only
        such
        business shall be conducted at a special meeting of shareholders as shall
        have
        been brought before the meeting pursuant to the Corporation's notice of meeting.
        Nominations of persons for election to the Board of Directors may be made
        at a
        special meeting of shareholders at which directors are to be elected (i)
        pursuant to the Corporation's notice of meeting; (ii) by or at the direction
        of
        the Board of Directors; or (iii) provided that the Board of Directors has
        determined that directors shall be elected at such special meeting, by any
        shareholder of the corporation who is a shareholder of record at the time
        of
        giving of notice provided for in this Section 4(b) who is entitled to vote
        at
        the meeting and who complied with the notice procedures set forth in this
        Section 4(b). In the event the Corporation calls a special meeting of
        shareholders for the purpose of electing one or more directors to the Board
        of
        Directors, any such shareholder may nominate a person or persons (as the
        case
        may be) for election to such position as specified in the Corporation's notice
        of meeting, if the shareholder's notice required by paragraph (a)(2) of this
        Section 4 shall be delivered to the Secretary at the principal executive
        offices
        of the Corporation not earlier than the 90th day prior to such special meeting
        and not later than the close of business on the later of the 60th day prior
        to
        such special meeting or the tenth day following the day on which public
        announcement is first made of the date of the special meeting and of the
        nominees proposed by the Board of Directors to be elected at such
        meeting.
 
 
 (c)  General
 
 (1)  Only
        such
        persons who are nominated in accordance with the procedures set forth in
        this
        Section 4 shall be eligible to serve as directors and only such business
        shall
        be conducted at a meeting of shareholders as shall have been brought before
        the
        meeting in accordance with the procedures set forth in this Section 4. The
        presiding officer of the meeting shall have the power and duty to determine
        whether a nomination or any business proposed to be brought before the meeting
        was made in accordance with the procedures set forth in this Section 4 and
        if
        any proposed nomination of business in not in compliance with this Section
        4, to
        declare that such defective nomination or proposal be disregarded.
 
 (2)  For
        purposes of this Section 4, "public announcement" shall mean disclosure in
        a
        press release reported by the Dow Jones News Service, Associated Press or
        comparable news service or in a document publicly filed by the Corporation
        with
        the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
        of
        the Exchange Act.
 
 (3)  Notwithstanding
        the foregoing provisions of this Section 4, a shareholder shall also comply
        with
        all applicable requirements of state law and of the Exchange Act and the
        rules
        and regulations thereunder with respect to the matters set forth in this
        Section
        4. Nothing in this Section 4 shall be deemed to affect any rights of
        shareholders to request inclusion of proposals in the Corporation's proxy
        statement pursuant to Rule l4a-8 under the Exchange Act.
 
 Section
        5
        - QUORUM
 
 At
        any
        meeting of shareholders the presence in person or by proxy of shareholders
        entitled to cast a majority of the votes thereat shall constitute a quorum;
        but
        this section shall not affect any requirement under any statute or the Articles
        of Incorporation (the "Articles") of the Corporation for the vote necessary
        for
        the adoption of any measure. A majority of the votes cast at a meeting of
        shareholders, duly called and at which a quorum is present, shall be sufficient
        to take or authorize action upon any matter which may properly come before
        the
        meeting unless more than a majority of votes is required by statute, by the
        Articles of the Corporation or by these Bylaws.
 
 
 In
        the
        absence of a quorum, a majority of the shares represented in person or by
        proxy
        may adjourn the meeting from time to time not more than thirty (30) days
        without
        further notice other than by announcement at such meeting. At such adjourned
        meeting at which a quorum shall be present, any business may be transacted
        which
        might have been transacted at the meeting originally called. If the adjournment
        is for more than thirty (30) days or if after adjournment a new record date
        is
        fixed for the adjourned meeting, a notice of the adjourned meeting shall
        be
        given to each shareholder entitled to vote at the meeting.
 
 Section
        6
        - VOTING
 
 Each
        share of Common Stock shall be entitled to one (1) vote.
 
 Section
        7
        - VOTING OF STOCK BY CERTAIN HOLDERS
 
 Stock
        registered in the name of a corporation, partnership, trust or other entity
        if
        entitled to be voted may be voted by the president or vice president, a general
        partner, or trustee thereof as the case may be, or a proxy appointed by any
        of
        the foregoing individuals, unless some other person who has been appointed
        to
        vote such stock pursuant to a bylaw or a resolution of the board of directors
        of
        such corporation or other entity presents a certified copy of such bylaw
        or
        resolution, in which case such person may vote such stock. Any director or
        other
        fiduciary may vote stock registered in the name of such fiduciary, either
        in
        person or by proxy.
 
 Shares
        of
        stock of the Corporation directly or indirectly owned by it shall not be
        voted
        at any meeting and shall not be counted in determining the total number of
        outstanding shares entitled to be voted at any given time unless they are
        held
        by it in a fiduciary capacity in which case they may be voted and shall be
        counted in determining the total number of outstanding shares at any given
        time.
 
 The
        Board
        of Directors may adopt, by resolution, a procedure by which a shareholder
        may
        certify, in writing to the Corporation that any shares of stock registered
        in
        the name of the shareholder are held for the account of a specified person
        other
        than a shareholder. The resolutions shall set forth: (i) the class of
        shareholders who may make the certification, (ii) the purpose for which the
        certification may be made, (iii) the form of certification and the information
        to be contained in it, (iv) if
        the
        certification is with respect to a record date fixed for the purpose of
        determining shareholders' rights, the time after the record date within which
        the certification must be reviewed by the Corporation, and (v)
        any
        other provisions with respect to the procedure which the Board of Directors
        considers necessary or desirable. On receipt of such certification, the person
        specified in the certification shall be regarded as, for the purposes set
        forth
        in the certification, the shareholder of record of the specified stock in
        place
        of the shareholder who makes certificates.
 
 A
        proxy
        representing shares of stock voted by a broker, bank or other institutional
        investor which does not state the manner in which the shares shall be voted
        on a
        proposal shall be counted as present at the meeting for purposes of determining
        whether a quorum exists, but shall be treated as not voted for purposes of
        determining whether the requisite vote has been obtained, and therefore will
        have no effect on the outcome of the vote on any matter.
 
 
 Section
        8
        - PROXIES
 
 At
        all
        meetings of shareholders, a shareholder may vote the shares owned of record
        by
        the shareholder either in person or by proxy executed in writing by the
        shareholder or by the shareholder's duly authorized attorney in fact. Such
        proxy
        shall be filed with the Secretary of the Corporation before or at the time
        of
        the meeting. No proxy shall be valid after eleven (11) months from the date
        of
        its execution unless otherwise provided in the proxy.
 
 Section
        9
        - PLACE OF MEETING
 
 The
        Board
        of Directors may designate any place, either within or without the state
        of
        Texas, as the place of meeting for any annual or special meeting of
        shareholders. If no designation is made, or if a special meeting be otherwise
        called, the place of the meeting shall be the principal office of the
        Corporation.
 
 Section
        10 - INFORMAL ACTION
 
 Any
        action required or permitted to be taken at a meeting of shareholders may
        be
        taken without a meeting if there is filed with the records of shareholders
        meetings a written consent of the holders of the Corporation's voting shares
        outstanding having not less than the minimum number of votes that would be
        necessary to take such action at a meeting at which holders of all shares
        entitled to vote on the action were present and voted. Prompt notice of the
        taking of any action by shareholders without a meeting by less than unanimous
        written consent shall be given to those shareholders who did not consent
        in
        writing to the action.
 
 ARTICLE
        II
 DIRECTORS
 
 Section
        1
        - POWERS
 
 The
        business and affairs of the Corporation shall be managed by its Board of
        Directors, which may exercise all of the powers of the Corporation, except
        such
        as are by statute or by the Articles or Bylaws of the Corporation expressly
        conferred upon or reserved to the shareholders.
 
 Section
        2
        - NUMBER AND TENURE
 
 At
        any
        regular meeting or at any special meeting called for that purpose, a majority
        of
        the entire Board of Directors may establish, increase or decrease the number
        of
        directors, provided that the number thereof shall not be less than five (5),
        nor
        more than thirteen (13), and further provided that the tenure of office of
        a
        director shall not be affected by any decrease in the number of directors.
        Each
        director shall serve for a term ending on the date of the annual meeting
        of
        shareholders following the annual meeting at which such director was elected
        and
        until the director's successor is elected and qualified, or until the director's
        resignation, removal (in accordance with the Articles and these Bylaws) or
        death.
 
 
 Section
        3
        - VACANCIES
 
 Any
        vacancy occurring on the Board of Directors shall be filled by the election
        by
        the remaining directors at any regular or special meeting, except that a
        vacancy
        resulting from an increase in the number of directors shall be filled by
        a
        majority vote of the entire Board of Board Directors. A director elected
        to fill
        a vacancy shall be elected for the unexpired term of the director's predecessor
        in office, provided that a director elected to fill a vacancy resulting from
        an
        increase in the number of directors shall be elected to serve until the next
        annual meeting of shareholders and until the director's successor is elected
        and
        qualifies.
 
 Section
        4
        - REGULAR MEETINGS
 
 The
        Board
        of Directors shall meet for the purpose of the election of officers and the
        transaction of other business as soon as practicable after each annual meeting
        of shareholders. Other regular meetings of the Board of Directors shall be
        held
        at such times and such places, either within or without the State of Texas,
        as
        may be designated from time to time by the Chief Executive Officer or by
        the
        Board of Directors.
 
 Section
        5
        - SPECIAL MEETING
 
 Special
        meetings of the Board of Directors may be called by the Chief Executive Officer
        or by a majority of the directors. The person or persons authorized to call
        special meetings of the Board of Directors may fix any place, either within
        or
        without the State of Texas, as the place for holding the special meeting
        of the
        Board of Directors called by such person or persons.
 
 Section
        6
        - NOTICE
 
 Notice
        of
        every regular or special meeting of the Board shall be given to each director
        at
        least two (2) days prior thereto either by written notice delivered personally
        or mailed or telegrammed to the director's last known business or residence
        address or by personal telephone call. Notice which is mailed in accordance
        with
        the preceding sentence shall be deemed to be given at the time when the same
        shall be deposited in the United States mail with postage thereon prepaid.
        Any
        director may waive notice of any meeting by written waiver filed with the
        records of the meeting, either before or after the holding thereof. The
        attendance of a director at a meeting shall constitute a waiver of notice
        of
        such meeting, except where a director attends a meeting for the express purpose
        of objecting to the transaction of any business because the meeting is not
        lawfully called or convened. Neither the business to be transacted at, nor
        the
        purpose of, any regular or special meeting of the Board of Directors need
        be
        specified in the notice or waiver of notice of such meeting.
 
 Section
        7
        - QUORUM
 
 A
        majority of the Board of Directors shall constitute a quorum for the transaction
        of business, but if less than such quorum is present at a meeting, a majority
        of
        the directors present may adjourn the meeting from time to time without further
        notice other than announcement at the meeting, until a quorum shall be
        present.
 
 
 Section
        8
        - MANNER OF ACTING
 
 The
        action of a majority of the directors present at a meeting at which a quorum
        is
        present shall constitute action of the Board of Directors unless the concurrence
        of a greater proportion is required for such action by statute, by the Articles
        of the Corporation or by these Bylaws.
 
 Section
        9
        - COMPENSATION
 
 By
        resolution of the Board of Directors a fixed sum and expenses, if any, of
        attendance at each regular or special meeting of the Board of Directors or
        of
        committees hereof, and other compensation for their services as such or on
        committees of the Board of Directors, may be paid to the directors. No such
        payment shall preclude any director from serving the Corporation in any other
        capacity and receiving compensation therefor, pursuant to a resolution of
        the
        Board of Directors.
 
 Section
        10 - INFORMAL ACTION
 
 Any
        action required or permitted to be taken at any meeting of the Board of
        Directors may be taken without a meeting if a written consent to such action
        is
        signed by all members of the Board of Directors and such written consent
        is
        filed with the minutes of proceedings of the Board of Directors.
 
 Section
        11 - MEETING BY CONFERENCE TELEPHONE
 
 Members
        of the Board of Directors may participate in a meeting by means of a conference
        telephone or similar communications equipment if all persons participating
        in
        the meeting can hear each other at the same time. Participating in a meeting
        by
        such means constitutes presence in person at a meeting.
 
 Section
        12 - REMOVAL
 
 A
        director may be removed, with or without cause, upon the affirmative vote
        of not
        less than two-thirds (2/3) of the votes entitled to be cast in the election
        of
        members of the Board of Directors.
 
 Section
        13 - RESIGNATION
 
 A
        director may resign at any time by giving written notice to the Board of
        Directors, the President or the Secretary of the Corporation. Unless otherwise
        specified in the notice, the resignation shall take effect upon the receipt
        thereof by the Board of Directors or such officer and the acceptance of such
        resignation shall not be necessary to make it effective.
 
 
 
 ARTICLE
        III
 COMMITTEES
 
 Section
        1
        - COMMITTEES
 
 The
        Board
        of Directors may appoint from among its members an executive committee and
        other
        committees composed of two (2) or more directors and delegate to these
        committees in the intervals between meetings of the Board of Directors any
        of
        the powers of the Board of Directors, except the power to declare dividends
        or
        distributions on stock, approve any merger or share exchange which does not
        require shareholder approval, amend the Bylaws, issue stock other than as
        permitted by statute, or recommend to the shareholders any action which requires
        shareholder approval. Each committee may fix rules of procedure for its
        business. A majority of the members of a committee shall constitute a quorum
        for
        the transaction of business and the act of a majority of those present at
        a
        meeting at which a quorum is present shall be the act of the committee. The
        members of a committee present at any meeting, whether or not they constitute
        a
        quorum, may appoint a director to act in place of an absent member. The members
        of a committee may conduct any meeting thereof by conference telephone in
        accordance with the provisions of Article II, Section 11.
 
 Section
        2
        - MINUTES
 
 Each
        committee shall keep regular minutes of its meetings and report the
 same
        to
        the Board of Directors when required.
 
 Section
        3
        - INFORMAL ACTION
 
 Any
        action required or permitted to be taken at any committee meeting may be
        taken
        without a meeting if a written consent to such action is signed by all of
        the
        members of the committee and such written consent is filed with the minutes
        of
        proceedings of the Board of Directors.
 
 ARTICLE
        IV
 OFFICERS
 
 Section
        1
        - NUMBER
 
 The
        officers of the Corporation shall include a Chief Executive Officer, President,
        any number of Vice Presidents, a Secretary, any number of Assistant Secretaries,
        a Treasurer, any number of Assistant Treasurers and may include a Chairman
        of
        the Board (or one or more Chairmen of the Board), a Vice Chairman of the
        Board,
        a Chief Operating Officer, a Chief Financial Officer and such other officers
        as
        the Board of Directors may elect. Any two (2) offices may be held by the
        same
        person, except those of President and Vice President, but no officer shall
        execute, acknowledge or verify any instrument in more than one capacity,
        if such
        instrument is required to be executed, acknowledged or verified by any two
        (2)
        or more officers. In addition, the Board of Directors may from time to time
        appoint such other officers with such powers and duties as they shall deem
        necessary or desirable.
 
 
 Section
        2
        - ELECTION AND VENUE
 
 The
        officers of the Corporation shall be elected by the Board of Directors at
        the
        first meeting of the Board of Directors held after each annual meeting of
        the
        shareholders, or as soon after such first meeting as may be convenient, except
        that the Chief Executive Officer may appoint one or more vice presidents,
        assistant secretaries and assistant treasurers. Each officer shall hold office
        until the officer's successor shall have been duly elected and shall have
        qualified, or until the officer's death or until the officer shall resign
        or
        shall have been removed in the manner hereinafter provided.
 
 The
        Board
        of Directors may, at any time, and from time to time, authorize the making
        or
        adoption by the Corporation of special contracts with an officer or officers
        for
        services of such officer or officers for a fixed period and on such terms
        and
        conditions, and with such powers, duties and compensation, as may be fixed
        by
        such contract, and may elect such officer or officers for such term or terms
        as
        may be specified by such contract.
 
 Section
        3
        - REMOVAL; RESIGNATION
 
 Any
        officer or agent of the Corporation may be removed by the Board of Directors
        whenever, in its judgment, the best interests of the Corporation will be
        served
        thereby, but such removal shall be without prejudice to the contract rights,
        if
        any, of the person so removed. An officer may resign at any time by giving
        written notice to the Board of Directors, the President or the Secretary
        of the
        Corporation. Unless otherwise specified in the notice, the resignation shall
        take effect upon the receipt thereof by the Board of Directors or such officer,
        and the acceptance of such resignation shall not be necessary to make it
        effective.
 
 Section
        4
        - VACANCIES
 
 A
        vacancy
        in an office may be filled by the Board of Directors for the unexpired portion
        of the term.
 
 Section
        5
        - CHIEF EXECUTIVE OFFICER
 
 The
        Board
        of Directors shall designate a Chief Executive Officer. In the absence of
        such
        designation, the Chairman of the Board (or, if more than one, the co-chairmen
        of
        the Board in the order designated at the time of their election or, in the
        absence of any designation, then, in the order of their election) shall be
        the
        Chief Executive Officer of the Corporation. The Chief Executive Officer shall
        have general responsibility for implementation of the policies of the
        Corporation, as determined by the Board of Directors, and for the management
        of
        the business and affairs of the Corporation. In addition, the Chief Executive
        Officer, together with the President, shall have the power to determine the
        cash
        compensation of employees of the Corporation other than its Senior Executive
        Officers.
 
 
 Section
        6
        - CHIEF OPERATING OFFICER
 
 The
        Board
        of Directors may designate a Chief Operating Officer. The Chief Operating
        Officer shall have the responsibilities and duties as set forth by the Board
        of
        Directors or the Chief Executive Officer.
 
 Section
        7
        - CHIEF FINANCIAL OFFICER
 
 The
        Board
        of Directors may designate a Chief Financial Officer. The Chief Financial
        Officer shall have the responsibilities and duties as set forth by the Board
        or
        Directors or the Chief Executive Officer.
 
 Section
        8
        - CHAIRMAN OF THE BOARD
 
 The
        Board
        of Directors may designate a Chairman of the Board (or one or more co-chairmen
        of the Board). The Chairman of the Board shall preside over the meeting of
        the
        Board of Directors and of the shareholders at which the Chairman of the Board
        shall be present. If there be more than one, the co-chairmen designated by
        the
        Board of Directors will perform such duties. The Chairman of the Board shall
        perform such other duties as may be assigned to the Chairman of the Board
        or the
        co-chairmen by the Board of Directors.
 
 Section
        9
        - PRESIDENT
 
 The
        President shall, in general, supervise and administer all of the business
        and
        affairs of the Corporation, subject to the control of the Board of Directors
        or
        the Chief Executive Officer. The President may sign and execute all authorized
        bonds, contracts or other obligations in the name of the Corporation. In
        general, the President shall have all powers and shall perform all duties
        incident to the office of President and such as may from time to time be
        prescribed by the Board of Directors or the Chief Executive
        Officer.
 
 Section
        10 - VICE PRESIDENT
 
 In
        the
        absence or incapacity of the President, or in the event of a vacancy in the
        office of President, the Vice President, if one (or in the event there be
        more
        than one, the Vice Presidents in the order designated by the Board of Directors,
        or, in the absence of such designation, then in the order of their election),
        shall have the powers and perform the duties of President. A Vice President
        shall also have such powers and perform such duties as may from time to time
        be
        prescribed by the Board of Directors or by the President. A Vice President
        may
        have such additional descriptive designations, if any, in the Vice President's
        title as may be assigned by the Board of Directors.
 
 Section
        11 - SECRETARY
 
 The
        Secretary shall attend all meetings of the Board of Directors and all meetings
        of the shareholders and record all the proceedings of the meetings thereof
        in a
        book to be kept for that purpose and shall perform like duties for the standing
        committees when required. The Secretary shall give, or cause to be given,
        notice
        of all meetings of the shareholders of the Board of Directors, and shall
        perform
        such other duties incident to the office of Secretary as from time to time
        may
        be prescribed by the Board of Directors or by the President, under whose
        supervision the Secretary shall be. The Secretary shall have general charge
        of
        the stock ledger and custody of the corporate records and of the seal of
        the
        Corporation and the Secretary, or an Assistant Secretary, shall have authority
        to affix the same to any instrument requiring it and when so affixed, it
        may be
        attested by the Secretary's signature or by the signature of such Assistant
        Secretary. The Board of Directors may give general authority to any other
        officer to affix the seal of the Corporation and to attest the affixing by
        the
        officer's signature.
 
 
 Section
        12 - ASSISTANT SECRETARY
 
 The
        Assistant Secretary, if one (1) (or if there be more than one (1), the Assistant
        Secretaries in the order determined by the Board of Directors, or, in the
        absence of such determination, then in the order of their election) shall,
        in
        the absence of the Secretary or in the event of the Secretary's inability
        or
        refusal to act, perform the duties and exercise the powers of the Secretary
        and
        shall perform such other duties and have such other powers as the Board of
        Directors may from tine to time prescribe.
 
 Section
        13 - TREASURER
 
 The
        Treasurer shall have general charge of the financial affairs of the Corporation.
        The Treasurer shall in general have all powers and perform all duties incident
        to the office of Treasurer and such as may from time to time be prescribed
        by
        the Board of Directors or by the President.
 
 If
        required by the Board of Directors, the Treasurer shall give the Corporation
        a
        bond (which shall be renewed every six (6) years) in such sum and with such
        surety or sureties as shall be satisfactory to the Board of Directors for
        the
        faithful performance of the duties of the Treasurer's office and for the
        restoration to the Corporation, in case of the Treasurer's death, resignation,
        retirement or removal from office, of all books, papers, vouchers, money
        and
        other property of whatever kind in the Treasurer's possession or under the
        Treasurer's control belonging to the Corporation.
 
 Section
        14 - ASSISTANT TREASURER
 
 The
        Assistant Treasurer, if one (1) (or if there shall be more than one (1),
        the
        Assistant Treasurers in the order determined by the Board of Directors, or
        if
        there be no such determination, then in the order of their election), shall
        in
        the absence of the Treasurer or in the event of the Treasurer's inability
        or
        refusal to act, perform the duties and exercise the powers of the Treasurer
        and
        shall perform such other duties and have such other powers as the Board of
        Directors may from time to time prescribe.
 
 Section
        15 - OTHER OFFICERS
 
 Such
        other officers as may be elected by the Board of Directors shall have such
        powers and perform such duties as the Board may from time to time
        prescribe.
 
 
 Section
        16 - SALARIES
 
 The
        salaries of the officers shall be fixed from time to time by the Board of
        Directors, and no officer shall be prevented from receiving such salary by
        reason of the fact that the officer is also a director of the
        Corporation.
 
 Section
        17 - SPECIAL APPOINTMENTS
 
 In
        the
        absence or incapacity of any officer, or in the event of a vacancy in any
        office, the Board of Directors may designate any person to fill any such
        office
        pro tempore or for any particular purpose.
 
 ARTICLE
        V
 CONTRACTS,
        LOANS, CHECKS AND DEPOSITS
 
 Section
        1
        - CONTRACTS
 
 The
        Board
        of Directors may authorize any officer or officers, agent or agents, to enter
        into any contract or execute and deliver any instrument in the name of and
        on
        behalf of the Corporation, and such authority may be general or confined
        to
        specific instances.
 
 Section
        2
        - LOANS
 
 No
        loans
        shall be contracted on behalf of the Corporation and no evidence of indebtedness
        shall be issued in its name unless authorized by a resolution of the Board
        of
        Directors. Such authority may be general or confined to specific
        instances.
 
 Section
        3
        - CHECKS, DRAFTS, ETC.
 
 All
        checks, drafts or other orders for the payment of money, notes or other
        evidences of indebtedness issued in the name of the Corporation, shall be
        signed
        by such officer or officers of the Corporation and in such manner as shall
        from
        time to time be determined by resolution of the Board of Directors.
 
 Section
        4
        - DEPOSITS
 
 All
        funds
        of the Corporation not otherwise employed shall be deposited from time to
        time
        to the credit of the Corporation in such banks, trust companies or other
        depositories as the Board of Directors may select.
 
 
 
 ARTICLE
        VI
 ISSUE
        AND TRANSFER OF STOCK
 
 Section
        1
        - ISSUE
 
 Certificates
        representing shares of the Corporation shall be in such form as shall be
        determined by the Board of Directors. Each certificate shall be signed by
        the
        Chief Executive Officer, the President or a Vice President and countersigned
        by
        the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
        Treasurer, and shall be sealed with the corporate seal. The signatures may
        be
        either manual or facsimile signatures, and the seal may be the actual corporate
        seal or a facsimile of it or in any other form. All certificates surrendered
        to
        the Corporation for transfer shall be cancelled, and no new certificates
        shall
        be issued until the former certificate or certificates for a like number
        of
        shares shall have been surrendered and cancelled, except that in case of
        a lost,
        stolen, destroyed or mutilated certificate, a new one may be issued therefor
        upon such terms and indemnity to the Corporation as the Board of Directors
        may
        prescribe.
 
 Section
        2
        - TRANSFER OF SHARES
 
 Transfer
        of shares of the Corporation shall be made only on its stock transfer books
        by
        the holder of record thereof, or by the holder's attorney thereunto authorized
        by power of attorney duly executed and filed with the secretary of the
        Corporation, and on surrender for cancellation of the certificate for such
        shares. The person in whose name shares stand on the books of the Corporation
        shall be deemed to be the owner thereof for all purposes.
 
 Section
        3
        - STOCK LEDGER
 
 The
        Corporation shall maintain a stock ledger which contains the name and address
        of
        each shareholder and the number of shares of stock of each class which the
        shareholder holds. The stock ledger may be in written form or in any form
        which
        can be converted within a reasonable time into written form for visual
        inspection. The original or a duplicate of the stock ledger shall be kept
        at the
        principal office or the principal executive offices of the Corporation in
        the
        State of Texas.
 
 ARTICLE
        VII
 FIXING
        DATE FOR DETERMINATION
 OF
        SHAREHOLDERS' RIGHTS
 
 The
        Board
        of Directors may fix, in advance, a date as the record date for the purpose
        of
        determining shareholders entitled to notice of, or to vote at, any meeting
        of
        shareholders, or shareholders entitled to receive payment of any dividend
        or the
        allotment of any rights or in order to make a determination of shareholders
        for
        any other proper purpose. Only shareholders of record on such date shall
        be
        entitled to notice of, and to vote at, such meeting or to receive such dividends
        or rights, as the case may be, notwithstanding any transfer of any stock
        on the
        books of the Corporation after such record date fixed as aforesaid. A
        determination of shareholders of record entitled to notice of or to vote
        at a
        meeting of shareholders shall apply to any adjournment of the meeting, provided,
        however, that the Board of Directors may fix a new record date for the adjourned
        meeting.
 
 
 
 ARTICLE
        VIII
 AMENDMENTS
 
 Subject
        to applicable law and the Articles of the Corporation, by affirmative vote
        of
        the holders of not less than a majority of the shares of stock entitled to
        vote,
        the shareholders shall have the right to adopt, alter and repeal Bylaws.
        Subject
        to the right of the shareholders provided in the preceding sentence, the
        Board
        of Directors shall have the power to adopt, alter and repeal
        Bylaws.
 
 ARTICLE
        IX
 FISCAL
        YEAR
 
 The
        fiscal year of the corporation shall be fixed by resolution of the Board
        of
        Directors.
 
 ARTICLE
        X
 INDEMNIFICATION
 
 The
        Corporation shall indemnify, in the manner and to the fullest extent permitted
        by law, any person who is or was a party to, or is threatened to be made
        a party
        to, any threatened, pending or completed action, suit or proceeding, whether
        or
        not by or in the right of the Corporation and whether civil, criminal,
        administrative, investigative or otherwise, by reason of the fact that such
        person is or was a director or officer of the Corporation, or that such person,
        while an officer or director of the Corporation, is or was serving at the
        request of the Corporation as a director, officer, partner or trustee of
        another
        corporation, partnership, trust, employee benefit plan or other enterprise.
        To
        the fullest extent permitted by law, the indemnification provided herein
        shall
        include expenses (including attorneys' fees), judgments, fines and amounts
        paid
        in settlement and any such expenses may be paid by the Corporation in advance
        of
        the final disposition of any such action, suit or proceeding. Upon authorization
        by the Board of Directors, the Corporation may indemnify employees and/or
        agents
        of the Corporation to the same extent provided herein for directors and
        officers. Any repeal or modification of any of the foregoing sentences of
        this
        Article X shall be prospective in operation and effect only, and shall not
        adversely affect any right to indemnification or advancement of expenses
        hereunder existing at the time of any such repeal or modification.
 
 The
        indemnification and reimbursement of expenses provided herein shall not be
        deemed to limit the right of the Corporation to indemnify any other person
        against any liability and expenses to the fullest extent permitted by law,
        nor
        shall it be deemed exclusive of any other right to which any person seeking
        indemnification from the Corporation may be entitled under any agreement,
        the
        Articles, a vote of the shareholders or disinterested directors, or otherwise,
        both as to action in such person's official capacity as an officer or director
        of the Corporation and as to action in another capacity at the request of
        the
        Corporation, while acting as an officer or director of the
        Corporation.
 
 
 **CERTIFICATE**
 
 I,
        Sandra G. Cearley, hereby certify that I am the Secretary of Silverleaf
        Resorts, Inc., a Texas corporation (the "Corporation"); and that the foregoing
        Amended and Restated Bylaws were adopted as the Bylaws of the Corporation
        effective the 8th day of November, 2005, by the unanimous written consent
        of all
        of the Directors of the Corporation.
 
 IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
        Corporation this 8th day of November, 2005.
 
 
 (S
        E A
        L)       /S/
        SANDRA G. CEARLEY
 Sandra G. Cearley, Secretary