Exhibit 11.1

THOUSAND TRAILS, INC.
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(Dollars and common shares in thousands)

|                                                     |  |                   |        |                   |  |   |       | 
|---------------------------------------------------- |  | ----------------- | ------ | ----------------- |  | - | ----- | 
|                                                     |  | Nine Months Ended |        | Nine Months Ended
|                                                     |  | March 31, 2001    |        | March 31, 2000   
|                                                     |  |                   |        |                  
|BASIC:                                              
|                                                    
|                                                    
|                                                    
|                                                    
|Weighted average number of common shares outstanding |  |                   | 8,087  |                   |  |   | 7,981 | 
|                                                     |  |                   |        |                   |  |   |       | 
|Net income allocable to common shareholders          |  |                   | $3,546 |                   |  | $ | 3,056 | 
|                                                     |  |                   |        |                   |  |   |       | 
|Net income per common share
 basic                  |  |                   | $0.44  |                   |  | $ | 0.38  | 
|                                                     |  |                   |        |                   |  |   |       | 
|DILUTED:                                            
|                                                    
|                                                    
|                                                    
|                                                    
|Weighted average number of common shares outstanding |  |                   | 8,087  |                   |  |   | 7,981 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Weighted average common stock equivalents -         
|                                                    
|                                                    
|                                                    
|                                                    
|Dilutive options                                     |  |                   | 499    |                   |  |   | 624   | 
|                                                     |  |                   |        |                   |  |   |       | 
|Weighted average number of common shares outstanding |  |                   | 8,586  |                   |  |   | 8,605 | 
|                                                     |  |                   |        |                   |  |   |       | 
|Net income allocable to common shareholders          |  |                   | $3,546 |                   |  | $ | 3,056 | 
|                                                     |  |                   |        |                   |  |   |       | 
|Net income per common share  diluted                |  |                   | $0.41  |                   |  | $ | 0.35  | 
|                                                     |  |                   |        |                   |  |   |       | 

Page 32