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                                                                 EXHIBIT 10.32


                          AMENDMENT TO LOAN DOCUMENTS

         This Amendment to Loan Documents ("AMENDMENT") is made as of the 22nd 
of December, 1997, by and among SILVERLEAF RESORTS, INC., a Texas corporation,
whose address is 1221 Riverbend Drive, Dallas, Texas 75247, f/k/a SILVERLEAF
VACATION CLUB, INC. ("BORROWER") and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL
LLC, a Delaware limited liability company, as successor by merger to CS FIRST
BOSTON MORTGAGE CAPITAL CORP., a Delaware corporation, whose address is 11
Madison Avenue, New York, New York 10010-3629 ("LENDER").

                                    RECITALS

A        Lender and Borrower have heretofore entered into that certain Loan and
         Security Agreement dated October 9, 1996 (the "LOAN AGREEMENT"),
         pursuant to which Lender agreed to loan Borrower an aggregate sum not
         to exceed at any one time Forty Million and 00/100 Dollars
         ($40,000,000.00) (the "LOAN"). Those certain documents shown on the
         attached Table of Contents as incorporated as Exhibit A hereto and made
         a part hereof by this reference were executed in connection with the
         Loan.

B.       The Loan Agreement was amended on November 8, 1996 by Amendment No. 1
         to Revolving Loan and Security Agreement ("AMENDMENT NO. 1").

C.       Borrower has requested that Lender modify, extend and increase the
         Loan by an additional Twenty Million and 00/100 Dollars
         ($20,000,000.00) ("FIRST LOAN INCREASE").

D.       Said documents, as set forth on Exhibit A hereto, as amended, and all
         as further amended by this Amendment and the Amended and Restated
         Promissory Note No. 1 dated of even date herewith in the principal
         amount of Sixty Million and 00/100 Dollars ($60,000,000.00) attached
         hereto as Exhibit B and made a part hereof by this reference ("AMENDED
         NOTE") are hereinafter collectively referred to as the "LOAN 
         DOCUMENTS".

E.       In consideration of Borrower's ratification and confirmation of the
         Loan Documents, Lender has been induced by Borrower to amend and
         modify certain terms and conditions of the Loan Documents as set forth
         hereinbelow:

         NOW, THEREFORE, for Ten ($10.00) Dollars and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by
Borrower and Lender, said parties agree as follows:

         The recitals above set forth are true and correct and are incorporated
within this Amendment as though set forth herein at length. All defined terms
used herein and not otherwise defined shall have the meanings set forth in
the Loan Documents.

         1. Borrower acknowledges the validity, enforceability, and due
execution and delivery of each and every of the Loan Documents executed by
Borrower or delivered on behalf of said party. Borrower hereby further warrants
and represents to Lender that in addition to having no defense to
non-performance of any of the covenants, agreements, warranties or any defense
to any failure or omission in terms of any representation made in any of the
Loan Documents, that Lender has performed in each and every respect under said
Loan Documents and that said Loan Documents are binding and enforceable in
accordance with their terms against Borrower.
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         2. Section 1 of the Loan Agreement is amended so that the following
defined terms shall have the indicated meanings:

         1.3A    "Amended Note". That certain Amended and Restated Promissory
Note No. 1 dated December 22nd, 1997 made by Borrower payable to the order of
Lender in the original principal sum of $60,000,000.

         1.3B    "Amendment". That certain Amendment to Loan Documents, dated
as of December 22, 1997 among Borrower and Lender.

         1.10    "Borrowing Term". The period commencing on the date of this
Amendment and ending on the close of Lender's normal business hours on the date
(or if not a Business Day the first Business Day thereafter) which is
twenty-four (24) months from the date of this Amendment. The Borrowing Term
shall be extended for a period of twelve (12) months provided the Maturity Date
has been extended at least twelve (12) months.

         1.15    "Custodian" or "Custodian Agent". Bank One, Texas, National
Association, or its successors as Custodian, under the Custodian Agreement.

         1.30    "First Loan Increase". The increase in the Original Loan of
Twenty Million and 00/100 Dollars ($20,000,000.00).

         1.33    "Management Agreement(s)". That certain Management Agreement
entered into as of March 28, 1990, by and between Master Club and Borrower as
amended by First Amendment to Management Agreement entered into as of January
1, 1993 and further amended by the Second Amendment to Management Agreement
entered into as of December 18 1997; and Master Club Agreement entered into as
of March 28, 1990, by and between Master Club and Ozark Mountain Resort Club, a
Missouri non-profit corporation, Holiday Hills Resort Club, a Missouri
non-profit corporation, The Holly Lake Resort Club, a Texas non-profit
unincorporated association, The Villages Resort Club, a Texas non-profit
unincorporated association, The Villages Club, an unincorporated association,
Piney Shores Resort Club, a Texas non-profit unincorporated association, and
Hill Country Resort Club, a Texas non-profit unincorporated association as
amended by First Amendment to Master Club Agreement entered into as of March
28, 1990; and Master Club Agreement entered into as of November 20, 1997
between Master Club and Fox River Resort Club, an Illinois non-profit
corporation, and Master Club Agreement entered into September 29, 1997 between
Master Club and Timber Creek Resort Club, a Missouri non-profit corporation.

         1.34    "Master Deed(s)". The Master Deeds whereby the Resorts were
conveyed from Freedom Financial Corporation to Borrower:

                 (a)      Warranty Deed dated May 31, 1989, and recorded in
                          Volume 2915, Page 215 of the Real Property Records of
                          Smith County, Texas, and an Assignment of Development
                          and Contract Rights, dated May 31, 1989, and recorded
                          in Volume 2915, Page 274 of the Real Property Records
                          of Smith County, Texas;

                 (b)      Warranty deed Dated May 31, 1989, and recorded in
                          Book 194, Page 854 of the Deed Records of Stone
                          County, Missouri, and an Assignment of Development

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                          Rights, Warranties, Service Contracts, and Trade Name
                          dated May 31, 1989, and recorded in Book 135, Page
                          360 of the Deed Records of Stone County, Missouri;

                 (c)      Warranty Deed dated May 31, 1989, and recorded in
                          Volume 1162, Page 519 of the Real Property Records of
                          Wood County, Texas, and an Assignment of Development
                          Rights, Warranties, Service Contracts, and Trade Name
                          dated May 31, 1989, and recorded in Volume 1162, Page
                          526 of the Real Property Records of Wood County,
                          Texas;

                 (d)      Warranty Deed dated May 31, 1989, and recorded under
                          Clerk's File No. 8922886 of the Real Property Records
                          of Montgomery County, Texas, and an Assignment of
                          Development Rights, Warranties, Service Contracts,
                          and Trade Name dated May 31, 1989, and recorded under
                          Clerk's File No. 8922887 of the Real Property Records
                          of Montgomery County, Texas.

                 (e)      Warranty Deed dated May 31, 1989, and recorded in
                          Book 300, Page 650 of the Recorder of Deeds of Taney
                          County, Missouri, and an Assignment of Development
                          Rights, Warranties, Service Contracts, and Trade Name
                          dated May 31, 1989, and recorded in Book 301, Page
                          331 of the Recorder of Deeds of Taney County,
                          Missouri;

                 (f)      Warranty Deed dated May 31, 1989 and recorded in
                          Volume 679, Page 29 of the Real Property Records of
                          Comal County, Texas, and an Assignment of Development
                          Rights, Warranties, Service Contracts and Trade Name
                          dated May 31, 1989, and recorded in Volume 679, Page
                          36 of the Real Property Records of Comal County,
                          Texas.

                 (g)      Special Warranty Deed dated August 1, 1997, recorded
                          in Book 784 at Page 1189 of the Deed Records of
                          Jefferson County, Missouri, on August 8, 1997; and

                 (h)      Special Warranty Deed dated August 1, 1997 bearing
                          Document No. R97-12710, Pages 1-6, recorded in the
                          LaSalle County, Illinois Property Records on August
                          11, 1997.

         1.35    "Maturity Date". Twenty-four (24) months after the date
of this Amendment, which may be extended for an additional period of one year
upon a request of Lender accompanied by a payment of one percent (1%) of the
difference between the Maximum Loan Amounts and the then principal balance of
the Loan.

         1.36    "Maximum Loan Amount". Sixty Million and 00/100 Dollars 
($60,000,000.00).

         1.40    "Note". The Amended Note of even date herewith from
Borrower to Lender in the original principal amount of $60,000,000 as it may be
from time to time be renewed, amended, restated or replaced.

         1.62    "Time-Share Associations" or sometimes "Associations".
Ozark Mountain Resort Club, a Missouri non-profit corporation; Holiday Hills
Resort Club, a Missouri non-profit corporation; Hill Country Resort Club, a
Texas non-profit unincorporated organization; Piney Shores Resort Club, a Texas
non-profit

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unincorporated association; Holly Lake Resort Club, a Texas non-profit
unincorporated association; The Villages Resort Club, a Texas non-profit
unincorporated association; Timber Creek Resort Club, a Missouri non-profit
corporation; and Fox River Resort Club, an Illinois non-profit corporation.

         3. Each and every reference in the Loan Agreement and each and
every other of the Loan Documents to (a) Forty Million ($40,000,000) Dollars
shall be and are amended to Sixty Million Dollars ($60,000,000) Dollars, and
(b) the Note shall be deemed a reference to the Amended Note.

         4. Borrower shall pay Lender an additional Structuring
Advisory Fee payable in accordance with a separate letter agreement between the
parties.

         5. Section 6.17 of the Loan Agreement shall be amended in its entirety 
as follows:

            "6.17 Borrower shall maintain an aggregate minimum net
            worth of not less than $17,500,000."

         6. Exhibit "K" to the Loan Agreement shall be amended by
adding the legal descriptions, attached hereby as Exhibit "K", of Fox River
Resort and Timber Creek Resort.

         7. Borrower shall provide Lender with such other documents and
take such actions as Lender and its counsel deem reasonably necessary to
preserve Lender's security and priority and enforceability of the Loan
Documents and shall reconfirm and redeliver any document, instrument and
information set forth in Section 4.1 of the Loan Agreement prior to any
Advance, at Lender's request.

         8. This Amendment shall control and prevail in the event of
any conflict or inconsistency between any of the Loan Documents and this
Amendment.

         9. (a)     Borrower does hereby acknowledge, confirm and agree to the 
prompt and immediate payment of all sums due Lender from Borrower and of all
indebtedness of Borrower to Lender, and for the immediate performance and prompt
compliance by Borrower of all obligations of Borrower.

            (b)     Borrower does hereby waive, discharge and release forever 
any and all existing claims, counterclaims, defenses, demands, and rights of
set-off that it or they may have against Lender or with regard to Loan Documents
as modified thereby, or which may affect the validity or enforceability by
Lender of its various rights and remedies under the Loan Documents, and each
further acknowledges and agrees that the waiver, discharge and release herein
contained represent an essential part of the consideration bargained for and
received by Lender in consideration of its agreements hereunder.

            (c)     Borrower represents and warrants that the Loan Documents, 
as modified herein, constitute a good and valid lien on the Collateral as more
particularly described in the Loan Documents.

            (d)     As additional consideration for Lender's agreements 
hereunder, Borrower does hereby reconfirm and does re-grant to Lender a security
interest in the personal property making up the Collateral, if any, as security
for all indebtedness now or hereafter due from Borrower to Lender under the Loan
Documents and the Collateral for the Loan.

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            (e)     The terms, conditions, covenants, and agreements hereof 
shall be binding upon the heirs, personal representatives, successors, and
assigns of the parties hereto and shall inure to the benefit of the successors
and assigns of Lender.

            (f)     Borrower hereby acknowledges that under no circumstances 
is Lender obligated to make additional financing available, for any purpose,
after the Availability Period.

            (g)     Borrower shall pay all costs and expenses, including 
attorneys fees, incurred for the preparation, recording and implementation of
this Amendment.

            (h)     This Amendment shall be governed by and shall be 
construed in accordance with the laws of the State of New York.

            (i)     Whenever the singular number is used herein, the same 
shall include the plural, and the masculine and/or feminine and the natural
and/or artificial persons shall include all genders, whenever and wherever the
context so requires or admits.

            (j)     Lender may, at any time and from time to time, waive any 
one or more of the provisions of this Amendment, but any such waiver shall be
deemed to be made in pursuance of this Amendment and not in modification
thereof, and any such waiver in any instance or under any particular
circumstances shall not be considered a waiver of such condition in any other
instance or other circumstances.

            (k)     Any waiver or modification of the terms of this Amendment 
by Lender shall be in writing and shall be signed by an authorized officer of
Lender. No delay or omission of the part of Lender in exercising any right
hereunder shall operate as a waiver of that right or of any other right
thereunder or hereunder.

            (l)     Time is of the essence under this Amendment with respect 
to Borrower's performance hereunder.

            (m)     In the event any one or more of the provisions contained 
herein shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall, at the
option of the Lender, not affect any provisions herein, but this Amendment shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.


            (n)     This Amendment may be executed in any number of 
counterparts, each of which shall be an original, but such shall together  
constitute but one and the same instrument.

            (o)     In the event governmental entities, agencies
or department determine that this Amendment requires that additional
documentary or intangible stamps taxes are necessary, Borrower hereby agrees to
immediately pay such taxes. Borrower shall further pay any interest or
penalties which may accrue due to the requirement of additional documentary or
intangible stamp taxes and shall indemnify, defend and save and hold harmless
Lender from and against any and all claims or liabilities arising from the
requirements of such additional taxes. Failure on the part of Borrower to pay
these additional taxes when due shall be constitute an additional default under
the Loan Documents.

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            (p)     Waiver of Jury Trial. LENDER AND BORROWER HEREBY 
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT ANY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AMENDMENT TO LOAN DOCUMENTS AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OR CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY PARTY
HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO
THIS AMENDMENT TO LOAN DOCUMENTS.

        6. The execution, delivery and performance by Borrower of the 
Amendment and ratification of the Loan Documents has been duly authorized by all
necessary corporate action and does not and will not (i) violate any provision
of the Borrower's Articles of Incorporation or By-Laws or any agreement, law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award presently in effect to which Borrower is a party or is subject; (ii)
result in, or require the creation or imposition of, any lien upon or with
respect to any asset of Borrower other than liens and security interests in
favor of Lender; and (iii) result in a breach of, or constitute a default by
Borrower under, any indenture, loan or credit agreement or any other agreement,
document, instrument or certificate to which Borrower is a party or by which it
or any of its assets are bound or affected.

        Except as above expressly amended, the terms and conditions of the 
Loan Documents remain in continuing full force and effect and are ratified and
confirmed by Borrower and Lender.

         Executed as of the 22nd day of December, 1997.



                                     BORROWER:

                                     SILVERLEAF RESORTS, INC.,
                                     a Texas corporation

         
                                     By: /s/ ROBERT MEAD
                                        -------------------------------------
                                             ROBERT MEAD, Chief Executive 
                                             Officer

                                                (Corporate Seal)

                                     LENDER:

                                     CREDIT SUISSE FIRST BOSTON
                                     MORTGAGE CAPITAL LLC., a Delaware
                                     limited liability company, as successor by
                                     merger to CS FIRST BOSTON MORTGAGE
                                     CAPITAL CORP., a Delaware corporation

                                     By: /s/ DAVID ARZI
                                        -------------------------------------
                                             DAVID ARZI, Vice President
                                                   (Corporate Seal)





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                        LIST OF EXHIBITS TO EXHIBIT 10.32


Exhibit A                            Table of Contents of Loan Documents

Exhibit B                            Amended and Restated Promissory Note No. 1




The above-listed exhibits are omitted from this filing. Registrant agrees to
furnish supplementally a copy of any omitted exhibit to the Commission upon
request.







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