**Exhibit
          31.1**
 
 **CERTIFICATION**
 
 I,
          Robert
          E. Mead, certify that:
 
 I
          have
          reviewed this annual report, as amended, of Silverleaf Resorts, Inc. Based
          on my
          knowledge, this report does not contain any untrue statement of a material
          fact
          or omit to state a material fact necessary to make the statements made,
          in light
          of the circumstances under which such statements were made, not misleading
          with
          respect to the period covered by this report;
 
 Based
          on
          my knowledge, the financial statements, and other financial information
          included
          in this report, fairly present in all material respects the financial condition,
          results of operations and cash flows of the registrant as of, and for,
          the
          periods presented in this report;
 
 The
          registrant's other certifying officer(s) and I are responsible for establishing
          and maintaining disclosure controls and procedures (as defined in Exchange
          Act
          Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
          (as
          defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
          and
          have:
 
 (a)
          Designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure
          that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;
 
 (b)
          Designed such internal control over financial reporting, or caused such
          internal
          control over financial reporting to be designed under our supervision,
          to
          provide reasonable assurance regarding the reliability of financial reporting
          and the preparation of financial statements for external purposes in accordance
          with generally accepted accounting principles;
 
 (c)
          Evaluated the effectiveness of the registrant’s disclosure controls and
          procedures and presented in this report our conclusions about the effectiveness
          of the disclosure controls and procedures, as of the end of the period
          covered
          by this report based on such evaluation; and
 
 (d)
          Disclosed in this report any change in the registrant's internal control
          over
          financial reporting that occurred during the registrant's most recent fiscal
          quarter (the registrant's fourth fiscal quarter in the case of an annual
          report)
          that has materially affected, or is reasonably likely to materially affect,
          the
          registrant's internal control over financial reporting; and
 
 The
          registrant's other certifying officer(s) and I have disclosed, based on
          our most
          recent evaluation of internal control over financial reporting, to the
          registrant's auditors and the audit committee of the registrant's board
          of
          directors (or persons performing the equivalent functions):
 
 (a)
          All
          significant deficiencies and material weaknesses in the design or operation
          of
          internal control over financial reporting which are reasonably likely to
          adversely affect the registrant's ability to record, process, summarize
          and
          report financial information; and
 
 (b)
          Any
          fraud, whether or not material, that involves management or other employees
          who
          have a significant role in the registrant's internal control over financial
          reporting.
 
 Date:
                  March 20, 2006.
                By:
                /s/ ROBERT
                  E.
                  MEADRobert
                    E. Mead
                  Chief
                    Executive Officer
 
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