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                                                                       Ex. 10.54

                                   [TFC LOGO]

TEXTRON FINANCIAL CORPORATION                           333 EAST RIVER DRIVE
SUBSIDIARY OF TEXTRON INC.                              SUITE 104
                                                        EAST HARTFORD, CT 06108
                                                        (860) 282-7776 PHONE
                                                        (860) 282-9053 FAX

Robert E. Mead, Chief Executive Officer
Silverleaf Resorts, Inc.
1221 Riverbend Drive, Suite 105
Dallas, TX 75221

March 5, 2004

Re:      $10,000,000 credit facility [Inventory Loan] (the "Loan") provided to
         Silverleaf Resorts, Inc. ("Borrower") pursuant to that certain Amended
         and Restated Loan and Security Agreement (Inventory Loan) dated as of
         March 5, 2004 by and between Borrower and Textron Financial Corporation
         ("TFC") (the "Loan Agreement")

Dear Bob:

Reference is hereby made to the Loan Agreement. All capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Loan Agreement.

This letter shall confirm that, in connection with the Inventory Loan to be
provided in connection with that certain Amended and Restated Loan and Security
Agreement (Inventory Loan) between Borrower and TFC dated as of March 5, 2004,
the Loan Documents are hereby modified in part, effective as of the date hereof,
as follows:

         1.       All references to the term "Inventory Loan" in the Loan
                  Documents shall mean, singly and collectively, that certain
                  $10,000,000 timeshare interval inventory loan and that certain
                  $8,000,000 timeshare interval inventory loan provided by TFC
                  to Borrower pursuant to that certain Amended and Restated Loan
                  and Security Agreement dated as of March 5, 2004 by and
                  between Borrower and TFC, as the same may hereafter be amended
                  from time to time.

         2.       All references to the term "Inventory Loan Note" in the Loan
                  Documents shall mean: (i) that certain Amended and Restated
                  Secured Promissory Note dated April 30, 2002, by Silverleaf
                  Resorts, Inc. in favor of Textron Financial Corporation, in
                  the original principal amount of Ten Million Dollars
                  ($10,000,000.00); and (ii) that certain Secured Promissory
                  Note dated March 5, 2004, by Silverleaf Resorts, Inc. in favor
                  of Textron Financial Corporation, in the original principal
                  amount of Eight Million Dollars ($8,000,000.00), as the same
                  may hereafter be amended from time to time.

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This Letter Amendment ("Letter Amendment") may be executed in two or more
counterparts, all of which together shall be considered a single instrument.
Delivery of an executed counterpart of a signature page to this Letter Amendment
by facsimile shall be effective as delivery of a manually executed counterpart
of this Letter Amendment.

Except as expressly set forth herein, this Letter Amendment does not constitute
a waiver of any term or condition of the Loan, and the Loan Agreement and the
Loan Documents shall remain in full force and effect.

Please confirm your acknowledgement of and agreement with the terms of this
Letter Amendment by signing in the appropriate space below.

                                             Very truly yours,
                                             TEXTRON FINANCIAL CORPORATION,
                                             a Delaware corporation

                                              /S/ JOHN D'ANNIBALE
                                             -----------------------------------
                                             By:  John D'Annibale
                                             Its: Vice President

The undersigned party acknowledges its agreement with the terms and conditions
of this Letter Amendment:

                                             SILVERLEAF RESORTS, INC.

                                              /S/ HARRY J. WHITE, JR.
                                             -----------------------------------
                                             By:  Harry J. White, Jr.
                                             Its: CFO