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                                                                        Ex. 14.1

                            SILVERLEAF RESORTS, INC.

                                 CODE OF ETHICS
                         FOR CHIEF EXECUTIVE OFFICER AND
                           SENIOR FINANCIAL EXECUTIVES

1. PURPOSE OF CODE OF ETHICS

         The purpose of this Code of Ethics is to promote the honest and ethical
conduct of our Chief Executive Officer and Senior Financial Executives
(described below), including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; to
promote full, fair, accurate, timely and understandable disclosure in periodic
reports required to be filed by Silverleaf Resorts, Inc. (the "Company"); and to
promote compliance with all applicable rules and regulations that apply to the
Company and its officers.

2. INTRODUCTION

         This Code of Ethics is applicable to the Company's chief executive
officer ("CEO"), chief financial officer, chief operating officers, chief
administrative officer, chief accounting officer and comptroller (or any persons
performing similar functions, together, the "Senior Financial Executives").
References in this Code of Ethics to the Company means the Company or any of its
subsidiaries.

         While we expect honest and ethical conduct in all aspects of our
business from all of our employees, we expect the highest possible honest and
ethical conduct from our CEO and Senior Financial Executives. As a CEO or Senior
Financial Executive, you are an example for other employees and we expect you to
foster a culture of transparency, integrity and honesty. Compliance with this
Code of Ethics is a condition to your employment and any violations of the Code
may result in disciplinary action, up to and including termination of your
employment.

         Waivers of this Code may be made only by the Board or the Audit
Committee and will be disclosed in accordance with applicable law.

3. CONFLICTS OF INTEREST

         A conflict of interest occurs when your private interests interfere, or
appear to interfere, in any way, with the interests of the Company as a whole.
Conflicts of interest can also arise when you take action or you or a member of
your family have interests that may make it difficult for you to perform your
duties to the Company effectively. Any potential or actual conflicts of interest
must be disclosed to the Chairman of the Audit Committee, and the officer in
question must comply with any measure that may be required by the Audit
Committee in order to avoid or eliminate such conflict. Although we cannot list
every conceivable conflict, following are some common examples that illustrate
actual or apparent conflicts of interest that should be avoided:

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         3.1. IMPROPER PERSONAL BENEFITS FROM THE COMPANY

                  Conflicts of interest arise when an officer or a member of his
         or her family receives improper personal benefits as a result of his or
         her position in the Company. You may not accept any benefits from the
         Company that have not been duly authorized and approved pursuant to
         Company policy and procedure, including any Company loans or guarantees
         of your personal obligations.

         3.2. FINANCIAL INTERESTS IN OTHER BUSINESSES

                  You should avoid having an ownership interest in any other
         enterprise if that interest compromises or appears to compromise your
         loyalty to the Company. For example, you may not own an interest in a
         company that competes with the Company or that does business with the
         Company (such as a supplier) unless you obtain the written approval of
         the Audit Committee Chairman before making any such investment.
         However, it is not typically considered, and the Company does not
         consider it, a conflict of interest (and therefore prior written
         approval is not required) to make investments in competitors, clients
         or suppliers that are listed on a national or international securities
         exchange so long as the total value of the investment is less than one
         percent (1%) of the outstanding stock of the corporation and the amount
         of the investment is not so significant that it would affect your
         business judgment on behalf of the Company.

         3.3 BUSINESS ARRANGEMENTS WITH THE COMPANY

                  Without the prior written approval of the Audit Committee
         Chairman, you may not participate in a joint venture, partnership or
         other business arrangement with the Company.

         3.4. CORPORATE OPPORTUNITIES

                  If you learn of a business or investment opportunity through
         the use of corporate property or information or your position at the
         Company, such as from a competitor or actual or potential supplier or
         business associate of the Company (including a principal, officer,
         director or employee of any of the above), you may not participate in
         the business or make the investment without the prior written approval
         of Audit Committee Chairman. Such an opportunity should be considered
         an investment opportunity for the Company the first instance.

         3.5. OUTSIDE EMPLOYMENT OR ACTIVITIES WITH A COMPETITOR

                  Simultaneous employment with or serving as a director of a
         competitor of the Company is strictly prohibited, as is any activity
         that is intended to or that you should reasonably expect to advance a
         competitor's interests at the expense of the Company's interests. You
         may not market products or services in competition with the Company's
         current or potential business activities. It is your responsibility to
         consult with the Audit Committee Chairman to determine whether a
         planned activity will compete with any of the Company's business
         activities before you pursue the activity in question.

         3.6. OUTSIDE EMPLOYMENT WITH A SUPPLIER

                  Without the prior written approval of the Audit Committee
         Chairman, you may not be a supplier or be employed by, serve as a
         director of or represent a supplier to the Company. Without

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         the prior written approval of the Audit Committee Chairman, you may not
         accept money or benefits of any kind from a third party as compensation
         or payment for any advice or services that you may provide to a client,
         supplier or anyone else in connection with its business with the
         Company.

         3.7. FAMILY MEMBERS WORKING IN THE INDUSTRY

                  If your spouse or significant other, your children, parents,
         or in-laws, or someone else with whom you have a familial relationship
         is a competitor or supplier of Company or is employed by one, you must
         disclose the situation to the Audit Committee Chairman so that the
         Audit Committee may assess the nature and extent of any concern and how
         it can be resolved. You must carefully guard against inadvertently
         disclosing Company confidential information and being involved in
         decisions on behalf of the Company that involve the other enterprise.

If you have any doubt as to whether or not conduct would be considered a
conflict of interest, please consult with the Audit Committee Chairman.

4. ACCURATE PERIODIC REPORTS AND OTHER PUBLIC COMMUNICATIONS

         As you are aware, full, fair, accurate, timely and understandable
disclosure in our periodic reports filed with the SEC and in our other public
communications is required by SEC rules and is essential to our continued
success. Please exercise the highest standard of care in preparing such
materials. We have established the following guidelines in order to ensure the
quality of our periodic reports.

         -        All Company accounting records, as well as reports produced
         from those records, must be kept and presented in accordance with the
         laws of each applicable jurisdiction.

         -        All records must fairly and accurately reflect the
         transactions or occurrences to which they relate.

         -        All records must fairly and accurately reflect in reasonable
         detail the Company's assets, liabilities, revenues and expenses.

         -        The Company's accounting records must not contain any false or
         intentionally misleading entries.

         -        No transaction may be intentionally misclassified as to
         accounts, departments or accounting periods or in any other manner.

         -        All transactions must be supported by accurate documentation
         in reasonable detail and recorded in the proper account and in the
         proper accounting period.

         -        No information may be concealed from the internal auditors or
         the independent auditors.

         -        Compliance with Generally Accepted Accounting Principles and
         the Company's system of internal accounting controls is required at all
         times.

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5. COMPLIANCE WITH LAWS AND ETHICS CODE

         You are expected to comply with both the letter and spirit of all
applicable governmental rules and regulations and this Code, and to report any
suspected violations of applicable governmental rules and regulations or this
Code to the Chairman of the Audit Committee. No one will be subject to
retaliation because of a good faith report of a suspected violation. If you fail
to comply with this Code or any applicable laws or regulations, you may be
subject to disciplinary measures, up to and including discharge.

6. NO RIGHTS CREATED

         This Code is a statement of certain fundamental principles, policies
and procedures that govern the Company's CEO, and Senior Financial Executives in
the conduct of the Company's business. It is not intended to and does not create
any rights in any employee, customer, supplier, competitor, shareholder or any
other person or entity.

ADOPTED: DECEMBER 16, 2003

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