**Exhibit 31.2**
CERTIFICATION
I, Harry J. White, Jr., 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 statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;
     Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;
     The registrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:
     (a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared;
     (b) Designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accountingprinciples;
     (c) Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and
     (d) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control overfinancial reporting; and
     The registrant’s other certifying officer(s) and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):
     (a) All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely 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 otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.     Date: March 29, 2004.  /s/ HARRY J. WHITE, JR.   Harry J. White, Jr.   Chief Financial Officer