The planned expansion will more than double the number of existing units and significantly upgrade recreation areas at the 122-acre resort overlooking Canyon Lake. As part of this improvement plan, Silverleaf recently completed more than $3 million in construction, including a new 8,500 square foot recreation center, a 3,000 square foot pool, an 18-hole miniature golf course and 16 spacious President�s units.

Silverleaf will unveil these improvements to the public at an open house from 5 to 7 p.m. on Tuesday, July 27. The event will also include resort tours and a ribbon cutting by the Canyon Lake Chamber of Commerce.

Silverleaf Resorts, one of the largest timeshare companies in the world, owns and/or manages 22 resort locations in 11 states. A publicly traded company on the New York Stock Exchange, Silverleaf serves more than 80,000 owners.

Hill Country Resort, on FM 306 overlooking Canyon Lake, has 189 units, a covered pool, horseback riding stables and a number of other recreational amenities.

Robert Mead, Silverleaf Chairman and CEO, said, �We are making significant improvements to the Hill Country Resort because it is extremely popular with our owners. Also, based on projected sales figures, we have plans for significant growth of the resort. The good news for the local community is that this will mean more jobs, a large tax base and more tourist dollars pouring into the area.�

Silverleaf has received jurisdictional approval for an additional $21.5 million in construction over the next five to seven years. This includes a new 16,800 square foot Welcome Center, satellite recreation areas, 92 more President�s units and 150 Lodge Getaway units.

The new recreation center will be the hub of the resort�s amenities. It will house an activities area; a fitness center with a workout area, tanning beds and saunas; and a Kid�s Club with a big screen theater, video arcade and common area for organized activities.  The center also includes a food court and a laundromat.

Enhancing the pool area, with an existing covered pool and hot tub, is a fountain-fed outdoor swimming pool with a view of Canyon Lake. Silverleaf also replaced an existing miniature golf course with a new 18-hole course designed to provide exciting challenges to both children and adults.

Rich earth tones, high-quality Adirondack furniture and tasteful accents combine to create a timeless design, and help Silverleaf vacationers really feel that they�ve �gotten away from it all.� Each unit includes unique, handcrafted hickory furniture, deeply cushioned chairs and sofas, a mirrored whirlpool hot tub, a fully equipped kitchen and a furnished balcony.

This back-to-nature look also is reflected in the exterior construction of the lodges, which are all built with natural materials. Rather than using vinyl siding or other synthetic products, Silverleaf designers chose top-quality cedar wood lap siding. To capture the look of an old-fashioned country tin roof, standing metal roofs complement the lodge feel of the resort.

Mead concluded, �Owners have responded very positively to our approach to resort design�offering a quality product at affordable prices. We give families a beautiful resort filled with great recreational amenities within a one- to two-hour drive. Hill Country Resort is a perfect example of the type of quality amenities and construction we are developing at all of our resorts.�

Based in Dallas, Silverleaf Resorts, Inc. currently owns and/or operates 22 resort locations in various stages of development.  Silverleaf has a managed ownership base of over 80,000. 

This release contains certain forward-looking statements that involve risk and uncertainties and actual results may differ materially from those anticipated. The Company is subject to specific risks associated with the timeshare industry, the regulatory environment and various economic factors. Additionally, anticipated results are dependent upon the Company�s ability to identify and acquire or develop operations under terms that are beneficial to the Company and its shareholders. Other risk factors are more fully discussed under �Cautionary Statements� in the Company�s SEC reports, including the Company�s annual report on Form 10-K dated March 26, 1999 (pages 30 through 38).