"Our growth plan is multifaceted," stated Robert E. Mead, Silverleaf's Chairman and CEO. "It includes expanding our existing resorts, opening new resorts and providing upgrade opportunities for our membership. Additionally, we are strategically diversifying our operations into new geographic areas. With these announcements, we are meeting all of these objectives."

The sales center for Silverleaf's Apple Mountain Resort opens Jan. 7, 1999, beginning the tour flow to this beautiful drive-to resort located within an easy drive of Atlanta in Clarkesville, Ga. Among its many amenities and activities, Apple Mountain Resort has an established 18-hole golf course that hosted approximately 30,000 rounds of golf in 1998.

Commenting on expanding the sales center at the Oak 'n Spruce resort, Tom Franks, President of Silverleaf Resort Acquisitions, Inc., said, "The depth of the market for this resort is the driving force for this decision. We need the additional space to accommodate the demand at our sales center. The new sales center, which opens Jan. 13, is Silverleaf's second super sales center." Mr. Franks continued, "We had a similar opportunity at our Fox River Resort outside of Chicago where we opened our first super sales center last May. These super sales centers allow us to efficiently serve large markets by providing a facility that accommodates roughly twice the tour flow of our typical drive-to resort sales center."

Silverleaf further announced that it will be holding a formal groundbreaking ceremony on Jan. 26, 1999, for the Silverleaf Seaside Resort in the popular Gulf Coast resort town of Galveston, Texas. This is Silverleaf's newest destination resort property, and will be sold to Silverleaf's 75,000 members as an upgrade to their existing vacation ownership. In addition to Silverleaf's two-bedroom, two-bath units, the property will include upscale President's View units overlooking the Gulf.

Mr. Mead concluded, "Our focus in 1999 is to profitably grow Silverleaf and continue to provide a high quality vacation experience for our owners. These announcements have provided a strong beginning to accomplish those goals."

Based in Dallas, Silverleaf Resorts, Inc. currently owns and/or operates 20 resorts in various stages of development. These resorts offer a wide array of country club-like amenities, such as golf, swimming, horseback riding, boating and many organized activities for children and adults. Silverleaf represents an ownership base of approximately 75,000.