- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

FEINBERG STEPHEN

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/3/2011

3. Issuer Name and Ticker or Trading Symbol

SILVERLEAF RESORTS INC [SVLF]

(Last) (First) (Middle)

C/O CERBERUS CAPITAL MANAGEMENT, L.P., 299 PARK AVENUE - 22ND FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEW YORK, NY 10171

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	9349417 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	By certain persons, corporations, limited liability companies and limited partnerships ⁽¹⁾ ⁽²⁾ ⁽³⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	On February 3, 2011, SL Resort Holdings Inc. ("Parent") and Resort Merger Sub Inc., a wholly-owned subsidiary of Parent, each of which are owned by one or more funds or accounts affiliated with Cerberus Capital Management, L.P. ("CCM"), entered into a voting agreement (the "Voting Agreement") with Robert E. Mead, the Chairman and Chief Executive Officer of the Company, in his individual capacity and as trustee of the voting trust between Mr. Mead and his wife, Judith Mead, and Mrs. Mead. As a result of the terms of the Voting Agreement, CCM may be deemed to have certain shared power to vote and shared power to direct the disposition of the 9,349,417 shares of common stock, par value $0.01 per share (the "Shares"), of the Company that are the subject of the Voting Agreement.
( 2)	Stephen Feinberg is the sole shareholder of Craig Court, Inc., the managing member of Craig Court GP, LLC, which is the general partner of CCM. As a result of the foregoing, Mr. Feinberg possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by CCM. As a result, Mr. Feinberg may be deemed to beneficially own 9,349,417 Shares.
( 3)	Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Mr. Feinberg or any other person that he or it is the beneficial owner of any of the Shares referred to herein for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FEINBERG STEPHEN C/O CERBERUS CAPITAL MANAGEMENT, L.P. 299 PARK AVENUE - 22ND FLOOR NEW YORK, NY 10171		X

Signatures
/s/ Stephen Feinberg		2/3/2011
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.