SVLF Silverleaf Resorts, Inc. (MM)

As filed with the Securities and Exchange Commission on May 17, 2011

Registration No. 333-146854

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

To

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Silverleaf Resorts, Inc.

(Exact name of registrant as specified in its charter)

1221 River Bend Drive, Suite 120

Dallas, Texas 75247

214-631-1166

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Thomas Morris

Chief Executive Officer

Silverleaf Resorts, Inc.

1221 River Bend Drive, Suite 120

Dallas, Texas 75247

214-631-1166

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: Not applicable

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

DEREGISTRATION OF UNSOLD SECURITIES

Silverleaf Resorts, Inc. (the “Company”) previously registered for offer and sale up to 9,349,417 shares of its common stock pursuant to the Registration Statement on Form S-3 (File No. 333-146854) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2007 and effective on December 7, 2007.

The Company is seeking to deregister all shares of common stock that remain unsold under the Registration Statement as of the date hereof. On May 16, 2011, pursuant to the Agreement and Plan of Merger, dated February 3, 2011, among SL Resort Holdings Inc. (“Parent”), Resort Merger Sub, Inc. (“Merger Sub”) and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

As a result of the Merger, the Company has less than 300 shareholders and no longer has an obligation to keeps its shares of common stock registered. Pursuant to the undertaking of the Company as required by Item 512(a)(3) of Regulation S-K, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all remaining unsold shares of common stock registered pursuant to the Registration Statement which would have otherwise remained available for sale under the Registration Statement as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirement for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, State of Texas, on May 17, 2011.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

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