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                                                                     EXHIBIT 3.2

                          GAYLORD ENTERTAINMENT COMPANY
               AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

         Article VII of the Corporation's Restated Certificate of Incorporation
is deleted and the following substituted in lieu thereof:

                                      VII.

         (A)      Management by Board of Directors

                  The business and affairs of the Corporation shall be managed
         by or under the direction of the Board of Directors.

         (B)      Number; Election by Stockholders; Term; Vacancies; Removal;
         Rights of Holders of Preferred Stock.

                  (1)      Number of Directors. The number of directors of the
         Corporation shall be not less than one nor more than fifteen, with the
         exact number of directors to be determined from time to time by
         resolution adopted by the affirmative vote of a majority of the entire
         Board of Directors.

                  (2)      Election by Stockholders; Term. Each director elected
         at the 2001 annual meeting of stockholders or at a later date shall
         hold office until the next annual meeting of stockholders after such
         election and until his successor shall be elected and shall qualify,
         subject, however, to prior death, resignation, retirement,
         disqualification or removal from office. The term of each director
         elected prior to the 2001 annual meeting of stockholders for a term
         ending on the date of a subsequent annual meeting of stockholders shall
         not be affected hereby and shall continue for the full term for which
         such director was elected and until his successor shall be elected and
         shall qualify, subject, however, to prior death, resignation,
         retirement, disqualification or removal from office.

                  (3)      Vacancies. Any vacancy on the Board of Directors,
         howsoever resulting, may be filled by a majority of the directors then
         in office, even if less than a quorum, or by a sole remaining director.
         Any director elected to fill such a vacancy shall hold office until the
         next annual meeting of stockholders and until his successor shall be
         elected and shall qualify, subject, however, to prior death,
         resignation, retirement, disqualification or removal from office.

                  (4)      Rights of Holders of Preferred Stock. Notwithstanding
         the foregoing, whenever the holders of any one or more classes or
         series of Preferred Stock issued by the Corporation shall have the
         right, voting separately by class or series, to elect directors at an
         annual or special meeting of stockholders, the election, term of
         office, filling of vacancies and other features of such directorships
         shall be governed by the terms of this Restated Certificate of
         Incorporation or the resolution or resolutions adopted by the Board of
         Directors pursuant to Article IV applicable thereto.

                  (5)      Removal of Directors. Subject to the rights, if any,
         of the holders of shares of Preferred Stock then outstanding, any or
         all of the directors of the Corporation may be removed from office at
         any time, but only for cause and only by the affirmative vote of the
         holders of a majority of votes represented by the outstanding shares of
         the Corporation then entitled to vote generally in the election of
         directors.