EXHIBIT 3.12

                          CERTIFICATE OF INCORPORATION
                                       OF
                            GAYLORD INVESTMENTS, INC.

1.    The name of the corporation is Gaylord Investments, Inc.

2.    The address of the registered office in the State of Delaware is 32
      Lockerman Square, Suite L-100, in the city of Dover, County of Kent. The
      name of its registered agent at such address is The Prentice-Hall
      Corporation System, Inc.

3.    The purpose for which the corporation is organized is to engage in any
      lawful act or activity for which corporations may be organized under the
      General Corporation Law of Delaware.

4.    The total number of shares of stock which the corporation shall have the
      authority to issue is One Thousand (1,000), $1.00 par value.

5.    The name and mailing address of the sole incorporator is:

      Kevin L. Wilson
      One Gaylord Drive
      Nashville, TN 37214

6.    The Board of Directors is authorized to make, alter or repeal the bylaws
      of the corporation. Election of directors need not be by written ballot.

7.    A director of the corporation shall not be personally liable to the
      corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director except for liability (i) for any breach of
      the director's duty of loyalty to the corporation or its stockholders,
      (ii) for acts or omissions not in good faith which involve intentional
      misconduct or a knowing violation of the law, (iii) under Section 174 of
      the Delaware General Corporation Law, or (iv) for any transaction from
      which the director derived any improper personal benefits.

8.    The corporation shall indemnify its officers, directors, employees and
      agents to the extent permitted by the Delaware General Corporation Law.

      I, Kevin L. Wilson, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, do make this certificate, hereby declaring and certifying that this is my
act and deed and the facts herein stated are true, and accordingly have hereunto
set my hand this 1st day of November, 1995.

                                        /s/ Kevin L. Wilson
                                        ----------------------------------------
                                        Kevin L. Wilson, Sole Incorporator