S-3MEF

As filed with the Securities and Exchange Commission on April 27, 2004

Registration No. 333-                  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Gaylord Entertainment Company

(Exact name of Registrant as Specified in Its Charter)

Delaware	73-0664379
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employee Identification Number)

One Gaylord Drive

Nashville, Tennessee 37214

(615) 316-6000

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Carter R. Todd, Esq.

Senior Vice President, Secretary and General Counsel

Gaylord Entertainment Company

One Gaylord Drive

Nashville, TN 37214

(615) 316-6000

(Name, Address, Including Zip Code, and Telephone Number

Including Area Code, of Agent For Service)

Copy to:

F. Mitchell Walker, Jr., Esq.
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200 Frederic T. Spindel
Matthew B. Swartz
Venable LLP
575 7th Street, NW
Washington, DC 20004
(202) 344-4800 Andrew R. Schleider
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

   Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

   If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   o

   If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   o

   If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   x   333-114293

   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.   o

   If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.   o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of		Offering Price Per	Aggregate Offering	Amount of
Securities to be Registered	Amount to be Registered	Share (1)	Price (1)	Registration Fee
Common Stock, $0.01 par value	1,319,107 shares	$31.75	$41,881,647.25	$5,306.41

(1)  For the purpose of computing the registration fee, pursuant to Rule 457 under the Securities Act, based on the price to public of the shares.

   This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.

Explanatory Note

      This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature pages, an exhibit index and certain exhibits. Pursuant to Rule 462(b), the contents of the registration statement on Form S-3 (File No. 333-114293) (the “Original Form S-3”) of Gaylord Entertainment Company, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated by reference in this registration statement.

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 the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 27th day of April, 2004.

GAYLORD ENTERTAINMENT COMPANY

By:  /s/ CARTER R. TODD

Carter R. Todd

Senior Vice President, Secretary and

General Counsel

April 27, 2004

POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
* Michael D. Rose	Chairman of the Board	April 27, 2004
* E. K. Gaylord II	Director	April 27, 2004
* Robert P. Bowen	Director	April 27, 2004
* Laurence S. Geller	Director	April 27, 2004
* E. Gordon Gee	Director	April 27, 2004
* Ralph Horn	Director	April 27, 2004
* Michael I. Roth	Director	April 27, 2004
* Colin V. Reed	Director, President and Chief Executive Officer (Principal Executive Officer)	April 27, 2004

Signature		Title	Date
* David C. Kloeppel		Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 27, 2004
* Rod Connor		Senior Vice President, Chief Administrative Officer, and Assistant Secretary (Principal Accounting Officer)	April 27, 2004
*	/s/ CARTER R. TODD Carter R. Todd Attorney-in-fact

EXHIBIT INDEX

5	.1	Opinion of Bass, Berry & Sims PLC
23	.1	Consent of Ernst & Young LLP
23	.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
24	.1	Powers of attorney (contained on the signature page of the Original Form S-3)

EX-5.1

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                                                                               .
                                                                               .

                                                                     EXHIBIT 5.1


                                                                                          
                                                      BASS, BERRY & SIMS PLC
                                             A PROFESSIONAL LIMITED LIABILITY COMPANY
                                                         ATTORNEYS AT LAW
        KNOXVILLE OFFICE                                                                                DOWNTOWN OFFICE:
900 SOUTH GAY STREET, SUITE 1700                            REPLY TO:                                    AMSOUTH CENTER
      KNOXVILLE, TN 37902                                 AMSOUTH CENTER                        315 DEADERICK STREET, SUITE 2700
         (865) 521-6200                          315 DEADERICK STREET, SUITE 2700                   NASHVILLE, TN 37238-3001
                                                     NASHVILLE, TN 37238-3001                            (615) 742-6200
         MEMPHIS OFFICE                                   (615) 742-6200
   THE TOWER AT PEABODY PLACE                                                                          MUSIC ROW OFFICE:
  100 PEABODY PLACE, SUITE 950                          WWW.BASSBERRY.COM                             29 MUSIC SQUARE EAST
     MEMPHIS, TN 38103-2625                                                                         NASHVILLE, TN 37203-4322
         (901) 543-5900                                                                                  (615) 255-6161


                                 April 27, 2004

Gaylord Entertainment Company
One Gaylord Drive
Nashville, TN 37214

         Re:      Registration Statement on Form S-3 (Common Stock)

Ladies and Gentlemen:

         We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-3 (the "Rule 462(b) Registration Statement")
filed by you today with the Securities and Exchange Commission pursuant to Rule
462(b) of the Securities Act of 1933, as amended and in respect of your
Registration Statement on Form S-3 (File No. 333-114293) (the "Original
Registration Statement," and together with the Rule 462(b) Registration
Statement, the "Registration Statements"). The Rule 462(b) Registration
Statement relates to 1,319,107 shares of Common Stock, $0.01 par value (the
"Common Stock"), of Gaylord Entertainment Company, a Delaware corporation (the
"Company"), to be offered by certain selling stockholders in addition to the
6,752,929 shares of the Common Stock as described in the Original Registration
Statement.

         In connection with this opinion, we have examined and relied upon such
records, documents and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.

         Based upon the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock to be offered by
the selling stockholders are validly issued, fully paid and nonassessable.

         We hereby consent to the reference to our law firm in the Original
Registration Statement under the caption "Legal Matters" and to the use of this
opinion as an exhibit to the Rule 462(b) Registration Statement. In giving this
consent, we do not thereby admit that we are an "expert" within the meaning of
the Securities Act of 1933, as amended.

                                         Sincerely,


                                         /s/ Bass, Berry & Sims PLC

EX-23.1

                                                                    Exhibit 23.1

                         Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement
(Form S-3) for the offering of additional shares of Gaylord Entertainment
Company common stock by certain selling shareholders of the reference to our
firm under the caption "Experts" in Amendment No. 2 to the Registration
Statement on Form S-3 (No. 333-114293) and related Prospectus of Gaylord
Entertainment Company for the offering of shares of Gaylord Entertainment
Company common stock by certain selling shareholders and to the incorporation by
reference in Amendment No. 2 to the Registration Statement on Form S-3 (No.
333-114293) and related Prospectus of Gaylord Entertainment Company for the
offering of shares of Gaylord Entertainment Company common stock by certain
selling shareholders of our reports (a) dated February 9, 2004, except for the
ninth paragraph of Note 16, as to which the date is March 10, 2004, with respect
to the consolidated financial statements of Gaylord Entertainment Company, and
(b) dated February 9, 2004 with respect to certain financial statement schedules
included in Gaylord Entertainment Company's Amendment No. 2 to its Annual Report
on Form 10-K for the year ended December 31, 2003 filed with the Securities and
Exchange Commission.

                                            /s/ Ernst & Young LLP


Nashville, Tennessee
April 26, 2004