Schedule 14A


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SCHEDULE 14A

(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission

Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

GAYLORD ENTERTAINMENT COMPANY

(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and

0-11.
(1) Title of each class of securities to which transaction

applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction

computed pursuant to Exchange Act Rule 0-11 (set forth the

amount on which the filing fee is calculated and state how it

was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange

Act Rule 0-11(a)(2) and identify the filing for which the offsetting

fee was paid previously. Identify the previous filing by registration

statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:


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[GAYLORD ENTERTAINMENT

COMPANY LOGO]

April 5, 2001

Dear Gaylord Entertainment Company Stockholder:
You are cordially invited to attend the 2001 Annual Meeting of Stockholders

of Gaylord Entertainment Company.
Details of the business that will be conducted at the Annual Meeting are

given in the attached Notice of Annual Meeting, Proxy Statement, and proxy card.
It is important that your shares be represented and voted at the Annual

Meeting. If you do not plan to attend the Annual Meeting, please complete, sign,

and return the enclosed proxy card promptly in the accompanying reply envelope.

If you decide to attend the Annual Meeting and wish to change your proxy vote,

you may do so automatically by voting in person at the Annual Meeting.
We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ E. K. Gaylord II

E. K. Gaylord II

Chairman of the Board


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GAYLORD ENTERTAINMENT COMPANY

ONE GAYLORD DRIVE

NASHVILLE, TENNESSEE 37214
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------
TIME.......................... 10:00 a.m. on Thursday, May 3, 2001
PLACE......................... Opryland Hotel

2800 Opryland Drive

Nashville, Tennessee

ITEMS OF BUSINESS............. (1) To approve an amendment to the Company's

Certificate of Incorporation eliminating

classes of directors and providing for

the annual election of all directors.

The Amendment is set forth in Appendix A

to this proxy statement.
(2) To elect three members of the Board of

Directors for terms of: (i) one year, if

the amendment to the Certificate of

Incorporation is approved, or (ii) three

years, if the amendment is not approved.
(3) To approve Arthur Andersen LLP as the

Company's independent accountants for

fiscal year 2001.

(4) To transact such other business as may

properly come before the Meeting and any

adjournment or postponement.
RECORD DATE................... You can vote if you were a stockholder of

record on March 12, 2001.
ANNUAL REPORT................. Our 2000 Annual Report, which is not part of

the proxy soliciting material, is also

enclosed.
PROXY VOTING.................. It is important that your shares be

represented and voted at the Meeting. Please

MARK, SIGN, DATE, AND PROMPTLY RETURN the

enclosed proxy card in the postage-paid

envelope.

A proxy may be revoked at any time prior to

its exercise at the Meeting.

By Order of the Board of Directors,
/s/ Thomas J. Sherrard
THOMAS J. SHERRARD

Secretary
Nashville, Tennessee

April 5, 2001

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PROXY STATEMENT
--------------------------------------------------------------------------------

We have sent you this proxy statement and the accompanying proxy card because

the Board of Directors of Gaylord Entertainment Company ("Gaylord," the

"Company," "we," or "us") is soliciting your proxy to vote at the 2001 Annual

Meeting of Stockholders on May 3, 2001. This mailing commenced on or about April

5, 2001.

TABLE OF CONTENTS
--------------------------------------------------------------------------------


QUESTIONS AND ANSWERS............................................................1


ITEM 1 - AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION........3
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TEM 2 - ELECTION OF THREE DIRECTORS.............................................4

NOMINEES FOR DIRECTOR.......................................................5

CONTINUING DIRECTORS........................................................5

BOARD AND COMMITTEE MEMBERSHIP..............................................7

DIRECTOR COMPENSATION.......................................................8

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.................9

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................9
I
TEM 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS..................9
BENEFICIAL OWNERSHIP.............................................................10

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND 5% STOCKHOLDERS....10

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.....................13
EXECUTIVE COMPENSATION...........................................................14

SUMMARY COMPENSATION TABLE..................................................14

OPTION GRANTS IN 2000.......................................................16

TOTAL OPTIONS EXERCISED IN 2000 AND YEAR-END OPTION VALUES..................17

PENSION PLANS...............................................................17

PENSION PLAN TABLE..........................................................19

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.....................21
EMPLOYMENT, SEVERANCE, AND CHANGE IN CONTROL ARRANGEMENTS........................24
AUDIT COMMITTEE REPORT...........................................................25

AUDIT FIRM FEES.............................................................25
PERFORMANCE GRAPH................................................................26
APPENDIX A - AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
APPENDIX B - AUDIT COMMITTEE CHARTER

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QUESTIONS AND ANSWERS
WHO CAN VOTE?

You can vote if you were a stockholder of our Common Stock, par value $.01 per

share, at the close of business on the record date, March 12, 2001. On the

record date, there were 33,453,522 common shares outstanding.

WHAT MAY I VOTE ON?
You may vote on:
- An amendment to the Company's Certificate of Incorporation eliminating

classes of directors and providing for the election of the entire board

annually;
- The election of three nominees as directors for terms that expire in:

(i) 2002, if the amendment to the Certificate of Incorporation is

approved, or (ii) 2004, if the amendment is not approved; and
- The ratification of the appointment of independent accountants to audit

our financial statements for our fiscal year 2001.
HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
The Board recommends that you vote:
- FOR the amendment to the Company's Certificate of Incorporation;
- FOR each nominee to the Board; and
- FOR the appointment of the independent auditors.
HOW DO I CAST MY VOTE?
If you hold the shares directly in your own name, you can vote in person at the

meeting or by mailing in the accompanying proxy card. If you vote by proxy, the

proxies identified on the back of the proxy card will vote your shares in

accordance with your instructions. If you submit a proxy card without giving

specific instructions, the proxies will vote your shares as recommended by the

Board of Directors.
If you hold your shares indirectly in the name of a bank, broker, or other

nominee, you should receive instructions from that nominee describing the

procedure for how you can vote your shares.
HOW DO I CHANGE MY VOTE?
You can revoke your proxy card by:
- Submitting a new proxy card;
- Giving written notice to the Secretary of the Company stating that you

are revoking your proxy card; or
- Attending the Annual Meeting and voting your shares in person.
WHO WILL COUNT THE VOTE?
Representatives of our transfer agent, SunTrust Bank, will count the vote and

act as the independent inspectors of the election.
IS MY VOTE CONFIDENTIAL?
Yes. All proxy cards and vote tabulations that identify an individual

stockholder are kept confidential. Except to meet legal requirements, your vote

will not be disclosed to the Company unless:
- A proxy solicitation is contested;
- You write comments on the proxy card; or
- You authorize disclosure of your vote.
This policy does not prevent the Company from ascertaining which stockholders

have voted or from taking actions designed to encourage stockholder voting.

HOW WILL THE PROXIES VOTE ON ANY OTHER BUSINESS BROUGHT UP AT THE ANNUAL

MEETING?

We are not aware of any other business to be considered at the Annual Meeting.

If any other business is proposed and we decide to permit it to be presented at

the meeting, your signed proxy card authorizes the proxies to use their judgment

to vote on these other matters.

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WHAT IS A QUORUM?

A quorum is the number of shares that must be present to hold the Annual

Meeting. A majority of the outstanding shares of the Company's stock, present in

person or represented by proxy, makes a quorum. If you submit a valid proxy card

or attend the meeting, your shares will be counted to determine whether there is

a quorum.
Abstentions and "broker non-votes" count toward the quorum. Broker non-votes

occur when a nominee (such as a bank or a broker) that holds shares on behalf of

a beneficial owner does not vote on a particular proposal because the nominee

did not receive voting instructions from the beneficial owner and the nominee

does not have discretionary voting power to vote the shares on the proposal.

WHAT VOTE IS NECESSARY TO PASS THE ITEMS OF BUSINESS AT THE ANNUAL MEETING?
The proposed amendment to the Restated Certificate of Incorporation requires the

affirmative vote of the holders of at least 66-2/3% of the shares which are cast

on the proposed amendment.
Directors must be elected by a plurality of the votes of the shares present (in

person or by proxy) and entitled to vote for the election of directors.
All other matters shall be determined based upon the vote of a majority of the

shares present (in person or by proxy) and entitled to vote on the matter.
Abstentions are, in effect, votes against proposals presented to stockholders

other than the election of directors. Broker non-votes have no effect on

proposals submitted to stockholders.
WHAT SHARES ARE INCLUDED ON MY PROXY CARD?
Your proxy card represents all shares registered in your name with the transfer

agent on the record date, including those shares owned pursuant to the Company's

Employee Stock Purchase Plan.
HOW ARE SHARES IN THE 401(K) SAVINGS PLAN VOTED?

Participants in the 401(k) Savings Plan are entitled to vote the shares held

under the Plan in their name. The proxy results for the shares held in the

401(k) Savings Plan will be tabulated by our transfer agent and reported to the

401(k) Savings Plan trustee. The trustee will vote the shares at the meeting

through the custodian holding the shares.

WHEN ARE STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING DUE?
If you would like to submit a proposal for inclusion in our proxy statement for

the 2002 Annual Meeting, your proposal must be in writing and be received by us

at our principal executive offices by December 3, 2001.

If you want to bring business before the 2002 Annual Meeting which is not the

subject of a proposal submitted for inclusion in the proxy statement, our bylaws

require that you notify us in writing by March 4, 2002, but not before February

5, 2002. If you bring business before the 2002 Annual Meeting but the presiding

officer of that meeting determines that you did not notify us of that business

within the required time period, then the presiding officer will declare to the

meeting that your business was not properly brought before the meeting and your

business will not be transacted at that meeting.

HOW IS THIS PROXY SOLICITATION BEING CONDUCTED?
The Company will bear the cost of soliciting proxies for the Annual Meeting. In

addition to the use of mail, our officers may solicit proxies by telephone,

e-mail, or facsimile transmission. Upon request, we will reimburse brokers,

dealers, banks, and trustees, or their nominees, for reasonable expenses

incurred by them in forwarding proxy material to beneficial owners of shares of

our common stock.

CAN I GET ACCOMMODATIONS WHILE ATTENDING THE ANNUAL MEETING?
Yes. The Opryland Hotel has reserved a limited number of rooms at a rate of

$139, single and double occupancy, per night. If you would like a room,

please make reservations by April 30, 2001, by calling Corporate Relations at

(615) 871-6006.

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ITEM 1 - AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
Item 1 is an amendment to the Company's Restated Certificate of Incorporation to

declassify the Board of Directors and to provide for annual election of all

directors.
The Company's Restated Certificate of Incorporation includes a provision, first

adopted in 1991 as part of the Certificate of Incorporation of the Company's

predecessor, that establishes a classified Board of Directors. This means that
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