SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Gaylord Entertainment Company

Common Stock, $.01 par value

367905106

Michael P. Collison
The Oklahoma Publishing Company
9000 North Broadway
Oklahoma City, Oklahoma 73114
Telephone (405) 475-3950

(Name, Address and Telephone Number of Person Authorized to Receive Notices

With a copy to:

Frederic T. Spindel
Venable LLP
575 7th Street, N.W.
Washington, D.C. 20004
Telephone (202) 344-4732

April 1, 2004

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))

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Amendment No. 10 to Schedule 13D

     This Amendment No. 10, amending the Schedule 13D dated October 10, 1997, respecting the common stock, $.01 par value (“Common Stock”), of Gaylord Entertainment Company (the “Issuer”), is being filed jointly by The Oklahoma Publishing Company Voting Trust (the “Voting Trust”), The Oklahoma Publishing Company (“OPUBCO”), GFI Company (“GFI”), the Edward L. Gaylord Revocable Trust (the “Gaylord Trust”), the E.L. and Thelma Gaylord Foundation (the “Gaylord Foundation”), Christine Gaylord Everest (“Ms. Everest”) and Louise Gaylord Bennett (“Ms. Bennett”) (hereinafter collectively referred to as the “Reporting Persons”). This Schedule 13D was previously amended by Amendment No. 1 filed on August 24, 1998, Amendment No. 2 filed on October 2, 1998, Amendment No. 3 filed on July 1, 1999, Amendment No. 4 filed on August 16, 1999, Amendment No. 5 filed on October 20, 2000, Amendment No. 6 filed on December 5, 2000, Amendment No. 7 filed on July 3, 2001, Amendment No. 8 filed on April 10, 2003, and Amendment No. 9 filed on August 8, 2003.

     The Reporting Persons hereby amend and supplement the Schedule 13D filed by the Reporting Persons on October 10, 1997, as amended (the “Original Statement”) in order to, among other things, (i) report the resignation of Christine Gaylord Everest from the Board of Directors of the Issuer and an amendment under Item 4 to the disclosure regarding the purpose of the transaction, (ii) report that the Gaylord Trust transferred 5,000,000 of the shares of Common Stock of the Issuer held by it to the Gaylord Foundation, (iii) report that OPUBCO transferred all 260,400 shares of Common Stock of the Issuer held by it to GFI, (iv) add the Gaylord Foundation as a Reporting Person and joint filer of this Schedule 13D by amending and adding references to it in Items 2 and 5 of the Original Statement, (v) add Louise Gaylord Bennett as a Reporting Person and joint filer of this Schedule 13D by amending and adding references to her in Items 2 and 5 of the Original Statement, and (vi) report certain agreements and arrangements among the Reporting Persons and the Issuer with respect to, among other things, the sale of Common Stock held by the Reporting Persons in an underwritten public offering of Common Stock to be effected by the Issuer.

Item 2. Identity and Background.

     Item 2 is hereby amended by adding the Gaylord Foundation and Louise Gaylord Bennett as Reporting Persons:

E.L. AND THELMA GAYLORD FOUNDATION

The E.L. and Thelma Gaylord Foundation is a charitable trust created under Oklahoma law pursuant to an agreement made and entered into as of December 27, 1994. The address for the Gaylord Foundation is:

     The E.L. and Thelma Gaylord Foundation
     c/o Christine Gaylord Everest
     9000 North Broadway
     Oklahoma City, Oklahoma 73114

There are four (4) trustees of the Gaylord Foundation:

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Christine Gaylord Everest
Mary Gaylord McClean
Louise Gaylord Bennett
David O. Hogan

The principal occupation or employment and address of each trustee listed above is as follows:

     Christine Gaylord Everest — Chairman and Chief Executive Officer of
     OPUBCO
     9000 North Broadway
     Oklahoma City, OK 73114

     Mary Gaylord McClean — Farmer/Rancher
     P.O. Box 100
     Simpsonville, Kentucky 40067-0100

     Louise Gaylord Bennett — Investments
     P.O. Box 25125
     Oklahoma City, OK 73125

     David O. Hogan — Accountant — President, Hogan & Slovacek, a
     Professional Corporation
     6120 South Yale Avenue
     Suite 600
     Tulsa, Oklahoma 74136

     Neither the Gaylord Foundation nor any of the trustees listed above has been convicted during the last five years in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any one of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction leading to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     Item 3. Source and Amount of Funds or Other Consideration.

     The transfer of 5,000,000 shares of Common Stock from the Gaylord Trust to the Gaylord Foundation was effected without consideration. The transfer of 260,400 shares of Common Stock from OPUBCO to GFI was effected without consideration

     Item 4. Purpose of Transaction.

     Item 4 is hereby amended and supplemented as follows:

     On January 14, 2004, OPUBCO transferred all 260,400 shares of Common Stock held by it to GFI. The purpose of this transfer was to consolidate OPUBCO’s holdings of Common Stock into its subsidiary, GFI.

     Effective April 1, 2004, Christine Gaylord Everest resigned from the Board of Directors of the Issuer. A copy of Ms. Everest’s resignation letter is attached hereto as Exhibit 99.2 and incorporated herein by reference. Subsequent to submitting the letter, Ms. Everest orally changed the effective date of her resignation from March 29, 2004 to April 1, 2004. Martin C. Dickinson, who serves as a director of OPUBCO,

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also resigned from the Board of Directors of the Issuer, effective April 1, 2004 (collectively, the “Resignations”).

     On April 7, 2004, the Gaylord Trust transferred 5,000,000 shares of Common Stock held by it to the Gaylord Foundation. The purpose of this transfer was to comply with provisions in the trust agreement governing the Gaylord Trust, which required such transfer as a result of the death of E.L. Gaylord in 2003.

     On April 8, 2004, the Issuer filed a Registration Statement on Form S-3, pursuant to which up to an aggregate of 5,872,113 shares of Common Stock of the Issuer beneficially owned by the Reporting Persons, plus up to an additional 880,816 shares of Common Stock beneficially owned by the Reporting Persons to cover over-allotments, if any, are to be sold in an underwritten public offering to be effected by the Issuer (the “Offering”). The purpose of the Offering is to permit the Reporting Persons to reallocate investable assets and diversify charitable and other investment portfolios. In connection with the Offering, the Reporting Persons and the Issuer will enter into an underwriting agreement with the several underwriters for the Offering, which underwriting agreement will contain customary terms conditions, including, without limitation, customary indemnification and lock-up provisions. With respect to those shares of Common Stock beneficially owned by the Reporting Persons that will continue to be held after consummation of the Offering, the Reporting Persons and the Issuer have agreed to enter into an arrangement relating to, among other things, registration rights with respect to such remaining shares held by the Reporting Persons and certain affiliates. There can be no assurance that the Offering will be consummated as currently contemplated or as to the number of shares that will be sold, if any.

     The Reporting Persons previously reported that because of the relationships among them, it could be expected that they might vote all of the shares over which they have voting control in a consistent manner and seek to exercise influence over the management and policies of the Issuer. As a result of the Resignations and the Offering, the Reporting Persons are acting together in concert as a group for the disposition of the shares to be sold in the Offering. The Reporting Persons intend to hold the shares of Common Stock of the Issuer that are not sold in the Offering for investment and no longer have any intentions to exercise influence over the management and policies of the Issuer. Following the consummation of the Offering and the expiration of any lock-up period, and depending on market conditions, the Issuer’s financial and operational performance, and other factors, one or more of the Reporting Persons may purchase shares of Common Stock, or may dispose of all or a portion of the shares of Common Stock that such Reporting Person owns or may hereafter acquire, in the open market, in private transactions, in a subsequent registered offering or otherwise.

     Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

     Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety as follows:

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The Gaylord Foundation beneficially owns 5,405,978 shares of Common Stock, constituting 13.7% of the total shares of Common Stock outstanding. Under the terms of the E. L. and Thelma Gaylord Foundation Trust Agreement dated December 27, 1994, as amended, the trustees of the Gaylord Foundation, acting by majority vote, have the power to vote or direct the vote of, and to dispose or direct the disposition of such shares. This power has been modified pursuant to the agreement among the trustees described in Item 6. Prior to the transfer of 5,000,000 shares from the Gaylord Trust to the Gaylord Foundation, as described in Item 4, the Gaylord Foundation had direct beneficial ownership of 405,978 shares of Common Stock.

The Gaylord Trust beneficially owns 130,581 shares of Common Stock, constituting less than 1% of the total shares of Common Stock outstanding. Under the terms of the Amended and Restated Edward L. Gaylord Revocable Trust Agreement dated March 13, 2003, the trustees of the Gaylord Trust, acting by majority vote, have the power to vote or direct the vote of, and to dispose or direct the disposition of such shares.

Christine Gaylord Everest has the power to vote or direct the vote of, or to dispose or direct the disposition of, 3,035,712 shares of Common Stock, constituting 7.7% of total shares outstanding. Of this aggregate number, Ms. Everest has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 3,032,037 shares, and shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 3,675 shares. This figure does not include shares owned by Ms. Everest’s husband James H. Everest or her siblings E. K. Gaylord II, Louise Gaylord Bennett (“Ms. Bennett”) and Mary Gaylord McClean (“Ms. McClean”), as to which Ms. Everest disclaims beneficial ownership. It does include 849,163 shares held by Ms. Everest directly; 3,675 shares beneficially owned by the Jean I. Everest Foundation, a charitable foundation of which Ms. Everest is a co-Trustee with James H. Everest; and 79,108 shares subject to unexercised options for Common Stock issued to Ms. Everest individually. It also includes 2,103,766 shares held by GFI, a corporation of which Ms. Everest is President with sole power to vote and dispose of the shares as portfolio securities of GFI. This figure does not include 130,581 shares beneficially owned by the Gaylord Trust, of which Ms. Everest is a co-Trustee with Ms. McClean, Ms. Bennett and David O. Hogan (“Mr. Hogan”); 128,625 shares beneficially owned by The Oklahoman Foundation, a charitable trust of which Ms. Everest is a co-Trustee with Ms. McClean, Ms. Bennett and Mr. Hogan; 5,405,978 shares beneficially owned by the Gaylord Foundation, of which Ms. Everest is a co-Trustee with Ms. McClean, Ms. Bennett and Mr. Hogan; and shares beneficially owned by Inasmuch Foundation, a charitable foundation, and Ethics and Excellence in Journalism, a charitable foundation, each of which Ms. Everest serves as one of six directors, such directors taking action on behalf of each foundation by a majority vote. Ms. Everest disclaims a pecuniary interest as a beneficial owner in the shares held by OPUBCO, GFI, The Oklahoman Foundation, the Jean I. Everest Foundation, the Gaylord Foundation, Inasmuch Foundation and Ethics and Excellence in Journalism.

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OPUBCO has shared power to vote or direct the vote of, or to dispose or direct the disposition of, 2,103,766 shares of Common Stock, constituting 5.3% of the outstanding shares. These shares are held by GFI, a corporation wholly owned by OPUBCO. OPUBCO disclaims a pecuniary interest as a beneficial owner of these shares.

GFI has the sole power to vote or direct the vote of, or to dispose or direct the disposition of, 2,103,766 shares of Common Stock, constituting 5.3% of the outstanding shares. These shares are held directly by GFI.

The Voting Trust may be deemed to be the indirect beneficial owner of 2,103,766 shares of Common Stock, constituting 5.3% of the outstanding shares. This figure represents the shares that are held by GFI, a corporation wholly owned by OPUBCO. OPUBCO is controlled by the Voting Trust. The Voting Trust may be deemed to share power over the voting and disposition of these shares by reason of its control of OPUBCO. The Voting Trust disclaims a pecuniary interest as a beneficial owner of the shares held by OPUBCO and GFI.

Louise Gaylord Bennett has the sole power to vote or direct the vote of, or to dispose or direct the disposition of, 924,509 shares of Common Stock held directly by Ms. Bennett, constituting 2.3% of total shares outstanding. This figure does not include shares owned by Ms. Bennett’s siblings, E. K. Gaylord II, Ms. Everest and Ms. McClean, as to which Ms. Bennett disclaims beneficial ownership. This figure further excludes 130,581 shares beneficially owned by the Gaylord Trust, of which Ms. Bennett is a co-Trustee with Ms. McClean, Ms. Everest and Mr. Hogan, 5,405,978 shares beneficially owned by the Gaylord Foundation, of which Ms. Bennett is a co-Trustee with Ms. McClean, Ms. Everest and Mr. Hogan, and 128,625 shares beneficially owned by The Oklahoman Foundation, a charitable trust of which Ms. Bennett is a co-Trustee with Ms. Everest, Ms. McClean and Mr. Hogan. Ms. Bennett disclaims a pecuniary interest as a beneficial owner in the shares held by the Gaylord Foundation and The Oklahoman Foundation.

The following information is provided with respect to the additional persons previously named in Item 2 as executive officers, directors or trustees of Reporting Persons that are corporations or trusts, to the best knowledge of the Reporting Persons:

Mary Gaylord McClean has the power to vote or direct the vote of, or to dispose or direct the disposition of, 861,979 shares of Common Stock, constituting 2.2% of total shares outstanding. Of this aggregate number, Ms. McClean has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 828,646 shares, and shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 33,333 shares. This figure does

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not include shares owned by Ms. McClean’s siblings, E. K. Gaylord II, Ms. Bennett and Ms. Everest, as to which Ms. McClean disclaims beneficial ownership. This figure includes 828,646 shares held by Ms. McClean as Trustee of the Mary I. Gaylord Revocable Trust; and 33,333 shares held by Ms. McClean as co-Trustee for the Mary Gaylord Foundation, a charitable foundation. This figure does not include 130,581 shares beneficially owned by the Gaylord Trust, of which Ms. McClean is a co-Trustee with Ms. Everest, Ms. Bennett and Mr. Hogan; 128,625 shares beneficially owned by The Oklahoman Foundation, a charitable trust of which Ms. McClean is a co-Trustee with Ms. Everest, Ms. Bennett and Mr. Hogan; and 5,405,978 shares beneficially owned by the Gaylord Foundation, of which Ms. McClean is a co-Trustee with Ms. Everest, Ms. Bennett and Mr. Hogan. Ms. McClean disclaims a pecuniary interest as a beneficial owner in the shares held by The Oklahoman Foundation, the Gaylord Foundation and the Mary Gaylord Foundation.

David O. Hogan has the power to vote or direct the vote of, or to dispose or direct the disposition of, 104,333 shares of Common Stock, constituting less than 1% of total shares outstanding. Of this aggregate number, Mr. Hogan has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 71,000 shares, and shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 33,333 shares. This figure includes 71,000 shares subject to unexercised options for Common Stock issued to E.L. Gaylord individually, which are now held by Mr. Hogan as Executor of E.L. Gaylord’s estate; and 33,333 shares held by Mr. Hogan as co-Trustee for the Mary Gaylord Foundation, a charitable foundation. This figure does not include: (i) shares beneficially owned by Inasmuch Foundation, a charitable foundation, and Ethics and Excellence in Journalism, a charitable foundation, each of which Mr. Hogan serves as one of six directors, such directors taking action on behalf of each foundation by a majority vote; (ii) 130,581 shares beneficially owned by the Gaylord Trust, of which Mr. Hogan is a co-Trustee with Ms. McClean, Ms. Bennett and Ms. Everest; (iii) 128,625 shares beneficially owned by The Oklahoman Foundation, a charitable trust of which Mr. Hogan is a co-Trustee with Ms. Everest, Ms. McClean and Ms. Bennett; and (iv) 5,405,978 shares beneficially owned by the Gaylord Foundation, of which Mr. Hogan is a co-Trustee with Ms. Everest, Ms. Bennett and Ms. McClean. Mr. Hogan disclaims a pecuniary interest as a beneficial owner in the shares he holds as Executor of E.L. Gaylord’s estate and a co-Trustee of the Mary Gaylord Foundation and in the shares held by the Gaylord Trust, The Oklahoman Foundation and the Gaylord Foundation.

Martin C. Dickinson has the sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of, 785,440 shares of Common Stock, constituting 2.0% of total shares outstanding. This figure includes 400,000 shares owned by the Donald C. Dickinson and Elizabeth M. Dickinson Foundation, of which Mr. Dickinson is president and a director; 306,332 shares held as Trustee for the Martin C. Dickinson Revocable Trust; and 79,108 shares subject to unexercised options for Common Stock issued to Mr. Dickinson individually.

Stephen Bartolin, Jr. has the sole power to vote or direct the vote of, or to dispose or direct the disposition of, 73 shares of Common Stock. These shares are held directly by Stephen Bartolin Jr.

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       Michael P. Collison has the power to vote or direct the vote of, or to dispose or direct the disposition of, 4 shares of Common Stock,        constituting less than 1% of total shares outstanding. These shares are held directly by Mr. Collison.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Securities of the Issuer.

     The response to Item 4 is incorporated herein by reference.

     The Joint Filing Agreement entered into by the parties in connection with this Schedule 13D filing has been amended to add the Gaylord Foundation and Louise Gaylord Bennett as joint filers. A copy of the Amended Joint Filing Agreement dated April 7, 2004 is attached as Exhibit 99.1 hereto.

     On January 8, 2004, the trustees of the Gaylord Foundation entered into an agreement pursuant to which Christine Gaylord Everest, while serving as a director of the Issuer, agreed not to participate in discussions or decisions with the trustees regarding any decision to sell, repurchase or take any other action to enter into a transaction involving or relating to the shares of Common Stock held by Gaylord Foundation. A copy of this agreement is attached as Exhibit 99.3 hereto and incorporated herein by reference.

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Item 7. Materials to be filed as Exhibits.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Exhibit 99.1
Amended Joint Filing Agreement

     The parties to the Joint Filing Agreement dated October 19, 2000 (“Joint Filing Agreement”), hereby agree to amend the Joint Filing Agreement to add the E.L. and Thelma Gaylord Foundation and Louise Gaylord Bennett as joint filers. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree that Amendment No. 10 to Schedule 13D dated April 1, 2004, with respect to the Common Stock of Gaylord Entertainment Company and any other amendments hereafter signed by each of the undersigned shall be filed on behalf of each of us and further agree that this Amended Joint Filing Agreement be included as an exhibit to such statement.

     In evidence thereof, the undersigned, being duly authorized, hereby execute this Amended Joint Filing Agreement this 7th day of April, 2004.

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Exhibit 99.2

March 25, 2004

Mr. Colin Reed
President and CEO
Gaylord Entertainment
One Gaylord Drive
Nashville, TN 37214

Dear Colin:

     Please accept this as my formal resignation, effective Monday, March 29, 2004, from the Board of Directors of Gaylord Entertainment Company. Since its inception, I have had the rewarding experience of serving on the Board of Gaylord Entertainment. As you are aware, my life changed significantly last year when I assumed the presidency, and subsequently the position of chairman and CEO, of The Oklahoma Publishing Company. As you can appreciate, I have found the responsibilities of these positions to be all consuming and expect that they will stay so for years to come. Consequently, I will not be able to devote the time to GET that a member of the Board of Directors should or that the company deserves.

     GET has been, and is, a fine company for which I have the brightest expectations. You and your management team have done a fabulous job of turning the company around over the last few years and fulfilling the business plans you articulated so well upon your arrival.

     I wish you all the best in the future and look forward to seeing you at the Annual Shareholders Meeting. Please do not ever hesitate to contact me on any matter.

Sincerely,
 
 

Christy Gaylord Everest

CGE:lwb

Exhibit 99.3

AGREEMENT AMONG TRUSTEES
OF THE E. L. AND THELMA GAYLORD FOUNDATION
WITH RESPECT TO TRANSACTIONS IN THE STOCK
OF GAYLORD ENTERTAINMENT COMPANY

     This Agreement Among Trustees of the E. L. and Thelma Gaylord Foundation with Respect to Transactions in the Stock of Gaylord Entertainment Company (this “Agreement”) is entered into as of January 8, 2004 by and between Christine Gaylord Everest (“Ms. Everest”), Mary Inez Gaylord McClean, Louise Gaylord Bennett and David O. Hogan (each a “Trustee” and collectively, the “Trustees”) of the E. L. and Thelma Gaylord Foundation (the “Foundation”) pursuant to the E. L. and Thelma Gaylord Foundation Trust Agreement entered into on December 27, 1994, as amended on February 22, 2002 and March 21, 2003 (the “Trust Agreement”).

     WHEREAS, pursuant to Article VI of the Trust Agreement, the Trustees have the power to purchase or sell any of the Foundation assets or any interest therein for such price or prices and upon such terms as the Trustees, in their discretion, may deem advisable for the best interest of the Foundation;

     WHEREAS, among other Foundation assets, the Foundation owns 405,978 shares of Common Stock (“Common Stock”) of Gaylord Entertainment Company (the “Company), a publicly traded company;

     WHEREAS, the Foundation anticipates receiving a distribution of 5,000,000 shares of Common Stock of the Company in the near future;

     WHEREAS, Ms. Everest is a member of the Board of Directors of the Company;

     WHEREAS, by reason of her position as a member of the Board of Directors of the Company, Ms. Everest (i) can be expected to come into possession, from time to time, of material non-public information relating to the Company and (ii) is subject to the terms of the Company Policy Regarding Special Trading Procedures, the Statement of Company Policy Regarding Insider Trading and federal securities laws with respect to any transactions involving or relating to the Common Stock;

     WHEREAS, the Trustees are of the view that it is appropriate and in the best interests of the Foundation to consider diversification of the Foundation assets, and as a result, may decide to sell shares of Common Stock or otherwise enter into transactions involving or relating to the Common Stock;

     WHEREAS, the Trustees desire to enter into transactions with respect to the Common Stock which will comply with the Company Policy Regarding Special Trading

1

Procedures, the Statement of Company Policy Regarding Insider Trading and federal securities laws.

     NOW THEREFORE, in consideration of the mutual promises contained herein, the Trustees agree as follows:

2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above.

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