SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CONNOR RODERICK F JR (Last) (First) (Middle) 338 JOCELYN HOLLOW ROAD (Street) NASHVILLE TN 37205 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GAYLORD ENTERTAINMENT CO /DE [ GET ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP & Chief Admin. Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/05/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$29.01	02/05/2004		A		12,000		02/05/2005(1)	02/05/2014	Common Stock	12,000	$0	12,000	D

Explanation of Responses:

1. Option will vest annually in 1/4/ increments beginning 2/5/05.

Remarks:

	/Carter R. Todd, attorney-in-fact for Rod Connor	02/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS



	Know all by these presents that the undersigned hereby makes,
constitutes and appoints Colin V. Reed and/or Carter R. Todd as the
undersigned's true and lawful attorney-in-fact, with full power and
authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

(1)	prepare, execute, acknowledge,
deliver and file Forms 3, 4, and 5 (including any amendments thereto) with
respect to the securities of Gaylord Entertainment Company, a Delaware
corporation (the "Company"), with the United States Securities and Exchange
Commission, any national securities exchanges and the Company, as
considered necessary or advisable under Section 16(a) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder,
as amended from time to time (the "Exchange Act");

(2)	seek or obtain,
as the undersigned's representative and on the undersigned's behalf,
information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and
trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

(3)	perform any and all other acts which
in the discretion of such attorney-in-fact are necessary or desirable for
and on behalf of the undersigned in connection with the foregoing.

The
undersigned acknowledges that:

(1)	this Power of Attorney authorizes,
but does not require, such attorney-in-fact to act in their discretion on
information provided to such attorney-in-fact without independent
verification of such information;

(2)	any documents prepared and/or
executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney will be in such form and will contain such
information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;

(3)	neither the Company nor
such attorney-in-fact assumes (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for
profit disgorgement under Section 16(b) of the Exchange Act; and


(4)	this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

	The undersigned hereby gives and
grants the foregoing attorney-in-fact full power and authority to do and
perform all and every act and thing whatsoever requisite, necessary or
appropriate to be done in and about the foregoing matters as fully to all
intents and purposes as the undersigned might or could do if present,
hereby ratifying all that such attorney-in-fact of, for and on behalf of
the undersigned, shall lawfully do or cause to be done by virtue of this
Limited Power of Attorney.

	This Power of Attorney shall remain in
full force and effect until revoked by the undersigned in a signed writing
delivered to such attorney-in-fact.

	IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this 7th
day of November, 2003.





									   /s Roderick
Connor Jr.
						Signature


																									 Roderick
Connor Jr.
						Print Name



STATE OF TENNESSEE
COUNTY
OF DAVIDSON



	On this 7th day of November, 2003, Roderick
Connor Jr. personally appeared before me, and acknowledged that he executed
the foregoing instrument for the purposes therein contained.

	IN
WITNESS WHEREOF, I have hereunto set my hand and official seal.




									   /s Ruth Wortylko
						Notary Public





						My Commission Expires:
									   July 24,
2004