SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
FIORAVANTI MARK

(Last) (First) (Middle)
6041 JOCELYN HOLLOW ROAD

(Street)
NASHVILLE TN 37205

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2004
3. Issuer Name and Ticker or Trading Symbol
GAYLORD ENTERTAINMENT CO /DE [ GET ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 8,000(1) D
Common Stock 22,500(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 08/12/2003(3) 08/12/2012 Common Stock 32,500 20.3 D
Stock Option (right to buy) 02/06/2004(4) 02/06/2013 Common Stock 16,000 20.03 D
Stock Option (right to buy) 02/05/2005(5) 02/05/2014 Common Stock 10,000 29.01 D
Explanation of Responses:
1. The restricted stock is exercisable in four equal annual installments beginning on 11/5/04.
2. This is a grant of restricted stock units that will vest 100% on February 1, 2008.
3. The option is exercisable in four equal installments beginning 8/12/03.
4. The option is exercisable in four equal annual installments beginning on 2/6/04.
5. The option is exercisable in four equal annual installments beginning on 2/5/05.
Remarks:
s/Carter R. Todd, attorney-in-fact 03/19/2004
** 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 5 (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.
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 LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS



	Know all by these presents, that the undersigned's hereby makes,
constitutes and appoints David C. Kloeppel, Carter R. Todd, or F. Mitch
Walker, Jr., signing singularly, 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
12th day of March, 2004.



								   s/Mark Fioravanti





STATE OF TENNESSEE

COUNTY
OF DAVIDSON



	On this 12th day of March, 2004, Mark
Fioravanti 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/Caroline C. Jones
						Notary Public




									   My Commission Expires:

11/26/05