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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________

COMMISSION FILE NO. 1-13079

GAYLORD ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE 73-0664379
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)

ONE GAYLORD DRIVE, NASHVILLE, TENNESSEE 37214
(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code) (615) 316-6000

Securities registered pursuant to Section 12(b) of the Act:

COMMON STOCK -- $.01 PAR VALUE NEW YORK STOCK EXCHANGE
(Title of Class) (Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

NONE
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 18, 1999, 32,809,448 shares of Common Stock were outstanding.
The aggregate market value of the shares of Common Stock held by non-affiliates
of the registrant based on the closing price of the Common Stock on the New York
Stock Exchange on March 18, 1999 was approximately $464,664,000. Shares of
Common Stock held by non-affiliates exclude only those shares beneficially owned
by officers and directors.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Stockholders for the year
ended December 31, 1998 are incorporated by reference into Part II of this Form
10-K. Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held May 13, 1999 are incorporated by reference into Part III
of this Form 10-K.

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2

GAYLORD ENTERTAINMENT COMPANY

1998 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PAGE
----

PART I
Item 1 Business.................................................... 1
Item 2 Properties.................................................. 12
Item 3 Legal Proceedings........................................... 13
Item 4 Submission of Matters to a Vote of Security Holders......... 14
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 14
Item 6 Selected Financial Data..................................... 15
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 15
Item 7A Quantitative and Qualitative Disclosures About Market
Risk...................................................... 15
Item 8 Financial Statements and Supplementary Data................. 15
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 15
PART III
Item 10 Directors and Executive Officers of the Registrant.......... 15
Item 11 Executive Compensation...................................... 15
Item 12 Security Ownership of Certain Beneficial Owners and
Management................................................ 16
Item 13 Certain Relationships and Related Transactions.............. 16
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form
8-K....................................................... 16
SIGNATURES........................................................... 17

PART I

ITEM 1. BUSINESS

INTRODUCTION AND HISTORY

Gaylord Entertainment Company (the "Company") is a diversified
entertainment company operating principally in three industry segments: (i)
hospitality and attractions; (ii) broadcasting and music; and (iii) cable
networks.

The Company traces its origins to a newspaper publishing business founded
in 1903 in the Oklahoma Territory by a group including the Gaylord and Dickinson
families. In 1928, the Company entered the radio broadcasting business and, in
1949, expanded its broadcasting interests to include television stations. The
Company currently owns a television station that is affiliated with the CBS
television network and three radio stations. See "-- Broadcasting and Music."

In 1983, the Company acquired Opryland USA, an interrelated group of
businesses tracing their origins to the Grand Ole Opry music radio show created
in 1925, which has become the cornerstone of the company's hospitality and
attractions businesses. Opryland USA has developed an entertainment and
convention/resort complex in Nashville, Tennessee, that is anchored by the Opry
House (the current home of the Grand Ole Opry), the Opryland Hotel, which is one
of the nation's largest convention/resort hotels, and, until the end of 1997,
the Opryland theme park. Beginning in 2000, the former Opryland theme park site
will be home to Opry Mills, a $200 million entertainment/retail complex to be
built in partnership with The Mills Corporation. See "-- Hospitality and
Attractions."

Also in 1983, Opryland USA entered the cable networks business by launching
The Nashville Network ("TNN"), a cable network with a national audience
featuring country lifestyles, entertainment, and sports, and, in 1991, the
Company acquired a 67% interest in Country Music Television ("CMT"), a cable
network with a 24-hour country music video format. The Company subsequently
expanded CMT outside the U.S., and the first of the CMT International cable
networks was launched in Europe in 1992. CMT International, which programs
primarily country music videos, was later expanded into Asia and the Pacific
Rim, as well as Latin America. In 1994, the Company entered into an agreement to
manage the operations of Z Music, a cable network currently featuring
contemporary Christian music videos. During 1998, the Company obtained a
controlling interest in Z Music. In January 1997, the Company acquired the
assets of Word Entertainment ("Word"), one of the largest contemporary Christian
music companies in the world. See "-- Cable Networks" and "-- Broadcasting and
Music."

Prior to September 30, 1997, the Company was a wholly owned subsidiary of a
corporation which was then known as Gaylord Entertainment Company ("Old
Gaylord"). On October 1, 1997, Old Gaylord consummated a transaction with CBS
Corporation ("CBS") and G Acquisition Corp., a wholly owned subsidiary of CBS
("Sub"), pursuant to which Sub was merged (the "CBS Merger") with and into Old
Gaylord, with Old Gaylord continuing as the surviving corporation and a wholly
owned subsidiary of CBS. Prior to the CBS Merger, Old Gaylord was restructured
(the "Restructuring") by transferring its assets and liabilities, other than
TNN, the U.S. and Canadian operations of CMT, and certain other related assets
and liabilities (collectively, the "Cable Networks Business"), to the Company
and its subsidiaries. Following the Restructuring, on September 30, 1997, Old
Gaylord distributed (the "Distribution") pro rata to its stockholders all of the
outstanding capital stock of the Company. In connection with these transactions,
the Company and Old Gaylord entered into various agreements relating to the
future relationship between the Company and Old Gaylord (as a subsidiary of CBS)
after the CBS Merger (the "CBS Transitional Agreements"), the net cost of which,
if any, is expected to be immaterial to the Company. Immediately following the
CBS Merger, the Company changed its name to Gaylord Entertainment Company.

Unless the context otherwise requires, references in this Annual Report on
Form 10-K to the "Company" for periods prior to the Distribution are to Old
Gaylord.

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HOSPITALITY AND ATTRACTIONS

The Company's hospitality and attractions operations consist primarily of
an interrelated group of businesses including the Grand Ole Opry, the Opryland
Hotel, the Wildhorse Saloon, the Ryman Auditorium, the General Jackson (an
entertainment showboat), and other related businesses. See Note 14 to the
Company's Consolidated Financial Statements for the amounts of revenues,
operating income, and identifiable assets attributable to the Company's
hospitality and attractions operations.

Convention/Resort Hotel Operations

The Opryland Hotel. The Opryland Hotel, situated on approximately 120
acres in the Opryland complex, is one of the largest hotels in the United States
in terms of number of guest rooms, and it has more meeting and exhibit space per
room than any other convention hotel in the world. The Opryland Hotel attracts
convention business, which accounted for approximately 80% of the hotel's
revenues in each of 1998, 1997, and 1996, from major trade associations and
corporations. It also serves as a destination resort for vacationers seeking
accommodations in close proximity to the Grand Ole Opry and the Springhouse Golf
Club, the Company's 18-hole championship golf course, as well as to other
attractions in the Nashville area. The Company believes that the ambiance
created at the Opryland Hotel by combining a state of the art convention
facility, live musical entertainment, and old-fashioned Southern hospitality and
charm are factors that differentiate it from other convention/resort hotels.

The following table sets forth information concerning the Opryland Hotel
for each of the five years in the period ended December 31, 1998.

YEARS ENDED DECEMBER 31,
----------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------

Average number of guest rooms........... 2,884 2,866 2,613 1,907 1,878
Occupancy rate.......................... 79.1% 85.4% 84.7% 87.5% 87.9%
Average room rate....................... $ 141.28 $ 135.03 $ 131.21 $ 132.99 $ 130.15
Food and beverage revenues (in
thousands)............................ $ 72,659 $ 76,408 $ 59,904 $ 50,418 $ 48,694
Total revenues (in thousands)........... $223,781 $231,354 $196,226 $153,062 $147,049

To serve conventions, the Opryland Hotel has 2,884 guest rooms, four
ballrooms with approximately 123,900 square feet, 85 banquet/meeting rooms, and
total dedicated exhibition space of approximately 289,000 square feet. In
addition to extensive convention facilities, the Opryland Hotel features the
Delta, a 4.5 acre atrium containing a New Orleans street scene with shops; a 1.5
acre garden conservatory; a 1.5 acre water-oriented interior space called the
Cascades; fifteen food and beverage outlets including a food court featuring a
variety of cuisines; three swimming pools; and twenty-nine retail outlets. In
the Delta, hotel guests and visitors can take boat rides on the Delta's indoor
river. Live entertainment is featured in the Cascades and in the hotel's
restaurants and lounges, and special productions for conventions are often
staged in the hotel or on the General Jackson showboat. The Springhouse Golf
Club attracts conventions requiring the availability of golf and makes the hotel
more attractive to vacationers. The Springhouse Golf Club also hosts an annual
PGA Tour event, the BellSouth Senior Classic at Opryland, which is televised on
NBC.

The Opryland Hotel directs its convention marketing efforts primarily to
major trade, industry, and professional associations and corporations. The
Company believes that the primary factors in successfully marketing the Opryland
Hotel to meeting planners have been the reputation of the Opryland Hotel's
services and facilities; the Opryland Hotel's ability to offer comprehensive
convention services at a single facility; the quality and variety of
entertainment and activities available at the hotel and in the Opryland complex
generally; and the central location of Nashville within the United States. The
Opryland Hotel typically enters into contracts for conventions several years in
advance. To date, Opryland Hotel has experienced a minimal number of
cancellations. Conventions under contract that cancel are required to pay
certain penalties and face the possible loss of future convention space at the
hotel. As of February 28, 1999, convention bookings for the balance of 1999 and
for 2000 were approximately 597,706 and 600,973 guest room nights, respectively,

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representing approximately 67.7% and 57.1%, respectively, of available guest
room nights for such periods, and the hotel had advance convention bookings
extending into the year 2020.

The Company also markets the Opryland Hotel as a destination resort through
national and local advertising and a variety of promotional activities. As part
of its marketing activities, the Company advertises promotional "packages" on
TNN and CMT and through other media, including KTVT in Dallas. Pursuant to the
CBS Transitional Agreements, the Company continues to have access to promotional
spots on TNN and CMT, consistent with past practices, allowing the Company to
promote the Opryland Hotel and other properties on these cable networks for a
period of five years. Such promotions include "Springtime Getaway," the
International Country Music Fan Fair Celebration in June of each year, "Opryland
Summer Vacation" and "A Country Christmas," which begins each year in November
and runs through Christmas Day. The Country Christmas program has contributed to
the hotel's high occupancy rate during the months of November and December,
traditionally a slow period for the hotel industry.

The Inn at Opryland. During 1998 the Company purchased a 307-room hotel
facility with approximately 6,500 square feet of meeting space and a 175-seat
restaurant adjacent to the Opryland complex for approximately $16 million and
renamed the facility the Inn at Opryland.

The General Jackson. The General Jackson, a 300-foot, four-deck paddle
wheel showboat, operates on the Cumberland River, which flows past the Opryland
complex. Its Victorian Theatre can seat 620 people for banquets and 1,000 people
for theater-style presentations. The showboat stages Broadway-style shows and
other theatrical productions. It is one of many sources of entertainment that
the Company makes available to conventions held at the Opryland Hotel and
contributes to the Company's revenues from convention participants. During the
day it serves primarily tourists visiting the Opryland complex and the Nashville
area.

Opryland Lodging Group. In February 1998, the Company announced the
formation of a new hotel management company (the "Opryland Lodging Group") to
expand the Opryland Hotel concept to other areas of the country. Opryland
Lodging Group's business strategy is to develop properties in selected locations
across the U.S. to serve meetings and conventions in the same manner as the
Opryland Hotel, as well as to explore opportunities to acquire and manage
existing properties, provide consulting services and pursue joint ventures with
other businesses.

Plans for the properties to be developed include the following components
which the Company believes are the foundation of its success with the Opryland
Hotel in Nashville: (i) state-of-the-art meeting facilities, including a high
ratio of square footage of meeting and exhibit space per guest room;
(ii) expansive atriums themed to capture geographical and cultural aspects of
the region in which the property is located; and (iii) entertainment components
and venues creating a guest experience not typically found in convention hotels.

Opryland Lodging Group has researched various markets in the United States
and has determined that those markets in the southern half of the country are
most desirable to convention planners due to more favorable year-round weather
conditions. Two markets, Osceola County, Florida, near Orlando, and Grapevine,
Texas, near Dallas-Fort Worth, have been chosen for the first two properties to
be developed. Opryland Lodging Group has entered into contracts to acquire real
property (subject to contingencies) for the Grapevine location and is currently
negotiating a lease to occupy a specific site in Osceola County. Conceptual and
schematic design work is in progress for the hotels to be developed in these
markets. Initial plans for each of the properties include 1,400-1,600 guest
rooms and approximately 350,000 square feet of meeting and exhibit space.

The Company intends to commence construction on the Osceola County property
during the second quarter of 1999 with an anticipated opening in 2002. The
Grapevine property construction is expected to commence in late 1999 or early
2000 with an anticipated opening in 2003. Total development costs for each of
the hotels is expected to be in excess of $300 million. The Company is currently
evaluating various financing alternatives for these projects.

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Opry Mills

From 1972 until the end of 1997, the Company operated the Opryland theme
park, a musical show park that emphasized live productions of country, rock 'n'
roll, gospel, bluegrass, and Broadway show tunes. In November 1997, the Company
announced plans to close the Opryland theme park and to develop Opry Mills, a
$200 million entertainment/retail complex, in partnership with The Mills
Corporation. The Company owns a one-third interest in the partnership. The new
1.2 million leasable square foot Opry Mills retail complex is expected to
enhance the Opryland properties, particularly the Opryland Hotel, the Grand Ole
Opry, and the General Jackson. Unlike the Opryland theme park, which operated
full-time only in the summer and part-time during the Christmas season and on
weekends in the spring and autumn, Opry Mills will provide shopping,
entertainment, and dining experiences for visitors to the Company's existing
properties on a year-round basis. The Company currently expects that Opry Mills
will open in the spring of 2000.

Country Music Entertainment

The Grand Ole Opry. The Grand Ole Opry, the most widely known platform for
country music in the world, is a live country music show with performances every
Friday and Saturday night and frequent summer matinees. The Opry House, home of
the Grand Ole Opry, is located in the Opryland complex. The show is broadcast by
WSM-AM radio every Friday and Saturday night from the Opry House, and TNN
telecasts a 30-minute live segment every Saturday night. Pursuant to the CBS
Transitional Agreements, this live segment of the Grand Ole Opry will continue
to be shown on TNN until at least September of 2002. The show has been radio
broadcast since 1925 on WSM-AM, making it the longest running live radio program
in the world.

The Grand Ole Opry currently has 71 performing members who are stars or
other notables in the country music field. Members perform at the Grand Ole
Opry, and there are no financial inducements attached to membership in the Grand
Ole Opry other than the prestige associated with membership. In addition, the
Grand Ole Opry presents performances by many other country music artists.
Members include traditional favorites such as Loretta Lynn and George Jones
along with contemporary artists like Garth Brooks, Vince Gill, and Lorrie
Morgan. The following is a list of the current members of the Grand Ole Opry
(including year of membership).

MEMBERS OF THE GRAND OLE OPRY

Bill Anderson-1961
Ernie Ashworth-1964
Clint Black-1991
Garth Brooks-1990
Jim Ed Brown-1963
Bill Carlisle-1953
Roy Clark-1987
John Conlee-1981
Wilma Lee Cooper-1957
Skeeter Davis-1959
Diamond Rio-1998
Little Jimmy Dickens*-1948
Joe Diffie-1993
Roy Drusky-1958
Holly Dunn-1989
The 4 Guys-1967
Larry Gatlin & The Gatlin
Brothers Band-1976
Don Gibson-1958
Vince Gill-1991
Billy Grammer-1959
Jack Greene-1967
Tom T. Hall-1980
George Hamilton IV-1960
Emmylou Harris-1992
Jan Howard-1971
Alan Jackson-1991
Stonewall Jackson-1969
Jim & Jesse-1964
George Jones*-1969
Hal Ketchum-1994
Alison Krauss-1993
Hank Locklin-1960
Charlie Louvin-1955
Patty Loveless-1988
Loretta Lynn*-1962
Barbara Mandrell-1972
Martina McBride-1995
Mel McDaniel-1986
Reba McEntire-1986
Ronnie Milsap-1976
Lorrie Morgan-1984
Jimmy C. Newman-1956
The Osborne Brothers-1964
Bashful Brother Oswald-1995
Dolly Parton-1969
Johnny PayCheck-1997
Stu Phillips-1967
Ray Pillow-1966
Charley Pride-1993
Jeanne Pruett-1973
Del Reeves-1966
Riders in the Sky-1982
Johnny Russell-1985
Jeannie Seely-1967
Ricky Van Shelton-1988
Jean Shepard-1955
Ricky Skaggs-1982
Connie Smith-1971
Mike Snider-1990
Hank Snow*-1950
Marty Stuart-1992
Randy Travis-1986
Travis Tritt-1992
Porter Wagoner-1957
Billy Walker-1960
Charlie Walker-1967
Steve Wariner-1996
The Whites-1984
Teddy Wilburn-1953
Boxcar Willie-1981
Trisha Yearwood-1999

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* Members of the Country Music Hall of Fame.

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The Opry House, which was built in 1974 to replace the Ryman Auditorium as
the home of the Grand Ole Opry, contains a 45,000 square foot auditorium with
4,400 seats, a television production center that includes a 300-seat studio as
well as lighting, audio, and video control rooms, and set design and scenery
shops. The Opry House is used by the Company for the production of television
and other programming and for third parties such as national television networks
and the Public Broadcasting System. The Opry House is also rented for concerts,
theatrical productions, and special events and is used by the Opryland Hotel for
convention entertainment and events. Pursuant to the CBS Transitional
Agreements, TNN and CMT will have access to and use of the Opry House and
certain other properties owned by the Company until at least September of 2002.

The Wildhorse Saloon. Since 1994, the Company has owned and operated the
Wildhorse Saloon, a country music dance club on historic Second Avenue in
downtown Nashville. The three story, 56,000 square-foot facility includes a
3,000 square-foot dance floor, 190-seat restaurant and banquet facility, and a
15' x 22' television screen featuring, among other things, country music videos.
The club also has a broadcast-ready stage and facilities to house mobile
production units from which broadcasts of live concerts may be distributed
nationwide. In April, 1998, a second Wildhorse Saloon was opened at the Walt
Disney World(R) Resort near Orlando, Florida by a joint venture created in 1995
to expand the Wildhorse Saloon concept beyond Nashville to major, high-profile
tourism cities around the country. The joint venture was originally owned 51% by
the Company and 49% by The Levy Restaurant Group ("Levy"). Effective December
31, 1998, the Company purchased Levy's interest in the partnership. The Orlando
Wildhorse entertainment venue and restaurant comprises approximately 27,000
square feet.

Ryman Auditorium. In 1994, the Company re-opened the renovated Ryman
Auditorium, the former home of the Grand Ole Opry, for concerts and musical
productions, including musicals produced by the Company such as "Always . . .
Patsy Cline" and "Lost Highway," a tribute to the life and music of Hank
Williams. In 1998, the Ryman Auditorium presented a new production called "Bye
Bye Love," based on the lives and music of the Everly Brothers. The Ryman
Auditorium, built in 1892, is listed on the National Register of Historic Places
and seats approximately 2,100. Recent performers at the Ryman Auditorium include
James Brown, Bob Dylan, Amy Grant, Lyle Lovett, The Dave Matthews Band, Ricky
Skaggs, and Bruce Springsteen.

Other Attractions

Oklahoma City Redhawks. In 1998, the Company acquired additional interests
in OKC Athletic Club Limited Partnership, a limited partnership that owns the
Oklahoma City Redhawks, a minor league baseball club, and in certain concession
rights. The additional interests were acquired in exchange for cash
consideration of approximately $2.2 million. The Company currently owns a
combined 65% interest in OKC Athletic Club Limited Partnership.

BROADCASTING AND MUSIC

The Company's broadcasting and music operations during 1998 consisted
primarily of one television station, three radio stations, Word and Acuff-Rose
Music Publishing, Inc. ("Acuff-Rose") (formerly known as Opryland Music Group).
See Note 14 to the Company's Consolidated Financial Statements for the amounts
of revenues, operating income, and identifiable assets attributable to the
Company's broadcasting and music operations.

KTVT

The Company has been engaged in television broadcasting since 1949, at one
time owning as many as seven television stations. As of December 31, 1998, the
Company owned and operated one television station: KTVT, in Dallas-Fort Worth,
Texas, which has been affiliated with the CBS television network since 1995.

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As of November 1998, based on the Nielsen Station Index produced by the
A.C. Nielsen Company ("Nielsen"), KTVT, broadcasting on channel 11, was the
fourth ranked station out of 13 commercial stations in the Dallas-Fort Worth
Designated Market Area ("DMA"). A DMA is an exclusive geographic area consisting
of all counties in which the local stations receive a preponderance of total
viewing hours. The Dallas-Fort Worth DMA, consisting of 1.95 million television
households, is the seventh largest DMA in the United States. KTVT's broadcast
license issued by the Federal Communications Commission (the "FCC") expires in
2006. See "-- Regulation and Legislation."

KTVT has historically generated revenues from local, regional, and national
spot advertising. The majority of local, regional, and national spot advertising
contracts are short-term, generally running for only a few weeks. Advertising
rates charged by a television station are based primarily upon the demographics
and number of television households in the area served by the station, as well
as the station's ability to attract audiences as reflected in surveys made by
Nielsen. DMA data, which is published by Nielsen, is a significant factor in
determining television advertising rates. Rates are highest during the most
desirable viewing hours (generally between 5:00 p.m. and midnight). The rates
for local and national advertising are determined by KTVT. Local advertising
spots are sold by KTVT's sales personnel and national advertising spots are sold
by HRP, Inc., the national advertising sales agent for KTVT. Pursuant to an
affiliation agreement with CBS, KTVT receives cash compensation and network
programming from CBS (which represents the majority of the programming for
KTVT). In turn, the affiliation agreement entitles CBS to a portion of the
advertising spots on KTVT.

Radio Stations

WSM-AM and WSM-FM. The Company's radio stations WSM-AM and WSM-FM
commenced broadcasting in 1925 and 1967, respectively. The Company's involvement
with country music dates back to the creation of the Grand Ole Opry, which has
been broadcast live on WSM-AM since 1925.

WSM-AM and WSM-FM are each broadcast from the Opryland complex and have
country music formats. WSM-AM went on the air in 1925 and is one of the nation's
25 "clear channel" stations, meaning that no other station in a 750-mile radius
uses the same frequency for nighttime broadcasts. As a result, the station's
signal, transmitted by a 50,000 watt transmitter, can be heard at night in much
of the United States and parts of Canada. The Company has radio broadcast
studios in the Opryland Hotel and at the Wildhorse Saloon.

WWTN-FM. In 1995, The Company acquired the assets of radio station
WWTN-FM, operated out of Nashville, Tennessee, which has a news/talk/sports
format.

Music

Word Entertainment. Word is one of the largest contemporary Christian
music companies in the world, with six proprietary record labels featuring
artists such as Amy Grant (the top-selling contemporary Christian music artist
of all time), Shirley Caesar, Bryan Duncan, Point Of Grace, and Jaci Velasquez.
Word produces a wide variety of contemporary Christian and inspirational music,
including adult contemporary, pop, country, rock, gospel, praise and worship,
rap, metal, and rhythm and blues, with an emphasis on positive and inspirational
themes. Other significant Word operations include the creation of print music,
congregational hymnals, and children's videos. Word's music publishing division
includes a catalog of over 40,000 songs. In addition, Word has entered into
various exclusive distribution agreements for the sale of music and video
products owned by third parties. Word's products are distributed through both
the Christian bookstore market by its own dedicated sales force and other
mainstream retail stores through its distribution agreement with Epic Records.
In addition, Word produces acoustical and instrumental entertainment recordings
for distribution through the mass market and sells its product line directly to
churches and related educational institutions.

Blanton Harrell Entertainment. In March 1997, the Company acquired Blanton
Harrell Entertainment, an international management company which, together with
Word and Z Music, anchor the Company's

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entertainment offerings. Blanton Harrell Entertainment manages primarily
Christian music artists, including Amy Grant, Michael W. Smith, and CeCe Winans.

Acuff-Rose Music Publishing. Acuff-Rose is primarily engaged in the music
publishing business and owns one of the world's largest and Nashville's oldest
catalog of copyrighted country music songs. The Acuff-Rose catalog also includes
popular music, with songs of legendary writers such as Hank Williams, Pee Wee
King, Roy Orbison, and Don and Phil Everly. The Acuff-Rose catalog contains at
least 70 songs that have been publicly performed over a million times. Standards
such as "Oh, Pretty Woman," "Blue Eyes Cryin' in the Rain," and "When Will I Be
Loved" are included in the roster of Acuff-Rose songs. In addition to
commercially recorded music, Acuff-Rose issues licenses for the use of its songs
in films, plays, print, commercials, videos, cable, and television. In addition
to its U.S.-based business, through various subsidiaries and sub-publishers
Acuff-Rose collects a significant percentage of royalties on licenses granted in
a number of foreign countries.

Film Distribution

Pandora. In July 1998, the Company acquired Pandora Investment S.A., a
Paris-based film production and distribution company. Pandora is a worldwide
distributor of feature films and syndicated television programming, and conducts
most of its business outside of the United States.

CABLE NETWORKS

Following the CBS Merger, the Company's cable networks operations consist
primarily of CMT International and Z Music. See Note 14 to the Company's
Consolidated Financial Statements for the amounts of revenues, operating income,
and identifiable assets attributable to the Company's cable networks operations.

CMT International. In October 1992, the Company launched CMT International
in Europe. CMT International expanded its reach to include portions of Asia and
the Pacific Rim, including Australia and New Zealand, with the launch of a
second cable network in 1994. In 1995, CMT International launched its third
cable network in Latin America. The programming for CMT International currently
consists primarily of country music videos. In February 1998, the Company
announced its plans to expand the operations of CMT International in Asia and
the Pacific Rim and Latin America and to cease 24-hour operations in Europe. The
Company ceased its CMT Europe satellite feed on March 31, 1998. The Company is
currently exploring programming opportunities in selected European markets,
including the potential for block programming through existing cable channels.
At December 31, 1998, CMT International had 2.3 million subscribers.

Z Music. In 1994, the Company entered into an agreement to manage Z Music,
Inc. in exchange for an option to purchase 95% of Z Music's outstanding capital
stock. The Company funded Z Music's operations with advances under a note
receivable. During 1998, the Company foreclosed on the assets of Z Music
securing the note receivable and took possession of such assets. The foreclosure
was completed in fourth quarter 1998. In connection with the Company's
assumption of control of Z Music's assets, the Company recognized a charge of
$14.5 million net of taxes in 1998 due to the write-off of the note receivable.

The Z Music cable network features contemporary Christian music videos and
is currently available in approximately 6.4 million U.S. broadcast and cable
homes. The network's video programming covers a spectrum of musical styles,
ranging from inspirational, country and rock videos to spiritual music videos
with more overt Christian messages. The Z Music network also programs music news
and artists' interviews, featuring artists with strong convictions and a passion
for their message. The network's programming includes positive, uplifting music
by artists that are not necessarily categorized as Christian.

ADDITIONAL INTERESTS

Bass Pro Shops. In 1993, the Company purchased a minority interest in a
partnership that owns and operates Bass Pro Shops, a leading retailer of premium
outdoor sporting goods and fishing tackle. Bass Pro Shops serves its customers
through an extensive mail order catalog operation, a 185,000-square-foot retail

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center in Springfield, Missouri, and additional retail stores in Atlanta,
Georgia, Gurnee, Illinois (near Chicago), Ft. Lauderdale, Florida, Islamorada,
Florida and Grapevine, Texas, near the planned site for development of a new
Opryland Hotel. Bass Pro Shops has announced plans to build five additional
stores, including one to be located in the new Opry Mills complex. The
partnership also owns a two-thirds interest in Tracker Marine, a manufacturer of
fiberglass and aluminum fishing boats, which are sold through the Bass Pro Shops
catalogs and by means of wholesale distribution to authorized dealers. The
Company's properties are featured in the approximately 34 million Bass Pro Shops
catalogs published annually. Bass Pro Shops also owns Big Cedar Lodge, a 1,250
acre resort development on Table Rock Lake located in the Ozark Mountains in
southern Missouri.

Nashville Predators. In 1997, the Company acquired a 19.9% interest in
Nashville Hockey Club Limited Partnership, a limited partnership that owns the
Nashville Predators, an expansion franchise of the National Hockey League that
began its inaugural season in the fall of 1998, in exchange for cash
consideration of approximately $12.8 million.

COMPETITION

Hospitality and Attractions

The Company's hospitality and attractions operations compete with all other
forms of entertainment, lodging, and recreational activities. In addition to the
competitive factors outlined below for each of the Company's businesses within
the hospitality and attractions segment, the success of the hospitality and
attractions segment is dependent upon certain factors beyond the Company's
control including economic conditions, amount of available leisure time,
transportation costs, public taste, and weather conditions.

The Opryland Hotel competes with other hotels throughout the United States
and abroad, including many hotels operated by companies with greater financial,
marketing, and human resources than the Company. Principal factors affecting
competition within the convention/resort hotel industry include the hotel's
reputation, quality of facilities, location and convenience of access, price,
and entertainment. The hotel business is management and marketing intensive, and
the Opryland Hotel competes with other hotels throughout the United States for
high quality management and marketing personnel. Although the Opryland Hotel has
historically enjoyed a relatively low rate of turnover among its managerial and
marketing personnel, there can be no assurance that it will continue to be able
to attract and retain high quality employees with managerial and marketing
skills. The hotel also competes with other employers for non-managerial
employees in the Middle Tennessee labor market, which recently has had a low
level of unemployment. The low unemployment rate makes it difficult to attract
qualified non-managerial employees and has been a substantial factor in the high
turnover rate among those employees.

Broadcasting and Music

KTVT competes for advertising revenues primarily with television stations
serving the Dallas-Fort Worth DMA, including both independent stations and
network-affiliated stations. Advertising rates of KTVT are based principally on
the size, market share, and demographic profile of its viewing audience. WSM-AM,
WSM-FM, and WWTN-FM similarly compete for advertising revenues with other radio
stations in the Nashville market on the basis of formats, ratings, market share,
and the demographic makeup of their audiences. The Company's television and
radio stations also compete with cable networks and local cable channels for
both audience share and advertising revenues and with the Internet, radio,
newspapers, billboards, and magazines for advertising revenues. Other sources of
present and potential competition are prerecorded video cassettes, direct
broadcast satellite services, and multi-channel, multi-point distribution
services. Management competence and experience, station frequency signal
coverage, network affiliation, effectiveness of programming format, sales
effort, and level of customer service are all important factors in determining
competitive position.

Word competes with numerous other companies that publish and distribute
Christian inspirational music, many of which have longer operating histories and
certain of which are tax exempt organizations. Word and Blanton Harrell
Entertainment compete with other record and music publishing companies, both
Christian

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and secular, to sign top artists and songwriters, and new talent. The Company's
ability to sign and re-sign popular recording artists and successful songwriters
depends on a number of factors, including distribution and marketing
capabilities, Word's management team, and the royalty and advance arrangements
offered.

Cable Networks

CMT International and Z Music compete for viewer acceptance with all forms
of video entertainment, including other basic cable services, premium cable
services, commercial television networks, independent television stations, and
products distributed for the home video markets, in addition to the motion
picture industry and other communications, media, and entertainment services.
CMT International and Z Music compete with other nationally and internationally
distributed cable networks and local broadcast television stations for available
channel space on cable television systems, with other cable networks for
subscriber fees from cable systems operators, and with all forms of
advertiser-supported media for advertising revenues. The Company also competes
to obtain creative talents, properties, and market share, which are essential to
the success of its cable networks business.

The principal competitive factors in obtaining viewer acceptance, on which
cable subscriber fees and advertiser support ultimately depend, are the appeal
of the networks' programming focus and the quality of their programming. Music
videos constitute substantially all of CMT International's and Z Music's
programming. These videos are currently provided to the Company for promotional
purposes by record companies and may also be distributed to other programming
services as well as to other media.

Until September of 2002, pursuant to the CBS Transitional Agreements, the
Company is prohibited from owning or operating a cable network featuring country
music videos or a significant amount of musical, sports, variety, or other
entertainment features or series, the theme of which is perceived by the viewing
public as "country entertainment." The Company is also generally prohibited,
during such five-year period, from providing, or making available for viewing,
"country entertainment" programming on a cable network or an over-the-air
broadcast television station. Notwithstanding the foregoing, the Company can own
and operate CMT International in any area outside of the United States and
Canada, provided that CMT International's programming, other than country music
videos, will not primarily consist of programming featuring or related to
"country entertainment."

REGULATION AND LEGISLATION

Hospitality and Attractions

The Opryland Hotel is subject to certain federal, state, and local
governmental regulations including, without limitation, health, safety, and
environmental regulations applicable to hotel and restaurant operations. The
Company believes that it is in substantial compliance with such regulations. In
addition, the sale of alcoholic beverages by the Opryland Hotel requires a
license and is subject to regulation by the applicable state and local
authorities. The agencies involved have full power to limit, condition, suspend,
or revoke any such license, and any disciplinary action or revocation could have
an adverse effect upon the results of the operations of the Company's
hospitality and attractions segment.

Broadcasting and Music

Radio and television broadcasting is subject to regulation under the
Communications Act of 1934, as amended (the "Communications Act"). Under the
Communications Act, the FCC, among other things, assigns frequency bands for
broadcasting; determines the frequencies, location, and signal strength of
stations; issues, renews, revokes, and modifies station licenses; regulates
equipment used by stations; and adopts and implements regulations and policies
that directly or indirectly affect the ownership, operation, and other practices
of broadcasting stations.

Licenses issued for radio and television stations have terms of eight
years. Television and radio broadcast licenses are renewable upon application to
the FCC and in the past usually have been renewed except in rare cases.
Competing applications will not be accepted at the time of license renewal, and
will not be entertained

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at all unless the FCC first concludes that renewal of the license would not
serve the public interest. A station will be entitled to renewal in the absence
of serious violations of the Communications Act or the FCC regulations or other
violations which constitute a pattern of abuse. The Company is aware of no
reason why its radio and television station licenses should not be renewed.

FCC regulations also limit concentrations of media ownership on both the
local and national levels. FCC regulations prohibit the common ownership or
control of most communications media serving the same market areas (i.e., (i)
television and radio ownership; (ii) television and daily newspapers; (iii)
radio and daily newspapers; and (iv) television and cable television). The FCC's
liberal waiver policy for joint television and radio ownership now covers the
top 50 markets. The number of radio stations a single entity may own in the same
market area depends on the number of stations operating in the local radio
market, and the FCC is conducting a rulemaking proceeding to consider whether
owning more than one television station in the same market area may be
permitted. The FCC has also issued a notice of inquiry for the purpose of
reevaluating the restriction on radio/newspaper cross ownership. FCC regulations
do not limit the total number of television broadcast stations held by any
single entity so long as all of the stations under common control do not attain
an aggregate national audience reach exceeding 35%. There are no limits on the
total number of radio stations commonly owned on a national basis.

The Communications Act also places certain limitations on alien ownership
or control of entities holding broadcast licenses. The Restated Certificate of
Incorporation of the Company (the "Restated Certificate") contains a provision
permitting the Company to redeem common stock from certain holders if the Board
of Directors deems such redemption necessary to prevent the loss or secure the
reinstatement of any of its licenses or franchises. Communications companies may
have non-citizen officers and directors.

The foregoing is only a brief summary of certain provisions of the
Communications Act and FCC regulations. The Communications Act and FCC
regulations may be amended from time to time, and the Company cannot predict
whether any such legislation will be enacted or whether new or amended FCC
regulations will be adopted, or the effect on the Company of any such changes.

Cable Networks

CMT International's programming and uplink services are handled in the
United States. Although the operations of the Company's cable networks are not
directly subject to regulation, any future legislation or regulatory actions
that increase rate regulation or effect structural changes on the Company's
cable networks could require cable networks to lower charges for their
programming. Increased rate regulation could, among other things, affect the
ability or willingness of cable system operators to establish or retain Z Music
as a basic tier cable service.

EMPLOYEES

As of December 31, 1998, the Company had approximately 4,860 full-time and
1,380 part-time and seasonal employees. The Company believes that its
relationship with its employees is good.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information regarding executive
officers of the Company as of the date hereof. All officers serve at the
discretion of the Board of Directors.

NAME AGE POSITION
- ---- --- --------

Edward L. Gaylord............................ 79 Chairman of the Board
E. K. Gaylord II............................. 41 Vice-Chairman of the Board
Terry E. London.............................. 49 Director, President and Chief Executive Officer
Joseph B. Crace.............................. 44 Senior Vice President and Chief Financial Officer
Jerry O. Bradley............................. 59 President -- Acuff-Rose Music Publishing
Jack L. Gaines............................... 57 President -- Opryland Hospitality and Attractions
Group
Dan E. Harrell............................... 50 President -- Idea Entertainment
Carl W. Kornmeyer............................ 46 President -- Communications Group
David B. Jones............................... 55 President -- Opryland Lodging Group
Rod F. Connor, Jr............................ 46 Senior Vice President and Chief Administrative
Officer

The following is additional information with respect to the above-named
executive officers and directors.

Mr. Edward L. Gaylord served as President and Chief Executive Officer of
the Company from 1974 until October 1991, and has served as Chairman of the
Board of the Company since October 1991. Mr. Gaylord has been a director of the
Company since 1946. Mr. Gaylord is currently the chairman and a director of The
Oklahoma Publishing Company ("OPUBCO"). Mr. Gaylord is active in numerous civic
and charitable organizations, and is (among others) chairman of the Oklahoma
Industries Authority, director and past president (ten years) of the State Fair
of Oklahoma, chairman and director of The Oklahoma Medical Research Foundation
and chairman and director of the National Cowboy Hall of Fame & Western Heritage
Center. Mr. Gaylord is the father of Mr. E. K. Gaylord II and Mrs. Christine
Gaylord Everest, both of whom are directors of the Company.

Mr. E. K. Gaylord II has served as Vice-Chairman of the Board of the
Company since May 1996 and as a director since 1977. Mr. Gaylord has been the
president of OPUBCO since June 1994 and is a director of OPUBCO. He served as
executive vice president and assistant secretary of OPUBCO from June 1993 until
June 1994. He also owns and operates the Lazy E Ranch in Guthrie, Oklahoma. Mr.
Gaylord is a director of the National Cowboy Hall of Fame & Western Heritage
Center and is a director of BASSGEC Management Company. Mr. Gaylord is the son
of Mr. Edward L. Gaylord and the brother of Mrs. Christine Gaylord Everest, both
of whom are directors of the Company.

Mr. London has been the President and Chief Executive Officer and a
director of the Company since May 1997. Mr. London was also the acting Chief
Financial Officer of the Company until February 1998. Prior to May 1997, Mr.
London had served, since March 1997, as Executive Vice President and Chief
Operating Officer and, from September 1993 until March 1997, as Senior Vice
President and Chief Financial and Administrative Officer of the Company. He
served as Vice President and Chief Financial Officer of the Company from October
1991 until September 1993, and has been employed by the Company in various
capacities since 1978. Mr. London is a certified public accountant.

Mr. Crace has served as the Senior Vice President and Chief Financial
Officer of the Company since February 1998. From June 1997 to February 1998, Mr.
Crace was the chief executive officer of Blue Sky Group, Inc., a venture capital
firm and a marketing and business development resource for entertainment, sports
and health care companies. Prior to founding Blue Sky Group, Inc., Mr. Crace
served in various capacities beginning in 1992 at Bob Evans Farms, Inc., a
restaurant and consumer products company, including group vice president in
charge of specialty products and business development and president and chief
executive officer of its Hickory Specialties, Inc. subsidiary, a manufacturer of
barbecue grills and accessories, charcoal briquettes, and liquid smoke.

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Mr. Bradley has served as President of Acuff-Rose Music Publishing since
September 1993 and, prior to that time, as General Manager of Acuff-Rose Music
Publishing since July 1986. Prior to joining Acuff-Rose Music Publishing, Mr.
Bradley operated Bradley Productions, an independent production company for
three years and worked for RCA Records for 16 years.

Mr. Gaines has served as the President of the Opryland Hospitality and
Attractions Group since February 1998. From 1994 until February 1998, Mr. Gaines
operated JLG Consulting, a hotel consulting business. From 1993 until 1994, Mr.
Gaines was the general manager of La Cantera Resort in San Antonio, Texas. From
1990 until 1993, Mr. Gaines was senior vice president and director of operations
for Omni Hotels.

Mr. Harrell has been President of Idea Entertainment, the Company's family
entertainment subsidiary that includes the operations of Word, since the
Company's March 1997 acquisition of Blanton Harrell Entertainment, an artist
management company that manages the careers of several prominent contemporary
Christian music artists. For over 17 years prior to such acquisition, Mr.
Harrell was co-owner of Blanton Harrell Entertainment.

Mr. Kornmeyer has been President of the Communications Group since October
1997. He served as Senior Vice President of Broadcast and Business Affairs of
the Company's broadcasting and cable networks operations from March 1996 until
October 1997. He served as Vice President of Business Affairs of the Company's
broadcasting and cable networks operations from March 1994 until February 1996,
and, from August 1989 through February 1994, he was Executive Director of
Business and Financial Affairs of the Company's broadcasting and cable networks
operations.

Mr. Jones has been the President of the newly formed Opryland Lodging Group
since May 1998. From 1993 until May 1998, Mr. Jones served as President and
Chief Operating Officer of John Q. Hammons Hotels, Inc.

Mr. Connor has served as the Senior Vice President and Chief Administrative
Officer of the Company since December 1997. From February 1995 to December 1997,
Mr. Connor was the Vice President and Corporate Controller of the Company. For
over three years prior to February 1995, Mr. Connor was the Corporate Controller
of the Company. Mr. Connor has been employed by the Opryland USA businesses
since 1972.

ITEM 2. PROPERTIES

The Company owns its executive offices and headquarters located at One
Gaylord Drive, Nashville, Tennessee, which consists of a four-story office
building comprising approximately 80,000 square feet. The Company believes that
its present facilities for each of its business segments as described below are
generally well maintained and currently sufficient to serve each segment's
particular needs.

HOSPITALITY AND ATTRACTIONS

The Company owns land in Nashville, Tennessee and the improvements thereon
that comprise the Opryland complex. The Opryland complex includes the site of
the Opryland Hotel (approximately 120 acres), the former site of the Opryland
theme park (approximately 200 acres), the General Jackson showboat's docking
facility, the production and administration facilities that are currently being
leased to CBS for TNN and CMT, the Opry House, and WSM Radio's offices and
studios. The Company has entered into 99-year lease agreements with The Mills
Corporation for approximately 124 acres of the Opryland complex in exchange for
a one-third interest in a partnership formed for the development of Opry Mills,
together with other consideration. The Company also owns the Springhouse Golf
Club, an 18-hole golf course situated on approximately 240 acres, a 26-acre KOA
campground, and the 6.7-acre site of the Inn at Opryland, all of which are
located near the Opryland complex. In addition, the Company owns the Ryman
Auditorium and a Wildhorse Saloon dance hall and production facility in downtown
Nashville. The Company also owns a 100,000 square foot warehouse in Old Hickory,
Tennessee. The Company leases its Wildhorse Saloon site in Orlando. The Company
has entered into contracts to acquire real property (subject to contingencies)
for its

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planned hotel in the Dallas-Fort Worth area and is currently negotiating a real
property lease for its planned Orlando-area hotel.

BROADCASTING AND MUSIC

The Company owns all of KTVT's business facilities which are comprised of
an office and two studios containing an aggregate of approximately 48,000 square
feet in Fort Worth, Texas and an additional building of approximately 19,000
square feet in Dallas, Texas containing sales and news operations. KTVT owns its
transmitter facilities and tower. The Company owns the Acuff-Rose Music
Publishing building located on Nashville's "Music Row" and adjacent real estate.
In August 1998, the Company acquired an office building of approximately 40,000
square feet, also located on Music Row, for use by Word for executive and
administrative office space. Word leases approximately 34,000 additional square
feet on various floors of a Nashville office building, which space is primarily
used for sales and administrative offices. These leases expire on various dates
ranging from July 1999 to November 2003. Word also leases sales offices and
warehouse space in Richmond, Canada and Milton Keynes, United Kingdom.
Additionally, the Company and Word guarantee the lease of warehouse space in
Smyrna, Tennessee, by Menlo Logistics, Inc. for use in connection with the
distribution by Menlo of Word's products.

CABLE NETWORKS

The Company owns the offices and three television studios of TNN and CMT,
all of which are located within the Opryland complex and contain approximately
87,000 square feet of space. Pursuant to the CBS Transitional Agreements, these
facilities are being leased to CBS. Master control and satellite uplink
operations for CMT International and Z Music are also located in the facilities
being leased to CBS. The services for the satellite uplink operations are being
provided by CBS to the Company pursuant to the CBS Transitional Agreements. CMT
International has offices in the executive office building and currently leases
its transponders. Additionally, CMT International leases office space in Sydney,
Australia and Miami, Florida.

ITEM 3. LEGAL PROCEEDINGS

The Company maintains various insurance policies, including general
liability and property damage insurance, as well as product liability, workers'
compensation, business interruption, and other policies, which it believes
provide adequate coverage for its operations. Various subsidiaries of the
Company are involved in lawsuits incidental to the ordinary course of their
businesses, such as personal injury actions by guests and employees and
complaints alleging employee discrimination. The Company believes that it is
adequately insured against these claims by its existing insurance policies and
that the outcome of any pending claims or proceedings will not have a material
adverse effect upon its financial position or results of operations.

The Company may have potential liability under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended
("CERCLA" or "Superfund"), for response costs at two Superfund sites. The
liability relates to properties formerly owned by Old Gaylord. In 1991, Old
Gaylord and OPUBCO, a former subsidiary of Old Gaylord, entered into a
distribution agreement (the "OPUBCO Distribution Agreement"), pursuant to which
OPUBCO assumed such liabilities and agreed to indemnify Old Gaylord for any
losses, damages, or other liabilities incurred by Old Gaylord in connection with
such matters. Under the OPUBCO Distribution Agreement, OPUBCO is required to
maintain adequate reserves to cover potential Superfund liabilities. In
connection with the Restructuring, Old Gaylord assigned its rights under the
OPUBCO Distribution Agreement to the Company, and Old Gaylord has a right of
subrogation to the Company's right to indemnification from OPUBCO. To date, no
litigation has been commenced against the Company, Old Gaylord or OPUBCO with
respect to these two Superfund sites.

Although statutorily liable private parties cannot contractually transfer
liability so as to render themselves no longer liable, CERCLA permits private
parties to indemnify one another against CERCLA liability pursuant to a
contract, and to enforce such a contract in an appropriate court. The Company
believes that OPUBCO's indemnification will fully cover the Company's Superfund
liabilities, if any, and that, based on the

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Company's current estimates of these liabilities, OPUBCO has sufficient
financial resources to fulfill its indemnification obligations under the OPUBCO
Distribution Agreement.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Inapplicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information

Prior to October 1, 1997, the Company was a wholly owned subsidiary of Old
Gaylord. On October 1, 1997, the Company's Common Stock began trading on the New
York Stock Exchange under the symbol "GET." The table below lists the high and
low sales prices for the Common Stock as reported on the New York Stock Exchange
for each full quarterly period since the Common Stock began trading on October
1, 1997.

HIGH LOW
------ ------

YEAR ENDED DECEMBER 31, 1997:
Fourth Quarter............................................ $33.25 $28.38
YEAR ENDED DECEMBER 31, 1998:
First Quarter............................................. $36.81 $29.88
Second Quarter............................................ 37.50 32.00
Third Quarter............................................. 34.19 25.25
Fourth Quarter............................................ 30.75 22.00
YEAR ENDED DECEMBER 31, 1999:
First Quarter (through March 26, 1999).................... $31.13 $24.25

(b) Holders

At March 18, 1999, the approximate number of record holders of the Common
Stock was 2,981.

The following table sets forth cash dividends paid by the Company per share
of Common Stock for the periods indicated:

YEAR ENDED DECEMBER 31, 1997:
Fourth Quarter............................................ $0.15
YEAR ENDED DECEMBER 31, 1998:
First Quarter............................................. 0.15
Second Quarter............................................ 0.15
Third Quarter............................................. 0.15
Fourth Quarter............................................ 0.20
YEAR ENDED DECEMBER 31, 1999:
First Quarter............................................. 0.20

Although a revolving credit agreement among the Company and a syndicate of
banks with NationsBank, N.A. acting as agent (the "1997 Credit Facility") does
not specifically limit the Company's ability to pay dividends, the 1997 Credit
Facility requires the Company to maintain certain financial ratios and minimum

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stockholders' equity levels, and the Company would be prohibited from paying
dividends if it were in default under such provisions of the 1997 Credit
Facility.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this item is incorporated by reference to the
information under the caption "Selected Financial Data" in the Company's Annual
Report to Stockholders for the year ended December 31, 1998 and is included in
Exhibit 13.1 to this Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information required by this item is incorporated by reference to the
information under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's Annual Report to
Stockholders for the year ended December 31, 1998 and is included in Exhibit
13.1 to this Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is incorporated by reference to the
information on page 34 of the Company's Annual Report to Stockholders for the
year ended December 31, 1998 and is included in Exhibit 13.1 to this Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is incorporated by reference to the
information on pages 35 through 52 of the Company's Annual Report to
Stockholders for the year ended December 31, 1998 and is included in Exhibit
13.1 to this Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Inapplicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the directors of the Company is included under the
caption "PROPOSAL ONE -- ELECTION OF CLASS II DIRECTORS" and information
required by Item 405 of Regulation S-K is included under the caption "SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE," in each case of the Company's
Proxy Statement for Annual Meeting of Stockholders to be held May 13, 1999, to
be filed with the Securities and Exchange Commission pursuant to Rule 14a-6, and
are incorporated herein by reference.

Pursuant to General Instruction G(3) of Form 10-K, certain information
concerning executive officers of the Company is included in Part I of this Form
10-K under the caption "Executive Officers of the Registrant."

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is contained in the Company's Proxy
Statement for the Annual Meeting of Stockholders to be held May 13, 1999, to be
filed with the Securities and Exchange Commission pursuant to Rule 14a-6, and is
incorporated by reference.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) Financial Statements. The following financial statements are filed
as a part of this report, with reference to the applicable pages of Exhibit 13.1
to this Form 10-K:

EXHIBIT 13.1
PAGE
------------

Consolidated Statements of Income For the Years Ended
December 31, 1998, 1997, and 1996......................... 13
Consolidated Balance Sheets as of December 31, 1998 and
1997...................................................... 14
Consolidated Statements of Cash Flows For the Years Ended
December 31, 1998, 1997, and 1996......................... 15
Consolidated Statements of Stockholders' Equity For the
Years Ended December 31, 1998, 1997, and 1996............. 16
Notes to Consolidated Financial Statements.................. 17

(a)(2) Financial Statement Schedules. The following financial statement
schedules are filed as a part of this report, with reference to the applicable
pages of this Form 10-K:

PAGE
----

Schedule II -- Valuation and Qualifying Accounts For the
Year Ended December 31, 1998.............................. S-2
Schedule II -- Valuation and Qualifying Accounts For the
Year Ended December 31, 1997.............................. S-3

All other financial statement schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and, therefore,
have been omitted.

(a)(3) Exhibits. See Index to Exhibits, pages 18 through 21.

(b) Reports on Form 8-K. No current reports on Form 8-K were filed during
the last quarter of the period covered by this report on Form 10-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

GAYLORD ENTERTAINMENT COMPANY

By: /s/ EDWARD L. GAYLORD
------------------------------------
Edward L. Gaylord
Chairman of the Board

March 31, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ EDWARD L. GAYLORD Chairman of the Board March 31, 1999
- -----------------------------------------------------
Edward L. Gaylord

/s/ TERRY E. LONDON Director, President and Chief March 31, 1999
- ----------------------------------------------------- Executive Officer (Principal
Terry E. London Executive Officer)

/s/ JOSEPH B. CRACE Senior Vice President and Chief March 31, 1999
- ----------------------------------------------------- Financial Officer (Principal
Joseph B. Crace Accounting and Financial
Officer)

/s/ MARTIN C. DICKINSON Director March 31, 1999
- -----------------------------------------------------
Martin C. Dickinson

/s/ CHRISTINE GAYLORD EVEREST Director March 31, 1999
- -----------------------------------------------------
Christine Gaylord Everest

/s/ E. K. GAYLORD II Vice-Chairman of the Board March 31, 1999
- -----------------------------------------------------
E. K. Gaylord II

/s/ CRAIG L. LEIPOLD Director March 31, 1999
- -----------------------------------------------------
Craig L. Leipold

/s/ JOE M. RODGERS Director March 31, 1999
- -----------------------------------------------------
Joe M. Rodgers

/s/ MARY AGNES WILDEROTTER Director March 31, 1999
- -----------------------------------------------------
Mary Agnes Wilderotter

/s/ HOWARD L. WOOD Director March 31, 1999
- -----------------------------------------------------
Howard L. Wood

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INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

2.1+ Basic Agreement, dated as of December 15, 1993, among
BASSGEC Management Company, Bass Pro Shops, Inc., Trackmar
Corporation, Finley River Properties, Inc., John L. Morris,
Trustee of the John L. Morris Revocable Living Trust, U/T/A
dated December 23, 1986, as amended, Hospitality and Leisure
Management, Inc., John L. Morris, and the Registrant's
former parent Gaylord Entertainment Company ("Old Gaylord")
(incorporated by reference to Exhibit 2.1 to Old Gaylord's
Registration Statement on Form S-3 (Registration No.
33-74552))
2.2+ Asset Purchase Agreement by and among Cencom Cable
Television, Inc., Lenoir TV Cable, Inc., CCT Holdings
Corporation and CCA Holdings Corporation dated as of March
30, 1995 (incorporated by reference to Exhibit 2 to Old
Gaylord's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995)
2.3 Amendment 1 to the Asset Purchase Agreement by and among
Cencom Cable Television, Inc., Lenoir TV Cable, Inc., CCT
Holdings Corporation and CCA Holdings Corporation dated as
of May 24, 1995 (incorporated by reference to Exhibit 2.2 to
Old Gaylord's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 1995)
2.4 Amendment 2 to the Asset Purchase Agreement by and among
Cencom Cable Television, Inc., Lenoir TV Cable, Inc., CCT
Holdings Corporation and CCA Holdings Corporation dated as
of September 29, 1995 (incorporated by reference to Exhibit
2.3 to Old Gaylord's Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 13, 1995)
2.5+ Asset Purchase Agreement, dated as of November 21, 1996 by
and among Thomas Nelson, Inc., Word, Incorporated and Word
Direct Partners, L.P. as Sellers and Old Gaylord as Buyer
(incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K, dated January 6, 1997, of Thomas Nelson,
Inc.)
2.6+ Amendment No. 1 to the Asset Purchase Agreement dated as of
January 6, 1997, by and among Thomas Nelson, Inc., Word
Incorporated and Word Direct Partners, L.P. as Sellers and
Old Gaylord as Buyer (incorporated by reference to Exhibit
2.2 to the Current Report on Form 8-K, dated January 6,
1997, of Thomas Nelson, Inc.)
2.7+ Asset Purchase Agreement, dated as of January 6, 1997, by
and between Nelson Word Limited and Word Entertainment
Limited (incorporated by reference to Exhibit 2.3 to the
Current Report on Form 8-K, dated January 6, 1997, of Thomas
Nelson, Inc.)
2.8+ Subsidiary Asset Purchase Agreement executed on January 6,
1997 and dated as of November 21, 1996 between Word
Communications, Ltd. and Word Entertainment (Canada), Inc.
(incorporated by reference to Exhibit 2.4 to the Current
Report on Form 8-K, dated January 6, 1997, of Thomas Nelson,
Inc.)
2.9+ Asset Purchase Agreement by and between Cox Broadcasting,
Inc. and Gaylord Broadcasting Company, L.P. dated January
20, 1997 (incorporated by reference to Exhibit 2.10 to Old
Gaylord's Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended December 31, 1996)
2.10+ Agreement and Plan of Merger dated February 9, 1997 by and
among Westinghouse Electric Corporation ("Westinghouse"), G
Acquisition Corp. and Old Gaylord (incorporated by reference
to Exhibit 2.1 to Old Gaylord's Current Report on Form 8-K
dated February 9, 1997)
3.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3 to the Registrant's
Current Report on Form 8-K dated October 7, 1997)
3.2 Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on
Form 10, as amended (File No. 1-13079))

18
21

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

4.1 Specimen of Common Stock certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 10, as amended (File No. 1-13079))
4.2 Credit Agreement dated as of August 19, 1997 among Old
Gaylord, the banks named therein and NationsBank of Texas,
N.A., ("NationsBank") as Administrative Lender (including
form of Swing Line Note, form of Revolving Credit Note, and
form of Assumption Agreement)(incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form
10, as amended (File No. 1-13079))
4.3 First Amendment to Credit Agreement, dated as of September
30, 1997, among Old Gaylord, the Registrant, the banks named
therein, and NationsBank (incorporated by reference to
Exhibit 4.3 to Gaylord's Annual Report on Form 10-K for the
year ended December 31, 1997)
4.4 Second Amendment to Credit Agreement, dated as of March 24,
1998 but effective as of October 1, 1997, among the
Registrant, the banks named therein, and NationsBank
(incorporated by reference to Exhibit 4.4 to Gaylord's
Annual Report on Form 10-K for the year ended December 31,
1997)
4.5* Third Amendment to Credit Agreement, dated as of March 22,
1999 but effective as of December 31, 1998, among the
Registrant, the banks named therein, and NationsBank, N.A.
(successor by merger to NationsBank)
9.1 Voting Trust Agreement ("Voting Trust Agreement") dated as
of October 3, 1990 between certain stockholders of The
Oklahoma Publishing Company and Edward L. Gaylord, Edith
Gaylord Harper, Christine Gaylord Everest, and E. K. Gaylord
II as Voting Trustees (incorporated by reference to Exhibit
9.1 to Old Gaylord's Registration Statement on Form S-1
(Registration No 33-42329))
9.2 Amendment No. 1 to Voting Trust Agreement dated as of
October 7, 1991 between certain stockholders of The Oklahoma
Publishing Company and Edward L. Gaylord, Edith Gaylord
Harper, Christine Gaylord Everest, and E. K. Gaylord II as
Voting Trustees (incorporated by reference to Exhibit 9.2 to
Old Gaylord's Registration Statement on Form S-1
(Registration No. 33-42329))
10.1 Senior Subordinated Note issued on September 29, 1995 by CCT
Holdings Corporation in the original principal amount of
$165,687,890 (incorporated by reference to Exhibit 10.1 to
Old Gaylord's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 1995)
10.2 Senior Subordinated Loan Agreement, dated as of September
29, 1995, between CCT Holdings and Cencom Cable Television,
Inc. (incorporated by reference to Exhibit 10.2 to Old
Gaylord's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 1995)
10.3 Contingent Payment Agreement, dated as of September 29,
1995, between Charter Communications Entertainment, L.P.,
CCT Holdings Corporation and Cencom Cable Television, Inc.
(incorporated by reference to Exhibit 10.3 to Old Gaylord's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 13, 1995)
10.4 Letter Agreement dated September 14, 1994 between CBS, Inc.
and the Registrant (d/b/a KTVT, Fort Worth Dallas) as
modified by the Affiliation Agreement dated December 2, 1994
between the parties as amended by the letter agreement
between the parties dated December 29, 1994 (incorporated by
reference to Exhibit 10.20 of Old Gaylord's Annual Report on
Form 10-K for the year ended December 31, 1994)
10.5 Amended and Restated Limited Partnership Agreement of Bass
Pro, L.P. (incorporated by reference to Exhibit 2.3 to Old
Gaylord's Registration Statement on Form S-3 (Registration
No. 33-74552))

19
22

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

10.6 Tax Disaffiliation Agreement by and among Old Gaylord, the
Registrant and Westinghouse, dated September 30, 1997
(incorporated by reference to Exhibit 10.3 to the
Registrant's Current Report on Form 8-K, dated October 7,
1997)
10.7 Post-Closing Covenants Agreement among Westinghouse, Old
Gaylord, the Registrant and certain subsidiaries of the
Registrant dated September 30, 1997 (incorporated by
reference to Exhibit 10.2 to the Registrant's Current Report
on Form 8-K, dated October 7, 1997)
10.8 Agreement and Plan of Distribution, dated September 30,
1997, between Old Gaylord and the Registrant (incorporated
by reference to Exhibit 10.1 to the Registrant's Current
Report on Form 8-K dated October 7, 1997)
10.9 Opry Mills Limited Partnership Agreement, executed as of
March 31, 1998, by and among Opry Mills, L.L.C., The Mills
Limited Partnership, and Opryland Attractions, Inc.
(incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998)
10.10 Contract for a Space Segment Service on the Eutelsat Hotbird
3 Satellite dated April 25, 1995 by and between British
Telecommunications plc and Country Music Television, Inc.
(including schedules and exhibits material to an
understanding of the Agreement) (incorporated by reference
to Exhibit 10.2 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998)

EXECUTIVE COMPENSATION PLANS AND MANAGEMENT CONTRACTS
10.11 1997 Stock Option and Incentive Plan Amended and Restated as
of August 15, 1998 (incorporated by reference to Exhibit 10
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998)
10.12 The Opryland USA Inc. Supplemental Deferred Compensation
Plan (incorporated by reference to Exhibit 10.11 to Old
Gaylord's Registration Statement on Form S-1 (Registration
No. 33-42329))
10.13 The Opryland USA Inc. Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.22 to Old Gaylord's
Annual Report on Form 10-K for the year ended December 31,
1992)
10.14 Gaylord Entertainment Company Excess Benefit Plan
(incorporated by reference to Exhibit 10.30 to Old Gaylord's
Annual Report on Form 10-K for the year ended December 31,
1994)
10.15 Gaylord Entertainment Company Supplemental Executive
Retirement Plan (incorporated by reference to Exhibit 10.31
to Old Gaylord's Annual Report on Form 10-K for the year
ended December 31, 1994)
10.16 Gaylord Entertainment Company Directors' Unfunded Deferred
Compensation Plan (incorporated by reference to Exhibit
10.32 to Old Gaylord's Annual Report on Form 10-K for the
year ended December 31, 1994)
10.17 Form of Severance Agreement between the Registrant and
certain of its executive officers (incorporated by reference
to Exhibit 10.23 to Old Gaylord's Annual Report on Form 10-K
for the year ended December 31, 1996)
10.18 Form of Indemnity Agreement between the Registrant and its
directors (incorporated by reference to Exhibit 10.24 to Old
Gaylord's Annual Report on Form 10-K for the year ended
December 31, 1996)
10.19 Executive Employment Agreement of Dan E. Harrell, dated
March 24, 1997, with Word Entertainment Group, Inc., a
subsidiary of the Registrant (incorporated by reference to
Exhibit 10.17 to Gaylord's Annual Report on Form 10-K for
the year ended December 31, 1997)

20
23

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

10.20 Letter Agreement, dated March 26, 1998, regarding employment
of Jerry O. Bradley, by the Registrant (incorporated by
reference to Exhibit 10.18 to Gaylord's Annual Report on
Form 10-K for the year ended December 31, 1997)
10.21* Letter Agreement, dated June 4, 1998, regarding change of
status of Jack J. Vaughn, by the Registrant
10.22* Senior Advisor Agreement, dated June 10, 1998, between Jack
J. Vaughn and the Registrant
13.1* Portions of the Registrant's Annual Report to Stockholders
for the year ended December 31, 1998
21* Subsidiaries of Gaylord Entertainment Company
23* Consent of Independent Auditors
27* Financial Data Schedule for year ended December 31, 1997
(for SEC use only)

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

+ As directed by Item 601(b)(2) of Regulation S-K, certain schedules and
exhibits to this exhibit are omitted from this filing. Registrant agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the
Commission upon request.
* Filed herewith.

21
24

To Gaylord Entertainment Company:

We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of Gaylord Entertainment Company as of
December 31, 1998 and 1997 and for the three years in the period ended December
31, 1998 included in this Annual Report on Form 10-K and have issued our report
thereon dated February 5, 1999. Our audit was made for the purpose of forming an
opinion on the basic financial statements taken as a whole. The financial
statement schedules listed in response to Item 14(a)(2) of this Annual Report on
Form 10-K are the responsibility of the Company's management and are presented
for purposes of complying with the Securities and Exchange Commission's rules
and regulations under the Securities and Exchange Act of 1934 and are not
otherwise a required part of the basic financial statements. The financial
statement schedules have been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, fairly state,
in all material respects, the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Nashville, Tennessee
March 25, 1999

S-1
25

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS)

ADDITIONS CHARGED TO
BALANCE AT -------------------- BALANCE AT
BEGINNING COSTS AND OTHER END OF
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
---------- --------- -------- ---------- ----------

Restructuring charge.......................... $6,073 -- -- 3,779 $2,294
====== == == ===== ======

S-2
26

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS)

ADDITIONS CHARGED TO
BALANCE AT -------------------- BALANCE AT
BEGINNING COSTS AND OTHER END OF
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
---------- --------- -------- ---------- ----------

Restructuring charge.......................... $ -- 13,654 -- 7,581 $6,073
==== ====== == ===== ======

S-3