SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Gaylord Entertainment Company (Name of Issuer) Common Stock Par Value $0.01 Per Share (Title of Class of Securities) 367905106 (CUSIP Number) James E. McKee, Gabelli Funds, Inc., One Corporate Center, Rye, NY 10580-1434 (914) 921-5294 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 14, 1998 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]._________________________________________________________________ CUSIP No. 367905106 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Funds, Inc. I.D. No. 13-3056041 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* OO-Funds of investment company clients _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____ / / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York _________________________________________________________________ : (7) SOLE VOTING POWER : 587,601 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None (Item 5) OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 587,601 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None (Item 5) _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,601 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _____ / x / _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.80% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* HC, IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! ________________________________________________________________ CUSIP No. 367905106 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GAMCO Investors, Inc. I.D. No. 13-2951242 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* OO: Funds of investment advisory clients _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _____ / x / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York _________________________________________________________________ : (7) SOLE VOTING POWER : 2,403,691 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 2,464,023 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,464,023 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ____ /___/ _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.51% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IA, CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 376901105 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gemini Capital Management Limited _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* 00-Funds of clients _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ /___/ _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda _________________________________________________________________ : (7) SOLE VOTING POWER : 10,000 (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : 10,000 (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ____ /___/ _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.03% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* CO _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 367905106 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marc J. Gabelli ________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* None _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ / / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA _________________________________________________________________ : (7) SOLE VOTING POWER : None (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : None (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _____ / x / _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.00% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! _________________________________________________________________ CUSIP No. 367905106 13D _________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mario J. Gabelli _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ____ (a) /___/ ____ (b) /___/ _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* None _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ / / _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA _________________________________________________________________ : (7) SOLE VOTING POWER : None (Item 5) :________________________ : (8) SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING :________________________ PERSON WITH : (9) SOLE DISPOSITIVE : POWER : None (Item 5) :________________________ :(10) SHARED DISPOSITIVE : POWER : None _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (Item 5) _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _____ / x / _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.00% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* IN _________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This Amendment No. 3 to Schedule 13D on the Common Stock of Gaylord Entertainment Company (the "Issuer") is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the "Schedule 13D") which was originally filed on October 6, 1997. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. Item 2. Identity and Background This statement is being filed by Mario J. Gabelli ("Mario Gabelli"), Marc J. Gabelli ("Marc Gabelli") and various entities which either one directly or indirectly controls or for which either one acts as chief investment officer. These enti- ties, except for Lynch Corporation ("Lynch"), Spinnaker Indus- tries, Incorporated ("Spinnaker"), Western New Mexico Telephone Company ("Western New Mexico"), Entoleter, Inc. ("Entoleter"), Lynch Telecommunications Corporation ("Lynch Telecom"), Lynch Telephone Corporation ("Lynch Telephone") and Inter-Community Telephone Company ("Inter-Community") (collectively, "Lynch and its affiliates"), engage in various aspects of the securities business, primarily as investment adviser to various institution- al and individual clients, including registered investment companies and pension plans, as broker/dealer and as general partner of various private investment partnerships. Certain of these entities may also make investments for their own accounts. The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administra- tive uniformity, these persons have decided to file their benefi- cial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary. (a), (b) and (c) - This statement is being filed by one or more of the following persons: Gabelli Funds, Inc. ("GFI"), GAMCO Investors, Inc. ("GAMCO"), Gabelli Securities, Inc. ("GSI"), Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli Perfor- mance Partnership L.P. ("GPP"), GLI, Inc. ("GLI"), Gabelli Associates Fund ("Gabelli Associates"), Gabelli Associates Limited ("GAL"), Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"), Gabelli International Limited ("GIL"), Gabelli Interna- tional II Limited ("GIL II"), Gabelli International Gold Fund Limited ("GIGFL"), ALCE Partners, L.P. ("ALCE"), Gabelli Multime- dia Partners, L.P. ("Multimedia Partners"), MJG Associates, Inc. ("MJG Assocciates"), Gemini Capital Management Ltd. ("Gemini"), Gabelli Fund, LDC ("LDC"), Gabelli Foundation, Inc. ("Founda- tion"), Mario Gabelli, Marc Gabelli, Lynch, Spinnaker, Western New Mexico, Entoleter, Lynch Telecom, Lynch Telephone and Inter- Community. Those of the foregoing persons signing this Schedule 13D are hereafter referred to as the "Reporting Persons". GAMCO, a wholly-owned subsidiary of GFI, is an invest- ment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, founda- tions and others. Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended ("l934 Act"), which as a part of its business regularly purchases and sells securities for its own account. GLI, wholly-owned subsidiary of GSI, is a corporation which currently has no active operations. Gabelli Associates is a New York limited partnership whose primary business purpose is risk arbitrage investments. GSI and Mario Gabelli are the general partners of Gabelli As- sociates. GAL is a corporation whose primary business purpose is risk arbitrage investments. Shares of GAL's common stock are offered to persons who are neither citizens nor residents of the United States and may be offered to a limited number of U.S. investors. GSI is the investment manager of GAL. GSI, a majority-owned subsidiary of GFI, is a Delaware corporation which as a part of its business regularly purchases and sells securities for its own account. It is the immediate parent of Gabelli & Company. GFI is the ultimate parent company for a variety of companies engaged in the securities business, each of which is named above. In addition, GFI is an investment adviser regis- tered under the Advisers Act. GFI is an investment adviser which presently provides discretionary advisory services to The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible Securities Fund, Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The Gabelli Global Convertible Securities Fund, Gabelli Capital Asset Fund, Gabelli Internation- al Growth Fund, Inc. and The Gabelli Global Interactive Couch Potato Fund (collectively, the "Funds"), which are registered investment companies. Gabelli Advisers, Inc. ("Gabelli Advisers"), a Delaware corporation, is an investment adviser which provides discretion- ary advisory services to The Gabelli Westwood Mightysm Mites Fund. The Plan, a qualified employee profit sharing plan, covers substantially all employees of GFI and its affiliates. GPP, a New York limited partnership, is a limited partnership whose primary business purpose is investing in securities. MJG Associates is the general partner of GPP, and Mario Gabelli is a portfolio manager for GPP. GIL is a corporation whose primary business purpose is investing in a portfolio of equity securities and securities convertible into, or exchangeable for, equity securities in order to achieve its investment objective of significant long-term growth of capital. Shares of GIL's common stock are offered to persons who are neither citizens nor residents of the United States and may be offered to a limited number of U.S. investors. MJG Associates is the Investment Manager of GIL. Mario Gabelli is a portfolio manager for GIL and Chairman of the Board of Directors of GIL. GIL II is a corporation whose business purpose is investing primarily in a portfolio of equity securities and securities convertible into, or exchangeable for, equity securit- ies in order to achieve its investment objective of significant long-term growth of capital. Shares of GIL II's common stock are offered to persons who are neither citizens nor residents of the United States and may be offered to a limited number of U.S. investors. MJG Associates is the Investment Manager of GIL II. Mario Gabelli is a director and Chairman of the Board of Direc- tors of GIL II. Marc Gabelli is a portfolio manager for GIL II. ALCE is a Delaware investment limited partnership that seeks long-term capital appreciation primarily through invest- ments in public and private equity securities. GSI is a general partner of ALCE. Multimedia Partners is a Delaware investment limited partnership whose objective is to provide long-term capital appreciation by investing primarily in public and private multi- media communications companies. GSI is a general partner of Multimedia Partners. LDC is a corporation whose business purpose is investing primarily in a portfolio of equity securities and securities convertible into, or exchangeable for, equity securities in order to achieve its investment objective of significant long-term growth of capital. Interests are offered to insurance companies which do not conduct any business in the United States and which are licensed where they do business. MJG Associates is the Investment Manager of LDC. Marc Gabelli is a portfolio manager for LDC. MJG Associates, a Connecticut corporation, provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. Gemini is a corporation whose primary business purpose is to provide advisory services to offshore funds. Marc Gabelli is the President and Chief Investment Officer of Gemini. The Foundation is a private foundation. Mario Gabelli is the President, a Trustee and the Investment Manager of the Foundation. Lynch, an Indiana corporation, is a diversified public company traded on the American Stock Exchange. Its subsidiaries are engaged in communications, services, and manufactured pro- ducts. Spinnaker, a Delaware subsidiary of Lynch, is also a public company and its stock is traded through the NASDAQ System. Spinnaker is a diversified manufacturing firm with major subsid- iaries in specialty adhesive-backed materials business. Another of Lynch's subsidiaries, Western New Mexico, provides telephone services in a service area in Southwestern New Mexico. Inter- Community, which is also a subsidiary of Lynch, provides local telephone services in an area 40 miles west of Fargo, North Dakota. Lynch and Spinnaker actively pursue new business ven- tures and acquisitions. Lynch and its affiliates make invest- ments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisi- tions (not in the case of Western New Mexico) and are not engaged in the business of investing, reinvesting, or trading in securi- ties. Mario Gabelli is Chairman of Lynch and beneficially owns approximately 23% of the shares of common stock of Lynch. Mario Gabelli is the majority stockholder and Chairman of the Board of Directors and Chief Executive Officer of GFI and the Chief Investment Officer for each of the Reporting Persons other than Gemini, LDC and GIL II. GFI, in turn, is the sole stockholder of GAMCO. GFI is also the majority stockholder of GSI and the largest shareholders of Gabelli Advisers. Gabelli & Company is a wholly-owned subsidiary of GSI. GLI is a wholly- owned subsidiary of GSI. Marc Gabelli is the majority stockhold- er of Gemini. The Reporting Persons do not admit that they constitute a group. GFI, GAMCO, Gabelli & Company and GLI are New York corporations and GSI and Gabelli Advisers are Delaware corpora- tions, each having its principal business office at One Corporate Center, Rye, New York 10580-1434. GPP is a New York limited partnership having its principal business office at 401 Theodore Fremd Ave., Rye, New York 10580. Gabelli Associates is a New York limited partnership having its principal business office at One Corporate Center, Rye, New York 10580-1434. GAL and GIL are corporations organized under the laws of the British Virgin Islands having their principal business office at c/o MeesPierson (Cayman) Limited, British American Centre, Dr. Roy's Drive-Phase 3, George Town, Grand Cayman, British West Indies. GIL II is a corporation organized under the laws of the British Virgin Islands having their principal business office at c/o Coutts & Company (Cayman) Limited, West Bay Road, Grand Cayman, British West Indies. Gemini is a Bermuda corporation with its principal business office at c/o Appleby, Spurling & Kempe, Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. LDC is a corporation organized under the laws of the British Virgin Islands having its pricipal business office at c/o Tremont (Bermuda) Limited, Tremont House, 4 Park Road, Hamilton HM II, Bermuda. The Founda- tion is a private foundation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. Lynch is an Indiana corporation having its principal business office at 401 Theodore Fremd Avenue, Rye, NY 10580. Spinnaker is a Delaware corporation having its principal business office at 251 Welton Street, Hamden, CT 06511. For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference. (d) and (e) - On December 8, 1994, the SEC instituted and simultaneously accepted offers for the settlement of an administrative proceeding against Gabelli & Company and GAMCO. The order instituting the proceeding included a finding, which Gabelli & Company and GAMCO neither admitted nor denied, that they failed to implement and maintain policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by not specifically addressing the special circum- stances that arose from their affiliation with Lynch Corporation, a public company. To resolve this matter, Gabelli & Company and GAMCO agreed to cease and desist from violating Section 15(f) of the 1934 Act and Section 204A of the Advisers Act, respectively. They further agreed to each pay a civil penalty in the amount of $50,000, and to retain, and adopt the recommendations of, an independant consultant regarding their Section 15(f) and Section 204A policies and procedures. (f) - Reference is made to Schedule I hereto. Item 3. Source and Amount of Funds or Other Consideration Item 3 to Schedule 13D is amended, in pertinent part, as follows: All Reporting Persons used an aggregate of approximate- ly $11,703,393 to purchase the additional Securities reported as beneficially owned in Item 5 below since the most recent filing on Schedule 13D. GAMCO and GFI used approximately $6,769,161 and $4,767,857, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for such clients. Gemini used approximate- ly $166,375 of client funds to purchase the additional Securities reported by it. Item 5. Interest In Securities Of The Issuer Item 5 to Schedule 13D is amended, in pertinent part, as follows: (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 3,061,624 shares, repre- senting 9.33% of the 32,806,085 shares outstanding as reported by the Issuer on March 31, 1998. The Reporting Persons beneficially own those Securities as follows: Shares of % of Common Class of Name Stock Common GFI: As Principal 0 0.00% As Agent 587,601 1.80% GAMCO: As Principal 0 0.00% As Agent 2,464,023 7.51% Gemini: 10,000 0.03% Marc Gabelli 0 0.00% Mario Gabelli 0 0.00% Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Marc Gabelli abd Gemini. Marc Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by Gemini. GFI is deemed to have beneficial owner- ship of the Securities owned beneficially by each of the forego- ing persons other than Mario Gabelli, Marc Gabelli and Gemini. (b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO Investors, Inc. does not have the authority to vote 60,332 of the reported shares, (ii) GFI has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circum- stances such as regulatory considerations, and (iv) the power of Mr. Gabelli and GFI is indirect with respect to Securities beneficially owned directly by other Reporting Persons. (c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by refer- ence. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 16, 1998 MARIO J. GABELLI By:_____________________________ James E. McKee Attorney-in-Fact GABELLI FUNDS, INC. By:_________________________ James E. McKee General Counsel GAMCO INVESTORS, INC. By:_________________________ Douglas R. Jamieson Executive Vice President GEMINI CAPITAL MANAGEMENT LIMITED By:___________________________ Marc J. Gabelli Director by: James E. McKee Attorney-in-Fact MARC J. GABELLI By:___________________________ James E. McKee Attorney-in-Fact Schedule I Information with Respect to Executive Officers and Directors of the Undersigned Schedule I to Schedule 13D is amended, in pertinent part, as follows: The following sets forth as to each of the executive offi- cers and directors of the undersigned: his name; his business address; and his present principal occupation or employment and the name, principal business and address of any corporation or other organiza- tion in which such employment is conducted. Unless otherwise speci- fied, the principal employer of each such individual is Gabelli Funds, Inc., Gabelli & Company, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administra- tive body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future viola- tions of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) of this Schedule 13D. Gabelli Funds, Inc. Directors: Mario J. Gabelli* Richard B. Black Chairman ECRM; Director of Oak Technology, Inc.; Director of The Morgan Group, Inc.; General Partner of KBA Part- ners, Parker Plaza 400 Kelby Street, Fort Lee, NJ 07029 Charles C. Baum Chairman, Director and Chief Execu- tive Officer of The Morgan Group, Inc.; Secretary & Treasurer United Holdings 2545 Wilkens Avenue Baltimore, MD 21223 Dr. Eamon M. Kelly President Tulane University 218 Gibson Hall 6823 St. Charles Avenue New Orleans, LA 70118 Marc J. Gabelli Managing Director Matthew R. Gabelli Vice President-Trading Gabelli & Company One Corporate Center Rye, New York 10580 Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer David K. Sandie Executive Vice President, Chief Operating Officer and Chief Financial Officer Stephen G. Bondi Executive Vice President-Finance and Adminstration James E. McKee Vice President, General Counsel and Secretary _____________________ * Mr. Gabelli is the Chief Executive Officer and Chief Invest- ment Officer of Gabelli Funds, Inc. and of GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, Inc.; Chairman and Chief Executive Officer of Lynch Corporation; Director of East/West Communications, Inc. GAMCO Investors, Inc. Directors: Mario J. Gabelli Douglas R. Jamieson Joseph R. Rindler, Jr. Regina M. Pitaro David K. Sandie F. William Scholz, II Officers: Mario J. Gabelli Chief Executive Officer and Chief Investment Officer Joseph R. Rindler, Jr. Chairman Douglas R. Jamieson Executive Vice President Stephen G. Bondi Vice President James E. McKee Vice President, General Counsel and Secretary Gabelli Advisers, Inc. Directors: Bruce N. Alpert John D. Gabelli Joseph R. Rindler, Jr. Officers: Bruce N. Alpert Chief Operating Officer Stephen G. Bondi Vice President James E. Mckee Secretary Gabelli Securities, Inc. Directors: Robert W. Blake President of W.R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358 Douglas G. DeVivo General Partner of ALCE Partners, L.P. One First Street, Suite 16 Los Altos, CA 94022 David K. Sandie See above Joseph R. Rindler, Jr. See above Officers: Gary P. Watson Executive Vice President, Chief Financial and Admin- istrative Officer Stephen G. Bondi Vice President James E. McKee Secretary Gabelli & Company, Inc. Directors: James G. Webster, III Chairman Stephen G. Bondi See above Donald C. Jenkins Director of Research Officers: James G. Webster, III Chairman Stephen G. Bondi Vice President Bruce N. Alpert Vice President-Mutual Funds Walter K. Walsh Compliance Officer James E. McKee Secretary GLI, Inc. Directors: Mario J. Gabelli See above-Gabelli Funds, Inc. Officers: Mario J. Gabelli Chairman and Chief Investment Officer Stephen G. Bondi Vice President Gabelli Associates Limited Directors: Mario J. Gabelli See above-Gabelli Funds, Inc. MeesPierson (Cayman) British American Centre Limited Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British WestIndies Officers: Mario J. Gabelli Chief Investment Officer Kevin Bromley Vice President, Treasurer and Assistant Secretary Sandra Wight Secretary and Assistant Treasurer Gabelli International Limited Directors: Mario J. Gabelli See above-Gabelli Funds, Inc. MeesPierson (Cayman) British American Centre Limited Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British West Indies Officers: Kevin Bromley Vice President, Treasurer, and Assistant Secretary MeesPierson (Cayman) Limited British American Centre Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British West Indies Sandra Wight Secretary and Assistant Treasurer Assistant Secretary MeesPierson (Cayman) Limited British American Centre Dr. Roy's Drive- Phase 3 Georgetown, Grand Cayman Cayman Islands, British West Indies Gemini Capitial Management Ltd. Directors: Marc J. Gabelli See above-Gabelli Funds, Inc. Stephen G. Bondi See Above-Gabelli Funds, Inc. Michael A. Salatto Controller, Gabelli Securities, Inc. Michael J. Burns Appleby, Spurling & Kempe Cedar House 41 Cedar Avenue Hamilton, HM12 Bermuda Douglas Molyneux Appleby, Spurling & Kempe Cedar House 41 Cedar Avenue Hamilton, HM12 Bermuda Gabelli Fund, LDC Directors: Johann S. Wong c/o Tremont (Bermuda) Limited Tremont House 4 Park Road Hamilton HM 11, Bermuda Peter D. Anderson Givens Hall Bank & Trust Genesis Building P.O. Box 2097 Grand Cayman, Cayman Islands BWI3459498141 Karl Otto Pohl Sal Oppenheim Jr. & Cie Bockenheimer Landstrasse 20 D-6000 FRANKFURT AM MAIN Germany Anthonie C. van Ekris See below Lynch Corporation 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Paul J. Evanson President Florida Light & Power Co. P.O Box 14000 700 Universe Blvd. Juno Beach, Fl 33408 Mario J. Gabelli See above-Gabelli Funds, Inc. E. Val Cerutti Business Consultant Cerutti Consultants 227 McLain Street Mount Kisco, NY 10540 Ralph R. Papitto Chairman of the Board AFC Cable Systems, Inc. 50 Kennedy Plaza Suite 1250 Providence, RI 02903 Salvatore Muoio Principal S. Muoio & Co., LLC 655 Third Avenue New York, NY 10017 John C. Ferrara Chief Financial Officer Golden Books Family Entertainment 888 Seventh Avenue New York, NY 10106 David C. Mitchell Business Consultant c/o Lynch Corporation 401 Theodore Fremd Ave Rye, NY 10580 Officers: Mario J. Gabelli Chairman and Chief Executive Officer Robert E. Dolan Chief Financial Officer Carmine Ceraolo Assistant Controller Robert A. Hurwich Vice President-Administration, Secretary and General Counsel Spinnaker Industries, Inc. 600 N. Pearl Street Suite 2160 Dallas, TX 75201 Directors: Joseph P. Rhein 5003 Central Avenue Ocean City, NJ 08226 Richard J. Boyle The Boyle Group, Inc. 6110 Blue Circle Drive Suite 250 Minnetonka, MN 55343 Ned N. Fleming, III Boyle, Fleming, & Co., Inc. 600 N. Pearl Street Suite 2160 Dallas, TX 75201 Robert E. Dolan See above Lynch Corporation Anthonie C. van Ekris Chairman and Chief Executive Officer Balmac International, Inc. 61 Broadway Suite 1900 New York, NY 10006 Frank E. Grzelecki President Saugatuck 1 Canterbury Green Stamford, CT 06901 Philip W. Colburn Chairman of the Board Allen Telecom, Inc. 11611 San Vincente Blvd. Suite 505 Los Angeles, CA 90049 Officers: Ned N. Fleming, III President Richard J. Boyle Chairman and Chief Executive Officer Robert A. Hurwich Secretary Mark A. Matteson Vice President, Corporate Development Craig Jennings Controller Entoleter, Inc. 251 Welton Street Hamden, CT 06517 Directors: Ned N. Fleming, III See above-Spinnaker Mark A. Matteson See above-Spinnaker Robert Hladick See above Entoleter Robert P. Wentzel See above Entoleter James Fleming 230 Saugatuck Avenue, Unit 8 Westport, CT 06880 Officers: Robert P. Wentzel President Mark R. Matteson Vice President Robert Hladick Controller & Secretary Western New Mexico Telephone Company 314 Yankee Street Silver City, NM 88062 Directors: Jack C. Keen Chairman and President Dr. Brian E. Gordon Vice President Mary Beth Baxter Secretary & Treasurer John Clay Keen Route 6 Box 270 Greenville, TX 75401 Robert E. Dolan See above-Lynch Corporation Robert A. Hurwich See above-Lynch Corporation Carmine Ceraolo See above-Lynch Corporation Mary J. Carroll See above-Lynch Corporation Eugene P. Connell See above-Lynch Corporation Officers: Jack C. Keen Chairman and President Jack L. Bentley Executive Vice President Dr. Brian E. Gordon Vice President Charles M. Baxter Sr. Vice President-Operations Mary Beth Baxter Secretary & Treasurer Robert A. Hurwich Assistant Treasurer Inter-Community Telephone Company P.O. Box A Nome, ND 58062 Directors: Mary J. Carroll See above-Lynch Corporation Robert E. Dolan See above-Lynch Corporation Joseph H. Epel See above-Lynch Corporation Robert A. Hurwich See above-Lynch Corporation Eugene P. Connell See above-Lynch Corporation Harry B. Snyder P.O. Box 131 Buffalo, ND 58011 Robert Snyder 200 Broadway South Buffalo, ND 58011 Keith S. Anderson See above-Inter-Community Telephone Company Robert Reff See above-Inter-Community Telephone Company Officers: Leone A. Nilsen President Robert Snyder President Robert Reff Vice President Keith S. Anderson Secretary Harry B. Snyder Treasurer Joseph H. Epel Assistant Treasurer Robert A. Hurwich Assistant Secretary Lynch Telecommunications Corporation 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Richard A. Kiesling 2801 International Lane Suite 207 Madison, WI 53740 Robert E. Dolan See above-Lynch Corporation Robert A. Snyder See above-Inter-Community Telephone Company Eugene P. Connell See above-Lynch Corporation Officers: Robert A. Hurwich Secretary Joseph H. Epel Treasurer and Assistant Secretary Robert E. Dolan President, Controller, Assistant Treasurer, and Assistant Secretary Lynch Telephone Corporation 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Robert E. Dolan Controller Jack W. Keen President Robert A. Hurwich See above-Lynch Corporation Eugene P. Connell See above-Lynch Corporation Officers: Jack C. Keen Chairman Jack W. Keen President Robert A. Hurwich Secretary Mary Beth Baxter Treasurer and Assistant Secretary Robert E. Dolan Controller
SCHEDULE II INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1) SHARES PURCHASED AVERAGE DATE SOLD(-) PRICE(2) COMMON STOCK-GAYLORD ENTMT CO NEW GABELLI FUNDS, INC. THE GABELLI VALUE FUND,INC. 7/07/98 5,000 33.0500 6/17/98 20,000 33.0500 6/08/98 10,000 33.8000 THE GABELLI SMALL CAP GROWTH FUND 7/08/98 10,000 33.4250 THE GABELLI EQUITY TRUST,INC. 6/18/98 2,000 32.9875 THE GABELLI ASSET FUND 7/02/98 9,000 32.1125 5/14/98 1,000 34.0500 THE GABELLI CAPITAL ASSET FUND 6/08/98 5,000 33.8000 GAMCO INVESTORS, INC. 7/09/98 5,000 33.5000 6/26/98 5,000 32.3125 6/17/98 5,000 32.9727 6/16/98 10,000 32.9375 6/10/98 5,000 33.6125 5/19/98 2,000 34.0000 5/18/98 2,000 34.0000 5/15/98 3,200 34.1250 5/14/98 2,800 33.9107 7/14/98 25,000 33.5000 7/14/98 5,000 33.5250 7/14/98 4,000 33.6250 7/13/98 1,500 33.5208 7/13/98 666- 33.2500 7/13/98 2,000 33.5000 7/10/98 5,000 33.4375 7/10/98 3,300 33.5000 7/10/98 5,000 33.4575 7/09/98 4,400 33.5000 7/08/98 10,000 33.3750 7/07/98 1,000 33.0000 7/07/98 16,800 33.0952 7/07/98 18,334 33.0636 7/07/98 1,500 33.0625 7/06/98 3,600 32.4514 SCHEDULE II INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1) SHARES PURCHASED AVERAGE DATE SOLD(-) PRICE(2) COMMON STOCK-GAYLORD ENTMT CO NEW GAMCO INVESTORS, INC. 7/01/98 1,000 32.3750 6/30/98 1,400 32.6250 6/30/98 10,000 32.7500 6/30/98 2,000 32.4500 6/29/98 13,600 32.2500 6/29/98 5,000 32.3125 6/29/98 2,000 32.4375 6/29/98 2,500 32.1875 6/23/98 500 32.4375 6/17/98 3,000 32.9727 6/16/98 11,165- 32.7778 6/15/98 200 33.2500 6/15/98 999- 33.2500 6/12/98 1,300 33.3750 6/11/98 3,700- 33.5507 6/11/98 1,300 33.6250 6/11/98 3,800 33.5493 6/11/98 500 33.3750 6/11/98 500- 33.5000 6/10/98 3,700 33.5507 6/05/98 1,500 33.7500 5/29/98 4,000 33.6563 5/29/98 1,000- 33.6250 5/28/98 2,000 33.5625 5/26/98 3,000 34.0000 5/26/98 1,667 34.0500 5/26/98 1,000 34.1250 5/21/98 1- 33.9400 5/21/98 2,500 33.8625 5/19/98 333- 34.0000 5/18/98 6,500 34.0000 5/15/98 2,000 34.1250 5/15/98 500 34.0250 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NY STOCK EXCHANGE. (2) PRICE EXCLUDES COMMISSION.