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.