SecProbe.io

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Mail Stop 3561

October 3, 2005

Via U.S. Mail

Mr. Jirka Rysavy
Chief Executive Officer
Gaiam, Inc.
360 Interlocken Boulevard
Broomfield, Colorado 80021

	RE:	Gaiam, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 3, 2005
		File No. 0-27517

Dear Mr. Rysavy:

We have reviewed your filings and have the following comments.  We
have limited our review to only your financial statements and
related
disclosures and do not intend to expand our review to other
portions
of your documents.  Where indicated, we think you should revise
your
document in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filings.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 15
Year Ended December 31, 2004 compared to year ended December 31,
2003, page 17

1. We note the reason for the increase in selling and operating
expense in both 2004 and 2003 was due to the doubling of the sales
force in the business segment.  Please tell us more about your
increase in sales staff in two consecutive years despite the
decrease
in overall revenues and in the business segment.  In future
filings,
please disclose the reasons for the rapid growth of the sales
force
and impact this is currently having and expected to have on your
revenues and gross profit.

Notes to Consolidated Financial Statements, page 28
Note 1. Summary of Significant Accounting Policies, page 28
Long-lived Assets, page 30

2. Given the significant level of operating losses and net losses
experienced during the past two fiscal years and the fact that
losses
have continued to be incurred in 2005, please explain in further
detail how the Company has determined that its various categories
of
long-lived assets, including goodwill, property, plant and
equipment,
capitalized production costs and media library were not impaired
at
December 31, 2004 or in subsequent reporting periods. As part of
your
response, you should explain in detail how each category of long-
lived assets was evaluated for impairment, including the methods
used
in determining fair values and any other significant or relevant
assumptions. Your response should also indicate whether projected
sales and profit margins used in your analysis are expected to
improve in future periods and your basis for assuming these
improvements. We may have further comment upon receipt of your
response.

Note 2. Mergers and Acquisitions, page 33

3. Please tell us and explain in future filings why only a very
small
portion of the purchase price for the acquisition of the 50.1%
interest in Leisure Systems International was allocated to
identifiable intangible assets other than goodwill. Similarly,
explain why none of the purchase price for the catalogue company
acquired during 2002 was allocated to intangible assets other than
goodwill. As part of your response, please explain how the fair
value
of the various assets acquired and liabilities assumed was
determined
for purposes of allocating the purchase price and explain what
consideration was given to allocating the purchase price to other
intangibles such as customer lists, customer relationships,
trademarks, etc. Also, tell us and disclose in future filings the
factors that contributed to a purchase price resulting in
recognition
of goodwill. Refer to the requirements of paragraph 51b of SFAS
No.141.

4. Additionally, please revise future filings to include an
analysis
of the changes in the carrying amount of goodwill that occurred
during the period as required by paragraph 45c of SFAS No.142.

Note 7. Stockholders` Equity, page 36

5. Please further explain the redemption of Gaiam.com stock in
2003
and why gains were recorded in the statement of cash flows for
each
of the years presented.  Include details of the transactions
including all prices of the stock and redemption dates.  Also,
explain how any gains recognized were determined

6. In a related matter, please tell us more concerning the
liabilities recorded in 2002 and 2003 for the issuances of stock
related to the Gaiam.com purchase.  As part of your response
please
explain the terms under which the 200,000 shares of Class A common
stock were issuable and include journal entries in your response.
Also, please explain why the company repurchased rights to 100,000
of
theses shares in 2003 and indicate the nature and amount of the
consideration paid or issued to reacquire these rights.

Note 9. Segment and Geographic Information, page 39

7. Please tell us what amounts you have included in the
determination
of long-lived assets by geographic region.  Include in your
response
how amounts classified as long-lived assets comply with the scope
of
SFAS 144, paragraphs 3 through 5.  Additionally, revise future
filings to include a reconciliation of the long-lived assets
allocated to your segments to that reflected in the company`s
balance
sheet as of each period presented.  Refer to the requirements of
paragraphs 32(c) and (d) of SFAS 131.

*    *    *    *

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings to be certain that the filings
include all information required under the Securities Exchange Act
of
1934 and they have provided all information investors require for
an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Heather Tress at (202) 551-3624 or me at (202)
551-
3813 if you have questions.

Sincerely,

Linda Cvrkel
Branch Chief

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Mr. Jirka Rysavy
Gaiam, Inc.
September 29, 2005
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