SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

December 21, 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
		Form 10-Q for the quarter ended September 30, 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 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.

Quarterly Report on Form 10-Q for the quarter ended September 30,
2005
Notes to Interim Condensed Consolidated Financial Statements, page
7
Note 2.  Mergers and Acquisitions, page 9

1. It is unclear to us as to the nature of the acquisition of Good
Times in September 2005.  Please tell us and disclose in future
filings to what extent you acquired control of and percentage of
equity interests in Good Times through the acquisition.  If you
did
not acquire control, please tell us how the transaction properly
reflects a business combination under SFAS 141 rather than a
purchase
of assets.  If a business was not acquired, please explain why you
believe it was appropriate to recognize goodwill.  Refer to the
related guidance in EITF 98-3.  Include in your response any
liabilities assumed as part of the acquisition.

2. If the acquisition of GoodTimes represents a business
combination,
please revise to include the pro forma disclosures required by
paragraphs 54, 55 and 58 of SFAS No.141, as applicable.

3. Also, please revise to disclose the factors that contributed to
a
purchase price resulting in recognition of goodwill.  Refer to the
requirements of paragraph 51b of SFAS No.141.

Periodic Report on Form 8-K/A filed November 29, 2005
Exhibit 99.1 GT Brands LLC Financial Statements

4. If it is determined that the acquisition of Good Times was a
business combination, please amend your 8-K/A to include the audit
report for all periods presented in the financial statements of GT
Brands LLC.  Refer to Regulation S-X, Article 3-05.

5. If it is determined that the acquisition of Good Times was a
business combination, please amend your 8-K/A to also include
financials through the most recent interim period, as applicable
of
GT Brands LLC.  Refer to Regulation S-X, Article 3-05(b)(2).

6. Please tell us and clarify in an amended Form 8-K why you have
included financial statements for both GT Brands LLC and
Subsidiaries
and GT Brands Holdings LLC and Subsidiaries for 2003 in your Form
8-K
filing.  Your revised Form 8-K should clearly explain the nature
of
the assets or interests acquired in your recent acquisition
transaction and should explain why financial statements for both
entities have been provided.  We may have further comment upon
receipt of your response.

Financial Statements of GT Brands LLC and Subsidiaries

7. Revise the statements of operations of GT Brands LLC and
Subsidiaries to eliminate the subtitle "Loss from Operations
Before
Impairment of Goodwill and Intangible Assets" as the presentation
of
this subtotal is not appropriate.  Refer to the guidance outlined
in
SAB Topic 5:P, Question 2.  The pro forma statements of operations
included in your Form 8-K/A should be similarly revised.

Exhibit 99.2 Pro Forma Financial Statements
Pro Forma Statements of Operations

8. Revise to eliminate the pro forma adjustments (4) and (5)
eliminating impairment of goodwill and intangible assets and the
gain
on sale of REPS LLC.  As these events or transactions occurred
prior
to the acquisition of GoodTimes Entertainment and were reflected
in
its historical financial statements prior to the acquisition, they
are not directly attributable to the acquisition transaction and
should not be eliminated through pro forma adjustments.  Refer to
the
guidance outlined in Rule 11-02(b)(6) of Regulation S-X.  Please
note
however that the notes to the pro forma statements of operations
should however disclose that the pro forma results of operations
include these transactions.  See Rule 11-02(c)(4) of Regulation S-
X.

Notes to Unaudited Pro Forma Condensed Combined Statements of
Operations

9. Your disclosure in the notes to the pro forma statements
indicate
that you have not adjusted to reflect the exclusion of revenue and
expenses related to those titles which Gaiam did not acquire from
GT.
Please revise to exclude the revenue and operating results
associated
with these contracts and titles not acquired or explain why you
believe your current presentation is appropriate.

10. Refer to Note 3 - Please revise to disclose the useful lives
used
to determine the amortization expense associated with each
category
of intangible assets acquired in connection with the acquisition
of
GoodTimes Entertainment.

11. Refer to Note 6 - Please expand your footnote disclosure to
clarify why this adjustment is factually supportable and directly
attributable to the acquisition transaction.  If this is because
the
GoodTimes debt was not assumed by the Company, please state this
in
your revised disclosure.

12. Refer to Note 7 - Please expand Note 7 to explain the
Company`s
basis for the conclusion that a tax benefit on losses incurred by
GoodTimes during 2004 and the nine months ended September 30, 2005
should be recognized since management believes it will be able to
use
the net operating loss carryforwards from these periods to offset
future taxable income.

*    *    *    *

As appropriate, please amend your September 30, 2005 10-Q and
November 29, 2005 8-K and 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.

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

Sincerely,

Linda Cvrkel
Branch Chief

??

??

??

??

Mr. Jirka Rysavy
Gaiam, Inc.
December 21, 2005
Page 1

</TEXT>
</DOCUMENT>