SecProbe.io

Mail Stop 3561

December 19, 2008
 Via U.S. Mail and Facsimile

 Mr. Rysavy Chief Executive Officer Gaiam, Inc. 833 W. South Boulder Road Louisville, Colorado 80027-2452
RE: Gaiam, Inc.
   Form 10-K for the fiscal  year ended December 31, 2007

File No. 000-27517

Dear Mr. Rysavy:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  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 re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Jirka Rysavy
Gaiam, Inc.
Page 2

Form 10-K for the fiscal year ended December 31, 2007

Financial Statements

Consolidated Balance Sheets, page 30
1. In future filings, please revise to  separately disclose goodwill on your
consolidated balance sheet as of each period presented. Refer to the guidance
outlined in paragraph 43 of SFAS No.142.

Mergers and Acquisitions, page 41
2. Reference is made to your fourth paragra ph on page 42.  Please explain to us how
you accounted for the Share Exchange Agreement transaction between Cinema
Circle, and Spiritual Cinema in your fi nancial statements.  Please consider
providing journal entries to facilitate your accounting explanation.  As part of
your response, please explain how the equity interest a nd net assets received by
Spiritual Cinema were value d.  Additionally, tell us if any gains or losses were
recognized in this transaction and provide  us with the related computations, as
applicable and the basis for your accounting treatment.  Finally, please explain to
us how the $6.9 million cost associated with your 85% ownership in Spiritual
Cinema was determined.  We may have  further comments upon receipt of your
response.
3. We note from your disclosure on page  43 that in connection with your
acquisitions during 2007 the majority or approximately eighty percent of the
acquisition cost was recognized as goodwill.  We also note that this continued to
hold true for your business acquisitions during 2008 through the interim period ended September 30, 2008.  Considering the significance of  the respective
goodwill recognized in proportion to the total costs of the aforementioned
acquisitions, please explain and disclose in the notes to your financial statements in future filings the primary reasons for the acquisitions during 2007 and 2008 and the factors that contributed to purchase  prices that resulte d in recognition of
goodwill.  Additionally, tell us how you c onsidered paragraph 37, 39 and A14 of
SFAS No. 141, before assigning the majority  of the total acquisition cost to
goodwill.

Note 10. Shareholders’ Equity

4. We note from the disclosures provided  in Note 10 and elsewhere in the
Company’s financial statements that the Company issued shares of its Class A
common stock in connection with various  acquisition transactions during the
periods presented in the Co mpany’s financial statements . In future filings, please
revise to disclose how you valued the shares issued in c onnection with your
various acquisition transactions. Refer to the disclosure requirements outlined in

Jirka Rysavy
Gaiam, Inc.
Page 3

paragraph 51d of SFAS No.141. Si milar disclosures should also be included in the
notes to the interim financial statemen ts included in your Quarterly Reports on
Form 10-Q.
5. We note the disclosure indicating that  in February 2007, the Company entered
into a stock repurchase agreement with  Revolution Living and Alps, under which
the Company repurchased 2.5 million of  its Class A common stock from
Revolution Living for $13.14 per share or approximately $32.8 million in cash.
We also note that in connection with  this agreement, Jirka Rysavy, the
Company’s chairman and principal or c ontrolling shareholder, primarily through
his ownership of the Company’s Cla ss B shares, purchased for $7.2 million
Revolution Living’s option to acquire a pproximately 2.3 million of his Gaiam
shares at $10 per share. We also note th at the repurchase price was calculated as
the spread between the negotiated shar e price for the Company’s purchase of
shares from Revolution Living of $13.14 pe r share and the $10 option exercise
price.

In this regard, please tell us when th e option of acquire 2.3 million of Jirka
Rysavy’s shares was originally granted to Revolution Living and the accounting
treatment used by the Company in connec tion with the original grant of this
option. Your response should al so explain the basis or ra tionale for the treatment
used for the option in the Company’s fina ncial statements. Refer to the guidance
outlined in SAB Topic 5:T.

Furthermore, please explain why Mr. Ry savy agreed to repurchase this option
from Revolution Living in connection with  the stock purchase agreement between
the Company and Revolution Living, and explain what if any accounting
treatment was used in the Company’s financial statements for the repurchase of
the option, as well as the Company’s basis or rationale for the treatment used. We
may have further comment upon receipt of your response.

Jirka Rysavy
Gaiam, Inc.
Page 4

Form 10-Q for the quarterly period ended March 31, 2008

Note 9 . Mergers and Acquisitions, page 9
6. We note from your disclosure that as a dditional contingent consideration for the
Carlson Solar acquisition, you granted warra nts to purchase 30,000 shares of Real
Goods Solar’s Class A common stock at an exercise price of $3.20 per share.  In
this regard, please provide us with and disclose the value assigned to the warrants.  Additionally, please provide us with and disclose your  method and assumption(s)
used in determining the value of the warrant s.  Also, provide us with and disclose
your accounting as it relates to this c ontingent consideration transaction,
supported with the applicable accounting l iterature.  If the value assigned to the
warrants have been included as part of th e purchase price, tell us your rationale
for the treatment used.
 Form 10-Q for the quarterly period ended September 30, 2008

 Condensed Consolidated Statements of Cash Flows, page 6

7. Please tell us why you have presente d the $31.4 million gain on issuance of
subsidiary stock on a  net tax basis in your  statement of cash flows rather than on
a gross basis.  Also, explain why this presen tation is inconsistent with that in your
Form 10-Q for the quarterly period ended June 30, 2008.

Note 4. Impairment of Assets, page 8
8. We note from your disclosure that you impaired a portion of media libraries,
LIME goodwill and other intangibles, tangi ble assets related to web site
development, and related assets duri ng the nine months ended September 30,
2008.  In this regard, please tell us and revise future filings to disclose the amount
of impairment assigned to each category of impaired assets.  We also note that you estimated the fair value of these a ssets groups using “various valuation
techniques,” but do not disclose the specific nature or types of valuation techniques used for each category of assets .  Rather you disclose the sources used
to come up with your assumptions that feed  the valuation models.  In this regard,
please tell us and revise future filings to  disclose the method(s) of determining the
fair-value of each category of impaired assets ( whether based on quoted market prices, prices of comparable business,  present value or other specific valuation
techniques, or a combination thereof).  If you use a combination of valuation
techniques for a specific a sset, asset group or reporting unit, disclose the weight
assigned to each valuation technique a nd your basis for your conclusion.  See
paragraphs 46 and 47 of SFAS No. 142 and paragraph 26 of SFAS No. 144 for
guidance.

Jirka Rysavy
Gaiam, Inc.
Page 5

9. Please tell us and revise the notes to your financial statements in future filings to
explain the nature and amounts of  the co sts other than asset impairment charges
of $11.9 million that have been included in “other general income and expense” in
your consolidated statement of operations  for the three months ended September
30, 2008.

Note 5. Shareholder’s equity, page 8
10. For each transaction where your subsidiary, Real Goods, issued stock, please tell
us and revise future filings to disclo se the following as of the date of each
transaction:

• the price per share of the Real Goods stock issued in each transaction, the
nature of the consideration received in exchange for the shares and how
the consideration received was objectively determined;
• If non-cash consideration was received in the exchange, please explain
how the consideration re ceived was valued; and
• the percentage ownership of the pa rent both before and after each
transaction

See Question 6 of SAB Topic 5:H for guidance
11. We note from your disclosure that the remaining net gain resulting from other
Real Goods non-stock related e quity transactions were r ecorded as an increase to
additional paid-in capital.  In this regard, pl ease tell us and revise future filings to
disclose the nature and terms of these transactions and explain to us your basis or rationale for this accounting treatment.
 Goodwill and Intangibles

12. In light of the fact that there has been significant changes in the “Media library”
and “Goodwill and other intangible” balance between December 31, 2007 and
September 30, 2008,  please provide us with and revise future filings to include
the disclosures outlined in pa ragraph 45 of SFAS No. 142.

Note 10. Mergers and Acquisitions, page 10
13. Please provide in future filings the di sclosures required by paragraph 58(b) of
SFAS No. 141 or alternativ ely, explain why you do not believe they are required.

Jirka Rysavy
Gaiam, Inc.
Page 6

Note 12. Subsequent Events, page 11
14. We note from your disclosure that eff ective October 1, 2008 your subsidiary Real
Goods issued Class A common stock in c onnection with the acquisition of Regrid
Power.  In this regard, please revise fu ture filings to include in your MD&A the
impact that the aforementioned transacti on is expected to have on your statement
of operations and the likeli hood of similar transactions occurring in the future.
See Question 6 of SAB T opic 5:H for guidance.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease 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 responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
filing;

‚ 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Jirka Rysavy
Gaiam, Inc. Page 7

 You may contact Jeffrey Jaramillo at  (202) 551-3212 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

 Sincerely,
         L i n d a  C v r k e l         B r a n c h  C h i e f

  Via facsimile: Vilia Valentine, Chief Financial Officer   (303) 222-3609