SecProbe.io

Mail Stop 3561

February 19, 2009
 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 response letter  dated January 16, 2009 and have the
following comment.  Where indicated, we th ink you should revise your document in
response to this comment and comply with th e remainder of the comment in all future
filings.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.     We look forward to working with you in these respects.  We welcome any
questions you may have about our  comment or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted 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

 Note 10. Shareholders’ Equity

1. We note your response to our prior comment  number 4 in which you indicate that
you typically use the closing market price of your common stock on the date of the transaction to value shares issued in  connection with acqui sition transactions.
Please note that such treatment does not comply with the guidance in paragraph
22 of SFAS No.141, which requires that the market price for a reasonable period
before and after the date that the term s of the acquisition are agreed to and
announced shall be considered in determining the fair value of the securities issued.  Please revise the values assigned to the shares issued  in connection with
the acquisition transactions that occurred during the various periods presented in
your financial statements to comply w ith the guidance in paragraph 22 of SFAS
No.141 or explain why you do not believe this is required.

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your response to our comment and pr ovides any requested informa tion.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your response to our comment.
Your response should be submitted in electronic form, under the label “corresp”
with a copy to the staff.

 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

Jirka Rysavy
Gaiam, Inc. Page 3