SecProbe.io

August 17, 2012

Via E -Mail
Mr. Stephen J. Thomas
Chief Financial Officer
Gaiam, Inc.
833 West South Boulder Road
Louisville, Colorado 80027

Re: Gaiam, Inc.
 Form 10-K for the Year Ended December 31, 2011
Filed March 15, 2012
Form 10 -Q for the Quarter Ended June 30, 2012
Filed August 9, 2012
File No. 000 -27517

Dear Mr. Thomas :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to  provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated ) and providing any  reque sted
information.   If you do not believe our comments apply to your facts and circumstances ,  please
tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Form  10-K for the Year Ended December 31, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 27

1. Please revise to disclose an estimate of your expected capital expenditures for fisc al
2012.

Statement of Cash Flows, page 35

2. We note that there is an $11.8 million cash outflow related to “deconsolidation of
subsidiary” presented as part of the investing activities section on the statement of cash
flows.  Please explain to us the natur e of this cash transaction.

Mr. Stephen J. Thomas
Gaiam, Inc.
August 17, 2012
Page 2

Notes to the Financial Statements

Note 1. Organization, Nature of Operations, and Principles of Consolidation, page 36

3. We note your disclosure that on December 31, 2011 you converted your Real Goods
Solar (“RSOL”) Class B c ommon shares, which had 10 votes per share, to RSOL Class A
common shares, which have one vote per share.  As a result of this conversion, your
voting ownership interest decreased to 37.5% and you no longer have financial control of
or make decisions about  resources to be allocated to this investee, but retained significant
financial influence.  Please explain to us, and revise to disclose, why you converted your
Class B common shares to Class A common shares.  As part of your response and revised
disclosur e, please tell us if this conversion was in accordance with the original terms of
the Class B common shares and tell us if any consideration was exchanged as a result of
the conversion.

Note 9. Equity
Real Goods Solar (our 37.5% owned equity method investment)

4. We note from the disclosure included on page 46 that on December 19, 2011, Real Goods
Solar issued 8.7 million of its Class A common stock worth $21.6 million to acquire
100% of the equity interest in Earth Friendly Energy Holding Group LLC d/ b/a Alteris
Renewals, Inc. With regards to the shares issued in this transaction, please tell us and
revise the notes to your financial statements to explain how the fair value of the 8.7
million shares issued in this transaction was determined. If a metho d other than the
trading price of the Real Goods Solar shares on December 19, 2011 was used, please
explain why you believe your methodology was appropriate.

Form 10 -Q for Quarter Ended June 30, 2012

Notes to the Financial Statements

Note 4. Mergers and  Acquisitions

5. We note that the majority of the purchase price allocation related to the Vivendi
Entertainment acquisition was allocated to accounts receivable.  Please tell us and revise
to disclose the gross contractual amounts receivable and the best es timate at the
acquisition date of the contractual cash flows not expected to be collected.  See guidance
in ASC 805 -20-50-1(b).

6. We note that in connection with the Vivendi Entertainment acquisition you allocated a
portion of the purchase price to goodwi ll ($6,731) and other intangibles ($8,600).  Please
explain to us and revise to disclose the nature of the other intangibles acquired, how you

Mr. Stephen J. Thomas
Gaiam, Inc.
August 17, 2012
Page 3

 determined or calculated the fair values attributable to these intangibles, and the useful
lives assigned to each  type of intangible asset.

Note 12. Segment Information, page 11

7. We note that the amounts recognized for “Loss from equity method investment in RSOL”
exceed 10% of your total consolidated segment contribution loss in both the three months
ended June 3 0, 2012 and the six months ended June 30, 2012.  In accordance with the
guidance in ASC Topic 280 -10-55-2, please note that equity method investees can be
considered an operating segment for segment reporting purposes if their operating results
and perform ance are reviewed by a chief operating decision maker (CODM) for such
purposes as evaluating whether or not to retain the investor -investee relationship.  It is
unclear to us due to the significance of this amount to contribution loss and to net loss
attributable to Gaiam, Inc., why you do not report this equity method investment as a
separate reportable business segment.  Specifically, as this amount represents your share
of earnings, which is net of the costs and expenses of this entity, the significance of these
amounts should be measured against a similar and consistent performance measure, such
as segment contribution (loss)/profit, which is also net of costs and expenses.  We refer
you to the quantitative threshold guidance in ASC Topic 280 -10-50-12 fo r reporting
separate operating segment information.  Please explain to us why you do not believe it is
appropriate to present your equity method investment in RSOL as a separate reportable
segment, or alternatively, please revise your notes to the financia l statements as
appropriate.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 13

Three Months Ended June 30, 2012 Compared to three Months Ended June 30, 2011 , page 15

8. We note your discl osure that cost of goods sold in the business segment increased $3.7
million during the second quarter of 2012 and as a percentage of net revenue, decreased
during the second quarter of 2012 primarily due to a shift in product sales mix resulting
from the Gaiam Vivendi Entertainment business that has no cost of goods sold.  Please
explain to us in detail and revise to disclose why this business does not have any cost of
goods sold attributable to the revenue it generates.

Forms 8 -K furnished August 9, 2012  and May 9, 2012

9. We note that you utilize the non -GAAP financial measure of Adjusted EBITDA in your
press release furnished in your Form 8 -K.  We further note that you have reconciled
Adjusted EBITDA to the GAAP measure loss from operations.  Please note that because
you use Adjusted EBITDA as a performance measure, the measure should be reconciled
to net income as presented in the statement of operations under GAAP. Operating income

Mr. Stephen J. Thomas
Gaiam, Inc.
August 17, 2012
Page 4

 would not be considered the most directly comparable GAAP financial measu re because
Adjusted EBITDA make adjustments for items that are not included in operating income.
Please revise future filings accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certai n that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filin g;

 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 Comm ission or any person under the federal securities laws of the United States.

You may contact  Claire Erlanger at (202) 551 -3301  if you have questions regarding
comments on the financial statements and related matters.  You may also contact me at (202)
551-3301 .

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief