SecProbe.io

Mail Stop 3561
June 1, 2016

Lynn Powers
Chief Executive Officer
Gaiam, Inc.
833 West South Boulder Road
Louisville, CO  80027

Re: Gaiam, Inc.
 Preliminary Information Statement on Schedule 14 C
Filed May 17, 2016
File No. 000 -27517

Dear Mr. Powers :

We have limited our review of your filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten b usine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Summary Term Sheet, page 1

Interests of Certain Persons in or Opposition to Matters to be Acted Upon, page 5

1. Please refer to the second bullet.  Please quantify here the total amounts that your
executive officers may receive in connection with the proposed Brand Business Sale.
Please also revise the Change -in-Control Compensation section on page 5 accordingly.

Approval of the Transactions, page 8

2. Please refer to the third para graph.  Please identify the  directors and the entity that
delivered the written consent approving the proposed  transactions.

Lynn Powers
Gaiam, Inc.
June 1, 2016
Page 2

 Background of the Brand Business Sale, page 13

3. We note that one director and an entity  controlled by another director  own a controlling
voting interest in  the company of approximately 87.7% as of May 10, 2016.  We also
note that these parties entered into a voting agreement under  which each party agreed  to
vote their shares in favor of the Brand Business Sale.   To the extent applicable, please
briefly discuss any  negotiations or other material contacts between the company and
these controlling shareholders related to the proposed transactions.

Opinion of Financial Advisor, page 42

Miscellaneous, page 50

4. Please quantify any fees received or to be received by Stifel, Nicolaus & Company,
Incorporated relating to any material relationship that existed during the past two years
between you and your affiliates and Stifel.  Refer to Item 1015(b)(4) of Regulation M -A.
In this regard, please  quantif y the following fees :
 “A portion of the Transaction Fee is contingent upon the completion of the Brand
Business Sale” ;
 “Stifel was also engaged as Gaiam’s financial advisor in connection with the sale
of Gaiam’s interest i n Natural Habitat, Inc. and received a fee upon
consummation of such transaction” ; and
 “Upon consummation of the Brand Business Sale, Stifel may be entitled to
receive an additional fee relating to the Brand Business Sale and the sale of
Gaiam’s  interest in Natural Habitat, Inc.”

ANNEX E

Unaudited Pro Forma Condensed Consolidated Financial Information, pages E2 -E7

5. We note your present unaudited pro forma condensed consolidated balance sheet as of
December 31, 2015 and unaudited pro forma conde nsed statements of operations for the
year ended December 31, 2014.  Please note that your unaudited pro forma financial
information is limited to the date as of the most recent balance sheet date for pro forma
balance sheet.  For pro forma statements of o perations, your presentation is limited to the
most recent fi scal year and for the period fro m the most recent fiscal year end to the most
recent interim date for which a balance sheet is required.  As such, please remove the
above referenced unaudited pro  forma condensed consolidated financial statements in the
information statement.  Refer to Rule 11 -02(c)  of Regulation S -X.

Lynn Powers
Gaiam, Inc.
June 1, 2016
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the compa ny 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 comp any
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.

Please contact Donald E. Field  at (202) 551 -3680  or me at (202) 551-3217  with any other
questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

cc: Kristin M. Macdonald
Brownstein Hyatt Farber Schreck, LLP