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March 4, 2009

United States Securities and Exchange Commission

Washington, D.C.  20549

Attention:  Linda Cvrkel

Branch Chief

Division of Corporate Finance

Mail Stop 3561

Re:        Gaiam, Inc.

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

File No. 000-27517

Dear Ms. Cvrkel:

This letter responds to your letter dated February 19, 2009
relating to comments of the staff of the Securities and Exchange Commission
(the “Staff”) in connection with the above referenced filing.  Gaiam, Inc. (the “Company”, “we”, “us”, “our”
or “Gaiam”) responses to the Staff’s comment follow the numbered comment
contained in the February 19, 2009 letter, which we have reproduced below.

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 acquisition transactions.  Please note that 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 terms
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
with the guidance in paragraph 22 of SFAS No. 141 or explain why you do not
believe this is required.

Company Response:  In response to the Staff’s comment, we advise
the Staff that the difference in value of the shares issued in connection with
our acquisition transactions between utilizing the closing market price of our
common stock on the date of the transaction and calculating their value in
accordance with paragraph 22 of SFAS No. 141 was (i) insignificant
and (ii) would result in no changes to our results of operations or cash
flows.   Additionally, we advise the
Staff that we will revise future filings beginning with our Annual Report on Form 10-K
for the year ended December 31, 2008 to disclose that we use a period
beginning two days before and two days after the date that the terms of the
acquisition are agreed to and announced in determining the estimated fair value
of the securities issued.

We appreciate your comments and your assistance in helping us to comply
with the applicable disclosure requirements and to enhance our overall filing
disclosures.  Should you have any further
questions or suggestions, or need additional information, please do not
hesitate to contact me at (303) 222-3696.

Regards,

  /S/ Vilia Valentine

  Vilia Valentine

  Chief Financial Officer