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Correspondence

 December 8, 2010

 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, 2009

 File No. 000-27517

Dear Ms. Cvrkel:

 This letter responds to
your letter dated November 23, 2010 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 comments follow the numbered comments contained in the November 23, 2010 letter, which we have reproduced below. In addition, the Company acknowledges 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 proceedings initiated by the Commission or any person under federal securities laws of
the United States.

 Form 10-K for the fiscal year ended December 31, 2009

Item 1A Risk Factors, page 9

1.
We note your disclosure in the first paragraph of this section of “[t]hese risks and uncertainties include, but are not limited to, those risks described below of
which we are presently aware.”All material risks should be discussed in this section. In future filings, please revise this paragraph to clarify that you have discussed all known material risks. If a risk is deemed immaterial, please do not
reference it.

 Company Response: In response to the Staff’s comment, we will revise future
filings so that they do not refer to unknown or immaterial risks.

 Our founder and chairman, Jirka Rysavy, controls us, page 11

2.
In future filings, please quantify what percentage of the voting stock that Mr. Rysavy holds.

Company Response: In response to the Staff’s comment, we will revise future filings to include the percentage of voting
stock held by Mr. Rysavy.

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

Results of Operations, page 20

3.
Please revise future filings to discuss and analyze net revenues and cost of goods sold (rather than gross profit) separately for each segment. Because gross profit is
impacted by both net revenues and cost of goods sold, we believe a separate discussion of cost of goods sold results is appropriate.

 Company Response: In response to the Staff’s comment, we will revise future filings to discuss and analyze net revenues and cost of goods sold separately for each segment.

 Non-GAAP Financial Measures, page 23

4.
We note that your disclosures of Non-GAAP financial measures include a reconciliation of GAAP net loss to Non-GAAP net loss. In light of the fact that you present the
adjustments net of tax, please revise future filings to disclose how the tax effect was calculated. Also, in light of your disclosure of Non-GAAP loss per share, please revise future filings to include disclosure of the reconciliation of Non-GAAP
loss per share to the GAAP loss per share. See guidance in Questions 102.11 and 102.5 of the Compliance and Disclosure Interpretations: Non-GAAP Financial Measures January 11, 2010.

Company Response: In response to the Staff’s comment, we will include in our Non-GAAP financial measures in future
filings disclosures of how the tax effect was calculated and include disclosure of the reconciliation of Non-GAAP loss per share to the GAAP loss per share.

 Audited Financial Statements

 Statements of Operations, page 30

5.
We note from your disclosures in Note 13 and elsewhere in the filing, that the Solar segment, which includes solar energy integration businesses, contributes a
significant amount of revenue and contribution margin to the consolidated entity in 2009. As it appears that this segment generates revenue from services, rather than from the sale of products, we believe that your statement of operations should be
revised to present revenue and cost of goods sold separately for both products and services. Please revise future filings accordingly. See Rule 5-03 of Regulation S-X.

Company Response: In response to the Staff’s comment, we advise the Staff that the Solar segment derives that vast
majority of its revenues and contribution margin from the sale of solar systems products (net sale of tangible products), rather than from the labor to install those products (revenue from services). The Solar segment’s revenues from services
are less than 10% of our consolidated net revenues and, therefore, are combined with our net revenue (sales of tangible products).

 Notes
to the Financial Statements

 General

6.
We note from your disclosure on page 11 that Jirka Rysavy, your founder and Chairman, holds 100% of your Class B common shares and 868,682 Class A common shares.
The shares of Class B common stock are convertible into shares of Class A common stock at any time and each share of Class B common stock has ten votes per share, while each share of Class A common stock has one vote per share. As such, it
appears that he is able to vote a majority of the stock of the Company and has the effective power to control the vote on substantially all significant matters without the approval of other stockholders. In future filings, please revise the
footnotes to the financial statements to disclose the existence of this potential control relationship with respect to your outstanding common shares. Refer to the requirements of ASC 850-10-50-6.

 Company Response: In response to the Staff’s comment, we
will revise future filings to disclose Mr. Rysavy’s ability to cast a majority of the votes by Gaiam’s shareholders and his ability to control Gaiam.

 Note 2, Significant Accounting Policies

 Goodwill and Other Intangibles,
page 35

7.
We note your disclosure that in 2008 you recorded a $3.7 million reduction to goodwill in the business segment due to a business disposition. Please explain to us the
nature of the business disposition and tell us how you accounted for the disposition including how you determined the amount of goodwill that was allocated to the business that was disposed of. As part of your response, please tell us if any gain or
loss on the disposition was recorded in the statement of operations.

 Company Response: In response
to the Staff’s comment, we advise the Staff that in 2008 we sold our investment in business publications that were acquired as part of a previous business acquisition and sold our 51% ownership in Gaiam Limited, our former UK subsidiary. As a
result of these dispositions, we recorded an operating net gain of $0.2 million in our consolidated statement of operations. These businesses operated as stand-alone entities and were never integrated into the business goodwill reporting unit after
their acquisitions, and thus the benefits of the acquired goodwill were never realized by the rest of the business reporting unit. Therefore, the amount of goodwill allocated to these businesses was based on the carrying amount of their goodwill at
the time of the dispositions. We also refer the Staff to our previous disclosure of these transactions in Note 4, Mergers and Acquisitions, paragraph 8.

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 Revenues, page 36

8.
We note your disclosure that you had six and two solar energy integration contracts accounted for under the percentage-of-completion method as of December 31, 2009
and 2008, respectively. Please tell us and revise future filings to disclose the method used for measuring the extent of progress towards completion (e.g. cost to cost, labor hours). See guidance in ASC 605-35-50-2. Also, please tell us if you have
any significant amounts of costs and recognized income not yet billed, or billings in excess of costs and recognized income. See ASC 605-35-45-3.

 Company Response: In response to the Staff’s comment, we advise the Staff and will revise future filings to disclose that we recognize revenue from our solar energy system installations
equal to or greater than 110 kilowatts on a percentage-of-completion basis, measured by the percentage of contract costs incurred to date to total estimated costs for each contract. Also, we advise the Staff that we did not have any significant
amounts of costs and recognized income not yet billed, or billings in excess of costs and recognized income.

9.
We note from the disclosure included on page 36 that the Company recognizes revenue from fixed price contracts using either the completed contract or
percentage-of-completion method, based on the energy size of the solar integration project. Please explain in further detail why the size of the solar energy integration project influences which method of revenue recognition is used. Please note
that ASC 605-35-25-1 provides that the determination of which of the two methods is preferable should be based on a careful evaluation of the circumstances because the two methods should not be acceptable alternatives for the same circumstances.
Furthermore, as outlined in ASC 605-35-25-57, the percentage-of-completion method is preferable as an accounting policy in circumstances in which reasonably dependable estimates can be made, and the following conditions exist:

a)
Contracts executed by the parties normally include provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the
parties, the consideration to be exchanged, and the manner and terms of settlement.

b)
The buyer can be expected to satisfy all obligations under the contract.

c)
The contractor can be expected to perform all contractual obligations.

 Your response should explain in detail why you believe it is not appropriate to utilize the percentage-of-completion method for certain of your contracts, including why these contracts do not meet the
conditions outlined above. We may have further comment upon receipt of your response.

 Company Response: In
response to the Staff’s comment, we advise the Staff that there is a direct correlation between the size of the solar system integration projects and the time it takes to complete the work. Solar system integration projects that are less than
110 kilowatts are usually for residences and most take less than one week to complete. We use the completed contract method for these short-term contracts because the application of that method would not result in a materially different outcome from
using the percentage-of-completion method. Additionally, we believe it is solar industry practice (we refer the Staff to Akeena Solar, Inc. d/b/d Westin) to employ the completed contract method for smaller solar system installation projects.
Therefore, we do not believe the percentage-of-completion method is appropriate for smaller, short duration solar integration projects (less than 110 kilowatts). We refer the Staff to the guidance in ASC 605-35-25-90 through 25-93.

Note 4. Mergers and Acquisitions, page 38

10.
We note your disclosure that during 2009 you issued 25,000 shares of Class A common stock worth $64,000 and paid $1.5 million as contingent consideration for two
of your 2007 acquisitions. Please tell us what this contingent consideration was based on (e.g., earnings, security price) and tell us how you accounted for this payment of contingent consideration. Also, tell us how you valued the stock issued in
this transaction. If it was based on “fair value”, please tell us how you calculated or determined “fair value.”

 Company Response: In response to the Staff’s comment, we advise the Staff that the issuance of 25,000 shares of Class A common and the $1.5 million in cash were negotiated
settlements of contingent consideration based on earnings and the achievement of a certain membership threshold, respectively. The 25,000 shares of Class A stock, with a value of $64,000, was recorded as an operating expense because on or about
the time of the settlement we had just fully impaired all goodwill related to that business. The $1.5 million contingent consideration settlement was related to a business that we had abandoned and thus was considered usual, but not infrequent, and,
therefore, we recorded it as a non-operating expense. We valued the 25,000 Class A common shares based an approximate average of the closing price of our stock for the period beginning two days before and ending two days after the date of
settlement.

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11.
We note your disclosure that during the fourth quarter of 2009 you closed one of your insignificant, unprofitable direct to consumer businesses, resulting in a pre-tax
deconsolidation loss of $1.8 million. In light of the significance of this loss to the statement of operations in 2009, please explain to us how you calculated or determined the amount of the loss recognized.

Company Response: In response to the Staff’s comment, we advise the Staff that $1.5 million of the $1.8 million loss
was from a contingent consideration settlement explained above in our response to Question 10 and that the remaining $0.3 million represents the carrying value of this business’ net assets at the time of abandonment.

Note 11, Equity, page 43

12.
We note your disclosure that during 2009 and 2008 you issued shares of Class A common stock to your independent directors for services rendered and in 2009 you
issued Class A common stock shares for consulting services. Please tell us and explain in the notes to your financial statements how you valued the shares issued and/or the related consideration received in each of these transactions. If the
transactions were recorded based on fair value of the shares issued, please explain how “fair value” was determined.

 Company Response: In response to the staff’s comment, we advise the Staff and shall revise future filings to disclose that it is our consistent practice to value shares issued to
independent directors at estimated fair value based on the closing price of our stock on the date the shares are issued to our independent directors, which by policy is the last trading day of each quarter in which the services were rendered. For
the shares issued related to consulting services, we valued those shares at estimated fair value based on an approximate average of the closing price of our stock for the period beginning two days before and ending two days after the date that the
terms of the consulting arrangement were agreed to by both parties.

 Form 10-Q for the Quarter Ended September 30, 2010

 Note 6, Mergers and Acquisitions

13.
We note your disclosure that on July 1, 2010 you increased your ownership interest in an existing equity investment and as a result, recognized a gain,
representing the investment’s fair value immediately before acquiring control, of $1 million. Please explain to us the nature of this transaction including the amount paid to acquire the additional ownership interest and the percentage of your
ownership interest both before and after the acquisition. Also, please provide us more details as to how the gain of $1 million was calculated or determined. See guidance in ASC 805-10-25-10.

Company Response: In response to the Staff’s comment, we advise the Staff that this business combination was achieved
by contract alone and without the transfer of consideration. Prior to the business combination, we owned 50% of this business (but did not control it) and following the business combination, we owed 50.01% and obtained control of this business.
Prior to this business combination, we accounted for our 50% ownership as an equity investment. Just prior to this business combination, the carrying value of our 50% investment was zero because the business had historically generated losses. Recent
trends have indicated that the business has significant potential and thus, we desired a cont