SecProbe.io

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 GAIA , INC.
 833 West South Boulder Road
 Louisville, CO 80027
 February 2, 2026
 VIA EDGAR Correspondence

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549
 Attn: Mr. Nicholas Nalbantian

 Re:

 Acceleration of Effective Date
 Gaia, Inc.
 Registration Statement on Form S‑3 (File No. 333-292955)

 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), Gaia, Inc. (the “ Registrant ”), hereby requests that the effective date of the
 above-referenced Registration Statement (the “ Registration Statement ”), be accelerated so that the Registration Statement becomes effective under the Securities Act by
 4:30 p.m., Eastern Time, on February 4, 2026, or as soon thereafter as practicable.
 The Registrant respectfully requests that you notify Mr. Jason Hille of Foley & Lardner LLP, counsel to
 the Registrant, of such effectiveness by a telephone call to (414) 319-7336.

 Very truly yours,

 Gaia, Inc.

 By:
 /s/ Ned Preston

 Ned Preston

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 28, 2026

Kiersten Medvedich
Chief Executive Officer
Gaia, Inc.
833 West South Boulder Road
Louisville, CO 80027

 Re: Gaia, Inc.
 Registration Statement on Form S-3
 Filed January 26, 2026
 File No. 333-292955
Dear Kiersten Medvedich:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jason M. Hille
</TEXT>
</DOCUMENT>

CORRESP
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    GAIA, INC.

    833 West South Boulder Road

    Louisville, CO 80027

    December 18, 2024

    VIA EDGAR Correspondence

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attn: Ms. Rebekah Reed

      Re:          Acceleration of Effective Date

      Gaia, Inc.

      Registration Statement on Form S‑3 (File No. 333-283767)

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Gaia, Inc. (the “Registrant”), hereby requests that the effective date of the above-referenced
      Registration Statement (the “Registration Statement”), be accelerated so that the Registration Statement becomes effective under the Securities Act by 4:30 p.m., Eastern Time, on December 20, 2024, or as soon thereafter as practicable.

    The Registrant respectfully requests that you notify Mr. Jason Hille of Foley & Lardner LLP, counsel to the Registrant, of such effectiveness by a telephone call to (414) 319-7336.

            Very truly yours,

            Gaia, Inc.

            By:

            /s/ Ned Preston

          Ned Preston

          Chief Financial Officer

December 18, 2024
James Colquhoun
Chief Executive Officer
Gaia, Inc.
833 West South Boulder Road
Louisville, CO 80027
Re:Gaia, Inc.
Registration Statement on Form S-3
Filed December 12, 2024
File No. 333-283767
Dear James Colquhoun:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jason M. Hille

December 4, 2024
James Colquhoun
Chief Executive Officer
Gaia, Inc.
833 West South Boulder Road
Louisville, CO 80027
Re:Gaia, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 000-27517
Dear James Colquhoun:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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  CORRESP

  September 25, 2024

  Via EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  100 F. Street, N.E.

  Washington, D.C. 20549-9303

  Attention:	Mr. Scott Stringer

  		Mr. Joel Parker

  		Mr. Tyler Howes

  		Mr. James Lopez

  Re:	Gaia, Inc.

  Form 10-K for the Fiscal Year ended December 31, 2023

  Filed March 29, 2024

  File No. 000-27517

  Dear Mr. Stringer, Mr. Parker, Mr. Howes and Mr. Lopez:

  This letter is in response to your comment letter dated September 20, 2024. Your comments are reproduced below in bold italics, followed in each case by the response of Gaia, Inc. (the “Company”).

  Form 10-K for the Fiscal Year Ended December 31, 2023

  Item 11. Executive Compensation, page 73

  1.We note from the disclosure incorporated by reference from page 18 of the Definitive Proxy Statement filed on April 29, 2024, that in 2023 your executive officers received bonuses based on your overall financial performance as determined by your board of directors. We also note the statement that your compensation committee determined there was no performance-based compensation tied to financial results during the relevant period. Please briefly explain to us why application of the recovery policy resulted in this conclusion. See Item 402(w)(2) of Regulation S-K.

  We respectfully acknowledge the Staff’s comment and request for an explanation. The Company’s conclusion that, as disclosed on page 18 of the Company’s Definitive Proxy Statement filed on April 29, 2024 (the “Proxy Statement”), “no performance-based compensation . . . within the prior three years was based upon the achievement of financial results, as reported in [any] report filed with the SEC” for purposes of the Company’s Compensation Recovery Policy (the “Policy”) was based on

Gaia, Inc. | 833 W. South Boulder Road Louisville, CO 80027 | 303-222-3600 | Gaia.com

  (1) the scope of the Policy and (2) the manner in which the fiscal year 2023 bonuses were awarded.

  The Policy requires recovery of “Erroneously Awarded Compensation” in the event of a triggering restatement.  “Erroneously Awarded Compensation” is defined to include only certain amounts of “Incentive-Based Compensation,” and “Incentive-Based Compensation” is defined as “compensation that is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure.”  Accordingly, compensation that is granted, earned or vested based wholly on factors other than the attainment of a financial reporting measure is not within the scope of, or subject to recovery under, the Policy.

  The bonuses awarded to the named executive officers for fiscal year 2023 were earned based wholly on factors other than the attainment of a financial reporting measure.  As disclosed on page 17 of the Proxy Statement, the bonuses were “awarded at the discretion of our compensation committee.”  The compensation committee of the Company’s Board of Directors reviewed both the Company’s “overall financial performance and each executive officer’s individual performance in determining whether such executive officer should be awarded a bonus,” but the bonuses were not contingent on the achievement of any financial reporting measure and were ultimately awarded on the basis of the compensation committee’s exercise of discretion following the end of the year rather than on the basis of a financial reporting measure or otherwise on the basis of financial results reported in any report filed with the Securities and Exchange Commission.

  As a result, the bonuses were not “Incentive-Based Compensation” as defined by the Policy and therefore were not subject to recovery under the terms of the Policy.

  2.It appears that you have not provided your disclosure about your recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future filings where you conduct a recovery analysis, please also include the interactive data.

  We respectfully acknowledge the Staff’s comment and advise the Staff that, in future filings in which the Company discloses that it has conducted a recovery analysis, it undertakes to provide the required disclosure about the recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual.

Gaia, Inc. | 833 W. South Boulder Road Louisville, CO 80027 | 303-222-3600 | Gaia.com

  Please contact me at 303-222-3254 if you need any additional information.

  Sincerely,

  /s/ Ned Preston

  Ned Preston

  Chief Financial Officer

  cc:	James Colquhoun

  	Chief Executive Officer

  	Gaia, Inc.

  Jason M. Hille

  	Foley & Lardner LLP

Gaia, Inc. | 833 W. South Boulder Road Louisville, CO 80027 | 303-222-3600 | Gaia.com

September 20, 2024
James Colquhoun
Chief Executive Officer
Gaia, Inc.
833 West South Boulder Road
Louisville, CO 80027
Re:Gaia, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 000-27517
Dear James Colquhoun:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 11. Executive Compensation, page 73
1.We note from the disclosure incorporated by reference from page 18 of the Definitive
Proxy Statement filed on April 29, 2024, that in 2023 your executive officers received
bonuses based on your overall financial performance as determined by your board of
directors. We also note the statement that your compensation committee determined there
was no performance-based compensation tied to financial results during the relevant
period. Please briefly explain to us why application of the recovery policy resulted in this
conclusion. See Item 402(w)(2) of Regulation S-K.
2.It appears that you have not provided your disclosure about your recovery analysis in an
Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR
Filer Manual. In future filings where you conduct a recovery analysis, please also include
the interactive data.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

September 20, 2024
Page 2
            Please contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Tyler Howes at 202-551-3370 or James Lopez at 202-551-3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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    GAIA, INC.

    833 West South Boulder Road

    Louisville, CO 80027

    June 27, 2024

    VIA EDGAR Correspondence

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attn: Ms. Rebekah Reed

    Re:         Acceleration of Effective Date

    Gaia, Inc.

    Registration Statement on Form S‑1 (File No. 333-280271)

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Gaia, Inc. (the “Registrant”), hereby requests that the effective date of the above-referenced
      Registration Statement (the “Registration Statement”), be accelerated so that the Registration Statement becomes effective under the Securities Act by 4:30 p.m., Eastern Time, on July 1, 2024, or as soon thereafter as practicable.

    The Registrant respectfully requests that you notify Mr. Jason Hille of Foley & Lardner LLP, counsel to the Registrant, of such effectiveness by a telephone call to (414) 319-7336.

            Very truly yours,

            Gaia, Inc.

            By:

            /s/ Ned Preston

            Ned Preston

            Chief Financial Officer

United States securities and exchange commission logo
June 25, 2024
James Colquhoun
Chief Executive Officer
Gaia, Inc.
833 West South Boulder Road
Louisville, CO 80027
Re:Gaia, Inc.
Registration Statement on Form S-1
Filed June 17, 2024
File No. 333-280271
Dear James Colquhoun:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jason M. Hille

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<TEXT>
Gaia, Inc.
833 West South Boulder Road
Louisville, Colorado 80027

May 21, 2021

VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.  20549
Attention:  Taylor Beech

	Re:	Gaia, Inc. Acceleration Request
		Registration Statement on Form S-3 (No. 333-255734)

Ladies and Gentlemen:

	Pursuant to Rule 461 under the Securities Act of 1933,
	as amended (Securities Act), Gaia, Inc., a Colorado
	corporation (Company), hereby requests that the effective
	date of the above-referenced Registration Statement be
	accelerated to May 25, 2021, at 4:00 p.m., Eastern Time,
	or as soon thereafter as practicable. In making this
	acceleration request, the Company acknowledges that
	it is aware of its obligations under the Securities Act.

	If you have any questions regarding the foregoing, please
	contact Polly Swartzfager of Bartlit Beck LLP at
	(303) 592-3175 or polly.swartzfager@bartlitbeck.com.

Very truly yours,

GAIA, INC.

By:	/s/ Paul Tarell
Name:	Paul Tarell
Title:	Chief Financial Officer

</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 10, 2021
Paul C. Tarell
Chief Financial Officer
GAIA, INC
833 West South Boulder Road
Louisville, Colorado 80027
Re:GAIA, INC
Registration Statement on Form S-3
Filed May 3, 2021
File No. 333-255734
Dear Mr. Tarell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Polly Swartzfager, Esq.

CORRESP
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CORRESP

 Gaia, Inc.

833 West South Boulder Road

Louisville, Colorado 80027

October 17, 2016

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

 Gaia, Inc. – Acceleration Request –

Registration Statement on Form S-3 (No. 333-213895)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Gaia, Inc., a Colorado corporation (the “Company”), hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:30 p.m., Eastern Time, on October 19, 2016, or as soon as possible thereafter. In this regard, the Company is
aware of its obligations under the Securities Act.

Very truly yours,

GAIA, INC.

By:

/s/ Paul Tarell

Name:

Paul Tarell

Title:

Chief Financial Officer

Mail Stop 3561
October 13, 2016

Jirka Rysavy
Chief Executive Officer
Gaia, Inc.
833 West South Boulder Road
Louisville, CO 80027

Re: Gaia, Inc.
  Registration Statement on Form S-3
Filed  September 30, 2016
  File No.  333-213895

Dear Mr. Rysavy :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

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

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc: Thomas R. Stephens
Bartlit Beck Herman Palenchar & Scott LLP

Mail Stop 3561
June 9, 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 completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsibl e 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 applicable rules require.

Sincerely,

 J. Nolan McWilliams

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

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

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CORRESP

 June 3, 2016

United States Securities and Exchange Commission

Washington, D.C. 20549

Attention:

J. Nolan McWilliams

Attorney-Advisor

Division of Corporation Finance

Office of Transportation and Leisure

Mail Stop 3561

Re:

Gaiam, Inc.

Preliminary Information Statement on Schedule 14C

Filed May 17, 2016

File No. 000-27517

 Dear Mr. McWilliams:

 This letter
is being filed on behalf of Gaiam, Inc. (the “Company”) in response to comments received by the Company from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by
letter dated June 1, 2016 with respect to the Company’s Preliminary Information Statement on Schedule 14C filed on May 17, 2016 with the Commission (the “Information Statement”). The numbered paragraphs and headings below
correspond to the numbering and headings set forth in the comment letter. To assist in your review, the Staff’s comments are highlighted in bold below and are followed by the Company’s responses.

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.

 Company Response:  In response to the Staff’s
comment, the Company has revised the disclosure under the headings “SUMMARY TERM SHEET – Interests of Certain Persons in or Opposition to Matters to be Acted Upon” and “SUMMARY TERM SHEET – Change-in-Control
Compensation.”

 Approval of the Transactions, page 8

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

Company Response:  In response to the Staff’s comment, the Company has revised the disclosure in the third paragraph
under the heading “APPROVAL OF THE TRANSACTIONS.”

 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.

 Company Response:  In response to the Staff’s comment, the Company has
revised the disclosure under the heading “MATTER No. 1: THE BRAND BUSINESS SALE – Background of the Brand Business Sale.”

 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 quantify 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 in 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.”

 Company Response:  In response to the Staff’s comment, the Company has revised the disclosure
under the heading “MATTER No. 1: THE BRAND BUSINESS SALE – Opinion of Financial Advisor – Miscellaneous.”

 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 condensed 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 operations, your presentation is limited to the most recent fiscal year and for
the period from 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.

 Company Response:  In response to the
Staff’s comment, the Company has removed from Annex E the unaudited pro forma condensed consolidated balance sheet as of December 31, 2015 and the unaudited pro format condensed statement of operations for the year ended December 31, 2014. In
addition, the Company has also deleted all references to the above-referenced financial statements from the third paragraph on page E-2 of Annex E and from the disclosure under the heading “FINANCIAL INFORMATION – Unaudited Pro Forma
Condensed Consolidated Financial Information” on page 61.

 *****

In addition to the foregoing revisions, the Company has also updated the beneficial ownership table as of June 1, 2016 and made other non-substantive
clarifying edits and updates.

 With respect to the preceding responses, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 2

•

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.

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) 222-3782.

Regards,

 /s/ Stephen J. Thomas

Stephen J. Thomas

 Chief Financial Officer

 3

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

October 7, 2014

Via E -mail
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, 2013
Filed March 31, 2014
Form 10 -Q for the Quarter Ended June 30, 2014
Filed August 8, 2014
File No. 000 -27517

Dear Mr. Thomas :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.
.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

CORRESP
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CORRESP

 September 26, 2014

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 Year Ended December 31, 2013

Filed March 31, 2014

 Form 10-Q for the Quarter
Ended June 30, 2014

 Filed August 8, 2014

File No. 000-27517

 Dear Ms. Cvrkel:

 This
letter responds to your letter dated September 12, 2014 relating to comments of the staff of the Securities and Exchange Commission (the “Staff”) in connection with the above referenced filings. Gaiam, Inc. (the
“Company”, “we”, “us”, “our” or “Gaiam”) responses to the Staff’s comments follow the numbered comments contained in the 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 Year Ended December 31, 2013

Item 1. Business, page 3

 Our Reporting Segments,
page 7

 1. We note your disclosure that your business segment is dependent upon a few major customers. We also note the disclosure on
page 53 that sales to your largest customer accounted for approximately 32.1% of total net revenue during 2013. Please confirm that in future filings you will disclose the names of any customers who accounted for ten percent or more of your revenues
and whose loss would have a material adverse effect on the company, if appropriate. In your response, please provide us with your proposed revised disclosure. Refer to Item 101(c)(1)(vii) of Regulation S-K.

Company Response: In response to the Staff’s comment, we will revise future filings so that we disclose the names of
material customers pursuant to Item 101(c)(1)(vii) of Regulation S-K.

 The company proposes the following disclosure (to be added to
the ‘Business Segment’ section in Item 1 and the ‘Segment and Geographic Information’ footnote in Item 8):

“Sales to our largest customer, Target Corporation (“Target”) accounted for 32.1%, 22.9% and 15.8% of our total net revenue
during 2013, 2012, and 2011, respectively. The loss of Target as a customer would have a material adverse effect on our business. No other customer accounted for 10% or more of our total net revenue.”

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 18

Results of Operations, page 21

 Year Ended
December 31, 2013 Compared to Year Ended December 31, 2012, page 23

 2. We note your disclosure that net revenue in the
business segment increased 22.5% during 2013 compared to 2012 due to better sales performance at your top 25 retailers and growth in your Gaiam Restore and SPRI product lines. We also note that net revenue in your direct to consumer segment
increased 21.5% during 2013 compared to 2012 primarily due to subscriber growth at Gaiam TV, revenues from My Yoga Online, and increased revenue at your travel subsidiary. In this regard, please identify the underlying economic business reason(s)
for material increases or decreases. For example, we suggest enhancing your discussion of material changes related to product mix, sales prices, productivity levels, etc., to include quantitative analysis such as the number of units sold by product
along with the selling price of the product, or other relevant measures, and addressing the reasons for any significant changes between the periods. We also suggest in addition to indicating the product line that accounts for material change in
sales, you should consider explaining the reasons for why the decrease/increase occurred and your expectations for future sales. Refer Item 303 of Regulation SK.

Company Response: Our revenues are derived from multiple channels and from a broad group of diverse products and customers. In
response to the Staff’s comment, we will revise future filings to provide a narrative discussion of the extent to which changes in our revenues are attributable to increases in prices or to increases in the volume or amount of goods or services
being sold or to the introduction of new products or services.

 Liquidity and Capital Resources, page 27

3. We note your table on page 27 discloses the cash flows for each of the years ended December 31, 2011, 2012 and 2013. However, it
appears that your discussion below the table only discusses 2012 and 2013. Please expand your liquidity discussion, in future filings, to cover the three-year period covered by the financial statements, using year-to-year comparisons or any other
format to enhance the reader’s understanding. Refer to Instruction 1 to paragraph 303(a) of Regulation S-K.

 Company
Response: We will revise future filings so that the liquidity discussion addresses cash flows for the three-year period covered by the financial statements.

Notes to the Financial Statements

 General

4. We note from your statement of cash flows that you used cash of $6 million to purchase a business in 2013 and we note from your disclosure
on page 15 that you issued 1,055,000 shares of your class A common stock into escrow as partial payment for this 2013 acquisition. We also note from your disclosure in Note 1 that $11.3 million of goodwill was recognized during 2013 related to
acquisitions. Please provide us details of this acquisition including the purchase price allocation and an explanation of how you valued and accounted for the shares issued as purchase consideration in this transaction. Also, if the majority of the
purchase price was allocated to goodwill, please explain to us the reasons why the allocation is appropriate and tell us how you evaluated the acquisition for the existence of PP&E or other amortizable intangibles. Please refer to the guidance
in ASC 805-20-55. Additionally, in light of your disclosure in Note 1 that the purchase allocation was preliminary at the time of the filing of this Form 10-K, please tell us if you have finalized your purchase price accounting and if so, tell us
the nature and amount of any adjustment.

 Company Response: On October 31, 2013, we acquired all of the outstanding
common stock of My Yoga Online, ULC (“My Yoga Online”), an on-line yoga video streaming subscription business in Canada. We believe this acquisition increases our subscriber base and expands our content offering to

the existing subscribers of both companies. The acquisition was not a significant business combination for Gaiam. The aggregate consideration of $12.597 million consisted of:

•

cash payments of $5.982 million; and

•

1.055 million shares of Gaiam class A common stock issued to consummate the acquisition, the closing stock price of Gaiam common stock at October 31, 2013 being $6.27 per share.

We performed a detailed internal review and search for potential intangibles using the list provided in ASC 805-20-55 as a guide. During the
three months ended March 31, 2014, we completed our valuation of the fair value of My Yoga Online’s assets acquired and liabilities assumed, along with the related allocation to goodwill and intangible assets. We also obtained a
third-party appraisal of the intangible assets to ensure that they were fully identified and valued. The aggregate consideration paid by us exceeded the aggregate estimated fair value of the assets acquired and liabilities assumed by $10.609
million, which we have recognized as goodwill. This goodwill is attributable to the domain expertise of the assembled workforce that has demonstrated an ability to generate new content, subscriber growth and revenues from future subscribers.

The following is our final allocation of the aggregate consideration as of October 31, 2013 (in thousands):

 Property and equipment

$
65

 Deferred revenue

(337
)

 Net liabilities assumed

(272
)

 Identifiable intangible assets:

 Content library

1,270

 Customer relationships

860

 Domain name

130

 Goodwill

10,609

 Aggregate consideration

$
12,597

 Our final allocations were not significantly different from the preliminary amounts disclosed in our Form 10-K
for the year ended December 31, 2013.

 In further response to the Staff’s comment, during 2013, we recognized $660 thousand of
goodwill for the acquisition of two other immaterial entities.

 Form 10-Q for the Quarter Ended June 30, 2014

Management’s Discussion and Analysis

 Results of
Operations, page 13

 5. We note that your disclosure on page 14 indicates that cost of goods sold decreased as a percentage of revenue
in the first six months of 2014 partially due to the conversion of your media category management business from a licensed model to a distribution model. Please describe for us, and revise your notes to the financial statements to disclose in
greater detail the nature of this change and explain to us how this change affects your revenue recognition policies.

 Company
Response: We call the Staff’s attention to the disclosure about this change in Item 2, Overview and Outlook, page 12. We wish to emphasize that the change discussed is a change in our operations, not a change in our revenue
recognition policy.

 To provide further clarification to our disclosure, our category management business consists of
contracts with certain vendors to sell their products along with ours in Target. It is a service we provide to Target to reduce the number of vendor relationships it must manage.

Before the change, our arrangements with these vendors required that we take ownership of the inventory. We earned a minimal gross margin on
each underlying transaction, and were required to use a significant amount of working capital to purchase the inventory. We accounted for these arrangements on a gross basis, since we concluded that we were acting as the principal in the
arrangement.

 We entered into a new contract with one of the largest vendors effective October 1, 2013, and another vendor effective
April 1, 2014. Under the new contract terms, we hold the inventory on consignment and do not take ownership. We earn a fixed fee similar to what we earned under the old contracts. We are accounting for the new contracts on a net basis, since we
have concluded that we are acting as the agent in the arrangement. The new contracts have resulted in significantly reduced working capital requirements and operating costs.

In response to the Staff’s comment, we will revise our disclosure in future filings to clarify the nature of the change.

Table of Contractual Obligations, page 17

6. We note that your disclosure of Contractual Obligations reflects Media Distribution Advances of $7 million. Please explain to us and revise
the notes to the financial statements to disclose the nature of these advances. Also, in light of the fact that the Form 10-K for the year ended December 31, 2013 does not disclose the nature or amount of these advances, please explain to us
when this obligation was first incurred.

 Company Response: On January 1, 2014, we entered into an exclusive media
distribution agreement which requires that we make minimum quarterly advance payments (against future distribution liabilities) ranging from $500,000 to 1,000,000 through October 2016. In response to the Staff’s comment, we will revise future
filings by describing this obligation as ‘minimum distribution payments’.

 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) 222-3782.

Regards,

/s/ Stephen J. Thomas

 Stephen J. Thomas

Chief Financial Officer

September 12, 2014

Via E -mail
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, 2013
Filed March 31, 2014
Form 10 -Q for the Quarter Ended June 30, 2014
Filed August 8, 2014
File No. 000 -27517

Dear Mr. Thomas :

We have reviewed your filing  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, 2013

Item 1. Business, page 3

Our Reporting Segments, page 7

1. We note your disclosure that your business segment is dependent upon a few major
customers.   We also note the disclosure on page 53 that sales to your larg est customer
accounted for approximately 32.1% of total net revenue during 2013.   Please confirm that
in future filings you will disclose the names of any customers who accounted for ten
percent or more of your revenues and whose loss would have a material  adverse effect on
the company, if appropriate.   In your response, please provide us with your proposed
revised disclosure.   Refer to Item 101(c)(1)(vii) of Regulation S -K.

Stephen J. Thomas
Gaiam, Inc.
September 12, 2014
Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operati ons, page
18

Results of Operations, page 21
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012, page 23

2. We note your disclosure that net revenue in the business segment increased 22.5% during
2013 compared to 2012 due to better sales performance at your top 25 retailers and
growth in your Gaiam Restore and SPRI product lines.  We also note that net revenue i n
your direct to consumer segment increased 21.5% during 2013 compared to 2012
primarily due to subscriber growth at Gaiaim TV, revenues from My Yoga Online, and
increased revenue at your travel subsidiary.  In this regard, please identify the underlying
economic business reason(s) for material increases or decreases.  For example, we
suggest enhancing your discussion of material changes related to product mix, sales
prices, productivity levels, etc., to include quantitative analysis such as the number of
units sold by product along with the selling price of the product, or other relevant
measures, and addressing the reasons for any significant changes between the periods.
We also suggest in addition to indicating the product line that accounts for material
change in sales, you should consider explaining the reasons for why the decrease/increase
occurred and your expectations for future sales.  Refer Item 303 of Regulation SK.

Liquidity and Capital Resources, page 27

3. We note your table on page 27 discloses  the cash flows for each of the years ended
December 31, 2011, 2012 and 2013.  However, it appears that your discussion below the
table only discusses 2012 and 2013.  Please expand your liquidity discussion, in future
filings, to cover the three -year perio d covered by the financial statements, using year -to-
year comparisons or any other format to enhance the reader’s understanding .  Refer  to
Instruction 1 to paragraph 303(a) of Regulation S -K

Notes to the Financial Statements

General

4. We note from your st atement of cash flows that you used cash of $6 million to purchase a
business in 2013 and we note from your disclosure on page 15 that you issued 1,055,000
shares of your class A common stock into escrow as partial payment for this 2013
acquisition.  We al so note from your disclosure in Note 1 that $11.3 million of goodwill
was recognized during 2013 related to acquisitions.  Please provide us details of this
acquisition including the purchase price allocation and an explanation of how you valued
and accoun ted for the shares issued as purchase consideration in this transaction.  Also, if
the majority of the purchase price was allocated to goodwill, please explain to us the
reasons why the allocation is appropriate and tell us how you evaluated the acquisitio n

Stephen J. Thomas
Gaiam, Inc.
September 12, 2014
Page 3

 for the existence of PP&E or other amortizable intangibles.  Please refer to the guidance
in ASC 805 -20-55.   Additionally, in light of your disclosure in Note 1 that the purchase
allocation was preliminary at the time of the filing of this Form 10 -K, pl ease tell us if you
have finalized your purchase price accounting and if so, tell us the nature and amount of
any adjustment.

Form 10 -Q for the Quarter Ended June 30, 2014

Management’s Discussion and Analysis

Results of Operations, page 13

5. We note that your disclosure  on page 14 indicates that cost of goods sold  decreased as a
percentage of revenue in the first six months of  2014 partially  due to the conversion of
your media category management business from a licensed model to a distribution model.
Please describe for us, and revise your notes to the financial statements to disclose in
greater detail the nature of this change and explain to us how this change affects your
revenue recognition policies.

Table of Contractual Obligations, page 17

6. We note that your disclosure of Contractual Obligations reflects M edia Distribution
Advances of $7  million.  Please explain to us and revise the notes to the financial
statements to disclose the nature of these advances.  Also, in light of the fact that th e
Form 10 -K for the year ended December 31, 2013 does not disclose the  nature or amount
of the se advances, please explain to us when this obligation was first incurred .

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 applicable 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 co mpany
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.

Stephen J. Thomas
Gaiam, Inc.
September 12, 2014
Page 4

 You may contact  Claire Erlanger  at (202) 551 -3301  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Adams  at (202) 551 -3191  or Justin Dobbie  at (202) 551 -3469  with any other
questions.   You may also contact me at (202) 551 -3813.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

September 6, 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 completed our review of your filings.  We remind you that our comments or
changes to disclosure in  response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 August 30, 2012

 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 Year Ended December 31, 2011

Filed March 15, 2012

Form 10-Q for the Quarter Ended June 30, 2012

File No. 000-27517

 Dear Ms. Cvrkel:

 This letter is being filed on behalf of Gaiam, Inc. (the “Company’, “we”, “our”, or “us”) in response to comments received by the Company from the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 17, 2012 with respect to the Company’s Annual Report on Form 10-K filed on March 15, 2012, and the Company’s
Quarterly Report on Form 10-Q filed on August 9, 2012 with the Commission. The numbered paragraph and headings below correspond to the numbering and headings set forth in the comment letter. To assist in your review, the Staff’s comments
are highlighted in bold below and are followed by the Company’s responses.

 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 estimated capital expenditures for fiscal 2012.

Company Response: In response to the Staff’s comment, we will revise future filings to disclose an estimate of our
expected capital expenditures for fiscal 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 nature of this cash transaction.

 Company
Response: In response to the Staff’s comment, we advise the Staff that the $11.8 million cash outflow represents the cash balance held by our former solar subsidiary, Real Goods Solar, Inc. (“Real Goods Solar”), which was
reported as part of our operations on our consolidated statements of operations, changes in equity, and cash flows for fiscal 2011, but deconsolidated from our consolidated balance sheet at December 31, 2011. We will revise future filings to
better describe this cash outflow as “Deconsolidation of Real Goods Solar”.

 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 common 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 retain 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 disclosure, 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.

 1

 Company Response: In response to the Staff’s comment, we advise the Staff
and will revise future filings to disclose that we converted our RSOL Class B common shares to RSOL Class A common shares in accordance with the terms of a Shareholders Agreement dated December 19, 2011 entered into with Riverside
Renewable Energy Investments, LLC, the majority owner of Earth Friendly Energy Group Holdings LLC d/b/a Alteris Renewables, Inc. (“Alteris”) in connection with Real Goods Solar’s acquisition of Alteris and that no consideration was
exchanged. A copy of the Shareholders Agreement is filed as Exhibit 10.4 to Real Goods Solar’s Form 8-K filed on December 21, 2012.

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 method 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.

 Company Response: In response to the Staff’s comment, we advise the
Staff and will revise future filings to disclose that the fair value of the 8.7 million shares issued in this transaction was based on the trading price of Real Goods Solar’s Class A common stock on June 21, 2011, the date that
Real Goods Solar obtained control of Alteris through an Agreement and Plan of Merger dated June 21, 2011. We further advise the Staff that this portion of our accounting and reporting of this business combination was done in accordance with ASC
805-10-25-2(b) and 805-10-25-7.

 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 estimate at the acquisition date of the contractual cash flows not expected to be collected. See guidance in ASC 805-20-50-1(b).

Company Response: In response to the Staff’s comment, we advise the Staff and will revise future filings to disclose
that at the acquisition date the gross contractual amount receivable was $44.0 million, the estimated fair value was $25.1 million, and the best estimate of the contractual cash flows not expected to be collected was $18.9 million due to estimated
sales returns.

6.
We note that in connection with the Vivendi Entertainment acquisition you allocated a portion of the purchase price to goodwill ($6,731) and other intangibles
($8,600). Please explain to us and revise to disclose that nature of the other intangibles acquired, how you determined or calculated the fair values attributable to these intangibles, and the useful lives assigned to each type of intangible asset.

 Company Response: In response to the Staff’s comment, we advise the Staff and will
revise future filings to disclose that the other intangibles are comprised entirely of customer relationships, the fair values of which were determined using traditional discounted future cash flows models, and that the useful lives assigned to
these intangibles are 5 years, with each year’s amortized expense based on its estimated proportionate amount of the estimated total discounted future cash flows for these intangibles.

 2

 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 30, 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 performance 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 for 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 financial statements as appropriate.

 Company Response: In response to the Staff’s comment, we advise the Staff that Real Goods Solar’s operating results and performance are not regularly reviewed by our chief
executive officer or any other Gaiam CODM in order to make decisions about resources to be allocated to this investment or assess its performance. Additionally, the on-going performance of Real Goods Solar is not a factor currently being considered
by us for purposes of evaluating whether to retain this investor-investee relationship. Therefore, we do not believe it is appropriate to present our equity method investment in Real Goods Solar as a separate reportable segment.

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 disclosure 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.

 Company
Response: In response to the Staff’s comment, we advise the Staff and will revise future filings to disclose in our significant accounting policies that we recognize distribution fees from our Gaiam Vivendi Entertainment business and
certain other media distribution arrangements on a net revenue basis. We do not take title to the related product sold as the inventory is owned by the studio or content producers and sold by us under distribution agreements.

 3

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

Company Response: In response to the Staff’s comment, we will revise future filings to provide a reconciliation of net
income as presented in our statement of operations under GAAP to the non-GAAP measurement Adjusted EBITDA.

 With respect to the preceding
responses, 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 proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 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) 222-3782.

Regards,

 /s/ Stephen J. Thomas

 Stephen J. Thomas

 Chief Financial Officer

 4

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

January 4, 2011
 Mr. Stephen J. Thomas Chief Accounting Officer 833 West South Boulder Road Louisville, Colorado 80027
Re: GAIAM, Inc.  Form 10-K for the year ended December 31, 2009  Filed March 16, 2010
File No. 000-27517
  Dear Mr. Thomas:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

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.

 2

 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.

 3

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

November 23, 2010
 Mr. Stephen J. Thomas Chief Accounting Officer 833 West South Boulder Road
Louisville, Colorado 80027

Re: GAIAM, Inc.  Form 10-K for the year ended December 31, 2009  Filed March 16, 2010
File No. 000-27517
 Dear Mr. Thomas:
 We have reviewed your and have the follo wing comments.  Unless otherwise indicated,
we think you should revise your document in future  filings in response to these comments.  If
you disagree, we will consider your explanation as  to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this inform ation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.

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

 Item 1A. Risk Factors, page 9

1. We note your disclosure in the first paragra ph of this section of “[t]hese risks and
uncertainties include, but are not limited to, t hose 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.

Mr. Stephen J. Thomas GAIAM, Inc.
November 23, 2010 Page 2

Our founder and chairman Jirka Rysavy controls us, page 11

2. In future filings, please quantify what percen tage of the voting stock that Mr. Rysavy
holds.
 Management’s Discussion and Analysis of Fi nancial 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) sepa rately 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.
 - Non-GAAP Financial Measures, page 23

4. We note that your disclosures of Non-GAAP fi nancial 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 th e 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.

Audited Financial Statements
 Statements of Operations, page 30

5. We note from your disclosures in Note 13 a nd elsewhere in the filing, that the Solar
segment, which includes solar energy integr ation businesses, cont ributes a significant
amount of revenue and contribution margin to  the consolidated entity in 2009.  As it
appears that this segment generates revenue fr om 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 fo r both products and services.  Please revise
future filings accordingly.  See Rule 5-03 of Regulation S-X.
 Notes to the Financial Statements

 - General

6. We note from your disclosure on page 11 th at Jirka Rysavy, your founder and Chairman,
holds 100% of your class B common shares and 868,682 Cla ss A common shares.  The
shares of Class B common stock are convertible into shares of Class A common stock at

Mr. Stephen J. Thomas GAIAM, Inc.
November 23, 2010 Page 3

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 suc h, it appears that he is able
to vote a majority of the stock of the Company and has the e ffective 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 relations hip with respect to your outstanding common
shares.  Refer to the requirements of ASC 850-10-50-6.
 Note 2. Significant Accounting Policies

 – Goodwill and Other Intangibles, page 35

7. We note your disclosure that in 2008 you r ecorded a $3.7 million reduction to goodwill in
the business segment due to a bus iness disposition.  Please explain to us the nature of the
business disposition and tell us how you acc ounted for the disposition including how you
determined the amount of goodwill that was allo cated 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.
 – Revenues, page 36

8. We note your disclosure that you had six a nd two solar energy in tegration contracts
accounted for under the percentage-of-comp letion method as of December 31, 2009 and
2008, respectively.  Please tell us, and revise fu ture 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, pleas e tell us if you have any significant
amounts of costs and recognized in come not yet billed, or bil lings in excess of costs and
recognized income.  See ASC 605-35-45-3.

9. We note from the disclosure included on pa ge 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 energy integration project.
Please explain in further detail why the si ze 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 pr eferable should be
based on a careful evaluation of the circum stances 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 me thod is considered preferable as an
accounting policy in circumstances in whic h reasonably dependable estimates can be
made, and the following conditions exist:

(a) Contracts executed by the partie s normally include provisions  that clearly specify the
enforceable rights regarding goods or servic es to be provided and received by the
parties, the consideration to be exchange d, and the manner and terms of settlement.

Mr. Stephen J. Thomas GAIAM, Inc.
November 23, 2010 Page 4

(b)The buyer can be expected to satisfy  all obligations und er 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.
 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 co ntingent 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.”

11. We note your disclosure that during the f ourth quarter of 2009 you closed one of your
insignificant, unprofitable dire ct to consumer businesse s, 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.
 Note 11. Equity, page 43

12. We note your disclosure that during 2 009 and 2008 you issued shares of Class A
common stock to your independent  directors for services re ndered and in 2009 you issued
Class A common stock shares for consulting serv ices.  Please tell us and explain in the
notes to your financial statements how you valu ed the shares issued and/or the related
consideration received in each of these transa ctions. If the transactions were recorded
based on the fair value of the shares issu ed, please explain how “fair value” was
determined.
 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 resu lt, recognized a gain, representing the
investment’s fair value imme diately before acquiring cont rol, 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 ow nership interest both before

Mr. Stephen J. Thomas GAIAM, Inc.
November 23, 2010 Page 5

and after the acquisition.  Als o, 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.

Definitive Proxy Statement on Schedule 14A
 Election of Directors, page 3

14. In future filings, please briefly discuss the specific experience, qualifications, attributes or skills of each director on a director-by-director basis.  Refer to Item 401(e)(1) of
Regulation S-K.

15. In future filings, please discuss whether your board of directors c onsiders diversity in
identifying nominees for dire ctor.  Also, if your board of  directors has a policy with
regard to the consideration of diversity in  identifying director nominees, describe how
such policy is implemented, as well as how your board of directors assesses the
effectiveness of such policy.  Refer to  Item 407(c)(2)(vi) of Regulation S-K.
 Compensation Discussion and Analysis, page 8

16. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.
 Elements of Our Compensation Program, page 9

 Annual Incentive Bonus, page 9

17. We note your disclosure that “[t]he total bonus  award is determined according to the level
of achievement of both the objective performan ce and individual performance goals.”  In
future filings, please include qualitative and quantitative disclosure regarding the determination of goals or targets and the goals  or targets actually reached.  Please note
that qualitative goals generally need to be pr esented to conform to the requirements of
Item 402(b)(2)(v) of Regulation S-K.  To the extent you believe that disclosure of the
goals or targets is not required because it w ould result in competitiv e harm such that the
goals or targets could be excl uded under Instruction 4 to It em 402(b) of Regulation S-K,
please provide (on a supplemental basis) a detailed explanation for such conclusion.
Please also note that to the extent that you have an appropriate basis for omitting the
specific goals or targets, you must discu ss how difficult it would be for the named
executive officers or how likely it will be for you to achieve the undisclosed goals or target levels or other factors.
 Summary Compensation Table, page 10

Mr. Stephen J. Thomas GAIAM, Inc. November 23, 2010 Page 6

18. In future filings, please clarify that th e amounts listed in the “Stock Awards” and
“Options Awards” columns of the “Summary Compensation” table have been calculated
based upon the aggregate grant date fair valu e computed in accordance with FASB ASC
Topic 718.  Refer to Items 402(c)(2)(v) and (c )(2)(vi) of Regulation S-K.  Similarly
revise your disclosure under the “Director Compensation Tabl e,” at page 5.  Refer to
Items 402(k)(2)(iii) and (k)(2 )(iv) of Regulation S-K.

19. We note that Stephen J. Thomas was appointed as your Chief A ccounting Officer in
November of 2009.  We also note that Mr. T homas signed your Form 10-K for the fiscal
year ended December 31, 2009 as your princi pal financial and accounting officer.  In
future filings, please include compensation information for all named executive officers.  Refer to Item 402(a)(3) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Claire Erla nger at (202) 551-3301 if you have questions regarding
comments on the financial statements and related matters.  Please contact Donald Field at (202)
551-3680 or me at (202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief

Mail Stop 3561

March 12, 2009
 Via U.S. Mail and Facsimile

 Mr. Jirka 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 completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
 Sincerely,
         J o e  F o t i         Senior Assistant Chief Accountant

 Via facsimile: Vilia Valentine, Chief Financial Officer   (303) 222-3609

Jirka Rysavy
Gaiam, Inc. Page 2

CORRESP
1
filename1.htm

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

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

CORRESP
1
filename1.htm

January 16, 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 December 19, 2008
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 December 19, 2008 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, 2007

Financial Statements

Consolidated Balance Sheets, page 30

1.              In future filings,
please revise to separately disclose goodwill on your consolidated balance
sheet as of each period presented.  Refer
to the guidance outlined in paragraph 43 of SFAS No. 142.

Company Response:  In response to the Staff’s comment, we
will in future filings separately disclose goodwill on our consolidated balance
sheet as of each period presented.

Mergers and Acquisitions, page 41

2.              Reference is made to
your fourth paragraph on page 42.
Please explain to us how you accounted for the Share Exchange Agreement
transaction between Cinema Circle, and Spiritual Cinema in your financial
statements.  Please consider providing
journal entries to facilitate your accounting explanation.  As part of your response, please explain how
the equity interest and net assets received by Spiritual Cinema were
valued.  Additionally, tell us if any
gains or losses were recognized in this transaction and provide us with the
related computations, as applicable and the basis for your accounting
treatment.  Finally, please explain to us
how the $6.9 million cost associated with your 85% ownership in Spiritual
Cinema was determined.  We may have
further comments upon receipt of your response.

Company Response:  In response to the Staff’s comment, we
advise the Staff that we accounted for the Share Exchange Agreement as a
business combination. The Share Exchange was recorded as a debit to Investment
in Spiritual Cinema for $6.9 million and a credit to Investment in Cinema
Circle for $6.9 million, with no gain or loss recognition.  Since a quoted market price for Cinema
Circle’s stock was not available, our ownership interest in the equity and net
assets received by Spiritual Cinema was valued based on all aspects of the
transaction, including the negotiations’ intent to make the exchange equal in
value to our recent investment in Cinema Circle.  We restructured our investment in Cinema
Circle by forming a new entity comprised only of the attributes that we
originally wanted to acquire through our investment in Cinema Circle.  For these reasons, we believe that our $6.9
million cash investment in Cinema Circle approximated the estimated fair value
of our 85% ownership interest in Spiritual Cinema.

3.              We note from your
disclosure on page 43 that in connection with your acquisitions during
2007 the majority or approximately eighty percent of the acquisition cost was
recognized as goodwill.  We also note
that this continued to hold true for your business acquisitions during 2008
through the interim period ended September 30, 2008.  Considering the significance of the
respective goodwill recognized in proportion to the total costs of the
aforementioned acquisitions, please explain and disclose in the notes to your
financial statements in future filings the primary reasons for the acquisitions
during 2007 and 2008 and the factors that contributed to purchase prices that
resulted in recognition of goodwill.
Additionally, tell us how you considered paragraph 37, 39 and A14 of
SFAS No. 141, before assigning the majority of the total acquisition cost
to goodwill.

Company Response:  In response to the Staff’s comment, we advise
the Staff and shall disclose in the notes to our financial statements in future
filings that during 2007 and 2008, we acquired businesses in all of our
reporting segments.  The acquisitions in
our direct to consumer segment strengthened our online community and expanded
our offline distribution through print media.
Our business segment acquisitions broadened our professional fitness
product line and increased our distribution channels in the professional
markets.  Our solar segment acquisitions
allowed us to expand our geographic presence in Northern California and
establish a sales office in the sizable Southern California solar installation
market.  The factors that contributed to
purchase prices that resulted in recognition of goodwill were the target
companies’ new and varied

2

product and service offerings, anticipated and historical revenue and
increased market share potential through broadened geographical reach and new
market channels.  Additionally, we advise
the Staff that we considered paragraphs 37, 39 and A14 of SFAS No. 141
before assigning the majority of the total acquisition cost to goodwill.  Specifically, we allocated the cost of each
business acquisition to the assets acquired and liabilities assumed, including
separately identifiable intangible assets, based on their estimated fair values
at the date of the acquisition.  The
estimated fair values were derived from various sources and techniques, such as
market information, present value of future economic benefits, and cost to
reconstruct or replace the asset with another of like utility.  For certain business combinations, we used a
valuations professional to assist us and we have elected not to disclose the
use of an expert in our filings.

Note 10, Shareholders’ Equity

4.               We note from the disclosures provided in Note 10 and elsewhere in the
Company’s financial statements that the Company issued shares of its Class A
common stock in connection with various acquisition transactions during the
periods presented in the Company’s financial statements.  In future filings, please revise to disclose
how you valued the shares issued in connection with your various acquisition
transactions.  Refer to the disclosure
requirements outlined in paragraph 51d of SFAS No. 141.  Similar disclosures should also be included
in the notes to the interim financial statements included in your Quarterly
Reports on Form 10-Q.

Company Response:  In response to the Staff’s comment, we will
in future filings disclose that we typically use the closing market price of
our stock on the date of the transaction to value the shares issued in
connection with our various acquisition transactions.

5.               We note the disclosure indicating that in February 2007, the
Company entered into a stock repurchase agreement with Revolution Living and
Alps, under which the Company repurchased 2.5 million of its Class A
common stock from Revolution Living for $13.14 per share or approximately $32.8
million in cash.  We also note that in
connection with this agreement, Jirka Rysavy, the Company’s chairman and
principal or controlling shareholder, primarily through his ownership of the
Company’s Class B shares, purchased for $7.2 million Revolution Living’s
option to acquire approximately 2.3 million of his Gaiam shares at $10 per
share.  We also note that the repurchase
price was calculated as the spread between the negotiated share price for the
Company’s purchase of shares from Revolution Living of $13.14 per share and the
$10 option exercise price.

In this regard, please tell us when the
option to acquire 2.3 million of Jirka Rysavy’s shares was originally granted
to Revolution Living and the accounting treatment used by the Company in
connection with the original grant of this option.  Your response should also explain the basis
or rationale for the treatment used for the option in the Company’s financial
statements.  Refer to guidance outlined
in SAB Topic 5:T.

3

Furthermore, please explain why Mr. Rysavy
agreed to repurchase this option from Revolution Living in connection with the
stock purchase agreement between the Company and Revolution Living, and explain
what if any accounting treatment was used in the Company’s financial statements
for the repurchase of the option, as well as the Company’s basis or rationale
for the treatment used.  We may have
further comment upon receipt of your response.

Company Response:  In response to the Staff’s comment, we advise
the Staff that Mr. Rysavy granted the option to acquire 2.3 million of his
shares to Revolution Living on August 4, 2005.  The option was granted in connection with a
strategic relationship between the Company, Mr. Rysavy, Revolutionary
Living’s LIME Media subsidiary, and Mr. Case, owner and chairman of
Revolution Living, whereby Revolutionary Living acquired 2,500,000 shares of
the Company’s Class A common shares at a price of $8.00 per share (approximately
equal to the average of the closing sales prices for Gaiam’s shares for the 30
trading days prior to the transaction).
The Company also agreed to certain other arrangements with Revolution
Living’s LIME Media subsidiary, including electing representatives to each
company’s respective board of directors, and agreed to make a $7.5 million
investment in LIME Media.  As indicated
above, the $10 option exercise price agreed to by Mr. Rysavy and
Revolution Living was approximately 125% of the current trading price for the
Company’s shares.  The transaction
documents relating to this matter were filed as exhibits to the Company’s
current report on Form 8-K filed on August 9, 2005.

As a result of this transaction in 2005, the Company recorded the sale
of the Company’s Class A common shares as stockholders’ equity.  Aside from the consideration received from
the sale of the Company’s shares, the Company did not receive any other
consideration in connection with the transactions with Revolution Living.  The Company did not receive a benefit from Mr. Rysavy’s
granting of the option because the shares underlying the option would have
remained outstanding regardless of whether or not the option was exercised.

Additionally, we advise the Staff that Mr. Rysavy agreed to
repurchase his option from Revolution Living in connection with the stock
purchase agreement between the Company and Revolution Living in February 2007.  At the time, Revolution Living and the
Company were terminating their strategic relationship, and both Mr. Rysavy
and Revolution Living desired to terminate the option in order to complete such
termination.  Revolution Living no longer
desired to have an investment in the Company and the Company and Mr. Rysavy
also determined that it would be advisable to repurchase Revolution Living’s
investment in the Company.  The Company
received no benefit from the termination of the option, as the underlying
shares remained outstanding and unchanged (and would also have remained
outstanding and unchanged had the option been exercised or otherwise
terminated).

4

Form 10-Q for the quarterly period ended March 31, 2008

Note 9.  Mergers and
Acquisitions, page 9

6.              We note from your
disclosure that as additional contingent consideration for the Carlson Solar
acquisition, you granted warrants to purchase 30,000 shares of Real Goods
Solar’s Class A common stock at an exercise price of $3.20 per share.  In this regard, please provide us with and
disclose the value assigned to the warrants.
Additionally, please provide us with and disclose your method and
assumption(s) used in determining the value of the warrants.  Also, provide us with and disclose your
accounting as it relates to this contingent consideration transaction,
supported with the applicable accounting literature.  If the values assigned to the warrants have
been included in the purchase price, tell us your rationale for the treatment
used.

Company Response:  In response to the Staff’s comment, we advise
the Staff that there was no cash-based contingent consideration paid or payable
in the Carlson Solar acquisition and that the value assigned to the warrants
issued in the acquisition was $2.77 per share, or a total cost of $83,100,
using the Black-Scholes option pricing model, assuming an exercise price of
$3.20, estimated fair market price of $5.00, annual volatility of 65% based on
a value calculated using the historical volatility of comparable public
companies in Real Goods Solar’s industry, and an expected life of 2.5 years
based on the specific vesting terms, anticipated changes to market value, and
expected exercise behavior.  The warrants
were to vest 50% upon the earlier to occur of the completion of Real Goods
Solar, Inc.’s initial public offering (“IPO”) or a transaction resulting
in Gaiam’s ownership of less than 50% of Real Goods Solar, Inc.’s
outstanding shares, with the remaining 50% of the warrants vesting 2% per month
thereafter.  We recognized this
contingent consideration when Real Goods Solar, Inc. consummated its IPO
on May 13, 2008 as the contingent consideration was then determinable
beyond a reasonable doubt.  In accordance
with EITF No. 95-8, the value assigned to the warrants was included as
part of the purchase price of Carlson Solar because there was no linkage with
continuing employment of the selling shareholders (no employment period
required) and the level of compensation for the selling shareholders was at a
reasonable level in comparison to that of other key employees.

We did not previously disclose in our public filings the assigned
value, valuation method and assumptions, and our accounting as it relates to
these contingent warrants because the value of the warrants was considered
immaterial for Gaiam’s consolidated financial statements.  We note that most of this information was
disclosed in various Real Goods Solar, Inc. public filings (Prospectus,
Note 11.  Subsequent Events, page F-17;
Form 10-Q for the quarterly period ended March 31, 2008, Note 7.  Mergers and Acquisitions, page 7; and Form 10-Q
for the quarterly period ended June 30, 2008, Note 6.  Mergers and Acquisitions, page 7).

Form 10-Q for the quarterly period ended September 30, 2008

Condensed Consolidated Statements of Cash Flows, page 6

7.              Please tell us why
you have presented the $31.4 million gain on issuance of subsidiary stock on a
net tax basis in your statement of cash flows rather than on a gross
basis.

5

Also, explain why this
presentation is inconsistent with that in your Form 10-Q for the quarterly
period ended June 30, 2008.

Company Response:
In response to the Staff’s comment, we advise the Staff that we
presented the $31.4 million gain on issuance of subsidiary stock on a net tax
basis because the gain generated such a significant deferred tax liability that
we believed that it was more meaningful and transparent to the reader to
present the gain with the transaction that generated the deferred tax liability
rather than combine it with other deferred tax assets and liabilities generated
through operations.  We believe the net
tax basis presentation in our Form 10-Q for the quarterly period ended September 30,
2008 was an improvement over the gross presentation in our Form 10-Q for
the quarterly period ended June 30, 2008.

Note
4. Impairment of Assets, page 8

8.              We note
from your disclosure that you impaired a portion of media li

Mail Stop 3561

December 19, 2008
 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 filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed 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

Consolidated Balance Sheets, page 30
1. In future filings, please revise to  separately disclose goodwill on your
consolidated balance sheet as of each period presented. Refer to the guidance
outlined in paragraph 43 of SFAS No.142.

Mergers and Acquisitions, page 41
2. Reference is made to your fourth paragra ph on page 42.  Please explain to us how
you accounted for the Share Exchange Agreement transaction between Cinema
Circle, and Spiritual Cinema in your fi nancial statements.  Please consider
providing journal entries to facilitate your accounting explanation.  As part of
your response, please explain how the equity interest a nd net assets received by
Spiritual Cinema were value d.  Additionally, tell us if any gains or losses were
recognized in this transaction and provide  us with the related computations, as
applicable and the basis for your accounting treatment.  Finally, please explain to
us how the $6.9 million cost associated with your 85% ownership in Spiritual
Cinema was determined.  We may have  further comments upon receipt of your
response.
3. We note from your disclosure on page  43 that in connection with your
acquisitions during 2007 the majority or approximately eighty percent of the
acquisition cost was recognized as goodwill.  We also note that this continued to
hold true for your business acquisitions during 2008 through the interim period ended September 30, 2008.  Considering the significance of  the respective
goodwill recognized in proportion to the total costs of the aforementioned
acquisitions, please explain and disclose in the notes to your financial statements in future filings the primary reasons for the acquisitions during 2007 and 2008 and the factors that contributed to purchase  prices that resulte d in recognition of
goodwill.  Additionally, tell us how you c onsidered paragraph 37, 39 and A14 of
SFAS No. 141, before assigning the majority  of the total acquisition cost to
goodwill.

Note 10. Shareholders’ Equity

4. We note from the disclosures provided  in Note 10 and elsewhere in the
Company’s financial statements that the Company issued shares of its Class A
common stock in connection with various  acquisition transactions during the
periods presented in the Co mpany’s financial statements . In future filings, please
revise to disclose how you valued the shares issued in c onnection with your
various acquisition transactions. Refer to the disclosure requirements outlined in

Jirka Rysavy
Gaiam, Inc.
Page 3

paragraph 51d of SFAS No.141. Si milar disclosures should also be included in the
notes to the interim financial statemen ts included in your Quarterly Reports on
Form 10-Q.
5. We note the disclosure indicating that  in February 2007, the Company entered
into a stock repurchase agreement with  Revolution Living and Alps, under which
the Company repurchased 2.5 million of  its Class A common stock from
Revolution Living for $13.14 per share or approximately $32.8 million in cash.
We also note that in connection with  this agreement, Jirka Rysavy, the
Company’s chairman and principal or c ontrolling shareholder, primarily through
his ownership of the Company’s Cla ss B shares, purchased for $7.2 million
Revolution Living’s option to acquire a pproximately 2.3 million of his Gaiam
shares at $10 per share. We also note th at the repurchase price was calculated as
the spread between the negotiated shar e price for the Company’s purchase of
shares from Revolution Living of $13.14 pe r share and the $10 option exercise
price.

In this regard, please tell us when th e option of acquire 2.3 million of Jirka
Rysavy’s shares was originally granted to Revolution Living and the accounting
treatment used by the Company in connec tion with the original grant of this
option. Your response should al so explain the basis or ra tionale for the treatment
used for the option in the Company’s fina ncial statements. Refer to the guidance
outlined in SAB Topic 5:T.

Furthermore, please explain why Mr. Ry savy agreed to repurchase this option
from Revolution Living in connection with  the stock purchase agreement between
the Company and Revolution Living, and explain what if any accounting
treatment was used in the Company’s financial statements for the repurchase of
the option, as well as the Company’s basis or rationale for the treatment used. We
may have further comment upon receipt of your response.

Jirka Rysavy
Gaiam, Inc.
Page 4

Form 10-Q for the quarterly period ended March 31, 2008

Note 9 . Mergers and Acquisitions, page 9
6. We note from your disclosure that as a dditional contingent consideration for the
Carlson Solar acquisition, you granted warra nts to purchase 30,000 shares of Real
Goods Solar’s Class A common stock at an exercise price of $3.20 per share.  In
this regard, please provide us with and disclose the value assigned to the warrants.  Additionally, please provide us with and disclose your  method and assumption(s)
used in determining the value of the warrant s.  Also, provide us with and disclose
your accounting as it relates to this c ontingent consideration transaction,
supported with the applicable accounting l iterature.  If the value assigned to the
warrants have been included as part of th e purchase price, tell us your rationale
for the treatment used.
 Form 10-Q for the quarterly period ended September 30, 2008

 Condensed Consolidated Statements of Cash Flows, page 6

7. Please tell us why you have presente d the $31.4 million gain on issuance of
subsidiary stock on a  net tax basis in your  statement of cash flows rather than on
a gross basis.  Also, explain why this presen tation is inconsistent with that in your
Form 10-Q for the quarterly period ended June 30, 2008.

Note 4. Impairment of Assets, page 8
8. We note from your disclosure that you impaired a portion of media libraries,
LIME goodwill and other intangibles, tangi ble assets related to web site
development, and related assets duri ng the nine months ended September 30,
2008.  In this regard, please tell us and revise future filings to disclose the amount
of impairment assigned to each category of impaired assets.  We also note that you estimated the fair value of these a ssets groups using “various valuation
techniques,” but do not disclose the specific nature or types of valuation techniques used for each category of assets .  Rather you disclose the sources used
to come up with your assumptions that feed  the valuation models.  In this regard,
please tell us and revise future filings to  disclose the method(s) of determining the
fair-value of each category of impaired assets ( whether based on quoted market prices, prices of comparable business,  present value or other specific valuation
techniques, or a combination thereof).  If you use a combination of valuation
techniques for a specific a sset, asset group or reporting unit, disclose the weight
assigned to each valuation technique a nd your basis for your conclusion.  See
paragraphs 46 and 47 of SFAS No. 142 and paragraph 26 of SFAS No. 144 for
guidance.

Jirka Rysavy
Gaiam, Inc.
Page 5

9. Please tell us and revise the notes to your financial statements in future filings to
explain the nature and amounts of  the co sts other than asset impairment charges
of $11.9 million that have been included in “other general income and expense” in
your consolidated statement of operations  for the three months ended September
30, 2008.

Note 5. Shareholder’s equity, page 8
10. For each transaction where your subsidiary, Real Goods, issued stock, please tell
us and revise future filings to disclo se the following as of the date of each
transaction:

• the price per share of the Real Goods stock issued in each transaction, the
nature of the consideration received in exchange for the shares and how
the consideration received was objectively determined;
• If non-cash consideration was received in the exchange, please explain
how the consideration re ceived was valued; and
• the percentage ownership of the pa rent both before and after each
transaction

See Question 6 of SAB Topic 5:H for guidance
11. We note from your disclosure that the remaining net gain resulting from other
Real Goods non-stock related e quity transactions were r ecorded as an increase to
additional paid-in capital.  In this regard, pl ease tell us and revise future filings to
disclose the nature and terms of these transactions and explain to us your basis or rationale for this accounting treatment.
 Goodwill and Intangibles

12. In light of the fact that there has been significant changes in the “Media library”
and “Goodwill and other intangible” balance between December 31, 2007 and
September 30, 2008,  please provide us with and revise future filings to include
the disclosures outlined in pa ragraph 45 of SFAS No. 142.

Note 10. Mergers and Acquisitions, page 10
13. Please provide in future filings the di sclosures required by paragraph 58(b) of
SFAS No. 141 or alternativ ely, explain why you do not believe they are required.

Jirka Rysavy
Gaiam, Inc.
Page 6

Note 12. Subsequent Events, page 11
14. We note from your disclosure that eff ective October 1, 2008 your subsidiary Real
Goods issued Class A common stock in c onnection with the acquisition of Regrid
Power.  In this regard, please revise fu ture filings to include in your MD&A the
impact that the aforementioned transacti on is expected to have on your statement
of operations and the likeli hood of similar transactions occurring in the future.
See Question 6 of SAB T opic 5:H for guidance.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Jirka Rysavy
Gaiam, Inc. Page 7

 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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

March 27, 2006

Via U.S. Mail

Mr. Jirka Rysavy
Chief Executive Officer
Gaiam, Inc.
360 Interlocken Boulevard
Broomfield, Colorado 80021

	RE:	Gaiam, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 3, 2005
		Form 10-Q for the quarter ended September 30, 2005
		File No. 0-27517

Dear Mr. Rysavy:

We have completed our review of your Form 10-K and related filings
and do not, at this time, have any further comments.

Sincerely,

Linda Cvrkel
Branch Chief

??

??

??

??

Mr. Jirka Rysavy
Gaiam, Inc.
September 29, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

February 27, 2006

Via U.S. Mail

Mr. Jirka Rysavy
Chief Executive Officer
Gaiam, Inc.
360 Interlocken Boulevard
Broomfield, Colorado 80021

	RE:	Gaiam, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 3, 2005
		Form 10-Q for the quarter ended September 30, 2005
		Filed November 9, 2005
		File No. 0-27517

Dear Mr. Rysavy:

We have reviewed your filings and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comments are inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filings.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Quarterly Report on Form 10-Q for the quarter ended September 30,
2005

1. We note from your response to our prior comment 1 that you are
revising your accounting treatment of the Good Times acquisition
to
properly reflect an asset purchase rather than a business
combination.  We further note that you will amend your 8-K/A filed
November 29, 2005 and that your December 31, 2005 10-K will
reflect
the appropriate accounting treatment for the transaction.  As you
have determined that your accounting for the transaction with Good
Times was in error, please also amend your September 30, 2005 10-Q
to
properly reflect the acquisition of assets rather than a business
combination in your SEC filings.

*    *    *    *

As appropriate, please amend your September 30, 2005 10-Q and Form
8-
K/A and respond to these comments within 10 business days or tell
us
when you will provide us with a response.  Please furnish a cover
letter that keys your responses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

You may contact Heather Tress at (202) 551-3624 or me at (202)
551-
3813 if you have questions.

Sincerely,

Linda Cvrkel
Branch Chief

??

??

??

??

Mr. Jirka Rysavy
Gaiam, Inc.
February 27, 2006
Page 1

</TEXT>
</DOCUMENT>

CORRESP
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February 8, 2006

     Ms. Heather Tress and Ms. Linda Cvrkel

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.
Washington, D.C. 20549

     RE:

     Gaiam, Inc.

Form 10-Q for the Quarter Ended September 30, 2005

File No. 0-27517

Dear Ms. Tress and Ms. Cvrkel:

        This
letter responds to your letter dated December 21, 2005 relating to your comments in
connection with the above-referenced submission. Gaiam’s responses to these comments
follow the numbered comments contained in the December 21, 2005 letter, which we have
reproduced below.

Quarterly Report on Form
10-Q for the quarter ended September 30, 2005
Notes to Interim
Condensed Consolidated Financial Statements, page 7Note
2. Mergers and Acquisitions,
page 9

          1.

          It is unclear to us as to the nature of the acquisition of Good Times in
          September 2005. Please tell us and disclose in  future filings to what
          extent you acquired control of and percentage of equity interests in Good Times
          through the acquisition.  If you did not acquire control, please tell us
          how the transaction properly reflects a business combination under SFAS 141
          rather  than a purchase of assets. If a business was not acquired, please
          explain why you believe it was appropriate to recognize  goodwill. Refer
          to the related guidance in EITF 98-3. Include in your response any liabilities
          assumed as part of the  acquisition.

On
July 8, 2005, Gaiam entered into an Asset Purchase Agreement with GT Brands LLC, GT
Merchandising & Licensing LLC, Gym Time, LLC, BSBP Productions LLC and GoodTimes
Entertainment LLC (collectively “GoodTimes”) pursuant to which Gaiam agreed to
purchase certain assets of GoodTimes relating to GoodTimes’ independent home video
entertainment business and to assume certain specified liabilities associated with media
and software licenses and contracts to be assigned by GoodTimes to subsidiaries of Gaiam.
GoodTimes agreed to file voluntary petitions commencing chapter 11 bankruptcy cases and to
file a motion with the Bankruptcy Court for a 363/365 Order authorizing and approving (1)
the sales of the assets under section 363 of the Bankruptcy Code and (2) the assumption
and assignment of specified contracts under section 365 of the Bankruptcy Code. The Asset
Purchase Agreement was amended on September 8, 2005, and, upon approval of the bankruptcy
court, the closing of the asset purchase took place on September 13, 2005.

Gaiam
did not acquire an equity interest in any of the GoodTimes entities, and those entities
continue under the auspices of the bankruptcy court. Gaiam acquired inventory and prepaid
royalties and media associated with content and talent licenses/contracts assigned to
Gaiam along with the rights to future usage of the subject content, and Gaiam assumed
liabilities for royalties due under these assigned agreements. Additionally, Gaiam
purchased the right to receive payments from certain accounts receivable held by
GoodTimes, a nominal amount of tangible personal property and other assets. The remainder
of the inventory, receivables, personal property and other assets, including all of the
cash and cash equivalents held by GoodTimes, remained the property of GoodTimes. Gaiam did
not assume any of the real property or personal property leases of GoodTimes, nor did
Gaiam assume any of the employment contracts, the collective bargaining arrangement, or
benefit contracts of GoodTimes.

In
response to your comment, we have revisited the requirements of SFAS 141 and the related
guidance in EITF 98-3, and we have concluded that it is appropriate to treat the
transaction as an asset acquisition, rather than a business combination. As you are aware,
EITF 98-3 defines a business as a “self-sustaining integrated set of activities and
assets conducted and managed for the purpose of providing a return to investors. A
business consists of (a) inputs, (b) processes applied to those inputs, and (c) resulting
outputs that are used to generate revenues. For a transferred set of activities and assets
to be a business, it must contain all of the inputs and processes necessary for it to
continue to conduct normal operations after the transferred set is separated from the
transferor, which includes the ability to sustain a revenue stream by providing its
outputs to customers.” Our asset acquisition did not meet these criteria, as we would
not be able to sustain a revenue stream with only the assets acquired. As such, we are
revising our accounting treatment of this acquisition to eliminate goodwill and fully
allocate the purchase price to the assets acquired. We have undertaken an extensive
analysis of the assets acquired in order to determine the appropriate valuations, and we
expect to complete the revised purchase price allocation later this month. In Gaiam’s
next periodic report on Form 10-K, to be filed in March 2006, and in all future filings,
we will amend our financial statement presentation and related disclosures to reflect this
as an acquisition of assets.

          2.

          If the acquisition of GoodTimes represents a business combination, please
          revise to include the pro forma disclosures  required by paragraphs 54,
          55 and 58 of SFAS No. 141, as applicable.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, this comment is no longer applicable.

          3.

          Also, please revise to disclose the factors that contributed to a purchase
          price resulting in recognition of goodwill.  Refer to the requirements of
          paragraph 51b of SFAS NO. 141.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, this comment is no longer applicable, as no
goodwill will be recorded.

Periodic Report on Form
8-K/A filed November 29, 2005
Exhibit 99.1 GT Brands LLC Financial Statements

          4.

          If it is determined that the acquisition of Good Times was a business
          combination, please amend your 8-K/A to include the  audit report for all
          periods presented in the financial statements of GT Brands LLC. Refer to
          Regulation S-X, Articles 3-05.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, this comment is no longer applicable.

          5.

          If it is determined that the acquisition of Good Times was a business
          combination, please amend your 8-K/A to also include  financials through
          the most recent interim period, as applicable of GT Brands LLC. Refer to
          Regulation S-X, Article 3-05(b) (2).

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, this comment is no longer applicable.

          6.

          Please tell us and clarify in an amended Form 8-K why you have included
          financial statements for both GT Brands LLC and  Subsidiaries and GT
          Brands Holdings LLC and Subsidiaries for 2003 in you Form 8-K filing. Your
          revised Form 8-K should clearly  explain the nature of the assets or
          interest acquired in your recent acquisition transaction and should explain why
          financial  statements for both entities have been provided. We may have
          further comment upon receipt of your response.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, we will file an amended Form 8-K deleting
Exhibit 99.1, as this information is no longer required or applicable.

Financial Statements of
GT Brands LLC and Subsidiaries

          7.

          Revise the statements of operations of GT Brands LLC and Subsidiaries to
          eliminate the subtitle “Loss from Operations before  Impairment of
          Goodwill and Intangible Assets: as the presentation of this subtotal is not
          appropriate. Refer to the guidance  outlined in SAB Topic 5:P, Question
          2. The pro forma statements of operations included in your Form 8-K/A should be
          similarly  revised.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, we will file an amended Form 8-K deleting
Exhibit 99.1, as this information is no longer required or applicable.

Exhibit 99.2 Pro Forma
Financial Statements
Pro Forma Statements of Operations

          8.

          Revise to eliminate the pro forma adjustments (4) and (5) eliminating
          impairment of goodwill and intangible assets and the  gain on sale of
          REPS LLC. As these events or transactions occurred prior to the acquisition of
          GoodTimes Entertainment and were  reflected in its historical financial
          statements prior to the acquisition, they are not directly attributable to the
          acquisition  transaction and should not be eliminated through pro forma
          adjustments. Refer to the guidance outlined in Rule 11-02(b) (6) of
          Regulation S-X. Please note however that the notes to the pro forma
          statements of operations should however disclose that the  pro forma
          results of operations include these transactions. See Rule 11-02(c) (4) of
          Regulation S-X.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, we will file an amended Form 8-K deleting
Exhibit 99.2, as this information is no longer required or applicable.

Notes to Unaudited Pro
Forma Condensed Combined Statements of Operations

          9.

          Your disclosure in the notes to the pro forma statements indicate that you
          have not adjusted to reflect the exclusion of  revenue and expenses
          related to those titles which Gaiam did not acquire from GT. Please revise to
          exclude the revenue and  operating results associated with these
          contracts and titles not acquired or explain why you believe your current
          presentation is  appropriate.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, we will file an amended Form 8-K deleting
Exhibit 99.2, as this information is no longer required or applicable.

          10.

          Refer to Note 3 – Please revise to disclose the useful lives used to
          determine the amortization expense associated with each  category of
          intangible assets acquired in connection with the acquisition of GoodTimes
          Entertainment.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, we will file an amended Form 8-K deleting
Exhibit 99.2, as this information is no longer required or applicable.

          11.

          Refer to Note 6 – Please expand your footnote disclosure to clarify why
          this adjustment is factually supportable and  directly attributable to
          the acquisition transaction. If this is because the GoodTimes debt was not
          assumed by the Company,  please state this is your revised disclosure.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, we will file an amended Form 8-K deleting
Exhibit 99.2, as this information is no longer required or applicable.

          12.

          Refer to Note 7 – Please expand Note 7 to explain the Company’s
          basis for the conclusion that a tax benefit on losses  incurred by
          GoodTimes during 2004 and the nine months ended September 30, 2005 should be
          recognized since management believes it  will be able to use the net
          operating loss carryforwards from these periods to offset future taxable income.

As
we are revising our treatment of the GoodTimes acquisition to reflect it as an acquisition
of assets rather than a business combination, we will file an amended Form 8-K deleting
Exhibit 99.2, as this information is no longer required or applicable.

We
appreciate your comments and your assistance in helping us to comply with the applicable
disclosure requirements and to enhance our overall filing disclosures. We acknowledge that
Gaiam and its management are responsible for the adequacy and accuracy of the disclosure
in our filings, that staff comments or changes to disclosures in response to staff
comments do not foreclose the Commission from taking any action with respect to the
filing; and that Gaiam 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. Should you have any further questions, suggestions or need additional information,
please feel free to contact me at (303) 222-3758. Thank you again for your assistance.

     Regards,

/s/ Janet Mathews

Janet Mathews

Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
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<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

December 21, 2005

Via U.S. Mail

Mr. Jirka Rysavy
Chief Executive Officer
Gaiam, Inc.
360 Interlocken Boulevard
Broomfield, Colorado 80021

	RE:	Gaiam, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 3, 2005
		Form 10-Q for the quarter ended September 30, 2005
		File No. 0-27517

Dear Mr. Rysavy:

We have reviewed your filings and have the following comments.  We
have limited our review to only your financial statements and
related
disclosures and do not intend to expand our review to other
portions
of your documents.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filings.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Quarterly Report on Form 10-Q for the quarter ended September 30,
2005
Notes to Interim Condensed Consolidated Financial Statements, page
7
Note 2.  Mergers and Acquisitions, page 9

1. It is unclear to us as to the nature of the acquisition of Good
Times in September 2005.  Please tell us and disclose in future
filings to what extent you acquired control of and percentage of
equity interests in Good Times through the acquisition.  If you
did
not acquire control, please tell us how the transaction properly
reflects a business combination under SFAS 141 rather than a
purchase
of assets.  If a business was not acquired, please explain why you
believe it was appropriate to recognize goodwill.  Refer to the
related guidance in EITF 98-3.  Include in your response any
liabilities assumed as part of the acquisition.

2. If the acquisition of GoodTimes represents a business
combination,
please revise to include the pro forma disclosures required by
paragraphs 54, 55 and 58 of SFAS No.141, as applicable.

3. Also, please revise to disclose the factors that contributed to
a
purchase price resulting in recognition of goodwill.  Refer to the
requirements of paragraph 51b of SFAS No.141.

Periodic Report on Form 8-K/A filed November 29, 2005
Exhibit 99.1 GT Brands LLC Financial Statements

4. If it is determined that the acquisition of Good Times was a
business combination, please amend your 8-K/A to include the audit
report for all periods presented in the financial statements of GT
Brands LLC.  Refer to Regulation S-X, Article 3-05.

5. If it is determined that the acquisition of Good Times was a
business combination, please amend your 8-K/A to also include
financials through the most recent interim period, as applicable
of
GT Brands LLC.  Refer to Regulation S-X, Article 3-05(b)(2).

6. Please tell us and clarify in an amended Form 8-K why you have
included financial statements for both GT Brands LLC and
Subsidiaries
and GT Brands Holdings LLC and Subsidiaries for 2003 in your Form
8-K
filing.  Your revised Form 8-K should clearly explain the nature
of
the assets or interests acquired in your recent acquisition
transaction and should explain why financial statements for both
entities have been provided.  We may have further comment upon
receipt of your response.

Financial Statements of GT Brands LLC and Subsidiaries

7. Revise the statements of operations of GT Brands LLC and
Subsidiaries to eliminate the subtitle "Loss from Operations
Before
Impairment of Goodwill and Intangible Assets" as the presentation
of
this subtotal is not appropriate.  Refer to the guidance outlined
in
SAB Topic 5:P, Question 2.  The pro forma statements of operations
included in your Form 8-K/A should be similarly revised.

Exhibit 99.2 Pro Forma Financial Statements
Pro Forma Statements of Operations

8. Revise to eliminate the pro forma adjustments (4) and (5)
eliminating impairment of goodwill and intangible assets and the
gain
on sale of REPS LLC.  As these events or transactions occurred
prior
to the acquisition of GoodTimes Entertainment and were reflected
in
its historical financial statements prior to the acquisition, they
are not directly attributable to the acquisition transaction and
should not be eliminated through pro forma adjustments.  Refer to
the
guidance outlined in Rule 11-02(b)(6) of Regulation S-X.  Please
note
however that the notes to the pro forma statements of operations
should however disclose that the pro forma results of operations
include these transactions.  See Rule 11-02(c)(4) of Regulation S-
X.

Notes to Unaudited Pro Forma Condensed Combined Statements of
Operations

9. Your disclosure in the notes to the pro forma statements
indicate
that you have not adjusted to reflect the exclusion of revenue and
expenses related to those titles which Gaiam did not acquire from
GT.
Please revise to exclude the revenue and operating results
associated
with these contracts and titles not acquired or explain why you
believe your current presentation is appropriate.

10. Refer to Note 3 - Please revise to disclose the useful lives
used
to determine the amortization expense associated with each
category
of intangible assets acquired in connection with the acquisition
of
GoodTimes Entertainment.

11. Refer to Note 6 - Please expand your footnote disclosure to
clarify why this adjustment is factually supportable and directly
attributable to the acquisition transaction.  If this is because
the
GoodTimes debt was not assumed by the Company, please state this
in
your revised disclosure.

12. Refer to Note 7 - Please expand Note 7 to explain the
Company`s
basis for the conclusion that a tax benefit on losses incurred by
GoodTimes during 2004 and the nine months ended September 30, 2005
should be recognized since management believes it will be able to
use
the net operating loss carryforwards from these periods to offset
future taxable income.

*    *    *    *

As appropriate, please amend your September 30, 2005 10-Q and
November 29, 2005 8-K and respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

You may contact Heather Tress at (202) 551-3624 or me at (202)
551-
3813 if you have questions.

Sincerely,

Linda Cvrkel
Branch Chief

??

??

??

??

Mr. Jirka Rysavy
Gaiam, Inc.
December 21, 2005
Page 1

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November 3, 2005

     Ms.
          Heather Tress and Ms. Linda Cvrkel
United States Securities and Exchange
          Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549

     RE:
     Gaiam, Inc.

Form 10-K for the year ended December 31, 2004

Filed March 3, 2005

File No. 0-27517

Dear Ms. Tress and Ms. Cvrkel:

        This
letter responds to your letter dated October 3, 2005 relating to your comments in
connection with the above-referenced submission. Gaiam’s responses to these comments
follow the numbered comments contained in the October 3, 2005 letter, which we have
reproduced below.

Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page 15 Year Ended December 31,
2004 compared to year ended December 31, 2003, page 17

          1.

          We note the reason for the increase in selling and operating expense in both
          2004 and 2003 was due to the doubling of the  sales force in the business
          segment. Please tell us more about your increase in sales staff in two
          consecutive years despite the  decrease in overall revenues and in the
          business segment. In future filings, please disclose the reasons for the rapid
          growth of  the sales force and impact this is currently having and
          expected to have on your revenues and gross profit.

Although
the 2003-2004 revenue declines coincided with increases in sales staffing, the additional
sales staff was more fully associated with a change in the way Gaiam services its accounts
and Gaiam’s entry into expanded business channels. At the end of 2002, Gaiam hired a
Vice President of Sales to restructure the sales organization and spearhead sales
initiatives in our domestic business segment. These adjustments were necessitated by
changes in the marketplace, particularly a slowing in demand for media products, and
changes in our distributor relationships. As mentioned in the first paragraph of the 2003
v 2002 MD&A section, Gaiam’s revenues declined from $111.4 million in 2002 to
$102 million in 2003 primarily due to a decline in sales to distributors. This occurred,
in part, due to volume declines with certain distributors and a change from a distributor
relationship to a direct sales relationship with certain customers. This necessitated
increasing Gaiam’s sales force to replace outside sales representatives provided by
the distributors. This resulted in an increase in selling and operating expense, but also
resulted in higher gross profit margins with the transitioned customers. Additionally,
Gaiam placed its sales emphasis on rolling out its store-within-store presentation to mass
market retailers, particularly the bookstore channel, which necessitated an increase in
staffing to service this channel. As a result of theses changes and initiatives,
Gaiam’s sales force doubled from 3 to 6 members by December 31, 2003. During 2004, we
added three new national sales managers, each with specialized industry experience (for
example, grocery) and two additional team members specializing in the sports retailer
channel, which brought the sales team to a total of 11 members by the end of the year. As
it generally takes between six months to a year for a sales person to be fully trained and
effective (familiar with our products and their customer base and territory), Gaiam is now
starting to fully recognize a return on the investment made to expand our sales force. For
the first six months of 2005, domestic business segment revenue has increased 31.6% as
compared to the first six months of 2004. In future filings, we will incorporate a
discussion of these factors and the impact the sales force expansion is having on our
revenue growth and profitability.

Notes to Consolidated
Financial Statements, page 28
Note 1. Summary of significant Accounting Policies, page
28
Long-lived Assets, page 30

          2.

          Given the significant level of operating losses and net losses experienced
          during the past two fiscal years and the fact  that losses have continued
          to be incurred in 2005, please explain in further detail how the company has
          determined that its  various categories of long-lived assets, including
          goodwill, property, plant and equipment, capitalized production costs and
          media library were not impaired at December 31, 2004 or in subsequent
          reporting periods. As part of your response, you should  explain in
          detail how each category of long-lived assets was evaluated for impairment,
          including methods used in determining fair  values and any other
          significant or relevant assumptions. Your response should also indicate whether
          projected sales and profit  margins used in your analysis are expected to
          improve in future periods and your basis for assuming these improvements. We may
           have further comment upon receipt of your response.

Although
we were disappointed in our operating results for the past two years, the losses sustained
during this period have not impacted our ability to generate positive operating cash flows
from our assets. For the years ended December 31, 2003 and 2004, Gaiam generated positive
operating cash flows of $6 million and $3.1 million, respectively. Our ending cash balance
was $11.4 million at December 31, 2002, and we ended 2004 with $10.4 million in cash and
no debt. During the intervening two years, we spent $6.8 million to purchase additional
property, equipment and media content, and we utilized an additional $3.7 million in net
cash to make acquisitions. No debt was incurred to fund these investments in the company,
as they were funded primarily from positive operating cash flow.

With
the format transition from VHS to DVD in our business segment behind us, Gaiam’s
financial performance has improved during the first six months of 2005. We consider the
poor performance for the last two fiscal years to be primarily the result of unusual,
non-recurring events, and we have seen significant improvements in our operations and
performance this year. Revenue generated by both the business and direct to consumer
segments has increased 24% and 14%, respectively, as compared to the first six months of
2004. The net loss for the six months ended June 30, 2005 was $650 thousand, as compared
to a net loss of $2.5 million for the comparable 2004 period. Despite this net loss for
the first six months of 2005, we generated $2.8 million in positive operating cash flow,
and our cash position increased to $12.3 million. As we are a seasonal business, with the
calendar fourth quarter as our strongest period for the generation of both revenues and
net income, we believe we are positioned to return to overall profitability. For these
reasons, combined with the results of our testing and evaluations, as summarized by asset
category below, we believe that no impairment of either our long-lived assets or goodwill
existed at December 31, 2004 or in subsequent periods.

Capitalized
Production Costs
In
accordance with SOP No. 00-2, Accounting by Producers or Distributors of Films,
capitalized production costs consists of costs incurred to produce media content, net of
accumulated amortization. These costs, as well as participations costs, are recognized as
operating expenses on an individual title basis in the ratio that the current year’s
gross revenues bear to management’s estimate of total ultimate gross revenues from
all sources to be earned over a seven year period. Capitalized production costs are stated
at the lower of unamortized cost or estimated fair value on an individual title basis.
Revenue forecasts are reviewed by management on a quarterly basis and revised when
warranted by changing conditions. When estimates of total revenues and other events or
changes in circumstances indicate that a title has a fair value that is less than its
unamortized cost, an impairment loss, in the form of additional amortization expense, is
recognized in the current period for the amount by which the unamortized cost exceeds the
title’s fair value.

Media
Library
The
media library asset represents both the cost of the library of produced videos acquired
through a business combination, and the purchase price of media rights to both video and
audio titles. The media library is being amortized over the estimated useful life of the
titles, which range from five to fifteen years. On an annual basis, or more frequently if
indicators of impairment are identified, management compares estimated future undiscounted
cash flows of the library to its carrying value to determine whether any impairment
exists. If it is determined that impairment exists, the library would be written down to
its estimated fair market value. Fair market value is estimated using the projected
discounted cash flows from the sale of media products and the licensing of media content.
Gaiam has determined that no impairment existed as of December 31, 2004 or in subsequent
reporting periods.

Goodwill
Gaiam
adopted Statement of Financial Accounting Standards (“SFAS”) No. 142,
Goodwill and Other Intangible Assets, effective January 1, 2002. SFAS No. 142
prescribes a two-step method for determining whether an impairment of goodwill exists. In
the first step, we calculated the fair value of our reporting units is using a comparable
companies market multiple approach. If the net book value of the reporting unit exceeds
the fair value, then we would complete the second part of the impairment test would be
completed. Gaiam has allocated all of its goodwill balance of $9.8 million at December 31,
2004 between its two reporting units, business and direct to consumer, in the amounts of
$4.3 million and $5.5 million, respectively. At December 31, 2003, Gaiam allocated
goodwill in the amounts of $4 million and $5.5 million, respectively, to its business and
direct to consumer reporting units. The year-on-year change in goodwill resulted from
foreign currency rate adjustments. Gaiam completed its annual goodwill tests, using
comparable company market multiples to establish the fair value of the reporting units for
each year, and concluded that goodwill was not impaired for either fiscal year.

Long-Lived
Assets
Gaiam
evaluates impairment of its long-lived assets, other than goodwill, in accordance with
SFAS No. 144, Accounting for the  Impairment or Disposal of Long-Lived
Assets. The carrying value of long-lived assets held and used is evaluated when events
or changes in circumstances indicate the carrying value may not be recoverable. The
carrying value of a long-lived asset is considered impaired when the total projected
undiscounted cash flows from such asset are separately identifiable and are less than the
carrying value. Gaiam performs its impairment test at least annually or when circumstances
such as recurring losses indicate an assessment should be performed. Given the recent
losses, Gaiam has performed the required impairment testing. Because of Gaiam’s
strong operating cash flow and expectations of improving financial results, management
does not believe that any impairment existed at December 31, 2004 or in subsequent
reporting periods.

Note 2. Mergers and
Acquisitions, page 33

          3.

          Please tell us and explain in future filings why only a very small portion of
          the purchase price for the acquisition of the  50.1% interest in Leisure
          Systems International was allocated to identifiable intangible assets other than
          goodwill. Similarly,  explain why none of the purchase price for the
          catalogue company acquired during 2002 was allocated to intangible assets other
           than goodwill. As part of your response, please explain how the fair
          value of the various assets acquired and liabilities  assumed was
          determined for purposes of allocating the purchase price and explain what
          consideration was given to allocating the  purchase to other intangibles
          such as customer lists, customer relationships, trademarks, etc. Also, tell us
          and disclose in  future filings the factors that contributed to a
          purchase price resulting in recognition of goodwill. Refer to the requirements
           of paragraph 51b of SFAS No. 141.

Leisure
Systems International (LSI) was a U.K. based distributor of lifestyle products. LSI
purchased a wide array of health and fitness related products from numerous manufacturers
and other distributors, and then resold these products to retailers and institutions. None
of the products sold by LSI were proprietary, and it held only one patent and trademark,
for a product under development. Additionally, LSI did not have contracts with its
customers, and its customer base was highly decentralized and split between retailers and
institutions. In 2002, Gaiam had started a search for a strategic partner to expand its
distribution capabilities into the U.K. and European markets. Gaiam had entered into a
licensing agreement with Universal Studios for distribution of its media in the U.K., but
lacked a U.K. distribution operation or a partner to launch other Gaiam proprietary
products. In 2003, Gaiam purchased the majority interest in LSI with the intent to
transition its distribution to exclusively Gaiam proprietary products. LSI’s value to
Gaiam was its knowledge of U.K. business operations, its distribution capabilities, the
business acumen of its owners and its ability to profitability distribute lifestyle
products within its operating territory. The purchase price was based upon an adjusted
multiple of the earnings of LSI and factored in the identifiable, tangible assets of the
company. By acquiring the majority share of the company, Gaiam was able to retain
LSI’s management and incent them to continue to operate the company efficiently, as
they retained a 49.9% ownership interest in the company. In allocating the purchase price,
Gaiam valued LSI’s receivables, inventory, property and equipment, media library,
intangible assets and liabilities in accordance with the provisions of SFAS No. 141,
paragraphs 36 through 46. The “know-how” purchased in this transaction has
allowed Gaiam to expand its operations internationally (LSI has changed its name to Gaiam
Limited), and the operating results have been accretive to Gaiam’s net income from
the date of acquisition. Gaiam’s costs to start a U.K. distribution company of its
own, both capital expenditures and working capital, and the loss of income produced by
LSI, would have significantly exceeded the goodwill incurred in this purchase transaction.

In
2002, Gaiam paid $600,000 for a 50.1% interest in a travel catalog company, and, since the
company had historically sustained operating losses and had negative net worth of $1.9
million, Gaiam recorded goodwill of $2.5 million. This company utilizes both catalogs and
brochures to attract travelers for its eco-tours. As it is a service provider (primarily
contracting with tour operators, arranging tours, transportation and accommodations) and
all trips are paid in advance by either check or credit card, the company has no accounts
receivable or inventories, and very limited property and equipment. With the operating
losses it had sustained from its inception, the company lived on the cash flow from
advance trip deposits. In accordance with SFAS No. 141, we established the fair value of
both the assets and liabilities and recorded goodwill for the difference between our
portion of the net book value (NBV) and the purchase price. At the time of acquisition, we
evaluated the customer mailing list, and, since only a very small portion of the list
booked travel on more than one occasion and we could find no rental pool for this type of
list, we concluded that it had no value. The value of this acquisition was as an extension
o

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

October 3, 2005

Via U.S. Mail

Mr. Jirka Rysavy
Chief Executive Officer
Gaiam, Inc.
360 Interlocken Boulevard
Broomfield, Colorado 80021

	RE:	Gaiam, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 3, 2005
		File No. 0-27517

Dear Mr. Rysavy:

We have reviewed your filings and have the following comments.  We
have limited our review to only your financial statements and
related
disclosures and do not intend to expand our review to other
portions
of your documents.  Where indicated, we think you should revise
your
document in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filings.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 15
Year Ended December 31, 2004 compared to year ended December 31,
2003, page 17

1. We note the reason for the increase in selling and operating
expense in both 2004 and 2003 was due to the doubling of the sales
force in the business segment.  Please tell us more about your
increase in sales staff in two consecutive years despite the
decrease
in overall revenues and in the business segment.  In future
filings,
please disclose the reasons for the rapid growth of the sales
force
and impact this is currently having and expected to have on your
revenues and gross profit.

Notes to Consolidated Financial Statements, page 28
Note 1. Summary of Significant Accounting Policies, page 28
Long-lived Assets, page 30

2. Given the significant level of operating losses and net losses
experienced during the past two fiscal years and the fact that
losses
have continued to be incurred in 2005, please explain in further
detail how the Company has determined that its various categories
of
long-lived assets, including goodwill, property, plant and
equipment,
capitalized production costs and media library were not impaired
at
December 31, 2004 or in subsequent reporting periods. As part of
your
response, you should explain in detail how each category of long-
lived assets was evaluated for impairment, including the methods
used
in determining fair values and any other significant or relevant
assumptions. Your response should also indicate whether projected
sales and profit margins used in your analysis are expected to
improve in future periods and your basis for assuming these
improvements. We may have further comment upon receipt of your
response.

Note 2. Mergers and Acquisitions, page 33

3. Please tell us and explain in future filings why only a very
small
portion of the purchase price for the acquisition of the 50.1%
interest in Leisure Systems International was allocated to
identifiable intangible assets other than goodwill. Similarly,
explain why none of the purchase price for the catalogue company
acquired during 2002 was allocated to intangible assets other than
goodwill. As part of your response, please explain how the fair
value
of the various assets acquired and liabilities assumed was
determined
for purposes of allocating the purchase price and explain what
consideration was given to allocating the purchase price to other
intangibles such as customer lists, customer relationships,
trademarks, etc. Also, tell us and disclose in future filings the
factors that contributed to a purchase price resulting in
recognition
of goodwill. Refer to the requirements of paragraph 51b of SFAS
No.141.

4. Additionally, please revise future filings to include an
analysis
of the changes in the carrying amount of goodwill that occurred
during the period as required by paragraph 45c of SFAS No.142.

Note 7. Stockholders` Equity, page 36

5. Please further explain the redemption of Gaiam.com stock in
2003
and why gains were recorded in the statement of cash flows for
each
of the years presented.  Include details of the transactions
including all prices of the stock and redemption dates.  Also,
explain how any gains recognized were determined

6. In a related matter, please tell us more concerning the
liabilities recorded in 2002 and 2003 for the issuances of stock
related to the Gaiam.com purchase.  As part of your response
please
explain the terms under which the 200,000 shares of Class A common
stock were issuable and include journal entries in your response.
Also, please explain why the company repurchased rights to 100,000
of
theses shares in 2003 and indicate the nature and amount of the
consideration paid or issued to reacquire these rights.

Note 9. Segment and Geographic Information, page 39

7. Please tell us what amounts you have included in the
determination
of long-lived assets by geographic region.  Include in your
response
how amounts classified as long-lived assets comply with the scope
of
SFAS 144, paragraphs 3 through 5.  Additionally, revise future
filings to include a reconciliation of the long-lived assets
allocated to your segments to that reflected in the company`s
balance
sheet as of each period presented.  Refer to the requirements of
paragraphs 32(c) and (d) of SFAS 131.

*    *    *    *

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings to be certain that the filings
include all information required under the Securities Exchange Act
of
1934 and they have provided all information investors require for
an
informed investment decision.  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 connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* 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.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Heather Tress at (202) 551-3624 or me at (202)
551-
3813 if you have questions.

Sincerely,

Linda Cvrkel
Branch Chief

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??

Mr. Jirka Rysavy
Gaiam, Inc.
September 29, 2005
Page 1

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