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

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