1



      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2000

                              REGISTRATION NO. 333-
 ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ----------------

                                   Gaiam, Inc.
             (Exact Name of Registrant as Specified in Its Charter)


          Colorado                                           84-111-35-27
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

 360 Interlocken Blvd, Suite 300
      Broomfield, Colorado                                      80021
(Address of Principal Executive Offices)                     (Zip Code)

                                ----------------

                    Gaiam, Inc. 1999 Long-Term Incentive Plan
                  Gaiam, Inc. 1999 Employee Stock Purchase Plan
                              (Full Title of Plans)
                                ----------------
                                  Jirka Rysavy
                             Chief Executive Officer
                                   Gaiam, Inc.
                         360 Interlocken Blvd, Suite 300
                           Broomfield, Colorado 80021
                                 (303) 464-3600
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                ----------------


                         CALCULATION OF REGISTRATION FEE

Title of                      Proposed Maximum  Proposed Maximum    Amount of
Securities to  Amount to be   Offering Price    Aggregate Offering  Registration
be Registered  Registered(1)  Per Share(2)(3)   Price(2)            Fee(3)
--------------------------------------------------------------------------------
Class A
Common Stock   2,100,000      $16.25           $34,125,000          $9,009.00

--------------
(1)  Pursuant to Rule 416, additional shares of the registrant's Class A common
     stock, par value $0.0001 per share (the 'Common Stock')  issuable  pursuant
     to the exercise of awards  granted or to be granted under the plan in order
     to prevent dilution  resulting from any future stock split,  stock dividend
     or similar transaction are also being registered  hereunder.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  Calculated pursuant to Rule 457(c) and (h).  Accordingly,  the registration
     fee is based on  2,100,000  shares of Common  Stock  reserved  for issuance
     under the plans,  at a price per share of $16.25,  which is the  average of
     the  highest  and  lowest  selling  price per share of Common  Stock on the
     Nasdaq National Market on May 22, 2000.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to  participating  employees as specified in Rule 428(b)(1) of the
Securities Act of 1933, as amended (the  'Securities  Act').  Such documents are
not  being  filed  with  or  included  in  this   Registration   Statement   (by
incorporation  or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the  'Commission').  These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following  documents have been filed by the  registrant  with the Commission
and are incorporated by reference in this Registration Statement:

        (a)  the  registrant's  Annual Report on Form 10-K filed with the
             Commission for the fiscal year ended December 31, 1999;

        (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
             Securities Exchange Act of 1934, as amended (the 'Exchange Act'),
             since December 31, 1999;

        (c)  The  description  of  the  registrant's   Class  A  Common  Stock
             contained in the registrant's  Registration Statement on Form 8-A
             filed on October 1, 1999.

All documents  subsequently  filed by the registrant  pursuant to Section 13(a),
13(c),  14 and 15(d) of the  Exchange  Act of 1934,  as amended  (the  'Exchange
Act'),  prior to the filing of a post-effective  amendment to this  Registration
Statement which indicates that all of the shares of Class A Common Stock offered
have been sold or which deregisters all such shares then remaining unsold, shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated or deemed incorporated by reference herein
shall be deemed to be modified or superceded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supercedes  such statement.  Any such statement so
modified or superceded shall not be deemed, except as so modified or superceded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

Colorado law  provides  for  indemnification  of  directors,  officers and other
employees in certain circumstances (C.R.S. Section 7-108-102 (1994)) and for the
elimination  or  limitation of the personal  liability  for monetary  damages of
directors under certain  circumstances  (C.R.S.  Section 7-108-402 (1994)).  The
Amended and Restated  Articles of  Incorporation of Gaiam,  Inc.  eliminates the
personal liability for monetary damages of directors under certain circumstances
and provides  indemnification  to directors and officers of Gaiam to the fullest
extent permitted by the Colorado  Business  Corporation Act. Among other things,
these  provisions  provide  indemnification  for officers and directors  against
liabilities for judgments in and  settlements of lawsuits and other  proceedings
and for the advance and payment of fees and expenses  reasonably incurred by the
director  or officer in defense  of any such  lawsuit or  proceeding.  Gaiam has
obtained  directors  and officers  insurance  providing  insurance  indemnifying
certain of Gaiam's directors, officers and employees for certain liabilities.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

          Reference is made to the Exhibit Index that immediately  precedes
          the exhibits filed with this Registration Statement.

Item 9. Undertakings.

(a)      The undersigned registrant hereby undertakes:

         (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in this Registration Statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change  to such  information  in the
               Registration  Statement;  Provided,  however, that paragraphs (i)
               and (ii)  shall  not  apply  if the  information  required  to be
               included in a  post-effective  amendment by those  paragraphs  is
               contained in periodic reports filed by the registrant pursuant to
               Section 13 or Section  15(d) of the  Securities  Exchange  Act of
               1934 that are  incorporated  by  reference  in this  Registration
               Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     this  Registration  Statement  shall  be  deemed  to be a new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction the question of whether such  indemnification by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Broomfield, State of Colorado, on May 12, 2000.

                                              GAIAM, INC.


                                              By: /s/ Jirka Rysavy
                                                  Jirka Rysavy
                                                  Chief Executive Officer


                                POWER OF ATTORNEY

KNOW BY ALL MEN THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints  Jirka Rysavy and Lynn Powers,  and each of them,  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith,  including, without limitation, any
registration  statement  filed  pursuant to Rule 462 under the Securities Act of
1933, as amended,  with the  Securities and Exchange  Commission,  granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could do in  person,  hereby  ratifying  and  confirming  all that  each of said
attorneys-in-fact  and  agents  or any of them or  their  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated opposite their names.


Signature              Title                                     Date
---------------------- ----------------------------------------  ---------------

/s/ Jirka Rysavy       Jirka Rysavy , Chairman of the Board      May 12, 2000
                       and Chief Executive Officer

/s/ Lynn Powers        Lynn Powers, President, Chief Operating   May 15, 2000
                       Officer and director

/s/ Barnet Feinblum    Barnet Feinblum, director                 May 17, 2000

/s/ Barbara Mowrey     Barbara Mowrey, director                  May 18, 2000

/s/ Paul Ray           Paul Ray, director                        May 18, 2000

/s/ Janet Mathews      Janet Mathews, Controller and             May 12, 2000
                       principal financial officer



                                  EXHIBIT INDEX

Exhibit
No.                                Description

4.1   Amended and Restated Articles of Incorporation of Gaiam, Inc.
      incorporated by reference to Exhibit 3.1 to the  Registrant's
      Registration  on Form S-1 (Registration No. 333-83283))

4.2   By-laws of Gaiam,  Inc.  (incorporated  by reference to Exhibit 3.2 to
      the Registrant's  Registration Statement on Form S-1 (Registration No.
      333-83283))

4.3   Form of Gaiam,  Inc. Stock  Certificate  (incorporated by reference to
      Exhibit 4.1 to the  Registrant's  Registration  Statement  on Form S-1
      (Registration No. 333-83283))

4.4   Gaiam, Inc. 1999 Long-Term  Incentive Plan  (incorporated by reference
      to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1
      (Registration No. 333-83283))

5.1*  Opinion of Bartlit Beck Herman Palenchar & Scott

23.1* Consent of Ernst & Young

23.2* Consent of Bartlit Beck Herman Palenchar & Scott (included in Exhibit 5.1)

24.1* Power of Attorney, included on signature page


* Filed herewith.



EXHIBIT 5.1
                      Bartlit Beck Herman Palenchar & Scott
                         511 Sixteenth Street, Suite 700
                             Denver, Colorado 80202

                                  May __, 2000

Gaiam, Inc.
360 Interlocken Blvd., Suite 300
Broomfield, Colorado  80021

Re:  Registration  Statement on Form S-8 Relating to 2,100,000 Shares of Class A
     Common Stock of Gaiam,  Inc.  Available for Issuance under the Gaiam,  Inc.
     1999  Employee  Stock  Purchase  Plan and the Gaiam,  Inc.  1999  Long-Term
     Incentive Plan

Ladies and Gentlemen:

     We have acted as  counsel  to Gaiam,  Inc.,  a  Colorado  corporation  (the
'Company'),  in connection  with the  preparation of the Company's  Registration
Statement on Form S-8 filed with the  Securities  and Exchange  Commission  (the
'Registration Statement') covering the registration of up to 2,100,000 shares of
the Company's Class A common stock,  $0.0001 par value per share (the "Shares"),
including  500,000 Shares issuable pursuant to the Company's 1999 Employee Stock
Purchase Plan (the 'Stock Purchase Plan') and 1,600,000 Shares issuable pursuant
to the Companys 1999 Long-Term Incentive Plan (the 'Long-Term Incentive Plan').

     In  connection  with this  opinion,  we have  examined  and relied upon the
Registration  Statement and the related  prospectuses,  the Stock Purchase Plan,
the Long-Term Incentive Plan, the Company's Articles of Incorporation and Bylaws
and the  originals or copies  certified  to our  satisfaction  of such  records,
documents, certificates,  memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion  expressed below. We
have assumed the genuineness and  authenticity of all documents  submitted to us
as originals,  the  conformity to originals of all documents  submitted to us as
copies  thereof and the due execution  and delivery of all  documents  where due
execution and delivery are a prerequisite to the effectiveness thereof.

     Based upon the  foregoing and subject to the  assumptions,  qualifications,
limitations  and  exceptions  set  forth  herein,  we are of the  opinion  that,
assuming that the Registration Statement shall have become effective pursuant to
the  provisions  of the  Securities  Act of 1933, as amended,  the Shares,  when
issued and sold in  accordance  with the Stock  Purchase  Plan or the  Long-Term
Incentive  Plan, as applicable,  the  Registration  Statement and the applicable
related prospectuses, will be legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement.
                                              Very truly yours,


EXHIBIT 23.1
                        CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8  pertaining to the Gaiam,  Inc. 1999  Long-Term  Incentive Plan and the
Gaiam, Inc. 1999 Employee Stock Purchase Plan of our report dated March 3, 2000,
with respect to the  consolidated  financial  statements  and schedule of Gaiam,
Inc.  included in its Annual Report (Form 10-K) for the year ended  December 31,
1999, filed with the Securities and Exchange Commission.

                                                           /s/ ERNST & YOUNG LLP
                                                               Ernst & Young LLP
Denver, Colorado
May 22, 2000
[{"type": "S-8", "sequence": "1", "description": "$34,125,000 CLASS A COMMON STOCK OFFERING", "secsgml_size_bytes": 19136}]
{"company-data": {"conformed-name": "GAIAM INC", "cik": "0001089872", "assigned-sic": "7389", "irs-number": "841113527", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37700", "film-number": "642636"}, "business-address": {"street1": "360 INTERLOCKEN BLVD #300", "city": "BROOMFIELD", "state": "CO", "zip": "80021"}, "mail-address": {"street1": "360 INTERLOCKEN BLVD #300", "city": "BROOMFIELD", "state": "CO", "zip": "80021"}}
1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2000

                              REGISTRATION NO. 333-
 ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ----------------

                                   Gaiam, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

          Colorado                                           84-111-35-27
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

 360 Interlocken Blvd, Suite 300
      Broomfield, Colorado                                      80021
(Address of Principal Executive Offices)                     (Zip Code)

                                ----------------

                    Gaiam, Inc. 1999 Long-Term Incentive Plan
                  Gaiam, Inc. 1999 Employee Stock Purchase Plan
                              (Full Title of Plans)
                                ----------------
                                  Jirka Rysavy
                             Chief Executive Officer
                                   Gaiam, Inc.
                         360 Interlocken Blvd, Suite 300
                           Broomfield, Colorado 80021
                                 (303) 464-3600
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                ----------------

                         CALCULATION OF REGISTRATION FEE

Title of                      Proposed Maximum  Proposed Maximum    Amount of
Securities to  Amount to be   Offering Price    Aggregate Offering  Registration
be Registered  Registered(1)  Per Share(2)(3)   Price(2)            Fee(3)
--------------------------------------------------------------------------------
Class A
Common Stock   2,100,000      $16.25           $34,125,000          $9,009.00

--------------
(1)  Pursuant to Rule 416, additional shares of the registrant's Class A common
     stock, par value $0.0001 per share (the 'Common Stock')  issuable  pursuant
     to the exercise of awards  granted or to be granted under the plan in order
     to prevent dilution  resulting from any future stock split,  stock dividend
     or similar transaction are also being registered  hereunder.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  Calculated pursuant to Rule 457(c) and (h).  Accordingly,  the registration
     fee is based on  2,100,000  shares of Common  Stock  reserved  for issuance
     under the plans,  at a price per share of $16.25,  which is the  average of
     the  highest  and  lowest  selling  price per share of Common  Stock on the
     Nasdaq National Market on May 22, 2000.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to  participating  employees as specified in Rule 428(b)(1) of the
Securities Act of 1933, as amended (the  'Securities  Act').  Such documents are
not  being  filed  with  or  included  in  this   Registration   Statement   (by
incorporation  or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the  'Commission').  These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following  documents have been filed by the  registrant  with the Commission
and are incorporated by reference in this Registration Statement:

        (a)  the  registrant's  Annual Report on Form 10-K filed with the
             Commission for the fiscal year ended December 31, 1999;

        (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
             Securities Exchange Act of 1934, as amended (the 'Exchange Act'),
             since December 31, 1999;

        (c)  The  description  of  the  registrant's   Class  A  Common  Stock
             contained in the registrant's  Registration Statement on Form 8-A
             filed on October 1, 1999.

All documents  subsequently  filed by the registrant  pursuant to Section 13(a),
13(c),  14 and 15(d) of the  Exchange  Act of 1934,  as amended  (the  'Exchange
Act'),  prior to the filing of a post-effective  amendment to this  Registration
Statement which indicates that all of the shares of Class A Common Stock offered
have been sold or which deregisters all such shares then remaining unsold, shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated or deemed incorporated by reference herein
shall be deemed to be modified or superceded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supercedes  such statement.  Any such statement so
modified or superceded shall not be deemed, except as so modified or superceded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

Colorado law  provides  for  indemnification  of  directors,  officers and other
employees in certain circumstances (C.R.S. Section 7-108-102 (1994)) and for the
elimination  or  limitation of the personal  liability  for monetary  damages of
directors under certain  circumstances  (C.R.S.  Section 7-108-402 (1994)).  The
Amended and Restated  Articles of  Incorporation of Gaiam,  Inc.  eliminates the
personal liability for monetary damages of directors under certain circumstances
and provides  indemnification  to directors and officers of Gaiam to the fullest
extent permitted by the Colorado  Business  Corporation Act. Among other things,
these  provisions  provide  indemnification  for officers and directors  against
liabilities for judgments in and  settlements of lawsuits and other  proceedings
and for the advance and payment of fees and expenses  reasonably incurred by the
director  or officer in defense  of any such  lawsuit or  proceeding.  Gaiam has
obtained  directors  and officers  insurance  providing  insurance  indemnifying
certain of Gaiam's directors, officers and employees for certain liabilities.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

          Reference is made to the Exhibit Index that immediately  precedes
          the exhibits filed with this Registration Statement.

Item 9. Undertakings.

(a)      The undersigned registrant hereby undertakes:

         (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in this Registration Statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change  to such  information  in the
               Registration  Statement;  Provided,  however, that paragraphs (i)
               and (ii)  shall  not  apply  if the  information  required  to be
               included in a  post-effective  amendment by those  paragraphs  is
               contained in periodic reports filed by the registrant pursuant to
               Section 13 or Section  15(d) of the  Securities  Exchange  Act of
               1934 that are  incorporated  by  reference  in this  Registration
               Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     this  Registration  Statement  shall  be  deemed  to be a new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction the question of whether such  indemnification by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Broomfield, State of Colorado, on May 12, 2000.

                                              GAIAM, INC.

                                              By: /s/ Jirka Rysavy
                                                  Jirka Rysavy
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

KNOW BY ALL MEN THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints  Jirka Rysavy and Lynn Powers,  and each of them,  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith,  including, without limitation, any
registration  statement  filed  pursuant to Rule 462 under the Securities Act of
1933, as amended,  with the  Securities and Exchange  Commission,  granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could do in  person,  hereby  ratifying  and  confirming  all that  each of said
attorneys-in-fact  and  agents  or any of them or  their  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated opposite their names.

Signature              Title                                     Date
---------------------- ----------------------------------------  ---------------

/s/ Jirka Rysavy       Jirka Rysavy , Chairman of the Board      May 12, 2000
                       and Chief Executive Officer

/s/ Lynn Powers        Lynn Powers, President, Chief Operating   May 15, 2000
                       Officer and director

/s/ Barnet Feinblum    Barnet Feinblum, director                 May 17, 2000

/s/ Barbara Mowrey     Barbara Mowrey, director                  May 18, 2000

/s/ Paul Ray           Paul Ray, director                        May 18, 2000

/s/ Janet Mathews      Janet Mathews, Controller and             May 12, 2000
                       principal financial officer

                                  EXHIBIT INDEX

Exhibit
No.                                Description

4.1   Amended and Restated Articles of Incorporation of Gaiam, Inc.
      incorporated by reference to Exhibit 3.1 to the  Registrant's
      Registration  on Form S-1 (Registration No. 333-83283))

4.2   By-laws of Gaiam,  Inc.  (incorporated  by reference to Exhibit 3.2 to
      the Registrant's  Registration Statement on Form S-1 (Registration No.
      333-83283))

4.3   Form of Gaiam,  Inc. Stock  Certificate  (incorporated by reference to
      Exhibit 4.1 to the  Registrant's  Registration  Statement  on Form S-1
      (Registration No. 333-83283))

4.4   Gaiam, Inc. 1999 Long-Term  Incentive Plan  (incorporated by reference
      to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1
      (Registration No. 333-83283))

5.1*  Opinion of Bartlit Beck Herman Palenchar & Scott

23.1* Consent of Ernst & Young

23.2* Consent of Bartlit Beck Herman Palenchar & Scott (included in Exhibit 5.1)

24.1* Power of Attorney, included on signature page

* Filed herewith.

EXHIBIT 5.1
                      Bartlit Beck Herman Palenchar & Scott
                         511 Sixteenth Street, Suite 700
                             Denver, Colorado 80202

                                  May __, 2000

Gaiam, Inc.
360 Interlocken Blvd., Suite 300
Broomfield, Colorado  80021

Re:  Registration  Statement on Form S-8 Relating to 2,100,000 Shares of Class A
     Common Stock of Gaiam,  Inc.  Available for Issuance under the Gaiam,  Inc.
     1999  Employee  Stock  Purchase  Plan and the Gaiam,  Inc.  1999  Long-Term
     Incentive Plan

Ladies and Gentlemen:

     We have acted as  counsel  to Gaiam,  Inc.,  a  Colorado  corporation  (the
'Company'),  in connection  with the  preparation of the Company's  Registration
Statement on Form S-8 filed with the  Securities  and Exchange  Commission  (the
'Registration Statement') covering the registration of up to 2,100,000 shares of
the Company's Class A common stock,  $0.0001 par value per share (the "Shares"),
including  500,000 Shares issuable pursuant to the Company's 1999 Employee Stock
Purchase Plan (the 'Stock Purchase Plan') and 1,600,000 Shares issuable pursuant
to the Companys 1999 Long-Term Incentive Plan (the 'Long-Term Incentive Plan').

     In  connection  with this  opinion,  we have  examined  and relied upon the
Registration  Statement and the related  prospectuses,  the Stock Purchase Plan,
the Long-Term Incentive Plan, the Company's Articles of Incorporation and Bylaws
and the  originals or copies  certified  to our  satisfaction  of such  records,
documents, certificates,  memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion  expressed below. We
have assumed the genuineness and  authenticity of all documents  submitted to us
as originals,  the  conformity to originals of all documents  submitted to us as
copies  thereof and the due execution  and delivery of all  documents  where due
execution and delivery are a prerequisite to the effectiveness thereof.

     Based upon the  foregoing and subject to the  assumptions,  qualifications,
limitations  and  exceptions  set  forth  herein,  we are of the  opinion  that,
assuming that the Registration Statement shall have become effective pursuant to
the  provisions  of the  Securities  Act of 1933, as amended,  the Shares,  when
issued and sold in  accordance  with the Stock  Purchase  Plan or the  Long-Term
Incentive  Plan, as applicable,  the  Registration  Statement and the applicable
related prospectuses, will be legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the Registration
Statement.
                                              Very truly yours,

EXHIBIT 23.1
                        CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8  pertaining to the Gaiam,  Inc. 1999  Long-Term  Incentive Plan and the
Gaiam, Inc. 1999 Employee Stock Purchase Plan of our report dated March 3, 2000,
with respect to the  consolidated  financial  statements  and schedule of Gaiam,
Inc.  included in its Annual Report (Form 10-K) for the year ended  December 31,
1999, filed with the Securities and Exchange Commission.

                                                           /s/ ERNST & YOUNG LLP
                                                               Ernst & Young LLP
Denver, Colorado
May 22, 2000