**Exhibit 31.1**

 

**CERTIFICATION**

 

I, Lynn Powers, certifythat:

 

1.          Ihave reviewed this annual report on Form 10-K for the year ended December 31,2009, of Gaiam, Inc.;

 

2.          Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.          Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.          The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15((f)) for the registrant andhave:

 
|   | (a)    | Designed such  disclosure controls and procedures, or caused such disclosure controls and  procedures to be designed under our supervision, to ensure that material  information relating to the registrant, including its consolidated  subsidiaries, is made known to us by others within those entities,  particularly during the period in which this report is being prepared;                              |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (b)    | Designed such internal  control over financial reporting, or caused such internal control over  financial reporting to be designed under our supervision, to provide  reasonable assurance regarding the reliability of financial reporting and the  preparation of financial statements for external purposes in accordance with  the generally accepted accounting principles;                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (c)    | Evaluated the  effectiveness of the registrant’s disclosure controls and procedures and  presented in this report our conclusions about the effectiveness of the  disclosure controls and procedures, as of the end of the period covered by  this report based on such evaluation; and                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (d)    | Disclosed in this  report any change in the registrant’s internal control over financial  reporting that occurred during the registrant’s most recent fiscal quarter  (the registrant’s fourth fiscal quarter in the case of an annual report) that  has materially affected, or is reasonably likely to materially affect, the  registrant’s internal control over financial reporting; and |

 

5.          The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 
|   | (a)    | All significant deficiencies  and material weaknesses in the design or operation of internal control over  financial reporting which are reasonably likely to adversely affect the  registrant’s ability to record, process, summarize and report financial  information; and |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                               |
|   | (b)    | Any fraud, whether or  not material, that involves management or other employees who have a  significant role in the registrant’s internal control over financial  reporting.                                                                                                 |

 

Date:       March 12, 2010

 
|   | /s/ Lynn Powers               |
|--------|-------------------------------|
|   | Lynn Powers                   |
|   | Chief Executive Officer       |
|   | (Principal Executive Officer) |

 

----