SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ____________

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)1


                                  Gaiam, Inc.
                                (Name of Issuer)


                Class A Common Stock, par value $.0001 per share
                         (Title of Class of Securities)


                                  36268Q 10 3
                                 (CUSIP Number)

                               December 31, 2000
             (Date of Event Which Requires Filing of this Statement)


                              ____________________


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]  Rule 13d-1(b)
[ ]  Rule 13d-1(c)
[X]  Rule 13d-1(d)


_____________________
1
The  remainder  of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


CUSIP No. 36268Q103
-------------------------------------------------------------------------------

1    NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

     Jirka Rysavy
--------------------------------------------------------------------------------

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)
     (b)
--------------------------------------------------------------------------------

3    SEC USE ONLY


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

4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States
--------------------------------------------------------------------------------

NUMBER OF                   5     SOLE VOTING POWER

 SHARES                           3,411,055
                            ----------------------------------------------------
BENEFICIALLY                6     SHARED VOTING POWER

 OWNED BY                         4,875,145
                            ----------------------------------------------------
  EACH                      7     SOLE DISPOSITIVE POWER

REPORTING                         8,286,200
                            ----------------------------------------------------
 PERSON                     8     SHARED DISPOSITIVE POWER

  WITH                            0
--------------------------------------------------------------------------------

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     8,286,200
--------------------------------------------------------------------------------

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     (See instructions)

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

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     71.78%
--------------------------------------------------------------------------------

12   TYPE OF REPORTING PERSON (See instructions)

     IN
--------------------------------------------------------------------------------


CUSIP No. 36268Q103
================================================================================

Item 1(a).  Name of Issuer:

         Gaiam, Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:

         360 Interlocken Boulevard, Suite 300, Broomfield, CO  80021

Item 2(a).  Name(s) of Person(s) Filing:

         Jirka Rysavy

Item 2(b).  Address of Principal Business Office or, if None, Residence

         360 Interlocken Boulevard, Suite 300, Broomfield, CO  80021

Item 2(c).  Citizenship:

         United States

Item 2(d).  Title of Class of Securities:

         Class A Common Stock, Par Value $.0001 per share

Item 2(e).  CUSIP Number:

         36268Q 10 3

Item 3.  If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
         check whether the person filing is a:

(a)  Broker or dealer registered under section 15 of the Act;
(b)  Bank as defined in section 3(a)(6) of the Act;
(c)  Insurance company as defined in section 3(a)(19) of the Act;
(d)  Investment company registered under section 8 of the Investment Company
     Act;
(e)  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)  An employee benefit plan or endowment fund in accordance with Rule
     13d-1(b)(1)(ii)(F);
(g)  A parent holding company or control person in accordance with Rule
     13d-1(b)(1)(ii)(G);
(h)  A savings association as defined in Section 3(b) of the Federal Deposit
     Insurance Act;
(i)  A church plan that is excluded from the definition of an investment company
     under Section 3(c)(14) of the Investment Company Act;
(j)  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

         Not applicable


Item 4.  Ownership.

          Provide the following  information  regarding the aggregate number and
     percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:        8,286,200 (includes options to
                                            acquire 200,000 shares, which vest
                                            at a rate of 2% monthly commencing
                                            May 1, 2000)

     (b)  Percent of class:                 71.78%

     (c)  Number of shares as to which such person has:

         (i)   Sole power to vote or to direct the vote:              3,411,055

         (ii)  Shared power to vote or to direct the vote:            4,875,145

         (iii) Sole power to dispose or to direct the
               disposition of:                                        8,286,200

         (iv)  Shared power to dispose or to direct the disposition of:       0

Item 5.  Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the
     date hereof the reporting  person has ceased to be the beneficial  owner of
     more than five percent of the class of securities, check the following [ ].

                  Not applicable

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

                  Not applicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company.

                  Not applicable

Item 8.  Identification and Classification of Members of the Group.

                  Not applicable

Item 9.  Notice of Dissolution of Group.

                  Not applicable

Item 10.  Certification.

                  Not applicable


                                    SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
     certify that the information set forth in this statement is true,  complete
     and correct.
                                      February 12, 2001
                                      (Date)


                                      /s/ Jirka Rysavy
                                      (Signature)

                                      Jirka Rysavy
                                      (Name/Title)