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GAFISA S.A.

CNPJ/MF No. 01.545.826/0001-07 

NIRE 35.300.147.952

Publicly-held Company

NOTICE TO MARKET

Extraordinary Shareholders’ Meeting to be held on 06.09.11 – Management’s Proposal

Gafisa S.A. (the "Company") hereby informs its shareholders and the market in general that the management of the Company, after internal discussion and contemplation of shareholder reaction regarding the proposal for amendment to the Company’s By-laws, which will be the subject of deliberation at the Extraordinary Shareholders’ Meeting to be convened, on second call, on June 9, 2011, no longer supports the inclusion of limitation to voting rights that would result from the proposed adjustments to Article 6 and Article 67 “c” and “d” of the Company’s By-laws. Notwithstanding, these adjustments will still be submitted to a shareholder vote as part of the agenda that has been set forth in the call notice, so the shareholders may deliberate as they deem more appropriate. The management of the Company supports all of the other items for the proposed amendment to the Company’s By-laws as set forth in management’s proposal dated April 29, 2011.

São Paulo, May 16, 2011.

Alceu Duilio Calciolari

CEO and Investors Relations Officer

SIGNATURE