FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the
month of May, 2008
Commission
File Number: 001-33356
Gafisa
S.A.
(Translation
of registrant’s name into English)
Av.
Nações Unidas No. 4777, 9th floor
São
Paulo, SP, 05477-000
Federative
Republic of Brazil
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information contained in this Form,
the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
GAFISA
S.A.
Corporate
Taxpayer’s ID (CNPJ/MF) 01.545.826/0001-07
Corporate
Registry (NIRE) 35.300.147.952
Publicly-held
Company - 01610-1
NOTICE
TO THE SHAREHOLDERS
São
Paulo, SP, Brazil, May 8, 2008 - Pursuant to Article 12 of CVM Instruction
358/02, Gafisa S.A. (BOVESPA: GFSA3) hereby discloses to the market the
following communication from its shareholder, Morgan Stanley, a United States
company, located in the state of Delaware (“Investor”):
1.
The
Investor acquired outstanding shares of the Company, and currently holds
16,381,988 common shares, or 12.4%, of the Company’s outstanding common shares,
between ADR’s in the NYSE and common shares in the Bovespa, through various
funds. As a result, it holds a relevant interest in the Company’s total capital
stock, pursuant to article 12 of Instruction 358 of the Brazilian Securities
and
Exchange Commission - CVM.
2.
The
Investor declares that it has acquired said shares for investment purposes
only,
and such acquisition of shares does not have the objective of changing the
control or the administrative structure of the Company.
3.
In
addition, the Investor declares that it does not hold any subscription bonuses,
subscription rights or purchase options related to the Company’s shares or
share-convertible debentures.
4.
Finally, the Investor declares that it has not entered into any agreement
governing the exercise of voting rights or the purchase and sale of the
Company’s securities.
São
Paulo, May 08, 2008.
Gafisa
S.A.