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):

Yes ______ No ___X___

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:

Yes ______ No ___X___

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 13^th, 2010 – 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, Equity International LLC, a United States company, (“Investor”):

1. The investor declares that, having sold 9,000,000 ADRs, equivalent to 18,000,000 common shares, they now hold a total of 30,092,224 common shares, representing, directly or indirectly, 7.18% of the total shares issued by the company, which still qualifies them as holding a significant stake in the company’s total capital stock, under the terms of article 12 of CVM Regulatory Instruction nº 358, issued by the Brazilian Securities Commission..

São Paulo, May 13^th, 2010.

Alceu Duílio Calciolari

Chief Financial and Investor Relations

Officer of Gafisa S.A.