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.

CNPJ/MF n° 01.545.826/0001-07

NIRE 35.300.147.952

Minutes of the Meeting of the Audit Committee

held on April 9, 2012

1. DATE, TIME AND PLACE: On April 9, 2012, at 9 a.m., in the city of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 8501, 19^th floor.

2. CALL NOTICE AND ATTENDANCE: The members of this Audit Committee (“Committee”) were regularly summoned. As all members of the Committee attended the meeting, the instatement and approval quorum were verified.

3. RESOLUTIONS: It was resolved, unanimously, by the present Committee Members and without any restrictions:

3.1. The opinion of the Audit Committee members is for the approval of the final version of the documents related to the fiscal year ended on 12.31.2011, as well as for the restatement of the documents related to the fiscal year ended on 12.31.2010, as follows: administration report, Company’s Financial Statements, along with the Explanatory Notes and the Accounting Firm Report, which issued an opinion with no reservations for 2011 and 2010.

4. CLOSING: As there were no further issues to be addressed, the present Minutes were drawn up, approved and signed by all Committee Members. Signatures:  Renata de Carvalho Fidale, Secretary. José Écio Pereira da Costa Júnior, Richard Huber and Maria Leticia de Freitas Costa.

I certify that this is a true copy of the minutes drawn up in the appropriate book.

São Paulo, April 9, 2012.

Renata de Carvalho Fidale

Secretary