MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
4 World Financial Center
New York, New York 10080
United States of America
ITAÚ SECURITIES, INC.
540 Madison Avenue, 23rd Floor
New York, New York 10022
United States of America
CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, New York 10013
United States of America
March 13, 2007
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Attn: Mr. Andrew P. Schoeffler
Re: | Gafisa S.A. |
Registration Statement on Form F-1 No. 333-140831 |
Dear Sirs
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we, as representatives of the several Underwriters, wish to advise you that the Preliminary Prospectus dated February 22, 2007 was distributed during the period February 23, 2007 through the date hereof as follows: 19,559 Preliminary Prospectuses to 5 Underwriters.
The undersigned, as representatives of the several Underwriters, have and will, and each Underwriter and dealer has advised the undersigned that it has and will, comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the General Rules and Regulations of the Securities Act of 1933, we hereby join in the request of Gafisa S.A. for acceleration of the effective date of the above-referenced registration statement, so that such registration statement is declared effective by 3:00 p.m. (Washington, D.C. time) on March 15, 2007 or as soon as practicable thereafter.
Very truly yours,
MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
By: | /s/ Richard A. Diaz | |
Name: Richard A. Diaz Title: Authorized Signatory | ||
ITAÚ SECURITIES, INC. | ||
By: | /s/ Thomas DeCoene | |
Name: Thomas DeCoene Title: President | ||
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ J. R. Blackett | |
Name: J. R. Blackett Title: Managing Director |