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Form 6-K Gafisa S.A. For: Mar 31

February 2, 2015 3:59 PM EST

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2015

(Commission File No. 001-33356),

Gafisa S.A.
(Translation of Registrant's name into English)


Av. Na��es Unidas No. 8501, 19th floor
S�o Paulo, SP, 05425-070
Federative Republic of Brazil
(Address of principal executive office)



Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ 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)


Yes ______ No ___X___

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

Publicly-Held Company

Minutes of the Board of Directors Meeting held on February 2, 2015

1. Date, Time and Place: On February 2, 2015, at 3 p.m., at the Companys headquarter, located at Avenida das Na��es Unidas 8,501, 19th floor, Pinheiros, in the City of S�o Paulo, State of S�o Paulo.

2. Call Notice and Attendance: As all members of the Companys Board of Directors attended the meeting, the summoning was dismissed and the instatement and approval quorum were verified.

3. Composition of the Board: Chairman: Odair Garcia Senra. Secretary: Renata de Carvalho Fidale.

4. Resolutions: The following was resolved, unanimously and without any restrictions, by all present members of the Board of Directors:

4.1. To approve, under Section 22 (s) of the Bylaws, the cancellation of 30,000,000 of the Companys common shares currently held in treasury, without capital reduction, which is now divided into 378,066,162 common shares, nominative, book entry and with no par value.

4.2. To close the repurchase program of shares issued by the Company, approved by resolution of this Board of Directors on November 18, 2014, as amended on December 3, 2014, by means of which all of the Companys 30,207,130 common shares were acquired, as approved for repurchase in the program.

4.3. In view of the above mentioned, to approve, in accordance with Article 30, �1st "b" of Law n�� 6,404/76 of CVM Instruction n�� 10/80, and Article 22 (s) of the Companys Bylaws, and in order to efficiently apply available funds of the Company, with expected profitability in the medium and long term, a new repurchase program ("Repurchase Program") of shares issued by the Company, to be held in treasury and future cancellation or disposal, during the next 365 days, ie, by February 1st, 2016, up to a limit of 27,000,000 common shares, which represent 10% of 378,066,162 of the Companys common shares outstanding in the market, adding the 10,806,616 shares currently held in treasury by the Company. The acquisition will be made upon debit of the Investment Reserve account registered in the balance sheet as of September 30, 2014, in the amount of R$437,155,710.35, observing in particular the provisions of Article 12 of CVM Instruction n�� 10/80. The operation will be performed by one or more of the following brokers: (i) Ita� Corretora de Valores S.A., registered with CNPJ/MF n�� 61194353/0001-64, headquartered in the city S�o Paulo, State of S�o Paulo, at Avenida Brigadeiro Faria Lima, 3,400, 10th floor, (ii) Votorantim Corretora de T�tulos e Valores Mobili�rios Ltda., registered with CNPJ/MF n�� 01170892/0001-31, headquartered in the city of S�o Paulo, State of S�o Paulo, at Avenida das Na��es Unidas, 14,171, Torre A, 14th floor, and (iii)�BTG Pactual Corretora de T�tulos e Valores Mobili�rios S.A., registered with CNPJ/MF n�� 43815158/0001-22, headquartered in the city of S�o Paulo, State of S�o Paulo, at Avenida Brigadeiro Faria Lima, 3,729, 10th floor.


4.3.1. In addition to the provisions of CVM Instruction n�� 10/80, the approval of acquisition of shares by the Company via the Repurchase Program is conditioned to the maintenance of Gafisas Consolidated Net Debt to Equity in a level equal or lower than 60% at the time of the shares acquisition.

4.4. The members of the Board of Directors hereby grant authority to the Companys executive officers to perform all other acts necessary for the implementation of the decisions made at this meeting. Regarding the Repurchase Program, the Board will determine the opportunities in which operations will be performed, and the amount of shares to be effectively traded, observed the limitations set forth herein and those set out in CVM Instruction n� 10/80.

5. Closing:� With no further matters to be discussed, these minutes were prepared and, after revised and unanimously approved by the Directors, duly executed. Signatures:� Odair Garcia Senra (Chairman), Renata de Carvalho Fidale (Secretary). Directors:� Odair Garcia Senra, Cl�udio Jos� Carvalho de Andrade, Francisco Vidal Luna, Guilherme Affonso Ferreira, Jos� �cio Pereira da Costa J�nior, Maur�cio Marcellini Pereira and Rodolpho Amboss.

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

Renata de Carvalho Fidale

Secretary


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:�February 2, 2015
Gafisa S.A.
By:
/s/ Sandro Gamba

Name:�� Sandro Gamba
Title:�����Chief�Executive Officer



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