SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TOLL ROBERT I
(Last) (First) (Middle)
250 GIBRALTAR ROAD
(Street)
HORSHAM PA 19044
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TOLL BROTHERS INC [ TOL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/08/2008 M 190,000(1) A $5.5782 16,359,994 D
Common Stock 09/08/2008 M 1,000,000(1) A $5.7188 17,359,994 D
Common Stock 09/08/2008 M 200,000(1) A $6 17,559,994 D
Common Stock 09/08/2008 F 743,165(1) D $26.47 16,816,829 D
Common Stock 2,706 I 401(k) Plan
Common Stock 250,000 I By GRAT-Expires June, 2010
Common Stock 59,738 I By GRAT-Expires March, 2009
Common Stock 2,459,973 I Entities wholly owned by reporting person
Common Stock 328,420(2) I Partnership
Common Stock 74,355(3) I Trusts
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $4.375 12/20/1999 12/20/2009 Common Stock 3,000,000 3,000,000 D
Stock Options (Right to buy) $9.6563 12/20/2001 12/20/2010 Common Stock 1,000,000 1,000,000 D
Stock Options (Right to buy) $10.525 12/20/2003 12/20/2012 Common Stock 500,000 500,000 D
Stock Options (Right to buy) $10.88 12/20/2002 12/20/2011 Common Stock 1,000,000 1,000,000 D
Stock Options (Right to buy) $20.135 12/20/2004 12/20/2013 Common Stock 500,000 500,000 D
Stock Options (Right to buy) $20.76 12/20/2008 12/20/2017 Common Stock 550,000 550,000 D
Stock Options (Right to buy) $31.82 12/20/2007 12/20/2016 Common Stock 550,000 550,000 D
Stock Options (Right to buy) $32.55 12/20/2005 12/20/2014 Common Stock 500,000 500,000 D
Stock Options (Right to buy) $35.97 12/20/2006 12/20/2015 Common Stock 250,000 250,000 D
Stock Options (Right to buy) $5.5782 09/08/2008 M 190,000 12/30/1998 12/30/2008 Common Stock 190,000 $0 0 D
Stock Options (Right to buy) $5.7188 09/08/2008 M 1,000,000 12/20/1999 12/20/2008 Common Stock 1,000,000 $0 0 D
Stock Options (Right to buy) $6 09/08/2008 M 200,000 11/02/1999 11/02/2008 Common Stock 200,000 $0 0 D
Explanation of Responses:
1. The Reporting Person exercised options to purchase 200,000, 1,000,000 and 190,000 shares at exercise prices per share of $6.00, $5.7188 and $5.5782, respectively. The options were granted on November 2, 1998, December 20, 1998 and December 30, 1998, respectively, as compensation, and were scheduled to expire on November 2, 2008, December 20, 2008 and December 30, 2008, respectively. The Company withheld 743,165 shares to cover payment of the exercise price and applicable tax withholding, and the Reporting Person received a net issuance of 646,835 shares, in the aggregate, of which he will retain beneficial ownership following the exercises.
2. By a partnership of which trusts f/b/o the reporting person's children are the sole partners. The reporting person's spouse is co-trustee of such trusts.
3. By trusts f/b/o the reporting person's children and grandchildren. The reporting person's spouse is a co-trustee of such trusts.
Kathryn G. Flanagan,Attorney-in-Fact 09/10/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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