SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          SCHEDULE 13G

            Under the Securities Exchange Act of 1934

                       (Amendment No. 2)*


                TOLL BROTHERS, INC.
                    (Name of Issuer)

                 Common Stock $.01 par value
               (Title of Class of Securities)

                         889478103
                         (CUSIP Number)

                      December 31, 2002
     (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

[   ]     Rule 13d-1(b)
[ X ]     Rule 13d-1(c)
[   ]     Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).


CUSIP No. 889478103


1.   Names of Reporting Persons.
     I.R.S. Identification Nos. of above persons
     (entities only).

     MYRON M. KAPLAN


     2.   Check Appropriate Box if a Member of a Group*

     (a)   [  ]
     (b)   [ X]

     3.   SEC Use Only

     4.   Citizenship or Place of Organization:
     UNITED STATES


                    5. Sole Voting Power

Number of           6,559,300
               Shares Bene-   6.  Shared Voting Power
ficially by           300,000
Owned by       7.  Sole Dispositive Power
Each Report-        6,559,300
ing Person     8.  Shared Dispositive Power
With:                 300,000

9.  Aggregate Amount Beneficially Owned by Each Reporting
Person:
                     6,859,300
10.  Check if the Aggregate Amount in Row (11) Excludes
     Certain Shares *


11.  Percent of Class Represented by Amount in Row (11):
                      9.8%

12.  Type of Reporting Person*

          IN

     *See Instructions Before Filling Out.



Item 1(a) Name of Issuer:

     Toll Brothers, Inc.        (the "Issuer").

Item 1(b) Address of the Issuer's Principal Executive
          Offices:

     3103 Philmont Avenue
     Huntingdon Valley, Pennsylvania 19006

Item 2(a) Name of Person Filing:

     This statement is filed on behalf of Myron M. Kaplan ("Mr.
Kaplan").

     Mr. Kaplan is a private investor.

     Mr. Kaplan is a Member of Kaplan Nathan & Co., L.L.C.
("LLC"), a limited liability company  organized under the laws of
the State of Delaware.  LLC is a private investment firm formed
to invest in and act as general partner of an investment
partnership  organized under the laws of New York known as Kaplan
Nathan & Co., L.P. ("Kaplan Nathan").  Kaplan Nathan is a private
investment firm engaged in the purchase and sale of securities
for investment for its own account.

     As to Kaplan Nathan, Mr. Kaplan has shared power to dispose
or to direct the disposition of such Shares and to vote such
Shares.

Item 2(b) Address of Principal Business Office or, if None,
          Residence:

     The address of the principal business office of Mr.  Kaplan
is P.O. Box 385, Leonia, New Jersey 07605.

Item 2(c) Citizenship:

     Mr. Kaplan is a United States citizen;

Item 2(d) Title of Class of Securities:

     Common Stock $.01 par value  (the "Shares")

Item 2(e) CUSIP Number: 889478103


Item 3.   If this statement is filed pursuant to
          Sections 240.13d-1(b) or 240.13d-2(b)
          or (c):

          This Item 3 is not applicable.

Item 4.   Ownership:


Item 4(a) (b) Amount Beneficially Owned and Percent of Class:

          Mr.  Kaplan  may  be deemed  the  beneficial owner of
6,859,300 Shares which constitutes approximately 9.8% of the
total number of Shares outstanding. This is based on the Issuer's
Form 10-Q/A  for the quarterly period ended July 31, 2002 which
reflected 70,197,050 Shares outstanding as of September 6, 2002.
The total of 6,859,300 Shares consists of 6,559,300 Shares owned
by Mr. Kaplan and 300,000 Shares owned by Kaplan Nathan.


Item 4(c) Number of Shares as to which such person has:

     (i)  Sole power to vote or to direct the vote:

             6,559,300

     (ii) Shared power to vote or to direct the vote:

               300,000

(iii)Sole power to dispose or to direct the
     disposition of:

             6,559,300

(iv) Shared power to dispose or to direct the
     disposition of:

               300,000


Item 5.   Ownership of Five Percent or Less of a Class:

            This Item 5 is not applicable.

Item 6.   Ownership of More than Five Percent on Behalf of
          Another Person:

            This Item 6 is not applicable.

Item 7.   Identification and Classification of the Subsidiary
                    Which Acquired the Security Being Reported on by the
          Parent Holding Company:

               This Item 7 is not applicable.

Item 8.   Identification and Classification of Members
          of the Group:

               This Item 8 is not applicable.

Item 9.   Notice of Dissolution of Group:

               This item 9 is not applicable.

Item 10.  Certification:

          By signing below the undersigned certifies that, to the
best of his knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
Issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having
that purpose or effect.

                           SIGNATURES

After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.


DATED: January 21, 2003

MYRON M. KAPLAN

By /s/ ALAN M. STARK
  Alan M. Stark
  Attorney-in-Fact
Power of Attorney attached

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).



                        POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, MYRON M. KAPLAN, hereby
make, constitute and appoint ALAN M. STARK, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in
my personal capacity or (b) in my capacity as a Member of or in
other capacities with Kaplan Nathan & Co., L.L.C., all documents,
certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested
by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other
documents relating to ancillary thereto, including but not
limited to, all documents relating to filings with the United
States Securities and Exchange Commission (the "SEC") pursuant to
the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder,
including: (1) all documents relating to the beneficial ownership
of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without
limitation:  (A) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing
agreements pursuant to Rule 13d-1(f) and (c) any initial
statements of, or statements of changes in, beneficial ownership
of securities on Form 3, Form 4 or Form 5 and (2) any information
statements on Form 13F required to be filed with the SEC pursuant
to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.

This Power of Attorney shall be valid from the date hereof until
revoked by me.

IN WITNESS WHEREOF, I  have  executed  this  instrument as of the
7th day of January, 2000.



                                   /s/ Myron M. Kaplan
                                   MYRON M. KAPLAN