8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 24, 2007

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09186	23-2416878
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 Gibraltar Road, Horsham, PA	19044
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 938-8000

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press release of Toll Brothers

Outline of guidance to be given by Toll Brothers., Inc.

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On May 24, 2007, Toll Brothers, Inc. issued a press release which contained Toll Brothers, Inc.’s results of operations for its three-month and six-month periods ended April 30, 2007, a copy of which release is attached hereto as Exhibit 99.1 to this report.

     The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01. REGULATION FD DISCLOSURE

     On May 24, 2007, Toll Brothers, Inc. will host a conference call for investors to discuss the results of operations for its three-month and six-month periods ended April 30, 2007, and to discuss the expected results of operations for the fiscal year ending October 31, 2007.

     A summary of the guidance to be given for its expected results of operations for the fiscal year ending October 31, 2007 is attached hereto as Exhibit 99.2 to this report.

     The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c). Exhibits.

     The following Exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit
No.	Item
99.1*	Press release of Toll Brothers, Inc. dated May 24, 2007 announcing its financial results for the three-month and six-month periods ended April 30, 2007.
99.2*	Outline of guidance to be given by Toll Brothers, Inc. on its conference call of May 24, 2007 related to the expected results of operations for the fiscal year ending October 31, 2007.

* Filed electronically herewith.

2

SIGNATURES

     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 hereunto duly authorized.

		TOLL BROTHERS, INC.
Dated: May 24, 2007	By:	Joseph R. Sicree
		Joseph R. Sicree
		Senior Vice President, Chief Accounting Officer

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE
May 24, 2007 CONTACT: Frederick N. Cooper (215) 938-8312
fcooper@tollbrothersinc.com
Joseph R. Sicree (215) 938-8045
jsicree@tollbrothersinc.com

TOLL BROTHERS REPORTS 2ND QTR 2007 EARNINGS RESULTS

Horsham, PA, May 24, 2007 — Toll Brothers, Inc. (NYSE:TOL) (www.tollbrothers.com), the nation’s leading builder of luxury homes, today reported results for net income, revenues, backlog and contracts for its second quarter and six months ended April 30, 2007.

FY 2007’s second-quarter net income was $36.7 million, or $0.22 per share diluted, compared to FY 2006’s second-quarter record of $174.9 million, or $1.06 per share diluted. In FY 2007, second-quarter net income was reduced by after-tax write-downs of $72.9 million, or $0.44 per share diluted. In FY 2006, second-quarter after-tax write-downs totaled $7.3 million, or $0.04 per share diluted. Excluding write-downs, FY 2007’s second-quarter earnings were $0.66 per share diluted compared to $1.10 in FY 2006’s second quarter.

FY 2007’s six-month net income was $91.0 million, or $0.55 per share diluted, compared to FY 2006’s same period record results of $338.8 million, or $2.04 per share diluted. In FY 2007, six-month net income was reduced by after-tax write-downs and a first-quarter goodwill impairment totaling $137.4 million, or $0.84 per share diluted. In FY 2006, six-month after-tax write-downs totaled $8.0 million, or $0.05 per share diluted. Excluding write-downs and the goodwill impairment charge, FY 2007’s six-month earnings were $1.39 per share diluted compared to $2.09 in FY 2006’s first six months.

FY 2007’s second-quarter total revenues were $1.17 billion compared to the second-quarter record of $1.44 billion in revenues in FY 2006. FY 2007’s six-month total revenues were $2.27 billion compared to the six-month record of $2.78 billion in FY 2006. FY 2007’s second-quarter-end backlog was $4.15 billion compared to the second-quarter record of $6.07 billion in FY 2006.

FY 2007’s second-quarter net signed contracts were $1.17 billion, a decline of 25% compared to FY 2006’s second-quarter total of $1.56 billion. The Company signed 2,031 contracts (before cancellations) in FY 2007’s second quarter, a 14% decline from the 2,372 signed in FY 2006’s second quarter. Net of cancellations, second-quarter contracts totaled 1,647 units, down 24% from 2,167 units in the second quarter of FY 2006. Second-quarter FY 2007 cancellations totaled 384 units versus 436 units in first-quarter FY 2007 and 585 units in fourth-quarter FY 2006; FY 2007’s second-quarter cancellation rate of 18.9% was lower than the first-quarter FY 2007 cancellation rate of 29.8% and the 36.9% cancellation rate in the fourth-quarter FY 2006. However, the cancellation rate was still well above the Company’s historical average of approximately 7%. FY 2007’s six-month net contracts were $1.92 billion compared to FY 2006’s six-month total of $2.70 billion.

*more*

In response to current market conditions, the Company continues to reevaluate and, in some cases, renegotiate its optioned land positions. The Company ended FY 2007’s second quarter with approximately 65,800 lots owned and optioned compared to approximately 91,200 and 68,000 at the second-quarter-ends of FY 2006 and FY 2005, respectively.

Robert I. Toll, chairman and chief executive officer, stated: “We continue to operate conservatively in the current difficult climate. We ended the quarter with over $550 million in cash (compared to about $400 million one year ago) and more than $1.1 billion available under our bank credit facility. In the past year we have trimmed our lot position by 28% from our high of 91,200 lots to our current 65,800 lots. We have reduced our net debt to capital ratio⁽¹⁾ to 32% today from 37% at FY 2006’s second-quarter-end. We believe our prudent approach to managing our balance sheet should position us well in this down market and provide us sufficient capital to take advantage of opportunities that may arise in the future.

“We continue to seek a balance between our short-term goal of selling homes in a tough market and maximizing the value of our communities. Many of our communities are on sites in locations that are difficult to replace and in markets where approvals are increasingly difficult to achieve. We believe that many of these communities have substantial embedded value, realizable in the future, that should not be sacrificed in the current soft market.

“In what generally remains a soft market, there are glimmers of strength in certain territories. Manhattan, Brooklyn and Queens in New York City, and Jersey City and Hoboken, are strong. Southern Connecticut and Dutchess County, New York are also good. The Philadelphia suburbs, and Delaware, are solid. Raleigh, Austin and Dallas are holding up well as are parts of Northern California, primarily around Silicon Valley.”

Joel Rassman, chief financial officer, stated: “Given the uncertainty surrounding sales paces, and market direction and, thus, the potential for and size of future impairments, we are not comfortable giving full earnings guidance at this time. However, we expect to deliver between 6,100 and 6,900 homes in FY 2007 and expect to produce total home building revenues (including percentage of completion revenues) of between $4.26 billion and $4.88 billion in FY 2007. For our third quarter, which ends July 31, 2007, we expect to deliver between 1,400 and 1,800 homes and produce home building revenues of between $990 million and $1.28 billion.”

Prior to its conference call this afternoon at 12:00 Noon (EDT), the Company will file a Form 8-K with the Securities and Exchange Commission outlining its guidance assumptions in greater detail.

⁽¹⁾   Net debt to capital is calculated as total debt minus mortgage warehouse loans minus cash divided by total debt minus mortgage warehouse loans minus cash plus stockholders’ equity.

*more*

Toll Brothers’ financial highlights for the second quarter and six-month periods ended April 30, 2007 (unaudited):

• FY 2007’s second-quarter net income was $36.7 million, or $0.22 per share diluted, compared to FY 2006’s second-quarter record of $174.9 million, or $1.06 per share diluted. In FY 2007, second-quarter net income included pre-tax write-downs of $119.7 million, or $0.44 per share diluted. $116.1 million of the write-downs were attributable to operating communities and owned land and $3.6 million was attributable to optioned land. In FY 2006, second-quarter pre-tax write-downs totaled $12.0 million. FY 2007 second-quarter earnings per share, including write-downs, declined 79% versus FY 2006; excluding write-downs, earnings were $0.66 per share diluted, down 40% versus FY 2006.

• FY 2007’s six-month net income was $91.0 million, or $0.55 per share diluted, compared to FY 2006’s six-month record of $338.8 million, or $2.04 per share diluted. In FY 2007, six-month net income included pre-tax write-downs and a goodwill impairment charge totaling $225.6 million, or $0.84 per share diluted. $199.1 million of the write-downs was attributable to operating communities and owned land and $17.5 million was attributable to optioned land, while $9 million was attributable to a goodwill impairment charge related to the Company’s 1999 purchase of the Silverman Companies in metro Detroit. In FY 2006, six-month pre-tax write-downs totaled $13.1 million. FY 2007 six-month earnings per share, including write-downs, declined 73% versus FY 2006; excluding write-downs and the impairment charge, earnings were $1.39 per share diluted, down 32% versus FY 2006.

• FY 2007’s second-quarter total revenues of $1.17 billion decreased 19% from FY 2006’s second-quarter revenues of $1.44 billion, the second-quarter record. FY 2007’s second-quarter home building revenues of $1.17 billion decreased 19% from FY 2006’s second-quarter home building revenues of $1.44 billion, the second-quarter record. Revenues from land sales totaled $2.0 million in FY 2007’s second quarter, compared to $2.1 million in FY 2006’s second quarter.

• FY 2007’s six-month total revenues of $2.27 billion decreased 19% from FY 2006’s six-month revenues of $2.78 billion, the six-month record. FY 2007’s six-month home building revenues of $2.26 billion decreased 19% from FY 2006’s six-month home building revenues of $2.78 billion, the six-month record. Revenues from land sales totaled $5.4 million in FY 2007’s first six months, compared to $6.8 million in the first six months of FY 2006.

• In addition, in the Company’s second quarter and first six months of FY 2007, unconsolidated entities in which the Company had an interest delivered $14.8 million and $35.4 million of homes, respectively, compared to $29.0 million and $81.0 million during the second quarter and first six months, respectively, of FY 2006. The Company’s share of profits from the delivery of these homes is included in “Equity Earnings from Unconsolidated Entities” on the Company’s Income Statement.

*more*

• In FY 2007, the Company’s second-quarter-end backlog of $4.15 billion decreased 32% from FY 2006’s second-quarter-end backlog of $6.07 billion, the second-quarter record. In addition, at the end of second quarter FY 2007, unconsolidated entities in which the Company had an interest had a backlog of $46.4 million.

• The Company’s FY 2007 second-quarter net contracts of $1.17 billion declined by 25% from FY 2006’s second-quarter contracts of $1.56 billion. In addition, in FY 2007’s second quarter, unconsolidated entities in which the Company had an interest signed contracts of $34.6 million.

• FY 2007’s six-month net contracts of $1.92 billion declined by 29% from FY 2006’s six-month total of $2.70 billion. In addition, in FY 2007’s six-month period, unconsolidated entities in which the Company had an interest signed contracts of $63.8 million.

Toll Brothers will be broadcasting live via the Investor Relations section of its website, www.tollbrothers.com, a conference call hosted by chairman and chief executive officer Robert I. Toll at 12:00 p.m. (EDT) today, May 24, 2007, to discuss these results and its outlook for the remainder of FY 2007. To access the call, enter the Toll Brothers website, then click on the Investor Relations page, and select “Conference Calls”. Participants are encouraged to log on at least fifteen minutes prior to the start of the presentation to register and download any necessary software. The call can be heard live with an on-line replay which will follow and continue through August 7, 2007.

Toll Brothers, Inc. is the nation’s leading builder of luxury homes. The Company began business in 1967 and became a public company in 1986. Its common stock is listed on the New York Stock Exchange under the symbol “TOL”. The Company serves move-up, empty-nester, active-adult and second-home home buyers and operates in 22 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, Texas, Virginia and West Virginia.

Toll Brothers builds luxury single-family detached and attached home communities, master planned luxury residential resort-style golf communities and urban low-, mid- and high-rise communities, principally on land it develops and improves. The Company operates its own architectural, engineering, mortgage, title, land development and land sale, golf course development and management, home security and landscape subsidiaries. The Company also operates its own lumber distribution, and house component assembly and manufacturing operations.

*more*

Toll Brothers, a FORTUNE 500 Company, is the only publicly traded national home building company to have won all three of the industry’s highest honors: America’s Best Builder from the National Association of Home Builders, the National Housing Quality Award, and Builder of the Year. Toll Brothers proudly supports the communities in which it builds; among other philanthropic pursuits, the Company sponsors the Toll Brothers — Metropolitan Opera International Radio Network, bringing opera to neighborhoods throughout the world. For more information, visit tollbrothers.com.

Certain information included herein and in other Company reports, SEC filings, verbal or written statements and presentations is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, information related to anticipated operating results, financial resources, changes in revenues, changes in profitability, changes in margins, changes in accounting treatment, interest expense, land-related write-downs, effects of home buyer cancellations, growth and expansion, anticipated income to be realized from our investments in unconsolidated entities, the ability to acquire land, the ability to gain approvals and to open new communities, the ability to sell homes and properties, the ability to deliver homes from backlog, the ability to secure materials and subcontractors, the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities in the future, industry trends, and stock market valuations. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company reports, SEC filings, statements and presentations. These risks and uncertainties include local, regional and national economic conditions, the demand for homes, domestic and international political events, uncertainties created by terrorist attacks, the effects of governmental regulation, the competitive environment in which the Company operates, fluctuations in interest rates, changes in home prices, the availability and cost of land for future growth, the availability of capital, uncertainties and fluctuations in capital and securities markets, changes in tax laws and their interpretation, legal proceedings, the availability of adequate insurance at reasonable cost, the ability of customers to finance the purchase of homes, the availability and cost of labor and materials, and weather conditions.

*more*

TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)

	April 30,			October 31,
	2007			2006
	(Unaudited)
ASSETS
Cash and cash equivalents	$	553,126		$	632,524
Inventory		6,137,473			6,095,702
Property, construction and office equipment, net		93,137			99,089
Receivables, prepaid expenses and other assets		135,531			160,446
Contracts receivable		74,667			170,111
Mortgage loans receivable		145,705			130,326
Customer deposits held in escrow		50,234			49,676
Investments in and advances to unconsolidated entities		234,306			245,667
	$	7,424,179		$	7,583,541
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Loans payable	$	715,066		$	736,934
Senior notes		1,141,736			1,141,167
Senior subordinated notes		350,000			350,000
Mortgage company warehouse loan		133,014			119,705
Customer deposits		326,206			360,147
Accounts payable		272,722			292,171
Accrued expenses		750,403			825,288
Income taxes payable		180,838			334,500
Total liabilities		3,869,985			4,159,912
Minority interest		7,763			7,703
Stockholders’ equity
Preferred stock, none issued
Common stock		1,563			1,563
Additional paid-in capital		233,130			220,783
Retained earnings		3,354,280			3,263,274
Treasury stock		(42,542	)		(69,694	)
Total stockholders’ equity		3,546,431			3,415,926
	$	7,424,179		$	7,583,541

*more*

TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)

	Six months ended				Three months ended
	April 30,				April 30,
	2007		2006		2007		2006
Revenues:
Traditional home sales	$	2,178,395	$	2,679,187	$	1,124,259	$	1,400,478
Percentage of completion		81,522		97,524		48,437		39,955
Land sales		5,371		6,778		1,981		2,100
		2,265,288		2,783,489		1,174,677		1,442,533
Costs of revenues:
Traditional home sales		1,788,169		1,860,634		941,766		976,543
Percentage of completion		63,260		78,524		37,363		31,178
Land sales		2,764		5,939		1,727		2,103
Interest		49,137		58,629		26,494		29,875
		1,903,330		2,003,726		1,007,350		1,039,699
Selling, general and administrative		264,577		281,224		130,367		142,046
Goodwill impairment		8,973
Income from operations		88,408		498,539		36,960		260,788
Other:
Equity earnings from unconsolidated entities		11,527		29,393		4,735		12,824
Interest and other		46,758		22,293		17,798		10,966
Income before income taxes		146,693		550,225		59,493		284,578
Income taxes		55,687		211,438		22,803		109,641
Net income	$	91,006	$	338,787		36,690	$	174,937
Earnings per share:
Basic	$	0.59	$	2.19	$	0.24	$	1.13
Diluted	$	0.55	$	2.04	$	0.22	$	1.06
Weighted average number of shares:
Basic		154,464		154,919		154,716		154,763
Diluted		164,171		166,377		164,294		165,727
Additional information:
Interest incurred	$	68,272	$	66,655	$	34,121	$	33,640
Depreciation and amortization	$	16,806	$	15,326	$	8,440	$	8,213
Interest expense by source of revenue:
Traditional home sales	$	46,029	$	55,346	$	24,292	$	28,516
Percentage of completion		2,999		2,545		2,094		1,128
Land sales		109		738		108		231
	$	49,137	$	58,629	$	26,494	$	29,875

*more*

Toll Brothers operates in four geographic segments:

North:	Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New Jersey, New York, Ohio (2006 only) and Rhode Island
Mid-Atlantic:	Delaware, Maryland, Pennsylvania, Virginia and West Virginia
South:	Florida, North Carolina, South Carolina and Texas
West:	Arizona, California, Colorado and Nevada

	Three Months Ended				Three Months Ended
	April 30,				April 30,
	Units				$ (Millions)
HOME BUILDING REVENUES	2007		2006		2007		2006
TRADITIONAL PRODUCT
North		325		466	$	215.2	$	307.6
Mid-Atlantic		534		687		333.2		454.6
South		467		486		268.7		260.9
West		360		424		307.1		377.4
Total		1,686		2,063	$	1,124.2	$	1,400.5
PERCENTAGE OF COMPLETION(2)
North					$	32.2	$	22.5
South						15.0		15.2
West								2.3
Total		—		—	$	47.2	$	40.0
TOTAL
North		325		466	$	247.4	$	330.1
Mid-Atlantic		534		687		333.2		454.6
South		467		486		283.7		276.1
West		360		424		307.1		379.7
Total consolidated		1,686		2,063		1,171.4		1,440.5
Unconsolidated entities		23		45		14.8		29.0
		1,709		2,108	$	1,186.2	$	1,469.5
CONTRACTS
TRADITIONAL PRODUCT(1)
North		503		534	$	355.9	$	372.7
Mid-Atlantic		536		648		346.0		414.3
South		285		472		164.6		280.2
West		309		490		291.2		471.0
Total		1,633		2,144	$	1,157.7	$	1,538.2
PERCENTAGE OF COMPLETION
North		13		19	$	10.1	$	14.5
South		1		4		1.2		11.5
Total		14		23	$	11.3	$	26.0
TOTAL
North		516		553	$	366.0	$	387.2
Mid-Atlantic		536		648		346.0		414.3
South		286		476		165.8		291.7
West		309		490		291.2		471.0
Total consolidated		1,647		2,167		1,169.0		1,564.2
Unconsolidated entities		48		25		34.6		15.9
		1,695		2,192	$	1,203.6	$	1,580.1

*more*

	April 30,				April 30,
	Units				$ (Millions)
BACKLOG	2007		2006		2007			2006
TRADITIONAL PRODUCT(1)
North		1,671		1,838	$	1,262.2		$	1,309.3
Mid-Atlantic		1,424		2,201		955.6			1,464.3
South		1,218		2,165		677.5			1,206.0
West		1,219		2,165		1,149.4			1,877.9
Total		5,532		8,369	$	4,044.7		$	5,857.5
PERCENTAGE OF COMPLETION(2)
North		193		294	$	124.5		$	196.1
South		21		76		51.7			114.3
Less revenue recognized on units remaining in backlog						(74.1	)		(97.6	)
Total		214		370	$	102.1		$	212.8
TOTAL
North		1,864		2,132	$	1,386.7		$	1,505.4
Mid-Atlantic		1,424		2,201		955.6			1,464.3
South		1,239		2,241		729.2			1,320.3
West		1,219		2,165		1,149.4			1,877.9
Less revenue recognized on units remaining in backlog						(74.1	)		(97.6	)
Total consolidated		5,746		8,739		4,146.8			6,070.3
Unconsolidated entities		68		12		46.4			7.7
		5,814		8,751	$	4,193.2		$	6,078.0

*more*

	Six Months Ended				Six Months Ended
	April 30,				April 30,
	Units				$ (Millions)
HOME BUILDING REVENUES	2007		2006		2007		2006
TRADITIONAL PRODUCT
North		612		883	$	406.8	$	579.2
Mid-Atlantic		1,046		1,276		662.3		848.1
South		870		956		501.8		514.6
West		717		827		607.5		737.3
Total		3,245		3,942	$	2,178.4	$	2,679.2
PERCENTAGE OF COMPLETION(2)
North					$	51.7	$	62.2
South						28.5		33.1
West								2.3
Total		—		—	$	80.2	$	97.6
TOTAL
North		612		883	$	458.5	$	641.4
Mid-Atlantic		1,046		1,276		662.3		848.1
South		870		956		530.3		547.7
West		717		827		607.5		739.6
Total consolidated		3,245		3,942		2,258.6		2,776.8
Unconsolidated entities		50		144		35.4		81.0
		3,295		4,086	$	2,294.0	$	2,857.8
CONTRACTS
TRADITIONAL PRODUCT(1)
North		843		910	$	632.2	$	652.1
Mid-Atlantic		865		1,117		553.2		733.0
South		497		803		283.0		483.7
West		431		838		420.6		790.2
Total		2,636		3,668	$	1,889.0	$	2,659.0
PERCENTAGE OF COMPLETION
North		37		39	$	25.3	$	28.9
South		1		4		3.4		16.2
Total		38		43	$	28.7	$	45.1
TOTAL
North		880		949	$	657.5	$	681.0
Mid-Atlantic		865		1,117		553.2		733.0
South		498		807		286.4		499.9
West		431		838		420.6		790.2
Total consolidated		2,674		3,711		1,917.7		2,704.1
Unconsolidated entities		93		53		63.8		32.7
		2,767		3,764	$	1,981.5	$	2,736.8

*more*

⁽¹⁾   Traditional contracts and backlog include certain projects that have extended sales and construction cycles. Information related to these projects’ contracts signed in the three-month and six-month periods ended April 30, 2007 and 2006, and the backlog of undelivered homes at April 30, 2007 and 2006 are provided below:

Contracts – Three Months Ended April 30,

	2007		2006		2007		2006
	Units		Units		$(Mill)		$(Mill)
North		151		52	$	137.0	$	50.4
Mid-Atlantic		8		5		3.6		1.7
West		1		11		0.6		8.2
Total		160		68	$	141.2	$	60.3

Contracts – Six Months Ended April 30,

	2007		2006		2007		2006
	Units		Units		$(Mill)		$(Mill)
North		274		163	$	277.0	$	152.4
Mid-Atlantic		9		18		4.0		7.0
West		2		16		1.0		12.2
Total		285		197	$	282.0	$	171.6

Backlog at April 30,

	2007		2006		2007		2006
	Units		Units		$(Mill)		$(Mill)
North		530		179	$	521.0	$	168.0
Mid-Atlantic		67		48		27.5		19.9
West		28		23		19.2		17.7
Total		625		250	$	567.7	$	205.6

⁽²⁾   Percentage of Completion Deliveries: During the three-month and six month periods ended April 30, 2007, the Company delivered units which it accounted for using the percentage of completion accounting method. The table below provides information related to those deliveries:

Deliveries for the three-month period ended April 30,

	2007		2006		2007		2006
	Units		Units		$(Mill)		$(Mill)
North		108			$	75.0
South		56				65.7
Total		164		—	$	140.7		—

Deliveries for the six-month period ended April 30,

	2007		2006		2007		2006
	Units		Units		$ (MILL)		$ (MILL)
North		160			$	111.3
South		56				65.7
Total		216		—	$	177.0		—

###

EX-99.2

Exhibit 99.2

FINANCIAL GUIDANCE

In our second quarter 2007 Earnings Conference Call to be held at 12:00 Noon (EDT) on May 24, 2007, we will provide the following guidance regarding our expected results of operations for our fiscal year ending October 31, 2007. These forecasts are subject to many risks, uncertainties and assumptions and may vary significantly from the actual results, as further noted below. Information with respect to quarterly data is subject to even greater fluctuation and risk. We undertake no obligation to publicly update the information provided due to changes in economic conditions, future events or otherwise. However, any further disclosures made on related subjects in our subsequent filings, releases or presentations should be consulted. We suggest that you listen to the conference call in its entirety. The conference call in its entirety can be heard via the Investor Relations portion of our website, www.tollbrothers.com, until August 7, 2007.

For ease of reference, we have included the actual results for fiscal 2006 and the first and second quarters of fiscal 2007. The columns designated as “Low” and “High” represents the low and high ends of the ranges for unit deliveries of homes, average delivered price of homes, land sales revenues, percentage of completion revenues, cost of revenue by line as a percentage of the applicable revenue and selling, general and administrative expenses (“SG&A”) as a percentage of total revenues expected for fiscal 2007. We expect that the actual results of operations before inventory write-offs will be somewhere between the low end and the high end of the ranges provided. Due to the uncertain economic conditions in the homebuilding industry, we do not believe that we can give a reasonable forecast of future inventory write-downs for the remainder of fiscal 2007.

Unit deliveries of homes, average delivered price of homes, land sales and percentage of completion revenues in fiscal 2007 are expected to be:

Revenues

     Traditional home sales

     Unit deliveries

	2006		2007		2007 Estimated
	Actual		Actual		Low		High
Quarter ended January 31		1,879		1,559
Quarter ended April 30		2,063		1,686
Quarter ending July 31		2,157				1,400		1,800
Quarter ending October 31		2,502				1,450		1,850
Year		8,601				6,100		6,900

     Average delivered price

	2006		2007		2007 Estimated
	Actual		Actual		Low		High
Quarter ended January 31	$	680,526	$	676,162
Quarter ended April 30	$	678,855	$	666,820
Quarter ending July 31	$	690,267			$	665,000	$	675,000
Quarter ending October 31	$	710,263			$	680,000	$	690,000
Year	$	691,218			$	670,000	$	680,000

     Percentage of completion revenues (in thousands)

	2006		2007		2007 Estimated
	Actual		Actual		Low		High
Quarter ended January 31	$	57,569	$	33,085
Quarter ended April 30	$	39,955		48,437
Quarter ending July 31	$	41,163			$	55,000	$	60,000
Quarter ending October 31	$	31,424			$	40,000	$	45,000
Year	$	170,111			$	175,000	$	185,000

1

     Land sales (in thousands)

	2006		2007		2007 Estimated
	Actual		Actual		Low		High
Quarter ended January 31	$	4,678	$	3,390
Quarter ended April 30	$	2,100		1,981
Quarter ending July 31	$	1,145			$	5,000	$	5,000
Quarter ending October 31	$	250			$	2,500	$	2,250
Year	$	8,173			$	12,900	$	12,900

Cost of revenues for home sales before inventory write-offs, land sales and percentage of completion revenues as a percentage of the applicable revenues, and interest as a percentage of total revenues in fiscal 2007 are expected to be:

Cost of revenues before inventory write-offs

     Traditional home sales

	2006			2007			2007 Estimated
	Actual			Actual			Low			High
Quarter ended January 31		69.05	%		71.10	%
Quarter ended April 30		68.87	%		73.12	%
Quarter ending July 31		69.06	%					76.50	%		75.90	%
Quarter ending October 31		69.52	%					77.25	%		76.50	%
Year		69.15	%					74.40	%		74.30	%

     Percentage of completion

	2006			2007			2007 Estimated
	Actual			Actual			Low			High
Quarter ended January 31		82.24	%		78.28	%
Quarter ended April 30		78.03	%		77.14	%
Quarter ending July 31		77.73	%					80.00	%		80.00	%
Quarter ending October 31		69.21	%					80.00	%		80.00	%
Year		77.75	%					79.00	%		79.00	%

     Land sales

	2006			2007			2007 Estimated
	Actual			Actual			Low			High
Quarter ended January 31		82.00	%		30.60	%
Quarter ended April 30		100.14	%		87.18	%
Quarter ending July 31		78.86	%					80.00	%		80.00	%
Quarter ending October 31		62.05	%					85.00	%		85.00	%
Year		85.61	%					69.00	%		69.00	%

Cost of revenues — write-offs

	2006			2007			2007 Estimated
	Actual			Actual			Low		High
Quarter ended January 31		0.09	%		9.19	%
Quarter ended April 30		0.86	%		10.65	%
Quarter ending July 31		1.60	%					*		*
Quarter ending October 31		6.47	%					*		*
Year		2.56	%					*		*

   * Due to the uncertain economic conditions in the homebuilding industry, we do not believe that we can give a reasonable forecast of future inventory write-downs for the remainder of fiscal 2007.

2

Cost of revenues — interest

	2006			2007			2007 Estimated
	Actual			Actual			Low			High
Quarter ended January 31		2.14	%		2.08	%
Quarter ended April 30		2.07	%		2.26	%
Quarter ending July 31		1.95	%					2.20	%		2.20	%
Quarter ending October 31		1.85	%					2.20	%		2.20	%
Year		1.99	%					2.20	%		2.20	%

Selling, general and administrative expenses as a percentage of total revenues in fiscal 2007 are expected to be:

	2006			2007			2007 Estimated
	Actual			Actual			Low			High
Quarter ended January 31		10.38	%		12.31	%
Quarter ended April 30		9.85	%		11.10	%
Quarter ending July 31		9.67	%					12.00	%		11.60	%
Quarter ending October 31		7.96	%					11.50	%		11.10	%
Year		9.36	%					11.70	%		11.50	%

Goodwill Impairment

The Company recognized a $9.0 million impairment charge in the three-month period ended January 31, 2007.

Income from unconsolidated entities for fiscal 2007 is expected to be approximately (in thousands):

	2006		2007		2007
	Actual		Actual		Estimated
Quarter ended January 31	$	16,569	$	6,792
Quarter ended April 30	$	12,824	$	4,735
Quarter ending July 31	$	7,269			$	3,000
Quarter ending October 31	$	11,699			$	4,000
Year	$	48,360			$	18,500

Interest and other income for fiscal 2007 is expected to be approximately (in thousands):

	2006		2007		2007
	Actual		Actual		Estimated
Quarter ended January 31	$	11,327	$	28,960
Quarter ended April 30	$	10,966	$	17,798
Quarter ending July 31	$	9,699			$	9,000
Quarter ending October 31	$	20,672			$	8,000
Year	$	52,664			$	63,500

3

Our income before inventory write-offs and income taxes for fiscal 2007 is expected to be approximately (in thousands):

	2006		2007		2007 Estimated
	Actual		Actual		Low		High
Quarter ended January 31	$	266,777	$	184,101
Quarter ended April 30	$	296,593	$	179,204
Quarter ending July 31	$	309,085			$	102,063	$	141,175
Quarter ending October 31	$	406,202			$	103,786	$	145,261
Year	$	1,278,661			$	565,800	$	651,800

Our effective income tax rate for fiscal 2007 is expected to be approximately:

	2006			2007			2007
	Actual			Actual			Estimated
Quarter ended January 31		38.32	%		37.71	%
Quarter ended April 30		38.53	%		38.33	%		39.00	%
Quarter ending July 31		38.78	%					39.00	%
Quarter ending October 31		40.31	%					39.00	%
Year		39.00	%					38.60	%

We estimate that the share count for determining diluted earnings per share for fiscal 2007 will be approximately (in thousands):

	2006		2007		2007
	Actual		Actual		Estimated
		(in thousands)
Quarter ended January 31		167,027		164,048
Quarter ended April 30		165,727		164,294
Quarter ending July 31		163,514				164,600
Quarter ending October 31		163,139				164,600
Year		164,852				164,400

Net Income and Earnings per Share

Because we cannot reasonably forecast future inventory write-downs, we cannot provide guidance on income before income taxes, net income and earnings per share. However, based on our estimated effective tax rate and our estimated weighted average number of diluted shares outstanding, diluted earnings per share would be impacted approximately $0.037 per share for each $10 million of inventory write-down.

FORWARD LOOKING STATEMENT

Certain information included herein and in other Company reports, SEC filings, verbal or written statements and presentations is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, information related to anticipated operating results, financial resources, changes in revenues, changes in profitability, changes in margins, changes in accounting treatment, interest expense, land-related write-downs, effects of home buyer cancellations, growth and expansion, anticipated income to be realized from our investments in unconsolidated entities, the ability to acquire land, the ability to gain approvals and to open new communities, the ability to sell homes and properties, the ability to deliver homes from backlog, the ability to secure materials and subcontractors, the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities in the future, industry trends, and stock market valuations. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company reports, SEC filings, statements and presentations. These risks and uncertainties include local, regional and national economic

4

conditions, the demand for homes, domestic and international political events, uncertainties created by terrorist attacks, the effects of governmental regulation, the competitive environment in which the Company operates, fluctuations in interest rates, changes in home prices, the availability and cost of land for future growth, the availability of capital, uncertainties and fluctuations in capital and securities markets, changes in tax laws and their interpretation, legal proceedings, the availability of adequate insurance at reasonable cost, the ability of customers to finance the purchase of homes, the availability and cost of labor and materials, and weather conditions.

5