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):    June 13, 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

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:

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))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

AMENDMENT TO ADVISORY AND NON-COMPETITION AGREEMENT

On June 13, 2007, Toll Brothers, Inc. (the “Company”) and Mr. Bruce E. Toll executed an Advisory and Non-Competition Agreement Amendment (the “Amendment”), which amends the Advisory and Non-Competition Agreement between the Company and Mr. Toll, effective November 1, 2004 (the “Agreement”). The Agreement provides, among other things, that (a) the Company will employ Mr. Toll as Special Advisor to the Chairman for a period of three years at compensation of $675,000 per year, (b) he will be paid $675,000 for each of three years following the term (or termination) of the Agreement so long as he does not violate certain non-competition and other provisions, and (c) he will be entitled to group health insurance of the type and amount currently being provided to Company executives. The Agreement is scheduled to expire on October 31, 2007; the Amendment extends the term of the Agreement until October 31, 2010. Except for a technical correction, the Amendment does not change or alter any other provisions of the Agreement. The foregoing description is qualified in its entirety by reference to the provisions of the Amendment a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibit is filed as part of this Current Report on Form 8-K:

EXHIBIT NO.:	DESCRIPTION
10.1*	Advisory and Non-Competition Agreement Amendment, dated as of June 13, 2007, between Toll Brothers, Inc. and Bruce E. Toll

* filed electronically herewith.

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: June 18, 2007	By:	Joseph R. Sicree
		Joseph R. Sicree
		Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
	10.1	Advisory and Non-Competition Agreement Amendment, dated as of June 13, 2007, between Toll Brothers, Inc. and Bruce E. Toll.

EX-10.1

EXHIBIT 10.1

ADVISORY AND NON-COMPETITION AGREEMENT AMENDMENT

     This Advisory and Non-Competition Agreement Amendment (this “Amendment”), dated as of June 13, 2007, is by and between Toll Brothers, Inc.(the “Company”) and Bruce E. Toll (“BET”). This Amendment amends the Advisory and Non-Competition Agreement, dated as of November 1, 2004, by and between the Company and BET (the “Advisory Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Advisory Agreement.

     WHEREAS, BET, a founder of the Company, was employed by the Company for many years as its President, Chief Operating Officer and Secretary and in various capacities with respect to the Company’s subsidiaries, and, more recently, has been and continues to be retained under the Advisory Agreement.

     WHEREAS, BET’s Term under the Advisory Agreement expires as of October 31, 2007.

     WHEREAS, the Company desires to have the valuable and special knowledge, expertise and services of BET available to the Company on a continuing basis after expiration of the Advisory Agreement, and the Company further desires that BET preserve the Company’s confidences and not compete with the Company upon termination of his services under the Advisory Agreement, this Amendment or otherwise.

     WHEREAS, in recognition of BET’s continuing contributions to the Company and in exchange for BET’s covenants contained in the Advisory Agreement and herein, the Company desires to amend the Advisory Agreement to extend the Term.

     NOW, therefore, in consideration of the mutual obligations and promises contained herein, and intending to be legally bound, Company and BET hereby agree as follows:

     1. Effective November 1, 2007, Paragraph 2, “Services; Term, and Title”, will be revised in its entirety to read:

“2. Services, Term and Title. During the three (3) year period commencing November 1, 2007 and ending October 31, 2010 (hereinafter “Term”, which shall include any written extensions), the Company agrees to employ BET as follows: BET agrees to make himself available to the Company and, in particular, to the Chairman of the Board and Chief Executive Officer of the Company (“Chairman”), on a reasonable basis and at reasonable times and places so as not to interfere with BET’s other business interests, to consult with the Company and the Chairman concerning matters within his knowledge or expertise. BET’s services shall, among other things, include providing advice, assistance, information and recommendations with regard to suitable investments to be made by the Company relating to or compatible with the real estate industry. BET’s title, in connection with his services hereunder, shall be Special Advisor to the Chairman.

     2. In all other respects, the Advisory Agreement is continued in full force and effect, except that the reference to the date “June 6, 2000,” in line one of paragraph 12(d) of the Advisory Agreement shall be corrected to “March 5, 1998.”

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

     IN WITNESS WHEREOF, with the intention of being legally bound, BET and the Company hereby execute this Agreement as of the date first set forth above.

TOLL BROTHERS, INC.
By:	Joel H. Rassman
	Name:	Joel H. Rassman
	Title:	Executive Vice President and Chief Financial Officer
Bruce E. Toll
BRUCE E. TOLL

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