SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hartman Richard T.

(Last)

(First)

(Middle)

250 GIBRALTAR ROAD

(Street)

HORSHAM

19044

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2012

3. Issuer Name and Ticker or Trading Symbol
TOLL BROTHERS INC [ TOL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,706	I	401(k) Plan
Common Stock	27,460	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	12/21/2010⁽¹⁾	12/21/2013	Common Stock	3,333	$0	D
Restricted Stock Units	12/19/2012⁽²⁾	12/19/2012	Common Stock	1,360	$0	D
Restricted Stock Units	12/20/2011⁽³⁾	12/20/2014	Common Stock	3,333	$0	D
Stock Options (Right to Buy)	12/20/2003	12/20/2012	Common Stock	25,500	$10.525	D
Stock Options (Right to Buy)	12/20/2004	12/20/2013	Common Stock	36,000	$20.135	D
Stock Options (Right to Buy)	12/20/2011⁽⁴⁾	12/20/2020	Common Stock	10,000	$19.32	D
Stock Options (Right to Buy)	07/18/2008	12/20/2014	Common Stock	23,313	$18.92	D
Stock Options (Right to Buy)	12/20/2009⁽⁵⁾	12/20/2018	Common Stock	20,000	$21.7	D
Stock Options (Right to Buy)	12/20/2008	12/20/2017	Common Stock	20,000	$20.76	D
Stock Options (Right to Buy)	12/20/2010⁽⁶⁾	12/20/2019	Common Stock	10,000	$18.38	D
Stock Options (Right to Buy)	12/20/2012⁽⁷⁾	12/20/2021	Common Stock	30,000	$20.5	D
Stock Options (Right to Buy)	07/18/2008	12/20/2015	Common Stock	11,176	$18.92	D
Stock Options (Right to Buy)	07/18/2008	12/20/2016	Common Stock	18,310	$18.92	D

Explanation of Responses:

1. 1,666 vested as of 1/1/2012, 833 vest on 12/21/2012 and 834 on 12/21/2013. All 3,333 RSU's are distributable 30 days after 12/21/2013.

2. The RSU's are vested and will be distributed to the reporting person 30 days after the 4th anniversary of the grant date of 12/20/2008.

3. 833 vested as of 1/1/2012. 833 vest on 12/20/2012 and 12/20/2013. 834 vest on 12/20/2014. All 3,333 shares are distributable 30 days after 12/20/2014.

4. 2,500 exercisable as of 1/1/2012. 2,500 exercisable on 12/20/2012, 2013 and 2014.

5. 15,000 exercisable as of 1/1/2012, 5,000 exercisable on 12/20/2012

6. 5,000 exercisable as of 1/1/2012, 2,500 exercisable on 12/20/2012 and 12/20/2013

7. Exercisable 7,500 on 12/20/2012, 12/20/2013, 12/20/2014 and 12/20/2015.

	/s/Kathryn G. Flanagan,attorney-in-fact	01/05/2012
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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