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)
3103 PHILMONT AVENUE
(Street)
HUNTINGDON VALLEY PA 19006
(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)
12/17/2003
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 12/17/2003 G V 1,650 D $0 5,127,665 D
Common Stock 12/21/2003 M 199,920 A $0 5,327,585 D
Common Stock 6,075,962 I Entities wholly owned by reporting person
Common Stock 1,132 I 401(k) Plan
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) $5.4375 01/30/1996 01/29/2005 Common Stock 320,000 320,000 D
Stock Options (Right to buy) $8.5625 11/01/1997 11/01/2006 Common Stock 100,000 100,000 D
Stock Options (Right to buy) $8.6563 01/29/1997 01/28/2006 Common Stock 86,000 86,000 D
Stock Options (Right to buy) $8.75 12/20/1999 12/20/2009 Common Stock 1,500,000 1,500,000 D
Stock Options (Right to buy) $9 11/01/1996 10/31/2005 Common Stock 60,000 60,000 D
Stock Options (Right to buy) $9.75 03/14/1997 03/14/2007 Common Stock 85,000 85,000 D
Stock Options (Right to buy) $9.875 12/30/1996 12/30/2006 Common Stock 92,500 92,500 D
Stock Options (Right to buy) $11.1563 12/30/1998 12/30/2008 Common Stock 95,000 95,000 D
Stock Options (Right to buy) $11.4375 12/20/1999 12/20/2008 Common Stock 500,000 500,000 D
Stock Options (Right to buy) $11.5313 11/03/1998 11/03/2007 Common Stock 100,000 100,000 D
Stock Options (Right to buy) $12 11/02/1999 11/02/2008 Common Stock 100,000 100,000 D
Stock Options (Right to buy) $13.7188 12/30/1997 12/30/2007 Common Stock 480,000 480,000 D
Stock Options (Right to buy) $14.75 03/13/1998 03/13/2008 Common Stock 125,000 125,000 D
Stock Options (Right to buy) $19.3125 12/20/2001 12/20/2010 Common Stock 500,000 500,000 D
Stock Options (Right to buy) $21.05 12/20/2003 12/20/2012 Common Stock 250,000 250,000 D
Stock Options (Right to buy) $21.76 12/20/2002 12/20/2011 Common Stock 500,000 500,000 D
Stock Options (Right to buy) $40.27 12/20/2003 A 250,000 12/20/2004 12/20/2013 Common Stock 250,000(1) $0 250,000 D
Phantom Stock $0 12/21/2003 M 199,920 12/13/2003 12/13/2003 Common Stock 199,920 $0 240,082(2) D
Phantom Stock $0 01/18/2004 01/18/2004 Common Stock 40,162 40,162 D
Phantom Stock $0 10/22/2004 10/22/2004 Common Stock 44,973 44,973 D
Phantom Stock $0 12/12/2004 12/12/2004 Common Stock 471,099 471,099 D
Explanation of Responses:
1. Exercisable 25% on 12/20/2004,12/20/2005,12/20/2006 and 12/20/2007
2. The exercisable date and expiration date of the remaining balance is 12/21/2005
Kathryn G. Flanagan,Attorney-in-Fact 12/23/2003
** 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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