SEC FORM 4

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 BRUCE E

(Last)

(First)

(Middle)

3103 PHILMONT AVENUE

(Street)

HUNTINGDON VALLEY

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								3,601,150	D
Common Stock	12/13/2004		S		500,000	D	$63.0269⁽¹⁾	2,365,552	I	Entities wholly owned by the reporting person
Common Stock								1,201	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	$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)	$11.5313							11/03/1998	11/03/2007	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)	$14.5							03/05/1998	03/05/2008	Common Stock	185,000		185,000	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	30,000		30,000	D
Stock Options (Right to buy)	$21.05							12/20/2003	12/20/2012	Common Stock	15,500		15,500	D
Stock Options (Right to buy)	$21.76							12/20/2001	12/20/2011	Common Stock	31,000		31,000	D
Stock Options (Right to buy)	$40.27							12/20/2004	12/20/2013	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Average sales price-Actual sale prices ranged from $62.75 to $63.23

	Kathryn G. Flanagan, Att'y in Fact	12/14/2004
	** 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).
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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