8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 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): March 16, 2004

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                               Toll Brothers, Inc.
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               (Exact Name of Registrant as Specified in Charter)

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

 3103 Philmont Avenue, Huntingdon Valley, PA                19006
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 (Address of Principal Executive Offices)                 (Zip Code)


       Registrant's telephone number, including area code: (215) 938-8000
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Item 5. Other Events and Required FD Disclosure

         On March 16, 2004, Toll Brothers, Inc. issued a press release
announcing the redemption on April 15, 2004 of all of the outstanding $170
million of Toll Corp.'s 8 1/8% Senior Subordinated Notes due 2009 at 104.063% of
principal amount plus accrued interest. The redemption will result in a pre-tax
charge in the Company's second quarter of fiscal 2004 of approximately $7.8
million or $.06 per share (diluted). A copy of the release is attached hereto
as Exhibit 99.1 to this report.

    This report is being filed solely for the purpose of filing the
aforementioned press release filed as Exhibit 99.1.


Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c). Exhibits.

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

Exhibit
No.                 Item
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99.1*    Press release of Toll Brothers, Inc. dated March 16, 2004 announcing
         the redemption of its 8 1/8 Senior Subordinated Notes due 2009.




* 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: March 16, 2004                             By: Joseph R. Sicree
                                                  ------------------------
                                                  Joseph R. Sicree
                                                  Vice President, Chief
                                                  Accounting Officer

EX-99.1

FOR IMMEDIATE RELEASE               CONTACT: Frederick N. Cooper (215) 938-8312
March 16, 2004                                      fcooper@tollbrothersinc.com
                                                Joseph R. Sicree (215) 938-8045
                                                    jsicree@tollbrothersinc.com


               TOLL BROTHERS ANNOUNCES REDEMPTION OF 8 1/8% SENIOR
                           SUBORDINATED NOTES DUE 2009

Huntingdon Valley, PA, March 16, 2004 -- Toll Brothers, Inc. (NYSE: TOL), today
announced that on April 15, 2004, it will redeem all of its $170 million of Toll
Corp. 8 1/8% Senior Subordinated Notes due 2009 at 104.063% of principal amount
plus accrued interest. The redemption will result in a pre-tax charge in the
Company's second quarter of fiscal 2004 of approximately $7.8 million or $.06
per share (diluted). The charge represents the call premium and the write-off of
unamortized debt issuance costs.

On March 16, 2004, the Company completed an offering of $300 million of 4.95 %
Senior Notes due March 15, 2014. The Company will use the proceeds of that
offering to redeem the 8 1/8% Senior Subordinated Notes outstanding and for
general corporate purposes including working capital requirements. The 4.95%
Senior Notes were issued in a Rule 144A transaction; they have not and will not
be registered under the Securities Act of 1933, as amended (the "Securities
Act"), and unless so registered, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the 4.95% Senior
Notes in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state.
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