CORRESP 1 filename1.txt Mark K. Kessler Direct Dial: (215) 977-2576 Direct Fax: (215) 405-2576 E-mail: mkessler@wolfblock.com January 19, 2006 VIA EDGAR AND OVERNIGHT DELIVERY -------------------------------- Pamela A. Long Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Mail Stop 7010 Washington, D.C. 20549-7010 RE: TOLL BROTHERS FINANCE CORP. AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-4 FILED JANUARY 13, 2006 FILE NO. 333-128683 FORM 10-K FOR FISCAL YEAR ENDED OCTOBER 31, 2004 FILED JANUARY 13, 2005 FILE NO. 1-9186 ------------------ Dear Ms. Long: We are counsel to Toll Brothers, Inc. (the "Company"). This letter sets forth the responses provided by the Company to the comments in your letter to the Company, dated January 19, 2006. The comments in your letter relate to Toll Brothers Finance Corp.'s Registration Statement on Form S-4, as amended by Amendment No. 2 filed January 13, 2006 (the "Registration Statement") and the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2004, as identified in the caption above. On behalf of the Company and its 100% owned subsidiaries, Toll Brothers Finance Corp. and the additional registrants included on the Registration Statement, we are providing you supplementally with four copies of this letter which is keyed to your comments. Cherry Hill, NJ o Harrisburg, PA o New York, NY o Norristown, PA o Philadelphia, PA o Roseland, NJ o Wilmington, DE WolfBlock Government Relations: Harrisburg, PA and Washington, DC Wolf, Block, Schorr and Solis-Cohen LLP, a Pennsylvania Limited Liability Partnership
Pamela A. Long January 19, 2006 Page 2 FORM 10-K FOR FISCAL YEAR ENDED OCTOBER 31, 2005 ------------------------------------------------ ITEM 9A. CONTROLS AND PROCEDURES, PAGE 30 ----------------------------------------- We also note your statements that "[a] control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met" and "no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected." Please confirm to us supplementally, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that your chief executive officer and chief financial officer concluded that your disclosure controls and procedures are effective at that reasonable assurance level. In the alternative, remove the reference to the level of assurance of your disclosure controls and procedures. Please refer to Section II.F.4 of Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at . Please note this guidance and make appropriate disclosures in your subsequent periodic reports. The Company confirms that its disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the Company's chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level. We trust that the above fully responds to your questions and comments. If you have any additional questions or comments, please contact me at your earliest convenience. Sincerely, Mark K. Kessler Mark K. Kessler For WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP Enclosures MKK/ka cc: Don H. Liu, General Counsel Joseph R. Sicree, Chief Accounting Officer