8-K

UNITED STATES
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: September 28, 2009
(Date of earliest event reported)

TOLL BROTHERS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-09186	23-2416878
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

250 Gibraltar Road
Horsham, PA 19044
(Address of principal executive offices and zip code)

(215) 938-8000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TOLL BROTHERS, INC.
FORM 8-K

Item 8.01 Other Events.

     On September 28, 2009, Toll Brothers, Inc. (the “Company”) issued a press release announcing the preliminary results of a previously announced tender offer (the “offer”) by Toll Brothers Finance Corp., Inc., the Company’s wholly-owned subsidiary, to purchase for cash up to $150 million in aggregate principal amount of its 6.875% Senior Notes due 2012 and 5.95% Senior Notes due 2013 (collectively, the “Notes”) and an amendment to the terms of the offer. The amendment increases the maximum aggregate principal amount of Notes subject to the offer from $150 million to $200 million. All other terms of the offer remain unchanged. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

99.1 Press Release of Toll Brothers, Inc. issued September 28, 2009.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOLL BROTHERS, INC. (Registrant)
By:	/s/ Joseph R. Sicree
	Joseph R. Sicree
	Senior Vice President, Chief Accounting Officer

Date: September 29, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Toll Brothers, Inc. issued September 28, 2009.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT: Frederick N. Cooper (215) 938-8312
September 28, 2009	fcooper@tollbrothersinc.com
	Joseph R. Sicree (215) 938-8045
	jsicree@tollbrothersinc.com

TOLL BROTHERS, INC. ANNOUNCES
PRELIMINARY RESULTS AND AMENDMENT TO
CASH TENDER OFFER FOR CERTAIN OUTSTANDING DEBT SECURITIES

Horsham, PA, September 28, 2009 — Toll Brothers, Inc. (NYSE:TOL), (www.tollbrothers.com) today announced the preliminary results for the previously announced tender offer (the “tender offer”) by Toll Brothers Finance Corp., a wholly-owned subsidiary, for up to $150 million in aggregate principal amount of its 6.875% Senior Notes due 2012 (the “2012 Notes”) and 5.95% Senior Notes due 2013 (the “2013 Notes” and, collectively, the “Notes”) and an amendment to the terms of such tender offer.

The amendment increases the maximum aggregate principal amount of Notes subject to the tender offer (the “Tender Cap”) from $150 million to $200 million. All other terms and conditions of the tender offer remain unchanged. The full terms and conditions of the tender offer are set forth in the Offer to Purchase, dated September 15, 2009, as amended by this press release.

As of 5:00 p.m., New York City time, today (the “Early Tender Date”), $113,867,000 aggregate principal amount of the 2012 Notes and $88,947,000 aggregate principal amount of the 2013 Notes had been validly tendered and not validly withdrawn.

The aggregate principal amount of each tranche of Notes that is purchased in the tender offer will be determined on a pro rata basis based on the aggregate principal amount of Notes tendered in the tender offer.

Holders of Notes who validly tendered and did not validly withdraw their Existing Notes before the Early Tender Date will receive the total consideration for any Notes purchased in the tender offer as described in the table below. Holders of Notes who validly tender their Notes after the Early Tender Date but before the expiration of the tender offer will receive the tender offer consideration for any Existing Notes purchased in the tender offer.

Holders who have validly tendered and not validly withdrawn any Notes prior to the Early Tender Date and holders who validly tender any Existing Notes prior to the expiration of the tender offer will not be permitted to withdraw such tenders.

The tender offer is still scheduled to expire at 12:00 midnight, New York City time, on October 13, 2009, unless extended or earlier terminated.

The tender offer, certain terms of which are listed in the table below, is being made pursuant to the Offer to Purchase, as amended by this press release, which sets forth a more comprehensive description of the terms of the offer. Subject to applicable law, Toll Brothers Finance Corp. has the right to further increase the Tender Cap at its discretion.

						Early
			Principal	Tender Offer		Tender		Total
Title of	CUSIP		Amount	Consideration		Payment		Consideration
Security	Number		Outstanding	(1)		(1)		(1)
6.875% Senior Notes due 2012		88947EAA8	$300 million	$	1,037.50	$	30.00	$	1,067.50
5.95% Senior Notes due 2013		88947EAC4	$250 million	$	1,002.50	$	30.00	$	1,032.50

(1) Per $1,000 principal amount of Outstanding Notes accepted for purchase.

In addition to the total consideration or tender offer consideration, as applicable, holders of Notes tendered and accepted for payment will receive accrued and unpaid interest on the tendered Notes from the last interest payment date for the Notes to, but not including, the payment date.

The tender offer is subject to the satisfaction of certain conditions. If any of the conditions is not satisfied, Toll Brothers Finance Corp. is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws, and may terminate the tender offer. The tender offer is not conditioned on the tender of a minimum principal amount of Notes of any series. Toll Brothers Finance Corp. is not soliciting consents from holders of Notes in connection with the tender offer.

Payment for Notes purchased in the tender offer will be made on a payment date to occur promptly after the expiration of the tender offer. Toll Brothers Finance Corp. expects the payment date to occur on October 14, 2009. Toll Brothers Finance Corp. expects to fund the purchase of the Outstanding Notes with part of the proceeds from the sale of its 6.750% Senior Notes due 2019, which proceeds it received on September 22, 2009.

Toll Brothers has retained J.P. Morgan and BofA Merrill Lynch to serve as dealer managers for the tender offer and has retained D.F. King & Co., Inc. to serve as the depositary and information agent for the tender offer.

Requests for tender offer documents may be directed to D.F. King & Co., Inc. by telephone at (212) 493-6996 or in writing at D.F. King & Co., Inc., 48 Wall Street, 22nd Floor New York, New York 10005 Attn: Elton Bagley. Questions regarding the tender offer may be directed to either J.P. Morgan collect at (212) 834-3424 or BofA Merrill Lynch at (888) 292-0070 or collect at (980) 388-9217.

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 securities 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. The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal, as amended by this press release, and the information in this press release is qualified by reference

to the Offer to Purchase and the related Letter of Transmittal. None of Toll Brothers, Toll Brothers Finance Corp., the dealer managers or the depositary and information agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

Toll Brothers, Inc. is the nation’s leading builder of luxury homes. The Company began business in 1967 and became a public company in 1986. Its common stock is listed on the New York Stock Exchange under the symbol “TOL”. The Company serves move-up, empty-nester, active-adult and second-home home buyers and operates in 21 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, Texas, Virginia and West Virginia.

This press release contains “forward-looking statements,” including those regarding Toll Brothers, Inc.’s anticipated use of the net proceeds. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual future results or events may differ materially from those expressed or implied by such statements. Such risks, uncertainties and other factors include, but are not limited to: local, regional, national and international economic conditions, including the current economic turmoil and uncertainties in the U.S. and global credit and financial markets; demand for homes; domestic and international political events; uncertainties created by terrorist attacks; effects of governmental regulation, including effects from the Emergency Economic Stabilization Act, the American Recovery and Reinvestment Act, and any pending or new stimulus legislation and programs; the competitive environment in which we operate; changes in consumer confidence; volatility and fluctuations in interest rates; unemployment rates; changes in home prices, foreclosure rates and sales activity in the markets where we build homes; the availability and cost of land for future growth; excess inventory and adverse market conditions that could result in substantial inventory write-downs or write-downs in the value of investments in unconsolidated entities; the ability to realize our deferred tax assets; the availability of capital; uncertainties, fluctuations and volatility in the capital and securities markets; liquidity in the credit markets; changes in tax laws and their interpretation; the outcome of various legal proceedings; the availability of adequate insurance at reasonable cost; the impact of construction defect, product liability and home warranty claims, including the adequacy of self-insurance accruals, the applicability and sufficiency of our insurance coverage and the insurance coverage and ability to pay of other responsible parties relating to such claims; the ability of customers to obtain adequate and affordable financing for the purchase of homes; the ability of home buyers to sell their existing homes; the ability of the participants in various joint ventures to honor their commitments; the availability and cost of labor and building and construction materials; the cost of oil, gas and other raw materials; construction delays; weather conditions; and other factors described in detail in our Annual Report on Form 10-K for the year ended October 31, 2008. Forward-looking statements speak only as of the date they are made. Toll Brothers, Inc. undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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