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 (Date of earliest event reported): June 18, 2010

Toll Brothers, Inc.
(Exact name of registrant as specified in its charter)

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

250 Gibraltar Road, Horsham, PA	19044
(Address of Principal Executive Offices)	(Zip Code)

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

(Former name or former address if changed since last report.)

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:

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

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

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))

Item 5.03. Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the expiration of the Section 382 Rights Agreement, dated as of June 17, 2009, between Toll Brothers, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Section 382 Rights Agreement”), the Company filed a Certificate of Elimination of Series B Junior Participating Preferred Stock of the Company (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware, effective June 18, 2010. The filing of the Certificate of Elimination has the effect of eliminating from the Company’s Second Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations, Preferences and Rights of Series B Junior Participating Preferred Stock of the Company governing the Series B Junior Participating Preferred Stock of the Company, which was filed with the Delaware Secretary of State on June 18, 2009. The Section 382 Rights Agreement, which was submitted to a vote of the Company’s stockholders at the Company’s 2010 Annual Meeting of Stockholders, expired in accordance with its terms on June 17, 2010 because stockholder approval had not been obtained.

The foregoing description of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, which was filed with the Secretary of State of the State of Delaware on June 18, 2010, and is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

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

Exhibit No.	Item
3.1*	Certificate of Elimination of Series B Junior Participating Preferred Stock of Toll Brothers, Inc., filed with the Secretary of State of the State of Delaware on June 18, 2010.

* Filed electronically herewith.

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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: June 21, 2010 By: Joseph R. Sicree            
Joseph R. Sicree
Senior Vice President,
Chief Accounting Officer

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EX-3.1

EXHIBIT 3.1

CERTIFICATE OF ELIMINATION
OF
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK
OF
TOLL BROTHERS, INC.

DATED AS OF JUNE 18, 2010

Pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware

Toll Brothers, Inc., a Delaware corporation (the “Company”), does hereby certify as follows:

FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Company (the “Board of Directors”) by the provisions of the Second Restated Certificate of Incorporation of the Company, as amended, and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors created and authorized the issuance of a series of 60,000 shares of preferred stock, par value $0.01 per share, designated as “Series B Junior Participating Preferred Stock” (the “Series B Preferred Stock”) in accordance with the provisions of the Certificate of Designation, Preferences, and Rights of Series B Junior Participating Preferred Stock (the “Series B Certificate of Designation”), as filed with the Delaware Secretary of State on June 18, 2009.

SECOND: None of the designated shares of the Series B Preferred Stock are outstanding and none will be issued subject to the Series B Certificate of Designation.

THIRD: At a duly convened meeting of the Board of Directors on June 16, 2010, the Board of Directors duly adopted the following resolutions approving the proposed elimination of the Series B Preferred Stock as follows:

RESOLVED, that none of the designated shares of the Series B Preferred Stock are outstanding and that none shall be issued pursuant to the Certificate of Designations, Preferences and Rights of the Series B Preferred Stock, as filed with the Secretary of State of the State of Delaware on June 18, 2009.

RESOLVED, that, upon the expiration of the Section 382 Rights Plan, any one or more of the Executive Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary, the Treasurer, or any Assistant Secretary of the Company (the “Designated Officers”) and any other officers of the Company designated by any of the Designated Officers are, and each of them acting singly hereby is, authorized and directed, jointly and severally, in the name and on behalf of this Company, to prepare, execute personally or by attorney-in fact, deliver to and file with to the Secretary of State of the State of Delaware, a Certificate of Elimination of the Series B Preferred Stock in order to effect the elimination of the Series B Preferred Stock.

RESOLVED, that the Designated Officers and any other officers of the Company designated by any of the Designated Officers are, and each of them acting singly hereby is, authorized and directed, jointly and severally, in the name and on behalf of this Company, to execute and deliver any and all certificates, agreements and other documents, take any and all steps and do any and all things which they may deem necessary or advisable in order to effectuate the purposes of each and all of the foregoing resolutions.

RESOLVED, that any actions taken by any officer of the Company on or prior to the date of the foregoing resolutions adopted at this meeting that are within the authority conferred hereby are hereby ratified, confirmed and approved as the act and deed of the Company.

FOURTH: The “Section 382 Rights Plan” is defined herein as the Section 382 Rights Agreement entered into between the Company and the American Stock Transfer & Trust Company, LLC on June 17, 2010.

FIFTH: In accordance with Section 151(g) of the General Corporation Law of the State of Delaware, the Company’s Second Restated Certificate of Incorporation is hereby amended to eliminate all references to the Series B Preferred Stock, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Company, without designation as to series.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, Toll Brothers, Inc. has caused this Certificate to be duly executed in its corporate name as of the date first written above.

TOLL BROTHERS, INC.

By: /s/ Douglas C. Yearley, Jr.     
Name: Douglas C. Yearley, Jr.
Title: Chief Executive Officer