Toll S-4 Exchange Offer Acceleration Request Letter

Very truly yours,

Toll Brothers, Inc.

/s/ Martin P. Connor

Name: Martin P. Connor

Title: Chief Financial Officer

CORRESP 1 filename1.htm Toll S-4 Exchange Offer Acceleration Request Letter

TOLL BROTHERS, INC.


VIA EDGAR		March 1, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Toll Brothers, Inc.
Toll Brothers Finance Corp.
Registration Statement on Form S-4
File No. 333-179380

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Toll Brothers, Inc., together with and on behalf of its subsidiaries (collectively, the “Company”), hereby request that the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) be declared effective at 5:00 p.m. today, or as soon as possible thereafter.

Pursuant to this request, the Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.