As filed with the Securities and Exchange Commission on October 29, 2008

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Toll Brothers, Inc.*

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization of registrant)		23-2416878 (I.R.S. Employer Identification No.)

250 Gibraltar Road
Horsham, PA 19044
(215) 938-8000
(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

Joel H. Rassman
Executive Vice President and Chief Financial Officer
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, PA 19044
(215) 938-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Darrick M. Mix, Esquire
WolfBlock LLP
1650 Arch Street, 22^nd Floor
Philadelphia, PA 19103-2097
(215) 977-2006

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

							Proposed			Proposed
							Maximum			Maximum
	Title of Each Class of			Amount to be			Offering Price			Aggregate			Amount of
	Securities to be Registered			Registered			Per Unit			Offering Price			Registration Fee
	Common Stock (1)			(2)			(2)			(2)			(2)
	Preferred Stock			(2)			(2)			(2)			(2)
	Warrants			(2)			(2)			(2)			(2)
	Debt Securities			(2)			(2)			(2)			(2)
	Guarantees			(2), (3)			(2), (3)			(2), (3)			(2), (3)

(1)		Each share of common stock registered hereunder includes associated Rights to Purchase Series A Junior Participating Preferred Stock (“Rights”) of Toll Brothers, Inc. Until the occurrence of certain prescribed events, the Rights are not exercisable, will be evidenced by the certificate for the common stock and will be transferred along with and only with the common stock. Upon the occurrence of such events, the Rights will separate from the common stock and separate certificates representing the Rights will be distributed to the holders of the common stock.
(2)		Omitted pursuant to Form S-3 General Instruction II.E. An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r), the registrants are deferring payment of all of the registration fee.
(3)		Pursuant to Rule 457(n), no separate registration fee is payable with regard to the guarantees.
*		The co-registrants listed on the next page are also included in this Form S-3 Registration Statement as additional registrants.

 

 

The following direct and indirect subsidiaries of Toll Brothers, Inc. may issue the debt securities and/or guarantee the debt securities and are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is 250 Gibraltar Road, Horsham, Pennsylvania 19044, 215 938-8000.

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
110-112 Third Ave. Realty Corp.		New York		13-1940046
Amwell Chase, Inc.		Delaware		23-2551304
Bunker Hill Estates, Inc.		Delaware		23-2535037
Chesterbrooke, Inc.		Delaware		23-2485513
Connecticut Land Corp.		Delaware		23-2533514
Daylesford Development Corp.		Delaware		23-2511943
ESE Consultants, Inc.		Delaware		23-2432981
Fairway Valley, Inc.		Delaware		23-2432976
First Brandywine Finance Corp.		Delaware		23-2737486
First Brandywine Investment Corp. II		Delaware		23-2731790
First Brandywine Investment Corp. III		Delaware		23-2820213
First Brandywine Investment Corp. IV		Delaware		61-1443340
First Huntingdon Finance Corp.		Delaware		23-2485787
Franklin Farms G.P., Inc.		Delaware		23-2486303
HQZ Acquisitions, Inc.		Michigan		38-3149633
MA Limited Land Corporation		Delaware		23-2523560
Maple Point, Inc.		Delaware		23-2551803
Maryland Limited Land Corporation		Delaware		23-2499816
Polekoff Farm, Inc.		Pennsylvania		23-2417142
SH Homes Corporation		Michigan		38-3392296
SI Investment Corporation		Michigan		38-3298884
Springfield Chase, Inc.		Delaware		23-2538985
Stewarts Crossing, Inc.		Delaware		23-2547222
TB Proprietary Corp.		Delaware		23-2485790
TB Proprietary LP, Inc.		Delaware		23-3066217
Tenby Hunt, Inc.		Delaware		23-2682947
The Silverman Building Companies, Inc.		Michigan		38-3075345
Toll Architecture I, P.A.		Delaware		20-4889260
Toll Architecture, Inc.		Delaware		20-3532291
Toll AZ GP Corp.		Delaware		23-2815680
Toll Bay Corp.		Delaware		57-1195220
Toll Bay Corp. II		Delaware		56-2489898
Toll Bros. of Arizona, Inc.		Arizona		23-2906398
Toll Bros. of North Carolina, Inc.		North Carolina		23-2777389
Toll Bros. of North Carolina II, Inc.		North Carolina		23-2990315
Toll Bros. of North Carolina III, Inc.		North Carolina		23-2993276
Toll Bros. of Tennessee, Inc.		Delaware		51-0385724
Toll Bros., Inc.		Delaware		23-2600117
Toll Bros., Inc.		Pennsylvania		23-2417123
Toll Bros., Inc.		Texas		23-2896374
Toll Brothers AZ Construction Company		Arizona		23-2832024
Toll Brothers Canada USA, Inc.		Delaware		20-4250532
Toll Brothers Finance Corp.		Delaware		23-3097271
Toll Brothers Real Estate, Inc.		Pennsylvania		23-2417116
Toll Buckeye Corp.		Delaware		56-2489916

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
Toll Buckeye Corp. II		Delaware		56-2489918
Toll CA GP Corp.		California		23-2748091
Toll Centennial Corp.		Delaware		56-2489913
Toll CO GP Corp.		Colorado		23-2978190
Toll Copper Corp.		Delaware		56-2489926
Toll Copper Corp. II		Delaware		56-2489925
Toll Corp.		Delaware		23-2485860
Toll Development Company, Inc.		Michigan		38-3180742
Toll Diamond Corp.		Delaware		57-1195241
Toll Diamond Corp. II		Delaware		56-2489912
Toll Dominion Corp.		Delaware		57-1195222
Toll Dominion Corp. II		Delaware		56-2489897
Toll Empire Corp.		Delaware		57-1195218
Toll Empire Corp. II		Delaware		56-2489900
Toll Finance Corp.		Delaware		23-2978196
Toll FL GP Corp.		Florida		23-2796288
Toll GA GP Corp.		Georgia		20-5853882
Toll Garden Corp.		Delaware		55-0883946
Toll Garden Corp. II		Delaware		56-2489899
Toll Golden Corp.		Delaware		56-2489904
Toll Granite Corp.		Delaware		57-1195215
Toll Granite Corp. II		Delaware		56-2489902
Toll Great Lakes Corp.		Delaware		56-2489914
Toll Great Lakes Corp. II		Delaware		56-2489920
Toll Holdings, Inc.		Delaware		23-2569047
Toll IL GP Corp.		Illinois		23-2967049
Toll Keystone Corp.		Delaware		57-1195238
Toll Keystone Corp. II		Delaware		56-2489895
Toll Land Corp. No. 6		Pennsylvania		23-2417134
Toll Land Corp. No. 10		Delaware		23-2551776
Toll Land Corp. No. 20		Delaware		23-2551793
Toll Land Corp. No. 43		Delaware		23-2737488
Toll Land Corp. No. 45		Delaware		23-2737050
Toll Land Corp. No. 46		Delaware		23-2737483
Toll Land Corp. No. 47		Delaware		23-2737359
Toll Land Corp. No. 48		Delaware		23-2860557
Toll Land Corp. No. 49		Delaware		23-2860562
Toll Land Corp. No. 50		Delaware		23-2860513
Toll Land Corp. No. 51		Delaware		23-2959185
Toll Land Corp. No. 52		Delaware		23-2966099
Toll Land Corp. No. 53		Delaware		23-2978200
Toll Land Corp. No. 55		Delaware		23-2978124
Toll Land Corp. No. 56		Delaware		23-2978119
Toll Land Corp. No. 58		Delaware		23-3097273
Toll Land Corp. No. 59		Delaware		23-3097278
Toll Land Corp. No. 60		Delaware		23-3097277
Toll Lone Star Corp.		Delaware		56-2489928
Toll Lone Star Corp. II		Delaware		56-2489927
Toll LTC Successor Corp.		Nevada		20-5854053
Toll Management AZ Corp.		Delaware		51-0385727
Toll Management VA Corp.		Delaware		51-0385725

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
Toll Manhattan I, Inc.		New York		20-2255686
Toll MD Builder Corp.		Maryland		20-0355148
Toll MI GP Corp.		Michigan		23-2917543
Toll Mid-Atlantic LP Company, Inc.		Delaware		57-1195257
Toll Mid-Atlantic Note Company, Inc.		Delaware		57-1195252
Toll Midwest LP Company, Inc.		Delaware		56-2489924
Toll Midwest Note Company, Inc.		Delaware		56-2489923
Toll MN GP Corp.		Minnesota		20-0099962
Toll NC GP Corp.		North Carolina		23-2760759
Toll NH GP Corp.		New Hampshire		23-3048998
Toll NJ Builder Corp.		New Jersey		74-3083211
Toll NJX-I Corp.		Delaware		51-0413821
Toll NJX-II Corp.		Delaware		51-0413826
Toll NJX III Corp.		Delaware		74-3083754
Toll NJX IV Corp.		Delaware		74-3083774
Toll Northeast LP Company, Inc.		Delaware		57-1195250
Toll Northeast Note Company, Inc.		Delaware		57-1195240
Toll Northeast Services, Inc.		Delaware		20-3714378
Toll Nutmeg Corp.		Delaware		57-1195212
Toll Nutmeg Corp. II		Delaware		56-2489901
Toll NV GP Corp.		Nevada		23-2928710
Toll OH GP Corp.		Ohio		23-2878722
Toll Old Line Corp.		Delaware		57-1195233
Toll Old Line Corp. II		Delaware		56-2489896
Toll PA Builder Corp.		Pennsylvania		87-0693313
Toll PA GP Corp.		Pennsylvania		23-2687561
Toll PA II GP Corp.		Pennsylvania		03-0395069
Toll PA III GP Corp.		Pennsylvania		20-1934096
Toll Palmetto Corp.		Delaware		57-1195245
Toll Palmetto Corp. II		Delaware		56-2489911
Toll Peppertree, Inc.		New York		23-2709097
Toll Philmont Corporation		Delaware		23-2526635
Toll Plantation Corp.		Delaware		57-1195217
Toll Plantation Corp. II		Delaware		56-2489903
Toll Prairie Corp.		Delaware		56-2489915
Toll Realty Holdings Corp. I		Delaware		23-2954512
Toll Realty Holdings Corp. II		Delaware		23-2954511
Toll Realty Holdings Corp. III		Delaware		23-2954510
Toll RI GP Corp.		Rhode Island		23-3020194
Toll Sagebrush Corp.		Delaware		56-2489919
Toll SC GP Corp.		South Carolina		23-3094328
Toll Southeast LP Company, Inc.		Delaware		57-1195213
Toll Southeast Note Company, Inc.		Delaware		57-1195261
Toll Southwest LP Company, Inc.		Delaware		56-2489922
Toll Southwest Note Company, Inc.		Delaware		56-2489921
Toll Sunshine Corp.		Delaware		57-1195251
Toll Sunshine Corp. II		Delaware		56-2489909
Toll Tar Heel Corp.		Delaware		57-1195249
Toll Tar Heel Corp. II		Delaware		56-2489910
Toll TN GP Corp.		Tennessee		23-2886926
Toll TX GP Corp.		Delaware		23-2796291

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
Toll VA GP Corp.		Delaware		23-2551790
Toll VA Member Two, Inc.		Delaware		51-0385726
Toll WestCoast LP Company, Inc.		Delaware		56-2489917
Toll WestCoast Note Company, Inc.		Delaware		59-3790049
Toll Wood Corporation		Delaware		23-2533529
Toll WV GP Corp.		West Virginia		20-3337780
Toll YL, Inc.		California		23-2898272
Valley Forge Conservation Holding GP Corp.		Pennsylvania		73-1636768
Warren Chase, Inc.		Delaware		23-2518740
Windsor Development Corp.		Pennsylvania		23-2432983
51 N. 8th Street L.P.		New York		23-2796304
Afton Chase, L.P.		Pennsylvania		23-2760770
Audubon Ridge, L.P.		Pennsylvania		23-2668976
Beaumont Chase, L.P.		Pennsylvania		23-2910269
Belmont Land, L.P.		Virginia		23-2810333
Bernards Chase, L.P.		New Jersey		23-2796287
Binks Estates Limited Partnership		Florida		23-2796300
Blue Bell Country Club, L.P.		Pennsylvania		23-2668975
Branchburg Ridge, L.P.		New Jersey		23-2918996
Brass Castle Estates, L.P.		New Jersey		23-2921715
Bridle Estates, L.P.		Pennsylvania		23-2855510
Broad Run Associates, L.P.		Pennsylvania		23-2979479
Buckingham Woods, L.P.		Pennsylvania		23-2689274
Bucks County Country Club, L.P.		Pennsylvania		23-2878689
Calabasas View, L.P.		California		23-2785219
CC Estates Limited Partnership		Massachusetts		23-2748927
Charlestown Hills, L.P.		New Jersey		23-2855658
Chellis Hill Limited Partnership		Massachusetts		20-2489463
Cheltenham Estates Limited Partnership		Michigan		23-2968590
Chesterbrooke Limited Partnership		New Jersey		23-2485378
Cobblestones at Thornbury, L.P.		Pennsylvania		23-2774674
Cold Spring Hunt, L.P.		Pennsylvania		23-2702468
Concord Chase, L.P.		Pennsylvania		23-2897949
Cortlandt Chase, L.P.		New York		23-2928875
Dolington Estates, L.P.		Pennsylvania		23-2760781
Dominion Country Club, L.P.		Virginia		23-2984309
Eagle Farm Limited Partnership		Massachusetts		23-2760777
Estates at Coronado Pointe, L.P.		California		23-2796299
Estates at Princeton Junction, L.P.		New Jersey		23-2760779
Estates at Rivers Edge, L.P.		New Jersey		23-2748080
Estates at San Juan Capistrano, L.P.		California		23-2796301
Fair Lakes Chase, L.P.		Virginia		23-2955092
Fairfax Investment, L.P.		Virginia		23-2982190
Fairfax Station Hunt, L.P.		Virginia		23-2680894
Fairway Mews Limited Partnership		New Jersey		23-2621939
Farmwell Hunt, L.P.		Virginia		23-2822996
First Brandywine Partners, L.P.		Delaware		51-0385730
Franklin Oaks Limited Partnership		Massachusetts		23-2838925
Great Falls Hunt, L.P.		Virginia		23-2719371
Great Falls Woods, L.P.		Virginia		23-2963544
Greens at Waynesborough, L.P.		Pennsylvania		23-2740013

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
Greenwich Chase, L.P.		New Jersey		23-2709793
Greenwich Station, L.P.		New Jersey		23-2816336
Hoboken Land LP		New Jersey		20-1466751
Hockessin Chase, L.P.		Delaware		23-2944970
Holland Ridge, L.P.		New Jersey		23-2785227
Holliston Hunt Limited Partnership		Massachusetts		23-2922701
Hopewell Hunt, L.P.		New Jersey		23-2838289
Huckins Farm Limited Partnership		Massachusetts		23-2740411
Hunter Mill, L.P.		Virginia		23-2711430
Hunterdon Chase, L.P.		New Jersey		23-2774673
Hunterdon Ridge, L.P.		New Jersey		23-2944965
Huntington Estates Limited Partnership		Connecticut		23-2855662
Hurley Ridge Limited Partnership		Maryland		23-2954935
Kensington Woods Limited Partnership		Massachusetts		23-2701194
Laurel Creek, L.P.		New Jersey		23-2796297
Loudoun Valley Associates, L.P.		Virginia		23-3025878
Manalapan Hunt, L.P.		New Jersey		23-2806323
Mill Road Estates, L.P.		Pennsylvania		23-2954934
Montgomery Chase, L.P.		New Jersey		23-2745356
Moorestown Hunt, L.P.		New Jersey		23-2810335
Mount Kisco Chase, L.P.		New York		23-2796641
NC Country Club Estates Limited Partnership		North Carolina		23-2917299
Newtown Chase Limited Partnership		Connecticut		23-2818660
Northampton Crest, L.P.		Pennsylvania		23-2944980
Northampton Preserve, L.P.		Pennsylvania		23-2901212
Patriots, L.P.		New Jersey		23-2941041
Preston Village Limited Partnership		North Carolina		23-2806570
Princeton Hunt, L.P.		New Jersey		23-2747998
Providence Plantation Limited Partnership		North Carolina		23-2855661
Regency at Dominion Valley, L.P.		Virginia		45-0497498
River Crossing, L.P.		Pennsylvania		23-2855516
Rolling Greens, L.P.		New Jersey		23-2855583
Rose Hollow Crossing Associates		Pennsylvania		23-2253629
Seaside Estates Limited Partnership		Florida		23-2870057
Shrewsbury Hunt Limited Partnership		Massachusetts		23-2912930
Silverman-Toll Limited Partnership		Michigan		23-2986323
Somers Chase, L.P.		New York		23-2855511
Somerset Development Limited Partnership		North Carolina		23-2785223
Sorrento at Dublin Ranch I LP		California		20-3337641
Sorrento at Dublin Ranch II LP		California		20-3337654
Sorrento at Dublin Ranch III LP		California		20-3337665
South Riding, L.P.		Virginia		23-2994369
South Riding Amberlea LP		Virginia		20-0383954
South Riding Partners Amberlea LP		Virginia		20-0384024
South Riding Partners, L.P.		Virginia		23-2861890
Southport Landing Limited Partnership		Connecticut		23-2784609
Springton Pointe, L.P.		Pennsylvania		23-2810340
Stone Mill Estates, L.P.		Pennsylvania		23-3013974
Swedesford Chase, L.P.		Pennsylvania		23-2939504
TB Proprietary, L.P.		Delaware		23-3070158
TBI/Heron Bay Limited Partnership		Florida		23-2928874

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
TBI/Naples Limited Partnership		Florida		23-2883354
TBI/Palm Beach Limited Partnership		Florida		23-2891601
The Bird Estate Limited Partnership		Massachusetts		23-2883360
The Estates at Brooke Manor Limited Partnership		Maryland		23-2740412
The Estates at Summit Chase, L.P.		California		23-2748089
The Preserve at Annapolis Limited Partnership		Maryland		23-2838510
The Preserve at Boca Raton Limited Partnership		Florida		23-2810339
The Woods at Highland Lakes, L.P.		Ohio		23-2948699
The Woods at Long Valley, L.P.		New Jersey		23-2889640
Timber Ridge Investment Limited Partnership		Michigan		38-3413876
Toll at Brier Creek Limited Partnership		North Carolina		23-2954264
Toll at Daventry Park, L.P.		Ohio		23-2897947
Toll at Honey Creek Limited Partnership		Michigan		20-3675855
Toll at Payne Ranch, L.P.		California		23-2833118
Toll at Princeton Walk, L.P.		New Jersey		23-2879954
Toll at Westlake, L.P.		New Jersey		23-2963549
Toll at Whippoorwill, L.P.		New York		23-2888554
Toll Brooklyn L.P.		New York		20-1941153
Toll Bros. of Tennessee, L.P.		Tennessee		51-0386723
Toll Brothers AZ Limited Partnership		Arizona		23-2815685
Toll Brothers Maryland II Limited Partnership		Maryland		23-3027594
Toll CA, L.P.		California		23-2963547
Toll CA II, L.P.		California		23-2838417
Toll CA III, L.P.		California		23-3031827
Toll CA IV, L.P.		California		23-3029688
Toll CA V, L.P.		California		23-3091624
Toll CA VI, L.P.		California		23-3091657
Toll CA VII, L.P.		California		20-1972440
Toll CA VIII, L.P.		California		20-2328888
Toll CA IX, L.P.		California		20-3454571
Toll CA X, L.P.		California		20-3454613
Toll CA XI, L.P.		California		20-3532036
Toll CA XII, L.P.		California		20-3733386
Toll CA XIII, L.P.		California		20-4249551
Toll CA XV, L.P.		California		20-4889196
Toll CA XVI, L.P.		California		20-4889219
Toll CA XVII, L.P.		California		20-5469235
Toll CA XVIII, L.P.		California		20-5378099
Toll CA XIV, L.P.		California		20-4249528
Toll CA XIX, L.P.		California		20-5853968
Toll Cliffs Urban Renewal Company LP		New Jersey		20-0383861
Toll CO, L.P.		Colorado		23-2978294
Toll Costa, L.P.		California		81-0602065
Toll CT II Limited Partnership		Connecticut		23-3041974
Toll CT Limited Partnership		Connecticut		23-2963551
Toll CT Westport Limited Partnership		Connecticut		23-3048964
Toll DE LP		Delaware		20-0660934
Toll East Naples Limited Partnership		Florida		23-2929049
Toll Estero Limited Partnership		Florida		72-1539292
Toll FL Limited Partnership		Florida		23-3007073
Toll FL II Limited Partnership		Florida		73-1657686

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
Toll FL III Limited Partnership		Florida		20-0135814
Toll FL IV Limited Partnership		Florida		20-1158717
Toll FL V Limited Partnership		Florida		20-2862720
Toll FL VI Limited Partnership		Florida		20-3161585
Toll FL VII Limited Partnership		Florida		20-3482591
Toll FL VIII Limited Partnership		Florida		20-4232188
Toll Ft. Myers Limited Partnership		Florida		82-0559443
Toll GA LP		Georgia		20-5854013
Toll Grove LP		New Jersey		20-0215496
Toll Hudson LP		New Jersey		20-0465460
Toll IL HWCC, L.P.		Illinois		75-2985312
Toll IL, L.P.		Illinois		23-2963552
Toll IL II, L.P.		Illinois		23-3041962
Toll IL III, L.P.		Illinois		03-0382404
Toll IL IV, L.P.		Illinois		20-3733446
Toll IL WSB, L.P.		Illinois		20-1000885
Toll Jacksonville Limited Partnership		Florida		20-0204373
Toll Land IX Limited Partnership		Virginia		23-2939502
Toll Land Limited Partnership		Connecticut		23-2709099
Toll Land IV Limited Partnership		New Jersey		23-2737490
Toll Land V Limited Partnership		New York		23-2796637
Toll Land VI Limited Partnership		New York		23-2796640
Toll Land VII Limited Partnership		New York		23-2775308
Toll Land X Limited Partnership		Virginia		23-2774670
Toll Land XI Limited Partnership		New Jersey		23-2796302
Toll Land XIV Limited Partnership		New York		23-2796295
Toll Land XV Limited Partnership		Virginia		23-2810342
Toll Land XVI Limited Partnership		New Jersey		23-2810344
Toll Land XVII Limited Partnership		Connecticut		23-2815064
Toll Land XVIII Limited Partnership		Connecticut		23-2833240
Toll Land XIX Limited Partnership		California		23-2833171
Toll Land XX Limited Partnership		California		23-2838991
Toll Land XXI Limited Partnership		Virginia		23-2865738
Toll Land XXII Limited Partnership		California		23-2879949
Toll Land XXIII Limited Partnership		California		23-2879946
Toll Land XXV Limited Partnership		New Jersey		23-2867694
Toll Land XXVI Limited Partnership		Ohio		23-2880687
Toll Livingston at Naples Limited Partnership		Florida		71-0902794
Toll MA Land Limited Partnership		Massachusetts		20-4889176
Toll Marshall LP		New Jersey		20-0215536
Toll MD Builder I, L.P.		Maryland		20-0355209
Toll MD Limited Partnership		Maryland		23-2963546
Toll MD II Limited Partnership		Maryland		23-2978195
Toll MD III Limited Partnership		Maryland		23-3044366
Toll MD IV Limited Partnership		Maryland		71-0890813
Toll MD V Limited Partnership		Maryland		81-0610742
Toll MD VI Limited Partnership		Maryland		20-1756721
Toll MD VII Limited Partnership		Maryland		20-2101938
Toll MD VIII Limited Partnership		Maryland		20-3675884
Toll MD IX Limited Partnership		Maryland		20-3733408
Toll MD X Limited Partnership		Maryland		20-5469282

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
Toll MI Limited Partnership		Michigan		23-2999200
Toll MI II Limited Partnership		Michigan		23-3015611
Toll MI III Limited Partnership		Michigan		23-3097778
Toll MI IV Limited Partnership		Michigan		20-1501161
Toll MI V Limited Partnership		Michigan		20-2489523
Toll MN, L.P.		Minnesota		20-0099987
Toll MN II, L.P.		Minnesota		20-4804528
Toll Naval Associates		Pennsylvania		23-2454576
Toll NC II LP		North Carolina		20-5208447
Toll NC, L.P.		North Carolina		20-2087335
Toll NH Limited Partnership		New Hampshire		23-3048999
Toll NJ Builder I, L.P.		New Jersey		41-2089798
Toll NJ, L.P.		New Jersey		23-2963550
Toll NJ II, L.P.		New Jersey		23-2991953
Toll NJ III, L.P.		New Jersey		23-2993263
Toll NJ IV, L.P.		New Jersey		23-3038827
Toll NJ V, L.P.		New Jersey		23-3091620
Toll NJ VI, L.P.		New Jersey		23-3098583
Toll NJ VII, L.P.		New Jersey		20-2635402
Toll NJ VIII, L.P.		New Jersey		20-3337736
Toll NJ XI, L.P.		New Jersey		20-5088496
Toll Northville Golf Limited Partnership		Michigan		23-2918224
Toll Northville Limited Partnership		Michigan		23-2918130
Toll NV Limited Partnership		Nevada		23-3010602
Toll NY LP		New York		20-3887115
Toll Orlando Limited Partnership		Florida		20-2862679
Toll PA, L.P.		Pennsylvania		23-2879956
Toll PA II, L.P.		Pennsylvania		23-3063349
Toll PA III, L.P.		Pennsylvania		23-3097666
Toll PA IV, L.P.		Pennsylvania		23-3097672
Toll PA V, L.P.		Pennsylvania		03-0395087
Toll PA VI, L.P.		Pennsylvania		47-0858909
Toll PA VII, L.P.		Pennsylvania		68-0533037
Toll PA VIII, L.P.		Pennsylvania		20-0969010
Toll PA IX, L.P.		Pennsylvania		20-0969053
Toll PA X, L.P.		Pennsylvania		20-2172994
Toll PA XI, L.P.		Pennsylvania		20-3733420
Toll PA XII, L.P.		Pennsylvania		20-1934037
Toll PA XIII, L.P.		Pennsylvania		20-4889135
Toll Park LP		New Jersey		20-0383903
Toll Realty Holdings LP		Delaware		23-2954509
Toll Reston Associates, L.P.		Delaware		23-3016263
Toll RI, L.P.		Rhode Island		23-3020191
Toll RI II, L.P.		Rhode Island		27-0043852
Toll SC, L.P.		South Carolina		23-3094632
Toll SC II, L.P.		South Carolina		82-0574725
Toll SC III, L.P.		South Carolina		20-4249465
Toll Stonebrae LP		California		20-3192668
Toll VA, L.P.		Virginia		23-2952674
Toll VA II, L.P.		Virginia		23-3001131
Toll VA III, L.P.		Virginia		23-3001132

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
Toll VA IV, L.P.		Virginia		75-2972033
Toll VA V, L.P.		Virginia		47-0887401
Toll VA VI, L.P.		Virginia		20-1972394
Toll VA VII, L.P.		Virginia		20-3675918
Toll WV LP		West Virginia		20-4249451
Toll YL, L.P.		California		23-3016250
Toll YL II, L.P.		California		80-0014182
Toll-Dublin, L.P.		California		23-3070669
Trumbull Hunt Limited Partnership		Connecticut		23-2855529
Uwchlan Woods, L.P.		Pennsylvania		23-2838958
Valley Forge Conservation Holding, L.P.		Pennsylvania		42-1537902
Valley Forge Woods, L.P.		Pennsylvania		23-2699971
Valley View Estates Limited Partnership		Massachusetts		23-2760768
Village Partners, L.P.		Pennsylvania		81-0594073
Washington Greene Development, L.P.		New Jersey		23-2815640
Waterford Preserve LP		Virginia		20-2814766
West Amwell Limited Partnership		New Jersey		23-2570825
Whiteland Woods, L.P.		Pennsylvania		23-2833125
Willowdale Crossing, L.P.		Pennsylvania		23-2879951
Wilson Concord, L.P.		Tennessee		23-2887824
110-112 Third Ave. GC II LLC		New York		13-1940046**
110-112 Third Ave. GC LLC		New York		13-1940046**
1500 Garden St. LLC		New Jersey		20-1466751**
2301 Fallston Road LLC		Maryland		23-2963546**
5-01 — 5-17 48th Avenue GC II LLC		New York		23-2796295**
5-01 — 5-17 48th Avenue GC LLC		New York		23-2796295**
5-01 — 5-17 48th Avenue II LLC		New York		23-2796295**
5-01 — 5-17 48th Avenue LLC		New York		23-2796295**
51 N. 8th Street GC II LLC		New York		23-2796304**
51 N. 8th Street GC LLC		New York		23-2796304**
51 N. 8th Street I LLC		New York		23-2709097**
60 Industrial Parkway Cheektowaga, LLC		New York		23-2796640**
700 Grove Street Urban Renewal, LLC		New Jersey		20-0215496**
Arbor Hills Development LLC		Michigan		20-1501161**
Arthur’s Woods, LLC		Maryland		23-2963546**
Arundel Preserve #6, LLC		Maryland		20-2101938**
Arundel Preserve #10a, LLC		Maryland		20-2101938**
Belmont Country Club I LLC		Virginia		23-2810333**
Belmont Country Club II LLC		Virginia		23-2810333**
Big Branch Overlook L.L.C.		Maryland		23-2978195**
Block 255 LLC		New Jersey		20-1466751**
Brier Creek Country Club I LLC		North Carolina		23-2954264**
Brier Creek Country Club II LLC		North Carolina		23-2954264**
C.B.A.Z. Construction Company LLC		Arizona		51-0385729**
C.B.A.Z. Holding Company LLC		Delaware		51-0385729
Colonial 40 I, LLC		Florida		20-2862720**
Colonial 40 II, LLC		Florida		20-2862720**
Component Systems I LLC		Delaware		23-2417123**
Component Systems II LLC		Delaware		23-2417123**
Creeks Farm L.L.C.		Maryland		23-2978195**
CWG Construction Company LLC		New Jersey		20-1104737

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
Dominion Valley Country Club I LLC		Virginia		23-2984309**
Dominion Valley Country Club II LLC		Virginia		23-2984309**
Feys Property LLC		Maryland		23-2978195**
First Brandywine LLC I		Delaware		23-2731790**
First Brandywine LLC II		Delaware		23-2731790**
First Brandywine LLC III		Delaware		61-1443340**
First Brandywine LLC IV		Delaware		61-1443340**
Frenchman’s Reserve Realty, LLC		Florida		23-2417123**
Golf I Country Club Estates at Moorpark LLC		California		23-2963547**
Golf II Country Club Estates at Moorpark LLC		California		23-2963547**
Hawthorn Woods Country Club II LLC		Illinois		75-2985312**
High Pointe at Hopewell, LLC		New Jersey		23-3098583**
Hoboken Cove LLC		New Jersey		20-1466751**
Hoboken Land I LLC		Delaware		20-1466751**
Hunts Bluff LLC		Maryland		23-2978195**
Jacksonville TBI Realty LLC		Florida		23-2417123**
Lighthouse Point Land Company, LLC		Florida		20-0135814
Long Meadows TBI, LLC		Maryland		23-3044366**
Longmeadow Properties LLC		Maryland		23-3044366**
Martinsburg Ventures, L.L.C.		Virginia		23-2865738**
Mizner Realty, L.L.C.		Florida		23-2417123**
Naples Lakes Country Club, L.L.C.		Florida		23-2883354**
Naples TBI Realty, LLC		Florida		23-2417123**
Orlando TBI Realty LLC		Florida		23-2417123**
Palm Cove Golf & Yacht Club I LLC		Florida		23-3007073**
Palm Cove Golf & Yacht Club II LLC		Florida		23-3007073**
Palm Cove Marina I LLC		Florida		23-3007073**
Palm Cove Marina II LLC		Florida		23-3007073**
Paramount Village LLC		California		23-2748091**
Phillips Drive LLC		Maryland		23-3044366**
Prince William Land I LLC		Virginia		23-2774670**
Prince William Land II LLC		Virginia		23-2774670**
Regency at Denville LLC		New Jersey		23-2810344**
Regency at Dominion Valley LLC		Virginia		23-2984309**
Regency at Long Valley I LLC		New Jersey		23-3038827**
Regency at Long Valley II LLC		New Jersey		23-3038827**
Regency at Mansfield I LLC		New Jersey		23-3038827**
Regency at Mansfield II LLC		New Jersey		23-3038827**
Regency at Washington I LLC		New Jersey		23-3098583**
Regency at Washington II LLC		New Jersey		23-3098583**
Sapling Ridge, LLC		Maryland		23-2978195**
South Riding Realty LLC		Virginia		23-2861890**
SR Amberlea LLC		Virginia		20-0383954**
SRLP II LLC		Virginia		23-2994639
Tampa TBI Realty LLC		Florida		23-2417123**
TB Kent Partners LLC		Delaware		20-3887115**
The Regency Golf Club I LLC		Virginia		23-2984309**
The Regency Golf Club II LLC		Virginia		23-2984309**
The Ridges at Belmont Country Club I LLC		Virginia		23-2810333*
The Ridges at Belmont Country Club II LLC		Virginia		23-2810333*
Toll Austin TX LLC		Texas		26-0389752

		State or Other
		Jurisdiction of		I.R.S. Employer
Exact Name of Registrant		Incorporation or		Identification
as Specified in its Charter		Organization		Number
Toll Cedar Hunt LLC		Virginia		23-2994369**
Toll CO I LLC		Colorado		23-2978294**
Toll Corners LLC		Delaware		23-2709099**
Toll Dallas TX LLC		Texas		26-0389704
Toll DE X, LLC		Delaware		82-0571193
Toll DE X II, LLC		Delaware		20-1220599
Toll EB, LLC		Delaware		23-2810344**
Toll Equipment, L.L.C.		Delaware		23-2417123**
Toll FL I, LLC		Florida		23-3007073
Toll Glastonbury LLC		Connecticut		23-3041974**
Toll Henderson LLC		Nevada		56-2489922**
Toll Hoboken LLC		Delaware		20-0465460**
Toll IN LLC		Indiana		23-2417123**
Toll Jupiter LLC		Florida		20-3368529
Toll Locust Hill LLC		Maryland		20-3675884**
Toll MD I, L.L.C.		Maryland		23-2737488**
Toll MD II LLC		Maryland		23-2740412**
Toll Morgan Street LLC		Delaware		20-5088496**
Toll NJ I, L.L.C.		New Jersey		23-3091620**
Toll NJ II, L.L.C.		New Jersey		23-3091620**
Toll NJ III, LLC		New Jersey		23-2417123**
Toll North LV LLC		Nevada		56-2489922**
Toll North Reno LLC		Nevada		56-2489922**
Toll NV Holdings LLC		Nevada		56-2489922**
Toll Realty L.L.C.		Florida		23-2417123**
Toll Reston Associates, L.L.C.		Delaware		23-2551790**
Toll San Antonio TX LLC		Texas		20-4888966
Toll South LV LLC		Nevada		56-2489922**
Toll South Reno LLC		Nevada		56-2489922**
Toll Stratford LLC		Virginia		20-3116806
Toll VA L.L.C.		Delaware		51-0385728
Toll VA III L.L.C.		Virginia		23-2417123**
Toll Van Wyck, LLC		New York		23-2796637**
Toll Vanderbilt I LLC		Rhode Island		23-3020194**
Toll Vanderbilt II LLC		Rhode Island		51-1195217**
Toll-Dublin, LLC		California		23-3070669**
Vanderbilt Capital LLC		Rhode Island		56-2421664
Virginia Construction Co. I, LLC		Virginia		23-2417123**
Virginia Construction Co. II, LLC		Virginia		23-2417123**

PROSPECTUS
[graphic omitted]

TOLL BROTHERS, INC.
Common Stock
Preferred Stock
Warrants
Guarantees of Debt Securities

TOLL CORP.
FIRST HUNTINGDON FINANCE CORP.
TOLL BROTHERS FINANCE CORP.
TOLL FINANCE CORP.
Debt Securities

          Toll Brothers, Inc. may offer and sell any combination of the following securities from time to time:

	•		common stock;
	•		preferred stock;
	•		warrants to purchase common stock or preferred stock issued by Toll Brothers, Inc. or debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp.; and
	•		guarantees of debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp.

     Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. may offer debt securities from time to time. If indicated in the relevant prospectus supplement, the debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. may, in addition to the guarantee of Toll Brothers, Inc., be fully and unconditionally guaranteed by a number of our directly or indirectly wholly-owned subsidiaries. Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. are indirect, wholly-owned subsidiaries of Toll Brothers, Inc.

     We may offer these securities from time to time, in amounts, on terms and at prices that will be determined at the time of offering. We will provide specific terms of these securities, including their offering prices, in prospectus supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest.

     Toll Brothers, Inc.’s common stock is listed on the New York Stock Exchange under the Symbol “TOL.”

     We may offer these securities to or through underwriters, through dealers or agents, directly to you or through a combination of these methods. You can find additional information about our plan of distribution for the securities under the heading “Plan of Distribution” beginning on page 35 of this prospectus. We will also describe the plan of distribution for any particular offering of these securities in the prospectus supplement. This prospectus may not be used to sell our securities unless it is accompanied by a prospectus supplement.

     You should consider carefully the discussion of risk factors incorporated by reference from our most recent annual report on Form 10-K and our subsequently filed quarterly reports on Form 10-Q that update

our risk factors disclosure discussed under the caption “Risk Factors” on page 5 of this prospectus before purchasing any securities offered by this prospectus.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 29, 2008.

TABLE OF CONTENTS

		Page
About This Prospectus			2
Our Company			2
Where You Can Find More Information			3
Incorporation of Certain Information By Reference			4
Risk Factors			5
Forward-Looking Statements			5
Use of Proceeds			6
Ratio of Earnings to Fixed Charges			6
Description of Capital Stock			6
Description of Warrants			11
Description of Senior Debt Securities and Guarantees			14
Description of Subordinated Debt Securities and Guarantees			25
Plan of Distribution			35
Legal Matters			37
Experts			37

ABOUT THIS PROSPECTUS

          This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or the “SEC,” utilizing a “shelf” registration or continuous offering process. Under this process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings.

          This prospectus provides you with a general description of the securities we may offer. Each time we offer securities that are registered under this process, we will provide a prospectus supplement that will contain specific information about the terms of that offering. That prospectus supplement may include a description of any risk factors or other special considerations applicable to those securities. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in the prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and the prospectus supplement, including the information we have incorporated by reference, together with the additional information described under the heading “Where You Can Find More Information” before you invest.

          You should rely only on the information incorporated by reference or provided in this prospectus and the accompanying prospectus supplement or included elsewhere in the registration statement of which this prospectus is a part. We have not authorized anyone to provide you with different information. We are not making an offer to sell or soliciting an offer to buy these securities in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make the offer or solicitation. You should not assume that the information in this prospectus or the accompanying prospectus supplement is accurate as of any date other than the date on the front of the document.

          Any of the securities described in this prospectus may be convertible or exchangeable into other securities we describe in this prospectus or will describe in a prospectus supplement and may be issued separately, together or as part of a unit consisting of two or more securities, which may or may not be separate from one another. These securities may include new or hybrid securities developed in the future that combine features of any of the securities described in this prospectus.

          Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “Toll Brothers,” “the Company,” “we,” “us,” “our” or similar references mean Toll Brothers, Inc. and its subsidiaries, including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp., unless the context otherwise requires.

OUR COMPANY

          Toll Brothers, Inc., a Delaware corporation formed in May 1986, began doing business through predecessor entities in 1967. We design, build, market and arrange financing for single-family detached and attached homes in luxury residential communities. We are also involved, directly and through joint ventures, in projects where we are building, or converting existing rental apartment buildings into high-, mid- and low-rise luxury homes. We cater to move-up, empty-nester, active-adult, age-qualified and second-home buyers in 21 states of the United States. In the five years ended October 31, 2007, we delivered 35,931 homes from 618 communities, including 7,023 homes from 385 communities in fiscal 2007. Included in the five-year and fiscal 2007 deliveries are 336 units that were delivered from several communities where we use the percentage of completion accounting method to recognize revenues and cost of revenues.

          Our traditional, single-family communities are generally located on land we have either acquired and developed or acquired fully approved and, in some cases, improved. As of Septemebr 30, 2008, we had operations in the major suburban and urban residential areas of:

	•		the Philadelphia, Pennsylvania metropolitan area
	•		the Lehigh Valley area of Pennsylvania
	•		central and northern New Jersey
	•		the Virginia and Maryland suburbs of Washington, D.C.
	•		the Baltimore, Maryland metropolitan area

	•		the Eastern Shore of Maryland and Delaware
	•		the Richmond, Virginia metropolitan area
	•		the Boston, Massachusetts metropolitan area
	•		the Providence, Rhode Island metropolitan area
	•		Fairfield, Hartford and New Haven Counties, Connecticut
	•		Westchester, Dutchess and Ulster Counties, New York
	•		the boroughs of Manhattan, Brooklyn and Queens in New York City
	•		the Los Angeles, California metropolitan area
	•		the San Francisco Bay, Sacramento and San Jose areas of northern California
	•		the Palm Springs, California area
	•		the Phoenix and Tucson, Arizona metropolitan areas
	•		the Raleigh and Charlotte, North Carolina metropolitan areas
	•		the Dallas, Austin and San Antonio, Texas metropolitan areas
	•		the southeast and southwest coasts and the Jacksonville, Orlando and Tampa areas of Florida
	•		the Atlanta, Georgia metropolitan area
	•		the Las Vegas and Reno, Nevada metropolitan areas
	•		the Detroit, Michigan metropolitan area
	•		the Chicago, Illinois metropolitan area
	•		the Denver, Colorado metropolitan area
	•		the Hilton Head area of South Carolina
	•		the Minneapolis/St. Paul, Minnesota metropolitan area
	•		the Martinsburg, West Virginia area

          We continue to explore additional geographic areas for expansion.

          We operate our own land development, architectural, engineering, mortgage, title, landscaping, lumber distribution, house component assembly, and manufacturing functions. We also develop, own and operate golf courses and country clubs associated with several of our master planned communities.

          In recognition of our achievements, we have received numerous awards from national, state and local home builder publications and associations. We are the only publicly traded national home builder to have won all three of the industry’s highest honors: America’s Best Builder (1996), the National Housing Quality Award (1995), and Builder of the Year (1988).

          Our executive offices are located at 250 Gibraltar Road, Horsham, Pennsylvania 19044. Our telephone number is (215) 938-8000.

WHERE YOU CAN FIND MORE INFORMATION

          This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act of 1933 (the “Securities Act”). This prospectus does not contain all of the information set forth in the registration statement. For further information about us, you should refer to the registration statement. The information included or incorporated by reference in this prospectus summarizes material provisions of contracts and other documents to which we refer you. Since the information included or incorporated by reference in this prospectus may not contain all of the information that you may find important, you should review the full text of the documents to which we refer you. We have filed these documents as exhibits to our registration statement.

          We are subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). In accordance with those requirements, we file annual, quarterly and special reports, proxy statements and other information with the SEC. You can read and copy any document we file with the SEC at the SEC’s public reference room at the following location:

100 F Street, N.E.
Washington, D.C. 20549

          You may obtain information on the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from the SEC’s Internet website at http://www.sec.gov. We also make available free of charge on our website, at http://www.tollbrothers.com, all materials that we file electronically with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. In addition, our common stock is listed on the New York Stock Exchange (“NYSE”) and similar information concerning us can be inspected and copied at the NYSE, 11 Wall Street, New York, New York 10005.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

          The SEC allows us to “incorporate by reference” into this prospectus the information we file with it. This means that we are permitted to disclose important information to you by referring you to other documents we have filed with the SEC. We incorporate by reference in two ways. First, we list certain documents that we have filed with the SEC. The information in these documents is considered part of this prospectus. Second, we expect to file additional documents with the SEC in the future that will, when filed, update the current information included in or incorporated by reference in this prospectus. You should consider any statement contained in this prospectus or in a document which is incorporated by reference into this prospectus to be modified or superseded to the extent that the statement is modified or superseded by another statement contained in a later dated document that constitutes a part of this prospectus or is incorporated by reference into this prospectus. You should consider any statement which is so modified or superseded to be a part of this prospectus only as so modified or superseded.

          We incorporate by reference in this prospectus all the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus (excluding, in each case, any portion of such documents that may have been “furnished” but not “filed” for purposes of the Exchange Act):

	•		Annual Report on Form 10-K of Toll Brothers, Inc. filed with the SEC for the fiscal year ended October 31, 2007;
	•		Quarterly Reports on Form 10-Q of Toll Brothers, Inc. filed with the SEC for the quarters ended January 31, 2008, April 30, 2008 and July 31, 2008;
	•		Current Reports on Form 8-K of Toll Brothers, Inc. filed with the SEC on December 17, 2007, December 19, 2007, December 28, 2007, February 7, 2008, March 18, 2008, and June 13, 2008;
	•		The description of the common stock of Toll Brothers, Inc. contained in its registration statement filed with the SEC on a Form 8-A dated June 19, 1986 registering the common stock under Section 12 of the Securities Exchange Act of 1934, and any amendment or report filed to update the description; and
	•		The description of preferred stock purchase rights contained in the registration statement of Toll Brothers, Inc. filed with the SEC on June 18, 2007 on Form 8-K, and any amendment or report filed to update the description.

          We will deliver, without charge, to anyone receiving this prospectus, upon written or oral request, a copy of any document incorporated by reference in this prospectus but not delivered with this prospectus, but the exhibits to those documents will not be delivered unless they have been specifically incorporated by reference. Requests for these documents should be made to: Director of Investor Relations, Toll Brothers, Inc., 250 Gibraltar Road, Horsham PA 19044 (215) 938-8000. We will also make available to the holders of the securities offered by this prospectus annual reports which will include audited financial statements of Toll Brothers, Inc. and its consolidated subsidiaries, including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. We do not expect that Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. will be required to make filings with the Commission under Section 15(d) of the Exchange Act.

RISK FACTORS

          Our business is subject to certain uncertainties and risks. You should consider carefully and evaluate all of the information contained or incorporated by reference in this prospectus or a supplement to this prospectus, including the risk factors incorporated by reference from our most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q that update those risk factors before purchasing any securities offered in connection with this prospectus. It is possible that our business, financial condition, liquidity or results of operations could be materially adversely affected by any of these risks.

FORWARD-LOOKING STATEMENTS

          This prospectus, the accompanying prospectus supplement and the documents incorporated by reference into this prospectus contain or may contain forward-looking statements within the meaning of Section 27A of the Securities Act. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. The statements may include information relating to anticipated operating results (including changes in revenues, profitability and operating margins), financial resources, interest expense, inventory write-downs, changes in accounting treatment, effects of homebuyer cancellations, growth and expansion, anticipated income or loss to be realized from our investments in unconsolidated entities, the ability to acquire land, the ability to gain approvals and to open new communities, the ability to sell homes and properties, the ability to deliver homes from backlog, the ability to secure materials and subcontractors, the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities in the future, industry trends, and stock market valuations.

          Any or all of the forward-looking statements included in this prospectus, the accompanying prospectus supplement and the documents incorporated by reference into this prospectus are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. These risks and uncertainties include local, regional and national economic conditions, the demand for homes, domestic and international political events, uncertainties created by terrorist attacks, the effects of governmental regulation, the competitive environment in which we operate, fluctuations in interest rates, changes in home prices and sales activity in the markets where we build homes, the availability and cost of land for future growth, adverse market conditions that could result in substantial inventory write-downs, the availability of capital, uncertainties and fluctuations in capital and securities markets, changes in tax laws and their interpretation, legal proceedings, the availability of adequate insurance at reasonable cost, 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 our 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 and weather conditions.

          The factors mentioned in this prospectus, the accompanying prospectus supplement and the documents incorporated by reference into this prospectus will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements. If one or more of the assumptions underlying our forward-looking statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by the forward-looking statements. Therefore, we caution you not to place undue reliance on our forward-looking statements. This statement is provided as permitted by the Private Securities Litigation Reform Act of 1995.

          Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted.

USE OF PROCEEDS

          We intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, which may include the acquisition of residential development properties, the repayment of our outstanding indebtedness, working capital or for any other purposes as may be described in the accompanying prospectus supplement.

RATIO OF EARNINGS TO FIXED CHARGES

          The following table shows our ratio of earnings to fixed charges for the periods indicated:

		Twelve months ended October 31,																				Nine months ended July 31,
		2003				2004				2005				2006				2007				2007				2008
Ratio of earnings to fixed charges			4.48				6.37				7.78				8.55				1.26				2.56				(a	)

          There was no preferred stock outstanding for any of the periods shown above. Accordingly, the ratio earnings to combined fixed charges and preferred stock dividends was identical to the ratio of earnings to fixed charges.

DESCRIPTION OF CAPITAL STOCK

          As of September 30, 2008, our authorized capital stock consisted of 200,000,000 shares of common stock, $.01 par value per share, and 1,000,000 shares of preferred stock, $.01 par value per share; however, subject to the limitations and procedures described below, our stockholders have authorized increases in the respective numbers of shares of common stock and preferred stock. In March 2005, our stockholders authorized the filing by the Board of Directors, in its discretion, of one or more amendments to our Certificate of Incorporation from time to time on or before March 31, 2010 to increase: (a) the authorized common stock by up to 300,000,000 additional shares in any combination of one or more 10,000,000-share increments, and/or (b) the authorized preferred stock by a single increment of 14,000,000 additional shares. Prior to the stockholder authorization, the Board of Directors of Toll Brothers, Inc. (“Board of Directors”) resolved to not, without the prior approval of our stockholders, utilize more than 200,000,000 of the 300,000,000 shares of the proposed increase in authorized common stock for any purpose other than stock splits, stock dividends or similar stock distributions to stockholders. On June 16, 2005, the Board of Directors filed an amendment to our Certificate of Incorporation, in accordance with this stockholder authorization, which amendment increased the number of authorized shares of common stock from 100,000,000 to 200,000,000. If additional amendments increasing our authorized capital stock to the maximum limits authorized by the stockholders are filed by March 31, 2010, our authorized common stock will be increased to 400,000,000 shares and our authorized preferred stock will be increased to 15,000,000 shares. The procedure was approved by stockholders to permit us to avoid an immediate increase in the amount of annual Delaware corporate franchise tax that we are required to pay, while giving the Board of Directors the flexibility to quickly increase the authorized shares of common or preferred stock without the necessity of further action by the stockholders when additional authorized shares are needed.

Common Stock

          Subject to the rights and preferences of any holders of our preferred stock, of which there were none as of September 30, 2008, the holders of our common stock are entitled to one vote per share on all matters that require a vote of the common stockholders. In addition, the holders of our common stock are entitled to receive such dividends as legally may be declared by the Board of Directors and to receive pro rata our net assets upon liquidation. There are no cumulative voting, preemptive, conversion or redemption rights applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable.

          Except as otherwise specifically provided by law or as set forth in “Anti-Takeover Effects of our Certificate of Incorporation, our Bylaws, our Rights Plan and Delaware Law—Classified Board of Directors and Restrictions On Removal” below, all matters coming before a meeting of stockholders other than election of Directors are determined by a majority of the votes cast affirmatively or negatively. Directors are elected by a plurality of the votes cast.

          On June 13, 2007, the Board of Directors adopted a Rights Agreement which established a Stockholder Rights Plan. This Stockholder Rights Plan provides for one right to attach to each share of our common stock. Upon the occurrence of certain events, each right entitles the registered holder to purchase from us a unit consisting of one ten-thousandth of a share of Series A Junior Participating Preferred Stock at a purchase price of $100 per unit. Initially the rights attach to all common stock certificates and no separate rights certificates will be distributed. The rights will separate from the common stock and a distribution date will occur upon the earlier of:

	•		10 days following a public announcement that a person or group of affiliated persons has acquired beneficial ownership of 15% or more of the outstanding shares of our common stock (the “Stock Acquisition Date”); or
	•		10 business days following the commencement of a tender offer that would result in a person or group beneficially owning 15% or more of the outstanding shares of our common stock.

          The rights are not exercisable until the distribution date and will expire at the close of business on July 11, 2017. In the event any non-exempt person or group acquires 15% or more of the then outstanding shares of our common stock, unless the acquisition is made pursuant to a tender offer for all outstanding shares at a price determined by a majority of the members of the Board of Directors, excluding any members of the Board of Directors who are also officers of the Company, to be fair and otherwise in our best interests and the best interests of our stockholders, each holder of a right will have the right to receive, upon exercise, common stock having a value equal to two times the exercise price of the right; except that the rights held by a non-exempt person or group become null and void upon that person or group acquiring 15% or more of the then outstanding shares of our common stock. At any time until 10 days following the Stock Acquisition Date, we may redeem the rights at a price of $.001 per right. The Rights Agreement establishing the Stockholder Rights Plan was filed with the SEC on June 18, 2007 as an exhibit to a Current Report on Form 8-K. For additional information, holders of the common stock of Toll Brothers, Inc. should read the Rights Agreement, which is incorporated by reference in this prospectus.

          Our common stock is traded on the NYSE under the symbol “TOL.”

          The registrar and transfer agent for our common stock is American Stock Transfer & Trust Company, LLC.

Preferred Stock

          General. We may issue, from time to time, shares of one or more series of preferred stock. Summarized below are the general terms and provisions that will apply to any preferred stock that may be offered, except as otherwise described by the prospectus supplement. When we offer to sell a particular series of preferred stock, a prospectus supplement will update our description of our preferred stock, as applicable, to reflect the issuance of any then issued and outstanding series and describe the specific terms of the series of preferred stock being offered. If any of the general terms and provisions described in this prospectus apply to the particular series of preferred stock, the prospectus supplement will so indicate and will describe any alternative provisions that are applicable. Each series of preferred stock will be issued under a certificate of designations relating to that series, and will also be subject to our Second Restated Certificate of Incorporation, as may be amended from time to time (“Certificate of Incorporation”).

          The following summary of various provisions of the preferred stock is not complete. You should read our Certificate of Incorporation and each certificate of designations relating to a specific series of preferred stock for additional information. Each certificate of designations relating to a specific series of preferred stock will be filed as an amendment to the registration statement or as an exhibit to a document incorporated by reference in the registration statement of which this prospectus is a part at the time of issuance of the particular series of preferred stock.

          The Board of Directors is authorized to issue shares of preferred stock, in one or more series, and to fix for each series voting powers and the preferences and relative, participating, optional or other special rights and the qualifications, limitations or restrictions, that are permitted by the Delaware General Corporation Law. The Board of Directors is authorized to determine the following terms for each series of preferred stock, which will be described in the prospectus supplement:

	•		the number of shares and their designation and title;
	•		the dividend rate or the method of calculating the dividend rate, if applicable;
	•		the priority as to payment of dividends;
	•		the dividend periods or the method of calculating the dividend periods, if applicable;
	•		the voting rights, if any;
	•		the liquidation preference and the priority as to payment of the liquidation preference upon our liquidation or winding-up;
	•		whether and on what terms the shares will be subject to redemption or repurchase at our option;
	•		whether and on what terms the shares will be convertible into or exchangeable for other debt or equity securities;
	•		whether the shares will be listed on a securities exchange; and
	•		the other rights and privileges and any qualifications, limitations or restrictions relating to the shares.

          Dividends. Holders of a series of preferred stock will be entitled to the dividend rights, if any, described in the prospectus supplement relating to the offering of that series. The prospectus supplement will identify, as applicable, the dividend rates and the record and payment dates, as well as any other terms of any dividend rights applicable to the series.

          Unless otherwise described in the prospectus supplement, each series of preferred stock to which dividend rights are given will rank junior with respect to dividends to any series of preferred stock that may be issued in the future that is expressly senior with respect to dividends to the earlier series of the preferred stock. If at any time we fail to pay accrued dividends on any senior series of preferred stock at the time dividends are payable on a junior series of preferred stock, we may not pay any dividend on the junior series of preferred stock or redeem or otherwise repurchase shares of the junior series of preferred stock until the accumulated but unpaid dividends on the senior series have been paid or set aside for payment in full by us.

          Convertibility. No series of preferred stock will be convertible or exchangeable for other securities or property, except, in the case of any series, to the extent conversion or exchange rights of that series are otherwise stated in the prospectus supplement.

          Redemption and Sinking Fund. We will not have the right or obligation to redeem or pay into a sinking fund for the benefit of any series of preferred stock, except, in the case of any series, to the extent such rights or obligations are otherwise stated in the prospectus supplement.

          Liquidation Rights. Unless otherwise stated in the prospectus supplement, in the event of our liquidation, dissolution or winding-up, holders of each series of preferred stock will be entitled to receive the liquidation preference per share specified in the prospectus supplement for that particular series of preferred stock plus any accrued and unpaid dividends. We will pay these amounts to the holders of each series of the preferred stock and all amounts owing on any preferred stock ranking equally with that series of preferred stock as to distributions. These payments will be made out of our assets available for distribution to stockholders before any distribution is made to holders of common stock or any other shares of our preferred stock ranking junior to the series of preferred stock as to rights upon liquidation, dissolution or winding-up.

          In the event that there are insufficient funds to pay in full the amounts payable to all equally-ranked classes of our preferred stock, we will allocate the remaining assets equally among all series of equally-ranked preferred stock in proportion to the full respective preferential amounts to which they are entitled. Unless otherwise specified in the prospectus supplement for a series of preferred stock, after we pay the full amount of the liquidation distribution to which they are entitled, the holders of shares of a series of preferred stock will not be entitled to participate in any further distribution of our assets. Our consideration or merger with another corporation or sale of securities will not be considered a liquidation, dissolution or winding-up for these purposes.

          Voting Rights. Holders of a series of preferred stock will not have any voting rights other than any such rights that are described in the prospectus supplement relating to the offering of that series and any such rights as are otherwise from time to time required by law.

          Miscellaneous. When the preferred stock is issued, it will be fully paid and non-assessable. Holders of preferred stock will have no preemptive rights. If we redeem or otherwise reacquire any shares of preferred stock, we will restore the shares to the status of authorized and unissued shares of preferred stock. These shares will not be a part of any particular series of preferred stock and we may reissue the shares. There are no restrictions on repurchase or redemption of the preferred stock on account of any arrearage on sinking fund installments, except as may be described in the prospectus supplement. Payment of dividends on any series of preferred stock may be restricted by loan agreements, indentures or other agreements entered into by us. The prospectus supplement will describe any material contractual restrictions on dividend payments. The prospectus supplement will also describe any material United States federal income tax considerations applicable to the preferred stock.

          No Other Rights. The shares of a series of preferred stock will not have any preferences, voting powers or relative, participating, optional or other special rights except for those described above or in the prospectus supplement, our Certificate of Incorporation or the applicable certificate of designations, or as otherwise required by law.

          Transfer Agent and Registrar. The prospectus supplement for each series of preferred stock will identify the transfer agent and registrar.

Anti-Takeover Effects of our Certificate of Incorporation, our Bylaws, our Rights Plan and Delaware Law

          Blank Check Preferred Stock. Our Certificate of Incorporation provides for 1,000,000 authorized shares of preferred stock, which may be increased by the Board of Directors to 15,000,000. See “Description of Capital Stock.” The existence of authorized but unissued shares of preferred stock may enable the board of directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, the Board of Directors were to determine that a takeover proposal is not in the best interests of the Company, the Board of Directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquiror or insurgent stockholder or stockholder group. In this regard, the Certificate of Incorporation grants our Board of Directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock and may make it more difficult to change the composition of our Board of Directors and may discourage or make difficult any attempt by a person or group to obtain control of us.

          Classified Board of Directors and Restrictions On Removal. Under our Certificate of Incorporation, the Board of Directors is divided into three classes of directors serving staggered terms of three years each. Each class is to be as nearly equal in number as possible, with one class being elected each year. Our Certificate of Incorporation also provides that:

	•		directors may be removed from office only for cause and only with the affirmative vote of 66 2/3% of the voting power of the voting stock;
	•		any vacancy on the Board of Directors or any newly created directorship will be filled by the remaining directors then in office, though they may constitute less than a quorum; and
	•		advance notice of stockholder nominations for the elections of directors must be given in the manner provided by our bylaws.

          The required 66 2/3% stockholder vote necessary to alter, amend or repeal these provisions of our Certificate of Incorporation and all other provisions of our bylaws adopted by the Board of Directors, or to adopt any provisions relating to the classification of the Board of Directors and the other matters described above may make it more difficult to change the composition of our Board of Directors and may discourage or make difficult any attempt by a person or group to obtain control of us.

          Provisions of Rights Plan. As discussed under “Description of Capital Stock—Common Stock,” we have adopted a Rights Agreement that provides stockholders with rights to purchase shares of our Series A Junior Participating Preferred Stock under certain circumstances involving a potential change in control. The rights have certain anti-takeover effects, and will cause substantial dilution to a person or group that attempts to acquire the Company in certain circumstances. Accordingly, the existence of the rights may deter certain acquirors from making takeover proposals or tender offers. The rights, however, are not intended to prevent a takeover, but rather are designed to enhance the ability of the Board of Directors to negotiate with a potential acquiror on behalf of all of the stockholders.

          Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder, unless (a) prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer or (c) at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. The application of Section 203 of the Delaware General Corporation Law may discourage or make difficult any attempt by a person or group to obtain control of us.

          Section 203 of the Delaware General Corporation Law defines the term “business combination” to include: (a) any merger or consolidation involving the corporation or any of its direct or indirect majority-owned subsidiaries and the interested stockholder or another entity if the merger or consolidation is caused by the interested stockholder; (b) any sale, lease, exchange, mortgage, pledge or transfer of 10% or more of either the aggregate market value of all of the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation or any of its direct or indirect majority-owned subsidiaries involving the interested stockholder; (c) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation or by any of its direct or indirect majority-owned subsidiaries of any stock of the corporation or that subsidiary to the interested stockholder; (d) subject to certain exceptions, any transaction involving the corporation or any of its direct or indirect majority-owned subsidiaries that has the effect of increasing the proportionate share of the stock of any class or series of the corporation or that subsidiary owned by the interested stockholder; or (e) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or any of its direct or indirect majority-owned subsidiaries. In general, Section 203 defines an “interested stockholder” as any entity or person owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

DESCRIPTION OF WARRANTS

General

          We may issue, together with other securities offered by this prospectus or separately, warrants for the purchase of the following:

	•		our common stock
	•		our preferred stock; or
	•		our debt securities.

          Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The terms of each warrant agreement will be discussed in the prospectus supplement relating to the particular series of warrants. Copies of the form of agreement for each warrant, including the forms of certificates representing the warrants, reflecting the provisions to be included in these agreements for a particular offering will be, in each case, filed with the SEC in an amendment to the registration statement or as an exhibit to a document incorporated by reference in the registration statement of which this prospectus is a part prior to the date of any prospectus supplement relating to an offering of the particular warrant.

          We have summarized below the general terms and provisions that will apply to any warrants that may be offered, except as otherwise described by the prospectus supplement. When we offer to sell warrants, a prospectus supplement will describe the specific terms of that series of warrants. If any of the general terms and provisions described in this prospectus do not apply to the particular series of warrants being offered the prospectus supplement will so indicate and will describe any alternative provisions that are applicable. The following summary of various provisions of the warrants, the warrant agreements and the warrant certificates is not complete. You should read all of the provisions of the applicable warrant agreement and warrant certificate, including the definitions contained in those documents of various terms, for additional important information concerning any series of warrants offered by this prospectus.

Common Stock Warrants

          General. The prospectus supplement relating to any series of common stock warrants that are offered by this prospectus will describe the specific terms of that series of common stock warrants, any related common stock warrant agreement and the common stock warrant certificate(s) representing the common stock warrants. The prospectus supplement will describe, among other things, the following terms, to the extent they are applicable to that series of common stock warrants:

	•		the procedures and conditions relating to the exercise of the common stock warrants;
	•		the number of shares of common stock, if any, issued with the common stock warrants;
	•		the date, if any, on and after which the common stock warrants and any related shares of common stock will be separately transferable;
	•		the offering price, if any, of the common stock warrants;
	•		the number of shares of common stock which may be purchased upon exercise of the common stock warrants and the price or prices at which the shares may be purchased upon exercise;
	•		the date on which the right to exercise the common stock warrants will begin and the date on which the right will expire;
	•		a discussion of the material United States federal income tax considerations applicable to the exercise of the common stock warrants;
	•		call provisions, if any, of the common stock warrants; and
	•		any other material terms of the common stock warrants.

          Common stock warrant certificates will be exchangeable for new common stock warrant certificates of different denominations. In addition, common stock warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. A holder of a common stock warrant will not have any of the rights of a holder of the common stock which may be purchased by the exercise of the common stock warrant before the common stock is purchased by the exercise of the common stock warrant. Accordingly, before a common stock warrant is exercised, the holder will not be entitled to receive any dividend payments or exercise any voting or other rights associated with the shares of common stock which may be purchased when the common stock warrant is exercised.

          Exercise of Common Stock Warrants. Each common stock warrant will entitle the holder to purchase for cash the number of shares of our common stock at the exercise price that is described or explained in the prospectus supplement. Common stock warrants may be exercised at any time from the time they become exercisable, as described in the prospectus supplement, up to the time on the date stated in the prospectus supplement. Afterwards, unexercised common stock warrants will become void.

          Common stock warrants may be exercised in the manner described in the prospectus supplement. When we receive payment and the properly completed and duly executed common stock warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward a certificate representing the number of shares of common stock purchased upon exercise of the common stock warrants. If less than all of the common stock warrants represented by the common stock warrant certificate are exercised, we will issue a new common stock warrant certificate for the amount of common stock warrants that remain exercisable.

Preferred Stock Warrants

          General. The prospectus supplement relating to any series of preferred stock warrants that are offered by this prospectus will describe the specific terms of that series of preferred stock warrants, any related preferred stock warrant agreement and the preferred stock warrant certificate(s) representing the preferred stock warrants. The prospectus supplement will describe, among other things, the following terms, to the extent they are applicable to that series of preferred stock warrants:

	•		the designation and terms of the shares of preferred stock which may be purchased upon exercise of the preferred stock warrants and the procedures and conditions relating to the exercise of the preferred stock warrants;
	•		the designation and terms of any related shares of preferred stock with which the preferred stock warrants are issued and the number of shares of the preferred stock, if any, issued with preferred stock warrants;
	•		the date, if any, on and after which the preferred stock warrants and any related shares of preferred stock will be separately transferable;
	•		the offering price, if any, of the preferred stock warrants;
	•		the number of shares of preferred stock which may be purchased upon exercise of the preferred stock warrants and the initial price or prices at which the shares may be purchased upon exercise;
	•		the date on which the right to exercise the preferred stock warrants will begin and the date on which the right will expire;
	•		a discussion of the material United States federal income tax considerations relevant to the exercise of the preferred stock warrants;
	•		call provisions, if any, of the preferred stock warrants; and
	•		any other material terms of the preferred stock warrants.

          Preferred stock warrant certificates will be exchangeable for new preferred stock warrant certificates of different denominations. In addition, preferred stock warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. A holder of a preferred stock warrant will not have any of the rights of a holder of the preferred stock which may be purchased by the exercise of the preferred stock warrant before the preferred stock is purchased by the exercise of the preferred stock warrant. Accordingly, before a

preferred stock warrant is exercised, the holder will not be entitled to receive any dividend payments or exercise any voting or other rights associated with the preferred stock which may be purchased when the preferred stock warrant is exercised.

          Exercise of Preferred Stock Warrants. Each preferred stock warrant will entitle the holder to purchase for cash the number of shares of our preferred stock at the exercise price described or explained in the prospectus supplement. Preferred stock warrants may be exercised at any time from the time they become exercisable, as described in the prospectus supplement, up to the time on the date stated in the prospectus supplement. Afterwards, unexercised preferred stock warrants will become void.

          Preferred stock warrants may be exercised in the manner described in the prospectus supplement. When we receive payment and the properly completed and duly executed preferred stock warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward a certificate representing the number of shares of preferred stock purchased upon exercise of the preferred stock warrants. If less than all of the preferred stock warrants represented by the preferred stock warrant certificate are exercised, we will issue a new preferred stock warrant certificate for the amount of preferred stock warrants that remain exercisable.

Debt Warrants

          General. The prospectus supplement relating to any series of debt warrants that are offered by this prospectus will describe the specific terms of that series of debt warrants, any related debt warrant agreement and the debt warrant certificate(s) representing the debt warrants. The prospectus supplement will describe, among other things, the following terms, to the extent they are applicable to that series of debt warrants:

	•		the issuer of the debt securities which may be purchased upon exercise of the debt warrants, the designation, number, stated value and terms of those debt securities, the terms of the related guarantees and the procedures and conditions relating to the exercise of the debt warrants;
	•		the designation and terms of any debt securities and related guarantees with which the debt warrants are issued and the number of the debt warrants issued with each debt security;
	•		the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable;
	•		the principal amount of debt securities which may be purchased upon exercise of each debt warrant and the price at which the principal amount of debt securities may be purchased upon exercise of the debt warrant;
	•		the date on which the right to exercise the debt warrants will begin and the date on which the right will expire;
	•		a discussion of the material United States federal income tax considerations relevant to the exercise of the debt warrants;
	•		whether the debt warrants represented by the debt warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered;
	•		call provisions, if any, of the debt warrants; and
	•		any other material terms of the debt warrants.

          Debt warrant certificates will be exchangeable for new debt warrant certificates of different denominations. In addition, debt warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. A holder of a debt warrant will not have any of the rights of a holder of the debt securities which may be purchased by the exercise of the debt warrant before the debt securities are purchased by the exercise of the debt warrant. Accordingly, before a debt warrant is exercised, the holder will not be entitled to receive any payments of principal, premium, if any, or interest, if any, on the debt securities which may be purchased by the exercise of that debt warrant.

          Exercise of Debt Warrants. Each debt warrant will entitle the holder to purchase for cash the principal amount of debt securities described in the prospectus supplement at the exercise price described or explained in the prospectus supplement. Debt warrants may be exercised at any time from the time they become exercisable, as described in the

prospectus supplement, up to the time on the date stated in the prospectus supplement. Afterwards, unexercised debt warrants will become void.

          Debt warrants may be exercised in the manner described in the prospectus supplement. When we receive payment and the properly completed and duly executed debt warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the debt securities purchased upon the exercise of the debt warrants. If less than all of the debt warrants represented by the debt warrant certificate are exercised, we will issue a new debt warrant certificate for the amount of debt warrants that remain exercisable.

DESCRIPTION OF SENIOR DEBT SECURITIES AND GUARANTEES

          Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. may issue debt securities from time to time in one or more series. Any series of debt securities offered by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. will be offered together with the guarantees of Toll Brothers, Inc. and any of its directly or indirectly owned subsidiaries that guarantee the debt securities which, unless otherwise provided in the prospectus supplement, will be full and unconditional.

          One or more series of the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. may be issued under a single indenture. Alternatively, any series of debt securities may be issued under a separate indenture. The terms applicable to each series of debt securities will be stated in the indenture and may be modified by the resolution(s) authorizing that series of debt securities adopted by the board of directors, or an officer or committee of officers authorized by the board of directors, of both the issuer of the debt securities, Toll Brothers, Inc. and any of its directly or indirectly owned subsidiaries that guarantee the debt securities under the applicable indenture. We refer in this prospectus to the resolution(s) authorizing a series of debt securities as an authorizing resolution. Each indenture under which any debt securities are issued, including the applicable authorizing resolution(s), is referred to in this prospectus as an “indenture,” and collectively with any other indentures, as the “indentures.” Each indenture will be entered into among Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the obligor, Toll Brothers, Inc. and/or any of its directly or indirectly owned subsidiaries that are guarantors of the debt securities, as the issuer(s) of the related guarantees, and the institution named in the prospectus supplement, as trustee.

          The following is a description of certain general terms and provisions of the debt securities we may offer by this prospectus. The name of the issuer and the particular terms of any series of debt securities we offer, including the extent to which the general terms and provisions may apply to that series of debt securities, will be described in a prospectus supplement relating to those debt securities. Except as otherwise indicated in this prospectus or in the prospectus supplement, the following description of indenture terms is applicable to, and each reference to “the indenture” is a reference to, each indenture that Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. may enter into with respect to any series of debt securities we may offer by this prospectus, unless the context otherwise requires.

          The terms of any series of the debt securities include those stated in the applicable indenture. Holders of each series of the debt securities are referred to the indenture for that series, including the applicable authorizing resolution, for a statement of the terms. The respective forms of indentures for the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. are filed as exhibits to the registration statement of which this prospectus is a part. Each indenture may be amended or modified for any series of debt securities by an authorizing resolution which will be described in the prospectus supplement, and the applicable authorizing resolution relating to any series of debt securities offered pursuant to this prospectus will be filed as an exhibit to a report incorporated by reference in this prospectus. The following summary of certain provisions of the debt securities and the indenture is not complete. You should read all of the provisions of the indenture, including the definitions contained in the indenture which are not otherwise defined in this prospectus, and the prospectus supplement. Wherever we refer to particular provisions or defined terms of the indenture, these provisions or defined terms are incorporated in this prospectus by reference.

General

          The debt securities, when issued, will be obligations that constitute senior secured debt or senior unsecured debt of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be. Toll Brothers, Inc. and any of its directly or indirectly owned subsidiaries that guarantee the debt securities will guarantee the payment of the principal, premium, if any, and interest on the debt securities when due, whether at maturity, by declaration of acceleration, call for redemption or otherwise. This guarantee will be full and unconditional unless otherwise provided in the prospectus supplement. See “Guarantee of Debt Securities.” The total principal amount of debt securities which may be issued under the indenture will not be limited. Debt securities may be issued under the indenture from time to time in one or more series. Unless the prospectus supplement relating to the original offering of a particular series of debt securities indicates otherwise, the issuer of that series of debt securities will have the ability to reopen the previous issue of that series of debt securities and issue additional debt securities of that series pursuant to an authorizing resolution, an officers’ certificate or an indenture supplement. Because neither Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. nor Toll Finance Corp. has any independent operations or generates any operating revenues, the funds required to pay the principal, the premium, if any, and interest on the debt securities will come from Toll Brothers, Inc. and its other subsidiaries. Except as otherwise stated in the prospectus supplement, there is no legal or contractual restriction on the ability of Toll Brothers, Inc. or the other subsidiaries of Toll Brothers, Inc. to provide these funds.

          If the debt securities of any series issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. will be subordinated to any other indebtedness of that issuer, the indebtedness of that issuer to which that series will be subordinated will be referred to in the applicable authorizing resolution and prospectus supplement as senior indebtedness of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be. The applicable authorizing resolution and prospectus supplement will define that senior indebtedness and describe the terms of the subordination. Unless otherwise stated in the prospectus supplement, the payment of principal, premium, if any, and interest on any series of debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. which is subordinated by its terms to other indebtedness of that issuer will be subordinated in right of payment, in the manner and to the extent described in the indenture under which that series is issued, to the prior payment in full of all senior indebtedness of the issuer, as defined in the applicable authorizing resolution and prospectus supplement, whether the senior indebtedness is outstanding on the date of the indenture or is created, incurred, assumed or guaranteed after the date of the indenture.

          The prospectus supplement relating to any series of debt securities that are offered by this prospectus will name the issuer and describe the specific terms of that series of debt securities. The prospectus supplement will describe, among other things, the following terms, to the extent they are applicable to that series of debt securities:

	•		their title and, if other than denominations of $1,000 and any integral multiple thereof, the denominations in which they will be issuable;
	•		their price or prices (expressed as a percentage of the respective aggregate principal amount of the debt securities) at which they will be issued;
	•		their total principal amount and, if applicable, the terms on which the principal amount of the series may be increased by a subsequent offering of additional debt securities of the same series;
	•		the interest rate (which may be fixed or variable and which may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity), the date or dates from which interest, if any, will accrue and the circumstances, if any, in which the issuer may defer interest payments;
	•		any special provisions for the payment of any additional amounts with respect to the debt securities;
	•		any provisions relating to the seniority or subordination of all or any portion of the indebtedness evidenced by the securities to other indebtedness of the issuer;

	•		the date or dates on which principal and premium, if any, are payable or the method of determining those dates;
	•		the dates and times at which interest, if any, will be payable, the record date for any interest payment and the person to whom interest will be payable if other than the person in whose name the debt security is registered at the close of business on the record date for the interest payment;
	•		the place or places where principal, premium, if any, and interest, if any, will be payable;
	•		the terms applicable to any “original issue discount” (as defined in the Internal Revenue Code of 1986, as amended, and the related regulations), including the rate or rates at which the original issue discount will accrue, and any special federal income tax and other considerations;
	•		the right or obligation, if any, of the issuer to redeem or purchase debt securities under any sinking fund or analogous provisions or at the option of a holder of debt securities, or otherwise, the conditions, if any, giving rise to the right or obligation and the period or periods within which, and the price or prices at which and the terms and conditions upon which, debt securities will be redeemed or purchased, in whole or in part, and any provisions for the marketing of the debt securities;
	•		if the amount of payments of principal, premium, if any, and interest, if any, is to be determined by reference to an index, formula or other method, the manner in which these amounts are to be determined and the calculation agent, if any, with respect to the payments;
	•		if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities which will be payable upon declaration or acceleration of the stated maturity of the debt securities pursuant to an “Event of Default,” as defined in the applicable indenture;
	•		whether the debt securities will be issued in registered or bearer form and the terms of these forms;
	•		whether the debt securities will be issued in certificated or book-entry form and, if applicable, the identity of the depositary;
	•		any provision for electronic issuance or issuances in uncertificated form;
	•		any listing of the debt securities on a securities exchange;
	•		any events of default or covenants in addition to or in place of those described in this prospectus;
	•		the terms, if any, on which the debt securities will be convertible into or exchangeable for other debt or equity securities, including without limitation the conversion price, the conversion period and any other provisions in addition to or in place of those included in this prospectus;
	•		the collateral, if any, securing payments with respect to the debt securities and any provisions relating to the collateral;
	•		whether and upon what terms the debt securities may be defeased; and
	•		any other material terms of that series of debt securities.

Guarantee of Debt Securities

          Each Guarantor (as that term is defined in the indenture) will guarantee, fully and unconditionally unless otherwise provided in the prospectus supplement, the payment of the principal, premium, if any, and interest on the debt securities as they become due, whether at maturity, by declaration of acceleration, call for redemption or otherwise. The terms of any guarantees of any debt securities will be described in an applicable prospectus supplement.

          The assets of Toll Brothers, Inc. consist principally of the stock of its subsidiaries. Therefore, the rights of Toll Brothers, Inc. and the rights of its creditors, including the holders of debt securities fully and unconditionally guaranteed by Toll Brothers, Inc., to participate in the assets of any subsidiary other than the issuer of those debt securities upon liquidation, recapitalization or otherwise will be subject to the prior claims of that subsidiary’s creditors except to the extent that claims of Toll Brothers, Inc. itself as a creditor of the subsidiary may be recognized. This includes the prior claims of the banks that have provided and are providing to First Huntingdon Finance Corp. a revolving credit facility and a term loan under agreements pursuant to which Toll Brothers, Inc. and its other subsidiaries, including Toll Corp., Toll Brothers Finance Corp. and Toll Finance Corp., have guaranteed or will guarantee the obligations owing to the banks under the revolving credit facility and the term loan.

Conversion of Debt Securities

          Unless otherwise indicated in the prospectus supplement, the debt securities will not be convertible into our common stock or into any other securities. The particular terms and conditions of the conversion rights of any series of convertible debt securities other than those described below will be described in the prospectus supplement.

          Unless otherwise indicated in the prospectus supplement, and subject, if applicable, to prior redemption at the option of the issuer of the debt securities, the holders of any series of convertible debt securities will be entitled to convert the principal amount or a portion of the principal amount which is an integral multiple of $1,000 at any time before the date specified in the prospectus supplement for the series of debt securities into shares of our common stock at the conversion price stated in the prospectus supplement, subject to adjustment as described below.

          In the case of any debt security or portion of debt security called for redemption, conversion rights will expire at the close of business on the second business day preceding the redemption date.

          We will not be required to issue fractional shares of common stock upon conversion of the debt securities of a convertible series. Instead, we will pay a cash adjustment for any fractional interest in a share of its common stock.

          Convertible debt securities surrendered for conversion during the period from the close of business on a “Record Date,” as defined in the applicable indenture, or the next preceding “Business Day,” as defined in the applicable indenture, if the Record Date is not a Business Day, preceding any “Interest Payment Date,” as defined in the applicable indenture, to the opening of business on that Interest Payment Date, other than convertible debt securities or portions of convertible debt securities called for redemption during the period, will be accompanied by payment in next-day funds or other funds acceptable to us of an amount equal to the interest payable on the Interest Payment Date on the principal amount of the convertible debt securities then being converted. Except as described in the preceding sentence, no payment or adjustment will be made on conversion of convertible debt securities on account of interest

accrued on the debt securities surrendered for conversion or for dividends on the common stock delivered on conversion. If an issuer of convertible debt securities defaults on the payment of interest for which payment is made upon the surrender of those convertible debt securities for conversion, the amount so paid will be returned to the party who made the payment.

          The conversion price of the debt securities of a convertible series will be subject to adjustment in certain events, including:

	•		the issuance of our common stock as a dividend or distribution on our common stock;
	•		the subdivision, combination or reclassification of our outstanding common stock;
	•		the issuance of rights or warrants, expiring within 45 days after the record date for issuance, to the holders of our common stock generally entitling them to acquire shares of our common stock at less than the common stock’s then “Current Market Price” as defined in the indenture;
	•		the distribution to holders of our common stock, generally, of evidences of indebtedness or our assets, excluding cash dividends paid from retained earnings and dividends or distributions payable in stock for which adjustment is otherwise made; or
	•		the distribution to the holders of our common stock, generally, of rights or warrants to subscribe for our securities, other than those for which adjustment is otherwise made.

          There will be no upward adjustment in the conversion price except in the event of a reverse stock split. We are not required to make any adjustment in the conversion price of less than 1%, but the adjustment will be carried forward and taken into account in the computation of any subsequent adjustment.

          A conversion price adjustment or the failure to make a conversion price adjustment may, under various circumstances, be deemed to be a distribution that could be taxable as a dividend under the Internal Revenue Code to holders of debt securities or to holders of common stock.

          There will be no adjustments to the conversion price of the debt securities of any convertible series as discussed above in the following situations:

	•		any consolidation or merger to which we are a party other than a merger or consolidation in which we are the continuing corporation;
	•		any sale or conveyance to another corporation of our property as an entirety or substantially as an entirety; or
	•		any statutory exchange of securities with another corporation, including any exchange effected in connection with a merger of a third corporation into us.

However, the holder of each convertible debt security outstanding at that time will have the right to convert the debt security into the kind and amount of securities, cash or other property which the holder would have owned or have been entitled to receive immediately after the transaction if the debt security was converted immediately before the effective date of the transaction.

Form, Exchange, Registration, Conversion, Transfer and Payment

          Unless otherwise indicated in the prospectus supplement:

	•		each series of debt securities will be issued in registered form only, without coupons;
	•		payment of principal, premium, if any, and interest, if any, on each series of the debt securities will be payable at the office or agency of the issuer of that series maintained for this purpose; and

•

the exchange, conversion and transfer of each series of debt securities may be registered at the office or agency of the issuer of that series maintained for this purpose and at any other office or agency maintained for this purpose.

          Subject to various exceptions described in the indenture, the issuer of each series of debt securities will be entitled to charge a reasonable fee for the registration of transfer or exchange of the debt securities of that series, including an amount sufficient to cover any tax or other governmental charge imposed or expenses incurred in connection with the transfer or exchange.

          All payments made by the issuer of a series of debt securities to the trustee and paying agent for the payment of principal, premium, if any, and interest on the debt securities of that series which remain unclaimed for two years after the principal, premium, if any, or interest has become due and payable may be repaid to the issuer. Afterwards, the holder of the debt security may look only to the issuer or, if applicable, Toll Brothers, Inc., and any of its directly or indirectly owned subsidiaries that guarantee the debt securities for payment.

Registered Global Securities

          The registered debt securities of a series may be issued in whole or in part in the form of one or more registered global debt securities. A registered global security is a security, typically held by a depositary, that represents the beneficial interests of a number of purchasers of the security. Any registered global debt securities will be deposited with and registered in the name of a depositary or its nominee identified in the prospectus supplement. In this case, one or more registered global securities will be issued, each in a denomination equal to the portion of the total principal amount of outstanding registered debt securities of the series to be represented by the registered global security.

          Unless and until a registered global security is exchanged in whole or in part for debt securities in definitive registered form, it may not be transferred except as a whole:

	•		by the depositary for the registered global security to a nominee for the depositary;
	•		by a nominee of the depositary to the depositary or to another nominee of the depositary; or
	•		by the depositary or its nominee to a successor depositary or a nominee of a successor depositary.

          The prospectus supplement relating to a particular series of debt securities will describe the specific terms of the depositary arrangement involving any portion of a series of debt securities to be represented by a registered global security. We anticipate that the following provisions will apply to all depositary arrangements for debt securities:

	•		ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for the registered global security (each a “participant” and, collectively, the “participants”) or persons holding interests through the participants;
	•		after the issuer of a series of debt securities issues the registered global security for the series, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the debt securities of that series represented by the registered global security beneficially owned by the participants;
	•		the underwriters, agents or dealers participating in the distribution of the debt securities will designate the accounts to be credited;
	•		only a participant or a person that may hold an interest through a participant may be the beneficial owner of a registered global security; and
	•		ownership of beneficial interests in the registered global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depositary for the registered

global security for interests of the participants, and on the records of the participants for interests of persons holding through the participants.

          The laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities.

          So long as the depositary for a registered global security, or its nominee, is the registered owner of the registered global security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the indenture. Except as stated below, owners of beneficial interests in a registered global security:

	•		will not be entitled to have the debt securities represented by a registered global security registered in their names;
	•		will not receive or be entitled to receive physical delivery of the debt securities in definitive form; and
	•		will not be considered the owners or holders of the debt securities under the indenture.

          Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of the participant through which the person owns its interests, to exercise any rights of a holder under the indenture applicable to the registered global security.

          We understand that under existing industry practices, if we request any action of holders, or if an owner of a beneficial interest in a registered global security desires to give or take any action which a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take the action, and the participants would authorize beneficial owners owning through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

          Principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of the issuer of a series of debt securities, Toll Brothers, Inc., any of Toll Brothers, Inc.’s directly or indirectly owned subsidiaries that guarantee the debt securities, the trustee under the indenture nor any agent of any of them will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security for the series or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

          We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payment of principal, premium, if any, or interest in respect of the registered global security, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the registered global security as shown on the depositary’s records. We also expect that payments by participants to owners of beneficial interests in a registered global security held through the participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of the participants.

          If the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, we will appoint an eligible successor depositary. If we fail to appoint an eligible successor depositary within 90 days, the debt securities will be issued in definitive form in exchange for the registered global security. In addition, we may at any time and in its sole discretion determine not to have any debt securities of a series represented by one or more registered global securities. In that event, debt securities of that series will be issued in definitive form in exchange for each registered global security representing the debt securities. Any debt securities issued in definitive form in exchange for a registered global security will be registered in such name or names as the depositary instructs the

trustee. We expect that the instructions will be based upon directions received by the depositary from the participants with respect to ownership of beneficial interests in the registered global security.

Events of Default, Notice and Waiver

          Unless otherwise indicated in the prospectus supplement, each of the following events will be an “Event of Default” with respect to each series of debt securities issued under the indenture:

	•		A “Guarantor” (as defined in the indenture) or the issuer of that series of debt securities fails to pay interest due on any debt securities of that series for 30 days;
	•		A Guarantor or the issuer of that series of debt securities fails to pay the principal of any debt securities of that series when due;
	•		A Guarantor that is a “Significant Subsidiary” (as defined in the indenture) or the issuer of that series of debt securities fails to perform any other agreements contained in the debt securities of that series or in the guarantee relating to that series of debt securities or contained in the indenture for that series of debt securities and applicable to that series for a period of 60 days after the issuer’s receipt of notice of the default from the trustee under the indenture or from the holders of at least 25% in principal of the debt securities of that series;
	•		default in the payment of indebtedness of the issuer of that series of debt securities, Toll Brothers, Inc. or any “Subsidiary” (as defined in the indenture) of Toll Brothers, Inc., including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., under the terms of the instrument evidencing or securing that indebtedness which permits the holder of that indebtedness to:

	•		accelerate the payment of an aggregate of more than $10,000,000 in principal amount of the indebtedness, after the lapse of applicable grace periods; or
	•		in the case of defaults other than payment defaults, accelerate the indebtedness and the acceleration is not rescinded or annulled within 10 days after the acceleration,

provided that, subject to certain limitations described in the indenture, the term “indebtedness” does not include for this purpose an acceleration of or default on certain “Non-Recourse Indebtedness,” as that term is defined in the indenture and described below;

	•		an acceleration of, or a significant modification of the terms of any outstanding debt securities identified in the indenture (each of these series of notes being referred to below as an “Outstanding Series”), occurs, provided that on the date of the occurrence, the outstanding principal amount of at least one Outstanding Series to which the occurrence relates exceeds $5,000,000;
	•		any one of various events of bankruptcy, insolvency or reorganization specified in the indenture occurs with respect to Toll Brothers, Inc., a Significant Subsidiary, or the issuer of that series of debt securities; or
	•		the guarantee of a Guarantor relating to that series of debt securities ceases to be in full force and effect for any reason other than in accordance with its terms.

          “Non-Recourse Indebtedness,” as defined in the indenture, means indebtedness or other obligations secured by a lien on property to the extent that the liability for the indebtedness or other obligations is limited to the security of the property without liability on the part of Toll Brothers, Inc. or any subsidiary (other than the subsidiary which holds title to the property) for any deficiency.

          The trustee is required to give notice to the holders of any series of debt securities within 90 days of a default with respect to that series of debt securities under the indenture. However, the trustee may withhold notice to the

holders of any series of debt securities, except in the case of a default in the payment of principal, premium, if any, or interest, if any, with respect to that series, if the trustee considers the withholding to be in the interest of the holders.

          If an Event of Default occurs and is continuing for a series of debt securities, other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or the issuer of that series of debt securities, either the trustee or the holders of at least 25% in principal amount of all of the outstanding debt securities of that series may, by giving an acceleration notice to the issuer of that series of debt securities, Toll Brothers, Inc., or the Trustee, declare the unpaid principal of and accrued and unpaid interest on all of the debt securities of that series to be due and payable immediately.

          If an Event of Default occurs with respect to a series of debt securities as a result of certain events of bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or the issuer of that series of debt securities, then the unpaid principal amount of all of the debt securities of that series outstanding and any accrued and unpaid interest will automatically become due and payable immediately without any declaration or other act by the trustee or any holder of debt securities of that series.

          At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree based on acceleration has been obtained, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind the acceleration, provided that, among other things, all Events of Default with respect to the particular series, other than payment defaults caused by the acceleration, have been cured or waived as provided in the indenture.

          The holders of a majority in outstanding principal amount of the debt securities of a particular series may generally waive an existing default with respect to that series and its consequences in accordance with terms and conditions provided in the indenture. However, these holders may not waive a default in the payment of the principal, any premium or any interest on the debt securities.

          Toll Brothers, Inc. and any issuer of debt securities offered by this prospectus will be required to file annually with the trustee under the indenture a certificate, signed by an officer of Toll Brothers, Inc. and the issuer, stating whether or not the officer knows of any default under the terms of the indenture and providing a description of any default of which the officer has knowledge.

Redemption

          The prospectus supplement relating to a series of redeemable debt securities will describe the rights or obligations of the issuer to redeem those debt securities and the procedure for redemption.

Additional Provisions

          Subject to the duty of the trustee to act with the required standard of care during a default, the indenture provides that the trustee will be under no obligation to perform any duty or to exercise any of its rights or powers under the indenture, unless the trustee receives indemnity satisfactory to it against any loss, liability or expense. Subject to these provisions for the indemnification of the trustee and various other conditions, the holders of a majority in total principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series.

          A holder of debt securities of a series will not have the right to pursue any remedy with respect to the indenture or the debt securities of that series, unless:

	•		the holder gives to the trustee written notice of a continuing Event of Default;
	•		the holders of not less than 25% in total principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;
	•		the holder offers the trustee indemnity satisfactory to it against any loss, liability or expense;

	•		the trustee fails to comply with the holder’s request within 60 days after receipt of the written request and offer of indemnity; and
	•		the trustee, during the same 60-day period, has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the aforementioned written request of holders.

However, the holder of any debt security will have an absolute right to receive payment of the principal of and interest on that debt security on or after the respective due dates expressed in that debt security and to bring suit for the enforcement of any payment.

Covenants

          The prospectus supplement relating to the debt securities of any series will describe any special covenants applicable to the issuer of the series or Toll Brothers, Inc. with respect to that series.

Merger or Consolidation

          Neither Toll Brothers, Inc., nor any Guarantor, nor the issuer of a series of debt securities offered by this prospectus may consolidate with or merge into, or transfer all or substantially all of its assets to, any other person, unless:

	•		the other person is a corporation organized and existing under the laws of the United States or a state thereof or the District of Columbia and expressly assumes by supplemental indenture all the obligations of Toll Brothers, Inc., any Guarantor, or the issuer, as the case may be, under the indenture and either the guarantees or the debt securities, as the case may be; and
	•		immediately after giving effect to the transaction no “Default” or “Event of Default,” as these terms are defined in the indenture, has occurred and is continuing.

Afterwards, all of the obligations of the predecessor corporation will terminate.

Modification of an Indenture

          The respective obligations of Toll Brothers, Inc., any of its directly or indirectly owned subsidiaries that guarantee the debt securities, and the issuer of debt securities of any series offered by this prospectus and the rights of the holders of those debt securities under the indenture generally may be modified with the written consent of the holders of a majority in outstanding principal amount of the debt securities of all series under the indenture affected by the modification. However, without the consent of each affected holder of debt securities, no amendment, supplement or waiver may, among other things:

	•		reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
	•		reduce the rate or extend the time for payment of interest on the debt securities;
	•		reduce the principal amount of, or premium on, the debt securities;
	•		change the maturity of any debt securities;
	•		change the redemption provisions;
	•		waive a default in the payment of the principal, premium, if any, or interest on any series of debt securities;
	•		modify the subordination or guarantee provisions in a manner adverse to holders of any series of debt securities;

	•		make the medium of payment other than that stated in the debt securities;
	•		impair the right to bring suit for the enforcement of any of these payments; and
	•		change the provisions regarding modifications to the indenture or waiver of Defaults or Events of Default that will be effective against any holders of any series of debt securities.

Governing Law

          The indenture, the debt securities and the guarantees will be governed by the laws of the State of New York.

Satisfaction and Discharge of Indenture

          Unless otherwise provided in the applicable authorizing resolution and prospectus supplement, the indenture will be discharged:

	•		upon payment of all the series of debt securities issued under the indenture; or
	•		upon deposit with the trustee, within one year of the date of maturity or redemption of all of the series of debt securities issued under the indenture, of funds sufficient for (a) the payment of principal of and interest on the securities to maturity or (b) redemption of the securities.

Reports to Holders of Debt Securities

          As long as the securities issued under the indenture are outstanding, we will file with the SEC our annual reports, quarterly reports and other periodic reports that we would be required to file with the SEC in accordance with Section 13(a) or 15(d) of the Exchange Act, on or prior to the dates we would be required to file such documents and regardless of whether or not we are subject to Section 13(a) or 15(d). If our obligation to file these reports or information with the SEC is not then permitted by the SEC, or if such filings are not generally available on the Internet free of charge, we shall mail to the holders of such securities, at no cost to such holders, and file with the Trustee, copies of the annual reports, quarterly reports and other periodic reports required to be filed with the SEC by companies subject to Section 13(a) or 15(d). We will also supply copies of such reports, promptly upon written request, to any prospective holder at our cost.

          As long as the securities issued under the indenture are outstanding and constitute “restricted securities” under Rule 144 of the Securities Act, we will furnish to the holders of such securities and to securities analysts and prospective investors, upon their request, a statement of the nature of our business and the products and services we offer; and our most recent balance sheet and profit and loss and retained earnings statements, and similar financial statements for such part of the two preceding fiscal years, audited to the extent reasonably available.

DESCRIPTION OF SUBORDINATED DEBT SECURITIES AND GUARANTEES

          Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. may issue debt securities from time to time in one or more series. Any series of debt securities offered by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. will be offered together with the unconditional guarantees of Toll Brothers, Inc.

          One or more series of the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. may be issued under a single indenture. Alternatively, any series of debt securities may be issued under a separate indenture. The terms applicable to each series of debt securities will be stated in the indenture and may be modified by the resolution(s) authorizing that series of debt securities adopted by the board of directors, or an officer or committee of officers authorized by the board of directors, of both the issuer of the debt securities and Toll Brothers, Inc. under the applicable indenture. We refer in this prospectus to the resolution(s) authorizing a series of debt securities as an authorizing resolution. Each indenture under which any debt securities are issued, including the applicable authorizing resolution(s), is referred to in this prospectus as an “indenture,” and collectively with any other indentures, as the “indentures.” Each indenture will be entered into among Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the obligor, Toll Brothers, Inc., as the issuer of the related guarantees, and the institution named in the prospectus supplement, as trustee.

          The following is a description of certain general terms and provisions of the debt securities we may offer by this prospectus. The name of the issuer and the particular terms of any series of debt securities we offer, including the extent to which the general terms and provisions may apply to that series of debt securities, will be described in a prospectus supplement relating to those debt securities. Except as otherwise indicated in this prospectus or in the prospectus supplement, the following description of indenture terms is applicable to, and each reference to “the indenture” is a reference to, each indenture that Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. may enter into with respect to any series of debt securities we may offer by this prospectus, unless the context otherwise requires.

          The terms of any series of the debt securities include those stated in the applicable indenture. Holders of each series of the debt securities are referred to the indenture for that series, including the applicable authorizing resolution, for a statement of the terms. The respective forms of the indenture for the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. are filed as exhibits to the registration statement of which this prospectus is a part. Each indenture may be amended or modified for any series of debt securities by an authorizing resolution which will be described in the prospectus supplement, and the applicable authorizing resolution relating to any series of debt securities offered pursuant to this prospectus will be filed as an exhibit to a report incorporated by reference in this prospectus. The following summary of certain provisions of the debt securities and the indenture is not complete. You should read all of the provisions of the indenture, including the definitions contained in the indenture which are not otherwise defined in this prospectus, and the prospectus supplement. Wherever we refer to particular provisions or defined terms of the indenture, these provisions or defined terms are incorporated in this prospectus by reference.

General

          The debt securities, when issued, will be obligations that constitute either senior subordinated debt or subordinated debt of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be. Toll Brothers, Inc. will unconditionally guarantee the payment of the principal, premium, if any, and interest on the debt securities when due, whether at maturity, by declaration of acceleration, call for redemption or otherwise. See “Guarantee of Debt Securities.” The total principal amount of debt securities which may be issued under the indenture will not be limited. Debt securities may be issued under the indenture from time to time in one or more series. Unless the prospectus supplement relating to the original offering of a particular series of debt securities indicates otherwise, the issuer of that series of debt securities will have the ability to reopen the previous issue of that series of debt securities and issue additional debt securities of that series pursuant to an authorizing resolution, an officers’ certificate or an indenture supplement. Because neither Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. nor Toll Finance Corp. has any independent operations or generates any operating revenues, the funds required to pay the principal, the premium, if any, and interest on the debt securities will come from Toll Brothers, Inc. and its other subsidiaries. Except as otherwise stated in the

prospectus supplement, there is no legal or contractual restriction on the ability of Toll Brothers, Inc. or the other subsidiaries of Toll Brothers, Inc. to provide these funds.

          If the debt securities of any series issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. will be subordinated to any other indebtedness of that issuer, the indebtedness of that issuer to which that series will be subordinated will be referred to in the applicable authorizing resolution and prospectus supplement as senior indebtedness of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be. The applicable authorizing resolution and prospectus supplement will define that senior indebtedness and describe the terms of the subordination. Unless otherwise stated in the prospectus supplement, the payment of principal, premium, if any, and interest on any series of debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. which is subordinated by its terms to other indebtedness of that issuer will be subordinated in right of payment, in the manner and to the extent described in the indenture under which that series is issued, to the prior payment in full of all senior indebtedness of the issuer, as defined in the applicable authorizing resolution and prospectus supplement, whether the senior indebtedness is outstanding on the date of the indenture or is created, incurred, assumed or guaranteed after the date of the indenture.

          The prospectus supplement relating to any series of debt securities that are offered by this prospectus will name the issuer and describe the specific terms of that series of debt securities. The prospectus supplement will describe, among other things, the following terms, to the extent they are applicable to that series of debt securities:

	•		their title and, if other than denominations of $1,000 and any integral multiple thereof, the denominations in which they will be issuable;
	•		their price or prices (expressed as a percentage of the respective aggregate principal amount of the debt securities) at which they will be issued;
	•		their total principal amount and, if applicable, the terms on which the principal amount of the series may be increased by a subsequent offering of additional debt securities of the same series;
	•		the interest rate (which may be fixed or variable and which may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity), the date or dates from which interest, if any, will accrue and the circumstances, if any, in which the issuer may defer interest payments;
	•		any special provisions for the payment of any additional amounts with respect to the debt securities;
	•		any provisions relating to the seniority or subordination of all or any portion of the indebtedness evidenced by the securities to other indebtedness of the issuer;
	•		the date or dates on which principal and premium, if any, are payable or the method of determining those dates;
	•		the dates and times at which interest, if any, will be payable, the record date for any interest payment and the person to whom interest will be payable if other than the person in whose name the debt security is registered at the close of business on the record date for the interest payment;
	•		the place or places where principal of, premium, if any, and interest, if any, will be payable;
	•		the terms applicable to any “original issue discount” (as defined in the Internal Revenue Code of 1986, as amended, and the related regulations), including the rate or rates at which the original issue discount will accrue, and any special federal income tax and other considerations;
	•		the right or obligation, if any, of the issuer to redeem or purchase debt securities under any sinking fund or analogous provisions or at the option of a holder of debt securities, or otherwise, the conditions, if any, giving rise to the right or obligation and the period or periods within which, and the price or prices at which and the terms and conditions upon which, debt securities will be redeemed or purchased, in whole or in part, and any provisions for the marketing of the debt securities;

	•		if the amount of payments of principal, premium, if any, and interest, if any, is to be determined by reference to an index, formula or other method, the manner in which these amounts are to be determined and the calculation agent, if any, with respect to the payments;
	•		if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities which will be payable upon declaration or acceleration of the stated maturity of the debt securities pursuant to an “Event of Default,” as defined in the applicable indenture;
	•		whether the debt securities will be issued in registered or bearer form and the terms of these forms;
	•		whether the debt securities will be issued in certificated or book-entry form and, if applicable, the identity of the depositary;
	•		any provision for electronic issuance or issuances in uncertificated form;
	•		any listing of the debt securities on a securities exchange;
	•		any events of default or covenants in addition to or in place of those described in this prospectus;
	•		the terms, if any, on which the debt securities will be convertible into or exchangeable for other debt or equity securities, including without limitation the conversion price, the conversion period and any other provisions in addition to or in place of those included in this prospectus;
	•		the collateral, if any, securing payments with respect to the debt securities and any provisions relating to the collateral;
	•		whether and upon what terms the debt securities may be defeased; and
	•		any other material terms of that series of debt securities.

Guarantee of Debt Securities

          Toll Brothers, Inc. will guarantee, fully and unconditionally unless otherwise provided in the prospectus supplement, the payment of the principal, premium, if any, and interest on the debt securities as they become due, whether at maturity, by declaration of acceleration, call for redemption or otherwise. The terms of any guarantees of any debt securities will be described in an applicable prospectus supplement.

          The assets of Toll Brothers, Inc. consist principally of the stock of its subsidiaries. Therefore, the rights of Toll Brothers, Inc. and the rights of its creditors, including the holders of debt securities unconditionally guaranteed by Toll Brothers, Inc., to participate in the assets of any subsidiary other than the issuer of those debt securities upon liquidation, recapitalization or otherwise will be subject to the prior claims of that subsidiary’s creditors except to the extent that claims of Toll Brothers, Inc. itself as a creditor of the subsidiary may be recognized. This includes the prior

claims of the banks that have provided and are providing First Huntingdon Finance Corp. a revolving credit facility under an agreement pursuant to which Toll Brothers, Inc. and its other subsidiaries, including Toll Corp., Toll Brothers Finance Corp. and Toll Finance Corp., have guaranteed or will guarantee the obligations owing to the banks under the revolving credit facility.

Conversion of Debt Securities

          Unless otherwise indicated in the prospectus supplement, the debt securities will not be convertible into our common stock or into any other securities. The particular terms and conditions of the conversion rights of any series of convertible debt securities other than those described below will be described in the prospectus supplement.

          Unless otherwise indicated in the prospectus supplement, and subject, if applicable, to prior redemption at the option of the issuer of the debt securities, the holders of any series of convertible debt securities will be entitled to convert the principal amount or a portion of the principal amount which is an integral multiple of $1,000 at any time before the date specified in the prospectus supplement for the series of debt securities into shares of our common stock at the conversion price stated in the prospectus supplement, subject to adjustment as described below.

          In the case of any debt security or portion of debt security called for redemption, conversion rights will expire at the close of business on the second business day preceding the redemption date.

          We will not be required to issue fractional shares of common stock upon conversion of the debt securities of a convertible series. Instead, we will pay a cash adjustment for any fractional interest in a share of its common stock.

          Convertible debt securities surrendered for conversion during the period from the close of business on a “Record Date,” as defined in the applicable indenture, or the next preceding “Business Day,” as defined in the applicable indenture, if the Record Date is not a Business Day, preceding any “Interest Payment Date,” as defined in the applicable indenture, to the opening of business on that Interest Payment Date, other than convertible debt securities or portions of convertible debt securities called for redemption during the period, will be accompanied by payment in next-day funds or other funds acceptable to us of an amount equal to the interest payable on the Interest Payment Date on the principal amount of the convertible debt securities then being converted. Except as described in the preceding sentence, no payment or adjustment will be made on conversion of convertible debt securities on account of interest accrued on the debt securities surrendered for conversion or for dividends on the common stock delivered on conversion. If an issuer of convertible debt securities defaults on the payment of interest for which payment is made upon the surrender of those convertible debt securities for conversion, the amount so paid will be returned to the party who made the payment.

          The conversion price of the debt securities of a convertible series will be subject to adjustment in certain events, including:

	•		the issuance of our common stock as a dividend or distribution on our common stock;
	•		the subdivision, combination or reclassification of our outstanding common stock;
	•		the issuance of rights or warrants, expiring within 45 days after the record date for issuance, to the holders of our common stock generally entitling them to acquire shares of our common stock at less than the common stock’s then “Current Market Price” as defined in the indenture;
	•		the distribution to holders of our common stock, generally, of evidences of indebtedness or our assets, excluding cash dividends paid from retained earnings and dividends or distributions payable in stock for which adjustment is otherwise made; or
	•		the distribution to the holders of our common stock, generally, of rights or warrants to subscribe for our securities, other than those for which adjustment is otherwise made.

          There will be no upward adjustment in the conversion price except in the event of a reverse stock split. Toll Brothers, Inc. is not required to make any adjustment in the conversion price of less than 1%, but the adjustment will be carried forward and taken into account in the computation of any subsequent adjustment.

          A conversion price adjustment or the failure to make a conversion price adjustment may, under various circumstances, be deemed to be a distribution that could be taxable as a dividend under the Internal Revenue Code to holders of debt securities or to holders of common stock.

          There will be no adjustments to the conversion price of the debt securities of any convertible series as discussed above in the following situations:

	•		any consolidation or merger to which we are a party other than a merger or consolidation in which we are the continuing corporation;
	•		any sale or conveyance to another corporation of our property as an entirety or substantially as an entirety; or
	•		any statutory exchange of securities with another corporation, including any exchange effected in connection with a merger of a third corporation into us

          However, the holder of each convertible debt security outstanding at that time will have the right to convert the debt security into the kind and amount of securities, cash or other property which the holder would have owned or have been entitled to receive immediately after the transaction if the debt security was converted immediately before the effective date of the transaction.

Form, Exchange, Registration, Conversion, Transfer and Payment

Unless otherwise indicated in the prospectus supplement:

	•		each series of debt securities will be issued in registered form only, without coupons;
	•		payment of principal, premium, if any, and interest, if any, on each series of the debt securities will be payable at the office or agency of the issuer of that series maintained for this purpose; and
	•		the exchange, conversion and transfer of each series of debt securities may be registered at the office or agency of the issuer of that series maintained for this purpose and at any other office or agency maintained for this purpose.

          Subject to various exceptions described in the indenture, the issuer of each series of debt securities will be entitled to charge a reasonable fee for the registration of transfer or exchange of the debt securities of that series, including an amount sufficient to cover any tax or other governmental charge imposed or expenses incurred in connection with the transfer or exchange.

          All payments made by the issuer of a series of debt securities to the trustee and paying agent for the payment of principal, premium, if any, and interest on the debt securities of that series which remain unclaimed for two years after the principal, premium, if any, or interest has become due and payable may be repaid to the issuer. Afterwards, the holder of the debt security may look only to the issuer or, if applicable, Toll Brothers, Inc., for payment.

Registered Global Securities

          The registered debt securities of a series may be issued in whole or in part in the form of one or more registered global debt securities. A registered global security is a security, typically held by a depositary, that represents the beneficial interests of a number of purchasers of the security. Any registered global debt securities will be deposited with and registered in the name of a depositary or its nominee identified in the prospectus supplement. In this case, one or more registered global securities will be issued, each in a denomination equal to the portion of the total principal amount of outstanding registered debt securities of the series to be represented by the registered global security.

          Unless and until a registered global security is exchanged in whole or in part for debt securities in definitive registered form, it may not be transferred except as a whole:

	•		by the depositary for the registered global security to a nominee for the depositary;
	•		by a nominee of the depositary to the depositary or to another nominee
	•		of the depositary; or
	•		by the depositary or its nominee to a successor depositary or a nominee of a successor depositary.

          The prospectus supplement relating to a particular series of debt securities will describe the specific terms of the depositary arrangement involving any portion of a series of debt securities to be represented by a registered global security. We anticipate that the following provisions will apply to all depositary arrangements for debt securities:

	•		ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for the registered global security (each a “participant” and, collectively, the “participants”) or persons holding interests through the participants;
	•		after the issuer of a series of debt securities issues the registered global security for the series, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the debt securities of that series represented by the registered global security beneficially owned by the participants;
	•		the underwriters, agents or dealers participating in the distribution of the debt securities will designate the accounts to be credited;
	•		only a participant or a person that may hold an interest through a participant may be the beneficial owner of a registered global security; and
	•		ownership of beneficial interests in the registered global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depositary for the registered global security for interests of the participants, and on the records of the participants for interests of persons holding through the participants.

          The laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities.

          So long as the depositary for a registered global security, or its nominee, is the registered owner of the registered global security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the indenture. Except as stated below, owners of beneficial interests in a registered global security:

	•		will not be entitled to have the debt securities represented by a registered global security registered in their names;
	•		will not receive or be entitled to receive physical delivery of the debt
	•		securities in definitive form; and
	•		will not be considered the owners or holders of the debt securities under the indenture.

          Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of the participant through which the person owns its interests, to exercise any rights of a holder under the indenture applicable to the registered global security.

          We understand that under existing industry practices, if we request any action of holders, or if an owner of a beneficial interest in a registered global security desires to give or take any action which a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take the action, and the participants would authorize beneficial owners owning

through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

          Principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. Neither the issuer of a series of debt securities, Toll Brothers, Inc., the trustee under the indenture nor any other agent of any of them will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security for the series or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

          We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payment of principal, premium, if any, or interest in respect of the registered global security, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the registered global security as shown on the depositary’s records. We also expect that payments by participants to owners of beneficial interests in a registered global security held through the participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of the participants.

          If the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, Toll Brothers, Inc. will appoint an eligible successor depositary. If Toll Brothers, Inc. fails to appoint an eligible successor depositary within 90 days, the debt securities will be issued in definitive form in exchange for the registered global security. In addition, Toll Brothers, Inc. may at any time and in its sole discretion determine not to have any debt securities of a series represented by one or more registered global securities. In that event, debt securities of that series will be issued in definitive form in exchange for each registered global security representing the debt securities. Any debt securities issued in definitive form in exchange for a registered global security will be registered in such name or names as the depositary instructs the trustee. We expect that the instructions will be based upon directions received by the depositary from the participants with respect to ownership of beneficial interests in the registered global security.

Events of Default, Notice and Waiver

          Unless otherwise indicated in the prospectus supplement, each of the following events will be an “Event of Default” with respect to each series of debt securities issued under the indenture:

	•		Toll Brothers, Inc. or the issuer of that series of debt securities fails to pay interest due on any debt securities of that series for 30 days;
	•		Toll Brothers, Inc. or the issuer of that series of debt securities fails to pay the principal of any debt securities of that series when due;
	•		Toll Brothers, Inc. or the issuer of that series of debt securities fails to perform any other agreements contained in the debt securities of that series or in the guarantee relating to that series of debt securities or contained in the indenture for that series of debt securities and applicable to that series for a period of 60 days after the issuer’s receipt of notice of the default from the trustee under the indenture or the holders of at least 25% in principal of the debt securities of that series;
	•		default in the payment of indebtedness of Toll Brothers, Inc. or any “Subsidiary,” as defined in the indenture of Toll Brothers, Inc., including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., under the terms of the instrument evidencing or securing the indebtedness which permits the holder of the indebtedness to accelerate the payment of in excess of an aggregate of $5,000,000 in principal amount of the indebtedness, after the lapse of applicable grace periods or, in the case of non-payment defaults, acceleration of the indebtedness if the acceleration is not rescinded or annulled within 10 days after the acceleration, provided that, subject to certain limitations described in the indenture, the term “indebtedness” does not include for this purpose an acceleration of or default on certain “Non-Recourse Indebtedness,” as that term is defined in the indenture;

	•		a final judgment for the payment of money in an amount in excess of $5,000,000 is entered against Toll Brothers, Inc. or any subsidiary (as defined in the indenture) of Toll Brothers, Inc., including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., which remains undischarged for a period during which execution is not effectively stayed of 60 days after the date on which the right to appeal has expired, provided that the term “final judgment” will not include a “Non-Recourse Judgment,” as that term is defined in the indenture, unless the book value of all property, net of any previous write downs or reserves in respect of the property, subject to the Non-Recourse Judgment exceeds the amount of the Non-Recourse Judgment by more than $10,000,000;
	•		an “Event of Default”, as that term is defined in the indenture relating to any outstanding debt securities identified in the indenture (each of these series of notes being referred to below as an “Outstanding Series”), occurs, provided that on the date of the occurrence, the outstanding principal amount of at least one Outstanding Series to which the occurrence relates exceeds $5,000,000;
	•		any one of various events of bankruptcy, insolvency or reorganization specified in the indenture occurs with respect to Toll Brothers, Inc. or the issuer of that series of debt securities; or
	•		the guarantee of Toll Brothers, Inc. relating to that series of debt securities ceases to be in full force and effect for any reason other than in accordance with its terms.

          “Non-Recourse Indebtedness,” as defined in the indenture, means indebtedness or other obligations secured by a lien on property to the extent that the liability for the indebtedness or other obligations is limited to the security of the property without liability on the part of Toll Brothers, Inc. or any subsidiary, other than the subsidiary which holds title to the property, for any deficiency.

          “Non-Recourse Judgment,” as defined in the indenture, means a judgment in respect of indebtedness or other obligations secured by a lien on property to the extent that the liability for (1) the indebtedness or other obligations and (2) the judgment is limited to the property without liability on the part of Toll Brothers, Inc. or any subsidiary, other than the subsidiary which holds title to the property, for any deficiency.

          The trustee is required to give notice to the holders of any series of debt securities within 90 days of a default with respect to that series of debt securities under the indenture. However, the trustee may withhold notice to the holders of any series of debt securities, except in the case of a default in the payment of principal, premium, if any, or interest, if any, with respect to that series, if the trustee considers the withholding to be in the interest of the holders.

          If an Event of Default for the debt securities of any series at the time outstanding, other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or the issuer of that series of debt securities, occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of all of the outstanding debt securities of that series may, by giving an acceleration notice to the issuer of that series of debt securities, declare the unpaid principal of and accrued and unpaid interest on all of the debt securities of that series to be due and payable if, with respect to debt securities of that series (1) (a) no designated senior debt of Toll Brothers, Inc. or the issuer of that series of debt securities is outstanding, or (b) if the debt securities of that series are not subordinated to other indebtedness of the issuer of that series of debt securities, immediately; or (2) if designated senior debt of Toll Brothers, Inc. or the issuer of that series of debt securities is outstanding and the debt securities of that series are junior to other indebtedness of the issuer of that series of debt securities, upon the earlier of (A) ten days after the acceleration notice is received by the issuer of that series of debt securities or (B) the acceleration of any senior indebtedness of Toll Brothers, Inc. or the issuer of that series of debt securities. The designated senior debt of Toll Brothers, Inc. is referred to in the indenture as “Designated Senior Debt of the Guarantor” and the designated senior debt of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be, is referred to in the indenture for that issuer’s debt securities as “Designated Senior Debt of the Company,” and each, as defined in the indenture, may be further defined in the prospectus supplement.

          If an Event of Default occurs with respect to a series of debt securities as a result of certain events of bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or the issuer of that series of debt securities, then the unpaid principal amount of all of the debt securities of that series outstanding, and any accrued and

unpaid interest, will automatically become due and payable immediately without any declaration or other act by the trustee or any holder of debt securities of that series. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree based on acceleration has been obtained, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind the acceleration, provided that, among other things, all Events of Default with respect to the particular series, other than payment defaults caused by the acceleration, have been cured or waived as provided in the indenture.

          The holders of a majority in outstanding principal amount of the debt securities of a particular series may generally waive an existing default with respect to that series and its consequences in accordance with terms and conditions provided in the indenture. However, these holders may not waive a default in the payment of the principal, any premium or any interest on the debt securities.

          Toll Brothers, Inc. and any issuer of debt securities offered by this prospectus will be required to file annually with the trustee under the indenture a certificate, signed by an officer of Toll Brothers, Inc. and the issuer, stating whether or not the officer knows of any default under the terms of the indenture and providing a description of any default of which the officer has knowledge.

Additional Provisions

          Subject to the duty of the trustee to act with the required standard of care during a default, the indenture provides that the trustee will be under no obligation to perform any duty or to exercise any of its rights or powers under the indenture, unless the trustee receives indemnity satisfactory to it against any loss, liability or expense. Subject to these provisions for the indemnification of the trustee and various other conditions, the holders of a majority in total principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series.

          A holder of debt securities of a series will not have the right to pursue any remedy with respect to the indenture or the debt securities of that series, unless:

	•		the holder gives to the trustee written notice of a continuing Event of Default;
	•		the holders of not less than 25% in total principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;
	•		the holder offers the trustee indemnity satisfactory to it against any loss, liability or expense;
	•		the trustee fails to comply with the holder’s request within 60 days after receipt of the written request and offer of indemnity; and
	•		the trustee, during the same 60-days, has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the aforementioned written request of holders.

          However, the holder of any debt security will have an absolute right to receive payment of the principal of and interest on that debt security on or after the respective due dates expressed in that debt security and to bring suit for the enforcement of any payment.

Covenants

          The prospectus supplement relating to the debt securities of any series will describe any special covenants applicable to the issuer of the series or Toll Brothers, Inc. with respect to that series.

Merger or Consolidation

          Neither Toll Brothers, Inc. nor the issuer of a series of debt securities offered by this prospectus may consolidate with or merge into, or transfer all or substantially all of its assets to, any other person without the consent of the holders of that series of debt securities, unless:

	•		the other person is a corporation organized and existing under the laws of the United States or a state thereof or the District of Columbia and expressly assumes by supplemental indenture all the obligations of Toll Brothers, Inc. or the issuer, as the case may be, under the indenture and either the guarantees or the debt securities, as the case may be; and
	•		immediately after giving effect to the transaction no “Default” or “Event of Default,” as these terms are defined in the indenture, has occurred and is continuing.
	Afterwards, all of the obligations of the predecessor corporation will terminate.

Modification of an Indenture

          The respective obligations of Toll Brothers, Inc. and the issuer of debt securities of any series offered by this prospectus and the rights of the holders of those debt securities under the indenture generally may be modified with the consent of the holders of a majority in outstanding principal amount of the debt securities of all series under the indenture affected by the modification. However, without the consent of each affected holder of debt securities, no amendment, supplement or waiver may:

	•		extend the maturity of any debt securities;
	•		reduce the rate or extend the time for payment of interest on the debt securities;
	•		reduce the principal amount of, or premium on, the debt securities;
	•		change the redemption provisions;
	•		make a change that adversely affects the right to convert or the conversion price for any series of convertible debt securities;
	•		reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
	•		waive a default in the payment of the principal, premium, if any, or interest on any series of debt securities;
	•		modify the subordination or guarantee provisions in a manner adverse to holders of any series of debt securities;
	•		make the medium of payment other than that stated in the debt securities;
	•		make any change in the right of any holder of debt securities to receive payment of principal of, premium, if any, and interest on those debt securities, or to bring suit for the enforcement of any of these payments; and
	•		change the provisions regarding modifications to the indenture or waiver of Defaults or Events of Default that will be effective against any holders of any series of debt securities.

Governing Law

          The indenture, the debt securities and the guarantees will be governed by the laws of the State of New York.

Satisfaction and Discharge of Indenture

          Unless otherwise provided in the applicable authorizing resolution and prospectus supplement, the indenture will be discharged:

	•		upon payment of all the series of debt securities issued under the indenture; or
	•		upon deposit with the trustee, within one year of the date of maturity or redemption of all of the series of debt securities issued under the indenture, of funds sufficient for the payment or redemption of the securities.

Reports to Holders of Debt Securities

          We file with the trustee copies of our annual reports and other information, documents and reports that we file with the SEC. So long as our obligation to file these reports or information with the SEC is suspended or terminated, we will provide the trustee with audited annual financial statements prepared in accordance with generally accepted accounting principles and unaudited condensed quarterly financial statements. These financial statements will be accompanied by management’s discussion and analysis of the results of our operations and financial condition for the period reported upon in substantially the form required under the rules and regulations of the SEC then in effect.

PLAN OF DISTRIBUTION

          We may offer and sell the securities to which this prospectus relates in any one or more of the following ways:

	•		directly to purchasers;
	•		to or through underwriters;
	•		to or through dealers; or
	•		to or through agents.

          Each time we sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. The prospectus supplement will also set forth the terms of the offering, including the purchase price of the securities and the proceeds to the issuer(s) from the sale of the securities, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which the securities may be listed.

          The securities may be distributed from time to time in one or more transactions:

	•		at a fixed price or prices, which may be changed;
	•		at market prices prevailing at the time of sale;
	•		at prices related to prevailing market prices; or
	•		at negotiated prices.

          Each time we sell securities, we will describe the method of distribution of the securities in the prospectus supplement relating to the transaction.

          If underwriters are used in the offer and sale of the securities being offered by this prospectus, the name of each managing underwriter, if any, and any other underwriters and the terms of the transaction, including any underwriting discounts and other items constituting compensation of the underwriters and dealers, if any, will be

included in the prospectus supplement relating to the offering. The securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

          If a dealer is used in the sale of the securities being offered by this prospectus, the issuer(s) of the securities will sell those securities to the dealer, as principal. The dealer may then resell those securities to the public at varying prices to be determined by the dealer at the time of resale. The name of the dealer and the terms of the transaction will be identified in the prospectus supplement.

          If an agent is used in an offering of securities being offered by this prospectus, the agent will be named and the terms of the agency will be described in the prospectus supplement relating to the offering. Unless otherwise indicated in the prospectus supplement, an agent will act on a best efforts basis for the period of its appointment.

          Offers to purchase the securities offered by this prospectus may be solicited, and sales of the securities may be made, by the issuer(s) of those securities directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any resales of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.

          If indicated in the prospectus supplement, the issuer(s) of the securities to which the prospectus supplement relates will authorize underwriters or their other agents to solicit offers by certain institutional investors to purchase securities from the issuer(s) pursuant to contracts providing for payment and delivery at a future date. Institutional investors with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. In all cases, these purchasers must be approved by the issuer(s) of the securities. The obligations of any purchaser under any of these contracts will not be subject to any conditions except that (a) the purchase of the securities must not at the time of delivery be prohibited under the laws of any jurisdiction to which that purchaser is subject and (b) if the securities are also being sold to underwriters, the issuer(s) must have sold to these underwriters the securities not subject to delayed delivery. Underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.

          In addition, the securities offered by this prospectus and an accompanying prospectus supplement may be offered and sold by the holders of the securities in one or more of the transactions described above, which transactions may be effected at any time and from time to time. Upon a sale of securities made in this manner, the respective holders of the securities and any participating broker, dealer or underwriter may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, and any commissions, discounts or concessions upon the sale, or any profit on the resale of the securities, received in connection with the sale may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. The compensation, including commissions, discounts, concessions and other profits, received by any broker, dealer or underwriter in connection with the sale of any of the securities, may be less than or in excess of customary commissions.

          Some of the underwriters, dealers or agents we may use in any offering of securities under this prospectus may be customers of, including borrowers from, engage in transactions with, and perform services for us or our affiliates in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled, under agreements which may be entered into with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to be reimbursed by us for certain expenses.

          Until the distribution of the securities offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters and certain selling group members, if any, to bid for and purchase the securities. As an exception to these rules, the representatives of the underwriters, if any, are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.

          If underwriters create a short position in the securities in connection with the offering of the securities (i.e., if they sell more securities than are included on the cover page of the prospectus supplement), the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters also may elect to reduce any short position by exercising all or part of the over-allotment option, if any, described in the prospectus supplement.

          The representatives of the underwriters also may impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those securities as part of the offering of the securities.

          In general, purchases of a security for the purpose of stabilization or to reduce a syndicate short position could cause the price of the security to be higher than it might otherwise be in the absence of these types of purchases. The imposition of a penalty bid might have an effect on the price of a security to the extent that it were to discourage resales of the security by purchasers in the offering.

          Neither we nor any of the underwriters, if any, makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the securities. In addition, neither we nor any of the underwriters, if any, makes any representation that the representatives of the underwriters, if any, will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

          The anticipated date of delivery of the securities offered by this prospectus will be described in the prospectus supplement relating to the offering. The securities offered by this prospectus may or may not be listed on a national securities exchange (including the NYSE (where our common stock is listed)), or a foreign securities exchange. We cannot give any assurances that there will be a market for any of the securities offered by this prospectus and any prospectus supplement.

          Because an indeterminate amount of securities are covered by this Registration Statement and the number of offerings are indeterminable, the expenses in connection with the issuance and distribution of the securities are not currently determinable.

LEGAL MATTERS

          Certain legal matters relating to the validity of the securities offered by this prospectus will be passed upon by WolfBlock LLP, Philadelphia, Pennsylvania.

EXPERTS

          Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended October 31, 2007, and the effectiveness of our internal control over financial reporting as of October 31, 2007, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

PART II

Information Not Required In Prospectus

Item 14. Other Expenses of Issuance and Distribution.

          The following is a statement of estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts.

SEC registration fee			(1	)
Fees and expenses of independent accountants			(2	)
Trustee fees and expenses			(2	)
Legal fees and expenses			(2	)
Printing and delivery expenses			(2	)
Blue sky fees			(2	)
Rating agency fees			(2	)
Miscellaneous expenses			(2	)
Total			(1)(2)

Item 15. Indemnification of Directors and Officers

          Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal actions or proceedings, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

          Under our Certificate of Incorporation and bylaws, the Company is obligated to indemnify and hold harmless any Director, officer or employee of the Company to the fullest extent permitted by law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against expenses (including legal fees), judgments, losses, liability, fines and amounts paid in settlement, actually and reasonably incurred or suffered by him or her, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), brought or threatened to be brought against him by reason of the fact that he or she is or was a Director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, employee or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or trustee or in any other capacity while serving as a director, officer, employee or trustee; provided, however, that except as provided in the Certification of Incorporation with respect to

proceedings to enforce rights to indemnification, the Company is obligated to indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. In addition to the foregoing, the Company may provide indemnification for any indemnitee in those instances in which such indemnification, although greater in scope or degree than that expressly provided by law, is deemed to be in the best interest of the Company by (a) a majority of disinterested Directors even though less than a quorum (which may consist of only one Director if there is only one disinterested Director), (b) by a committee of disinterested Directors designated by a majority of disinterested Directors, even though less than a quorum, or (c) if there are no disinterested Directors, or if such disinterested Directors so direct, by independent legal counsel in a written opinion.

          In addition, an indemnitee also has the right to be paid by the Company the expenses incurred (including attorney’s fees) in connection with any proceeding in advance of the final disposition of the proceeding (hereinafter an “advancement of expenses”); provided, however, that, if required by law, any advancement of expenses incurred by a indemnitee solely in his capacity as a director, officer or employee shall only be made upon delivery to the Company of an undertaking (hereinafter an “undertaking”) by or on behalf of such indemnitee to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified by the Company or authorized by law. No such undertaking is required in connection with the advancement of expenses incurred by an indemnitee acting in any other capacity in which service is or was rendered by such indemnitee, including, without limitation, service to an employee benefit plan.

          A Director of the Company will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the Director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

          The Company carries directors’ and officers’ liability insurance that covers certain liabilities and expenses of its directors and officers.

Item 16. Exhibits

1.1**		Underwriting Agreement.
4.1		Second Restated Certificate of Incorporation for Toll Brothers, Inc. dated September 8, 2005, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2005.
4.2		Amended and Restated By-Laws of Toll Brothers, Inc. dated June 11, 2008, are hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 13, 2008.
4.3		Specimen Common Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-K for the fiscal year ended October 31, 1991.
4.4		Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 18, 2007.
4.5**		Form of stock certificate for the Preferred Stock of the Registrant.
4.6**		Form of Debt Securities.
4.7**		Form of Warrant Agreement.
4.8**		Form of Warrant Certificate.
4.9**		Form of Guarantee of Debt Securities.
4.10*		Form of Indenture for Senior Debt Securities.
4.11*		Form of Indenture for Subordinated Debt Securities.

4.12		Rights Agreement dated as of June 13, 2007, by and between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 18, 2007.
5*		Form of Opinion of WolfBlock LLP, Philadelphia, Pennsylvania.
10.1		Amended and Restated Credit Agreement by and among First Huntingdon Finance Corp., the Registrant and the lenders which are parties thereto dated as of March 17, 2006, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended April 30, 2006.
12*		Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
23.1		Consent of WolfBlock LLP (included as part of Exhibit 5.1).
23.2*		Consent of Ernst & Young LLP Independent Registered Public Accounting Firm.
24*		Power of Attorney (included in signature pages hereto).
25.1**		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of any other trustee for the debt securities and senior debt securities.

Item 17. Undertakings

               (a) The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being made, a post-effective amendment of this registration statement:

                    (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

                    (iii) To include any material information relating to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

               (2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

               (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

                    (i) If the registrant is relying on Rule 430B:

               (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

               (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.

               (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

               The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

                    (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

                    (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

                    (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

                    (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

               (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,

submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

               (d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

SIGNATURES AND POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of 1933, Toll Brothers, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this registration statement), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.

Signature		Title
Robert I. Toll   Robert I. Toll		Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
Bruce E. Toll   Bruce E. Toll		Vice Chairman of the Board and Director

Signature		Title
Zvi Barzilay   Zvi Barzilay		President, Chief Operating Officer and Director
Robert S. Blank   Robert S. Blank		Director
Edward G. Boehne   Edward G. Boehne		Director
Richard J. Braemer   Richard J. Braemer		Director
Roger S. Hillas   Roger S. Hillas		Director
Carl B. Marbach   Carl B. Marbach		Director
Stephen A. Novick   Stephen A. Novick		Director
Joel H. Rassman   Joel H. Rassman		Executive Vice President, Treasurer, Chief Financial Officer and Director (Principal Financial Officer)
Paul E. Shapiro   Paul E. Shapiro		Director
Joseph R. Sicree   Joseph R. Sicree		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)