Exhibit A

	AMENDMENT TO THE
	TOLL BROTHERS, INC.
	CASH BONUS PLAN

	As of December 10, 1998

WHEREAS, the  "outside directors" who have been designated to act as the

administrative committee (the "Committee") for the Toll Brothers, Inc. Cash

Bonus Plan (the "Plan") desire to amend the Plan in order to permit bonuses

to be paid in shares of common stock of the Company as well as in cash; and

WHEREAS, the Company is generally authorized under Section 8(b) of the Plan

to amend the Plan from time to time in such manner as it may deem advisable,

subject to the approval of the Committee, and subject further to disclosure

to and approval by the stockholders of the Company, of any amendment that

could increase the amount that may be payable as bonuses under the Plan.

NOW, THEREFORE, the Plan is hereby amended, effective as of the date hereof,

subject to shareholder approval, as follows:

1.  Section 5 of the Plan is amended to read as follows:

"5.	Bonus Entitlement

(a)	The Participant shall be entitled to receive a bonus in accordance with
 the provisions of Section 6 of the Plan only after certification by the
 Committee that the performance goals set forth in Section 6 have been
 satisfied.  The bonus payment under the Plan shall be paid to each
 Participant during the last week of December or the first week of January
 after the close of the fiscal year with respect to which the bonus is to be
 paid.  No bonus shall be payable under the Plan without the prior disclosure
 of the terms of the Plan to the stockholders of the Company and the approval
 of the Plan by such stockholders.


(b)	The payment of bonuses under the Plan with respect to the fiscal years
 ending October 31, 1999, October 31, 2000 and October 31, 2001 shall,
 notwithstanding anything contained herein to the contrary, be paid in the
 form of shares of the Company's Common Stock, par value $0.01 per share (the
 "Shares"), which payments shall be in the form of an award under the terms of
 the Toll Brothers, Inc. Stock Incentive Plan (1998) (the "1998 Plan").  The
 number of Shares so awarded shall be determined by dividing the dollar
 amount of each bonus by $24.25, the fair market value of a Share determined
 as of December 10, 1998 in accordance with the provisions for determination
 of fair market value as set forth in the 1998 Plan.

(c) 	Notwithstanding the provisions of 5(b) set forth above, the Committee
 shall have the discretion at any time to terminate the application of Section
 5(b), effective no sooner than six months following the Committee's
 determination to act under this Section 5(c).  In the event the Committee
 terminates the application of Section 5(b), all bonuses payable on or after
 the effective date of such action shall be payable in cash only.

(d) Notwithstanding anything to the contrary contained in this Section 5, the
 Participant may, if he believes that a payment of his bonus in Shares would,
 as a result of a change in Federal tax laws, or in regulations promulgated
 thereunder by the IRS, have a material adverse impact on the Participant,
 request the Committee to either suspend or terminate the application of
 Section 5(b).  Upon receipt of such request from both Participants, the
 Committee may, at its sole discretion, terminate or suspend the application
 of Section 5(b), and all bonuses payable under the Plan shall be payable in
 cash only in accordance with Section 6 until such time as the Committee
 determines to reinstate Section 5(b), provided, however, that the amount of
 any such cash payment shall not exceed the value of the bonus that would
 have been payable if the bonus had been paid in Shares under the terms of
 the Plan as in effect without regard to this Section 5(d)."

2.  In all other respects, the provisions of the Plan shall remain in full
force and effect.

DSC:612237.1