CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Toll Brothers, Inc., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law (the "Company"), DOES HEREBY
CERTIFY THAT:
FIRST:	At a meeting held on January 10, 1989, the Board of
Directors of the Company adopted resolutions that declared advisable the
following amendments to the Company's Certificate of Incorporation and
directed that said amendments be submitted to the Company's shareholders for
their consent and approval at the Annual Meeting of Shareholders on March 7,
1989.  The amendments amend Article Five of the Company's Certificate of
Incorporation by deleting the first paragraph of Article Five and replacing it
with the following:
Part I - Powers of the Board
The business and affairs of the corporation shall be
managed by or under the direction of the Board of
Directors.  In furtherance and not in limitation of
the powers conferred by statute, the Board of
Directors is expressly authorized to make, alter,
amend or repeal the By-Laws of the corporation.  Any
By-Laws which the Directors make under the power
conferred hereby may not be altered, amended or
repealed, nor may any provisions inconsistent
therewith be adopted by the stockholders, without the
affirmative vote of the holders of at least 66-2/3% of
the voting power of the voting stock of the
corporation entitled to vote generally in the election
of directors, voting together as single class.
In addition, the amendments add "Part II - Number of Directors and
Ballots" as a new heading before the second paragraph of Article Five, and add
the following new Parts to Article Five:
Part III

Classification of the Board
The Directors shall be classified, with respect to the time for which
they severally hold office, into three classes, as nearly equal in number as
reasonably possible, as shall be provided in the manner specified in the By-
Laws of the corporation, one class to be originally elected for a term
expiring at the annual meeting of stockholders to be held in 1990, another
class to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1991, and another class to be originally elected
for a term expiring at the annual meeting of stockholders to be held in 1992,
with each class to hold office until its successor is elected and qualified.
At each annual meeting of the stockholders of the corporation, the successors
of the class of Directors whose term expires at that meeting shall be elected
to hold office for a term expiring at the annual meeting of stockholders held
in the third year following the year of their election.
Part IV

Removal of Directors
Any Director may be removed from office only for cause and only by the
affirmative vote of the holders of 66-2/3% of the combined voting power of the
then outstanding shares of stock entitled to vote generally in the election of
Directors, voting together as a single class.
Part V

Vacancies and Newly Created Directorships
Newly created directorships resulting from any increase in the number of
Directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely
by the affirmative vote of a majority of the remaining Directors then in
office, even though less than a quorum of the Board of Directors.  Any
Director elected in accordance with the preceding sentence shall hold office
for the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until successors for such
Director's class shall have been elected and qualified.
Part VI

Notice of Stockholder Nominations
Advance notice of stockholder nominations for the election of Directors
shall be given in the manner provided in the By-Laws of the corporation.
Part VII

Ability to Alter, Amend or Repeal
Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, the affirmative vote of the holders of at least 66-2/3% of
the combined voting power of all shares of the corporation entitled to vote
generally in the election of Directors, voting together as a single class,
shall be required to alter, amend or repeal this Article Five or to adopt any
provision inconsistent herewith.
SECOND:	At the Annual Meeting of Shareholders, held on March 7,
1989, more than two-thirds of the outstanding stock entitled to vote thereon
approved the foregoing amendments to the Company's Certificate of
Incorporation.
THIRD:	The aforesaid amendments were duly adopted in accordance
with the provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed, under penalty of perjury,
by Robert I. Toll, its Chairman of the Board and Chief Executive Officer, and
attested by Bruce E. Toll, its Secretary, on March 7, 1989, and does confirm
that this Certificate of Amendment is the act and deed of the Company and that
the statements made herein are true.
TOLL BROTHERS, INC.


By:  /s/ Robert I. Toll
	Robert I. Toll
	Chairman of the Board and
	Chief Executive Officer
Attest:


By:  /s/ Bruce E. Toll
	Bruce E. Toll, Secretary
		(Corporate Seal)
DSB:829713.1/TOL002-051098	- 3 -
DSB:829713.1/TOL002-051098