CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

TOLL BROTHERS, INC.
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 of the Board of Directors of the Company held on
December 14, 2000, the Board of Directors of the Company adopted resolutions
that declared advisable and recommended to the stockholders of the Company the
following amendment to the Company's Certificate of Incorporation and directed
that said amendment be submitted to the Company's stockholders for their
consent and approval at the Annual Meeting of Stockholders on March 22, 2001.
The amendment amends Article Four of the Company's Certificate of
Incorporation to read in its entirety as follows:
"Article Four
The corporation is authorized to issue 101,000,000
shares of capital stock, consisting of two (2) classes of
stock, to wit:
(a)  Common Stock.  The total number of shares of
Common Stock which the corporation shall have
authority to issue is One Hundred Million
(100,000,000) shares and the par value of each of such
shares is One Cent ($.01) amounting in the aggregate
to One Million Dollars ($1,000,000).
(b)  Preferred Stock.  The total number of shares
of Preferred Stock which the corporation shall have
authority to issue is One Million (1,000,000), and the
par value of each such share is One Cent ($.01)
amounting in the aggregate to Ten Thousand Dollars
($10,000).
The Board of Directors is authorized, subject to the
limitations prescribed by law and the provisions of this
Article Four, to provide by adopting a resolution or
resolutions, a certificate of which action shall be filed
and recorded in accordance with the General Corporation Law
of the State of Delaware, for the issuance of the Preferred
Stock in one or more series, each with such designations,
powers, preferences and rights of the shares, and the
qualifications, limitations or restrictions thereof.
The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock, without a
vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required
pursuant to the certificate or certificates establishing the
series of Preferred Stock."
SECOND:  At the Annual Meeting of Stockholders on March 22, 2001, held
pursuant to the notice required by Section 222 of the Delaware General
Corporation Law, not less than a majority of the outstanding shares of stock
entitled to vote thereon approved the foregoing amendment to the Company's
Certificate of Incorporation.
THIRD:  The aforesaid amendment was 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 Joseph R. Sicree, its Vice President, and attested by Michael I. Snyder,
its Secretary, on March 4, 2002, 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/ Joseph R. Sicree

Joseph R. Sicree
Vice President

Attest:

By:     /s/ Michael I. Snyder
          Michael I. Snyder, Secretary
(Corporate Seal)


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DSB:828383.2/TOL002-092626