SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                              FORM 10-K

(Mark One)
 X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the fiscal year ended    October 31, 1996                           
                                  OR
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from            to           

Commission file number       1-9186      

                             TOLL BROTHERS, INC.                             
        (Exact name of Registrant as specified in its charter)

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

  3103 Philmont Avenue, Huntingdon Valley, Pennsylvania     19006-4298       
       (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code   (215) 938-8000          

Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange on
    Title of each class                                which registered     
    Common Stock (par value $.01)                   New York Stock Exchange
                                                    Pacific Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 
during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   Yes  X   No    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K.   

As of December 31, 1996, the aggregate market value of the Common Stock held by
non-affiliates of the Registrant was approximately $433,366,000.

As of December 31, 1996, there were 33,950,360 shares of Common Stock
outstanding.

Documents Incorporated by Reference:

Toll Brothers, Inc. Proxy Statement with respect to its 1997 Annual Meeting of
Shareholders, scheduled to be held on March 5, 1997, is incorporated into 
Part III hereof.







                                PART I

ITEM 1.  BUSINESS
General

    Toll Brothers, Inc. ("Toll Brothers" or the "Company"), a Delaware 
corporation formed in May 1986, commenced its business operations, through 
predecessor entities, in 1967.  Toll Brothers designs, builds, markets and 
arranges financing for single family detached and attached homes in middle 
and high income residential communities in thirteen states and five regions 
around the country.  The communities are generally located on land the 
Company has developed, although, due to the poor economic conditions
during the early 1990's, the Company was able to acquire a number of fully 
approved parcels and several improved subdivisions.  Currently, Toll Brothers
operates predominantly in major suburban residential areas in southeastern 
Pennsylvania, central New Jersey, the Virginia and Maryland suburbs of 
Washington, D.C., the Boston, Massachusetts metropolitan area, southern 
Connecticut, Westchester County, New York, Orange County and Los Angeles 
County, California, the suburbs of Raleigh and Charlotte,
North Carolina and Scottsdale, Arizona.  It is also developing communities in  
northern Delaware, Nassau County, New York, McKinney, Texas, a northern 
suburb of Dallas, Austin, Texas and Palm Beach County, Florida.  The Company 
has recently acquired property in the San Francisco Bay area and expects to 
begin offering homes for sale there in the second half of fiscal 1997.

    The Company markets its homes primarily to middle and upper-income buyers,
emphasizing high quality construction and customer satisfaction.  As of 
October 31, 1996, the Company was offering homes for sale in 100 communities.
Single family detached homes were being offered at prices, excluding 
customized options, generally ranging from $160,000 to $645,000, with an 
average base sales price of $368,000. Attached home prices, excluding 
customized options, generally range from $100,000 to $477,000, with an 
average base sales price of $218,000. In the five years ended October
31, 1996, Toll Brothers delivered 7,860 homes in 177 communities.  

    In recognition of the Company's achievements, it has received numerous 
awards from national, state and local homebuilder publications and 
associations.  In fiscal 1996, the Company was selected "America's Best 
Builder" by the National Association of Home Builders (the "NAHB") and 
Builder magazine in recognition of its excellent financial performance, 
unique custom-production system for building luxury homes in high
volume and the excellence of its designs.  The Company also received the 
National Housing Quality Award from the NAHB, which recognizes the Company's
outstanding commitment to total quality management and continuous 
improvement.  In 1994, the Company received one of the first place awards in
the "Build America Beautiful" Awards Program, sponsored by Better Homes and 
Gardens magazine, the NAHB and Keep America Beautiful, Inc., in recognition 
of the Company's programs to improve the handling of solid waste
on construction sites.   In addition, the Company was named "The Builder of 
the Year" in 1988 by Professional Builder magazine.

    On October 31, 1996 and 1995, the Company had backlogs of $526,194,000 
(1,367 homes) and $400,820,000 (1,078 homes), respectively.  Substantially 
all homes in backlog at October 31, 1996 are expected to be delivered by 
October 31, 1997.

    As of October 31, 1996, the Company was offering homes for sale in 100
communities and owned or controlled through options, over 8,800 home sites in
communities under development, as well as land for approximately 8,500 planned 
home sites in proposed communities.

    The Company generally attempts to reduce certain risks homebuilders 
encounter, by controlling land for future development through options 
whenever possible (which allows the Company to obtain the necessary 
government approvals before acquiring title to the land), by beginning 
construction of homes after an agreement of sale has been executed with a 
buyer and by using subcontractors to perform home construction and land
development work on a fixed-price basis.  However, in order to obtain better 
terms or prices or due to competitive pressures, the Company has purchased 
several properties outright, or acquired the underlying mortgage, prior to 
obtaining all of the necessary governmental approvals needed to commence 
development.

The Communities

    Toll Brothers' communities are generally located in suburban areas near 
major highways with access to major cities.  Through 1981, all communities 
were located in southeastern Pennsylvania.  The Company began selling homes 
in central New Jersey in 1982, in northern Delaware and Massachusetts in 
1987, in Maryland in 1988, in Virginia and Connecticut in 1992, in New York 
in 1993, in Southern California and North Carolina in 1994, in the suburbs of
Dallas, Texas and Florida in 1995 and Austin, Texas in 1996.
In addition, in August 1995, the Company acquired certain assets, including two 
existing communities under development and options on several future 
communities, of Geoffrey H. Edmunds & Associates, a privately owned 
Scottsdale, Arizona, luxury homebuilder.  The Company has also acquired 
property in the San Francisco Bay Area and expects to begin offering homes 
for sale there in the second half of fiscal 1997.

    The Company emphasizes its high-quality, detached single family homes that 
are marketed primarily to the "upscale" luxury market, generally those  
persons who have previously owned a principal residence - the so-called 
"move-up" market.  The Company believes its reputation as a developer of 
homes for this market enhances its competitive position with respect to the 
sale of more moderately priced detached homes, as well as attached homes.  
The Company also markets to the 50+ year-old "empty nester" and
believes that this market has strong growth potential.  The Company has 
developed a number of home designs that it believes will appeal to this 
category of home buyer and integrated these designs into its communities 
along with its other homes.

    Each single family home community offers several home plans, with the 
opportunity to select various exterior styles.  The communities are designed 
to fit existing land characteristics, blending winding streets, cul-de-sacs 
and underground utilities to establish a pleasant environment.  The Company 
strives to create a diversity of architectural styles within an overall 
planned community.  This diversity arises from variations among the models
offered and in exterior design options of homes of the same
basic floor plan, from the preservation of existing trees and foliage whenever
practicable, and from the curving street layout, which allows relatively few 
homes to be seen from any vantage point.  Normally, homes of the same type or
color may not be built next to each other.  The communities have attractive 
entrances with distinctive signage and landscaping.  The Company believes 
this avoids a "development" appearance and gives the community a diversified 
neighborhood look that enhances home value.  

    Attached home communities are generally one to three stories, provide for 
limited exterior options and often contain commonly-owned recreational 
acreage with swimming pools and tennis courts.  These communities have 
associations through which homeowners act jointly for their common interest.

    It is the Company's belief that the homes built by Toll Brothers in its 
named communities provide homeowners with additional value upon resale.


The Homes

    Most single family detached-home communities offer at least three different 
home plans, each with several substantially different architectural styles.
For example, the same basic floor plan may be selected with a Colonial, 
Georgian, Federal or Provincial design, and exteriors may be varied further 
by the use of stone, stucco, brick or siding.  Attached home communities 
generally offer two or three different floor plans with two, three or four 
bedrooms.     

    In all of Toll Brothers' communities, certain options are available to the
purchaser for an additional charge.  The options typically are more numerous and
significant on the more expensive homes.  Major options include additional 
garages, additional rooms, finished lofts, and additional fireplaces.  As a 
result of the additional charges for such options, the average sales price 
was approximately 16% higher than the base sales price during fiscal 1996.

    The range of base sales prices for the Company's lines of homes as of 
October 31, 1996, was as follows:


    Single Family Detached Homes:
                                      
         Move-up                  $160,000  -  $500,000
         Executive                 247,000  -   602,000
         Estate                    335,000  -   645,000


    Attached Homes: 
                                       
         Townhomes                 100,000  -   219,000
         Carriage Homes            234,000  -   477,000

    Contracts for the sale of homes are at fixed prices.  The prices at which 
homes are offered have generally increased from time to time during the 
sellout period for each community; however, there can be no assurance that 
sales prices will increase in the future.

    The Company uses some of the same basic home designs in similar 
communities.  However, the Company is continuously developing new designs to
replace or augment existing ones to assure that its homes are responsive to 
current consumer preferences. For new designs, the Company has its own 
architectural staff and occasionally engages unaffiliated architectural 
firms.  During the past year, the Company has introduced over 35 new models.

    The following table summarizes certain information with respect to 
residential communities of Toll Brothers under development as of 
October 31, 1996:

                                                    HOMES UNDER
                   NUMBER OF     HOMES     HOMES   CONTRACT AND  HOME SITES 
 STATE            COMMUNITIES   APPROVED   CLOSED   NOT CLOSED    AVAILABLE     

                                                      
Arizona                12          958       88        117           753
California              7          474       85         35           354
Connecticut             6          218       86         38            94
Delaware                4          416      357         31            28
Florida                 2          213       30         34           149
Maryland                4          455       60         38           357
Massachusetts           8          830      608        108           114
New Jersey:
  North central         6          694      205         31           458
  Central              20        1,291      421        239           631
  South central         7        1,087      317        120           650
New York                9          415      151         78           186
North Carolina          5          565       73         57           435
Pennsylvania           34        4,217    2,072        264         1,881
Texas                   3          426       16         27           383
Virginia               14        1,512      394        150           968
  Total               141(1)    13,771    4,963      1,367         7,441(2)
  

 (1)      Of these 141 communities, 100 had homes being offered for sale, 14 had
          not yet opened for sales, and 27 had been sold out but not all 
          closings had been completed.  Of the 100 communities in which homes
          were being offered for sale, 92 were single family detached-home
          communities containing a total of 92 homes under construction but 
          not under contract (exclusive of model homes) and 8 were attached 
          home communities containing a total of 23 homes under construction 
          but not under contract (exclusive of model homes).

 (2)      On October 31, 1996, significant site improvements had not commenced 
          on approximately 3,967 of the 7,441 available home sites.  
          Of the 7,441 available home sites, 768 were not owned, but were 
          controlled through options.

Land Policy

   Before entering into a contract to acquire land, the Company completes 
extensive comparative studies and analyses on detailed Company-designed forms
that assist it in evaluating the acquisition.  Toll Brothers generally 
attempts to follow a policy of acquiring options to purchase land for future 
communities.  However, in order to obtain better terms or prices, or due to
competitive pressures, the Company has at times acquired property outright.
In addition, the Company has at times acquired the underlying mortgage on a 
property and subsequently obtained title to that property.  

   The options or purchase agreements are generally on a non-recourse basis, 
thereby limiting the Company's financial exposure to the amounts invested in 
property and pre-development costs. The use of options or purchase agreements
may somewhat raise the price of land that the Company eventually acquires, 
but significantly reduces risk.  It also allows the Company to obtain
necessary development approvals before acquisition of the land, which generally 
enhances the value of the options and the land eventually acquired.  The 
Company's purchase agreements are typically subject to numerous conditions 
including, but not limited to, the Company's ability to obtain necessary 
governmental approvals for the proposed community.  Often, the down payment on 
the agreement will be returned to the Company if all approvals are not 
obtained, although pre-development costs may not be recoverable.  The Company 
has the ability to extend many of these options for varying periods of time,
in some cases by the payment of an additional deposit and in some cases 
without an additional payment.  The Company has the right to cancel any of its
land agreements by forfeiture of the Company's down payment on the agreement.
In such instances, the Company generally is not able to recover any 
pre-development costs.

   During the early 1990's, due to the recession and the difficulties other 
builders and land developers had in obtaining financing, the number of 
buyers competing for land in the Company's market areas diminished, while 
the number of sellers increased, resulting in more advantageous prices for 
land acquisitions made by the Company.  Further, many of the land parcels 
offered for sale were fully approved, and often improved, subdivisions.  
Generally, such types of subdivisions previously had not been available for 
acquisition in the Company's market area.  The Company purchased several such
subdivisions outright and acquired control of several others through option
contracts.

   Due to the improvement in the economy and the improved availability of 
capital, during the past several years, the Company has seen an increase in 
competition for available land in its market areas.  The continuation of the 
Company's development activities over the long term will be dependent upon 
its continued ability to locate, enter into contracts to acquire, obtain
governmental approvals for, consummate the acquisition of, and improve 
suitable parcels of land.

   In the Company's view, the rolling recession in the United States creates a 
bottoming market in some parts of the nation as other markets become strong. 
While the Company believes that there is significant diversity in its 
Northeast and Mid-Atlantic markets and that this diversity provides 
protection from the vagaries of the individual local economies, it believes 
that a greater geographic diversification will provide additional protection 
and more opportunities for growth.  During the past three years, the Company 
has expanded into California, North Carolina, Florida, Texas and Arizona.  
The Company continues to explore additional geographic areas for expansion.  

   The following is a summary of the parcels of land that the Company either 
owns or controls through options and loan assets at October 31, 1996 for 
proposed communities, as distinguished from those currently under development:

                             Number of      Number of      Number of
State                      Communities        Acres      Homes Planned

                                                     
Arizona                          2              170           158
California                       5              159           316        
Connecticut                      2               73            68
Delaware                         1               93           151
Florida                          1               12            37
Massachusetts                    2              302           354
New Jersey: (1)
  South central                  2              470           750
  North central                  3              209           199     
  Central                       15            1,885         2,026       
New York                         5              341           254    
North Carolina                   1               51            98
Pennsylvania                    19            1,349         1,543
Texas                            8              288           530
Virginia(2)                      6            1,220         2,010
  Total                         72            6,622         8,494(3)

  (1) New Jersey includes two communities which contain plans for 170 units 
      which will either be rented or sold at lower than market rentals or 
      prices.

  (2) Virginia includes one community which contains plans for 30 "affordable 
      dwelling units" which will be sold at lower than market prices.  

  (3) Of the 8,494 planned home sites, 3,719 lots were controlled through 
      options and 750 lots were controlled through loan assets secured by liens.

  The aggregate of loan assets, option deposits and related pre-development
costs for proposed communities was approximately $20,349,000 at 
October 31, 1996.  The aggregate purchase price of land parcels under option 
at October 31, 1996 was approximately $193,733,000.

  The Company evaluates all of the land under control for proposed 
communities on an ongoing basis with respect to economic and market 
feasibility.  During the year ended October 31, 1996 such feasibility 
analyses resulted in approximately $1,001,000 of capitalized costs related to
proposed communities being charged to expense because they were no longer 
deemed to be recoverable.

  There can be no assurance that the Company will be successful in securing 
necessary development approvals for the land currently under its control or 
for land which the Company may acquire control of in the future or, that 
upon obtaining such development approvals, the Company will elect to 
complete its purchases under such options.  The Company has generally been
successful in the past in obtaining governmental approvals, has substantial 
land currently under its control for which it is seeking such approvals 
(as set forth in the table above), and devotes significant resources to 
locating suitable additional land for development and to
obtaining the required approvals on land under its control.  Failure to locate 
sufficient suitable land or to obtain necessary governmental approvals, 
however, may impair the ability of the Company over the long term to maintain
current levels of development activities.

  The Company generally has not purchased land for speculation or with the 
contemplation of selling it for profit.

  The Company believes that it has an adequate supply of land in its existing
communities and in land held for future development (assuming that all 
properties are developed) to maintain its operations at its current levels for 
several years.

Community Development

  The Company expends considerable effort in developing a concept for each 
community, which includes determination of size, style and price range of the
homes, layout of the streets and individual lots, and overall community 
design.  After obtaining the necessary governmental subdivision and other 
approvals, which can sometimes require several years to obtain, the Company 
then improves the land by grading and clearing the site, installing roads, 
underground utility lines and pipes, erecting distinctive entrance 
structures, and staking out individual home sites.

  Each community is managed by a project manager who is located at the site.  
Working with construction supervisors, marketing personnel and, when 
required, other Company and outside professionals such as engineers, 
architects and legal counsel, the project manager is responsible for 
supervising and coordinating the various developmental steps from acquisition
through the approval stage, marketing, construction and customer service, 
including monitoring the progress of work and controlling expenditures.  
Major decisions regarding each community are made by senior members of the 
Company's management.

  The Company recognizes revenue only upon the closing of a home sale  (the 
point at which title and possession are transferred to the buyer), which 
generally occurs shortly after construction is substantially completed.  The
most significant variable affecting the timing of the Company's
revenue stream, other than housing demand, is receipt of final regulatory
approvals, which, in turn, permits the Company to begin the process of 
obtaining executed contracts for sales of homes.  Receipt of such final 
approvals is not seasonal.  Although the Company's sales and construction 
activities vary somewhat with the seasons, affecting the timing of closings, any
such seasonal effect is relatively insignificant compared to the effect of 
receipt of final governmental approvals.

  Subcontractors perform all home construction and land development work, 
generally under fixed-price contracts.  Toll Brothers acts as a general 
contractor and purchases some, but not all, of the building supplies it 
requires (see "PROPERTIES - Manufacturing/Distribution Facility"). 
The Company is not, and does not anticipate, experiencing a shortage of 
either subcontractors or supplies of building materials.  The Company's 
construction superintendents and assistant superintendents coordinate 
subcontracting activities and supervise all aspects of construction
work and quality control.  One of the ways the Company seeks to achieve home
buyer satisfaction is by providing its construction superintendents with 
incentive compensation arrangements based on each home buyer's responses on 
pre-closing and post-closing checklists.

  The Company maintains insurance to protect against certain risks associated 
with its activities.  These insurance coverages include, among others, 
general liability, "all-risk" property, workers' compensation, automobile, 
and employee fidelity.  The Company believes the amounts and extent of such 
insurance coverages are adequate.

Marketing

  The Company believes that its marketing strategy, which emphasizes its more 
expensive "Estate" and "Executive" lines of homes, has enhanced the Company's
reputation as a builder-developer of high-quality upscale housing.  The 
Company believes this reputation results in greater demand for all of the 
Company's lines of homes.  The Company generally includes attractive decorative
moldings such as chair rails, crown moldings, dentil moldings and other 
aesthetic features, even in its less expensive homes, on the basis that this
additional construction expense is important to its marketing effort.

  In addition to relying on management's extensive experience, the Company 
determines the prices for its homes through a Company-designed value analysis
program that compares a Toll Brothers home with homes offered by other 
builders in the relevant marketing area.  The Company accomplishes this by 
assigning a positive or negative dollar value to differences in product
features, such as amenities, location and marketing.

  Toll Brothers expends great effort in creating its model homes, which play
an important role in the Company's marketing.  In its models, Toll Brothers 
creates an attractive atmosphere, with bread baking in the oven, fires 
burning in fireplaces, and background music.  Interior decorations vary among
the models and are carefully selected based upon the lifestyles of the
prospective buyers.  During the past several years, the Company has received 
a number of awards from various homebuilder associations for its interior 
merchandising.

  The sales office located in each community is generally staffed by Company 
sales personnel, who are compensated with salary and commission.  In 
addition, a significant portion of Toll Brothers' sales is derived from the 
introduction of customers to its communities by local cooperating realtors.

  The Company advertises extensively in newspapers, other local and regional 
publications and on billboards.  The Company also uses videotapes and 
attractive color brochures to describe each community.  The Company has 
established a web site on the Internet (http://www.tollbrothers.com)
to provide its customers with additional information on the Company and its 
homes.

  All Toll Brothers homes are sold under the Company's one-year limited 
warranty as to workmanship and two-year limited warranty as to mechanical 
equipment.  Many of those warranties are supplemented by privately insured 
programs, which provides the homebuyer a limited ten-year warranty as to 
structural integrity.

Customer Financing

  The Company makes arrangements with a variety of mortgage lenders to 
provide home buyers a range of conventional mortgage financing programs.  
By making available an array of attractive mortgage programs to qualified 
purchasers, the Company is able to better coordinate and expedite
the entire sales transaction by ensuring that mortgage commitments are 
received and that closings take place on a timely and efficient basis.  
During fiscal 1996, approximately 56% of the Company's closings were 
financed through mortgage programs offered by the Company.  In addition, 
during the same period, the Company's home buyers, on average, financed 
approximately 71% of the purchase price of their homes.

  The Company secures the availability of a variety of competitive market 
rate mortgage products from both national and regional lenders.  Such 
availability is generally obtained at no cost to the Company and is committed
for varying lengths of time and amounts.

  The Company also obtains forward commitments for fixed and variable rate
mortgage financing which contain various rate protection features.  Such 
commitments have generally cost the Company from zero to one-half of one 
percent of the mortgage funds reserved and typically have terms of 9 to 18 
months.  As of October 31, 1996, there were approximately $106 million of such
commitments available, which expire at various dates through December 1997.

Competition

  The homebuilding business is highly competitive and fragmented.  The 
Company competes with numerous homebuilders of varying size, ranging from 
local to national in scope, some of which have greater sales and financial 
resources than the Company.  Resales of homes also provide competition.  
The Company competes primarily on the basis of price, location, design, quality,
service and reputation; however, during the past several years, the Company's
financial stability, relative to others in its industry, has become an 
increasingly favorable competitive factor.  The Company believes that, due to
the increased availability of capital, competition has increased during the 
past several years.

Regulation and Environmental Matters

  The Company is subject to various local, state and federal statutes, 
ordinances, rules and regulations concerning zoning, building design, 
construction and similar matters, including local regulations which impose 
restrictive zoning and density requirements in order to limit the number of 
homes that can eventually be built within the boundaries of a particular 
locality. In addition, the Company is subject to registration and filing 
requirements in connection with the construction, advertisement and sale of 
homes in its communities in certain states and localities in which it 
operates.  These laws have not had a material effect on the Company,
except to the extent that application of such laws may have caused the 
Company to conclude that development of a proposed community would not be 
economically feasible, even if any or all necessary governmental approvals 
were obtained (See "Business-Land Policy").  The Company may also be subject
to periodic delays or may be precluded entirely from developing communities due
to building moratoriums in the areas in which it operates.  Generally, such 
moratoriums relate to insufficient water or sewage facilities or inadequate 
road capacity.

  In order to secure certain approvals, the Company may have to provide 
affordable housing at below market rental or sales prices.  The impact on the
Company will depend on how the various state and local governments in which 
the Company engages, or intends to engage, in development implement their 
programs for affordable housing.  To date, these restrictions have not had a
material impact on the Company.

  The Company is also subject to a variety of local, state and federal 
statutes, ordinances, rules and regulations concerning protection of health 
and the environment ("environmental laws"), as well as the effects of 
environmental factors.  The particular environmental laws which apply to any 
given community vary greatly according to the community site, the site's
environmental conditions and the present and former uses of the site.  These 
environmental laws may result in delays, may cause the Company to incur 
substantial compliance and other costs, and can prohibit or severely restrict
development in certain environmentally sensitive regions or areas.

  The Company maintains a policy of engaging, prior to consummating the 
purchase of land, independent environmental consultants to assess such land 
for the potential of hazardous or toxic materials, wastes or substances.  
Because it has  generally obtained such assessments for the land it has 
purchased, the Company has not been significantly affected to date by the 
presence of such materials.

Employees

  As of October 31, 1996, the Company employed 1,155 full-time persons; of 
these, 43 were in executive positions, 134 were engaged in sales activities,
130 in project management activities, 345 in administrative and clerical 
activities, 321 in construction activities, 77 in engineering activities and 
105 in the panel plant operations.  The Company considers its employee relations
to be good.

ITEM 2.      PROPERTIES

Headquarters

  Toll Brothers' corporate offices, containing approximately 45,000 square 
feet, are located in a modern facility at 3103 Philmont Avenue, Huntingdon 
Valley, Montgomery County, Pennsylvania. The facility was purchased by the 
Company in September 1988.

Manufacturing/Distribution Facility

  Toll Brothers owns a facility of approximately 200,000 square feet in which
it manufactures open wall panels, roof and floor trusses, and certain 
interior and exterior millwork to supply a portion of the Company's 
construction needs.  This operation also permits Toll Brothers to purchase 
wholesale lumber, plywood, windows, doors, certain other interior and 
exterior millwork and other building materials to supply its communities.  
The Company believes that increased efficiency, cost savings and productivity
result from the operation of this plant and from such wholesale purchases of 
material.  This plant generally does not sell or  supply to any purchasers 
other than Toll Brothers.  The property, which is located in Morrisville,
Pennsylvania, is adjacent to U.S. Route 1, a major thoroughfare, and is 
served by rail.

Regional and Other Facilities

  The Company leases office and warehouse space in various locations, none of
which is material to the business of the Company.  


ITEM 3.      LEGAL PROCEEDINGS

  The Company is involved in various claims and litigation arising in the 
ordinary course of business. The Company believes that the disposition of 
these matters will not have a material adverse effect on the business or the 
financial condition of the Company.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  No matters were submitted to a vote of security holders, through the 
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended October 31, 1996.


                  EXECUTIVE OFFICERS OF THE REGISTRANT

  The section entitled "Proposal One:  Election of Directors" of the 
Company's Proxy Statement for the 1997 Annual Meeting of Shareholders is 
incorporated herein by reference.

  The following table includes information with respect to all executive 
officers of the Company as of October 31, 1996.  All executive officers serve
at the pleasure of the Board of Directors of the Company.

Name                           Age            Positions

                                                  
Robert I. Toll                 55        Chairman of the Board, 
                                          Chief Executive Officer and Director 
Bruce E. Toll                  53        President, Chief Operating Officer,
                                          Secretary and Director
Zvi Barzilay                   50        Executive Vice President and Director
Joel H. Rassman                51        Senior Vice President, Treasurer,
                                           Chief Financial Officer and Director

  Robert and Bruce Toll, who are brothers, co-founded the Company's 
predecessors' operations in 1967.  Their principal occupations since 
inception have been related to their various homebuilding and other real 
estate related activities.

  Zvi Barzilay joined the Company as a project manager in 1980 and has been
an officer since 1983.  In 1994, Mr. Barzilay was elected a Director of the 
Company.

  Joel H. Rassman has been a senior vice president of the Company since 
joining the Company in 1984.  Mr. Rassman was elected a Director of the 
Company by the Board of Directors in 1996.
                                

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
    MATTERS

  The Company's common stock is principally traded on the New York Stock 
Exchange (Symbol:TOL).  It is also listed on the Pacific Stock Exchange.  

  The following table sets forth the price range of the Company's common 
stock on the New York Stock Exchange for each fiscal quarter during the two 
years ended October 31, 1996.


                                Three Months Ended               


  1996               October 31          July 31      April 30   January 31
                                                       
    High               $17 7/8             $18 5/8       $20 5/8   $23 1/2
    Low                $16                 $14 5/8       $15 3/8   $16 5/8

  1995              October 31           July 31      April 30   January 31

                                                       
    High               $19                 $17 1/4       $13 3/4    $12 1/4
    Low                $15 1/2             $11 5/8       $11 1/8    $9 1/8

  The Company has not paid any cash dividends on its common stock to date and 
expects that for the foreseeable future it will follow a policy of retaining 
earnings in order to finance the continued development of its business.  
Payment of dividends is within the discretion of the Company's Board of 
Directors and will depend upon the earnings, capital requirements and
operating and financial condition of the Company, among other factors.  The 
Company's 10 1/2% Senior Subordinated Notes due March 15, 2002 and 9 1/2% 
Senior Subordinated Notes due March 15, 2003, contain restrictions on the 
amount of dividends the Company may pay on its common stock.  In addition, 
the Company's Bank Revolving Credit Agreement requires the maintenance of
minimum shareholders' equity which restricts the amount of dividends the 
Company may pay.  As of October 31, 1996, under the most restrictive of the 
agreements, the Company could pay up to approximately $73,678,000 of cash 
dividends. 

  At December 31, 1996, there were approximately 703 record holders of the 
Company's common stock.


ITEM 6. SELECTED FINANCIAL DATA

  The following table sets forth selected consolidated financial and housing
data of the Company as of and for each of the five fiscal years ended 
October 31, 1996.  It should be read in conjunction with the Consolidated 
Financial Statements and Notes thereto and "Management's Discussion and 
Analysis of Financial Condition and Results of Operations."

Summary Consolidated Income Statement Data (Amounts in thousands, except 
    per share data)                                               

                                                 Year Ended October 31        
  
                                  1996     1995     1994       1993     1992
                                                        
Revenues                       $760,707  $646,339  $504,064  $395,261  $281,471
                               ========  ========  ========  ========  ========
Income before income taxes, 
  extraordinary item and
  change in accounting         $ 85,793   $79,439  $ 56,840  $43,928   $ 28,864
                               ========   =======  ========  =======   ========
Income before extraordinary
  item and change in
  accounting                   $ 53,744   $49,932  $ 36,177  $27,419   $ 17,354
Extraordinary loss                                              (668)      (816)
Cumulative effect of change
  in accounting                                                1,307         
                               --------   -------  --------  --------  ---------
Net income                     $ 53,744   $49,932  $ 36,177  $ 28,058  $ 16,538

Earnings per share                                                            
Primary
Income before extraordinary
  item and change in 
  accounting                   $   1.56   $  1.47  $   1.08  $    .82  $    .52 
Extraordinary loss                                               (.02)     (.02)
Cumulative effect of change
  in accounting                                                   .04   
                               --------   -------  --------  --------  ---------
Net income                     $   1.56   $  1.47  $   1.08  $    .84  $    .50
                               ========   =======  ========  ========  =========
Weighted average number of
  shares outstanding             34,492    33,909    33,626    33,467    33,234
                               ========   =======  ========  ========  ========
Fully-diluted
Income before extraordinary
  item and change in
  accounting                   $   1.50   $  1.41  $   1.05  $    .82  $    .52
Extraordinary loss                                               (.02)     (.02)
Cumulative effect of change
  in accounting                                                   .04        
                               --------   -------  --------  --------  --------
Net income                     $   1.50   $  1.41  $   1.05  $    .84  $    .50
                               ========   =======  ========  ========  ========
Weighted average number of
  shares outstanding             36,891    36,651    35,664    33,583    33,237
                               ========   =======  ========  ========  ========

                                                                   


Summary Consolidated Balance Sheet Data (Amounts in thousands)
  

                                                October 31                     
                               1996      1995       1994       1993       1992

                                                         
Inventory                    $772,471   $623,830   $506,347  $402,515   $287,844
                             ========   ========   ========  ========   ========
Total assets                 $837,926   $692,457   $586,893  $475,998   $384,836
                             ========   ========   ========  ========   ========
Debt
  Loans payable              $132,109   $ 59,057   $ 17,506  $ 24,779   $ 25,756
  Subordinated debt           208,415    221,226    227,969   174,442    128,854
  Collateralized mortgage
    obligations payable         2,816      3,912      4,686    10,810     24,403
                             --------   --------   --------  --------   --------
  Total                      $343,340   $284,195   $250,161  $210,031   $179,013
                             ========   ========   ========  ========   ========
Shareholders' equity         $314,677   $256,659   $204,176  $167,006   $136,412
                             ========   ========   ========  ========   ========


             
Housing Data

                                                           
Year ended October 31:          1996       1995       1994      1993      1992
  Number of homes
    closed                      2,109      1,825      1,583     1,324      1,019
  Sales value of homes
    closed
   (in thousands)            $759,303   $643,017   $501,822  $392,560   $279,841

  Number of homes 
    contracted                  2,398      1,846      1,716     1,595      1,202
  Sales value of homes
    contracted
    (in thousands)           $884,677   $660,467   $586,941  $490,883   $342,811

As of October 31:
  Number of homes
    in backlog                  1,367      1,078      1,025       892        621
  Sales value of homes
    in backlog
   (in thousands)            $526,194   $400,820   $370,560  $285,441   $187,118


Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

     The following table sets forth certain income statement items related to 
the Company's operations as percentages of total revenues:

    Year Ended October 31:                       1996       1995     1994 
                                                 ----       ----     ----
    Revenues                                     100.0%    100.0%   100.0%
                                                 ------    ------   ------
    Costs and expenses:
    Land and housing construction                 76.4      75.0     75.4    
    Selling, general and administrative            9.1       9.2      9.7
    Interest                                       3.2       3.4      3.6
                                                   ---       ---      ---
    Total costs and expenses                      88.7      87.6     88.7
                                                  ----      ----     ---- 
    Operating income                              11.3%     12.4%    11.3%
                                                  =====     =====    =====
FISCAL 1996 COMPARED TO FISCAL 1995

     Revenues for fiscal 1996 of $761 million exceeded those of fiscal 1995 by 
$114 million or 18%.  This increase in revenues was due to an increase in both 
the number of homes and average price per home delivered.  The increase in 
the number of homes delivered was due to the higher backlog of homes at 
October 31, 1995 as compared to October 31, 1994 and to the greater number of
homes sold during fiscal 1996 as compared to fiscal 1995.  The increase in 
the number of homes sold was the result of the higher number of selling
communities that the Company had in 1996 over 1995 and an increase in the 
average number of homes sold per community.  The increase in the average 
delivered price per home was due principally to a change in product mix to 
larger homes, a shift to more expensive locations, an increase in the value 
of options that the homebuyers selected and increases in selling prices in a 
number of the Company's communities.  The increase in the average delivered 
price was partially offset by an increase in sales incentives provided to the
homebuyers.

     Land and construction costs as a percentage of revenues increased in 
fiscal 1996 as compared to fiscal 1995.  The increase was due principally to 
increased material and overhead costs, increased costs of sales incentives 
and the additional start-up costs, generally higher construction costs and 
the inefficiencies of production associated with the Company's expansion 
into California, Arizona, Texas, North Carolina and Florida.  The increased
overhead costs were due principally to the severe winter weather conditions 
that the Company encountered in many of its markets in fiscal 1996. The cost 
increases were partially offset by the lower amount of inventory writedowns in 
1996($4.6 million) as compared to 1995($5.4 million).

     Selling, general and administrative expenses amounted to $69.7 million 
or 9.1% of revenues in fiscal 1996 as compared to $59.7 million or 9.2% of 
revenues in fiscal 1995.  The increased spending was attributable to the 
greater number of communities that the Company was operating in 1996 as 
compared to 1995 as well as the additional costs associated with the 
Company's geographic expansion. 

    Interest expense is determined on a specific lot-by-lot basis and will vary
depending on many factors including the period of time that the land under 
the home was owned, the length of time that the house was under construction,
and the interest rates and amount of debt carried by the Company in 
proportion to the amount of inventory during those periods.


FISCAL 1995 COMPARED TO FISCAL 1994

    Revenues for fiscal 1995 of $646.3 million exceeded those of 1994 by 
$142.2 million or 28%.  This increase was primarily the result of the greater
number of homes delivered in 1995 which was principally due to the higher 
backlog at the beginning of fiscal 1995 as compared to the backlog at the 
beginning of fiscal 1994, the greater number of contracts that were signed in
1995 compared to 1994 and to a greater number of communities delivering homes in
1995 as compared to 1994.  In addition, the average price per home increased 
due to a change in product mix to larger homes, a shift in location of homes
closed to more expensive locations and increases in selling prices.

    As of October 31, 1995, the backlog of homes under contract amounted to 
$400.8 million (1,078 homes), an 8% increase over the backlog as of 
October 31, 1994.  In fiscal 1995, the Company signed new contracts of $660.4
million (1,846 homes), as compared to $586.9 million (1,716 homes) in fiscal
1994.  The increase in new contracts in 1995 over 1994 was primarily due to 
the increase in the number of communities in which the Company was offering 
homes for sale, a shift in location of the communities to more expensive areas,
an increase in the size of the homes that our customers purchased and 
increases in selling prices.  The increase was partially offset by a decline 
in the number of homes sold per community.

    Land and housing construction costs amounted to $485.0 million (75.0% of 
revenues) in 1995 as compared to $380.2 million (75.4% of revenues)in 1994.  
As a percentage of revenues, land and land development costs, job overhead 
costs and write-offs of inventory and previously capitalized costs that the 
Company no longer considered realizable, were lower in 1995 than in 1994.  
The percentage decrease was partially offset by increased material and
subcontractor costs.  The Company provided for write-offs of inventory and 
previously capitalized costs that it no longer considered realizable of $5.4
million in 1995 and $7.0 million in 1994.

    Selling, general and administrative expenses ("SG&A") in 1995 and 1994 
amounted to $59.7 million (9.2% of revenues) and $48.8 million (9.7% of 
revenues), respectively.  The increased spending in 1995 was the result of an
increase in selling expense due to the larger number of communities in which 
the Company was offering homes for sale in 1995 as compared to 1994 and an 
increase in general and administrative expenses, primarily payroll and 
payroll-related costs, due to the overall growth and increased profitability of 
the Company.  The decline in SG&A, as a percentage of revenues, was due to 
revenues increasing at a faster rate than SG&A spending.

    Interest expense is determined on a specific lot-by-lot basis and will 
vary depending on many factors including the period of time that the land was
owned, the period of time that the house was under construction, and the 
interest rates and the amount of debt carried by the Company in proportion to
the amount of its inventory during those periods.  As a percentage of 
revenues, interest expense was lower in 1995 as compared to 1994.  The decline
was principally the result of an 11% increase in the average price of 
homes closed in 1995 over 1994 while capitalized interest per home closed 
in 1995 only increased 6%.  

INCOME TAXES

    Income taxes for fiscal 1996, 1995 and 1994 were provided at effective 
rates of 37.4%, 37.1% and 36.4%, respectively.


CAPITAL RESOURCES AND LIQUIDITY

    Funding for the Company's residential development activities is 
principally provided by cash flows from operations, public debt and equity 
markets, and unsecured bank borrowings.

    Cash flow from operations, before inventory additions, improved as 
operating results improved and the Company anticipates that the cash flow 
from operations will continue to improve as a result of an increase in 
revenues from the delivery of homes from the existing backlog as well as 
from new sales agreements.  The Company has used the cash flow from
operations and borrowings under its revolving credit facility to acquire 
additional land for new communities, to fund additional expenditures for land
development and construction costs needed to meet the requirements of the 
increased backlog, the continuing expansion of the number of communities in 
which the Company is offering homes for sale and to reduce debt. The Company
expects that inventories will continue to increase and is currently negotiating
and searching for additional opportunities to obtain control of land for
future communities. 

    The Company has a $250 million unsecured revolving credit facility with 
fifteen banks which extends through June 2000.  The facility reduces by 50% 
in June 1999 unless extended as provided for in the agreement.  As of 
October 31, 1996, the Company had $50 million of loans and approximately 
$26.1 million of letters of credit outstanding under the facility. In 
addition, the Company has a $50,000,000 loan commitment from two banks under
which the Company will borrow the funds in March 1997 for a period of five 
years at a fixed interest rate of 7.82%. 

    In November 1996, the Company issued $100,000,000 of 8 3/4% Senior 
Subordinated Notes to the public.  The notes mature in November 2006.  The 
net proceeds are to be used for general corporate purposes.

    The Company believes that it will be able to fund its activities through
a combination of existing cash resources, operating cash flow and existing 
sources of credit.  

INFLATION

    The long-term impact of inflation on the Company is manifested in 
increased land, land development, construction and overhead costs, as well 
as in increased sales prices.  For several years prior to fiscal 1989, the 
Company was able to raise sales prices by amounts at least equal to its cost
increases.  From fiscal 1989 through February 1, 1991, however, sales
prices either declined slightly or remained steady, and since then have risen
only modestly.

    The Company generally contracts for land significantly before 
development and sales efforts begin. Accordingly, to the extent land 
acquisition costs are fixed, increases or decreases in the sales prices of 
homes may affect the Company's profits.  Since the sales prices of homes are
fixed at the time of sale and the Company generally sells its homes prior
to commencement of construction, any inflation of costs in excess of those 
anticipated may result in lower gross margins.  The Company generally 
attempts to minimize that effect by entering into fixed-price contracts with
its subcontractors and material suppliers for specified periods of time, 
which generally do not exceed one year.

    Housing demand, in general, is adversely affected by increases in interest 
costs, as well as in housing costs.  Interest rates, the length of time that 
land remains in inventory and the proportion of inventory that is financed 
affect the Company's interest costs.  If the Company is unable to raise 
sales prices enough to compensate for higher costs, which had generally been 
the condition during prior years, or if mortgage interest rates increased
significantly, affecting prospective buyers' ability to adequately finance a
home purchase, the Company's revenues, gross margins and net income would be 
adversely affected.  Increases in sales prices, whether the result of 
inflation or demand, may affect the ability of prospective buyers to afford 
a new home.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements as set forth in item 14(a)(1) and (2).
                                                                              
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                               PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information required by this item with respect to executive officers of 
the Company is set forth in Part I.  The information required by this item 
with respect to the Directors of the Company is incorporated by reference to 
the Company's Proxy Statement for the 1997 Annual Meeting of Shareholders. 

 
ITEM 11. EXECUTIVE COMPENSATION

    The information required by this item is incorporated by reference to the 
Company's Proxy Statement for the 1997 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by this item is incorporated by reference to the
Company's Proxy Statement for the 1997 Annual Meeting of Shareholders.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required by this item is incorporated by reference to the 
Company's Proxy Statement for the 1997 Annual Meeting of Shareholders.


              STATEMENT ON FORWARD-LOOKING INFORMATION 

Certain information included herein and in other Company statements, reports 
and S.E.C. filings is forward-looking within the meaning of the Private 
Securities Litigation Reform Act of 1995, including, but not limited to, 
statements concerning anticipated operating results, financial resources, 
growth and expansion.  Such forward-looking information involves
important risks and uncertainties that could significantly affect actual 
results and cause them to differ materially from expectations expressed 
therein.  These risks and uncertainties include local, regional and national 
economic conditions, the effects of governmental regulation, the competitive 
environment in which the Company operates, fluctuations in interest rates, 
changes in home prices, the availability and cost of land for future growth,
the availability of capital, the availability and cost of labor and 
materials, and weather conditions.

                                  PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements and Financial Statement Schedule

       1.       Financial Statements 
                                                                     Page

       
                                                                   
          Report of Independent Auditors                              F-1
          Consolidated Statements of Income for the            
               Years Ended October 31, 1996, 1995 and 1994            F-2
          Consolidated Balance Sheets as of                    
               October 31, 1996 and 1995                              F-3
          Consolidated Statement of Shareholder's Equity
               for the Years Ended  October 31, 1996, 1995 and 1994   F-4
          Consolidated Statements of Cash Flows for the             
               Years Ended October 31, 1996, 1995 and 1994            F-5
          Notes to Consolidated Financial Statements               F-6 - F-13
          Summary Consolidated Quarterly Data                         F-14

       2. Financial Statement Schedule

          Schedule II -   Valuation and Qualifying Accounts       
                                for the Years Ended October 31, 
                                1996, 1995 and 1994                   F-15

          Schedules not listed above have been omitted because
          they are either not applicable or the required information
          is included in the financial statements or notes thereto.

       3. Exhibits required to be filed by Item 601 of Regulation S-K:

           3.1    Certificate of Incorporation, as amended, is hereby 
                  incorporated by reference to Exhibit 3.1 of the 
                  Registrant's Form 10-K for the fiscal year ended 
                  October 31, 1989.

           3.2    Amendment to the Certificate of Incorporation dated 
                  March 11, 1993, is hereby incorporated by reference to 
                  Exhibit 3.1 of Registrant's Form 10-Q for the quarter 
                  ended January 31, 1993.

           3.3    By-laws, as amended, are hereby incorporated by reference 
                  to Exhibit 3.2 of the Registrant's Form 10-K for the fiscal
                  year ended October 31, 1989.

           4.1    Specimen 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.

           4.2    Indenture dated as of March 15, 1992, between Toll Corp., 
                  as issuer, the Registrant, as guarantor, NBD Bank, National
                  Association, as Trustee, including Form of Guarantee, is 
                  hereby incorporated by reference to Exhibit 4 of 
                  Toll Corp.'s Registration Statement on Form S-3 filed with
                  the Securities and Exchange Commission on March 11, 1992, 
                  File No. 33-45704.

         Exhibit
         Number                           Description

          4.3    Indenture dated as of March 15, 1993,  among Toll Corp., as 
                 issuer, the Registrant, as guarantor, and NBD Bank, National
                 Association, as Trustee, including Form of Guarantee, is 
                 hereby incorporated by reference to Exhibit 4.1 of 
                 Toll Corp.'s Registration Statement on Form S-3 filed with
                 the Securities and Exchange Commission, March 10, 1993, 
                 File No. 33-58350. 

          4.4    Indenture dated as of January 15, 1994 between Toll Corp., 
                 as issuer, the Registrant, as guarantor, Security Trust 
                 Company, N.A., as Trustee, including Form of Guarantee, is 
                 incorporated by reference to Exhibit 4.1 of Toll Corp.'s 
                 Registration Statement on Form S-3 filed with the Securities
                 and Exchange Commission on January 23, 1995, File No. 33-51775.
               
          4.5    Indenture dated as of November 12, 1996 between Toll Corp., 
                 as issuer, the Registrant, as guarantor, NBD Bank, a 
                 Michigan banking corporation, as Trustee, including form of 
                 guarantee, is hereby incorporated by reference to 
                 Exhibit 4.1 of the Registrant's Form 8-K dated November 6,
                 1996 filed with the Securities and Exchange Commission.

         10.1    Revolving credit agreement, dated as of November 1, 1993 as 
                 amended through May 8, 1996, among First Huntingdon Finance
                 Corp., the Registrant, PNC Bank, National Association, 
                 CoreStates Bank, N.A., The First National Bank of Chicago, 
                 NationsBank National Association, Bank Hapoalim B.M., 
                 Kleinwort Benson Limited, Mellon Bank, The Fuji Bank,
                 Limited, Credit Lyonnais, New York Branch, Banque Paribas, 
                 Krieditbank N.V., Comerica Bank, Bayerische Vereinsbank AG, 
                 New York Branch, The Industrial Bank of Japan Trust Company,
                 The Sanwa Bank Limited and PNC Bank, National Association, 
                 as Agent. 

         10.2    Toll Brothers, Inc. Amended and Restated Stock Option Plan
                 (1986), as amended and restated by the Registrant's Board of
                 Directors on February 24, 1992 and adopted by its 
                 shareholders on April 6, 1992, is hereby incorporated by 
                 reference to Exhibit 19(a) of the Registrant's Form 10-Q
                 for the quarterly period ended April 30, 1992.

         10.3    Toll Brothers, Inc. Amended and Restated Stock Purchase Plan 
                 is hereby incorporated by reference to Exhibit 4 of the 
                 Registrant's Registration Statement on Form S-8 filed with 
                 the Securities and Exchange Commission on August 4, 1987, 
                 File No. 33-16250. 

         10.4    Toll Brothers, Inc. Key Executives and Non-Employee 
                 Directors Stock Option Plan (1993) is hereby incorporated by 
                 reference to Exhibit 10.1 of the Registrant's Form 8K filed 
                 with the Securities and Exchange Commission on May 25, 1994.

         10.5    Amendment to the Toll Brothers, Inc. Key Executives and 
                 Non-Employee Directors Stock Option Plan (1993) is hereby 
                 incorporated by reference to Exhibit 10.2 of the 
                 Registrant's's Quarterly Report on Form 10-Q for the quarter
                 ended April 30, 1995.

       Exhibit
        Number                           Description

         10.6    Toll Brothers, Inc. Cash Bonus Plan is hereby incorporated by 
                 reference to Exhibit 10.2 of the Registrant's Form 8-K filed
                 with the Securities and Exchange Commission on May 25, 1994.
       
         10.7    Amendment to the Toll Brothers, Inc. Cash Bonus Plan adopted
                 by the Board of Directors subject to shareholder approval.

         10.8    Toll Brothers, Inc. Stock Option and Incentive Stock Plan 
                 (1995) is hereby incorporated by reference to Exhibit 10.1 
                 to the Registrant's Quarterly Report on Form 10-Q for the 
                 quarter ended April 30, 1995.

         10.9    Amendment to the Toll Brothers, Inc. Stock Option and 
                 Incentive Stock Plan (1995) adopted by the Board of Directors 
                 on May 29, 1996 subject to shareholder approval.

        10.10    Stock Redemption Agreement between the Registrant and Robert
                 I. Toll, dated October 28, 1995, is hereby incorporated by 
                 reference to Exhibit 10.7 of the Registrants Form 10-K for 
                 the Fiscal Year ended October 31, 1995.

        10.11    Stock Redemption Agreement between the Registrant and Bruce 
                 E. Toll, dated October 28, 1995, is hereby incorporated by 
                 reference to Exhibit 10.8 of the Registrants Form 10-K for 
                 the Fiscal Year ended October 31, 1995.

        10.12    Agreement between the Registrant and Joel H. Rassman, dated 
                 June 30, 1988, is hereby incorporated by reference to 
                 Exhibit 10.8 of Toll Corp.'s Registration Statement on Form 
                 S-1 filed with the Securities and Exchange Commission on 
                 September 9, 1988, File No. 33-23162.

        10.13    Agreement regarding sharing of office expenses, dated 
                 May 29, 1986, among Robert Toll, Bruce Toll and the 
                 Registrant, is hereby incorporated by reference to 
                 Exhibit 10.8 of the Registrant's Registration Statement on
                 Form S-1 filed with the Securities and Exchange Commission 
                 on July 8, 1986, File No. 33-6066.

         11      Statement regarding computation of Per Share Earnings.

         22      Subsidiaries of the Registrant.

         24      Consent of Independent Auditors.

         27      Financial Data Schedule


(b)    Reports on Form 8-K

              No reports on Form 8-K have been filed during the last quarter
              of the period covered by this report.


                            SIGNATURES
  
       Pursuant to the requirements of Section 13 or 15(d) of the Securities 
  Exchange Act of 1934, the Registrant has duly caused this report to be 
  signed on its behalf by the undersigned, thereunto duly authorized, in the 
  Township of Lower Moreland, Commonwealth of Pennsylvania on 
  December 12, 1996. 
                                       TOLL BROTHERS, INC.
                                       By: /s/ Robert I. Toll       
                                           -------------------------
                                           Robert I. Toll
                                           Chairman of the Board and
                                           Chief Executive Officer
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, 
  this report has been signed below by the following persons on behalf of the 
  Registrant and in the capacities and on the dates indicated.
       Signature                        Title                 Date
  
   /s/ Robert I. Toll           Chairman of the Board         December 12, 1996
   Robert I. Toll               of Directors and Chief
                                Executive Officer   
                                (Principal Executive Officer)
  
   /s/ Bruce E. Toll            President, Chief Operating    December 12, 1996
   Bruce E. Toll                Officer, Secretary 
                                and Director
  
   /s/ Zvi Barzilay             Executive Vice President      December 12, 1996
   Zvi Barzilay                 and Director
  
   /s/ Joel H. Rassman          Senior Vice President,        December 12, 1996
   Joel H. Rassman              Treasurer, Chief
                                Financial Officer and Director
                                (Principal Financial Officer)
  
   /s/ Joseph R. Sicree         Vice President and            December 12, 1996
   Joseph R. Sicree             Chief Accounting Officer
                                (Principal Accounting
                                Officer)
  
   /s/ Robert S. Blank          Director                      December 12, 1996
   Robert S. Blank
  
   /s/ Richard J. Braemer       Director                      December 12, 1996
   Richard J. Braemer
  
   /s/ Roger S. Hillas          Director                      December 12, 1996 
   Roger S. Hillas
  
   /s/ Carl B. Marbach          Director                      December 12, 1996
   Carl B. Marbach 
  
   /s/ Paul  E. Shapiro         Director                      December 12, 1996
   Paul E. Shapiro
                                   
REPORT OF INDEPENDENT AUDITORS
  The Board of Directors and Shareholders 
  Toll Brothers, Inc.
  
  We have audited the accompanying consolidated balance sheets of Toll 
  Brothers, Inc. and subsidiaries at October 31, 1996 and 1995, and the 
  related consolidated statements of income,  shareholders' equity, and cash 
  flows for each of the three years in the period ended October 31, 1996.  
  Our audits also included the financial statement schedule listed in the 
  Index at item 14(a).  These financial statements and schedule are the
  responsibility of the Company's management.  Our responsibility is to 
  express an opinion on these financial statements and schedule based on our 
  audits.
  
  We conducted our audits in accordance with generally accepted auditing 
  standards.  Those standards require that we plan and perform the audit to 
  obtain reasonable assurance about whether the financial statements are free of
  material misstatement.  An audit includes examining, on a test basis, 
  evidence supporting the amounts and disclosures in the financial 
  statements.  An audit also includes assessing the accounting principles
  used and significant estimates made by management, as well as evaluating 
  the overall financial statement presentation.  We believe that our audits 
  provide a reasonable basis for our opinion.
  
  In our opinion, the financial statements referred to above present fairly,
  in all material respects, the consolidated financial position of Toll 
  Brothers, Inc. and subsidiaries at October 31, 1996 and 1995, and the 
  consolidated results of their operations and their cash flows for each of 
  the three years in the period ended October 31, 1996, in conformity with 
  generally accepted accounting principles.  Also, in our opinion, the 
  related financial statement schedule, when considered in relation to the 
  basic financial statements taken as a whole, presents fairly in all material
  respects the information set forth therein.
  
  
                                               /s/  Ernst & Young LLP
  
  
  Philadelphia, Pennsylvania 
    December 10, 1996
CONSOLIDATED STATEMENTS OF INCOME 
(Amounts in thousands, except per share data)

                                                                              
                                              Year Ended October 31      
                                            1996         1995      1994   
                                                        
Revenues:
  Housing sales                           $759,303     $643,017  $501,822
  Interest and other                         1,404        3,322     2,242
                                          --------     --------  --------
                                           760,707      646,339   504,064
                                          --------     --------  --------
Costs and expenses:
  Land and housing construction            580,990      485,009   380,240
  Selling, general and administrative       69,735       59,684    48,789
  Interest                                  24,189       22,207    18,195
                                          --------     --------  --------
                                           674,914      566,900   447,224
                                          --------     --------  --------

Income before incomd taxes                  85,793       79,439    56,840 
Income taxes                                32,049       29,507    20,663
                                          --------     --------  --------
Net income                                $ 53,744     $ 49,932  $ 36,177
                                          ========     ========  ========
Earnings per share           
   Primary                                $   1.56     $   1.47  $   1.08
   Fully-diluted                          $   1.50     $   1.41  $   1.05
Weighted average number of shares
   Primary                                  34,492       33,909    33,626
                                          ========     ========  ========
   Fully-diluted                            36,891       36,651    35,664
                                          ========     ========  ========

                       See accompanying notes.

CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share amounts)
                                                                               

                                                         October 31       
                                                      1996      1995  

ASSETS
                                                        
  Cash and cash equivalents                        $ 22,891   $ 27,772
  Inventory                                         772,471    623,830
  Property, construction and office
   equipment, net                                    12,948     11,898
  Receivables, prepaid expenses and other
   assets                                            26,783     25,017
  Mortgage notes receivable                           2,833      3,940
                                                   --------   --------
                                                   $837,926   $692,457
                                                   ========   ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
  Loans payable                                    $132,109   $ 59,057
  Subordinated notes                                208,415    221,226
  Customer deposits on sales contracts               43,387     36,194
  Accounts payable                                   42,423     31,640
  Accrued expenses                                   58,211     46,771
  Collateralized mortgage obligations payable         2,816      3,912
  Income taxes payable                               35,888     36,998
                                                   --------   --------
    Total liabilities                               523,249    435,798
                                                   --------   --------
Shareholders' equity 
  Preferred stock, none issued
  Common stock, 33,918,606 and 33,638,026 shares
   issued at October 31, 1996 and 1995, respectively    339        336
  Additional paid-in capital                         43,018     38,747
  Retained earnings                                 271,320    217,576
                                                   --------   --------
    Total shareholders' equity                      314,677    256,659
                                                   --------   --------
                                                   $837,926   $692,457
                                                   ========   ========


                      See accompanying notes.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Amounts in thousands) 
                                                                              

                                                   Additional  
                                 Common   Stock    Paid-In    Retained
                                 Shares   Amount   Capital    Earnings    Total 
                                                         
Balance, November 1, 1993        33,319    $333    $35,206    $131,467  $167,006
  Net income                                                    36,177    36,177
  Exercise of stock options         101       1        954                   955
  Employee stock plan
   purchases                          3                 38                    38
                                -------  ------    -------    --------  --------
Balance, October 31, 1994        33,423     334     36,198     167,644   204,176
  Net income                                                    49,932    49,932
  Exercise of stock options         213       2      2,525                 2,527
  Employee stock plan              
   purchases                          2                 24                    24
                                -------  ------    -------    --------  --------
Balance, October 31, 1995        33,638     336     38,747     217,576   256,659
  Net income                                                    53,744    53,744
  Exercise of stock options         276       3      4,196                 4,199
  Employee stock plan                                    
   purchases                          5                 75                    75
                                -------  ------    -------    --------  --------
Balance, October 31, 1996        33,919  $  339    $43,018    $271,320  $314,677
                                =======  ======    =======    ========  ========

                      See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands)
                                                                    
                                                      Year Ended October 31   
                                                       1996    1995     1994 

                                                              
Cash flows from operating activities:
 Net income                                           53,744 $ 49,932  $ 36,177
 Adjustments to reconcile net income to net cash
   used in operating activities:
   Depreciation and amortization                       3,306    2,943     2,687
   Loss (gain) from repurchase of subordinated debt      540     (355)    (616)
   Deferred tax provision (benefit)                      877     (476)    (361)
   Net realizable value provisions                     1,000    3,800     4,300
   Changes in operating assets and liabilities:
      Increase in inventory                         (138,059)(118,720)(104,482) 
      Increase in receivables, prepaid
         expenses and other assets                    (2,783)  (3,345) (1,481)
      Increase in customer deposits on sales contracts 7,193    6,123   7,622
      Increase in accounts payable 
         and accrued expenses                         22,223    8,625  22,594
      (Decrease) increase in income taxes payable     (1,805)   4,957   4,046
                                                     -------- ------- --------
 Net cash used in operating activities               (53,764) (46,516)(29,514)
                                                     -------- ------- --------
Cash flows from investing activities:
  Sale (purchase) of marketable securities                      3,674  (1,691)
  Purchase of property and equipment, net             (3,596)  (2,452) (2,968)
  Principal repayments of mortgage
      notes receivable                                 1,107      684   5,308
                                                     -------  ------- -------
Net cash (used in) provided by investing activities  (2,489)    1,906     649

Cash flows from financing activities:                -------  ------- -------
    Proceeds from loans payable                      173,028  160,000  23,493
    Principal payments of loans payable             (111,738)(121,159)(35,900)
    Net proceeds from issuance of subordinated debt                    55,541
 Repurchase of subordinated debt                     (13,096)  (6,256) (3,290)
    Principal payments of collateralized mortgage
    obligations payable                               (1,096)    (780) (6,152)
  Proceeds from stock options exercised and
   employee stock plan purchases                       4,274    2,551     870
                                                     -------  -------  ------
 Net cash provided by financing activities            51,372   34,356  34,562
                                                     -------  -------  ------
Net (decrease) increase in cash and cash equivalents  (4,881)(10,254)   5,697
Cash and cash equivalents, beginning of year          27,772  38,026   32,329
                                                     ------- -------  -------
Cash and cash equivalents, end of year               $22,891 $27,772  $38,026
                                                     ======= =======  =======
Supplemental disclosures of cash flow information 
  Interest paid, net of amount capitalized           $ 8,612 $ 7,587  $ 6,762
                                                     ======= =======  =======
  Income taxes paid                                  $32,116 $24,547  $16,977
                                                     ======= =======  =======
Supplemental disclosures of noncash activities
  Residential inventories acquired through
    seller financing                                 $11,582 $ 2,563  $ 5,000
                                                     ======= =======  =======
  Income tax benefit relating to exercise of
    employee stock options                           $   861 $   478  $   124
                                                     ======= =======  =======

                         See accompanying notes.

Notes to Consolidated Financial Statements
                                                    
1. Significant accounting policies

Basis of presentation
The accompanying consolidated financial statements include the accounts of Toll
Brothers, Inc. (the "Company"), a Delaware corporation, and its majority-owned
subsidiaries.  All significant intercompany accounts and transactions have been
eliminated.

Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes. 
Actual results could differ from those estimates.

Income recognition
The Company is engaged in the development, construction and sale of residential
housing.  Revenues and cost of sales are recorded at the time each home sale is
closed and title and possession have been transferred to the buyer.  Closing
normally occurs shortly after construction is substantially completed.

Cash and cash equivalents
Liquid investments with original maturities of three months or less are
classified as cash equivalents.  The carrying value of these investments
approximates fair market value.

Property, construction and office equipment
Property, construction and office equipment are recorded at cost and are stated
net of accumulated depreciation of $16,159,000 and $14,079,000 at October 31,
1996 and 1995, respectively.  Depreciation is recorded by using the straight-
line method over the estimated useful lives of the assets.

Inventories
Inventories are stated at the lower of cost or estimated net realizable value. 
In addition to direct land acquisition, land development and housing 
construction costs, costs include interest, real estate taxes and direct 
overhead costs related to development and construction, which are capitalized
to inventories during the period beginning with the commencement of 
development and ending with the completion of construction.

Land, land development and related costs are amortized to cost of homes closed
based upon the total number of homes to be constructed in each community. 
Housing construction and related costs are charged to cost of homes closed under
the specific identification method.

The Company capitalizes project marketing costs and charges them against income
as homes are closed. 

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of 
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("FAS 121").  
The new rules establish standards for the recognition and measurement of 
impairment losses on long-lived assets.  The Company will adopt FAS 121 in the 
first quarter of fiscal 1997 and does not believe that it will have a 
material effect on its financial position or results of operations

Income taxes
Income taxes are provided using the liability method prescribed by Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".  This
Statement requires a liability approach for measuring deferred taxes based on
temporary differences between the financial statement and tax bases of assets
and liabilities existing at each balance sheet date using enacted tax rates 
for years in which taxes are expected to be paid or recovered.

Earnings per share

The computation of primary and fully-diluted earnings per share is based on the
weighted average number of shares of common stock and common stock equivalents
outstanding.  In addition, the computation of fully-diluted earnings per share
assumes the conversion of the Company's 4 3/4% Convertible Senior Subordinated
Notes due 2004 at $21.75 per share for the period that the notes were
outstanding, although the closing price of the Company's common stock on the New
York Stock Exchange on October 31, 1996 was $17.125 per share.

Acquisition

In August 1995, the Company acquired certain assets of Geoffrey H. Edmunds &
Associates, a privately owned luxury homebuilder located in Scottsdale, 
Arizona. The Company, through this acquisition, obtained ownership or control
of 773 lots in the Scottsdale area.  The acquisition took place in phases 
with the merger of the Edmunds organization completed in April 1996.  The 
acquisition price was not material to the financial position of the Company.

2.  Inventory

Inventory consists of the following(amounts in thousands):

                                                   October 31      
                                                 1996      1995
                                                   
          Land and land development costs     $204,527   $182,790
          Construction in progress             491,552    377,456
          Sample homes                          40,017     32,448
          Land deposits and costs of 
             future development                 16,243     13,555
          Loan assets acquired for 
             future development                  4,106      5,157
          Deferred marketing and
             financing costs                    16,026     12,424 
                                              --------   --------
                                              $772,471   $623,830 
                                              ========   ========

          Construction in progress includes the cost of homes under 
construction, land and land development costs and the carrying costs of lots
that have been substantially improved.

Loan assets acquired for future development represent loans secured by liens on
real property purchased from various banks.  If the Company acquires title to 
the property, the cost of the loan asset is reclassified to land and land 
development costs.

For the years ended October 31, 1996, 1995 and 1994, the Company provided for
inventory writedowns  to net realizable value and the expensing of costs which
it believed not to be recoverable of $4,611,000, $5,366,000 and $6,957,000,
respectively.  

Interest capitalized in inventories is charged to interest expense when the
related inventories are closed.  Interest incurred, capitalized and expensed for
the three years ended October 31, 1996 is as follows(amounts in thousands):
                                         1996          1995       1994 

                                                       
       Interest capitalized, 
          beginning of year            $43,142       $39,835    $38,270
       Interest incurred                27,695        25,780     21,701
       Interest expensed               (24,189)      (22,207)   (18,195)
       Write-off to cost  
          and expenses                    (457)         (266)    (1,941)
       Interest capitalized,           -------       -------    ------- 
          end of year                  $46,191       $43,142    $39,835
                                       =======       =======    =======

3.  Loans payable and subordinated notes

Loans payable consists of the following(amounts in thousands):
                                                      October 31,
                                                    1996      1995

                                                      
    Revolving credit facility borrowing           $50,000   $52,000
    Term loan due July 2001                        68,000
    Other                                          14,109     7,057     
                                                 --------   -------
                                                 $132,109   $59,057
                                                 ========   =======

The Company has a $250,000,000 unsecured revolving credit facility with fifteen
banks which extends through June 2000.  The facility reduces by 50% in June 1999
unless extended as provided for by the agreement.  Interest is payable on 
short-term borrowing at 1.10% above the Eurodollar rate or at other specified
variable rates as selected by the Company from time to time.  The Company 
fixed the interest rate on $50,000,000 of borrowing at 7.54% until June 2000.
As of October 31, 1996, letters of credit and obligations under escrow 
agreements of $26,127,000, were outstanding.  The agreement contains various 
covenants, including financial covenants related to consolidated 
shareholders' equity, indebtedness and inventory. The agreement requires that
the Company maintain a minimum consolidated shareholders' equity which 
restricts the payment of cash dividends and the repurchase of Company stock 
to approximately $73,678,000 as of October 31, 1996.
In July 1996, the Company borrowed $68,000,000 from eight banks for a period 
of five years at a fixed interest rate of 7.91%.  The agreement contains the 
same financial covenants as the Company's revolving credit facility.

The carrying value of the loans payable approximates the estimated fair market 
value

Subordinated notes consists of the following(amounts in thousands):

                                                            October 31,
                                                          1996       1995 

     >                                                      
10 1/2% Senior Subordinated Notes, due March 15,2002  $ 87,800    $ 94,500
9 1/2% Senior Subordinated Notes, due March 15,2003     69,960      73,960
4 3/4% Convertible Senior Subordinated Notes,
   due January 15, 2004                                 50,999      53,199
Bond discount                                             (344)       (433)
                                                      --------    --------
                                                      $208,415    $221,226
                                                      ========    ========

The 10 1/2% notes are subordinated to all senior indebtedness of the Company.
These notes are redeemable in whole or in part, at the option of the Company
on or after March 15, 1997 at various prices. The indenture restricts certain
payments by the Company including cash dividends and the repurchase of 
Company stock.
  
The 9 1/2% notes are subordinated to all senior indebtedness of the Company.  
The notes are redeemable in whole or in part, at the option of the Company on or
after March 15, 1998 at various prices. The indenture restricts certain 
payments by the Company including cash dividends and the repurchase of 
Company stock.

The 4 3/4% convertible notes are subordinated to all senior indebtedness of the
Company.  The notes are convertible into shares of common stock of the 
Company  at the option of the noteholders at any time prior to maturity at a 
conversion price of $21.75 per share.  The notes are redeemable, in whole or
in part, at the option of the Company on or after January 15, 1997 at various 
prices.  

In November 1996, the Company issued $100,000,000 of 8 3/4% senior 
subordinated notes due in 2006.  The notes, redeemable in whole or in part,
at the option of the Company on or after November 15, 2001 at various prices,
are subordinated to all senior indebtedness of the Company and have the same
restrictions as to the payment of dividends and the repurchase of Company 
stock as the 9 1/2% notes.

During fiscal 1996, 1995 and 1994, the Company repurchased $12,900,000, 
$6,801,000 and $4,040,000, respectively, of the various issues of notes in 
open market purchases. The gains and losses from the repurchases were 
immaterial and included in other income.

As of October 31, 1996, the aggregate fair market value of all the outstanding
subordinated notes, based upon their quoted market prices, was approximately
$214,574,000.  

The annual aggregate maturities of the Company's loans and notes during the 
next five fiscal years are: 1997 - $8,941,000; 1998 -$ 2,944,000; 1999 - 
$353,000; 2000 - $51,871,000 and 2001 - $68,000,000.  

4.  Shareholders' equity

The Company's authorized capital stock consists of 40,000,000 shares of 
Common Stock, $.01 par value per share, and 1,000,000 shares of Preferred 
Stock, $.01 par value per share.  The Company's Certificate of Incorporation,
as amended, authorizes the Board of Directors to increase the number of 
authorized shares of Common Stock to 60,000,000 shares and the number of 
shares of authorized Preferred Stock to 15,000,000 shares.

Stock option plans

The Company's three stock option plans for employees, officers and non-employee
directors  provide for the granting of incentive stock options and nonstatutory
options with a term of up to ten years at a price not less than the market
price of the stock at the date of grant.  The Company's Stock Option and 
Incentive Stock Plan (1995) provides for automatic increases each January 1 
in the number of shares available for grant by 2% of the number of shares 
outstanding (including treasury shares).  The 1995 Plan restricts the number
of options that may be granted in a calendar year to the lesser of the number
of shares available for grant or 2,500,000 shares.

The following summarizes stock option activity for the three plans during 
the three years ended October 31, 1996:

                                         Number             Option Price
                                       of Shares              Per Share  
                                                    
          Outstanding, 
            November 1, 1993         1,031,750            $ 3.25  - $15.13
          Granted                      729,200             15.81  -  19.00
          Exercised                   (106,425)             3.25  -  12.75
          Cancelled                    (41,400)            10.75  -  15.88
          Outstanding, 
            October 31, 1994         1,613,125            $ 3.25  - $19.00
          Granted                    1,022,200              9.94  -  11.00
          Exercised                   (212,775)             3.25  -  15.88
          Cancelled                    (80,350)             9.94  -  15.88
          Outstanding, 
            October 31, 1995         2,342,200            $ 3.25  - $19.00
          Granted                      843,450             17.31  -  20.25
          Exercised                   (276,000)             3.25  -  15.88
          Cancelled                    (37,825)             9.94  -  20.25
          Outstanding 
            October 31, 1996         2,871,825             $ 3.25 - $20.25
          Exercisable, 
            October 31, 1996         1,751,800             $ 3.25 - $19.00

          
Options available for grant at October 31, 1996, 1995 and 1994 under all the
plans were 2,899,000, 3,260,000, and 2,537,000, respectively.

Bonus Award Shares

Under the terms of the Company's Cash Bonus Plan covering the Chairman of the
Board and Chief Operating Officer (the "Executives"), each Executive is 
entitled to receive cash bonus awards based upon the pretax earnings and 
shareholders' equity of the Company.  In May 1996, the Board of Directors and 
the Executives agreed, subject to shareholder approval, that any bonus 
payable under the plan for each of the three fiscal years ended 
October 31, 1998 shall be made (except for specified conditions) in shares of
the Company's common stock using the value of the stock as of the date
of the agreement ($17.125 per share).  On October 31, 1996, the closing 
price of the Company's common stock on the New York Stock Exchange was 
$17.125.  The shares will be allocated from the Company's Stock Option and 
Incentive Stock Plan (1995).   The Executives will receive 66,975 shares each
for their 1996 bonus award if the shareholders approve the amendments to the
Cash Bonus Plan and the Stock Option and Incentive Stock Plan (1995).

Employee stock purchase plan

The Company's Employee Stock Purchase Plan enables substantially all employees
to purchase the Company's common stock for 95% of the market price of the 
stock on specified offering dates.   The plan, which terminates in 
December 2001, provides that 100,000 shares be reserved for purchase.  As of 
October 31, 1996, a total of 65,780 shares were available for issuance.

The following summarizes stock purchases under this plan during the three 
years ended October 31, 1996:  
                              Number of           Price
                               Shares             Range      

                                              
              1994        3,124             $10.81  -  $17.10
              1995        1,942               9.62  -   17.81
              1996        4,580              15.68  -   21.73

Redemption of Common Stock

In order to help provide for an orderly market in the Company's common 
stock in the event of the death of either Robert I. Toll or Bruce E. Toll 
(the "Tolls"), or both of them, the Company and the Tolls have entered into
agreements in which the Company has agreed to purchase from the estate of 
each of the Tolls $10,000,000 of the Company's common stock (or a lesser 
amount under certain circumstances) at a price equal to the greater of fair 
market value (as defined) or book value (as defined). 
Further, the Tolls have agreed to allow the Company to purchase $10,000,000 
of life insurance on each of their lives.  In addition, the Tolls granted the
Company an option to purchase up to an additional $30,000,000 (or a lesser 
amount under certain circumstances) of common stock from each of their 
estates.  The agreements expire in October 2005. 


5.  Income taxes

The provision for income taxes includes federal and state taxes.  
Substantially all of the difference between the effective tax rate 
(37.4%, 37.1% and 36.4% for 1996, 1995 and 1994, respectively) used in these
provisions and the statutory federal tax rate of 35% was due to state taxes,
net of federal tax benefit, and in 1994, the recalculation of the deferred 
tax balances due to an increase in the federal statutory rate, a decrease in 
the estimated state tax rate, and the effect of nontaxable income
generated from short-term investments.  

The provisions for income taxes for the three years ended October 31, 1996
were as follows (amounts in thousands):

                          1996         1995       1994    

                                       
       Federal          $29,013       $27,586   $19,020
       State              3,036         1,921     1,643
                        $32,049       $29,507   $20,663

       Current          $31,172       $29,983   $21,024
       Deferred             877          (476)     (361)
                        $32,049       $29,507   $20,663

The components of income taxes payable as of October 31, 1996 and 1995 
were (amounts in thousands):


                                   1996      1995    
                                      
         Current                  $21,999   $23,986
         Deferred                  13,889    13,012
                                  -------   -------
                                  $35,888   $36,998
                                  =======   =======

The components of net deferred taxes payable as of October 31, 1996 and 
1995 were (amounts in thousands):

                                         1996     1995   
                                           
    Deferred tax liabilities
      Capitalized interest             $16,203   $16,776
      Deferred expenses                  4,434     2,955
      Other                                314       225
                                       -------   -------
        Total                           20,951    19,956
                                       -------   -------

    Deferred tax assets
      Net realizable value 
        reserves                         3,640     3,699
      Inventory valuation 
        differences                      1,556     1,780
      Accrued expenses 
        deductible when paid               522       791 
      Other                              1,344       674
                                       -------   -------
       Total                             7,062     6,944
                                       -------   -------
    Net deferred tax liability         $13,889   $13,012        
                                       =======   =======
6.  Employee retirement plan

The Company maintains a salary deferral savings plan covering substantially all
employees.  The plan provides for Company contributions totaling 2% of all 
eligible compensation, plus 2% of eligible compensation above the social 
security wage base, plus matching contributions of up to 2% of eligible 
compensation of employees electing to contribute via salary deferrals.  
Company contributions with respect to the plan totaled $1,061,000, $851,000 
and $770,000, for the years ended October 31, 1996, 1995 and 1994, respectively.

7.  Commitments and contingencies

As of October 31, 1996, the Company had agreements to purchase land and 
improved home sites for future development with purchase prices aggregating 
approximately $193,733,000 of which $9,802,000 had been paid or deposited.  
Purchase of the properties is contingent upon satisfaction of certain 
requirements by the Company and the sellers.

As of October 31, 1996, the Company had agreements of sale outstanding to 
deliver 1,367 homes with an aggregate sales value of approximately 
$526,194,000.  As of that date, the Company has arranged through a number of 
outside mortgage lenders to provide approximately $174,000,000 of mortgages 
related to those sales agreements.

In August 1996, the Company entered into an agreement with two banks to borrow
$50,000,000 in March 1997, at a fixed interest rate of 7.82% for a period of 
five years.  The agreement contains covenants similar to the Company's 
revolving credit facility.

The Company is involved in various claims and litigation arising in the ordinary
course of business.  The Company believes that the disposition of these 
matters will not have a material effect on the business or on the financial 
condition of the Company.


Summary Consolidated Quarterly Financial Data (Unaudited)
    (Amounts in thousands, except per share data)




                                          Three Months Ended                   
                                  Oct. 31     July 31      April 30   Jan. 31  
FISCAL 1996:
                                                         
Revenues                         $260,351    $212,778      $145,508  $142,070
Income before income taxes       $ 35,216    $ 24,609      $ 12,753  $ 13,215
Net income                       $ 22,085    $ 15,413      $  7,978  $  8,268
Earnings per share
  Primary                        $    .64    $    .45      $    .23  $    .24
  Fully-diluted                  $    .61    $    .43      $    .23  $    .23
Weighted average number of 
 shares outstanding 
  Primary                          34,479      34,435        34,506    34,547
  Fully-diluted                    36,833      36,780        36,929    37,023

FISCAL 1995:                       
Revenues                         $199,606     $186,928     $137,488  $122,317
Income before income taxes       $ 27,151     $ 24,360     $ 15,081  $ 12,847
Net income                       $ 16,986     $ 15,242     $  9,445  $  8,259
Earnings per share
  Primary                        $    .49     $    .45     $    .28  $    .25
  Fully-diluted                  $    .47     $    .43     $    .27  $    .24
Weighted average number of 
 shares outstanding
  Primary                          34,326       34,074       33,707    33,527
  Fully-diluted                    36,774       36,605       36,153    36,009


                 TOLL BROTHERS, INC. AND SUBSIDIARIES
           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                        (Amounts in thousands)



                                                 Additions         
                        Balance at  Charged to  Charged to             Balance
                        Beginning   Costs and   Other                  at End
Description             of Period   Expenses    Accounts   Deductions  of Period
                                                                  (A)

Net realizable value
reserves for inventory
of land and land
development costs:


                                                             
Year ended
  October 31, 1994:
    Delaware                        $1,000                              $1,000
    Massachusetts       $2,759         300                  $1,393       1,666
    New Jersey           3,056       3,000                     367       5,689
    Pennsylvania         1,247                               1,247          
    Total               $7,062      $4,300                  $3,007      $8,355

Year ended
  October 31, 1995:
    Delaware            $1,000                              $  320     $   680
    Massachusetts        1,666      $1,000                     270       2,396
    New Jersey           5,689       2,800                   1,131       7,358
    Total               $8,355      $3,800                  $1,721     $10,434

Year ended
  October 31, 1996:
    Delaware           $   680                              $  183      $  497
    Massachusetts        2,396                               1,698         698
    New Jersey           7,358      $1,000                     150       8,208
    Total              $10,434      $1,000                  $2,031      $9,403

    (A) Represents amount of reserves utilized, which is recorded at the time
        that affected homes are closed.