EXHIBIT A
                         AMENDMENT TO THE
                       TOLL BROTHERS, INC.
                         CASH BONUS PLAN


    WHEREAS, the "outside directors" who have been
designated to act as the administrative committee (the
"Committee") for the Toll Brothers, Inc. Cash Bonus Plan (the
"Plan") amended the Plan on May 29, 1996, in order to permit
bonuses to be paid in shares of common stock of the Company as
well as in cash; and

    WHEREAS, the Committee now desires to clarify and
further amend the Plan in order to permit the Committee, in
certain situations, to terminate the provisions of the Plan as
amended that permit the payment of bonuses in the form of shares
of common stock of the Company; and

    WHEREAS, the amendment in the Plan desired by the
Committee will potentially permit a change in the bonus otherwise
payable under the Plan that may benefit the Company through
payment of a reduced bonus under certain situations and cannot in
any situation result in a payment of a bonus having a greater
value than is otherwise payable under the Plan; and

    WHEREAS, for purposes of simplicity of administration
the Committee desires to restate in its entirety the terms of the
May 29, 1996 amendment to the Plan, as modified by this
amendment, and to eliminate thereby the need to refer to both to
this amendment and the amendment made on May 29, 1996; and

    WHEREAS, the Committee is generally authorized under
Section 8(b) of the Plan to amend the Plan from time to time in
such manner as it may deem advisable, subject to disclosure to
and approval by the shareholders of the Company of such
amendment; and

    WHEREAS, the Committee desires to amend the Plan,
subject to shareholder approval, while otherwise continuing the
Plan without amendment in the event shareholder approval of this
amendment is not obtained.

    NOW, THEREFORE, the Plan is hereby amended, effective
as of the May 29, 1996, subject to shareholder approval, as
follows:

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

         "5.  Bonus Entitlement

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

         (b)  Notwithstanding anything contained herein to
    the contrary, all bonus payments made under the Plan
    with respect to the Plan Years ending October 31, 1996,
    October 31, 1997 and October 31, 1998 shall be paid in
    the form of shares of the Company's Common Stock, par
    value $0.01 per share (the "Shares"), which payments
    shall be in the form of an award under the terms of the
    Toll Brothers, Inc. Stock Option and Incentive Stock
    Plan (1995) (the "1995 Plan").  The number of Shares
    awarded pursuant to this Section 5(b) shall be
    determined by dividing the dollar amount of each bonus
    (as determined in accordance with Section 6 of the
    Plan) by the fair market value of a Share determined as
    of May 29, 1996 in accordance with the provisions for
    determination of fair market value as set forth in the
    1995 Plan.

         (c) Notwithstanding the provisions of Sections
    5(a) and 5(b) set forth above, the bonus payment that
    would otherwise be payable under the Plan with respect
    to the fiscal year ending October 31, 1996 shall not be
    payable until after the first shareholders' meeting
    that occurs after January 1, 1997.  In addition, the
    Committee shall have the discretion at any time to
    terminate the application of Section 5(b), effective no
    sooner than six months following the Committee's
    determination to act under this Section 5(c).  In the
    event the Committee terminates the application of
    Section 5(b), all bonuses payable on or after the
    effective date of such action shall be payable in cash
    only.

         (d) Notwithstanding anything to the contrary
    contained in this Section 5, the Participants may, if
    they believe that a payment of their bonus in Shares
    would, as a result of a change in Federal tax laws, or
    in regulations promulgated thereunder by the IRS, have
    a material adverse impact on the Participants, request
    the Committee to either suspend or terminate the
    application of Section 5(b).  Upon receipt of such
    request from both Participants, the Committee may, at
    its sole discretion, and provided that its action
    pursuant to this Section 5(d) will not cause any
    increase in the amount or value of the bonus that would
    otherwise be payable under the Plan, suspend the
    application of Section 5(b), and all bonuses payable
    under the Plan shall be payable in cash only in
    accordance with Section 6 until such time as the
    Committee determines to reinstate Section 5(b)."

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