Exhibit 3.77


                            ARTICLES OF INCORPORATION

                                       OF

                                  TOLL YL, INC.



         ONE: The name of this corporation is TOLL YL, INC.

         TWO: The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
the California Corporations Code, this corporation's business shall be
restricted solely to acting as the general partner of Shell-Toll YL, L.P., a
California limited partnership and this corporation shall have no other
authorized business. Any amendment of these Articles to permit the corporation
to engage in other business shall require the affirmative vote and written
consent of all holders of the outstanding Class A Voting Common Shares and the
affirmative vote and written consent of all holders of the outstanding Class B
Non-Voting Common Shares.

         THREE: The name and address in this state of the corporation's initial
agent for service of process is James W. Boyd, Toll Brothers, Inc., 2100
Orangewood Avenue, Ste. 180, Orange, CA 92668.

         FOUR: This corporation is authorized to issue only two (2) classes of
shares, which shall be designated, respectively, "Class A Voting Common" and
"Class B Non-Voting Common." The number of shares authorized as Class A Voting
Shares is One Thousand (1,000) and the number of shares authorized as Class B
Non-Voting Shares is One Thousand (1,000).

         FIVE: Pursuant to Section 204(a)(9) of the California Corporation Code,
the affirmative vote and written consent of all holders of the outstanding Class
A Voting Common Shares and the affirmative vote and written consent of all
holders of the outstanding Class B Non-Voting Common Shares shall be required in
order for the corporation to file a voluntary petition in bankruptcy under
either federal or state law for itself or for Shell-Toll YL, L.P.

         SIX: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.






         SEVEN: The corporation is authorized to provide indemnification of
agents (as defined in section 317 of the Corporation Code, or any successor
statute thereto) for breach of duty to the corporation and its stockholders
through bylaw provisions, through agreements with the agents, by vote of
shareholders or disinterested directors, or otherwise, in excess of the
indemnification expressly permitted by section 317 of the Corporation Code, or
any successor statute thereto, subject to the limits on such excess
indemnification set forth in section 204 of the Corporations Code, or any
successor statute thereto.

         IN WITNESS WHEREOF, the undersigned has executed these articles this
24th day of April, 1997.



                                            Warren S. Inouye
                                            -----------------------------------
                                            Warren S. Inouye, Sole Incorporator


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