As filed with the Securities and Exchange Commission, via EDGAR, on
July 8, 2003. Registration Nos. 333-103931, 333-103931-01,
333-103931-02, 333-103931-03 and 333-103931-04.

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------------------

Amendment No. 3

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------

TOLL BROTHERS FINANCE CORP.
TOLL BROTHERS, INC.
-----------------------------------------------------------
(Exact name of each registrant as specified in its charter)

Toll Brothers Finance Corp.- Delaware 1531 Toll Brothers Finance Corp.- 23-3097271
Toll Brothers, Inc.- Delaware 1531 Toll Brothers, Inc.- 23-2416878
- ------------------------------------- --------- ---------------------------------------
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Identification Number)
of incorporation Classification Code Number of
of each registrant) each registrant and each
additional registrant)

3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(215) 938-8000
-------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS
---------------------------------------

Joel H. Rassman
Executive Vice President
Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(215) 938-8000
------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service for each registrant and the additional registrants)

------------------

Copies to:
Mark K. Kessler, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street, 22nd Floor
Philadelphia, Pennsylvania 19103-2097
(215) 977-2000

------------------

Approximate date of commencement of proposed sale to the public: As
soon as practicable after effective date of this registration statement.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

The registrants hereby amend this registration statement on such date
or dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

------------------

TABLE OF ADDITIONAL REGISTRANTS(1)

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------

Toll Holdings, Inc. Delaware 23-2569047
Amwell Chase, Inc. Delaware 23-2551304
BBCC Investments, Inc. Pennsylvania 23-3051375
Brentwood Investments I, Inc Tennessee 04-3602308
Bunker Hill Estates, Inc. Delaware 23-2535037
Chesterbrooke, Inc. Delaware 23-2485513
Connecticut Land Corp. Delaware 23-2533514
Daylesford Development Corp. Delaware 23-2511943
Eastern States Engineering, Inc. Delaware 23-2432981
Edmunds-Toll Construction Company Arizona 23-2832024
Fairway Valley, Inc. Delaware 23-2432976
First Brandywine Finance Corp. Delaware 23-2737486
First Brandywine Investment Corp. II Delaware 23-2731790
First Brandywine Investment Corp. III Delaware 23-2820213
First Huntingdon Finance Corp. Delaware 23-2485787
Franklin Farms G.P., Inc. Delaware 23-2486303
Frenchman's Reserve Country Club, Inc. Florida 56-2290261
HQZ Acquisitions, Inc. Michigan 38-3149633
MA Limited Land Corporation Delaware 23-2523560
Maple Point, Inc. Delaware 23-2551803
Maryland Limited Land Corporation Delaware 23-2499816
Mizner County Club, Inc. Florida 23-2970622
Polekoff Farm, Inc. Pennsylvania 23-2417142
Silverman Development Company, Inc. Michigan 38-3180742
SH Homes Corporation Michigan 38-3392296
SI Investment Corporation Michigan 38-3298884
Springfield Chase, Inc. Delaware 23-2538985
Stewarts Crossing, Inc. Delaware 23-2547222
Tampa Realty Associates, Inc. Florida 23-3026885
TB Proprietary Corp. Delaware 23-2485790
TB Proprietary LP, Inc. Delaware 23-3066217
Tenby Hunt, Inc. Delaware 23-2682947
The Silverman Building Companies, Inc. Michigan 38-3075345

- ----------------------
(1) The address, including zip code, and telephone number, including area code,
for each of the additional registrants is 3103 Philmont Avenue, Huntingdon
Valley, Pennsylvania 19006, (215) 938-8000.

Toll AZ GP Corp. Delaware 23-2815680
Toll Bros., Inc. Pennsylvania 23-2417123
Toll Bros., Inc. Delaware 23-2600117
Toll Bros., Inc. Texas 23-2896374
Toll Bros. of Arizona, Inc. Arizona 23-2906398
Toll Bros. of North Carolina, Inc. North Carolina 23-2777389
Toll Bros. of North Carolina II, Inc. North Carolina 23-2990315
Toll Bros. of North Carolina III, Inc. North Carolina 23-2993276
Toll Bros. of Tennessee, Inc. Delaware 51-0385724
Toll Brothers Real Estate, Inc. Pennsylvania 23-2417116
Toll CA GP Corp. California 23-2748091
Toll CO GP Corp. Colorado 23-2978190
Toll Corp. Delaware 23-2485860
Toll Finance Corp. Delaware 23-2978196
Toll FL GP Corp. Florida 23-2796288
Toll IL GP Corp. Illinois 23-2967049
Toll Land Corp. No. 6 Pennsylvania 23-2417134
Toll Land Corp. No. 10 Delaware 23-2551776
Toll Land Corp. No. 20 Delaware 23-2551793
Toll Land Corp. No. 43 Delaware 23-2737488
Toll Land Corp. No. 45 Delaware 23-2737050
Toll Land Corp. No. 46 Delaware 23-2731483
Toll Land Corp. No. 47 Delaware 23-2737359
Toll Land Corp. No. 48 Delaware 23-2860557
Toll Land Corp. No. 49 Delaware 23-2860562
Toll Land Corp. No. 50 Delaware 23-2860513
Toll Land Corp. No. 51 Delaware 23-2959185
Toll Land Corp. No. 52 Delaware 23-2966099
Toll Land Corp. No. 53 Delaware 23-2978200
Toll Land Corp. No. 55 Delaware 23-2978124
Toll Land Corp. No. 56 Delaware 23-2978119
Toll Land Corp. No. 58 Delaware 23-3097273
Toll Land Corp. No. 59 Delaware 23-3097278
Toll Land Corp. No. 60 Delaware 23-3097277
Toll Management AZ Corp. Delaware 51-0385727
Toll Management VA Corp. Delaware 51-0385725
Toll MI GP Corp. Michigan 23-2917543
Toll NH GP Corp. New Hampshire 23-3048998
Toll NJX-I Corp. Delaware 51-0413821

Toll NJX-II Corp. Delaware 51-0413826
Toll NV GP Corp. Nevada 23-2928710
Toll NC GP Corp. North Carolina 23-2760759
Toll OH GP Corp. Ohio 23-2878722
Toll PA GP Corp. Pennsylvania 23-2687561
Toll PA II GP Corp. Pennsylvania 03-0395069
Toll Peppertree, Inc. New York 23-2709097
Toll Philmont Corporation Delaware 23-2526635
Toll Realty Holdings Corp. I Delaware 23-2954512
Toll Realty Holdings Corp. II Delaware 23-2954511
Toll Realty Holdings Corp. III Delaware 23-2954510
Toll RI GP Corp. Rhode Island 23-3020194
Toll SC GP Corp. South Carolina 23-3094328
Toll TN GP Corp. Tennessee 23-2886926
Toll TX GP Corp. Delaware 23-2796291
Toll VA GP Corp. Delaware 23-2551790
Toll VA Member Two, Inc. Delaware 51-0385726
Toll Wood Corporation Delaware 23-2533529
Toll YL, Inc. California 23-2898272
Valley Forge Conservation Holding GP Corp. Pennsylvania 73-1636768
Warren Chase, Inc. Delaware 23-2518740
Windsor Development Corp. Pennsylvania 23-2432983
Afton Chase, L.P. Pennsylvania 23-2760770
Audubon Ridge, L.P. Pennsylvania 23-2668976
BBCC Golf, L.P. Pennsylvania 23-2680898
BBCC Investments, L.P. Pennsylvania 23-3051360
Beaumont Chase, L.P. Pennsylvania 23-2910269
Belmont Land, L.P. Virginia 23-2810333
Bennington Hunt, L.P. New Jersey 23-2690596
Bernards Chase, L.P. New Jersey 23-2796287
Binks Estates Limited Partnership Florida 23-2796300
The Bird Estate Limited Partnership Massachusetts 23-2883360
Blue Bell Country Club, L.P. Pennsylvania 23-2668975
Branchburg Ridge, L.P. New Jersey 23-2918996
Brandywine River Estates, L.P. Pennsylvania 23-2838421
Brass Castle Estates, L.P. New Jersey 23-2921715
Brentwood Investments, L.P. Tennessee 01-0616044
Bridle Estates, L.P. Pennsylvania 23-2855510
Broad Run Associates, L.P. Pennsylvania 23-2979479

iii

Buckingham Woods, L.P. Pennsylvania 23-2689274
Bucks County Country Club, L.P. Pennsylvania 23-2878689
CC Estates Limited Partnership Massachusetts 23-2748927
Calabasas View, L.P. California 23-2785219
Charlestown Hills, L.P. New Jersey 23-2855658
Cheltenham Estates Limited Partnership Michigan 23-2968590
Chesterbrooke Limited Partnership New Jersey 23-2485378
Chesterfield Hunt, L.P. New Jersey 23-2855657
Cobblestones at Thornbury, L.P. Pennsylvania 23-2774674
Cold Spring Hunt, L.P. Pennsylvania 23-2702468
Coleman-Toll Limited Partnership Nevada 23-2928708
Concord Chase, L.P. Pennsylvania 23-2897949
Cortlandt Chase, L.P. New York 23-2928875
Delray Limited Partnership Florida 23-2929049
Dolington Estates, L.P. Pennsylvania 23-2760781
Dominion Country Club, L.P. Virginia 23-2984309
Eagle Farm Limited Partnership Massachusetts 23-2760777
Edmunds-Toll Limited Partnership Arizona 23-2815685
Eldorado Country Estates, L.P. Texas 23-2796296
Estates at Autumnwood, L.P. Delaware 23-2709134
The Estates at Brooke Manor Limited Partnership Maryland 23-2740412
Estates at Coronado Pointe, L.P. California 23-2796299
The Estates at Potomac Glen Limited Partnership Maryland 23-2785225
Estates at Princeton Junction, L.P. New Jersey 23-2760779
Estates at Rivers Edge, L.P. New Jersey 23-2748080
Estates at San Juan Capistrano, L.P. California 23-2796301
The Estates at Summit Chase, L.P. California 23-2748089
Fairfax Investment, L.P. Virginia 23-2982190
Fairfax Station Hunt, L.P. Virginia 23-2680894
Fair Lakes Chase, L.P. Virginia 23-2955092
Fairway Mews Limited Partnership New Jersey 23-2621939
Farmwell Hunt, L.P. Virginia 23-2822996
First Brandywine Partners, L.P. Delaware 51-0385730
Franklin Oaks Limited Partnership Massachusetts 23-2838925
Freehold Chase, L.P. New Jersey 23-2743988
Great Falls Hunt, L.P. Virginia 23-2719371
Great Falls Woods, L.P. Virginia 23-2963544
Greens at Waynesborough, L.P. Pennsylvania 23-2740013

Greenwich Chase, L.P. New Jersey 23-2709793
Greenwich Station, L.P. New Jersey 23-2816336
Hockessin Chase, L.P. Delaware 23-2944970
Holland Ridge, L.P. New Jersey 23-2785227
Holliston Hunt Limited Partnership Massachusetts 23-2922701
Hopewell Hunt, L.P. New Jersey 23-2838289
Huckins Farm Limited Partnership Massachusetts 23-2740411
Hunter Mill, L.P. Virginia 23-2711430
Hunterdon Chase, L.P. New Jersey 23-2774673
Hunterdon Ridge, L.P. New Jersey 23-2944965
Huntington Estates Limited Partnership Connecticut 23-2855662
Hurley Ridge Limited Partnership Maryland 23-2954935
Independence Hill, L.P. New Jersey 23-2872609
Kensington Woods Limited Partnership Massachusetts 23-2701194
Knolls of Birmingham, L.P. Pennsylvania 23-2855656
Lakeridge, L.P. Pennsylvania 23-2740012
Lakeway Hills Properties, L.P. Texas 23-2838579
Laurel Creek, L.P. New Jersey 23-2796297
Loudoun Valley Associates, L.P. Virginia 23-3025878
Mallard Lakes, L.P. Texas 23-2796298
Manalapan Hunt, L.P. New Jersey 23-2806323
Maple Creek Limited Partnership Michigan 38-3453419
Marshallton Chase, L.P. Pennsylvania 23-2855525
Mill Road Estates, L.P. Pennsylvania 23-2774670
Montgomery Chase, L.P. New Jersey 23-2745356
Montgomery Oaks, L.P. New Jersey 23-2796292
Moorestown Hunt, L.P. New Jersey 23-2810335
Mount Kisco Chase, L.P. New York 23-2796641
NC Country Club Estates Limited Partnership North Carolina 23-2917299
Newport Ridge Limited Partnership Michigan 38-3413877
Newtown Chase Limited Partnership Connecticut 23-2818660
Northampton Crest, L.P. Pennsylvania 23-2944980
Northampton Preserve, L.P. Pennsylvania 23-2901212
Patriots, L.P. New Jersey 23-2941041
The Preserve Limited Partnership North Carolina 23-2785224
The Preserve at Annapolis Limited Partnership Maryland 23-2838510
The Preserve at Boca Raton Limited Partnership Florida 23-2810339
Preston Village Limited Partnership North Carolina 23-2806570
Princeton Hunt, L.P. New Jersey 23-2747998

Providence Limited Partnership North Carolina 23-2810338
Providence Hunt, L.P. Pennsylvania 23-2680892
Providence Plantation Limited Partnership North Carolina 23-2855661
Regency at Dominion Valley, L.P. Virginia 45-0497498
River Crossing, L.P. Pennsylvania 23-2855516
Rolling Greens, L.P. New Jersey 23-2855583
Rose Hollow Crossing Associates Pennsylvania 23-2253629
Rose Tree Manor, L.P. Pennsylvania 23-2699972
Seaside Estates Limited Partnership Florida 23-2870057
Shrewsbury Hunt Limited Partnership Massachusetts 23-2912930
Silverman-Toll Limited Partnership Michigan 23-2986323
Somers Chase, L.P. New York 23-2855511
Somerset Development Limited Partnership North Carolina 23-2785223
South Riding, L.P. Virginia 23-2994369
South Riding Partners, L.P. Virginia 23-2861890
Southlake Woods, L.P. Texas 23-2869081
Southport Landing Limited Partnership Connecticut 23-2784609
Springton Pointe, L.P. Pennsylvania 23-2810340
Stone Mill Estates, L.P. Pennsylvania 23-3013974
Stoney Ford Estates, L.P. Pennsylvania 23-2882087
Swedesford Chase, L.P. Pennsylvania 23-2939504
TBI/Heron Bay Limited Partnership Florida 23-2928874
TBI/Naples Limited Partnership Florida 23-2883354
TBI/Palm Beach Limited Partnership Florida 23-2891601
TB Proprietary, L.P. Delaware 23-3070158
Tenby Hunt, L.P. Delaware 23-2682946
Thornbury Knoll, L.P. Pennsylvania 23-2668410
Timber Ridge Investment Limited Partnership Michigan 38-3413876
Toll at Brier Creek Limited Partnership North Carolina 23-2954264
Toll at Daventry Park, L.P. Ohio 23-2897947
Toll at Payne Ranch, L.P. California 23-2833118
Toll at Potomac Woods, L.P. Virginia 23-2660429
Toll at Princeton Walk, L.P. New Jersey 23-2879954
Toll at Westlake, L.P. New Jersey 23-2963549
Toll at Whippoorwill, L.P. New York 23-2888554
Toll Bros. of Tennessee, L.P. Tennessee 51-0386723
Toll Brothers Maryland II Limited Partnership Maryland 23-3027594
Toll CA, L.P. California 23-2963547
Toll CA II, L.P. California 23-2838417

Toll CA III, L.P. California 23-3031827
Toll CA IV, L.P. California 23-3029688
Toll CA V, L.P. California 23-3091624
Toll CA VI, L.P. California 23-3091657
Toll CO, L.P. Colorado 23-2978294
Toll CT Limited Partnership Connecticut 23-2963551
Toll CT II Limited Partnership Connecticut 23-3041974
Toll CT Westport Limited Partnership Connecticut 23-3048964
Toll-Dublin, L.P. California 23-3070669
Toll Estero Limited Partnership Florida 72-1539292
Toll FL Limited Partnership Florida 23-3007073
Toll Ft. Myers Limited Partnership Florida 82-0559443
Toll IL, L.P. Illinois 23-2963552
Toll IL II, L.P. Illinois 23-3041962
Toll IL III, L.P. Illinois 03-0382404
Toll IL HWCC, L.P. Illinois 75-2985312
Toll Land Limited Partnership Connecticut 23-2709099
Toll Land IV Limited Partnership New Jersey 23-2737490
Toll Land V Limited Partnership New York 23-2796637
Toll Land VI Limited Partnership New York 23-2796640
Toll Land VII Limited Partnership New York 23-2775308
Toll Land VIII Limited Partnership New York 23-2788695
Toll Land IX Limited Partnership Virginia 23-2939502
Toll Land X Limited Partnership Virginia 23-2774670
Toll Land XI Limited Partnership New Jersey 23-2796302
Toll Land XII Limited Partnership New York 23-2796303
Toll Land XIII Limited Partnership New York 23-2796304
Toll Land XIV Limited Partnership New York 23-2796295
Toll Land XV Limited Partnership Virginia 23-2810342
Toll Land XVI Limited Partnership New Jersey 23-2810344
Toll Land XVII Limited Partnership Connecticut 23-2815064
Toll Land XVIII Limited Partnership Connecticut 23-2833240
Toll Land XIX Limited Partnership California 23-2833171
Toll Land XX Limited Partnership California 23-2838991
Toll Land XXI Limited Partnership Virginia 23-2865738
Toll Land XXII Limited Partnership California 23-2879949
Toll Land XXIII Limited Partnership California 23-2879946
Toll Land XXV Limited Partnership New Jersey 23-2867694
Toll Land XXVI Limited Partnership Ohio 23-2880687

vii

Toll Land XXVII Limited Partnership Delaware 23-2991749
Toll MD Limited Partnership Maryland 23-2963546
Toll MD II Limited Partnership Maryland 23-2978195
Toll MD III Limited Partnership Maryland 23-3044366
Toll MD IV Limited Partnership Maryland 71-0890813
Toll MI Limited Partnership Michigan 23-2999200
Toll MI II Limited Partnership Michigan 23-3015611
Toll MI III Limited Partnership Michigan 23-3097778
Toll Naples Limited Partnership Florida 73-1657686
Toll Naval Associates Pennsylvania 23-2454576
Toll NH Limited Partnership New Hampshire 23-3048999
Toll NJ, L.P. New Jersey 23-2963550
Toll NJ II, L.P. New Jersey 23-2991953
Toll NJ III, L.P. New Jersey 23-2993263
Toll NJ IV, L.P. New Jersey 23-3038827
Toll NJ V, L.P. New Jersey 23-3091620
Toll NJ VI, L.P. New Jersey 23-3098583
Toll Northville Limited Partnership Michigan 23-2918130
Toll Northville Golf Limited Partnership Michigan 23-2918224
Toll NV Limited Partnership Nevada 23-3010602
Toll PA, L.P. Pennsylvania 23-2879956
Toll PA II, L.P. Pennsylvania 23-3063349
Toll PA III, L.P. Pennsylvania 23-3097666
Toll PA IV, L.P. Pennsylvania 23-3097672
Toll PA V, L.P. Pennsylvania 03-0395087
Toll PA VI, L.P. Pennsylvania 47-0858909
Toll PA VII, L.P. Pennsylvania 68-0533037
Toll Peppertree, L.P. New York 23-2707709
Toll Reston Associates, L.P. Delaware 23-3016263
Toll RI, L.P. Rhode Island 23-3020191
Toll RI II, L.P. Rhode Island 27-0043852
Toll SC, L.P. South Carolina 23-3094632
Toll SC II, L.P. South Carolina 82-0574725
Toll TX, L.P. Texas 23-2984310
Toll TX II, L.P. Texas 23-3090949
Toll VA, L.P. Virginia 23-2952674
Toll VA II, L.P. Virginia 23-3001131
Toll VA IV, L.P. Virginia 75-2972033
Toll VA V, L.P. Virginia 47-0887401

viii

Toll Venice Limited Partnership Florida 71-0902794
Toll YL, L.P. California 23-3016250
Toll YL II, L.P. California 80-0014182
Trumbull Hunt Limited Partnership Connecticut 23-2855529
Uwchlan Woods, L.P. Pennsylvania 23-2838958
Valley Forge Conservation Holding, L.P. Pennsylvania 42-1537902
Valley Forge Woods, L.P. Pennsylvania 23-2699971
Valley View Estates Limited Partnership Massachusetts 23-2760768
Village Partners, L.P. Pennsylvania 81-0594073
Waldon Preserve Limited Partnership Michigan 38-3312737
Warwick Greene, L.P. Pennsylvania 23-2968960
Warwick Woods, L.P. Pennsylvania 23-2838950
Washington Greene Development, L.P. New Jersey 23-2815640
West Amwell Limited Partnership New Jersey 23-2570825
Whiteland Woods, L.P. Pennsylvania 23-2833125
Wichita Chase, L.P. Texas 23-2855660
Willowdale Crossing, L.P. Pennsylvania 23-2879951
Wilson Concord, L.P. Tennessee 23-2887824
Woodbury Estates, L.P. New Jersey 23-2855523
The Woods at Highland Lakes, L.P. Ohio 23-2948699
The Woods at Long Valley, L.P. New Jersey 23-2889640
The Woods at Muddy Branch Limited Partnership Maryland 23-2810336
Wrightstown Hunt, L.P. Pennsylvania 23-2838487
Yardley Estates, L.P. Pennsylvania 23-2691658
Belmont Country Club I LLC Virginia 23-2810333**
Belmont Country Club II LLC Virginia 23-2810333**
Big Branch Overlook L.L.C. Maryland 23-2978195**
Brier Creek Country Club I LLC North Carolina 23-2954264**
Brier Creek Country Club II LLC North Carolina 23-2954264**
C.B.A.Z. Construction Company LLC Arizona 51-0385729**
C.B.A.Z, Holding Company LLC Delaware 51-0385729
Creeks Farm L.L.C. Maryland 23-2978195**
Dominion Valley Country Club I LLC Virginia 23-2984309**
Dominion Valley Country Club II LLC Virginia 23-2984309**
ELB Investments I LLC Illinois 23-2963552**
ELB Investments II LLC Illinois 23-2963552**
FC Investments I LLC Massachusetts 23-2838925**
FC Investments II LLC Massachusetts 23-2838925**
Feys Property LLC Maryland 23-2978195**

** Uses Employment Identification Number used by its sole member.

First Brandywine LLC I Delaware 23-2485787**
First Brandywine LLC II Delaware 23-2485787**
Frenchman's Reserve Realty, LLC Florida 23-2417123**
Golf I Country Club Estates at Moorpark LLC California 23-2963547**
Golf II Country Club Estates at Moorpark LLC California 23-2963547**
High Point at Hopewell, LLC New Jersey 23-3098583**
Hunts Bluff LLC Maryland 23-2978195**
Long Meadows TBI, LLC Maryland 23-3044366**
Martin County Improvement Association LLC Florida 23-2417123**
Mizner Realty, L.L.C. Florida 23-2417123**
Mountain View Country Club I LLC California 23-3091624**
Mountain View Country Club II LLC California 23-3091624**
Naples Lakes Country Club, L.L.C. Florida 23-2883354**
Naples TBI Realty, LLC Florida 23-2417123**
Northville Hills Golf Club LLC Michigan 23-2918224**
Nosan & Silverman Homes LLC Michigan 38-3208312
Palm Cove Golf & Yacht Club I LLC Florida 23-3007073**
Palm Cove Golf & Yacht Club II LLC Florida 23-3007073**
Palm Cove Marina I LLC Florida 23-3007073**
Palm Cove Marina II LLC Florida 23-3007073**
Regency at Denville LLC New Jersey 23-2810344**
Regency at Dominion Valley LLC Virginia 23-2984309**
The Regency Golf Club I LLC Virginia 23-2984309**
The Regency Golf Club II LLC Virginia 23-2984309**
RiverCrest Sewer Company, LLC Pennsylvania 23-3097672**
Sapling Ridge, LLC Maryland 23-2978195**
South Riding Realty LLC Virginia 23-2861890**
SR Amberlea LLC Virginia 23-2861890**
Toll Brothers Realty Michigan II LLC Michigan 23-2417123**
Toll Cedar Hunt LLC Virginia 23-2994369**
Toll DE X, LLC Delaware 23-3098760
Toll-Dublin, LLC California 23-3070669**
Toll Equipment, L.L.C. Delaware 23-2417123**
Toll NJ I, L.L.C. New Jersey 23-3091620**
Toll NJ II, L.L.C. New Jersey 23-3091620**
Toll Realty L.L.C. Florida 23-2417123**
Toll Reston Associates, L.L.C. Delaware 23-2551790**
Toll VA L.L.C Delaware 51-0385728**
Toll VA III L.L.C. Virginia 23-2417123**
Virginia Construction Co. I, LLC Virginia 23-2417123**
Virginia Construction Co. II, LLC Virginia 23-2417123**

** Uses Employment Identification Number used by its sole member.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED JULY 8, 2003

PROSPECTUS

[graphic omitted]

OFFER TO EXCHANGE

$300,000,000

Toll Brothers Finance Corp.
6.875% Senior Notes due 2012
Guaranteed on a Senior Basis by
Toll Brothers, Inc.

and Certain of its Subsidiaries Which Have Been Registered Under the Securities
Act of 1933 for any and all of the Outstanding Toll Brothers Finance Corp.
6.875% Senior Notes due 2012

The Exchange Notes

o The terms of the exchange notes we are issuing will be substantially
identical to the outstanding notes that we issued on November 22, 2002,
except for the elimination of some transfer restrictions, registration
rights and additional interest payments relating to the outstanding
notes.

o Interest on the exchange notes will accrue at the rate of 6.875% per
year, payable on May 15 and November 15 of each year, beginning May 15,
2003, and the notes will mature on November 15, 2012.

o The exchange notes will be unsecured and will rank equally with all our
other unsecured and unsubordinated indebtedness.

o We may redeem some or all of the exchange notes at any time at the
prices described under the heading "Description of Exchange Notes --
Optional Redemption." The exchange notes will not have the benefit of
any sinking fund.

o The exchange notes are expected to be listed on the New York Stock
Exchange.

Material Terms of the Exchange Offer

o The exchange offer expires at 5:00 p.m., New York City time, on
___________, 2003, unless extended.

o Our completion of the exchange offer is subject to customary
conditions, which we may waive.

o Upon our completion of the exchange offer, all outstanding notes that
are validly tendered and not withdrawn will be exchanged for an equal
principal amount of exchange notes that are registered under the
Securities Act of 1933.

o Tenders of outstanding notes may be withdrawn at any time before the
expiration of the exchange offer.

o The exchange of exchange notes for outstanding notes will not be a
taxable exchange for U.S. Federal income tax purposes.

o We will not receive any proceeds from the exchange offer.

For a discussion of factors that you should consider before participating in
this exchange offer, see "Risk Factors" beginning on page 10 of this
prospectus.

----------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved or passed on the adequacy or accuracy
of this prospectus or the investment merits of the notes offered hereby. Any
representation to the contrary is a criminal offense.

----------------

The date of this prospectus is _________, 2003

You should rely only on the information contained or incorporated by
reference in this prospectus or elsewhere in the registration statement of
which this prospectus is a part. We have not authorized anyone to provide you
with different information. This prospectus does not constitute an offer to
sell or the solicitation of an offer to buy any securities other than the
registered securities to which it relates, nor does this prospectus constitute
an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.

----------------

TABLE OF CONTENTS

Page
----

Documents Incorporated by Reference ..................................... i
Available Information ................................................... ii
Summary ................................................................. 1
Risk Factors ............................................................ 11
Forward-Looking Statements .............................................. 17
Use of Proceeds ......................................................... 19
Capitalization .......................................................... 19
Selected Consolidated Financial Information and Operating Data .......... 20
The Guarantors. ......................................................... 21
Description of Other Indebtedness ....................................... 24
The Exchange Offer ...................................................... 24
Description of Exchange Notes ........................................... 36
United States Federal Income Tax Considerations ......................... 49
Plan of Distribution .................................................... 50
Legal Matters ........................................................... 51
Experts ................................................................. 52

----------------

DOCUMENTS INCORPORATED BY REFERENCE

The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" into this prospectus the information Toll Brothers,
Inc. files with the Commission. This means that we are permitted to disclose
important information to you by referring you to other documents Toll
Brothers, Inc. has filed with the Commission. We incorporate by reference in
two ways. First, we list certain documents that Toll Brothers, Inc. has filed
with the Commission. The information in these documents is considered part of
this prospectus. Second, Toll Brothers, Inc. expects to file additional
documents with the Commission in the future. The information in these
documents, when filed, will update and supersede the current information
included in or incorporated by reference in this prospectus. You should
consider any statement contained in this prospectus or in a document which is
incorporated by reference into this prospectus to be modified or superseded to
the extent that the statement is modified or superseded by another statement
contained in a later dated document that constitutes a part of this prospectus
or is incorporated by reference into this prospectus. You should consider any
statement which is so modified or superseded to be a part of this prospectus
only as so modified or superseded.

We incorporate by reference in this prospectus all the documents listed
below and any filings Toll Brothers, Inc. makes with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus until completion of the exchange offer:

o Annual Report on Form 10-K of Toll Brothers, Inc. filed with the
Commission for the fiscal year ended October 31, 2002;

o Quarterly Reports on Form 10-Q of Toll Brothers, Inc. filed with the
Commission for the quarters ended January 31, 2003 and April 30, 2003;
and

o Current Reports on Form 8-K of Toll Brothers, Inc. filed with the
Commission on November 15, 2002, November 18, 2002, November 22, 2002,
November 27, 2002, March 26, 2003, March 28, 2003, May 8, 2003, May
28, 2003 and July 1, 2003.

We will deliver, without charge, to anyone receiving this prospectus, upon
written or oral request, a copy of any document incorporated by reference in
this prospectus but not delivered with this prospectus, but the exhibits to
those documents will not be delivered unless they have been specifically
incorporated by reference. Requests for these documents should be made to:
Director of Investor Relations, Toll Brothers, Inc., 3103 Philmont Avenue,
Huntingdon Valley, PA 19006, (215) 938-8000. We will also make available to
the holders of the securities offered by this prospectus annual reports which
will include audited financial statements of Toll Brothers, Inc. and its
consolidated subsidiaries, including Toll Brothers Finance Corp. We do not
expect that Toll Brothers Finance Corp. will be required to make filings with
the Commission under Section 15(d) of the Securities Exchange Act of 1934.

To obtain timely delivery from the Company of documents incorporated by
reference in this prospectus, you must request the information no later than
five business days prior to the expiration of the exchange offer. The exchange
offer will expire on __________, 2003, unless extended.

You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement or elsewhere in the
registration statement of which this prospectus is a part. We have not
authorized anyone else to provide you with different information.

AVAILABLE INFORMATION

This prospectus is part of a registration statement on Form S-4 that we have
filed with the Commission under the Securities Act. This prospectus does not
contain all of the information set forth in the registration statement. For
further information about us and the exchange notes, you should refer to the
registration statement. This prospectus summarizes material provisions of
contracts and other documents to which we refer you. Since this prospectus may
not contain all of the information that you may find important, you should
review the full text of these documents. We have filed these documents as
exhibits to our registration statement.

Toll Brothers, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934. In accordance with those requirements, Toll
Brothers, Inc. files annual, quarterly and special reports, proxy statements
and other information with the Commission. You can read and copy any document
Toll Brothers, Inc. files with the Commission at the Commission's public
reference room at the following location:

Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

You may obtain information on the operation of the Commission's public
reference room by calling the Commission at 1-800-SEC-0330. The Commission
filings of Toll Brothers, Inc. are also available to the public from the
Commission's Internet website at http://www.sec.gov. We also make available
free of charge on our website, at http://www.tollbrothers.com, all materials
that we file electronically with the SEC, including our annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to these reports as soon as reasonably practicable after such
materials are electronically filed with, or furnished to, the SEC. In
addition, the common stock of Toll Brothers, Inc. is listed on the New York
Stock Exchange and similar information concerning Toll Brothers, Inc. can be
inspected and copied at the New York Stock Exchange, 20 Broad Street, 7th
Floor, New York, New York 10005. The common stock of Toll Brothers, Inc. is
also listed on the Pacific Exchange, but the Pacific Exchange does not have a
public reference room for review of Commission filings of its listed
companies.

SUMMARY

The following summary highlights selected information from this document and
may not contain all the information that may be important to you. This summary
is qualified in its entirety by the more detailed information included
elsewhere or incorporated by reference in this prospectus. Except as noted in
sections of this prospectus entitled "Summary--The Exchange Offer,"
"Summary--The Exchange Notes," "The Exchange Offer," and "Description of
Exchange Notes," or unless otherwise expressly stated or the context requires,
all references to "we," "us," "our," and all similar references used in this
prospectus are to Toll Brothers, Inc. and its consolidated subsidiaries,
including Toll Brothers Finance Corp. and the subsidiary guarantors.
Throughout this prospectus, we use the terms "old notes" and "outstanding
notes" to refer to the currently outstanding 6.875% Senior Notes due 2012 of
Toll Brothers Finance Corp. for which the exchange notes are being offered for
exchange. Unless otherwise stated or the context otherwise requires,
references to "senior notes" refers to the outstanding old notes and the
exchange notes, collectively.

Toll Brothers, Inc.

Overview

Toll Brothers, Inc., through its subsidiaries, designs, builds, markets and
arranges financing for single-family detached and attached homes in middle-
income and high-income residential communities. We cater to the move-up,
empty-nester and age-qualified home buyer. We currently conduct operations in
21 states and six regions around the United States. Our communities are
generally located on land we have developed or acquired fully approved and, in
some cases, improved. We market our homes primarily to middle-income and
upper-income buyers. We emphasize high quality construction and customer
satisfaction. We also operate our own land development, architectural,
engineering, mortgage, title, golf course development and management, security
monitoring, landscape, cable T.V., broadband Internet access, lumber
distribution, house component assembly and manufacturing operations.

At October 31, 2002, we were operating in 243 communities containing over
21,800 home sites which we owned or controlled through options. Of the 243
communities, 170 were offering homes for sale, 34 had not yet opened for sale
and 39 were sold out but all home deliveries had not been completed. At
October 31, 2002, we also owned or controlled through options approximately
19,000 home sites in 157 proposed communities. We expect to have approximately
185 selling communities by October 31, 2003. Of the approximately 40,800 lots
owned or controlled through options at October 31, 2002, we owned
approximately 25,800 of them.

At October 31, 2002, we were offering single-family detached homes at
prices, excluding customized options, generally ranging from $233,000 to
$1,493,000 with an average base sales price of $501,000. We were offering
single-family attached homes at prices, excluding customized options,
generally ranging from $166,000 to $622,000, with an average base sales price
of $322,000. On average, homebuyers added approximately 21% in options and lot
premiums to the base price of homes delivered in fiscal 2002.

For the fiscal year ended October 31, 2002, revenues from housing sales were
approximately $2.28 billion (4,430 homes) as compared to $2.18 billion (4,358
homes) for fiscal 2001. New sales contracts were approximately $2.75 billion
(5,113 homes) in fiscal 2002 as compared to $2.17 billion
(4,366 homes) in fiscal 2001.

In recognition of our achievements, we have received numerous awards from
national, state and local homebuilder publications and associations. We are
the only publicly traded national homebuilder to have won all three of the
industry's highest honors: America's Best Builder (1996), the National Housing
Quality Award (1995), and Builder of the Year (1988).

Recent Developments

For the six months ended April 30, 2003, revenues from housing sales were
$1.16 billion (2,145 homes), 13% higher than the $1.02 billion (2,065 homes)
in revenues from housing sales during the six-month period ended April 30,
2002. New contracts signed for the six months ended April 30, 2003 were $1.51
billion (2,733 homes), a 9% increase over the $1.39 billion (2,634 homes) in
new contracts signed during the same period of fiscal 2002.

For the three months ended April 30, 2003, revenues from housing sales were
$601 million (1,109 homes), 11% higher than the $539 million (1,086 homes) in
revenues from housing sales during the three-month period ended April 30,
2002. New contracts signed for the three months ended April 30, 2003 were $927
million (1,667 homes), a 3% increase over the $902 million (1,706 homes) in
new contracts signed during the same period of fiscal 2002.

At April 30, 2003, we were selling from 176 communities as compared to 166
communities at April 30, 2002 and 170 communities at October 31, 2002. We
expect to have approximately 185 communities open for sale by October 31,
2003.

Our backlog of homes under contract at April 30, 2003 was $2.21 billion
(3,937 homes) as compared to $1.77 billion (3,271 homes) at April 30, 2002. We
expect to deliver substantially all homes in backlog at April 30, 2003 by
April 30, 2004. Based on the size of our current backlog, the number of homes
delivered during the six months ended April 30, 2003, the continued demands
for our product and the increased number of communities from which we are
currently operating, we believe that we will deliver approximately 5,000 homes
in fiscal 2003 and expect the average delivered price of those homes will be
between $535,000 and $540,000.

Executive Offices

Our executive offices are located at 3103 Philmont Avenue, Huntingdon
Valley, Pennsylvania 19006. Our telephone number is (215) 938-8000.

Toll Brothers Finance Corp.

Toll Brothers Finance Corp. is an indirect, wholly-owned subsidiary of Toll
Brothers, Inc. Toll Brothers Finance Corp. generates no operating revenues and
will not have any independent operations other than the financing of other
subsidiaries of Toll Brothers, Inc. by lending the proceeds of the old notes
and the proceeds of any borrowings Toll Brothers Finance Corp. may make in the
future.

Summary--The Exchange Offer

The following is a brief summary of certain terms of this exchange offer.
For a more complete description of the terms of the exchange offer, see "The
Exchange Offer" in this prospectus. As used in this "Summary--The Exchange
Offer" section, all references to "we," "us," "our," and all similar
references are to Toll Brothers Finance Corp.

The Exchange Offer...................... The exchange offer relates to the
exchange of up to $300 million
aggregate principal amount of our
6.875% Senior Notes due 2012 that
have been registered under the
Securities Act of 1933 for an equal
aggregate principal amount of our
outstanding unregistered 6.875%
Senior Notes due 2012. On November
22, 2002, we issued and sold $300
million in aggregate principal
amount of these old notes in a
private placement. The form and
terms of the exchange notes are
substantially the same as the form
and terms of the old notes, except
that the exchange notes have been
registered under the Securities Act
and will not bear legends
restricting their transfer. We
issued the old notes under an
indenture which grants you a number
of rights. The exchange notes also
will be issued under that indenture
and you will have the same rights
under the indenture as the holders
of the old notes. See "Description
of Exchange Notes." We are offering
to exchange $1,000 principal amount
of our exchange notes for each
$1,000 principal amount of old
notes.

Accrued Interest on the
Exchange Notes.......................... Interest on the exchange notes will
accrue from the last interest
payment date on which interest was
paid on the old notes or, if no
interest was paid on the old notes,
from the date of issuance of the old
notes, which was November 22, 2002.
Holders whose old notes are accepted
for exchange will be deemed to have
waived the right to receive any
interest accrued on the old notes.

No Minimum Condition.................... We are not conditioning the exchange
offer on the tender of any minimum
principal amount of old notes.

Expiration Date......................... The exchange offer will expire at
5:00 p.m., New York City time, on
___________________, 2003 unless we
decide to extend the exchange offer.

Withdrawal Rights....................... You may withdraw your tender at any
time before the exchange offer
expires.

Conditions to the Exchange
Offer................................... The exchange offer is subject to
customary conditions, which we may
waive. We currently anticipate that
each of the conditions will be
satisfied and that we will not need
to waive any conditions. We reserve
the right to terminate or amend the
exchange offer at any time before
the expiration date if any of the
conditions occurs. For additional
information, see the section "The
Exchange Offer" in this prospectus
under the subheading "Certain
Conditions to the Exchange Offer."

Procedures for Tendering
Old Notes............................... If you are a holder of old notes who
wishes to accept the exchange offer,
you must:

o complete, sign and date the
accompanying letter of transmittal,
or a facsimile of the letter of
transmittal, and mail

or otherwise deliver the letter of
transmittal, together with your old
notes, to the exchange agent at the
address provided in the section
"The Exchange Offer" in this
prospectus under the subheading
"Exchange Agent"; or

o arrange for The Depository Trust
Company to transmit certain
required information, including an
agent's message forming part of a
book-entry transfer in which you
agree to be bound by the terms of
the letter of transmittal, to the
exchange agent in connection with a
book-entry transfer.

Resale Without Further
Registration............................ We believe that you may resell or
otherwise transfer the exchange
notes that you receive in the
exchange offer without complying
with the registration and prospectus
delivery provisions of the
Securities Act so long as you are
not a broker-dealer and you meet the
following conditions:

o you are not an "affiliate" of ours
within the meaning of Rule 405 of
the Securities Act;

o you are acquiring the exchange
notes issued in the exchange offer
in the ordinary course of your
business; and

o you have no arrangement or
understanding with any person to
participate in the distribution of
the exchange notes.

By signing the letter of transmittal
and tendering your old notes, you
will be making representations to
this effect. You may incur liability
under the Securities Act if:

o any of the representations listed
above are not true; and

o you transfer any exchange note
issued to you in the exchange offer
without complying with the
registration and prospectus
delivery requirements of the
Securities Act, unless the transfer
otherwise meets an exemption from
the registration requirements under
the Securities Act.

We do not assume, or indemnify you
against, liability under these
circumstances which means that we
will not protect you from any loss
you incur as a result of this
liability.

Restrictions on Resale by
Broker-Dealers.......................... Each broker-dealer that has received
exchange notes for its own account
in exchange for old notes that were
acquired as a result of market-
making or other trading activities
must acknowledge that it will
deliver a prospectus meeting the
requirements of the Securities Act
in connection with any resale of the
exchange notes. A broker-dealer may
use this prospectus in connection
with any resale for a period of 270
days after the end of the exchange
offer.

Special Procedures for
Beneficial Owners....................... If you beneficially own old notes
registered in the name of a broker,
dealer, commercial bank, trust
company or other nominee and you
wish to tender your old notes in the
exchange offer, you should contact
the registered holder promptly and
instruct it to tender on your
behalf. If you wish to tender on
your own behalf, you must, prior to
completing and executing the letter
of transmittal and delivering your
old notes, either arrange to have
your old notes registered in your
name or obtain a properly

completed bond power from the
registered holder. The transfer of
registered ownership may take
considerable time.

Guaranteed Delivery
Procedures.............................. If you wish to tender your old notes
and time will not permit your
required documents to reach the
exchange agent by the expiration
date, or the procedures for book-
entry transfer cannot be completed
on time, you may tender your old
notes according to the guaranteed
delivery procedures described in the
section "The Exchange Offer" in this
prospectus under the subheading
"Procedures for Tendering Old
Notes."

Acceptance of Old Notes and
Delivery of Exchange Notes.............. We will accept for exchange all old
notes which are properly tendered in
the exchange offer prior to 5:00
p.m., New York City time, on the
expiration date. The exchange notes
issued in the exchange offer will be
delivered promptly following the
expiration date. For additional
information, see the section "The
Exchange Offer" in this prospectus
under the subheading "Acceptance of
Old Notes for Exchange; Delivery of
Exchange Notes."

Use of Proceeds......................... We will not receive any proceeds
from the issuance of exchange notes
in the exchange offer. We will pay
for our expenses incident to the
exchange offer.

Federal Income Tax...................... The exchange of exchange notes for
old notes in the exchange offer will
not be a taxable event for federal
income tax purposes. For additional
information, see the section "United
Stated Federal Income Tax
Considerations" in this prospectus.

Effect on Holders of Old
Notes................................... As a result of this exchange offer,
we will have fulfilled a covenant
contained in the registration rights
agreement dated as of November 22,
2002 by and among Toll Brothers
Finance Corp., Toll Brothers, Inc.
and each of the initial purchasers
named in the agreement and,
accordingly, there will be no
increase in the interest rate on the
old notes. If you do not tender your
old notes in the exchange offer:

o you will continue to hold the old
notes and will be entitled to all
the rights and limitations
applicable to the old notes under
the indenture governing the notes,
except for any rights under the
registration rights agreement that
terminate as a result of the
completion of the exchange offer;
and

o you will not have any further
registration or exchange rights and
your old notes will continue to be
subject to restrictions on
transfer. Accordingly, the trading
market for untendered old notes
could be adversely affected.

Exchange Agent.......................... Bank One Trust Company, National
Association is serving as exchange
agent in connection with the
exchange offer.

Summary--The Exchange Notes

The following is a brief summary of certain terms of the exchange notes. For
a more complete description of the terms of the exchange notes, see
"Description of Exchange Notes" in this prospectus. As used in this
"Summary--The Exchange Notes" section, all references to "we," "us," "our,"
and all similar references are to Toll Brothers Finance Corp.

Terms of the Exchange Notes:

Issuer.................................. Toll Brothers Finance Corp.

Exchange Notes Offered.................. Up to $300 million principal amount
of 6.875% Senior Notes due 2012. The
form and terms of the exchange notes
will be the same as the form and
terms of the old notes, except that:

o the exchange notes will have been
registered under the Securities
Act, will not contain transfer
restrictions, and will not bear
legends restricting their transfer;

o the exchange notes will not contain
terms providing for the payment of
additional interest under
circumstances relating to our
obligation to file and cause to be
effective a registration statement;

o the exchange notes will be
represented by one or more global
notes in book entry form; and

o the exchange notes will be issuable
in denominations of $1,000 and
multiples thereof.

Interest................................ Interest will accrue on the exchange
notes at a rate of 6.875% per annum
and will be payable semi-annually in
arrears on May 15 and November 15 of
each year, commencing on May 15,
2003. Interest will accrue from
November 22, 2002, the date of
issuance of the old notes, or, if
interest has already been paid, from
the date it was most recently paid.

Maturity Date........................... November 15, 2012.

Ranking................................. The exchange notes will be:

o structurally subordinated to the
prior claims of creditors,
including trade creditors, of the
subsidiaries of Toll Brothers, Inc.
that are not guarantors of the
exchange notes, the aggregate
amount of which claims was
approximately $108 million at
April 30, 2003; and

o effectively subordinated to the
secured indebtedness of the
guarantors of the exchange notes,
which indebtedness is comprised
principally of indebtedness secured
by purchase money mortgages on some
of their respective real property,
the aggregate principal amount of
which indebtedness was
approximately $42.8 million at
April 30, 2003.

The exchange notes will rank equally
with all of our unsecured and
unsubordinated indebtedness including,
without limitation, any indebtedness
arising from our guarantee of the
unsecured revolving credit facility
and term loan of First Huntingdon
Finance Corp., and will rank senior to
our subordinated indebtedness. For
additional information on the material
indebtedness of Toll Brothers, Inc.
and its subsidiaries other than the
old notes, see "Description of Other
Indebtedness" in this prospectus.

For information regarding the
ranking of the guarantees being
issued by Toll Brothers, Inc. and
its guarantor subsidiaries, see
"Guarantees" in this "Summary--The
Exchange Notes."

Guarantees.............................. Payment of principal and interest on
the exchange notes will be fully and
unconditionally guaranteed, jointly
and severally, by Toll Brothers,
Inc. and all of its subsidiaries
that guarantee its current bank
credit facilities. Each guarantee
will rank equally

with all other unsecured and
unsubordinated indebtedness of the
entity giving the guarantee including,
without limitation, any indebtedness
arising from the entity's guarantee of
the unsecured revolving credit
facility and term loan of First
Huntingdon Finance Corp. At April 30,
2003, these guarantors had
approximately $42.8 million aggregate
principal amount of secured
indebtedness comprised principally of
indebtedness secured by purchase money
mortgages on some of their respective
real property for borrowed money
outstanding, which indebtedness will
rank senior to their guarantees of the
exchange notes. In addition, Toll
Brothers, Inc.'s guarantee will be
structurally subordinated to the prior
claims of creditors, including trade
creditors, of its subsidiaries that
are not guarantors of the exchange
notes, the aggregate amount of which
claims was approximately $108 million
at April 30, 2003 and will rank senior
to its guarantee of the senior
subordinated notes of Toll Corp.
Certain subsidiaries of Toll Brothers,
Inc. which had guaranteed the old
notes at the time of their issuance
have since been merged into other
guarantor entities, have been
dissolved or are not guarantors under
the bank credit facilities and will
not be guarantors of the exchange
notes. Certain other subsidiaries that
had not guaranteed the old notes will
guarantee the exchange notes.

Optional Redemption..................... We may redeem any or all of the
exchange notes at any time at a
redemption price equal to the
greater of (a) 100% of the principal
amount of the exchange notes being
redeemed and (b) the sum of the
present values of the remaining
scheduled payments of principal and
interest on the exchange notes being
redeemed, discounted to the
redemption date on a semi-annual
basis (assuming a 360-day year
consisting of twelve 30-day months)
at the Treasury rate plus 45 basis
points, plus, in each case, accrued
and unpaid interest on the exchange
notes to the redemption date.

Sinking Fund............................ None.

Denominations........................... $1,000 and integral multiples
thereof.

Use of Proceeds......................... We will not receive any cash
proceeds from the exchange offer.

Absence of Market for the
Exchange Notes.......................... The exchange notes are a new issue
of security with no established
trading market. While we expect to
list the exchange notes on the New
York Stock Exchange, we cannot
assure you that an active trading
market for the exchange notes will
develop, or that if one does
develop, it will be maintained.

General Indenture Provisions Applicable to the Exchange Notes:

No Limit on Debt........................ Except as noted below under "Certain
Covenants," the indenture governing
the exchange notes will not limit
the amount of debt that we may issue
or provide holders any protection
should we be involved in a highly
leveraged transaction. We are a
guarantor, along with each of the
guarantors of the exchange notes, of
a $575 million unsecured revolving
credit facility of First Huntingdon
Finance Corp., a wholly-owned,
indirect subsidiary of Toll
Brothers, Inc., which facility
extends to March 2006. At April 30,
2003, there were no borrowings
outstanding under this facility and
approximately $82.7 million of
letters of credit were outstanding
under the facility. In addition, we,
along

with each of the guarantors of the
exchange notes, are a guarantor of
First Huntingdon Finance Corp.'s
bank term loan, which loan is
repayable in July 2005.

Certain Covenants....................... The indenture governing the exchange
notes contains covenants that, among
other things, will limit our ability
and the ability of Toll Brothers,
Inc. and some of its subsidiaries
to:

o issue, assume or guarantee certain
additional secured indebtedness;
and

o engage in sale and lease-back
transactions.

These covenants are subject to
important exceptions and
qualifications, which are described
under the heading "Description of
Exchange Notes" in this prospectus.

Events of Default....................... Each of the following is an event of
default under the indenture
governing the exchange notes:

o our failure for 30 days to pay
interest when due on the exchange
notes;

o our failure to pay principal of or
premium, if any, on the exchange
notes when due;

o our failure or the failure of Toll
Brothers, Inc. or any guarantor
which is a significant subsidiary
to perform other covenants with
respect to the exchange notes, the
indenture or the guarantees for 60
days after receipt of notice of
failure;

o the occurrence of a default in
respect to our debt or the debt
(except certain non-recourse debt)
of Toll Brothers, Inc. or any other
guarantor totaling $10 million or
more in aggregate principal amount,
resulting in the acceleration of
such debt or due to the failure to
pay such debt at maturity;

o an acceleration or significant
modification occurs with respect to
any series of the senior
subordinated notes of Toll Corp.,
if on the date of occurrence the
outstanding principal amount of
such senior subordinated notes
exceeds $5 million;

o any guarantee in respect of the
exchange notes by Toll Brothers,
Inc. or guarantors that are
significant subsidiaries ceases to
be in full force and effect and
enforceable in accordance with its
terms; and

o certain events of bankruptcy,
insolvency or reorganization
affecting us, Toll Brothers, Inc.
or other guarantors that are
significant subsidiaries.

If any event of default occurs and
is continuing, the trustee under the
indenture or holders of at least 25%
in aggregate principal amount of
outstanding exchange notes issued
under the indenture may declare the
principal thereof immediately due
and payable.

Other................................... The exchange notes and any old notes
not exchanged for the exchange notes
will constitute a single series of
senior notes under the indenture and
will therefore vote together as a
single class for purposes of
determining whether the holders of
the requisite percentage in
outstanding principal amount have
taken certain actions or exercised
certain rights under the indenture.

Summary Financial Information
(Dollars in Thousands)

The following summary consolidated financial information for the five years
ended October 31, 2002 is derived from our audited consolidated financial
statements. The summary consolidated financial information for the six months
ended April 30, 2002 and 2003 is derived from our unaudited quarterly
consolidated financial statements and in the opinion of management, includes
all adjustments (consisting of normal recurring items) necessary for the fair
presentation of the results for such periods. The following summary financial
data should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the consolidated
financial statements and related notes thereto contained in our annual report
on Form 10-K for the fiscal year ended October 31, 2002 and our quarterly
report on Form 10-Q for the quarter ended April 30, 2003 which are
incorporated into this prospectus by reference. The results of operations for
the six months ended April 30, 2003 may not be indicative of results of
operations to be expected for the fiscal year.

Six Months ended April 30,
Year ended October 31, (unaudited)
---------------------------------------------------------------- -------------------------
1998 1999 2000 2001 2002 2002 2003
---------- ---------- ---------- ---------- ---------- ---------- ----------

Income Statement Data:
Revenues............................ $1,210,816 $1,464,115 $1,814,362 $2,229,605 $2,328,972 $1,042,675 $1,178,192
Income before income taxes(1)....... $ 132,523 $ 160,432 $ 230,966 $ 337,889 $ 347,318 $ 152,810 $ 155,536
Net income.......................... $ 84,704 $ 101,566 $ 145,943 $ 213,673 $ 219,887 $ 97,004 $ 98,279
Other Financial Data:
Depreciation and amortization....... $ 6,095 $ 7,514 $ 8,528 $ 9,356 $ 10,495 $ 5,363 $ 5,928
Interest incurred................... $ 39,801 $ 52,914 $ 60,275 $ 79,245 $ 90,331 $ 45,242 $ 51,031
Ratio of earnings to fixed
charges(2)........................ 4.17x 3.75x 4.56x 4.94x 4.49x 3.98x 3.58x

At April 30,
At October 31, (unaudited)
---------------------------------------------------------------- -----------------------
1998 1999 2000 2001 2002 2002 2003
---------- ---------- ---------- ---------- ---------- ---------- ----------

Balance Sheet Data:
Inventory........................... $1,111,223 $1,443,282 $1,712,383 $2,183,541 $2,551,061 $2,402,720 $2,737,340
Total assets........................ $1,254,468 $1,668,062 $2,030,254 $2,532,200 $2,895,365 $2,694,726 $3,202,149
Debt
Loans payable...................... $ 182,292 $ 213,317 $ 326,537 $ 362,712 $ 253,194 $ 235,547 $ 255,034
Senior notes....................... -- -- -- -- -- -- 298,135
Subordinated notes................. 269,296 469,418 469,499 669,581 819,663 819,622 719,971
Mortgage company
warehouse loans.................. -- -- -- 24,754 48,996 22,614 60,008
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total debt.......................... $ 451,588 $ 682,735 $ 796,036 $1,057,047 $1,121,853 $1,077,783 $1,333,148
---------- ---------- ---------- ---------- ---------- ---------- ----------
Stockholders' equity................ $ 525,756 $ 616,334 $ 745,145 $ 912,583 $1,129,509 $1,028,344 $1,215,085

(1) Statement of Financial Accounting Standards No. 145 ("SFAS No. 145"),
"Amendment of FASB Statement No. 13, and Technical Corrections," requires
all gains and losses from the extinguishment of debt to be included as an
item of continuing operations. The provisions of SFAS No. 145 relating to
the rescission of SFAS. No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," became effective for our fiscal year 2003. SFAS
No. 145 requires us to also reclassify any prior periods that are
presented. In accordance with SFAS No. 145, our fiscal 1998 and 1999 income
before taxes have been restated to reflect losses on the early retirement
of debt of $1.8 million and $2.3 million, respectively.
(2) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes, plus interest expense and fixed
charges except interest incurred. Fixed charges consist of interest
incurred, whether expensed or capitalized, one-third of rent expense that
is representative of the interest factor and amortization of debt discount
and issuance costs. The pro forma ratio of earnings to fixed charges would
be 4.06x for the year ended October 31, 2002 and 3.61x for the six months
ended April 30, 2003 assuming that the $300 million principal amount of old
notes and the $150 million principal amount of 8.25% Senior Subordinated
Notes due 2011 issued in November 2001 were outstanding as of November 1,
2001, and assuming that the $100 million principal amount of 8 3/4% Senior
Subordinated Notes due 2006 were paid as of October 31, 2001.

RISK FACTORS

You should consider carefully the following risk factors, as well as all of
the other information contained or incorporated by reference in this
prospectus, before making an investment in the exchange notes offered by this
prospectus.

Our substantial indebtedness could adversely affect our financial condition
and prevent us from fulfilling our obligations under the senior notes.

We have a significant amount of indebtedness. The following tables show
important credit statistics and are presented on a pro forma basis assuming
that the $300 million principal amount of old notes and the $150 million
principal amount of 8.25% Senior Subordinated Notes due 2011 issued in
November 2001 were outstanding as of November 1, 2001, and assuming that the
$100 million principal amount of 8 3/4% Senior Subordinated Notes due 2006
were paid as of October 31, 2001:

At
April 30, 2003
(unaudited)
($ in thousands)
----------------

Total indebtedness .......................................... $1,335,042
Stockholders' equity ........................................ $1,215,085
Debt to equity ratio ........................................ 1.10

For the Year Ended For the Six Months ended
October 31, 2002 April 30, 2003
------------------ ------------------------
(unaudited)

Pro forma ratio of earnings to
fixed charges ................. 4.06x 3.61x

Our substantial indebtedness could have important consequences to you. For
example, it could:

o make it more difficult for us to satisfy our obligations with respect
to the senior notes;

o increase our vulnerability to general adverse economic and industry
conditions;

o limit our ability to borrow money or sell stock to fund future working
capital, capital expenditures, debt service requirements and other
general corporate requirements;

o require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing our
ability to use our cash flow for other purposes;

o limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;

o make it more difficult for us to meet our debt service obligations in
the event that there is a substantial increase in interest rates
because our indebtedness under our bank credit facilities bear interest
at fluctuating rates;

o place us at a competitive disadvantage compared to our competitors that
have less debt; and

o limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional
funds. Failing to comply with those covenants could result in an event
of default which, if not cured or waived, could have a material adverse
effect on us.

The indentures governing the senior notes and the senior subordinated notes
of Toll Corp., as well as the terms and conditions of our bank credit
facilities, impose restrictions on our operations and activities and require
us to comply with financial covenants. If we fail to comply with any of these
restrictions or covenants, the trustees or the banks, as appropriate, could
cause our debt to become due and payable before maturity. In addition, each of
the indentures governing the senior notes and the senior subordinated notes of
Toll Corp., as well as the terms and conditions of our bank credit facilities,
contain cross default provisions which, in general, have the effect that a
default under any one of these instruments will constitute a default

under all of them. In the event of such a default, it is unlikely that we would
be able to repay all of this outstanding indebtedness simultaneously. At April
30, 2003, the aggregate amount of borrowings outstanding under the senior notes,
the senior subordinated notes of Toll Corp. and the bank credit facilities was
approximately $1.23 billion.

Despite our current indebtedness levels, we may be able to incur more debt. If
we incur more debt, it could intensify the risks described above.

Toll Brothers, Inc., Toll Brothers Finance Corp. and other subsidiaries of
Toll Brothers, Inc. may be able to incur substantial additional indebtedness,
including secured indebtedness that ranks senior to the senior notes and the
guarantees. The terms of the indenture do not fully prohibit Toll Brothers,
Inc., Toll Brothers Finance Corp., or any other subsidiary of Toll Brothers,
Inc. from incurring such indebtedness. At April 30, 2003, we had a $540 million
unsecured revolving credit facility with 16 banks which extends to March 2006.
In July 2003, we increased the facility by $35 million to $575 million. At April
30, 2003, we had no borrowings against the facility and approximately $82.7
million of letters of credit outstanding under the facility. In addition to our
revolving bank credit facility, at April 30, 2003 we had a term loan of $207.5
million which was increased to $222.5 million in July 2003. At April 30, 2003,
we had outstanding, through Toll Corp., a wholly-owned, indirect subsidiary of
Toll Brothers, Inc., approximately $720 million in senior subordinated notes
guaranteed, on a senior subordinated basis, by Toll Brothers, Inc. If new debt
is added to the current debt levels of Toll Brothers, Inc., Toll Brothers
Finance Corp. and/or the other subsidiaries of Toll Brothers, Inc., the related
risks that we now face could intensify.

To service our indebtedness, including the senior notes, we will require a
significant amount of cash. Our ability to generate cash depends on many
factors beyond our control.

Our ability to meet our debt service and other obligations will depend upon
our future performance. We are engaged in a business that is substantially
affected by changes in economic cycles. Our revenues and earnings vary with
the level of general economic activity in the markets we serve. Financial,
political, business and other factors, many of which are beyond our control,
also could affect our business. Our annual debt service obligations vary from
year to year, principally due to the varying maturities of our indebtedness.
At April 30, 2003, annual interest payment requirements were approximately $99
million.

Interest rates on a substantial portion of our existing indebtedness are
fixed. However, changes in prevailing interest rates may affect our ability to
meet our debt service obligations, because borrowings under our bank credit
facilities may bear interest at floating rates. A higher interest rate on our
debt could adversely affect our operating results. A one percent (1%) increase
in interest rates would have increased our annual interest cost at April 30,
2003 by approximately $646,000. Higher interest rates may also affect the
desire or ability of customers to buy our houses. We cannot be certain that
our earnings will be sufficient to allow us to pay the principal and interest
on our debt, including the senior notes, and meet our other obligations. If we
do not have enough money, we may be required to refinance all or part of our
existing debt, including the senior notes, sell assets, borrow more money or
raise equity. We may not be able to refinance our debt, sell assets, borrow
more money or raise equity on terms acceptable to us, if at all.

The senior notes are effectively subordinated to the secured debt of Toll
Brothers Finance Corp., Toll Brothers, Inc. and the guarantor subsidiaries and
structurally subordinated to the liabilities of Toll Brothers, Inc.'s
subsidiaries that do not guarantee the senior notes.

The senior notes will be the senior unsecured obligations of Toll Brothers
Finance Corp. and will be effectively subordinated in right of payment to
existing and future secured debt of Toll Brothers Finance Corp., Toll
Brothers, Inc. and guarantor subsidiaries, including the obligations of the
guarantor subsidiaries under various purchase money mortgages, to the extent
of such security. The effect of this subordination is that if Toll Brothers
Finance Corp., Toll Brothers, Inc. or a guarantor subsidiary is involved in a
bankruptcy, liquidation, dissolution, reorganization or similar proceeding, or
upon a default in payment on, or the acceleration of, any secured debt, the
assets of Toll Brothers Finance Corp., Toll Brothers, Inc. and the guarantor
subsidiaries that secure the secured debt will be available to pay obligations
on the senior notes only after all secured debt has been paid in full from
those assets. At April 30, 2003, we had approximately $42.8 million aggregate
principal amount of such secured indebtedness for borrowed money outstanding.
The senior notes also will be structurally subordinated in right of payment to
all existing and future debt and other liabilities, including trade payables,
of Toll Brothers, Inc.'s non-guarantor subsidiaries and the claims of
creditors of those subsidiaries, including trade creditors, will have priority
as to the assets of those

subsidiaries. There was approximately $108 million aggregate amount of these
claims outstanding at April 30, 2003. We may not have sufficient assets
remaining to pay amounts due on any or all of the senior notes then outstanding.

A court may void the subsidiary guarantees of the senior notes or subordinate
the subsidiary guarantees to other obligations of the subsidiary guarantors.

Although standards may vary depending upon the applicable law, generally
under U.S. federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a court could void all or a portion of the
subsidiary guarantees of the senior notes or subordinate the subsidiary
guarantees to other obligations of Toll Brothers, Inc. and/or the subsidiary
guarantors. If the claims of the holders of the senior notes against any
subsidiary guarantor were held to be subordinated in favor of other creditors
of that subsidiary guarantor, the other creditors would be entitled to be paid
in full before any payment could be made on the senior notes. If one or more
of the subsidiary guarantees were voided or subordinated, we cannot assure you
that, after providing for all prior claims, there would be sufficient assets
remaining to satisfy the claims of the holders of the senior notes.

The indenture governing the senior notes contains few covenants or other
provisions to protect holders of the senior notes in the event of a change in
control, highly leveraged transaction, change in credit rating or other
similar occurrence.

The indenture governing the senior notes contains only limited events of
default other than our failure to pay principal and interest on time. Except
as noted below and further described under the heading "Description of
Exchange Notes," the indenture governing the senior notes does not contain
covenants or other provisions to protect holders of the senior notes in the
event of a change of control, highly leveraged transaction, change of credit
rating or other similar occurrence. The indenture provides limited protection
for holders of the senior notes if we are purchased through what is known as a
leveraged buy-out or if there is a change in who has voting control over us. A
leveraged buy-out is a transaction where a buyer seeking to purchase us relies
on our credit and uses our assets as collateral to borrow funds to finance the
purchase. If we are acquired, the indenture requires the buyer to assume our
obligations to holders of the senior notes. However, the indenture does not
prohibit the buyer from incurring additional debt including, subject to
exceptions and qualifications, secured debt which might be equal or senior in
right of payment to that of the holders of the senior notes. This might reduce
the cash available to us, or to anyone who may acquire us, and impair our
ability, or the ability of anyone who acquires us, to make payments on the
senior notes.

If an active market for the exchange notes fails to develop, the trading price
and liquidity of the exchange notes could be adversely affected.

The exchange notes are expected to be listed on the New York Stock Exchange.
However, an active market for the exchange notes may not develop. We do not
expect any affiliate of ours to make a market in the exchange notes. The initial
purchasers of the old notes have advised us that they currently intend to make a
market in the exchange notes. However, the initial purchasers are not obligated
to make a market and may discontinue their market-making activity at any time
without notice. The liquidity of the trading market for the exchange notes will
depend in part on the level of participation of the holders of the old notes in
the exchange offer. The greater the participation in the exchange offer, the
greater the liquidity of the trading market for the exchange notes and the
lesser the liquidity of the trading market for the old notes not tendered during
the exchange offer. We do not know how many holders of our old notes will accept
this exchange offer and, therefore, do not know what principal amount of
exchange notes will be issued. In addition, market making activity by the
initial purchasers will be subject to the limits imposed by the Securities Act
and the Securities Exchange Act of 1934. As a result, we cannot assure you that
any market for the exchange notes will develop, or, if one does develop, that it
will be maintained. If an active market for the exchange notes fails to develop,
or be maintained, the trading price and liquidity of the exchange notes could be
adversely affected.

Future trading prices of the exchange notes would depend on many factors,
including, among others, prevailing interest rates, our operating results and
the market for similar securities. Depending on

prevailing interest rates, our financial condition, the market for similar
securities and other factors, the exchange notes could trade at a discount
from their principal amount.

If you fail to exchange your old notes by properly tendering them for exchange
notes in the exchange offer, your old notes will continue to be subject to
transfer restrictions and may have reduced liquidity

We will issue exchange notes only in exchange for old notes that you timely
and properly tender. Therefore, you should allow sufficient time to ensure
timely delivery of the old notes, and you should carefully follow the
instructions on how to tender your old notes. Neither we nor the exchange
agent are required to tell you of any defects or irregularities with respect
to your tender of old notes.

If you do not exchange your old notes for exchange notes in the exchange
offer by properly tendering them for exchange notes, your old notes will
continue to be subject to the restrictions on transfer described in the legend
on your old notes. The restrictions on transfer of your old notes arise
because we issued the old notes under exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. In general, you may only offer or sell the old notes if
they are registered under the Securities Act and applicable state securities
laws, or offered and sold under an exemption from these requirements. As we do
not intend to register the old notes under the Securities Act, in the event
the exchange offer is completed, holders of old notes which have not been
exchanged who seek liquidity in their investment would have to rely on
exemptions to the registration requirements under the securities laws,
including the Securities Act. Consequently, holders of old notes who do not
participate in the exchange offer could experience significant diminution in
the value of their old notes, compared to the value of the exchange notes. See
"The Exchange Offer - Consequences of Failure to Exchange Old Notes" for a
discussion of possible consequences of failing to exchange your old notes.

An adverse change in economic conditions could reduce the demand for homes
and, as a result, could reduce our earnings.

Changes in national and regional economic conditions, as well as local
economic conditions where we conduct our operations and where prospective
purchasers of our homes live, can have a negative impact on our business.
Adverse changes in employment levels, job growth, consumer confidence, housing
demand, interest rates and population growth may reduce demand and depress
prices for our homes. This, in turn, can reduce our earnings.

The homebuilding industry is highly competitive and, if others are more
successful, our business could decline.

We operate in a very competitive environment, which is characterized by
competition from a number of other homebuilders in each market in which we
operate. We compete with large national and regional homebuilders and with
smaller local homebuilders for land, financing, raw materials and skilled
management and labor resources. We also compete with the resale, or
"previously owned," home market. Increased competition could cause us to
increase our selling incentives and/or reduce our prices. An oversupply of
homes available for sale could also depress our home prices and adversely
affect our operations. If we are unable to compete effectively in our markets,
our business could decline.

If land is not available at reasonable prices, our sales and earnings could
decrease.

Our operations depend on our ability to continue to obtain land for the
development of our residential communities at reasonable prices. Changes in
the general availability of land, competition for available land, availability
of financing to acquire land, zoning regulations that limit housing density
and other market conditions may hurt our ability to obtain land for new
residential communities. If the supply of land appropriate for development of
our residential communities becomes more limited because of these factors, or
for any reason, the cost of land could increase and/or the number of homes
that we build and sell could be reduced.

If the market value of our homes drop significantly, our profits could
decrease.

The market value of our land and housing inventories depends on market
conditions. We acquire land for expansion into new markets and for replacement
of land inventory and expansion within our current

markets. If housing demand decreases below what we anticipated when we
acquired our inventory, we may not be able to make profits similar to what we
have made in the past, may experience less than anticipated profits and/or may
not be able to recover our costs when we build and sell homes. In the face of
adverse market conditions, we may have substantial inventory carrying costs or
we may have to sell land or homes at a loss.

Government regulations may delay the start or completion of our communities,
increase our expenses or limit our homebuilding activities, which could have a
negative impact on our operations.

We must obtain the approval of numerous governmental authorities in
connection with our development activities, and these governmental authorities
often have broad discretion in exercising their approval authority. We incur
substantial costs related to compliance with legal and regulatory
requirements. Any increase in legal and regulatory requirements may cause us
to incur substantial additional costs, as discussed below. Various local,
state and federal statutes, ordinances, rules and regulations concerning
building, zoning, sales and similar matters apply to and/or affect the housing
industry. This governmental regulation affects construction activities as well
as sales activities, mortgage lending activities and other dealings with
consumers. The industry also has experienced an increase in state and local
legislation and regulations which limit the availability of land. We may be
required to apply for additional approvals or modify our existing approvals
because of changes in local circumstances or applicable law.

Expansion of regulation in the housing industry has increased the time
required to obtain the necessary approvals to begin construction and has
prolonged the time between the initial acquisition of land or land options and
the commencement and completion of construction. These delays can increase our
costs and decrease our profitability.

Municipalities may restrict or place moratoriums on the availability of
utilities, such as water and sewer taps. In some areas, municipalities may
enact growth control initiatives, which will restrict the number of building
permits available in a given year. If municipalities in which we operate take
actions like these, it could have an adverse effect on our business by causing
delays, increasing our costs or severely limiting our ability to operate in
those municipalities.

Increases in taxes or government fees could increase our costs, and adverse
changes in tax laws could reduce customer demand for our homes.

Increases in real estate taxes and other local government fees, such as fees
imposed on developers to fund schools, open space, road improvements, and/or
provide low and moderate income housing, could increase our costs and have an
adverse effect on our operations. In addition, increases in local real estate
taxes could adversely affect our potential customers who may consider those
costs in determining whether to make a new home purchase and decide, as a
result, not to purchase one of our homes. In addition, any changes in the
income tax laws that would reduce or eliminate tax incentives to homeowners
could make housing less affordable or otherwise reduce the demand for housing,
which in turn could reduce our sales and hurt our operating results.

Adverse weather conditions and conditions in nature beyond our control could
disrupt the development of our communities, which could harm our sales and
earnings.

Adverse weather conditions and natural disasters, such as hurricanes,
tornadoes, earthquakes, floods and fires, can have serious effects on our
ability to develop our residential communities. We also may be affected by
unforeseen engineering, environmental or geological problems. Any of these
adverse events or circumstances could cause delays in the completion of, or
increase the cost of, developing one or more of our residential communities
and, as a result, could harm our sales and earnings.

If we experience shortages of labor and supplies or other circumstances beyond
our control, there could be delays or increased costs in developing our
communities, which would adversely affect our operating results.

Our ability to develop residential communities may be affected by
circumstances beyond our control, including: work stoppages, labor disputes
and shortages of qualified trades people, such as carpenters, roofers,
electricians and plumbers; lack of availability of adequate utility
infrastructure and services; our need to rely

on local subcontractors who may not be adequately capitalized or insured; and
shortages or fluctuations in prices of building materials. Any of these
circumstances could give rise to delays in the start or completion of, or
increase the cost of, developing one or more of our residential communities.
We may not be able to recover these increased costs by raising our home prices
because, typically, the price for each home is set months prior to delivery in
a home sale contract with the customer. If that happens, our operating results
could be harmed. Additionally, we may be limited in the amount we can raise
sales prices by our customers' willingness to pay higher prices.

We are subject to one collective bargaining agreement that covers less than
5% of our employees. We have not experienced any work stoppages due to strikes
by unionized workers, but we cannot assure you that there will not be any work
stoppages due to strikes or other job actions in the future. We use
independent contractors to construct our homes. At any given point in time,
some or all of these subcontractors may be unionized.

Product liability litigation and warranty claims that arise in the ordinary
course of business may be costly, which could adversely affect our business.

As a homebuilder, we are subject to construction defect and home warranty
claims arising in the ordinary course of business. These claims are common in
the homebuilding industry and can be costly. In addition, the costs of
insuring against construction defect and product liability claims are high,
and the amount of coverage offered by insurance companies is currently
limited. There can be no assurance that this coverage will not be further
restricted and become more costly. If we are not able to obtain adequate
insurance against these claims, we may experience losses that could hurt our
business.

If we are not able to obtain suitable financing, our business may decline.

Our business and earnings depend substantially on our ability to obtain
financing for the development of our residential communities, whether from
bank borrowings or from sales of our debt or equity securities. If we are not
able to obtain suitable financing, our costs could increase and our revenues
could decrease, or we could be precluded from continuing our operations at
current levels.

Increases in interest rates can make it more difficult and/or expensive for
us to obtain the funds we need to operate our business. The amount of interest
we incur on our revolving bank credit facility fluctuates based on changes in
short-term interest rates, the amount of borrowings we incur and the ratings
that national rating agencies assign to our outstanding debt securities.
Increases in interest rates generally and/or any downgrading in the ratings
that national rating agencies assign to our outstanding debt securities would
increase the interest rates we must pay on our debt securities, and any such
ratings downgrade could also make it more difficult for us to sell our debt
securities.

If our potential customers are not able to obtain suitable financing, our
business may decline.

Our business and earnings also depend on the ability of our potential
customers to obtain mortgages for the purchase of our homes. Increases in the
cost of home mortgage financing could prevent our potential customers from
purchasing our homes. In addition, where our potential customers must sell
their existing homes in order to buy a home from us, increases in mortgage
costs could prevent the buyers of our customers' existing homes from obtaining
the mortgages they need to complete the purchase, which could result in our
potential customers' inability to buy a home from us. If our potential
customers or the buyers of our customers' existing homes are not able to
obtain suitable financing, our sales and revenues could decline.

Our principal stockholders may effectively exercise control over matters
requiring stockholder approval.

As of April 30, 2003, Robert I. Toll and his affiliates owned, directly or
indirectly, or had the right to acquire within 60 days, approximately 22% of
the outstanding shares of Toll Brothers, Inc.'s common stock, and his brother
Bruce E. Toll and his affiliates owned, directly or indirectly, or had the
right to acquire within 60 days, approximately 13% of the outstanding shares
of Toll Brothers, Inc.'s common stock. To the extent they and their affiliates
vote their shares in the same manner, their combined stock ownership may
effectively give them the power to elect all of the directors and control the
management, operations and affairs of Toll Brothers, Inc. Their ownership may
discourage someone from making a significant equity investment in Toll

Brothers, Inc., even if we needed the investment to operate our business. The
large percentage of stock they own could also delay or prevent a change of
control transaction that other stockholders may deem to be in their best
interests, such as a transaction in which the other stockholders would receive
a premium for their shares over their current trading prices.

Our business is seasonal in nature, so our quarterly operating results
fluctuate.

Our quarterly operating results typically fluctuate with the seasons. A
significant portion of our home purchase contracts are entered into with
customers in the winter and spring months. Construction on a customer's home
typically proceeds after signing the contract and can require 12 months or
more to complete. Weather-related problems may occur in the late winter and
early spring delaying starts or closings or increasing costs and reducing
profitability. In addition, delays in opening new communities or new sections
of existing communities could have an adverse impact on home sales and
revenues. Because of these factors, our quarterly operating results may be
uneven and may be marked by lower revenues and earnings in some quarters.

Future terrorist attacks against the United States or increased domestic or
international instability could have an adverse effect on our operations.

In the weeks following the September 11, 2001 terrorist attacks, we
experienced a sharp decrease in the number of orders for new homes and
cancellation of many existing orders. Although new home purchases stabilized
and subsequently recovered in the months after that initial period, a
generalized economic uncertainty persists. Adverse developments in the war on
terrorism, future terrorist attacks against the United States, or increased
domestic or international instability could adversely affect our business.

FORWARD-LOOKING STATEMENTS

Certain information included in this prospectus contains or may contain
forward-looking statements. You can identify these statements by the fact that
they do not relate strictly to historical or current facts. They contain words
like "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "may," "can," "could," "predict," "potential," "continue," "might"
and other words or phrases of similar meaning in connection with any
discussion of future operating or financial performance. Such statements
include information relating to anticipated operating results, financial
resources, changes in revenues, changes in profitability, interest expense,
growth and expansion, anticipated income to be realized from our investments
in joint ventures and the Toll Brothers Realty Trust Group, the ability to
acquire land, the ability to gain approvals and to open new communities, the
ability to sell homes and properties, the ability to deliver homes from
backlog, the average delivered price of homes, the ability to secure materials
and subcontractors, the ability to maintain the liquidity and capital
necessary to expand and take advantage of opportunities in the future, and
stock market valuations. From time to time, forward-looking statements are
also included in our reports filed with the Commission, in press releases and
in other material released to the public.

Any or all of the forward-looking statements included in this prospectus or
in any reports or public statements made by us may turn out to be inaccurate.
This can occur as a result of incorrect assumptions or as a consequence of
known or unknown risks and uncertainties. Many factors mentioned in this
prospectus or in reports or public statements made by us, such as government
regulation and the competitive environment, will be important in determining
our future performance. Consequently, actual results may differ materially
from those that might be anticipated from our forward-looking statements.

We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise. However, any further disclosures made on related subjects in our
subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. The
following cautionary discussion of risks, uncertainties and possible
inaccurate assumptions relevant to our business includes factors we believe
could cause our actual results to differ materially from expected and
historical results. Other factors beyond those listed below, including factors
unknown to us and factors known to us which we have not determined are
material, could also adversely affect us. All of our forward-looking
statements are expressly qualified in their entirety by the cautionary
statements contained or referenced in this section.

o We operate in a very competitive environment, which is characterized by
competition from a number of other home builders in each market in
which we operate. Actions or changes in plans by competitors may
negatively affect us.

o Our business can be affected by changes in general economic and market
conditions, as well as local economic and market conditions where our
operations are conducted and where prospective purchasers of our homes
live.

o The impact and uncertainties created by the September 11, 2001
terrorist attacks and the consequences of any future terrorist attacks,
as well as other events affecting the national and world economies, may
affect our business.

o The plans for future development of our residential communities can be
affected by a number of factors including, for example, time delays in
obtaining necessary governmental permits and approvals and legal
challenges to our proposed communities.

o Our operations depend on our ability to continue to obtain land for the
development of residential communities at reasonable prices. Changes in
competition, availability of financing, customer trends and market
conditions may impact our ability to obtain land for new residential
communities.

o The development of our residential communities may be affected by
circumstances beyond our control, including weather conditions, work
stoppages, labor disputes, unforeseen engineering, environmental or
geological problems and unanticipated shortages of or increases in the
cost of materials and labor. Any of these circumstances could give rise
to delays in the completion of, or increase the cost of, developing one
or more of our residential communities.

o The interest rate on our revolving bank credit facility is subject to
fluctuation based on changes in short-term interest rates, the amount
of borrowings we have incurred and the ratings which national rating
agencies assign to our outstanding debt securities. Our interest
expense could increase as a result of these factors.

o Our business and earnings are substantially dependent on our ability to
obtain financing for our development activities. Increases in interest
rates, concerns about the market or the economy, or consolidation or
dissolution of financial institutions could increase our cost of
borrowing and/or reduce our ability to obtain the funds required for
our future operations.

o Our business and earnings are also substantially dependent on the
ability of our customers to finance the purchase of their homes.
Limitations on the availability of financing or increases in the cost
of such financing could adversely affect our operations.

o We believe that our recorded tax balances are adequate. However, it is
not possible to predict the effects of possible changes in the tax laws
or changes in their interpretation. These changes or interpretations,
if made, could have a material negative effect on our operating
results.

o Claims have been brought against us in various legal proceedings which
have not had, and are not expected to have, a material adverse effect
on the business or on our financial condition; however, additional
legal and tax claims may arise from time to time, and it is possible
that our cash flows and results of operations could be affected from
time to time by the resolution of one or more of such matters.

o We are subject to construction defect and home warranty claims arising
in the ordinary course of business. These claims are common in the
homebuilding industry and can be costly. In addition, the costs of
insuring against construction defects and product liability claims are
high and the amount of coverage offered by insurance companies is
currently limited. There can be no assurance that this coverage will
not be further restricted and become more costly. If we are not able to
obtain adequate insurance against these claims, we may experience
losses that could hurt our business.

o There is intense competition to attract and retain management and key
employees in the markets where our operations are conducted. Our
business could be adversely affected in the event of our inability to
recruit or retain key personnel in one or more of the markets in which
we conduct our operations.

USE OF PROCEEDS

We will not receive any proceeds from the exchange of the exchange notes for
the old notes pursuant to the exchange offer.

We have used the aggregate net proceeds of the offering of the old notes for
the repayment of all of the $100 million outstanding of our 8 3/4% Senior
Subordinated Notes due 2006, for the repayment of $80 million of borrowings
under our bank credit facilities, which borrowings bore interest at a rate of
2.64% at the time of repayment, and for general corporate purposes.

CAPITALIZATION

The following table sets forth the consolidated capitalization of Toll
Brothers, Inc. at April 30, 2003:

April 30,
2003
----------------
(unaudited)
($ in thousands)

Debt (1):
Loans payable .............................................. $ 255,034
6.875% Senior Notes due 2012 ............................... 300,000
7 3/4% Senior Subordinated Notes due 2007 .................. 100,000
8 1/8% Senior Subordinated Notes due 2009 .................. 170,000
8% Senior Subordinated Notes due 2009 ...................... 100,000
8 1/4% Senior Subordinated Notes due 2011 .................. 200,000
8.25% Senior Subordinated Notes due 2011 ................... 150,000
Mortgage company warehouse loan ............................ 60,008
----------
Total debt .............................................. 1,335,042
----------
Stockholders' equity (2);
Preferred stock, par value $.01 per share: none issued
Common stock par value $.01 per share;
74.0 million shares issued ............................... 740
Additional paid-in capital ................................. 104,020
Retained earnings .......................................... 1,200,078
Treasury stock, at cost, 4.5 million shares ................ (89,753)
----------
Total stockholders' equity .............................. 1,215,085
----------
Total debt and stockholders' equity ......................... $2,550,127
==========

- ---------------

(1) At April 30, 2003, we had a $540 million unsecured revolving bank credit
facility with 16 banks which extends through March 2006. In July 2003, we
increased the facility by $35 million to $575 million. Interest is payable
on short-term borrowings under the facility at 0.90% above the Eurodollar
rate or at other specified variable rates as selected by us from time to
time. At April 30, 2003, we had no borrowings against the facility and
approximately $82.7 million of letters of credit outstanding under the
facility. In addition to our revolving credit facility, at April 30, 2003,
we had a $207.5 million term loan which was increased in July 2003 to
$222.5 million.

(2) Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.01 per share, and 1,000,000 shares of preferred stock,
par value $.01 per share. Our board of directors is authorized to amend
our Certificate of Incorporation to increase the number of authorized
shares of common stock to 200,000,000 shares and the number of shares of
authorized preferred stock to 15,000,000 shares.

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA
(Dollars in Thousands)

The following selected consolidated financial information for the five years
ended October 31, 2002 is derived from our audited consolidated financial
statements. The following selected consolidated financial information for the
six months ended April 30, 2002 and 2003 is derived from our unaudited
quarterly consolidated financial statements and in the opinion of management,
includes all adjustments (consisting of normal recurring items) necessary for
the fair presentation of the results for such periods. The following selected
financial data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the
consolidated financial statements and related notes thereto contained in our
annual report on Form 10-K for the fiscal year ended October 31, 2002 and our
quarterly report on Form 10-Q for the quarter ended April 30, 2003 which are
incorporated into this prospectus by reference. The results of operations for
the six months ended April 30, 2003 may not be indicative of results of
operations to be expected for the fiscal year.

Income Statement Data:
Revenues............................ $1,210,816 $1,464,115 $1,814,362 $2,229,605 $2,328,972 $1,042,675 $1,178,192
Income before income
taxes(1)......................... $ 132,523 $ 160,432 $ 230,966 $ 337,889 $ 347,318 $ 152,810 $ 155,536
Net income.......................... $ 84,704 $ 101,566 $ 145,943 $ 213,673 $ 219,887 $ 97,004 $ 98,279
Other Financial Data:
Depreciation and
amortization..................... $ 6,095 $ 7,514 $ 8,528 $ 9,356 $ 10,495 $ 5,363 $ 5,928
Interest incurred................... $ 39,801 $ 52,914 $ 60,275 $ 79,245 $ 90,331 $ 45,242 $ 51,031
Ratio of earnings to
fixed charges(2)................. 4.17x 3.75x 4.56x 4.94x 4.49x 3.98x 3.58x

Housing Data:
Number of homes closed.............. 3,099 3,555 3,945 4,358 4,430 2,065 2,145
Sales value of homes
closed........................... $1,206,290 $1,438,171 $1,762,930 $2,180,469 $2,279,261 $1,021,813 $1,158,863
Number of homes
contracted(3).................... 3,387 3,845 4,418 4,366 5,113 2,634 2,733
Sales value of homes
contracted(3).................... $1,383,093 $1,640,990 $2,149,366 $2,173,938 $2,748,171 $1,387,424 1,512,713

At April 30,
At October 31, (unaudited)
-------------------------------------------------------------- -----------------------
1998 1999 2000 2001 2002 2002 2003
-------- ---------- ---------- ---------- ---------- ---------- ----------

Number of homes in
backlog(3)......................... 1,892 2,381 2,779 2,727 3,366 3,271 3,937
Sales value of homes in
backlog(3)......................... $814,714 $1,067,685 $1,434,946 $1,411,374 $1,866,294 $1,769,197 $2,214,841
Homesites
Owned................................ 15,578 23,163 22,275 25,981 25,822 24,565 26,313
Controlled........................... 14,803 11,268 10,843 13,165 15,022 14,063 16,555
-------- ---------- ---------- ---------- ---------- ---------- ----------
Total............................. 30,381 34,431 33,118 39,146 40,844 38,628 42,868
======== ========== ========== ========== ========== ========== ==========

- ---------------

(2) For purposes of computing the ratio of earnings to fixed charges,
earnings consist of income before income taxes plus interest expense and
fixed charges except interest incurred. Fixed charges consist of interest
incurred, whether expensed or capitalized, one-third of rent expense that
is representative of the interest factor and amortization of debt
discount and issuance costs. The pro forma ratio of earnings to fixed
charges would be 4.06x for the year ended October 31, 2002 and 3.61x for
the six months ended April 30, 2003 assuming that the $300 million
principal amount of old notes and the $150 million principal amount of
the 8.25% Senior Subordinated Notes due 2011 issued in November 2001 were
outstanding as of November 1, 2001, and assuming that the $100 million
principal amount of 8 3/4% Senior Subordinated Notes due 2006 were paid
as of October 31, 2001.

(3) New contracts for fiscal 2001 and 2002 included $15.4 million (52 homes)
and $13.7 million (43 homes), respectively, from an unconsolidated 50%
owned joint venture. Backlog consists of homes which were under contract
but not closed at the end of the period. Backlog at October 31, 2001 and
2002 included $7.8 million (25 homes) and $7.5 million (24 homes),
respectively, from this joint venture. New contracts for the six months
ended April 30, 2002 and 2003 included $4.6 million (14 homes) and $5.5
million (18 homes), respectively, from this joint venture. Backlog at April
30, 2002 and 2003 included $4.6 million (14 homes) and $7.7 million (25
homes), respectively, from this joint venture.

THE GUARANTORS

The guarantors comprise substantially all of our wholly-owned homebuilding
subsidiaries and each is a guarantor under our bank credit facilities. Non-
homebuilding subsidiaries engage in ancillary businesses such as mortgage,
title insurance, security monitoring, internet access and insurance. The
guarantors consist of: Toll Brothers, Inc., Amwell Chase, Inc., BBCC
Investments, Inc., Brentwood Investments I, Inc., Bunker Hill Estates, Inc.,
Chesterbrooke, Inc., Connecticut Land Corp., Daylesford Development Corp.,
Eastern States Engineering, Inc., Edmunds-Toll Construction Company, Fairway
Valley, Inc., First Brandywine Finance Corp., First Brandywine Investment
Corp. II, First Brandywine Investment Corp. III, First Huntingdon Finance
Corp., Franklin Farms G.P., Inc., Frenchman's Reserve Country Club, Inc., HQZ
Acquisitions, Inc., MA Limited Land Corporation, Maple Point, Inc., Maryland
Limited Land Corporation, Mizner Country Club, Inc., Polekoff Farm, Inc.,
Silverman Development Company, Inc., SH Homes Corporation, SI Investment
Corporation, Springfield Chase, Inc., Stewarts Crossing, Inc., Tampa Realty
Associates, Inc., TB Proprietary Corp., TB Proprietary LP, Inc., Tenby Hunt,
Inc., The Silverman Building Companies, Inc., Toll AZ GP Corp., Toll Bros.,
Inc. (PA), Toll Bros., Inc. (DE), Toll Bros., Inc. (TX), Toll Bros. of
Arizona, Inc., Toll Bros. of North Carolina, Inc., Toll Bros. of North
Carolina II, Inc., Toll Bros. of North Carolina III, Inc., Toll Bros. of
Tennessee, Inc., Toll Brothers Real Estate, Inc., Toll CA GP Corp., Toll CO GP
Corp., Toll Corp., Toll Finance Corp., Toll FL GP Corp., Toll Holdings, Inc.,
Toll IL GP Corp., Toll Land Corp. No. 6, Toll Land Corp. No. 10, Toll Land
Corp. No. 20, Toll Land Corp. No. 43, Toll Land Corp. No. 45, Toll Land Corp.
No. 46, Toll Land Corp. No. 47, Toll Land Corp. No. 48, Toll Land Corp. No.
49, Toll Land Corp. No. 50, Toll Land Corp. No. 51, Toll Land Corp. No. 52,
Toll Land Corp. No. 53, Toll Land Corp. No. 55, Toll Land Corp. No. 56, Toll
Land Corp. No. 58, Toll Land Corp. No. 59, Toll Land Corp. No. 60, Toll
Management AZ Corp., Toll Management VA Corp., Toll MI GP Corp., Toll NH GP
Corp., Toll NJX-I Corp., Toll NJX-II Corp., Toll NV GP Corp., Toll NC GP
Corp., Toll OH GP Corp., Toll PA GP Corp., Toll PA II GP Corp., Toll
Peppertree, Inc., Toll Philmont Corporation, Toll Realty Holdings Corp. I,
Toll Realty Holdings Corp. II, Toll Realty Holdings Corp. III, Toll RI GP
Corp., Toll SC GP Corp., Toll TN GP Corp., Toll TX GP Corp., Toll VA GP Corp.,
Toll VA Member Two, Inc., Toll Wood Corporation, Toll YL, Inc.,

Valley Forge Conservation Holding GP Corp., Warren Chase, Inc., Windsor
Development Corp., Afton Chase, L.P., Audubon Ridge, L.P., BBCC Golf, L.P.,
BBCC Investments, LP, Beaumont Chase, L.P., Belmont Land, L.P., Bennington
Hunt, L.P., Bernards Chase, L.P., Binks Estates Limited Partnership, The Bird
Estate Limited Partnership, Blue Bell Country Club, L.P., Branchburg Ridge,
L.P., Brandywine River Estates, L.P., Brass Castle Estates, L.P., Brentwood
Investments, L.P., Bridle Estates, L.P., Broad Run Associates, L.P.,
Buckingham Woods, L.P., Bucks County Country Club, L.P., CC Estates Limited
Partnership, Calabasas View, L.P., Charlestown Hills, L.P., Cheltenham Estates
Limited Partnership, Chesterbrooke Limited Partnership, Chesterfield Hunt,
L.P., Cobblestones at Thornbury, L.P., Cold Spring Hunt, L.P., Coleman-Toll
Limited Partnership, Concord Chase, L.P., Cortlandt Chase, L.P., Delray
Limited Partnership, Dolington Estates, L.P., Dominion Country Club, L.P.,
Eagle Farm Limited Partnership, Edmunds-Toll Limited Partnership, Eldorado
Country Estates, L.P., Estates at Autumnwood, L.P., The Estates at Brooke
Manor Limited Partnership, Estates at Coronado Pointe, L.P., The Estates at
Potomac Glen Limited Partnership, Estates at Princeton Junction, L.P., Estates
at Rivers Edge, L.P., Estates at San Juan Capistrano, L.P., The Estates at
Summit Chase, L.P., Fairfax Investment, L.P., Fairfax Station Hunt, L.P., Fair
Lakes Chase, L.P., Fairway Mews Limited Partnership, Farmwell Hunt, L.P.,
First Brandywine Partners, L.P., Franklin Oaks Limited Partnership, Freehold
Chase, L.P., Great Falls Hunt, L.P., Great Falls Woods, L.P., Greens at
Waynesborough, L.P., Greenwich Chase, L.P., Greenwich Station, L.P., Hockessin
Chase, L.P., Holland Ridge, L.P., Holliston Hunt Limited Partnership, Hopewell
Hunt, L.P., Huckins Farm Limited Partnership, Hunter Mill, L.P., Hunterdon
Chase, L.P., Hunterdon Ridge, L.P., Huntington Estates Limited Partnership,
Hurley Ridge Limited Partnership, Independence Hill, L.P., Kensington Woods
Limited Partnership, Knolls of Birmingham, L.P., Lakeridge, L.P., Lakeway
Hills Properties, L.P., Laurel Creek, L.P., Loudoun Valley Associates, L.P.,
Mallard Lakes, L.P., Manalapan Hunt, L.P., Maple Creek Limited Partnership,
Marshallton Chase, L.P., Mill Road Estates, L.P., Montgomery Chase, L.P.,
Montgomery Oaks, L.P., Moorestown Hunt, L.P., Mount Kisco Chase, L.P., NC
Country Club Estates Limited Partnership, Newport Ridge Limited Partnership,
Newtown Chase Limited Partnership, Northampton Crest, L.P., Northampton
Preserve, L.P., Patriots, L.P., The Preserve Limited Partnership, The Preserve
at Annapolis Limited Partnership, The Preserve at Boca Raton Limited
Partnership, Preston Village Limited Partnership, Princeton Hunt, L.P.,
Providence Limited Partnership, Providence Hunt, L.P., Providence Plantation
Limited Partnership, Regency at Dominion Valley, L.P., River Crossing, L.P.,
Rolling Greens, L.P., Rose Hollow Crossing Associates, Rose Tree Manor, L.P.,
Seaside Estates Limited Partnership, Shrewsbury Hunt Limited Partnership,
Silverman-Toll Limited Partnership, Somers Chase, L.P., Somerset Development
Limited Partnership, South Riding, L.P., South Riding Partners, L.P.,
Southlake Woods, L.P., Southport Landing Limited Partnership, Springton
Pointe, L.P., Stone Mill Estates, L.P., Stoney Ford Estates, L.P., Swedesford
Chase, L.P., TBI/Heron Bay Limited Partnership, TBI/Naples Limited
Partnership, TBI/Palm Beach Limited Partnership, TB Proprietary, L.P., Tenby
Hunt, L.P., Thornbury Knoll, L.P., Timber Ridge Investment Limited
Partnership, Toll at Brier Creek Limited Partnership, Toll at Daventry Park,
L.P., Toll at Payne Ranch, L.P., Toll at Potomac Woods L.P., Toll at Princeton
Walk, L.P., Toll at Westlake, L.P., Toll at Whippoorwill, L.P., Toll Bros. of
Tennessee, L.P., Toll Brothers Maryland II Limited Partnership, Toll CA, L.P.,
Toll CA II, L.P., Toll CA III, L.P., Toll CA IV, L.P., Toll CA V, L.P., Toll
CA VI, L.P., Toll CO, L.P., Toll CT Limited Partnership, Toll CT II Limited
Partnership, Toll CT Westport Limited Partnership,
Toll-Dublin, L.P., Toll Estero Limited Partnership, Toll FL Limited
Partnership, Toll Ft. Myers Limited Partnership, Toll IL, L.P., Toll IL II,
L.P., Toll IL III, L.P., Toll IL HWCC, L.P., Toll Land Limited Partnership,
Toll Land IV Limited Partnership, Toll Land V Limited Partnership, Toll Land
VI Limited Partnership, Toll Land VII Limited Partnership, Toll Land VIII
Limited Partnership, Toll Land IX Limited Partnership, Toll Land X Limited
Partnership, Toll Land XI Limited Partnership, Toll Land XII Limited
Partnership, Toll Land XIII Limited Partnership, Toll Land XIV Limited
Partnership, Toll Land XV Limited Partnership, Toll Land XVI Limited
Partnership, Toll Land XVII Limited Partnership, Toll Land XVIII Limited
Partnership, Toll Land XIX Limited Partnership, Toll Land XX Limited
Partnership, Toll Land XXI Limited Partnership, Toll Land XXII Limited
Partnership, Toll Land XXIII Limited Partnership, Toll Land XXV Limited
Partnership, Toll Land XXVI Limited Partnership, Toll Land XXVII Limited
Partnership, Toll MD Limited Partnership, Toll MD II Limited Partnership, Toll
MD III Limited Partnership, Toll MD IV Limited Partnership, Toll MI Limited
Partnership, Toll MI II Limited Partnership, Toll MI III Limited Partnership,
Toll Naples Limited Partnership, Toll Naval Associates, Toll NH Limited
Partnership, Toll NJ, L.P., Toll NJ II, L.P., Toll NJ III, L.P., Toll NJ IV,
L.P., Toll NJ V, L.P., Toll NJ VI, L.P., Toll Northville

Limited Partnership, Toll Northville Golf Limited Partnership, Toll NV Limited
Partnership, Toll PA, L.P., Toll PA II, L.P., Toll PA III, L.P., Toll PA IV,
L.P., Toll PA V, L.P., Toll PA VI, L.P., Toll PA VII, L.P., Toll Peppertree,
L.P., Toll Reston Associates, L.P., Toll RI, L.P., Toll RI II, L.P., Toll SC,
L.P., Toll SC II, L.P., Toll TX, L.P., Toll TX II, L.P., Toll VA, L.P., Toll
VA II, L.P., Toll VA IV, L.P., Toll VA V, L.P., Toll Venice Limited
Partnership, Toll YL, L.P., Toll YL II, L.P., Trumbull Hunt Limited
Partnership, Uwchlan Woods, L.P., Valley Forge Conservation Holding, L.P.,
Valley Forge Woods, L.P., Valley View Estates Limited Partnership, Village
Partners, L.P., Waldon Preserve Limited Partnership, Warwick Greene, L.P.,
Warwick Woods, L.P., Washington Greene Development, L.P., West Amwell Limited
Partnership, Whiteland Woods, L.P., Wichita Chase, L.P., Willowdale Crossing,
L.P., Wilson Concord, L.P., Woodbury Estates, L.P., The Woods at Highland
Lakes, L.P., The Woods at Long Valley, L.P., The Woods at Muddy Branch Limited
Partnership, Wrightstown Hunt, L.P., Yardley Estates, L.P., Belmont Country
Club I LLC, Belmont Country Club II LLC, Big Branch Overlook L.L.C., Brier
Creek Country Club I LLC, Brier Creek Country Club II LLC, C.B.A.Z.
Construction Company LLC, C.B.A.Z. Holding Company LLC, Creeks Farm L.L.C.,
Dominion Valley Country Club I LLC, Dominion Valley Country Club II LLC, ELB
Investments I LLC, ELB Investments II LLC, FC Investments I LLC, FC
Investments II LLC, Feys Property LLC, First Brandywine LLC I, First
Brandywine LLC II, Frenchman's Reserve Realty, LLC, Golf I Country Club
Estates at Moorpark LLC, Golf II Country Club Estates at Moorpark LLC, High
Pointe at Hopewell, LLC, Hunt's Bluff LLC, Long Meadows TBI, LLC, Martin
County Improvement Association LLC, Mizner Realty, L.L.C., Mountain View
Country Club I LLC, Mountain View Country Club II LLC, Naples Lakes Country
Club, L.L.C., Naples TBI Realty, LLC, Northville Hills Golf Club LLC, Nosan &
Silverman Homes LLC, Palm Cove Golf & Yacht Club I LLC, Palm Cove Golf & Yacht
Club II LLC, Palm Cove Marina I LLC, Palm Cove Marina II LLC, Regency at
Denville, LLC, Regency at Dominion Valley LLC, The Regency Golf Club I LLC,
The Regency Golf Club II LLC, RiverCrest Sewer Company, LLC, Sapling Ridge,
LLC, South Riding Realty LLC, SR Amberlea LLC, Toll Brothers Realty Michigan
II LLC, Toll Cedar Hunt LLC, Toll DE X, LLC, Toll-Dublin, LLC, Toll Equipment,
L.L.C., Toll NJ I, L.L.C., Toll NJ II, L.L.C., Toll Realty L.L.C., Toll Reston
Associates, L.L.C., Toll VA L.L.C., Toll VA II L.L.C., Virginia Construction
Co. I, LLC, and Virginia Construction Co. II, LLC.

Certain other subsidiaries of Toll Brothers, Inc. which had guaranteed the
old notes at the time of their issuance have since been merged into other
guarantor entities, dissolved or are not guarantors entities under the bank
credit facilities and will not be guarantors of the exchange notes. Certain
other subsidiaries which had not guaranteed the old notes at the time of
issuance will guarantee the exchange notes.

DESCRIPTION OF OTHER INDEBTEDNESS

The following is a brief summary of some of the important terms and
conditions, including financial covenants, of our other material indebtedness.
If we fail to comply with any of these financial covenants, the trustees or the
banks, as appropriate, could cause the indebtedness to become due and payable
before maturity. In addition, each of the indentures governing the senior notes
and the senior subordinated notes of Toll Corp., as well as the terms and
conditions of our bank credit facilities, contain cross default provisions
which, in general, have the effect that a default under any one of these
instruments will constitute a default under all of them. At April 30, 2003, the
aggregate amount of borrowings outstanding under the senior notes, the senior
subordinated notes of Toll Corp. and the bank credit facilities was
approximately $1.23 billion.

Revolving Credit Facility

We have a $575 million revolving credit facility with 16 banks which extends
through March 2006. The revolving credit agreement includes financial
covenants related to the maximum leverage ratio (as defined in the agreement)
we may have, which is not permitted to exceed 2.00 to 1.00, and the
maintenance of a minimum tangible net worth (as defined in the agreement)
which, at April 30, 2003, was required to exceed approximately $782 million.
At April 30, 2003, we had a leverage ratio of approximately .704 to 1.00 and a
tangible net worth of approximately $1.19 billion.

Term Loan

We have a $222.5 million term loan with nine banks which extends to July
2005. The term loan agreement includes financial covenants related to the
maximum leverage ratio (as defined in the agreement) we may have, which is not
permitted to exceed 2.25 to 1.00, and the maintenance of a minimum tangible
net worth (as defined in the agreement) which, at April 30, 2003, was required
to exceed approximately $605 million. At April 30, 2003, we had a leverage
ratio of approximately .701 to 1.00 and a tangible net worth of approximately
$1.20 billion.

Senior Subordinated Notes

We have five issues of senior subordinated notes currently outstanding: 7 3/
4% Senior Subordinated Notes due 2007, 8 1/8% Senior Subordinated Notes due
2009, 8% Senior Subordinated Notes due 2009, 8 1/4% Senior Subordinated Notes
due 2011 and 8.25% Senior Subordinated Notes due 2011. At April 30, 2003, we
had an aggregate of $720 million of these senior subordinated notes
outstanding. Each issue of senior subordinated notes was issued for ten years
and is redeemable in whole or in part at our option at various prices on or
after the fifth anniversary of each issue's issuance. Under the terms of the
indentures covering the senior subordinated notes, we are required to maintain
a minimum consolidated net worth of $55 million. At April 30, 2003, our
consolidated net worth was $1.22 billion. All of these notes are unsecured
senior subordinated obligations and rank junior to all of our senior debt.

THE EXCHANGE OFFER

As used in this "The Exchange Offer" section, all references to "we," "us,"
"our" and all similar references are to Toll Brothers Finance Corp.

As of the date of this prospectus, $300 million in principal amount of the
old notes is outstanding. This prospectus, together with the letter of
transmittal, is first being sent to holders on ________________, 2003.

Purpose of the Exchange Offer

We issued the old notes on November 22, 2002 in a transaction exempt from
the registration requirements of the Securities Act of 1933 (the "Securities
Act"). Accordingly, the old notes may not be reoffered, resold, or otherwise
transferred unless so registered or unless an applicable exemption from the
registration and prospectus delivery requirements of the Securities Act is
available.

In connection with the sale of the old notes, we entered into a registration
rights agreement, which requires us to:

o file a registration statement with the Securities and Exchange
Commission (the "Commission") relating to the exchange offer on or
prior to 120 days after the date of issuance of the old notes;

o use our reasonable efforts to cause the registration statement relating
to the exchange offer to become effective under the Securities Act
within 235 days after the date of issuance of the old notes; and

o use our reasonable best efforts to complete the exchange offer no later
than 35 days after the exchange offer registration statement becomes
effective.

We are making the exchange offer to satisfy our obligations under the
registration rights agreement. Other than pursuant to the registration rights
agreement, we are not required to file any registration statement to register
any outstanding old notes. Holders of old notes who do not tender their old
notes or whose old notes are tendered but not accepted in the exchange offer
must rely on an exemption from the registration requirements under the
securities laws, including the Securities Act, if they wish to sell their old
notes.

We are making the exchange offer in reliance on the position of the staff of
the Commission as set forth in interpretive letters addressed to third parties
in other transactions. However, we have not sought our own interpretive letter
and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in interpretive
letters to third parties. Based on these interpretations by the staff, we
believe that the exchange notes issued in the exchange offer in exchange for
old notes may be offered for resale, resold and otherwise transferred by a
holder other than any holder who is a broker-dealer or an "affiliate" of ours
within the meaning of Rule 405 of the Securities Act, without further
compliance with the registration and prospectus delivery requirements of the
Securities Act, provided that:

o the exchange notes are acquired in the ordinary course of the holder's
business;

o the holder has no arrangement or understanding with any person to
participate in the distribution of the exchange notes; and

o the holder is not engaged in, and does not intend to engage in a
distribution of the exchange notes.

For additional information, see the discussion in this section under the
subheading "Resale of Exchange Notes."

If you tender in the exchange offer for the purpose of participating in a
distribution of the exchange notes, or if you are a broker-dealer who
purchased the old notes from us for resale pursuant to Rule 144A or any other
available exemption under the Securities Act, you cannot rely on the
interpretations by the staff of the Commission stated in these no-action
letters. Instead, you must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any sale or
transfer, unless an exemption from these requirements is otherwise available.

Further, each broker-dealer that receives the exchange notes for its own
account in exchange for the old notes, where the broker-dealer acquired the
old notes as a result of market-making or other trading activities, must
acknowledge in a letter of transmittal that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale
of those exchange notes. The letter of transmittal states that by making this
acknowledgment and delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
We have agreed that this prospectus may be used by a broker-dealer for any
resale of exchange notes issued to it in the exchange offer for a period of
270 days after the expiration date of the exchange offer. We have the right,
under limited circumstances, to suspend the use of this prospectus by broker-
dealers, in which case the 270-day period would be extended by a number of
days equal to the period of suspension. See "Plan of Distribution."

Terms of the Exchange

We are offering to exchange, subject to the conditions described in this
prospectus and in the letter of transmittal accompanying this prospectus, $300
million in aggregate principal amount of our 6.875% senior notes due 2012 that
have been registered under the Securities Act for a like principal amount of
our outstanding unregistered 6.875% senior notes due 2012. The terms of the
exchange notes are identical in all material respects to the terms of the old
notes, except that:

o the exchange notes will have been registered under the Securities Act
of 1933, will not contain transfer restrictions, and will not bear
legends restricting their transfer;

o the exchange notes will not contain terms providing for the payment of
additional interest under circumstances relating to our obligation to
file and cause to be effective a registration statement;

o the exchange notes will be represented by one or more global notes in
book entry form unless exchanged for notes in definitive certificated
form under the limited circumstances described under "Description of
the Exchange Notes - Global Notes and Book-Entry System"; and

o the exchange notes will be issuable in denominations of $1,000 and
integral multiples thereof.

The exchange notes will generally be freely transferable by holders of the
exchange notes and will not be subject to the terms of the registration rights
agreement. The exchange notes will evidence the same indebtedness as the old
notes exchanged therefor and will be entitled to the benefits of the
indenture. For additional information, see the section "Description of
Exchange Notes" in this prospectus.

The exchange offer is not conditioned upon the tender of any minimum
principal amount of old notes.

The exchange notes will accrue interest from the last interest payment date
on which interest was paid on the old notes or, if no interest was paid on the
old notes, from the date of issuance of the old notes, which was on November
22, 2002. Holders whose old notes are accepted for exchange will be deemed to
have waived the right to receive any interest accrued on the old notes.

Tendering holders of the old notes will not be required to pay brokerage
commissions or fees or, transfer taxes, except as specified in the
instructions in the letter of transmittal, with respect to the exchange of the
old notes in the exchange offer.

Expiration Date; Extension; Termination; Amendment

The exchange offer will expire at 5:00 p.m., New York City time, on
___________, 2003, unless we, in our sole discretion, have extended the period
of time for which the exchange offer is open. The time and date, as it may be
extended, is referred to herein as the "expiration date." The expiration date
will be at least 20 business days after the commencement of the exchange offer
in accordance with Rule 14e-1(a) under the Exchange Act. We expressly reserve
the right, at any time or from time to time, to extend the period of time
during which the exchange offer is open, and thereby delay acceptance for
exchange of any old notes. We will extend the expiration date by giving oral
or written notice of the extension to the exchange agent and by timely public
announcement no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date. During the extension, all
old notes previously tendered will remain subject to the exchange offer unless
properly withdrawn.

We expressly reserve the right to:

o terminate or amend the exchange offer and not to accept for exchange
any old notes not previously accepted for exchange upon the occurrence
of any of the events specified in this section under the subheading
"Certain Conditions to the Exchange Offer" which have not been waived
by us; and

o amend the terms of the exchange offer in any manner which, in our good
faith judgment, is advantageous to the holders of the old notes,
whether before or after any tender of the old notes.

If any termination or amendment occurs, we will notify the exchange agent
and will either issue a press release or give oral or written notice to the
holders of the old notes as promptly as practicable.

For purposes of the exchange offer, a "business day" means any day other
than Saturday, Sunday or a date on which banking institutions are required or
authorized by New York State law to be closed, and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time. Unless we
terminate the exchange offer prior to 5:00 p.m., New York City time, on the
expiration date, we will exchange the exchange notes for the old notes
promptly following the expiration date.

Procedures For Tendering Old Notes

Our acceptance of old notes tendered by a holder will constitute a binding
agreement between the tendering holder and us upon the terms and subject to
the conditions described in this prospectus and in the accompanying letter of
transmittal. All references in this prospectus to the letter of transmittal
are deemed to include a facsimile of the letter of transmittal.

A holder of old notes may tender the old notes by:

o properly completing and signing the letter of transmittal;

o properly completing any required signature guarantees;

o properly completing any other documents required by the letter of
transmittal; and

o delivering all of the above, together with the certificate or
certificates representing the old notes being tendered, to the exchange
agent at its address set forth below at or prior to 5:00 p.m., New York
City time on the expiration date; or

o complying with the procedure for book-entry transfer described below;
or

o complying with the guaranteed delivery procedures described below.

The method of delivery of old notes, letters of transmittal and all other
required documents is at the election and risk of the holders. If the delivery
is by mail, it is recommended that registered mail properly insured, with
return receipt requested, be used. In all cases, sufficient time should be
allowed to ensure timely delivery. Holders should not send old notes or
letters of transmittal to us.

The signature on the letter of transmittal need not be guaranteed if:

o tendered old notes are registered in the name of the signer of the
letter of transmittal; and

o the exchange notes to be issued in exchange for the old notes are to be
issued in the name of the holder; and

o any untendered old notes are to be reissued in the name of the holder.

In any other case, the tendered old notes must be:

o endorsed or accompanied by written instruments of transfer in form
satisfactory to us;

o duly executed by the holder; and

o the signature on the endorsement or instrument of transfer must be
guaranteed by a bank, broker, dealer, credit union, savings
association, clearing agency or other institution, each an "eligible
institution" that is a member of a recognized signature guarantee
medallion program within the meaning of Rule 17Ad-15 under the Exchange
Act.

If the exchange notes and/or old notes not exchanged are to be delivered to
an address other than that of the registered holder appearing on the note
register for the old notes, the signature in the letter of transmittal must be
guaranteed by an eligible institution.

The exchange agent will make a request within two business days after the
date of receipt of this prospectus to establish accounts with respect to the
old notes at The Depository Trust Company, the
"book-entry transfer facility," for the purpose of facilitating the exchange
offer. We refer to the Depository Trust Company in this prospectus as "DTC."
Subject to establishing the accounts, any financial institution that is a
participant in the book-entry transfer facility's system may make book-entry
delivery of old notes by causing the book-entry transfer facility to transfer
the old notes into the exchange agent's account with respect to the old notes
in accordance with the book-entry transfer facility's procedures for the
transfer. Although delivery of old notes may be effected through book-entry
transfer into the exchange agent's account at the book-entry transfer
facility, an appropriate letter of transmittal with any required signature
guarantee and all other required documents, or an agent's message, must in
each case be properly transmitted to and received or confirmed by the exchange
agent at its address set forth below prior to the expiration date, or, if

the guaranteed delivery procedures described below are complied with, within
the time period provided under such procedures.

The exchange agent and DTC have confirmed that the exchange offer is
eligible for the DTC Automated Tender Offer Program. We refer to the Automated
Tender Offer Program in this prospectus as "ATOP." Accordingly, DTC
participants may, in lieu of physically completing and signing the letter of
transmittal and delivering it to the exchange agent, electronically transmit
their acceptance of the exchange offer by causing DTC to transfer old notes to
the exchange agent in accordance with DTC's ATOP procedures for transfer. DTC
will then send an agent's message.

The term "agent's message" means a message which:

o is transmitted by DTC;

o received by the exchange agent and forming part of the book-entry
transfer;

o states that DTC has received an express acknowledgment from a
participant in DTC that is tendering old notes which are the subject of
the book-entry transfer;

o states that the participant has received and agrees to be bound by all
of the terms of the letter of transmittal; and

o states that we may enforce the agreement against the participant.

If a holder desires to accept the exchange offer and time will not permit a
letter of transmittal or old notes to reach the exchange agent before the
expiration date or the procedure for book-entry transfer cannot be completed
on a timely basis, the holder may effect a tender if the exchange agent has
received at its address set forth below on or prior to the expiration date, a
letter, telegram or facsimile transmission, and an original delivered by
guaranteed overnight courier, from an eligible institution setting forth:

o the name and address of the tendering holder;

o the names in which the old notes are registered and, if possible, the
certificate numbers of the old notes to be tendered; and

o a statement that the tender is being made thereby and guaranteeing that
within three business days after the expiration date, the old notes in
proper form for transfer, or a confirmation of book-entry transfer of
such old notes into the exchange agent's account at the book-entry
transfer facility and an agent's message, will be delivered by the
eligible institution together with a properly completed and duly
executed letter of transmittal and any other required documents.

Unless old notes being tendered by the above-described method are deposited
with the exchange agent, a tender will be deemed to have been received as of
the date when:

o the tendering holder's properly completed and duly signed letter of
transmittal, or a properly transmitted agent's message, accompanied by
the old notes or a confirmation of book-entry transfer of the old notes
into the exchange agent's account at the book-entry transfer facility
is received by the exchange agent; or

o a notice of guaranteed delivery or letter, telegram or facsimile
transmission to similar effect from an eligible institution is received
by the exchange agent.

Issuances of exchange notes in exchange for old notes tendered pursuant to a
notice of guaranteed delivery or letter, telegram or facsimile transmission to
similar effect by an eligible institution will be made only against deposit of
the letter of transmittal and any other required documents and the tendered
old notes or a confirmation of book-entry and an agent's message.

All questions as to the validity, form, eligibility, including time of
receipt, and acceptance of old notes tendered for exchange will be determined
by us in our sole discretion, which determination will be final and binding.
We reserve the absolute right to reject any and all tenders of any old notes
not properly tendered or not to accept any old notes which acceptance might,
in our judgment or the judgment of our counsel, be unlawful. We also reserve
the absolute right to waive any defects or irregularities or conditions of the

exchange offer as to any old notes either before or after the expiration date,
including the right to waive the ineligibility of any holder who seeks to
tender old notes in the exchange offer. The interpretation of the terms and
conditions of the exchange offer, including the letter of transmittal and the
instructions contained in the letter of transmittal, by us will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of old notes for exchange must be cured within such
reasonable period of time as we determine. Neither we, the exchange agent nor
any other person has any duty to give notification of any defect or
irregularity with respect to any tender of old notes for exchange, nor will
any of us incur any liability for failure to give such notification.

If the letter of transmittal is signed by a person or persons other than the
registered holder or holders of old notes, the old notes must be endorsed or
accompanied by appropriate powers of attorney, in either case signed exactly
as the name or names of the registered holder or holders appear on the old
notes.

If the letter of transmittal or any old notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
us, such persons must submit proper evidence satisfactory to us of their
authority to so act.

By tendering, each holder represents to us that, among other things:

o the exchange notes acquired pursuant to the exchange offer are being
acquired in the ordinary course of business of the holder;

o the holder is not participating, does not intend to participate, and
has no arrangement or understanding with any person to participate, in
the distribution of the exchange notes; and

o the holder is not an "affiliate" of ours within the meaning of Rule 405
of the Securities Act.

Each broker-dealer that receives exchange notes for its own account in
exchange for old notes, where the broker-dealer acquired the old notes as a
result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
the exchange notes. For additional information, see the section "Plan of
Distribution" in this prospectus.

Terms and Conditions of the Letter of Transmittal

The letter of transmittal contains, among other things, the following terms
and conditions, which are part of the exchange offer.

The party tendering old notes for exchange exchanges, assigns and transfers
the old notes to us and irrevocably constitutes and appoints the exchange
agent as the party's agent and attorney-in-fact to cause the old notes to be
assigned, transferred and exchanged. We refer to the party tendering notes
herein as the "transferor." The transferor represents and warrants that the
transferor has full power and authority to tender, exchange, assign and
transfer the old notes and to acquire exchange notes issuable upon the
exchange of the tendered old notes, and that, when the same are accepted for
exchange, we will acquire good and unencumbered title to the tendered old
notes, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The transferor also warrants that the
transferor will, upon request, execute and deliver any additional documents
deemed by the exchange agent or us to be necessary or desirable to complete
the exchange, assignment and transfer of tendered old notes or transfer
ownership of the old notes on the account books maintained by a book-entry
transfer facility. The transferor further agrees that acceptance of any
tendered old notes by us and the issuance of exchange notes in exchange for
old notes will constitute performance in full by us of various of our
obligations under the registration rights agreement. All authority conferred
by the transferor will survive the death or incapacity of the transferor and
every obligation of the transferor will be binding upon the heirs, legal
representatives, successors, assigns, executors and administrators of the
transferor.

The transferor certifies that the transferor: is not an "affiliate" of ours
within the meaning of Rule 405 under the Securities Act; is acquiring the
exchange notes offered hereby in the ordinary course of the transferor's
business; and has no arrangement with any person to participate in the
distribution of the exchange notes.

Each holder, other than a broker-dealer, must acknowledge that the holder is
not engaged in, and does not intend to engage in, a distribution of the
exchange notes. Each transferor which is a broker-dealer receiving the
exchange notes for its own account must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. By so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

Withdrawal Rights

Tenders of old notes may be withdrawn at any time before 5:00 p.m. New York
City time, on the expiration date.

For a withdrawal to be effective, a written notice of withdrawal sent by
telex, facsimile transmission, or letter must be received by the exchange
agent at the address set forth in this prospectus before 5:00 p.m. New York
City time, on the expiration date. Any notice of withdrawal must:

o specify the name of the person having tendered the old notes to be
withdrawn;

o identify the old notes to be withdrawn, including the certificate
number or numbers and principal amount of such old notes;

o include a statement that the holder is withdrawing the holder's
election to have the old notes exchanged;

o be signed by the holder in the same manner as the original signature on
the letter of transmittal by which the old notes were tendered or as
otherwise described above, including any required signature guarantees,
or be accompanied by documents of transfer sufficient to have the
trustee under the indenture register the transfer of the old notes into
the name of the person withdrawing the tender; and

o specify the name in which any such old notes are to be registered, if
different from that of the person who tendered the old notes.

The exchange agent will return the properly withdrawn old notes promptly
following receipt of the notice of withdrawal. If old notes have been tendered
pursuant to the procedure for book-entry transfer, any notice of withdrawal
must specify the name and number of the account at the book-entry transfer
facility to be credited with the withdrawn old notes or otherwise comply with
the book-entry transfer facility procedure. All questions as to the validity
of notices of withdrawals, including time of receipt, will be determined by us
and our determination will be final and binding on all parties.

Any old notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the exchange offer. Any old notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the holder without cost to the holder. In the case of old notes
tendered by book-entry transfer into the exchange agent's account at the book-
entry transfer facility pursuant to the
book-entry transfer procedures described above, the old notes will be credited
to an account with the
book-entry transfer facility specified by the holder. In either case, the old
notes will be returned promptly after withdrawal, rejection of tender or
termination of the exchange offer. Properly withdrawn old notes may be
retendered by following one of the procedures described in this section under
the subheading "Procedures for Tendering Old Notes" at any time before the
expiration date.

Acceptance of Old Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, on the expiration date, all old notes properly tendered and
not validly withdrawn and will issue or cause to be issued the exchange notes
promptly after such acceptance. See the discussion in this section under the
subheading "Certain Conditions to the Exchange Offer" for more detailed
information. For purposes of the exchange offer, we will be deemed to have
accepted properly tendered old notes for exchange when, and if, we have given
oral or written notice of our acceptance to the exchange agent.

For each old note accepted for exchange, the holder of the old note will
receive an exchange note having a principal amount equal to that of the
surrendered old note.

In all cases, issuance of exchange notes for old notes that are accepted for
exchange pursuant to the exchange offer will be made only after:

o timely receipt by the exchange agent of certificates for the old notes
or a timely book-entry confirmation of the old notes into the exchange
agent's account at the book-entry transfer facility;

o a properly completed and duly executed letter of transmittal, or a
properly transmitted agent's message; and

o timely receipt by the exchange agent of all other required documents.

If any tendered old notes are not accepted for any reason described in the
terms and conditions of the exchange offer or if old notes are submitted for a
greater principal amount than the holder desires to exchange, the unaccepted
or nonexchanged old notes will be returned without expense to the tendering
holder of the old notes. In the case of old notes tendered by book-entry
transfer into the exchange agent's account at the book-entry transfer facility
pursuant to the book-entry transfer procedures described above, the
non-exchanged old notes will be credited to an account maintained with the
book-entry transfer facility. In either case, the old notes will be returned
as promptly as practicable after the expiration of the exchange offer.

Certain Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, or any extension
of the exchange offer, we will not be required to accept for exchange, or to
issue exchange notes in exchange for, any old notes and may terminate or amend
the exchange offer, by oral or written notice to the exchange agent or by a
timely press release, if, at any time before the acceptance of the old notes
for exchange or the exchange of the exchange notes for such old notes, in our
reasonable judgment any of the following conditions exist:

o any action or proceeding is instituted or threatened in any court or by
or before any governmental agency with respect to the exchange offer
which, in our judgment would reasonably be expected to impair our
ability to proceed with the exchange offer; or

o the exchange offer, or the making of any exchange by a holder, violates
applicable law or any applicable interpretation of the staff of the
Commission.

Regardless of whether any of the conditions has occurred, we may amend the
exchange offer in any manner which, in our good faith judgment, is
advantageous to holders of the old notes.

The conditions described above are for our sole benefit and may be asserted
by us regardless of the circumstances giving rise to the condition or we may
waive any condition in whole or in part at any time and from time to time in
our sole discretion. Our failure at any time to exercise any of the rights
described above will not be deemed a waiver of the right and each right will
be deemed an ongoing right which we may assert at any time and from time to
time.

If we waive or amend the conditions above, we will, if required by law,
extend the exchange offer for a minimum of five business days from the date
that we first give notice, by public announcement or otherwise, of the waiver
or amendment, if the exchange offer would otherwise expire within the five
business-day period. Any determination by us concerning the events described
above will be final and binding upon all parties.

The exchange offer is not conditioned upon any minimum principal amount of
old notes being tendered.

Exchange Agent

Bank One Trust Company, National Association has been appointed as the
exchange agent for the exchange offer. All executed letters of transmittal
should be directed to the exchange agent at one of the addresses set forth
below:

By Registered
or Certified Facsimile Transactions:
Mail: (Eligible Institutions Only) By Hand or Overnight Delivery:
----- ---------------------------- ------------------------------

Bank One (614) 248-9987 Bank One Trust Company, N.A.
Trust 1111 Polaris Parkway
Company, N.A. To Confirm by Telephone Suite N1-OH1-0184
1111 Polaris or for Information Call: Columbus, Ohio 43240
Parkway ------------------------ Attn: Exchanges
Suite N1-OH1- (800) 346-5153
0184
Columbus,
Ohio 43240
Attn:
Exchanges

You should direct questions, requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for notices of guaranteed delivery to the exchange agent at the
address and telephone number set forth in the letter of transmittal.

Delivery to an address other than as set forth on the letter of transmittal,
or transmissions of instructions via a facsimile number other than the one set
forth on the letter of transmittal, will not constitute a valid delivery.

Solicitation of Tenders; Fees and Expenses

We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We, however, will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable
out-of-pocket expenses in connection therewith. We will also pay brokerage
houses and other custodians, nominees and fiduciaries the reasonable out-of-
pocket expenses incurred by them in forwarding copies of this and other
related documents to the beneficial owners of the old notes and in handling or
forwarding tenders for their customers.

We will pay the estimated cash expenses to be incurred in connection with
the exchange offer. We estimate the expenses to be approximately $250,000,
which includes fees and expenses of the exchange agent and trustee,
registration fees, and accounting, legal, printing and related fees and
expenses.

No person has been authorized to give any information or to make any
representations in connection with the exchange offer other than those
contained in this prospectus. If given or made, such information or
representations should not be relied upon as having been authorized by us.
Neither the delivery of this prospectus nor any exchange made pursuant to this
prospectus, under any circumstances, creates any implication that there has
been no change in our affairs since the respective dates as of which
information is given in this prospectus. The exchange offer is not being made
to, and tenders will not be accepted from or on behalf of, holders of old
notes in any jurisdiction in which the making of the exchange offer or the
acceptance of the exchange offer would not be in compliance with the laws of
the jurisdiction. However, we may, at our discretion, take such action as we
may deem necessary to make the exchange offer in the jurisdiction and extend
the exchange offer to holders of old notes in the jurisdiction. In any
jurisdiction the securities laws or blue sky laws of which require the
exchange offer to be made by a licensed broker or dealer, the exchange offer
is being made on our behalf by one or more registered brokers or dealers which
are licensed under the laws of the jurisdiction.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of old
notes pursuant to the exchange offer. However, the transfer taxes will be
payable by the tendering holder if:

o certificates representing exchange notes or old notes for principal
amounts not tendered or accepted for exchange are to be delivered to,
or are to be issued in the name of, any person other than the
registered holder of the old notes tendered; or

o tendered old notes are registered in the name of any person other than
the person signing the letter of transmittal; or

o a transfer tax is imposed for any reason other than the exchange of old
notes pursuant to the exchange offer.

We will bill the amount of the transfer taxes directly to the tendering
holder if satisfactory evidence of payment of the taxes or exemption therefrom
is not submitted with the letter of transmittal.

Accounting Treatment

For accounting purposes, we will not recognize gain or loss upon the
exchange of the exchange notes for old notes. We will amortize costs incurred
in connection with the issuance of the exchange notes over the term of the
exchange notes.

Consequences of Failure To Exchange

Holders of old notes who do not exchange their old notes for exchange notes
pursuant to the exchange offer will continue to be subject to the restrictions
on transfer of the old notes as described in the legend on the old notes. Old
notes not exchanged pursuant to the exchange offer will continue to remain
outstanding in accordance with their terms. In general, the old notes may not
be offered or sold unless registered under the Securities Act, except pursuant
to an exemption from, or in a transaction not subject to, the Securities Act
and applicable state securities laws. We do not currently anticipate that we
will register the old notes under the Securities Act.

Participation in the exchange offer is voluntary, and holders of old notes
should carefully consider whether to participate. Holders of old notes are
urged to consult their financial and tax advisors in making their own decision
on what action to take.

As a result of the making of, and upon acceptance for exchange of all
validly tendered old notes pursuant to the terms of, this exchange offer, we
will have fulfilled a covenant contained in the registration rights agreement.
Holders of old notes who do not tender their old notes in the exchange offer
will continue to hold the old notes and will be entitled to all the rights and
subject to all the limitations applicable to the old notes under the
indenture, except for any rights under the registration rights agreement that
by their terms terminate or cease to have further effectiveness as a result of
the making of this exchange offer. All untendered old notes will continue to
be subject to the restrictions on transfer described in the indenture. To the
extent that old notes are tendered and accepted in the exchange offer, the
trading market for untendered old notes could be adversely affected.

We may in the future seek to acquire, subject to the terms of the indenture,
untendered old notes in open market or privately negotiated transactions,
through subsequent exchange offers or otherwise. We have no present plan to
acquire any old notes which are not tendered in the exchange offer.

Resale of Exchange Notes

We are making the exchange offer in reliance on the position of the staff of
the Commission as set forth in interpretive letters addressed to third parties
in other transactions. However, we have not sought our own interpretive letter
and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in such
interpretive letters to third parties. Based on these interpretations by the
staff, we believe that the exchange notes issued pursuant to the exchange
offer in exchange for old notes may be offered for resale, resold and
otherwise transferred by a holder, other than any holder who is a broker-
dealer or an "affiliate" of ours within the meaning of Rule 405 of the
Securities Act, without further compliance with the registration and
prospectus delivery requirements of the Securities Act, provided that:

o the exchange notes are acquired in the ordinary course of the holder's
business; and

o the holder is not participating, and has no arrangement or
understanding with any person to participate, in a distribution of the
exchange notes.

However, any holder who:

o is an "affiliate" of ours;

o has an arrangement or understanding with respect to the distribution of
the exchange notes to be acquired pursuant to the exchange offer; or

o is a broker-dealer who purchased old notes from us to resell pursuant
to Rule 144A or any other available exemption under the Securities Act,

cannot rely on the applicable interpretations of the staff and must comply
with the registration and prospectus delivery requirements of the Securities
Act. A broker-dealer who holds old notes that were acquired for its own
account as a result of market-making or other trading activities may be deemed
to be an "underwriter" within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of exchange notes. Each such broker-dealer that
receives exchange notes for its own account in exchange for old notes, where
the broker-dealer acquired the old notes as a result of market-making
activities or other trading activities, must acknowledge, as provided in the
letter of transmittal, that it will deliver a prospectus in connection with
any resale of such exchange notes. For more detailed information, see the
section "Plan of Distribution" in this prospectus.

Shelf Registration Statement

If:

o any changes in law or the applicable interpretations of the staff of
the Commission do not permit us to effect the exchange offer; or

o for any reason the exchange offer registration statement is not
declared effective within 235 days following the date of original
issuance of the old notes or the exchange offer, is not consummated
within 35 days after the exchange offer registration statement is
declared effective; or

o any holder of the old notes, other than the initial purchasers, is not
eligible to participate in the exchange offer or elects to participate
in the exchange offer but does not receive freely transferable exchange
notes; or

o any initial purchaser so requests under specified circumstances; or

o in the judgment of the holders of a majority of the old notes, the
interests of the holders of the old notes, taken as a whole, would be
materially adversely affected by consummation of the exchange offer,

we will, at our cost:

o file a shelf registration statement with the Commission no later than
(a) the 235th day after the date of original issuance of the old notes
or (b) the 35th day after such filing obligation arises, whichever is
later;

o use our best efforts to cause the shelf registration statement to be
declared effective by the Commission as promptly as practicable, but in
no event later than the 270th day after the date of original issuance
of the old notes (or 30 days after request by any initial purchaser);
and

o use our best efforts to keep the shelf registration statement
continuously effective for a period of two years after the latest date
on which old notes were originally issued or, if earlier, until all the
Registrable Notes (as defined below) covered by the shelf registration
statement are sold thereunder or cease to be Registrable Notes.

We will, in the event of the filing of a shelf registration statement,
provide to each holder of the old notes copies of the prospectus which is a
part of the shelf registration statement, notify each holder when the shelf
registration statement for the old notes has become effective and take other
actions as are required to permit unrestricted resales of the old notes. A
holder of old notes that sells the old notes pursuant to the shelf
registration statement generally:

o will be required to be named as a selling securityholder in the related
prospectus and to deliver a prospectus to purchasers;

o will be subject to some of the civil liability provisions under the
Securities Act in connection with the sales; and

o will be bound by the provisions of the registration rights agreement
which are applicable to the holder, including certain indemnification
obligations.

Additional Interest

The registration rights agreement states that if a Registration Default (as
defined below) occurs, then Toll Brothers Finance Corp. will be required to
pay additional interest to each holder of Registrable Notes. During the first
90-day period that a Registration Default occurs and is continuing, Toll
Brothers Finance Corp. will pay additional interest on the Registrable Notes
at a rate of 0.25% per year. If a Registration Default shall occur and be
continuing for a period of more than 90 days, then the amount of additional
interest Toll Brothers Finance Corp. will be required to pay on the
Registrable Notes will increase, effective from and after the 91st day in such
period, by an additional 0.25% per year until all Registration Defaults have
been cured. However, in no event will the rate of additional interest exceed
0.50% per year. Such additional interest will accrue only for those days that
a Registration Default occurs and is continuing. All accrued additional
interest will be paid to the holders of the old notes in the same manner as
interest payments on the Registrable Notes, with payments being made on the
interest payment dates for old notes. Following the cure of all Registration
Defaults, no more additional interest will accrue unless a subsequent
Registration Default occurs. Additional interest will not be payable on any
old notes other than Registrable Notes.

You will not be entitled to receive any additional interest on any
Registrable Notes if you were, at any time while the exchange offer was
pending, eligible to exchange, and did not validly tender, such Registrable
Notes for exchange notes in the exchange offer.

A "Registration Default" shall occur if:

o we fail to file any of the registration statements required by the
registration rights agreement on or before the date specified for such
filing; or

o any of such registration statements is not declared effective by the
Commission on or before the date specified for such effectiveness; or

o we fail to complete the exchange offer on or before the date specified
for such completion; or

o the shelf registration statement is declared effective but thereafter
ceases to be effective or usable in connection with resales of the old
notes during the period specified in the registration rights agreement,
except as a result of the exercise by us of our right to suspend use of
the shelf registration statement and the related prospectus as
described under "Shelf Registration" above.

"Registrable Notes" means the old notes, provided, however, that any old
notes shall cease to be Registrable Notes when (1) a registration statement
with respect to such old notes shall have been declared effective under the
Securities Act and such old notes shall have been disposed of pursuant to the
registration statement, (2) such old notes shall have been sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act, (3) such old notes shall have ceased to be
outstanding or (4) such old notes have been exchanged for exchange notes which
have been registered pursuant to the exchange offer registration statement
upon consummation of the exchange offer subject, in the case of this clause
(4), to certain exceptions.

DESCRIPTION OF EXCHANGE NOTES

General

The exchange notes will be issued under an indenture dated as of November
22, 2002 (the "Base Indenture"), among Toll Brothers Finance Corp., as issuer,
the guarantors named therein, including Toll Brothers, Inc. (collectively, the
"Guarantors"), and Bank One Trust Company, National Association, as trustee
(the "Trustee"). A copy of the Base Indenture and the authorizing resolutions
related thereto (together with the Base Indenture, the "Indenture") have been
filed as exhibits to the registration statement which includes this
prospectus. The terms of the exchange notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.

We have summarized selected provisions of the Indenture below. The summary
is not complete. Copies of the Indenture are available upon request made to
us. You should read the Indenture for provisions that may be important to you.
A summary of some of the defined terms used in the Indenture is provided below
under "Definitions." Reference is made to the Indenture for the full
definition of all these terms, as well as any other capitalized terms used in
this prospectus for which no definition is provided.

As used in this "Description of Exchange Notes" section, all references to
"we," "us," "our" and all similar references are to Toll Brothers Finance
Corp.

Principal, Maturity and Interest

The Indenture will not limit the amount of senior debt securities that we
may issue under the Indenture. We may issue senior debt securities under the
Indenture from time to time in one or more series. The old notes and the
exchange notes will constitute a single series of debt securities under the
Indenture and will vote together as a single series of senior debt securities
under the Indenture and will vote together as a single class for purposes of
determining whether holders of the requisite percentage in principal amount
thereof have taken actions or exercised rights they are entitled to take or
exercise under the Indenture.

The exchange notes will be unsecured and unsubordinated obligations of Toll
Brothers Finance Corp. and will rank equally and ratably with its other
unsecured and unsubordinated indebtedness including, without limitation, $300
million aggregate principal amount of such unsecured and unsubordinated
indebtedness outstanding, such indebtedness consisting of the $300 million
aggregate principal amount of old notes, and any indebtedness arising from our
guarantee of the Bank Credit Facilities.

Toll Brothers, Inc. conducts its operations through its subsidiaries and
therefore it is primarily dependent on the earnings and cash flows of its
subsidiaries to meet its debt service obligations.

Any right Toll Brothers Finance Corp., Toll Brothers, Inc. or Toll Brothers,
Inc.'s creditors have to participate in the assets of any of Toll Brothers,
Inc.'s subsidiaries upon any liquidation or reorganization of any such
subsidiary will be subject to the prior claims of that subsidiary's creditors,
including trade creditors. Accordingly, the exchange notes will be
structurally subordinated to the creditors of Toll Brothers, Inc.'s
subsidiaries. The exchange notes will, however, have the benefit of the
guarantees from Guarantors (each, a "Guarantee" and collectively, the
"Guarantees"), which include Toll Brothers, Inc. and Toll Brothers, Inc.'s
subsidiaries that guarantee the Bank Credit Facilities. The exchange notes
will continue to be structurally subordinated to the prior claims of creditors
of non-Guarantor subsidiaries of Toll Brothers, Inc., including trade
creditors, the aggregate amount of which, at April 30, 2003, was
approximately $108 million. Further, each Guarantee from a Guarantor, is
unsecured and, accordingly, will be subordinated to the secured debt of that
Guarantor. At April 30, 2003, the Guarantors had approximately $42.8 million
aggregate principal amount of such Guarantor secured indebtedness for borrowed
money outstanding, comprised principally of indebtedness secured by purchase
money mortgages on certain of their respective real property. Toll Brothers,
Inc.'s subsidiaries are separate and distinct legal entities and have no
obligation, contingent or otherwise, to pay any amounts due pursuant to the
exchange notes or to make any funds available therefor, whether by dividends,
loans or other payments, other than if and as expressly provided in the
Guarantees. The payment of dividends and the making of loans and advances to
Toll Brothers, Inc. by its subsidiaries are

subject to contractual, statutory or regulatory restrictions, are contingent
upon the earnings of those subsidiaries and are subject to various business
considerations.

The exchange notes will mature on November 15, 2012. Interest on the
exchange notes will accrue at a rate of 6.875% per annum, will be computed on
the basis of a 360-day year of twelve 30-day months and will be payable semi-
annually in arrears on each May 15 and November 15 (each an "Interest Payment
Date"), commencing May 15, 2003. Interest will accrue from November 22, 2002,
the date of issuance of the old notes, or, if interest has already been paid,
from the date it was most recently paid. Toll Brothers Finance Corp. will pay
interest to the persons in whose names the exchange notes are registered at
the close of business on November 1 or May 1, as the case may be, before any
Interest Payment Date.

We expect that payments of principal, premium, if any, and interest to
owners of beneficial interests in global notes will be made in accordance with
the procedures of The Depository Trust Company ("DTC") and its participants in
effect from time to time. DTC will initially act as the depository for the
global notes.

The exchange notes will not be entitled to the benefit of any sinking fund
or mandatory redemption provisions.

The exchange notes will be issued only in fully registered form without
coupons, in denominations of $1,000 and multiples thereof. The exchange notes
will initially be represented by one or more global notes in book-entry form.
See "Global Notes and Book Entry System."

The principal of, premium, if any, and interest on the exchange notes will
be payable, and, subject to the restrictions on transfer described herein. The
exchange notes may be surrendered for registration of transfer or exchange, at
the office or agency maintained by us for that purpose in the Borough of
Manhattan, The City of New York; provided that payments of interest may be
made at our option by check mailed to the address of the persons entitled
thereto or by transfer to an account maintained by the payee with a bank
located in the United States. The office or agency initially maintained by us
for the foregoing purposes shall be the office of the Trustee. No service
charge will be made for any registration of transfer or exchange of the
exchange notes, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

If any Interest Payment Date or maturity date of any of the exchange notes
is not a business day at any place of payment, then payment of principal,
premium, if any, and interest need not be made at such place of payment on
that date but may be made on the next succeeding business day at that place of
payment, and no interest will accrue on the amount payable for the period from
and after such Interest Payment Date or maturity date, as the case may be.

The Indenture does not limit the amount of indebtedness that Toll Brothers
Finance Corp., Toll Brothers, Inc. or Toll Brothers, Inc.'s subsidiaries may
issue. The Indenture does not contain covenants or other provisions designed
to afford holders of the exchange notes protection in the event of a highly
leveraged transaction, change in credit rating or other similar occurrence.

We expect that interests in the global notes will trade in DTC's Same-Day
Funds Settlement System and secondary market trading activity in these
interests will therefore be required by DTC to settle in immediately available
funds.

The exchange notes are expected to be listed on the New York Stock Exchange.
However, there can be no assurance as to the development or liquidity of any
trading market for the exchange notes. If a trading market does not develop or
is not maintained, you may experience difficulty in reselling exchange notes,
or you may be unable to sell them at all. If a public trading market develops
for the exchange notes, it may not be liquid and it may be discontinued at any
time. Moreover, future trading prices of the exchange notes would depend on
many factors, including, among others, prevailing interest rates, our
operating results and the market for similar securities. Depending on
prevailing interest rates, our financial condition, the market for similar
securities and other factors, the exchange notes could trade at a discount
from their principal amount.

Guarantees

Payment of principal, premium, if any, and interest on the exchange notes
will be fully and unconditionally guaranteed, jointly and severally, on a senior
basis by each of the Guarantors. Each Guarantee will be a full and unconditional
unsecured senior obligation of the Guarantor issuing such Guarantee, ranking
equal in right of payment with all existing and future debt of the Guarantor
that is pari passu with the Guarantee including, without limitation, any
indebtedness arising from the Guarantor's Guarantee of the Bank Credit
Facilities. Each Guarantee from a Guarantor will be subordinated to the secured
debt of that Guarantor. At April 30, 2003, the Guarantors had approximately
$42.8 million aggregate principal amount of such secured indebtedness,
principally in the form of purchase money mortgages on certain of their
respective real property. Further, the Guarantee of Toll Brothers, Inc. will be
structurally subordinated to the prior claims of creditors, including trade
creditors, of Toll Brothers, Inc.'s non- Guarantor subsidiaries, the aggregate
amount of which, at April 30, 2003, was approximately $108 million. The
Guarantees of Toll Brothers, Inc. and Toll Corp. will rank senior to the senior
subordinated notes issued by Toll Corp. and Toll Brothers, Inc.'s guarantee
thereof.

The Indenture provides that, in the event any Guarantee would constitute or
result in a violation of any applicable fraudulent conveyance or similar law
of any relevant jurisdiction, the liability of the Guarantor under such
Guarantee will be reduced to the maximum amount, after giving effect to all
other contingent and other liabilities of such Guarantor, permissible under
the applicable fraudulent conveyance or similar law.

The Indenture provides that any subsidiary of Toll Brothers, Inc. that
provides a guarantee of the Bank Credit Facilities will guarantee the exchange
notes. The Indenture further provides that any Guarantor other than Toll
Brothers, Inc. may be released from its Guarantee so long as (1) no default or
Event of Default exists or would result from release of such Guarantee, (2)
the Guarantor being released has Consolidated Net Worth of less than 5% of
Toll Brothers, Inc.'s Consolidated Net Worth as of the end of the most recent
fiscal quarter, (3) the Guarantors released from their Guarantees in any
fiscal year comprised in the aggregate less than 10% (or 15% if and to the
extent necessary to permit the cure of a default) of Toll Brothers, Inc.'s
Consolidated Net Worth as of the end of the most recent fiscal quarter, (4)
such release would not have a material adverse effect on the homebuilding
business of Toll Brothers, Inc. and its subsidiaries and (5) the Guarantor is
released from its guaranty(ees) under the Bank Credit Facilities. If there are
no guarantors under the Bank Credit Facilities, Guarantors under the
Indenture, other than Toll Brothers, Inc., will be released from their
Guarantees.

Optional Redemption

We may, at our option, redeem the exchange notes in whole at any time or in
part from time to time, on at least 30 but not more than 60 days' prior
notice, at a redemption price equal to the greater of:

o 100% of their principal amount, and

o the present value of the Remaining Scheduled Payments (as defined
below) on the exchange notes being redeemed on the redemption date,
discounted to the date of redemption, on a semiannual basis, at the
Treasury Rate plus 45 basis points (0.45%).

We will also accrue interest on the exchange notes to the date of
redemption. In determining the redemption price and accrued interest, interest
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.

If money sufficient to pay the redemption price of and accrued interest on
the exchange notes to be redeemed is deposited with the Trustee on or before
the redemption date, on and after the redemption date interest will cease to
accrue on the exchange notes (or such portions thereof) called for redemption
and such exchange notes will cease to be outstanding.

In determining whether to redeem the exchange notes, we will generally
consider one or more of the following factors:

o prevailing interest rates;

o available cash; and

o other business considerations.

"Comparable Treasury Issue" means, with respect to the exchange notes, the
United States Treasury security selected by the Reference Treasury Dealer as
having a maturity comparable to the remaining term of the exchange notes to be
redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such exchange
notes.

"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (2) if such release (or any successor release)
is not published or does not contain such price on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means (A) Banc of America Securities LLC,
Salomon Smith Barney Inc. or one of the other initial purchasers (or their
respective affiliates which are Primary Treasury Dealers), and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), we will substitute therefor another Primary
Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

"Remaining Scheduled Payments" means, with respect to any exchange notes,
the remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such exchange note, the amount of the
next succeeding scheduled interest payment thereon will be reduced by the
amount of interest accrued thereon to such redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.

Certain Covenants

Restrictions on Secured Debt. The Indenture provides that Toll Brothers
Finance Corp. and Toll Brothers, Inc. will not, and will not cause or permit a
Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt
unless the exchange notes will be secured equally and ratably with (or prior
to) such Secured Debt, with certain exceptions. This restriction does not
prohibit the creation, incurrence, assumption or guarantee of Secured Debt
which is secured by:

(1) Security Interests in model homes, homes held for sale, homes that
are under contract for sale, contracts for the sale of homes, land
(improved or unimproved), manufacturing plants, warehouses or office
buildings and fixtures and equipment located thereat or thereon;

(2) Security Interests in property at the time of its acquisition by
Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary, including Capitalized Lease Obligations, which Security
Interests secure obligations assumed by Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary, or in the property of a
corporation or other entity at the time it is merged into or consolidated
with Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary (other than Secured Debt created in contemplation of the
acquisition of such property or the consummation of such

a merger or where the Security Interest attaches to or affects the
property of Toll Brothers Finance Corp., Toll Brothers, Inc. or a
Restricted Subsidiary prior to such transaction);

(3) Security Interests arising from conditional sales agreements or
title retention agreements with respect to property acquired by Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary;

(4) Security Interests incurred in connection with pollution control,
industrial revenue, water, sewage or any similar item; and

(5) Security Interests securing Indebtedness of a Restricted Subsidiary
owing to Toll Brothers Finance Corp., Toll Brothers, Inc. or to another
Restricted Subsidiary that is wholly-owned (directly or indirectly) by
Toll Brothers, Inc. or Security Interests securing Toll Brothers
Financing Corp.'s Indebtedness owing to a Guarantor.

Additionally, such permitted Secured Debt includes any amendment,
restatement, supplement, renewal, replacement, extension or refunding, in
whole or in part, of Secured Debt permitted at the time of the original
incurrence thereof.

In addition, Toll Brothers Finance Corp. and the Guarantors may create,
incur, assume or guarantee Secured Debt, without equally and ratably securing
the exchange notes, if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt
permitted under clauses (1) through (5) above and any Secured Debt in relation
to which the exchange notes have been equally and ratably secured) and (2) all
Attributable Debt (as defined below) in respect of Sale and
Lease-back Transactions (excluding Attributable Debt (as defined below) in
respect of Sale and Lease-back Transactions (as defined below) as to which the
provisions of clauses (1) through (3) described under "Restrictions on Sale
and Lease-back Transactions" have been complied with) as of the date of
determination would not exceed 20% of Consolidated Net Tangible Assets (as
defined below).

The provisions described above with respect to limitations on Secured
Debt are not applicable to Non-Recourse Indebtedness (as defined below) by
virtue of the definition of Secured Debt, and will not restrict or limit Toll
Brothers Finance Corp.'s or the Guarantors' ability to create, incur, assume or
guarantee any unsecured Indebtedness, or of any subsidiary which is not a
Restricted Subsidiary to create, incur, assume or guarantee any secured or
unsecured Indebtedness.

Restrictions on Sale and Lease-back Transactions. The Indenture provides
that Toll Brothers Finance Corp. and Toll Brothers, Inc. will not, and will
not permit any Restricted Subsidiary to, enter into any Sale and Lease-back
Transaction, unless:

(1) notice is promptly given to the Trustee of the Sale and Lease-back
Transaction;

(2) fair value is received by Toll Brothers Finance Corp., Toll
Brothers, Inc. or the relevant Restricted Subsidiary for the property
sold (as determined in good faith by Toll Brothers, Inc. communicated in
writing to the Trustee); and

(3) Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary, within 365 days after the completion of the Sale and Lease-
back Transaction, applies, or enters into a definitive agreement to apply
within such 365-day period, an amount equal to the net proceeds of such
Sale and Lease-back Transaction:

o to the redemption, repayment or retirement of (a) senior notes of
any series under the Indenture (including the cancellation by the
Trustee of any senior notes of any series delivered by Toll
Brothers Finance Corp. to the Trustee), (b) Indebtedness of ours
that ranks equally with the senior notes, or (c) Indebtedness of
any Guarantor that ranks equally with the Guarantee of such
Guarantor, and/or

o to the purchase by Toll Brothers Finance Corp., Toll Brothers,
Inc. or any Restricted Subsidiary of property used in their
respective trade or businesses.

This provision will not apply to a Sale and Lease-back Transaction that
relates to a sale of a property that occurs within 180 days from the later of
(x) the date of acquisition of the property by Toll Brothers Finance Corp.,
Toll Brothers, Inc. or a Restricted Subsidiary, (y) the date of the completion
of construction of that property or (z) the date of commencement of full
operations on that property. In addition, Toll Brothers Finance Corp. and the
Guarantors may, without complying with the above restrictions, enter into a
Sale and Lease-back Transaction if immediately thereafter the sum of (1) the
aggregate principal amount of all Secured Debt outstanding (excluding Secured
Debt permitted under clauses (1) through (5) described in "Restrictions on
Secured Debt" above and any Secured Debt in relation to which the exchange
notes have been equally and ratably secured) and (2) all Attributable Debt in
respect of Sale and Lease-back Transactions (excluding Attributable Debt in
respect of Sale and Lease-back Transactions as to which the provisions of
clauses (1) through (3) above have been complied with) as of the date of
determination would not exceed 20% of Consolidated Net Tangible Assets.

Definitions

"Attributable Debt" means, in respect of a Sale and Lease-back Transaction,
the present value (discounted at the weighted average effective interest cost
per annum of the outstanding senior notes of all series, compounded
semiannually) of the obligation of the lessee for rental payments during the
remaining term of the lease included in such transaction, including any period
for which such lease has been extended or may, at the option of the lessor, be
extended or, if earlier, until the earliest date on which the lessee may
terminate such lease upon payment of a penalty (in which case the obligation
of the lessee for rental payments shall include such penalty), after excluding
all amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water and utility rates and similar charges.

"Bank Credit Facilities" means the Revolving Bank Credit Facility and the
Bank Term Loan.

"Bank Term Loan" means the Term Loan agreement by and among First Huntingdon
Finance Corp., Toll Brothers, Inc. and the lenders that are parties thereto,
dated July 25, 2000, as amended, and any related documents (including, without
limitation, any guarantees or security documents), as such agreements (and
such related documents) may be amended, restated, supplemented, renewed,
replaced by the existing lenders or by successors or otherwise modified from
time to time, including any agreement(s) extending the maturity of or
refinancing or refunding all or any portion of the indebtedness or increasing
the amount to be borrowed under such agreements or any successor
agreements(s), whether or not by or among the same parties.

"Consolidated Net Tangible Assets" means the total amount of assets which
would be included on a combined balance sheet of us and the Guarantors under
accounting principles generally accepted in the United States (less applicable
reserves and other properly deductible items) after deducting therefrom:

(1) all short-term liabilities, except for liabilities payable by their
terms more than one year from the date of determination (or renewable or
extendible at the option of the obligor for a period ending more than one
year after such date) and liabilities in respect of retiree benefits
other than pensions for which the Restricted Subsidiaries are required to
accrue pursuant to Statement of Financial Accounting Standards No. 106;

(2) investments in subsidiaries that are not Restricted Subsidiaries;
and

(3) all goodwill, trade names, trademarks, patents, unamortized debt
discount, unamortized expense incurred in the issuance of debt and other
tangible assets.

"Consolidated Net Worth" of any person means the consolidated stockholders'
equity of the person determined in accordance with accounting principles
generally accepted in the United States.

"Indebtedness" means (1) any liability of any person (A) for borrowed money,
(B) evidenced by a bond, note, debenture or similar instrument (including a
purchase money obligation) given in connection with the acquisition of any
businesses, properties or assets of any kind (other than a trade payable or a
current liability arising in the ordinary course of business), (C) for the
payment of money relating to a Capitalized Lease Obligation or (D) for all
Redeemable Capital Stock valued at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; (2) any liability of
others described in the

preceding clause (1) that such person has guaranteed or that is otherwise its
legal liability; (3) all Indebtedness referred to in (but not excluded from)
clauses (1) and (2) above of other persons and all dividends of other persons,
the payment of which is secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Security Interest upon or in property (including, without limitation,
accounts and contract rights) owned by such person, even though such person
has not assumed or become liable for the payment of such Indebtedness; and (4)
any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (1), (2) and
(3) above.

"Non-Recourse Indebtedness" means Indebtedness or other obligations secured
by a lien on property to the extent that the liability for the Indebtedness or
other obligations is limited to the security of the property without liability
on the part of Toll Brothers, Inc., Toll Brothers Finance Corp. or any
Restricted Subsidiary (other than the Restricted Subsidiary which holds title
to the property) for any deficiency.

"Redeemable Capital Stock" means any capital stock of Toll Brothers Finance
Corp., Toll Brothers, Inc. or any Subsidiary of Toll Brothers, Inc. that,
either by its terms, by the terms of any security into which it is convertible
or exchangeable or otherwise, (1) is or upon the happening of an event or
passage of time would be required to be redeemed on or prior to the final
stated maturity of the notes or (2) is redeemable at the option of the holder
thereof at any time prior to such final stated maturity or (3) is convertible
into or exchangeable for debt securities at any time prior to such final
stated maturity.

"Restricted Subsidiary" means any Guarantor other than Toll Brothers, Inc.

"Revolving Bank Credit Facility" means the Amended and Restated Credit
Agreement by and among First Huntingdon Finance Corp., Toll Brothers Inc. and
the lenders named therein dated May 18, 2001, as amended, and any related
documents (including, without limitation, any guarantees or security
documents), as such agreements (and such related documents) may be amended,
restated, supplemented, renewed, replaced by the existing lenders or by
successors or otherwise modified from time to time, including any agreement(s)
extending the maturity of or refinancing or refunding all or any portion of
the indebtedness or increasing the amount to be borrowed under such
agreement(s) or any successor agreement(s), whether or not by or among the
same parties.

"Sale and Lease-back Transaction" means a sale or transfer made by Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary (except
a sale or transfer made to Toll Brothers Finance Corp., Toll Brothers, Inc. or
another Restricted Subsidiary) of any property which is either (1) a
manufacturing facility, office building or warehouse whose book value equals
or exceeds 1% of Consolidated Net Tangible Assets as of the date of
determination or (2) another property (not including a model home) which
exceeds 5% of Consolidated Net Tangible Assets as of the date of
determination, if such sale or transfer is made with the agreement, commitment
or intention of leasing such property to Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary for more than a three-year term.

"Secured Debt" means any Indebtedness which is secured by (1) a Security
Interest in any of the property of Toll Brothers Finance Corp., Toll Brothers,
Inc. or any Restricted Subsidiary or (2) a Security Interest in shares of
stock owned directly or indirectly by Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary in a corporation or in equity
interests owned by Toll Brothers Finance Corp., Toll Brothers, Inc. or a
Restricted Subsidiary in a partnership or other entity not organized as a
corporation or in Toll Brothers, Inc.'s rights or the rights of a Restricted
Subsidiary in respect of Indebtedness of a corporation, partnership or other
entity in which Toll Brothers Finance Corp., Toll Brothers, Inc. or a
Restricted Subsidiary has an equity interest; provided that "Secured Debt"
shall not include Non-Recourse Indebtedness, as such categories of assets are
determined in accordance with accounting principles generally accepted in the
United States. The securing in the foregoing manner of any such Indebtedness
which immediately prior thereto was not Secured Debt shall be deemed to be the
creation of Secured Debt at the time security is given.

"Security Interests" means any mortgage, pledge, lien, encumbrance or other
security interest which secures the payment or performance of an obligation.

"Significant Subsidiary" means any Subsidiary (1) whose revenues exceed 10%
of Toll Brothers, Inc.'s total revenues, in each case for the most recent
fiscal year, or (2) whose net worth exceeds 10% of Toll Brothers Inc.'s total
stockholders' equity, in each case as of the end of the most recent fiscal
year.

"Subsidiary" means any person of which Toll Brothers, Inc., directly and/or
indirectly through one or more Subsidiaries, owns, at the time of
determination, more than 50% of the shares of Voting Stock.

"Voting Stock" means any class or classes of capital stock pursuant to which
the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the board of directors, managers or trustees
of any person (irrespective of whether or not, at the time, stock of any other
class or classes shall have, or might have, voting power by reason of the
happening of any contingency).

Consolidation, Merger and Sale of Assets

Neither Toll Brothers Finance Corp. nor any of the Guarantors will
consolidate or merge into or sell, assign, transfer or lease all or
substantially all of its assets to another person unless:

(1) the person is a corporation, in the case of Toll Brothers Finance
Corp. or Toll Brothers, Inc., or any other legal entity in the case of
any other Guarantor, organized under the laws of the United States of
America or any state thereof,

(2) the person assumes by supplemental indenture all the obligations of
Toll Brothers Finance Corp. or such Guarantor, as the case may be,
relating to the exchange notes or, the Guarantee, as the case may be, and
the Indenture and shall also expressly assume by an amendment or
supplement executed and delivered to the Trustee, in form satisfactory to
the Trustee, all of Toll Brothers Finance Corp.'s and the Guarantors', as
the case may be, covenants and other obligations under the Registration
Rights Agreement; and

(3) immediately after the transaction no Event of Default exists;
provided that this clause (3) will not restrict or be applicable to a
consolidation, merger, sale, assignment, transfer or lease of a Guarantor
with, into or to Toll Brothers Finance Corp., Toll Brothers, Inc. or
another Subsidiary that is, or concurrently with the completion of such
consolidation, merger, sale, assignment, transfer, or lease becomes, a
Guarantor.

Upon any such consolidation, merger, sale, assignment or transfer, the
successor corporation will be substituted for Toll Brothers Finance Corp. or
such Guarantor (including any merger or consolidation described in the proviso
at the end of the immediately preceding clause (3), as applicable, under the
Indenture. The successor may then exercise every power and right of Toll
Brothers Finance Corp. or such Guarantor, as applicable, under the Indenture,
and Toll Brothers Finance Corp. or such Guarantor, as applicable, will be
released from all of its respective liabilities and obligations in respect of
the exchange notes or the Guarantee, as applicable, and the Indenture. If Toll
Brothers Finance Corp. or any Guarantor leases all or substantially all of its
assets, the lessee will be the successor to Toll Brothers Finance Corp. or
such Guarantor, as applicable, and may exercise every power and right of Toll
Brothers Finance Corp. or such Guarantor, as the case may be, under the
Indenture, but Toll Brothers Finance Corp. or such Guarantor, as the case may
be, will not be released from its respective obligations to pay the principal
of and premium, if any, and interest, if any, on the exchange notes.

Events of Default

An Event of Default with respect to the exchange notes is defined in the
Indenture as being, or having occurred in the event of:

(1) default for 30 days in the payment of any installment of interest
on the exchange notes;

(2) default in the payment of any principal of the exchange notes;

(3) default or breach by Toll Brothers Finance Corp., Toll Brothers,
Inc., or any Guarantor which is a Significant Subsidiary in the
performance of any of the agreements in the Indenture applicable to the
exchange notes (other than a default or breach specifically dealt with
elsewhere in the Indenture) which

shall not have been remedied within a period of 60 days after receipt of
written notice by Toll Brothers Finance Corp. and Toll Brothers, Inc.
from the Trustee or by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Trustee from the holders of not less than 25% in principal amount
of the exchange notes issued under the Indenture then outstanding;

(4) any default under an instrument evidencing or securing any of Toll
Brothers Finance Corp.'s Indebtedness or the Indebtedness of any
Guarantor (other than Non-Recourse Indebtedness) aggregating $10,000,000
or more in aggregate principal amount, resulting in the acceleration of
such Indebtedness, or due to the failure to pay such Indebtedness at
maturity;

(5) the occurrence of an acceleration of, or a significant modification
of the terms (including without limitation the payment of more than an
insignificant amount of fees to the holders thereof) of any of Toll
Corp.'s 7 3/4% Senior Subordinated Notes due 2007, 8 1/8% Senior
Subordinated Notes due 2009, 8% Senior Subordinated Notes due 2009, 8 1/
4% Senior Subordinated Notes due 2011 or 8.25% Senior Subordinated Notes
due 2011 (each of these series of subordinated notes being referred to
below as an "Outstanding Series"), provided that on the date of the
occurrence, the outstanding principal amount of at least one Outstanding
Series to which the occurrence relates exceeds $5,000,000;

(6) any Guarantee in respect of the exchange notes by Toll Brothers,
Inc. or a Guarantor that is a Significant Subsidiary shall for any reason
cease to be, or be asserted in writing by Toll Brothers, Inc. or such
Guarantor or Toll Brothers Finance Corp. not to be, in full force and
effect and enforceable in accordance with its terms (other than by reason
of the termination of the Indenture or the release or discharge of any
such Guarantee in accordance with the terms of the Indenture); provided,
however, that if Toll Brothers, Inc. or Toll Brothers Finance Corp. or
such Guarantor asserts in writing that any such Guarantee is not in full
force and effect and enforceable in accordance with its terms, such
assertion shall not constitute an Event of Default for purposes of this
paragraph if (A) such written assertion is accompanied by an opinion of
counsel to the effect that, as a matter of law, the defect or defects
rendering such Guarantee unenforceable can be remedied within 10 days of
the date of such assertion, (B) Toll Brothers, Inc. or Toll Brothers
Finance Corp. or such Guarantor delivers an officer's certificate to the
effect that Toll Brothers, Inc., Toll Brothers Finance Corp. or such
Guarantor represents that such defect or defects shall be so remedied
within such 10-day period, and (C) such defect or defects are in fact so
remedied within such 10-day period; and

(7) certain events of bankruptcy, insolvency or reorganization
involving us, Toll Brothers, Inc. or any Significant Subsidiary.

We may cure any Event of Default that relates exclusively to a Guarantor
other than Toll Brothers, Inc. by releasing such Guarantor from its Guarantee
to the extent permitted by the provisions of the Indenture.

The Indenture provides that if an Event of Default (other than an Event of
Default described in clause (7) above) shall have occurred and be continuing,
either the Trustee or the holders of at least 25% in aggregate principal
amount of senior notes issued under the Indenture then outstanding may declare
the principal amount of all the senior notes and interest, if any, accrued
thereon to be due and payable immediately, but upon certain conditions such
declaration may be annulled and past defaults (except, unless cured, a default
in payment of principal of or interest on senior notes of that series) may be
waived by the holders of a majority in principal amount of the senior notes of
that series then outstanding. If an Event of Default described in clause (7)
above occurs and is continuing, then the principal amount of all the senior
notes shall become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any holder.

The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care,
to be indemnified by the holders of the exchange notes before proceeding to
exercise any right or power under the Indenture at the request of the holders
of the exchange notes. The Indenture also provides that the holders of a
majority in principal amount of the outstanding exchange notes issued under
the Indenture may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee.

No holder of senior notes will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless: (1) the
holder shall have previously given the Trustee written notice of an Event of
Default with respect to the senior notes, (2) the holders of at least 25% in
aggregate principal amount of the senior notes issued under the Indenture
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, (3) the Trustee shall have
failed to institute any such proceeding for 60 days after its receipt of such
notice and (4) no direction inconsistent with such written request has been
given to the Trustee during the 60-day period by the holders of a majority in
principal amount of the outstanding senior notes under the Indenture. However,
any right of a holder of senior notes to receive payment of the principal of
and any interest on the senior notes on or after the dates expressed in the
senior notes and to institute suit for the enforcement of any such payment on
or after such dates shall not be impaired or affected without the consent of
such holder.

The Indenture contains a covenant that we will file annually with the
Trustee a certificate as to the absence of any default or specifying any
default that exists.

Modification and Waiver

We and the Trustee, with the consent of the holders of at least a majority
of the principal amount of the outstanding senior notes issued under the
Indenture, may execute supplemental indentures adding any provisions to or
changing or eliminating any of the provisions of the Indenture or modifying
the rights of the holders of the senior notes, except that no such
supplemental indenture may, without the consent of the holder of each
outstanding security affected by the supplemental indenture, among other
things:

(1) change the final maturity of the senior notes, or reduce the rate
or extend the time of payment of interest on the senior notes, or reduce
the principal amount of the senior notes, or impair the right to
institute suit for payment of the senior notes;

(2) reduce the percentage of senior notes, the consent of the holders
of which is required for any such supplemental indenture, for any waiver
of compliance with certain provisions of the Indenture or certain
defaults under the Indenture and their consequences provided in the
Indenture;

(3) modify any of the provisions regarding the modification of the
Indenture, waivers of past defaults and waivers of certain covenants,
except to increase any percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the
consent of the holder of each outstanding security affected thereby;

(4) alter the provisions (including related definitions) with respect
to redemption of senior notes;

(5) modify the ranking or priority of the senior notes in a manner
adverse to the holders of senior notes; or

(6) make any senior note payable at a place or in money other than that
stated in the senior note.

Neither our Board of Directors nor the Board of Directors of any Guarantor
has the power to waive any of the covenants of the Indenture including those
relating to consolidation, merger or sale of assets.

We and the Trustee may modify or amend provisions of the Indenture without
the consent of any holder for any of the following purposes:

(1) to evidence the succession of another person to us or any Guarantor
under the Indenture and the senior notes;

(2) to add to our covenants or the covenants of any Guarantor for the
benefit of the holders of the senior notes or to surrender any right or
power conferred upon us or such Guarantor by the Indenture;

(3) to add Events of Default for the benefit of the holders of the
senior notes;

(4) to change or eliminate any provisions of the Indenture, provided
that any such change or elimination shall become effective only when
there are no outstanding senior notes;

(5) to secure any senior notes under the Indenture;

(6) to establish the form or terms of the senior notes of any series;

(7) to add Guarantors;

(8) to provide for the acceptance of appointment by a successor Trustee
or facilitate the administration of the trusts under the Indenture by
more than one Trustee;

(9) to close the Indenture to authentication and delivery of additional
series of senior notes;

(10) to supplement any of the provisions of the Indenture to the extent
necessary to permit or facilitate defeasance and discharge of the senior
notes, provided that such action shall not adversely affect the interests
of the holders of the senior notes;

(11) to remove a Guarantor in respect of any senior notes which, in
accordance with the terms of the Indenture, ceases to be liable in
respect of its Guarantee;

(12) to cure any ambiguity, omission, defect or inconsistency in the
Indenture, provided that such action does not adversely affect the
interests of holders of the senior notes; or

(13) to provide that specific provisions of the Indenture will not
apply to a series of securities not previously issued under the
indenture;

(14) to provide for uncertificated senior notes in addition to or in
place of certificated senior notes; and

(15) to make any other change that does not adversely affect the
interests of holders of the senior notes.

The holders of at least a majority in principal amount of the outstanding
senior notes may, on behalf of the holders of all senior notes, waive any past
default under the Indenture. However, they may not waive a default (1) in the
payment of the principal of (or premium, if any) or any interest on any debt
security or (2) in respect of a covenant or provision which under the Indenture
cannot be modified or amended without the consent of the holder of each
outstanding senior note.

Defeasance Provisions

Defeasance and Discharge. The Indenture provides that we will be discharged
from any and all obligations in respect of the senior notes of that series
(except for certain obligations to register the transfer or exchange of senior
notes, replace stolen, lost, destroyed or mutilated senior notes, maintain
offices or agencies and hold moneys for payment in trust) upon the deposit
with the Trustee, in trust, of money, government obligations or a combination
thereof which through the payment of interest and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any) and interest on, and any mandatory
sinking fund payments in respect of, the senior notes of that series on the
stated maturity date of the payments in accordance with the terms of the
Indenture and the senior notes. This type of discharge may only occur if there
has been a change in applicable federal law or we have received from, or there
has been published by, the United States Internal Revenue Service a ruling to
the effect that the holders of the senior notes of that series will not
recognize income, gain or loss for federal income tax purposes as a result of
that discharge and will be subject to federal income tax on the same amount,
in the same manner and at the same times as would have been the case if the
discharge had not occurred. In addition, this type of discharge may only occur
so long as no Event of Default or event which, with notice or lapse of time,
would become an Event of Default with respect to the senior notes of that
series has occurred and is continuing on the date cash and/or government
securities are deposited in trust and other conditions specified in the
Indenture are satisfied. The term "government obligations" means securities of
the government which issued the currency in which the senior notes of the
series are denominated or in which interest is payable or of government
agencies backed by the full faith and credit of that government.

Defeasance of Certain Covenants. The Indenture also provides that we may
omit to comply with the covenants described above under "Certain Covenants"
and "Consolidation, Merger and Sale of Assets" with respect to the senior
notes of that series if we comply with the following conditions. In order to
exercise this option, we will be required to deposit with the Trustee money,
government obligations or a combination

thereof which through the payment of interest and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any) and interest on, and any mandatory
sinking fund payments in respect of, the senior notes of that series on the
stated maturity date of the payments in accordance with the terms of the
Indenture and the senior notes. We will also be required to deliver to the
Trustee an opinion of counsel to the effect that the deposit and related
covenant defeasance will not cause the holders of the senior notes of that
series to recognize income, gain or loss for federal income tax purposes and
that those holders will be subject to federal income tax on the same amount,
in the same manner and at the same times as would have been the case if the
deposit and covenant defeasance had not occurred, and to satisfy other
conditions specified in the Indenture.

Covenant Defeasance and Events of Default. In the event we exercise our
option to effect covenant defeasance with respect to the senior notes of any
series and those senior notes are declared due and payable because of the
occurrence of any Event of Default, the amount of money and government
obligations on deposit with the Trustee will be sufficient to pay amounts due
on the senior notes of that series at the time of their stated maturity dates
but may not be sufficient to pay amounts due on the senior notes at the time
of the acceleration resulting from such Event of Default. However, we will
remain liable for such payments.

Regarding the Trustee

Bank One Trust Company, National Association will be the trustee under the
Indenture pursuant to which the exchange notes are to be issued. Bank One
Trust Company, National Association also is trustee under the indentures
pursuant to which Toll Corp.'s 7 3/4% Senior Subordinated Notes due 2007, 8 1/
8% Senior Subordinated Notes due 2009, 8% Senior Subordinated Notes due 2009,
8 1/4% Senior Subordinated Notes due 2011 and 8.25% Senior Subordinated Notes
due 2011 were issued. Further, Banc One Capital Markets, Inc., an affiliate of
the Trustee, is a lender and Administrative Agent under our Bank Credit
Facilities and was an initial purchaser of the old notes.

Global Notes and Book-Entry System

The Global Securities

The exchange notes will be issued in the form of one or more registered
notes in global form, without interest coupons. Such global notes will be
deposited on the issue date with DTC and registered in the name of Cede & Co.,
as nominee of DTC, or will remain in the custody of the Trustee under the
Indenture pursuant to the FAST Balance Certificate Agreement between DTC and
the Trustee. Beneficial interests in the global notes may not be exchanged for
certificated notes except in the circumstances described below. All interests
in global notes may be subject to the procedures and requirements of DTC.

Exchanges of beneficial interests in one global security for interests in
another global security will be subject to the applicable rules and procedures
of DTC and its direct and indirect participants. Any beneficial interest in
one of the global notes that is transferred to a person who takes delivery in
the form of an interest in another global security will, upon transfer, cease
to be an interest in that global security and become an interest in the global
security to which the beneficial interest is transferred and, accordingly,
will thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in the global security to which
the beneficial interest is transferred for as long as it remains an interest
in that global security.

Certain Book-Entry Procedures for the Global Notes

The descriptions of the operations and procedures of DTC set forth below are
provided solely as a matter of convenience. These operations and procedures
are solely within the control of the respective settlement systems and are
subject to change by them from time to time. We do not take any responsibility
for these operations or procedures, and investors are urged to contact the
relevant system or its participants directly to discuss these matters.

DTC has advised us that it is a limited purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code

and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities for its
participants and facilitates the clearance and settlement of securities
transactions between participants through electronic book-entry changes in
accounts of its participants, which eliminates the need for physical movement
of certificates. Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations.
Indirect access to the DTC system is available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a direct
or indirect custodial relationship with a participant ("indirect
participants"). The rules applicable to DTC and its participants are on file
with the Commission.

Upon the issuance of the global note, DTC or its custodian will credit, on
its internal system, the respective principal amount of the individual
beneficial interests represented by the global note to the accounts of the
persons who have accounts with DTC. Such accounts initially will be designated
by or on behalf of the initial purchasers. Ownership of beneficial interests
in the global note will be limited to persons who have accounts with DTC
("participants") or persons who hold interests through participants. Ownership
of beneficial interests in the global note will be shown on, and the transfer
of that ownership will be effected only through, records maintained by DTC or
its nominee (with respect to interests of participants) and the records of
participants and indirect participants (with respect to interests of persons
other than participants).

So long as DTC or its nominee is the registered owner or holder of the
global note, DTC or such nominee, as the case may be, will be considered the
sole record owner or holder of the exchange notes represented by the global
note for all purposes under the Indenture and the exchange notes. Except as
set forth herein, owners of beneficial interests in the global note will not
be entitled to have exchange notes represented by the global note registered
in their names, will not receive or be entitled to receive physical delivery
of exchange notes in definitive certificated form, and will not be considered
holders of the exchange notes for any purposes under the Indenture.
Accordingly, each person owning a beneficial interest in the global note must
rely on the procedures of DTC and, if such person is not a participant, on the
procedures of the participant through which such person directly or indirectly
owns its interest, to exercise any rights of a holder under the Indenture. We
understand that under existing industry practices, if we request any action of
holders or any owner of a beneficial interest in the global note desires to
give any notice or take any action that a holder is entitled to give or take
under the indenture, DTC would authorize the participants holding the relevant
beneficial interests to give such notice to take such action, and such
participants would authorize beneficial owners owning through such
participants to give such notice or take such action or would otherwise act
upon the instructions of beneficial owners owning through them.

Payments of the principal of, premium, if any, and interest on the global
note will be made to DTC or its nominee, as the case may be, as the registered
owner. Neither we, the trustee nor any paying agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the global note
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal
of, premium, if any, or interest in respect of the global note will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial ownership interests in the principal amount of the
global note, as shown on the records of DTC or its nominee. We also expect
that payments by participants to owners of beneficial interests in the global
note held through such participants will be governed by standing instructions
and customary practices, as is now the case with securities held for the
accounts of customers registered in the names of nominees for such customers.
The participants will be responsible for such payments.

The Indenture provides that, if the Depository notifies us that it is
unwilling or unable to continue as depository for the global notes or if at
any time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934 and we do not appoint a successor depository
within 90 days, or if there shall have occurred and be continuing an Event of
Default or an event which, with the giving of notice or lapse of time, or
both, would constitute an Event of Default with respect to the exchange notes,
then we will issue certificated notes in exchange for the global note. In
addition, we may at any time and in our sole discretion determine not to have
the exchange notes represented by a global note and, in such event, will issue
certificated notes in exchange for the global note. In any such instance, an
owner of a beneficial interest

in a global note will be entitled to physical delivery of certificated notes
equal in principal amount to its beneficial interest and to have the
certificated notes registered in its name. We expect that instructions for
registering the certificated notes would be based upon directions received
from the Depository with respect to ownership of the beneficial interests in
the global note.

Although DTC has agreed to the procedures described above in order to
facilitate transfers of interests in the global note among participants of
DTC, it is under no obligation to perform such procedures and such procedures
may be discontinued at any time. Neither we nor the Trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.

According to DTC, the foregoing information with respect to DTC has been
provided by it for informational purposes only and is not intended to serve as
a representation, warranty, or contract modification of any kind. The
information contained herein concerning DTC and its book-entry system has been
obtained from sources that we believe are reliable, though DTC has declined to
pass upon the accuracy of the statements contained herein.

Same-Day Funds

We will make all payments of principal premium, if any, and interest on the
global notes in immediately available funds to DTC.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of what we believe are the material federal
income tax consequences to a holder of exchange notes (a "United States
Holder") who is (1) a citizen or resident of the United States, (2) a
corporation, partnership or other entity treated as a corporation or a
partnership for United States federal income tax purposes created or organized
in or under the laws of the United States, any state thereof or the district
of Columbia (unless, in the case of a partnership, Treasury regulations
provide otherwise), (3) an estate whose income is subject to United States
federal income tax regardless of its source, or (4) a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. Notwithstanding
the preceding sentence, to the extent provided in Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as United States
persons prior to such date, that elect to continue to be treated as United
States persons will also be United States Holders.

The following summary deals only with exchange notes held as capital assets
by purchasers at the issue price who are United States Holders and not with
special classes of holders, such as dealers in securities or currencies,
financial institutions, life insurance companies, persons holding senior notes
as a hedge against or which are hedged again currency risks, and persons whose
functional currency is not the U.S. dollar. A person considering an investment
in the exchange notes should consult his or her own tax advisor concerning
these matters and as to the tax treatment under foreign, state and local tax
laws and regulations.

This summary is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations, Internal Revenue Service ("IRS") rulings
and pronouncements and judicial decisions now in effect, all of which are
subject to change at any time. Changes in this area of law may be applied
retroactively in a manner that could cause the tax consequences to vary
substantially from the consequences described below, possibly adversely
affecting a United States Holder. The authorities on which this summary is
based are subject to various interpretations, and it is therefore possible
that the federal income tax treatment of the purchase, ownership and
disposition of the exchange notes may differ from the treatment described
below.

Exchange of Notes

The exchange offer will occur by operation of the terms of the old notes and
will not result in material changes as specifically referenced in the
applicable treasury regulations and does not violate the option rules

as set forth in the applicable treasury regulations. Consequently, no federal
income tax consequences to United States Holders exchanging old notes for
exchange notes under the exchange offer will occur.

Each exchanging holder will have the same adjusted tax basis and holding
period in the exchange notes as it had in the old notes immediately before the
exchange.

Payments of Interest

As a general rule, interest paid or accrued on the exchange notes will be
treated as ordinary income to United States Holders. A United States Holder
using the accrual method of accounting for federal income tax purposes is
required to include interest paid or accrued on the exchange notes in ordinary
income as interest accrues, while a United States Holder using the cash
receipts and disbursements method of accounting for federal income tax
purposes must include interest in ordinary income when payments are received
(or made available for receipt to) by the holder.

We intend to take the position that the exchange notes do not, as of the
issue date, represent contingent payment debt because the likelihood of paying
an increased rate of interest as a result of a Registration Default is remote.
A United States Holder may not take a contrary position unless such contrary
position is disclosed in the proper manner to the IRS. United States Holders
should consult their tax advisors regarding the tax consequences of the
exchange notes being treated as contingent payment debt.

If, contrary to current expectations, we pay additional interest, or if the
IRS successfully asserts that these contingent payments were not remote as of
the issue date, the amount and the timing of the interest income that a United
States Holder is required to include in taxable income, as well as any gain on
a sale of the exchange notes, might have to be redetermined, or
recharacterized as ordinary income.

Sale, Exchange or Retirement of Exchange Notes

A United States Holder's tax basis in an exchange note will generally be its
cost. Upon the sale, exchange, redemption, or retirement of an exchange note,
a United States Holder will generally recognize gain or loss on the sale,
exchange, redemption or retirement equal to the difference between the amount
realized (not including any amounts attributable to accrued and unpaid
interest, which is treated as interest as described above) and the holder's
tax basis in the exchange note. Long-term capital gain of a non-corporate
United States Holder is generally subject to a maximum tax rate of 20% in
respect of exchange notes held for more than one year, and a maximum tax rate
of 18% in respect of exchange notes held for more than five years.

Withholding Taxes and Reporting Requirements

Interest payments and payments of principal and any premium with respect to
an exchange note will be reported to the extent required by the Code to the
United States Holders and the IRS. These amounts will ordinarily not be
subject to withholding of United States federal income tax. However, a backup
withholding tax will apply to these payments if a United States Holder fails
to supply us or our agent in the manner required by applicable law with the
holder's taxpayer identification number or if a United States Holder has been
notified by the IRS that payments to such holder are subject to backup
withholding. The backup withholding tax rate is 30% for payments made during
the year 2003, 29% for payments made during the years 2004 and 2005, and 28%
for payments made during the years 2006 through 2010. For payments made after
2010, the backup withholding tax rate will be increased to 31%.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account under
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of those notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer for
resales of exchange notes received in exchange for old notes that had been
acquired as a result of market-making or other trading activities. We have
agreed that, for a period of 270 days after the expiration date of the
exchange offer, we will make this prospectus, as it may be amended or
supplemented, available to any

broker-dealer for use in connection with any such resale. Any broker-dealers
required to use this prospectus and any amendments or supplements to this
prospectus for resales of the exchange notes must notify us of this fact by
checking the box on the letter of transmittal requesting additional copies of
these documents or by writing or telephoning us. See "Where You Can Find More
Information."

Notwithstanding the foregoing, we are entitled under the registration rights
agreement to suspend the use of this prospectus by broker-dealers under
specific circumstances. For example, we may suspend the use of this prospectus
if:

o the Commission or any state securities authority requests an amendment
or supplement to this prospectus or the related registration statement
or additional information;

o the Commission or any state securities authority issues any stop order
suspending the effectiveness of the registration statement or initiates
proceedings for that purpose;

o we receive notification of the suspension of the qualification of the
exchange notes for sale in any jurisdiction or the initiation or
threatening of any proceedings for that purpose;

o the suspension is required by law;

o the suspension is taken for valid business reasons, including the
acquisition or divesture of assets or a material corporate transaction;
or

o an event occurs which makes any statement in this prospectus untrue in
any material respect or which constitutes an omission to state a
material fact in this prospectus.

If we suspend the use of this prospectus, the 270-day period referred to
above will be extended by a number of days equal to the period of the
suspension.

We will not receive any proceeds from any sale of exchange notes by broker-
dealers. Exchange notes received by broker-dealers for their own account under
the exchange offer may be sold from time to time in one or more transactions
in the over-the-counter market, in negotiated transactions, through the
writing of options on those notes or a combination of those methods, at market
prices prevailing at the time of resale, at prices related to prevailing
market prices or at negotiated prices. Any resales may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from the selling broker-dealer or the
purchasers of the exchange notes. Any broker-dealer that resells exchange
notes received by it for its own account under the exchange offer and any
broker or dealer that participates in a distribution of the exchange notes may
be deemed to be an "underwriter" within the meaning of the Securities Act and
any profit on any resale of exchange notes and any commissions or concessions
received by these persons may be deemed to be underwriting compensation under
the Securities Act. The letter of transmittal states that, by acknowledging
that it will deliver and by delivering a prospectus, a broker-dealer will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

We have agreed to pay all expenses incidental to the exchange offer other
than commissions and concessions of any broker or dealer and will indemnify
holders of the senior notes, including any broker-dealers, against certain
liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania has
rendered an opinion with respect to the validity and enforceability of the
exchange notes being issued by Toll Brothers Finance Corp. and the Guarantee
being issued by Toll Brothers, Inc. Kenneth J. Gary, Esquire, Senior Vice
President and General Counsel of Toll Brothers, Inc., has rendered an opinion
with respect to the validity and enforceability of the Guarantees being issued
by the Guarantors other than Toll Brothers, Inc. Mr. Gary owns or has the
right to acquire a number of shares of common stock of Toll Brothers, Inc.
which is well below 1% of the outstanding common stock of Toll Brothers, Inc.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K
for the year ended October 31, 2002, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.

===============================================================================

$300,000,000

Toll Brothers Finance Corp.

6.875% Senior Notes due 2012

[graphic omitted]

-------------------------------

PROSPECTUS
__________ __, 2003

-------------------------------

Each broker-dealer that receives exchange notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of those exchange notes. The letter of transmittal
states that, by so acknowledging and delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

This prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with resales of exchange notes
received in exchange for outstanding notes where the outstanding notes were
acquired by the broker-dealer as a result of market-making activities or other
trading activities.

We have agreed that, for a period of 270 days after the consummation of this
exchange offer, we will make this prospectus available to any broker-dealer
for use in connection with the resale of exchange notes. See "Plan of
Distribution."

===============================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

For information regarding provisions under which a director or officer
of Toll Brothers, Inc. or Toll Brothers Finance Corp. may be insured or
indemnified in any manner against any liability which he may incur in his
capacity as such, reference is made to Section 145 of the Delaware General
Corporation Law, which provides in its entirety as follows:

"(a) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.

(b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.

(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination,
(1) by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation

II-1

in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this
section.

(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate
existence had continued.

(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this section.

(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.

(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."

See also Article Six of Toll Brothers, Inc.'s Certificate of
Incorporation, as amended, which obligates, and Article VII of Toll Brothers,
Inc.'s By-Laws, as amended, which grants, Toll Brothers, Inc. the power to
indemnify its directors, officers, employees and agents. Section 7-4 of Article
VII of Toll Brothers, Inc.'s Bylaws, as amended, further permits Toll Brothers,
Inc. to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of Toll Brothers, Inc., or who is or was
serving at the request of Toll Brothers, Inc. as a director, officer employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not Toll
Brothers, Inc. would have the power to indemnify him against such liability
under law. Toll Brothers, Inc. has purchased directors' and officers' liability
insurance.

II-2

See also Article VIII of Toll Brothers Finance Corp.'s By-Laws which obligates
Toll Brothers Finance Corp. to indemnify its directors, officers, employees and
agents. Section 8-7 of Article VIII of Toll Brothers Finance Corp's Bylaws
further permits Toll Brothers Finance Corp. to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
Toll Brothers Finance Corp., or who is or was serving at the request of Toll
Brothers Finance Corp. as a director, officer employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not Toll Brothers Finance Corp.
would have the power to indemnify him against such liability under law. Toll
Brothers Finance Corp. has purchased directors' and officers' liability
insurance.

See Item 22 of this Part II for further information concerning
indemnification of directors, officers and controlling persons of Toll Brothers,
Inc. and Toll Brothers Finance Corp.

II-3

Item 21. Exhibits++

3.1** Form of Articles of Incorporation for Guarantors
incorporated in the State of Arizona.

3.2** Form of Articles of Organization for Guarantors organized in
the State of Arizona.

3.3** Form of Articles of Incorporation for Guarantors
incorporated in the State of California.

3.4** Form of Articles of Organization for Guarantors organized in
the State of California.

3.5** Form of Certificate of Limited Partnership for Guarantors
organized in the State of California.

3.6** Form of Articles of Incorporation for Guarantors
incorporated in the State of Colorado.

3.7** Form of Certificate of Limited Partnership for Guarantors
organized in the State of Colorado.

3.8** Form of Certificate of Limited Partnership for Guarantors
organized in the State of Connecticut.

3.9** Form of the Certificate of Incorporation for Guarantors
incorporated in the State of Delaware.

3.10** Form of Certificate of Formation for Guarantors organized in
the State of Delaware.

3.11** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Delaware.

3.12** Form of Articles of Incorporation for the Guarantors
incorporated in the State of Florida.

3.13** Form of Articles of Organization for the Guarantors
organized in the State of Florida.

3.14** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Florida.

3.15** Form of Articles of Incorporation for the Guarantors
incorporated in the State of Illinois.

3.16** Form of Articles of Organization for the Guarantors
organized in the State of Illinois.

3.17** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Illinois.

3.18** Form of Articles of Organization for the Guarantors
organized in the State of Maryland.

3.19** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Maryland.

3.20** Form of Certificate of Organization for the Guarantors
organized in the Commonwealth of Massachusetts.

3.21** Form of Certificate of Limited Partnership for the
Guarantors organized in the Commonwealth of Massachusetts.

3.22** Form of Articles of Incorporation for the Guarantors
incorporated in the State of Michigan.

3.23** Form of Articles of Organization for the Guarantors
organized in the State of Michigan.

3.24** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Michigan.

3.25** Form of Articles of Incorporation for the Guarantors
incorporated in the State of Nevada.

3.26** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Nevada.

3.27** Form of Articles of Incorporation for the Guarantors
incorporated in the State of New Hampshire.

3.28** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of New Hampshire.

3.29** Form of Certificate of Formation for the Guarantors
organized in the State of New Jersey.

3.30** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of New Jersey.

3.31** Form of Certificate of Incorporation for the Guarantors
incorporated in the State of New York.

3.32** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of New York.

3.33** Form of Articles of Incorporation for the Guarantors
incorporated in the State of North Carolina.

3.34** Form of Articles of Organization for the Guarantors
organized in the State of North Carolina.

3.35** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of North Carolina.

3.36** Form of Articles of Incorporation for the Guarantors
incorporated in the State of Ohio.

3.37** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Ohio.

3.38** Form of Certificate of Articles of Incorporation for the
Guarantors incorporated in the Commonwealth of Pennsylvania.

3.39** Form of Certificate of Organization for the Guarantors
organized in the Commonwealth of Pennsylvania.

3.40** Form of Certificate of Limited Partnership for the
Guarantors organized in the Commonwealth of Pennsylvania.

3.41** Form of Articles of Incorporation for the Guarantors
incorporated in the State of Rhode Island.

3.42** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Rhode Island.

3.43** Form of Articles of Incorporation for the Guarantors
incorporated in the State of South Carolina.

3.44** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of South Carolina.

3.45** Form of Articles of Incorporation for the Guarantors
incorporated in the State of Tennessee.

3.46** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Tennessee.

3.47** Form of Articles of Incorporation for the Guarantors
incorporated in the State of Texas.

3.48** Form of Certificate of Limited Partnership for the
Guarantors organized in the State of Texas.

3.49** Form of Articles of Organization for the Guarantors
organized in the Commonwealth of Virginia.

3.50** Form of Certificate of Limited Partnership for the
Guarantors organized in the Commonwealth of Virginia.

3.51** Form of Bylaws for the Guarantors.

3.52** Form of Limited Liability Company Operating Agreement for
the Guarantors.

3.53** Form of Limited Partnership Agreement for the Guarantors.

3.54** Form of Limited Liability Company Agreement for C.B.A.Z.
Holding Company LLC, First Brandywine LLC I and First
Brandywine LLC II.

3.55** Form of Certificate of Incorporation for Eastern States
Engineering, Inc. and Fairway Valley, Inc.

3.56** Form of Bylaws for Eastern States Engineering, Inc. and
Fairway Valley, Inc.

3.57** Form of Bylaws for TB Proprietary, L.P., Inc., Toll NJX-I
Corp. and Toll NJX-II Corp.

3.58** Form of Certificate of Incorporation for Toll Bros. of
Tennessee, Inc., Toll Management AZ Corp., Toll Management
VA Corp., Toll NJX-I Corp., Toll NJX-II Corp. and Toll VA
Member Two, Inc.

3.59** Form of Bylaws for Toll Bros. of Tennessee, Inc., Toll
Management AZ Corp., Toll Management VA Corp. and Toll VA
Member Two, Inc.

3.60** Form of Articles of Organization for Big Branch Overbrook
LLC and Sapling Ridge, LLC.

3.61** Form of Articles of Incorporation for HQZ Acquisitions, Inc.
and The Silverman Building Companies, Inc.

3.62** Form of Articles of Incorporation for Silverman Development
Company, Inc., SH Homes Corporation and SI Investment
Corporation.

3.63** Form of Articles of Incorporation for Polekoff Farm, Inc.,
Toll Bros., Inc., Toll Real Estate, Inc., Toll Land Corp.
No. 6 and Windsor Development Corp.

3.64** Form of Bylaws for Polekoff Farm, Inc., Toll Bros., Inc.,
Toll Land Corp. No. 6 and Windsor Development Corp.

3.65** Form of Certificate of Incorporation for Toll Realty
Holdings Corp. I, Toll Realty Holdings Corp. II and Toll
Realty Holdings Corp. III.

3.66** Form of Bylaws for Toll Realty Holdings Corp. I, Toll Realty
Holdings Corp. II and Toll Realty Holdings Corp. III.

3.67** Form of Operating Agreement for Brier Creek Country Club I
LLC and Brier Creek Country Club II LLC.

3.68** Form of Operating Agreement for Belmont Country Club I LLC,
Belmont Country Club II LLC, Dominion Valley Country Club I,
LLC and Dominion Valley Country Club II, LLC.

3.69** Form of Operating Agreement for Golf I Country Club Estates
at Moorpark LLC and Golf II Country Club Estates at Moorpark
LLC.

3.70 Restated Certificate of Incorporation for Toll Brothers,
Inc. dated July 1, 1996, is hereby incorporated by reference
to Exhibit 3.1 of Toll Brothers, Inc.'s Form 10-Q for the
quarter ended January 31, 2002.

3.71 Amendment to the Restated Certificate of Incorporation for
Toll Brothers, Inc. dated March 7, 1989, is hereby
incorporated by reference to Exhibit 3.2 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended January 31, 2002.

3.72 Amendment to the Restated Certificate of Incorporation for
Toll Brothers, Inc. dated June 12, 1997, is hereby
incorporated by reference to Exhibit 3.4 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended January 31, 2002.

3.73 Amendment to the Restated Certificate of Incorporation for
Toll Brothers, Inc. dated January 8, 1998, is hereby
incorporated by reference to Exhibit 3.5 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended January 31, 2002.

3.74 Amendment to the Restated Certificate of Incorporation for
Toll Brothers, Inc. dated March 7, 2002, is hereby
incorporated by reference to Exhibit 3.6 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended January 31, 2002.

3.75 Amended and Restated Bylaws for Toll Brothers, Inc., are
hereby incorporated by reference to Exhibit 3 of Toll
Brothers, Inc.'s Current Report on Form 8-K dated March 38,
2003.

3.76** Certificate of Limited Partnership for Edmunds-Toll Limited
Partnership.

3.77** Articles of Incorporation for Toll YL, Inc.

3.78** Amended and Restated Certificate of Incorporation for First
Brandywine Finance Corp.

3.79** Agreement of Limited Partnership for First Brandywine
Partners, L.P.

3.80** Limited Liability Company Agreement for Toll DE X, L.L.C.

3.81** Bylaws for Toll Philmont Corporation.

3.82** Articles of Incorporation for Frenchman's Reserve Country
Club, Inc.

3.83** Bylaws for Frenchman's Club Reserve Country Club, Inc.

3.84** Amended and Restated Articles of Incorporation for Mizner
Country Club, Inc.

3.85** Bylaws for Mizner Country Club, Inc.

3.86** Articles of Organization for Naples Lakes Country Club,
L.L.C.

3.87** Operating Agreement for Naples Lakes Country Club, L.L.C.

3.88** Articles of Organization for Naples TBI Realty, LLC.

3.89** Articles of Incorporation for Toll FL GP Corp.

3.90** Articles of Amendment for Feys Property LLC.

3.91** Bylaws for Toll Peppertree, Inc.

3.92** Limited Partnership Certificate for Rose Hollow Crossing
Associates.

3.93** Limited Partnership Agreement for Rose Hollow Crossing
Associates.

3.94** Bylaws for Toll Brothers Real Estate, Inc.

3.95** Partnership Agreement for Toll Naval Associates.

3.96** Bylaws for Toll PA GP Corp.

4.1 Indenture dated as of November 22, 2002 between Toll
Brothers Finance Corp., as issuer, Toll Brothers, Inc. as
guarantor, and Bank One Trust Company, as Trustee, including
form of guarantee, is hereby incorporated by reference to
Exhibit 4.1 of the Toll Brothers, Inc.'s Form 8-K filed with
the Securities and Exchange Commission on November 27, 2002.

4.2 Authorizing Resolutions, dated as of November 15, 2002,
relating to $300,000,000 principal amount of 6.875% Senior
Notes of Toll Brothers Finance Corp. due 2012, guaranteed on
a senior basis by the Toll Brothers, Inc. and other
subsidiaries of Toll Brothers, Inc. is hereby incorporated
by reference to Exhibit 4.2 of Toll Brothers Inc.'s Form 8-K
filed with the Securities and Exchange Commission on
November 27, 2002.

4.3 Registration Rights Agreement dated as of November 22, 2002
by and among Toll Brothers Finance Corp. and Toll Brothers,
Inc. and Salomon Smith Barney Inc., Banc of America
Securities LLC and Banc One Capital Markets, Inc., as the
Initial Purchase Representatives is hereby incorporated by
Reference to Exhibit 4.3 of Toll Brothers, Inc,'s Form 10-Q
for the quarter ended January 31, 2003.

4.4** First Supplemental Indenture dated as of May 1, 2003, by and
among the parties listed on Schedule A thereto and Bank One
Trust Company, National Association, as trustee.

5.1* Opinion of Wolf, Block, Schorr and Solis-Cohen LLP,
Philadelphia, Pennsylvania.

5.2* Opinion of Kenneth J. Gary, Esquire, Senior Vice President
and General Counsel of Toll Brothers, Inc.

10.1 Purchase Agreement dated November 15, 2002 by and among,
Toll Brothers Finance Corp. and Toll Brothers, Inc. and
Salomon Smith Barney Inc., Banc of America Securities LLC
and Banc One Capital Markets, Inc., as the Initial Purchase
Representatives is hereby incorporated by reference to
Exhibit 10.1 of Toll Brothers, Inc.'s Form 10-Q for the
quarter ended January 31, 2003.

10.2 Amended and Restated Credit Agreement by and among First
Huntingdon Finance Corp., Toll Brothers, Inc. and the
lenders which are parties thereto dated May 18, 2001, is
hereby incorporated by reference to Exhibit 10.3 of Toll
Brothers, Inc.'s Form 10-Q for the quarter ended April 30,
2001.

12** Statement Regarding Computation of Ratio of Earnings to
Fixed Charges.

21 Subsidiaries of Toll Brothers, Inc. is hereby incorporated
by reference to Exhibit 21 of Toll Brothers, Inc.'s Form
10-K for the year ended October 31, 2002.

23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included
as part of Exhibit 5.1).

23.2 Consent of Kenneth J. Gary, Esquire (included as part of
Exhibit 5.2).

23.3* Consent of Independent Auditors.

24** Power of Attorney.

25** Statement of Eligibility and Qualification on Form T-1 of
Bank One Trust Company, National Association, as trustee of
the 6.875% Senior Notes Due 2012 of Toll Brothers Finance
Corp.

99.1** Form of Letter of Transmittal.

99.2** Form of Notice of Guaranteed Delivery.

99.3** Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.

99.4** Form of Letter to DTC Participants.

99.5** Form of Letter to Beneficial Holders.

99.6** Form of Exchange Agent Agreement.

* Filed herewith

**Previously filed.
++Where a jurisdiction is specified for a form of organizational or governing
document, such form is the document that is used, in substantially similar
form, by each of the Guarantors of corresponding entity type that is organized
in that jurisdiction, except with respect to any Guarantor for which that
Guarantor's actual organizational/governing documents, or forms of such
documents specifically identified as applicable to such Guarantor, are filed
herewith.

II-4

Item 22. Undertakings.

The undersigned registrants hereby undertakes

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to item 4, 10(b), 11 or 13 of this Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of this registration statement through the date responding to the request;

(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective;

(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being registered, the registrants will, unless
in the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(7) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll
Brothers Finance Corp. has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on July 8, 2003.

TOLL BROTHERS FINANCE CORP.

By: *
--------------------------------------
Zvi Barzilay,
President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- ------

* Director
- ------------------------------------
Robert I. Toll

* President, Chief Operating Officer, Assistant Secretary
- ------------------------------------ and Director (Principal Executive Officer)
Zvi Barzilay

* Executive Vice President, Treasurer, Chief Financial
- ------------------------------------ Officer, Assistant Secretary and Director (Principal
Joel H. Rassman Financial Officer)

* Vice President, Chief Accounting Officer, and Assistant
- ------------------------------------ Secretary (Principal Accounting Officer)
Joseph R. Sicree

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll
Brothers, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, Township of Lower
Moreland, Commonwealth of Pennsylvania, on July 8, 2003.

TOLL BROTHERS, INC.

By: *
---------------------------------
Robert I. Toll,
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- ------

* Chairman of the Board, Chief Executive Officer and
- ---------------------------------- Director (Principal Executive Officer)
Robert I. Toll

* Vice Chairman of the Board and Director
- ----------------------------------
Bruce E. Toll

* President, Chief Operating Officer and Director
- ----------------------------------
Zvi Barzilay

II-7

* Director
- ------------------------------------
Robert S. Blank

* Director
- ------------------------------------
Edward G. Boehne

* Director
- ------------------------------------
Richard J. Braemer

* Director
- ------------------------------------
Roger S. Hillas

* Director
- ------------------------------------
Carl B. Marbach

* Director
- ------------------------------------
Stephen A. Novick

* Senior Vice President, Treasurer, Chief Financial
- ------------------------------------ Officer and Director (Principal Financial Officer)
Joel H. Rassman

* Director
- ------------------------------------
Paul E. Shapiro

* Vice President and Chief Accounting Officer
- ------------------------------------ (Principal Accounting Officer)
Joseph R. Sicree

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule I of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on the Schedule I of
Additional Registrants)

By: **
---------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule I of Additional Registrants
that are corporations or limited
liability companies and President of
the corporate general partner or
limited liability company general
partner of each Registrant listed on
Schedule I of Additional Registrants
that are limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on July 8, 2003.

*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule I of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- --------- -----

** Director (as to corporate Registrants)/Manager
- --------------------------------- (as to limited liability company Registrants)
Robert I. Toll

II-9

** President, Chief Operating Officer, Assistant Secretary
- -------------------------------------- and Director (as to corporate Registrants)/Manager (as
Zvi Barzilay to limited liability company Registrants) (Principal
Executive Officer)

** Senior Vice President, Treasurer, Chief Financial
- -------------------------------------- Officer, Assistant Secretary and Director (as to
Joel H. Rassman corporate Registrants)/Manager (as to limited liability
company Registrants) (Principal Financial Officer)

** Vice President, Chief Accounting Officer, and Assistant
- -------------------------------------- Secretary (Principal Accounting Officer)
Joseph R. Sicree

**By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule II of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on the Schedule II of
Additional Registrants)

By: **
---------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule II of Additional Registrants
that are corporations or limited
liability companies and President of
the corporate general partner of each
Registrant listed on Schedule II of
Additional Registrants that are limited
partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on July 8, 2003.

* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule II of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- --------- -----

** Director (as to corporate Registrants)/Manager
- --------------------------------- (as to limited liability company Registrants)
Robert I. Toll

II-11

** Vice President, Chief Accounting Officer, and Assistant
- -------------------------------------- Secretary (Principal Accounting Officer)
Joseph R. Sicree

** Director (as to corporate Registrants)/Manager
- -------------------------------------- (as to limited liability company Registrants)
Douglas C. Yearley, Jr.

**By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule III of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule III of
Additional Registrants)

By: *
-------------------------------------
Michael Donnelly,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- ----------------------------------
Michael Donnelly

* Vice President and Manager
- ----------------------------------
Ronald Blum

* Treasurer, Secretary, and Manager (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Joseph Pease

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule IV of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed Schedule IV of
Additional Registrants Table IV)

By: *
-----------------------------------
Michael Donnelly,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- ----------------------------------
Michael Donnelly

* Vice President and Manager
- ----------------------------------
Robert Fordham

* Treasurer, Secretary, and Manager (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Roger Dalal

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Frenchman's
Reserve Country Club, Inc. has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on July 8, 2003.

Frenchman's Reserve Country Club, Inc.

By: *
--------------------------------------
Michael Donnelly,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Director (Principal Executive Officer)
- ----------------------------------
Michael Donnelly

* Vice President and Director
- ----------------------------------
Ronald Blum

* Treasurer, Secretary, and Director (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Roert Fordham

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Mizner
Country Club, Inc. has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, July 8, 2003.

Mizner Country Club, Inc.

By: *
---------------------------------------
Michael Donnelly,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Director (Principal Executive Officer)
- ----------------------------------
Michael Donnelly

* Vice President and Director
- ----------------------------------
Robert Fordham

* Treasurer, Secretary, and Director (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Joseph Pease

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule V of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule V of
Additional Registrants)

By: **
-------------------------------------
John A. Oscar, Jr.
President of each Registrant listed
on Schedule V of Additional
Registrants that are corporations or
limited liability companies and
President of the corporate general
partner of each Registrant listed on
Schedule V of Additional Registrants
that are limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on July 8, 2003.

* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule V of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated. Where the Registrant is a limited liability company, this
registration statement has been signed by the following persons on behalf of
such entities' corporate general partner in the capacities indicated.

II-17

Signature Title
- --------- -----

** President, Treasurer and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
John A. Oscar, Jr. Registrants) (Principal Executive Officer) (Principal
Financial Officer) (Principal Accounting Officer)

** Vice President and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Joel H. Rassman Registrants)

** Secretary and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Gordon W. Stewart Registrants)

** Assistant Secretary and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Mark J. Warshauer Registrants)

** Director (as to corporate Registrants)/Manager (as to
- ------------------------------------- limited liability company Registrants)
Ann DiFiore

**By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, C.B.A.Z.
Construction Company LLC has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on July 8, 2003.

C.B.A.Z. Construction Company LLC

By: *
----------------------------------
Wayne S. Patterson,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- --------------------------------------
Wayne S. Patterson

* Vice President and Manager
- --------------------------------------
Richard T. Hartman

* Vice President, Secretary, Treasurer and Manager (Chief
- -------------------------------------- Financial Officer) (Chief Accounting Officer)
Charles W. Bowie

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VI of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule VI of
Additional Registrants)

By: *
---------------------------------------
Zvi Barzilay,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President, Chief Operating Officer, Secretary and
- -------------------------------------- Director (Principal Executive Officer)
Zvi Barzilay

* Senior Vice President, Treasurer, Chief Financial
- -------------------------------------- Officer, Assistant Secretary and Director (Principal
Joel H. Rassman Financial Officer) (Principal Accounting Officer)

* Director
- --------------------------------------
Robert I. Toll

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule VII of
Additional Registrants)

By: **
------------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule VII of Additional Registrants
that are corporations or limited liability
companies and President of the corporate
general partner of each Registrant listed
on Schedule VII of Additional Registrants
that are limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on July 8, 2003.

* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule VII of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- --------- -----

** President, Chief Operating Officer, Secretary and
- -------------------------------- Director (Principal Executive Officer)
Zvi Barzilay

II-21

** Senior Vice President, Treasurer, Chief Financial
- ------------------------------------ Officer, Assistant Secretary and Director (Principal
Joel H. Rassman Financial Officer) (Principal Accounting Officer)

** Director
- ------------------------------------
Robert I. Toll

** Director
- ------------------------------------
Douglas C. Yearley, Jr.

**By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VIII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule VIII
of Additional Registrants)

By: *
------------------------------------------
James Smith,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- ------------------------------------
James Smith

* Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------ Officer) (Principal Accounting Officer)
Eric C. Pino

* Vice President and Manager
- ------------------------------------
Gordon R. Ivascu

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule IX of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule IX
of Additional Registrants)

By: *
-----------------------------------------
Thomas Anhut,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- -------------------------------
Thomas Anhut

* Treasurer, Secretary and Manager (Principal Financial
- ------------------------------- Officer) (Principal Accounting Officer)
Richard Gannon

* Vice President and Manager
- ------------------------------
Brad Nelson

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule X of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule X of Additional
Registrants)

By: *
---------------------------------------------
James Boyd,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- -------------------------------------
James Boyd

* Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------- Officer) (Principal Accounting Officer)
Michael Nix

* Vice President and Manager
- --------------------------------------
Craig Messi

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XI of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule XI
of Additional Registrants)

By: *
-----------------------------------------
Gary Lemon,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- ------------------------------------
Gary Lemon

* Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------ Officer) (Principal Accounting Officer)
James Kemp

* Vice President and Manager
- -------------------------------------
Lee Dotson

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Naples TBI
Realty, LLC has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Naples TBI Realty, LLC

By: *
----------------------------------------
Ralph Reinert,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President (Principal Executive Officer)
- --------------------------------
Ralph Reinert

* Vice President
- --------------------------------
Kenneth Thirtyacre

* Manager
- --------------------------------
Helen Walker

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Naples
Lakes Country Club, L.L.C. has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on July 8, 2003.

Naples Lakes Country Club, L.L.C.

By: *
----------------------------------------
Ralph Reinert,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* Manager (Principal Executive Officer) (Principal
- -------------------------------- Financial Officer) (Principal Accounting Officer)
Ralph Reinert

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Martin
County Improvement Association LLC, has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Township of Lower Moreland, Commonwealth of Pennsylvania, on July 8, 2003.

Martin County Improvement Association LLC

By: *
----------------------------------------
David Layman,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* Manager (Principal Executive Officer) (Principal
- -------------------------------- Financial Officer) (Principal Accounting Officer)
David Layman

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Toll Realty
L.L.C. has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Toll Realty L.L.C.

By: *
-----------------------
Brian Loftus,
Manager

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President (Principal Executive Officer)
- --------------------------------------
Kenneth Thirtyacre

* Manager
- --------------------------------------
Brian Loftus

* Vice President
- --------------------------------------
James Manners

* Secretary and Treasurer (Principal Financial Officer)
- -------------------------------------- (Principal Accounting Officer)
Ralph Reinert

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on the Schedule XII of Additional
Registrants)

By: **
----------------------------------------------------------
Wayne S. Patterson,
President of each Registrant listed on Schedule XII of
Additional Registrants that are corporations or limited
liability companies and President of the corporate general
partner of each Registrant listed on Schedule XII of
Additional Registrants that are limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on July 8, 2003.

* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule XII of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

II-31

Signature Title
- --------- -----

** President and Director (Principal Executive Officer)
- --------------------------------
Wayne S. Patterson

** Vice President, Secretary and Director
- --------------------------------
Kenneth J. Gary

**By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XIII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule XIII of
Additional Registrants)

By: *
---------------------------------------
Andrew Stern,
Manager

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* Manager (Principal Executive Officer) (Principal
- -------------------------------- Financial Officer) (Principal Accounting Officer)
Andrew Stern

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XIV of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule XIV
of Additional Registrants)

By: *
---------------------------------------
Wayne S. Patterson,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* Manager (Principal Executive Officer) (Principal
- ---------------------------------------- Financial Officer) (Principal Accounting Officer)
Wayne S. Patterson

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XV of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule XV
of Additional Registrants)

By: **
-------------------------------------------
John A. Oscar, Jr.,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on July 8, 2003.

* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule XII of Additional Registrants. Where the Registrant is a
limited liability company, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- --------- -----

** President and Treasurer (Principal Executive Officer)
- ---------------------------------------
John A. Oscar, Jr.

** Vice President and Director (as to corporate
- --------------------------------------- Registrants)/Manager (as to limited liability company
Joel H. Rassman Registrants)

II-35

** Secretary and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Gordon W. Stewart Registrants)

** Director (as to corporate Registrants)/Manager (as to
- ------------------------------------- limited liability company Registrants)
Edward Jones

**By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, South
Riding Realty LLC has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on July 8, 2003.

South Riding Realty LLC

By: *
------------------------------------------
William Gilligan,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- --------------------------------
William Gilligan

* Vice President and Manager
- --------------------------------
John Harris

* Secretary, Treasurer and Manager (Principal Financial
- -------------------------------- Officer) (Principal Accounting Officer)
John Tsitos

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVI of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule XVI
of Additional Registrants)

By: *
---------------------------------------
Robert Craig,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- --------------------------------------
Robert Craig

* Treasurer, Secretary and Manager (Principal Financial
- -------------------------------------- Officer) (Principal Accounting Officer)
Paul Luck

* Vice President and Manager
- --------------------------------------
William Perry

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on July 8, 2003.

Registrants (As Listed on Schedule XVII
of Additional Registrants)

By: *
------------------------------------------
John Gasque,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- -----

* President and Manager (Principal Executive Officer)
- -------------------------------------
John Gasque

* Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------- Officer) (Principal Accounting Officer)
Gregory Harold

* Vice President and Manager
- -------------------------------------
Paul Eberz

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Northville
Hills Golf Club LLC has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Farmington
Hills, state of Michigan, on July 8, 2003.

Northville Hills Golf Club LLC

By: *
---------------------------------------------
Keith Anderson,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 8, 2003.

Signature Title
- --------- ------

* President and Manager (Principal Executive
- ------------------------------------------------ Officer)
Keith Anderson

* Vice President and Manager
- ------------------------------------------------
John Oberlin

* Treasurer, Secretary, and Manager (Principal Financial
- ------------------------------------------------ Officer) (Principal Accounting Officer)
William Bye

*By Joseph R. Sicree
----------------------------------
Joseph R. Sicree, Attorney-in-Fact
pursuant to powers of attorney
previously filed as part of
this Registration Statement

II-40

Schedule I of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll Holdings, Inc.

Amwell Chase, Inc.

BBCC Investments, Inc.

Brentwood Investments I, Inc

Bunker Hill Estates, Inc.

Chesterbrooke, Inc.

Connecticut Land Corp

Daylesford Development Corp.

Eastern States Engineering, Inc.

Edmunds-Toll Construction Company

Fairway Valley, Inc.

First Huntingdon Finance Corp.

Franklin Farms G.P., Inc.

MA Limited Land Corporation

Maple Point, Inc.

Maryland Limited Land Corporation

Polekoff Farm, Inc.

Springfield Chase, Inc.

Stewarts Crossing, Inc.

Tampa Realty Associates, Inc.

Tenby Hunt, Inc.

Toll AZ GP Corp.

Toll Bros., Inc. (Pennsylvania)

Toll Bros., Inc. (Delaware)

Toll Bros., Inc. (Texas)

Toll Bros. of Arizona, Inc.

Toll Bros. of North Carolina, Inc.

Toll Bros. of North Carolina II, Inc.

Toll Bros. of North Carolina III, Inc.

II-41

Toll Brothers Real Estate, Inc.

Toll CA GP Corp.

Toll CO GP Corp.

Toll Corp.

Toll Finance Corp.

Toll FL GP Corp.

Toll IL GP Corp.

Toll Land Corp. No. 6

Toll Land Corp. No. 10

Toll Land Corp. No. 20

Toll Land Corp. No. 43

Toll Land Corp. No. 45

Toll Land Corp. No. 46

Toll Land Corp. No. 47

Toll Land Corp. No. 48

Toll Land Corp. No. 49

Toll Land Corp. No. 50

Toll Land Corp. No. 51

Toll Land Corp. No. 52

Toll Land Corp. No. 53

Toll Land Corp. No. 55

Toll Land Corp. No. 56

Toll Land Corp. No. 58

Toll Land Corp. No. 59

Toll Land Corp. No. 60

Toll NV GP Corp.

Toll NC GP Corp.

Toll OH GP Corp.

Toll PA GP Corp.

Toll PA II GP Corp.

Toll Peppertree, Inc.

Toll Philmont Corporation

II-42

Toll RI GP Corp.

Toll SC GP Corp.

Toll TN GP Corp.

Toll TX GP Corp.

Toll VA GP Corp.

Toll VA Member Two, Inc.

Toll Wood Corporation

Toll YL, Inc.

Valley Forge Conservation Holding GP Corp.

Warren Chase, Inc.

Windsor Development Corp.

Afton Chase, L.P.

Audubon Ridge, L.P.

BBCC Golf, L.P.

BBCC Investments, L.P.

Beaumont Chase, L.P.

Belmont Land, L.P.

Bennington Hunt, L.P.

Bernards Chase, L.P.

Binks Estates Limited Partnership

The Bird Estate Limited Partnership

Blue Bell Country Club, L.P.

Branchburg Ridge, L.P.

Brandywine River Estates, L.P.

Brass Castle Estates, L.P.

Brentwood Investments, L.P.

Bridle Estates, L.P.

Broad Run Associates, L.P.

Buckingham Woods, L.P.

Bucks County Country Club, L.P.

CC Estates Limited Partnership

Calabasas View, L.P.

II-43

Charlestown Hills, L.P.

Chesterbrooke Limited Partnership

Chesterfield Hunt, L.P.

Cobblestones at Thornbury, L.P.

Cold Spring Hunt, L.P.

Coleman-Toll Limited Partnership

Concord Chase, L.P.

Cortlandt Chase, L.P.

Delray Limited Partnership

Dolington Estates, L.P.

Dominion Country Club, L.P.

Eagle Farm Limited Partnership

Edmunds-Toll Limited Partnership

Eldorado Country Estates, L.P.

Estates at Autumnwood, L.P.

The Estates at Brooke Manor Limited Partnership

Estates at Coronado Pointe, L.P.

The Estates at Potomac Glen Limited Partnership

Estates at Princeton Junction, L.P.

Estates at Rivers Edge, L.P.

Estates at San Juan Capistrano, L.P.

The Estates at Summit Chase, L.P.

Fairfax Investment, L.P.

Fairfax Station Hunt, L.P.

Fair Lakes Chase, L.P.

Fairway Mews Limited Partnership

Farmwell Hunt, L.P.

Franklin Oaks Limited Partnership

Freehold Chase, L.P.

Great Falls Hunt, L.P.

Great Falls Woods, L.P.

Greens at Waynesborough, L.P.

II-44

Greenwich Chase, L.P.

Greenwich Station, L.P.

Hockessin Chase, L.P.

Holland Ridge, L.P.

Holliston Hunt Limited Partnership

Hopewell Hunt, L.P.

Huckins Farm Limited Partnership

Hunter Mill, L.P.

Hunterdon Chase, L.P.

Hunterdon Ridge, L.P.

Huntington Estates Limited Partnership

Hurley Ridge Limited Partnership

Independence Hill, L.P.

Kensington Woods Limited Partnership

Knolls of Birmingham, L.P.

Lakeridge, L.P.

Lakeway Hills Properties, L.P.

Laurel Creek, L.P.

Loudoun Valley Associates, L.P.

Mallard Lakes, L.P.

Manalapan Hunt, L.P.

Marshallton Chase, L.P.

Mill Road Estates, L.P.

Montgomery Chase, L.P.

Montgomery Oaks, L.P.

Moorestown Hunt, L.P.

Mount Kisco Chase, L.P.

NC Country Club Estates Limited Partnership

Newtown Chase Limited Partnership

Northampton Crest, L.P.

Northampton Preserve, L.P.

Patriots, L.P.

II-45

The Preserve Limited Partnership

The Preserve at Annapolis Limited Partnership

The Preserve at Boca Raton Limited Partnership

Preston Village Limited Partnership

Princeton Hunt, L.P.

Providence Limited Partnership

Providence Hunt, L.P.

Providence Plantation Limited Partnership

Regency at Dominion Valley, L.P.

River Crossing, L.P.

Rolling Greens, L.P.

Rose Tree Manor, L.P.

Seaside Estates Limited Partnership

Shrewsbury Hunt Limited Partnership

Somers Chase, L.P.

Somerset Development Limited Partnership

South Riding, L.P.

South Riding Partners, L.P.

Southlake Woods, L.P.

Southport Landing Limited Partnership

Springton Pointe, L.P.

Stone Mill Estates, L.P.

Stoney Ford Estates, L.P.

Swedesford Chase, L.P.

TBI/Heron Bay Limited Partnership

TBI/Naples Limited Partnership

TBI/Palm Beach Limited Partnership

Tenby Hunt, L.P.

Thornbury Knoll, L.P.

Toll at Brier Creek Limited Partnership

Toll at Daventry Park, L.P.

II-46

Toll at Payne Ranch, L.P.

Toll at Potomac Woods, L.P.

Toll at Princeton Walk, L.P.

Toll at Westlake, L.P.

Toll at Whippoorwill, L.P.

Toll Bros. of Tennessee, L.P.

Toll Brothers Maryland II Limited Partnership

Toll CA, L.P.

Toll CA II, L.P.

Toll CA III, L.P.

Toll CA IV, L.P.

Toll CA V, L.P.

Toll CA VI, L.P.

Toll CO, L.P.

Toll CT Limited Partnership

Toll CT II Limited Partnership

Toll CT Westport Limited Partnership

Toll-Dublin, L.P.

Toll Estero Limited Partnership

Toll FL Limited Partnership

Toll Ft. Myers Limited Partnership

Toll IL, L.P.

Toll IL II, L.P.

Toll IL III, L.P.

Toll IL HWCC, L.P.

Toll Land Limited Partnership

Toll Land IV Limited Partnership

Toll Land V Limited Partnership

Toll Land VI Limited Partnership

Toll Land VII Limited Partnership

Toll Land VIII Limited Partnership

Toll Land IX Limited Partnership

II-47

Toll Land X Limited Partnership

Toll Land XI Limited Partnership

Toll Land XII Limited Partnership

Toll Land XIII Limited Partnership

Toll Land XIV Limited Partnership

Toll Land XV Limited Partnership

Toll Land XVI Limited Partnership

Toll Land XVII Limited Partnership

Toll Land XVIII Limited Partnership

Toll Land XIX Limited Partnership

Toll Land XX Limited Partnership

Toll Land XXI Limited Partnership

Toll Land XXII Limited Partnership

Toll Land XXIII Limited Partnership

Toll Land XXV Limited Partnership

Toll Land XXVI Limited Partnership

Toll Land XXVII Limited Partnership

Toll MD Limited Partnership

Toll MD II Limited Partnership

Toll MD III Limited Partnership

Toll MD IV Limited Partnership

Toll Naples Limited Partnership

Toll Naval Associates

Toll NJ, L.P.

Toll NJ II, L.P.

Toll NJ III, L.P.

Toll NJ IV, L.P.

Toll NJ V, L.P.

Toll NJ VI, L.P.

Toll NV Limited Partnership

Toll PA, L.P.

Toll PA II, L.P.

II-48

Toll PA III, L.P.

Toll PA IV, L.P.

Toll PA V, L.P.

Toll PA VI, L.P.

Toll PA VII, L.P.

Toll Peppertree, L.P.

Toll Reston Associates, L.P.

Toll RI, L.P.

Toll RI II, L.P.

Toll SC, L.P.

Toll SC II, L.P.

Toll TX, L.P.

Toll TX II, L.P.

Toll VA, L.P.

Toll VA II, L.P.

Toll VA IV, L.P.

Toll VA V, L.P.

Toll Venice Limited Partnership

Toll YL, L.P.

Toll YL II, L.P.

Trumbull Hunt Limited Partnership

Uwchlan Woods, L.P.

Valley Forge Conservation Holding, L.P.

Valley Forge Woods, L.P.

Valley View Estates Limited Partnership

Village Partners, L.P.

Warwick Greene, L.P.

Warwick Woods, L.P.

Washington Greene Development, L.P.

West Amwell Limited Partnership

Whiteland Woods, L.P.

Wichita Chase, L.P.

II-49

Willowdale Crossing, L.P.

Wilson Concord, L.P.

Woodbury Estates, L.P.

The Woods at Highland Lakes, L.P.

The Woods at Long Valley, L.P.

The Woods at Muddy Branch Limited Partnership

Wrightstown Hunt, L.P.

Yardley Estates, L.P.

Big Branch Overlook L.L.C.

Creeks Farm L.L.C.

Feys Property LLC

High Point at Hopewell, LLC

Hunts Bluff LLC

Long Meadows TBI, LLC

Nosan & Silverman Homes LLC

Regency at Denville LLC

Regency at Dominion Valley LLC

RiverCrest Sewer Company, LLC

Sapling Ridge, LLC

SR Amberlea LLC

Toll Cedar Hunt LLC

Toll-Dublin, LLC

Toll Equipment, L.L.C.

Toll NJ I, L.L.C.

Toll NJ II, L.L.C.

Toll Reston Associates, L.L.C.

Toll VA L.L.C

Toll VA III L.L.C.

Virginia Construction Co. I, LLC

Virginia Construction Co. II, LLC

II-50

Schedule II of Additional Registrants
Exact Name of Registrant as Specified in its Charter

HQZ Acquisitions, Inc.

The Silverman Building Companies, Inc.

Silverman Development Company, Inc.

SH Homes Corporation

SI Investment Corporation

Toll MI GP Corp.

Cheltenham Estates Limited Partnership

Maple Creek Limited Partnership

Newport Ridge Limited Partnership

Silverman-Toll Limited Partnership

Timber Ridge Investment Limited Partnership

Toll MI Limited Partnership

Toll MI II Limtied Partnership

Toll MI III Limited Partnership

Toll Northville Limited Partnership

Toll Northville Golf Limited Partnership

Waldon Preserve Limited Partnership

Schedule III of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Frenchman's Reserve Realty, LLC

Mizner Realty, L.L.C.

Schedule IV of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Palm Cove Golf & Yacht Club I LLC

Palm Cove Golf & Yacht Club II LLC

Palm Cove Marina I LLC

Palm Cove Marina II LLC

II-51

Schedule V of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll NJX-I Corp.

Toll NJX-II Corp.

Toll DE X, LLC

TB Proprietary Corp.

First Brandywine Finance Corp.

First Brandywine Investment Corp II.

First Brandywine Investment Corp III

Toll Bros. of Tennessee, Inc.

Toll VA Member Two, Inc.

TB Proprietary LP, Inc.

TB Proprietary, L.P.

First Brandywine LLC I

First Brandywine LLC II

First Brandywine Partners, L.P.

Rose Hollow Crossing Associates

Schedule VI of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll Realty Holdings Corp. I

Toll Realty Holdings Corp. II

Schedule VII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll Realty Holdings Corp. III

Toll Brothers Realty Michigan II LLC

II-52

Schedule VIII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Belmont Country Club I LLC

Belmont Country Club II LLC

Schedule IX of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Brier Creek Country Club I LLC

Brier Creek Country Club II LLC

Schedule X of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Golf I Country Club Estates at Moorpark LLC

Golf II Country Club Estates at Moorpark LLC

Schedule XI of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Mountain View Country Club I LLC

Mountain View Country Club II LLC

Schedule XII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll NH Limited Partnership

Toll NH GP Corp.

Schedule XIII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

ELB Investments I LLC

ELB Investments II LLC

II-53

Schedule XIV of Additional Registrants
Exact Name of Registrant as Specified in its Charter

FC Investments I LLC

FC Investments II LLC

Schedule XV of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll Management AZ Corp.

Toll Management VA Corp.

C.B.A.Z. Holding Company LLC

Schedule XVI of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Dominion Valley Country Club I LLC

Dominion Valley Country Club II LLC

Schedule XVII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

The Regency Golf Club I LLC

The Regency Golf Club II LLC

II-54

Index To Exhibits++