SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): February 5, 2004

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


                               Toll Brothers, Inc.
        -----------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


      Delaware                       001-09186             23-2416878
- --------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission           (IRS Employer
   of Incorporation)               File Number)        Identification No.)


 3103 Philmont Avenue, Huntingdon Valley, PA                    19006
 -----------------------------------------------------------------------
 (Address of Principal Executive Offices)                     (Zip Code)


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










Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c). Exhibits.

         The following Exhibits are filed as part of this Current Report on Form
8-K:

Exhibit
No.                 Item
- -------             ----

99.1*    Press release of Toll Brothers, Inc. dated February 5, 2004.


Item 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On February 5, 2004, Toll Brothers, Inc. issued a press release
containing preliminary information about its 1st Quarter homebuilding revenues
and new contracts signed, and the value of its backlog at January 31, 2004, a
copy of which release is attached hereto as 99.1 to this report.

         The information hereunder shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into a filing under the Securities Act of 1933, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.


* Filed electronically herewith.









                                   Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                  TOLL BROTHERS, INC.

Dated: February 5, 2004                           By: Joseph R. Sicree
                                                  ------------------------
                                                  Joseph R. Sicree
                                                  Vice President, Chief
                                                  Accounting Officer