EXHIBIT 23.2



                                 March 18, 2004


Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, PA  19006

         Re:   Registration Statement on Form S-8 Relating to the
               Toll Brothers, Inc. Stock Incentive Plan (1998)
               --------------------------------------------------

Ladies and Gentlemen:

         As counsel to Toll Brothers, Inc., a Delaware corporation (the
"Company"), we have assisted in the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
7,000,000 shares of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), which may be issued under the Toll Brothers, Inc. Stock
Incentive Plan (1998) (the "Plan").

         In this connection, we have examined and considered the original or
copies, certified or otherwise identified to our satisfaction, of the Company's
Restated Certificate of Incorporation, as amended, its By-laws, as amended, the
Plan, resolutions of the Company's Board of Directors and such other documents
and corporate records relating to the Company and the issuance and sale of the
Common Stock as we have deemed appropriate for purposes of rendering this
opinion.

         In all examinations of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostat or other copies. As to matters of fact which have
not been independently established, we have relied upon representations of
officers of the Company.










Toll Brothers, Inc.
EXHIBIT 23.2
March 18, 2004
Page 2


         Based upon the foregoing examination and the information thus supplied,
it is our opinion that the shares of Common Stock to be offered under the Plan
are duly authorized and, when issued and sold pursuant to the terms of the Plan,
will be validly issued, fully paid and non-assessable.



























Toll Brothers, Inc.
EXHIBIT 23.2
March 18, 2004
Page 3


         We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement.

                                                  Sincerely,



                                         WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP