UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 23, 2005
                                                  -----------------


                               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.)

     250 Gibraltar Road, Horsham, PA                      19044
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)


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

- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On February 23, 2005, Toll Brothers, Inc. issued a press release which
contained Toll Brothers, Inc.'s results of operations for its three-month
periods ended January 31, 2005 and 2004, a copy of which release is attached
hereto as Exhibit 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.

ITEM 7.01. REGULATION FD DISCLOSURE

         On February 23, 2005, Toll Brothers, Inc. will host a conference call
for investors to discuss the results of operations for its three-month period
ended January 31, 2005, and to discuss the expected results of operations for
its fiscal year 2005. A summary of the guidance to be given for its expected
results of operations for fiscal 2005 is attached hereto as Exhibit 99.2 to this
report.

         The information hereunder shall not be deemed to be "filed" for the
purposes of Section 18 of 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c). Exhibits.

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

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

99.1*    Press release of Toll Brothers, Inc. dated February 23, 2005 announcing
         its financial results for the three-month periods ended January 31,
         2005 and 2004.

99.2*    Outline of guidance to be given by Toll Brothers, Inc. on its
         conference call of February 23, 2005 related to expected results of
         operations for each of its four quarters and fiscal year ending October
         31, 2005.



* 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 23, 2005                   By: Joseph R. Sicree
                                               ----------------------
                                               Joseph R. Sicree
                                               Vice President, Chief
                                                 Accounting Officer