EXHIBIT 99

 Resolution of the Board of Directors of Toll Brothers, Inc. adopted as of
 March 11, 2005

                  RESOLVED, that, in the event Proposal Two is approved by the
Company's stockholders, this Board has decided to abandon its ability, without
the prior approval of stockholders subsequent to March 17, 2005, to approve the
filing of certificates of amendment to the Company's Certificate of
Incorporation to utilize for any purpose set forth in the description of
Proposal Two in the proxy statement more than 200,000,000 of the 300,000,000
additional shares of the Company's Common Stock authorized by Proposal Two other
than to effectuate stock splits, stock dividends and similar stock distributions
to stockholders (including optionholders and others who are entitled to
adjustment of the number of underlying shares to which they are to be entitled
in the event of such stock splits, stock dividends and similar stock
distributions).