EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               TOLL BROTHERS, INC.

         TOLL BROTHERS, INC., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law (the "Company") DOES HEREBY
CERTIFY THAT:

         FIRST: At a meeting of the Board of Directors of the Company held on
December 16, 2004, the Board of Directors of the Company adopted resolutions
that declared advisable and recommended to the stockholders of the Company the
following amendment to the Company's Certificate of Incorporation and directed
that said amendment be submitted to the Company's stockholders for their consent
and approval at the Annual Meeting of Stockholders on March 17, 2005. The
amendment amends Article Four of the Company's Certificate of Incorporation to
read in its entirety as follows:

                  "Article Four
                   ------------

                  The corporation is authorized to issue 201,000,000 shares of
         capital stock, consisting of two (2) classes of stock, to wit:

                         (a) Common Stock. The total number of shares of Common
                  Stock which the corporation shall have authority to issue is
                  Two Hundred Million (200,000,000) shares and the par value of
                  each of such shares is One Cent ($.01) amounting in the
                  aggregate to Two Million Dollars ($2,000,000).

                         (b) Preferred Stock. The total number of shares of
                  Preferred Stock which the corporation shall have authority to
                  issue is One Million (1,000,000), and the par value of each
                  such share is One Cent ($.01) amounting in the aggregate to
                  Ten Thousand Dollars ($10,000).





                  The Board of Directors is authorized, subject to the
         limitations prescribed by law and the provisions of this Article Four,
         to provide by adopting a resolution or resolutions, a certificate of
         which action shall be filed and recorded in accordance with the General
         Corporation Law of the State of Delaware, for the issuance of the
         Preferred Stock in one or more series, each with such designations,
         powers, preferences and rights of the shares, and the qualifications,
         limitations or restrictions thereof.

                  The number of authorized shares of Preferred Stock may be
         increased or decreased (but not below the number of shares thereof then
         outstanding) by the affirmative vote of the holders of a majority of
         the Common Stock, without a vote of the holders of the Preferred Stock,
         or of any series thereof, unless a vote of any such holders is required
         pursuant to the certificate or certificates establishing the series of
         Preferred Stock."

         SECOND: At the Annual Meeting of Stockholders on March 17, 2005, held
pursuant to the notice required by Section 222 of the Delaware General
Corporation Law, not less than a majority of the outstanding shares of stock
entitled to vote thereon approved the foregoing amendment to the Company's
Certificate of Incorporation.

         THIRD: The aforesaid amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed, under penalty of perjury, by
Joseph R. Sicree, its Vice President, and attested by Michael I. Snyder, its
Secretary, on June 9, 2005, and does confirm that this Certificate of Amendment
is the act and deed of the Company and that the statements made herein are true.

                                                   TOLL BROTHERS, INC.
                                                   By: Joseph R. Sicree
                                                       Joseph R. Sicree
                                                       Vice President
Attest:


By: Michael I. Snyder
    ----------------------------
    Michael I. Snyder, Secretary

         (Corporate Seal)

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