FILED AS OF DATE:

As filed with the Securities and Exchange Commission,
via EDGAR, on , 2005.

Registration Nos. 333- , 333- -01, 333- -02,
333- -03 and 333- -04.

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------

TOLL BROTHERS FINANCE CORP.
TOLL BROTHERS, INC.
-----------------------------------------------------------
(Exact name of each registrant as specified in its charter)

Toll Brothers Finance Corp. - Delaware 1531 23-3097271
Toll Brothers, Inc. - Delaware 1531 23-2416878
- -------------------------------------- ------ ------------
(State or other jurisdiction (Primary Standard (I.R.S. Employee
of incorporation Industrial Classification Identification
of each registrant) Code Number of Number)
each registrant and each
additional registrant)

250 Gibraltar Road
Horsham, Pennsylvania 19044
(215) 938-8000
-------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS
---------------------------------------
Joel H. Rassman
Executive Vice President
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, Pennsylvania 19044
(215) 938-8000
------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area
code, of agent for service for each registrant and the additional
registrants)
------------------
Copies to:
Mark K. Kessler, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street, 22nd Floor
Philadelphia, Pennsylvania 19103-2097
(215) 977-2000
------------------

Approximate date of commencement of proposed sale to the public: As
soon as practicable after effective date of this registration statement.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

The registrants hereby amend this registration statement on such date
or dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

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

CALCULATION OF REGISTRATION FEE

Proposed Proposed
maximum maximum
Title of each class of offering aggregate Amount of
securities Amount to be price offering Registration
to be registered registered per unit(1) price (1) Fee
- ------------------------------------------- --------------------- ------------------- --------------------- --------------------

5.15% Senior Notes due 2015 $300,000,000 100% $300,000,000 $35,310

Guarantee of 5.15% Senior $300,000,000 (2) (2) (2)
Notes due 2015

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act if 1933.

(2) In accordance with Rule 457(n), no separate fee for the registration of the
guarantees is required.

TABLE OF ADDITIONAL REGISTRANTS(1)

Toll Holdings, Inc. Delaware 23-2569047
Amwell Chase, Inc. Delaware 23-2551304
Brentwood Investments I, Inc. Tennessee 04-3602308
Bunker Hill Estates, Inc. Delaware 23-2535037
Chesterbrooke, Inc. Delaware 23-2485513
Connecticut Land Corp. Delaware 23-2533514
Daylesford Development Corp. Delaware 23-2511943
Eastern States Engineering, Inc. Delaware 23-2432981
Fairway Valley, Inc. Delaware 23-2432976
First Brandywine Finance Corp. Delaware 23-2737486
First Brandywine Investment Corp. II Delaware 23-2731790
First Brandywine Investment Corp. III Delaware 23-2820213
First Brandywine Investment Corp. IV Delaware 61-1443340
First Huntingdon Finance Corp. Delaware 23-2485787
Franklin Farms G.P., Inc. Delaware 23-2486303
Frenchman's Reserve Country Club, Inc. Florida 56-2290261
HQZ Acquisitions, Inc. Michigan 38-3149633
MA Limited Land Corporation Delaware 23-2523560
Maple Point, Inc. Delaware 23-2551803
Maryland Limited Land Corporation Delaware 23-2499816
Mizner County Club, Inc. Florida 23-2970622
Mountain View Country Club, Inc. California 05-0567717
Polekoff Farm, Inc. Pennsylvania 23-2417142
The Silverman Building Companies, Inc. Michigan 38-3075345
SH Homes Corporation Michigan 38-3392296
SI Investment Corporation Michigan 38-3298884
Springfield Chase, Inc. Delaware 23-2538985
Stewarts Crossing, Inc. Delaware 23-2547222
TB Proprietary Corp. Delaware 23-2485790
TB Proprietary LP, Inc. Delaware 23-3066217
Tenby Hunt, Inc. Delaware 23-2682947
Toll Development Company, Inc. Michigan 38-3180742
Toll AZ GP Corp. Delaware 23-2815680
Toll Arizona LP Company, Inc. Delaware 56-2489926
Toll Arizona-II LP Company, Inc. Delaware 56-2489925
Toll Bros., Inc. Pennsylvania 23-2417123
Toll Bros., Inc. Delaware 23-2600117
Toll Bros., Inc. Texas 23-2896374
Toll Bros. of Arizona, Inc. Arizona 23-2906398
Toll Bros. of North Carolina, Inc. North Carolina 23-2777389
Toll Bros. of North Carolina II, Inc. North Carolina 23-2990315
Toll Bros. of North Carolina III, Inc. North Carolina 23-2993276
Toll Bros. of Tennessee, Inc. Delaware 51-0385724

(1) The address, including zip code, and telephone number, including area code,
for each of the additional registrants is 250 Gibraltar Road, Horsham,
Pennsylvania 19044, (215) 938-8000.

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- ------------------------------------- ------------------- ---------------
Toll Brothers AZ Construction Company Arizona 23-2832024
Toll Brothers Real Estate, Inc. Pennsylvania 23-2417116
Toll CA GP Corp. California 23-2748091
Toll California LP Company, Inc. Delaware 56-2489904
Toll CO GP Corp. Colorado 23-2978190
Toll Colorado LP Company, Inc. Delaware 56-2489913
Toll Connecticut LP Company, Inc. Delaware 51-1195212
Toll Connecticut-II LP Company, Inc. Delaware 56-2489901
Toll Corp. Delaware 23-2485860
Toll Delaware LP Company, Inc. Delaware 51-1195241
Toll Delaware-II LP Company, Inc. Delaware 56-2489912
Toll Finance Corp. Delaware 23-2978196
Toll FL GP Corp. Florida 23-2796288
Toll Florida LP Company, Inc. Delaware 51-1195251
Toll Florida-II LP Company, Inc. Delaware 56-2489909
Toll IL GP Corp. Illinois 23-2967049
Toll Illinois LP Company, Inc. Delaware 56-2489915
Toll Land Corp. No. 6 Pennsylvania 23-2417134
Toll Land Corp. No. 10 Delaware 23-2551776
Toll Land Corp. No. 20 Delaware 23-2551793
Toll Land Corp. No. 43 Delaware 23-2737488
Toll Land Corp. No. 45 Delaware 23-2737050
Toll Land Corp. No. 46 Delaware 23-2731483
Toll Land Corp. No. 47 Delaware 23-2737359
Toll Land Corp. No. 48 Delaware 23-2860557
Toll Land Corp. No. 49 Delaware 23-2860562
Toll Land Corp. No. 50 Delaware 23-2860513
Toll Land Corp. No. 51 Delaware 23-2959185
Toll Land Corp. No. 52 Delaware 23-2966099
Toll Land Corp. No. 53 Delaware 23-2978200
Toll Land Corp. No. 55 Delaware 23-2978124
Toll Land Corp. No. 56 Delaware 23-2978119
Toll Land Corp. No. 58 Delaware 23-3097273
Toll Land Corp. No. 59 Delaware 23-3097278
Toll Land Corp. No. 60 Delaware 23-3097277
Toll Management AZ Corp. Delaware 51-0385727
Toll Management VA Corp. Delaware 51-0385725
Toll Manhattan I, Inc. New York 20-2255686
Toll Maryland LP Company, Inc. Delaware 51-1195233
Toll Maryland-II LP Company, Inc. Delaware 56-2489896
Toll Massachusetts LP Company, Inc. Delaware 51-1195220
Toll Massachusetts-II LP Company, Inc. Delaware 56-2489898
Toll MD Builder Corp. Maryland 20-0355148
Toll MI GP Corp. Michigan 23-2917543
Toll Michigan LP Company, Inc. Delaware 56-2489914
Toll Michigan-II LP Company, Inc. Delaware 56-2489920
Toll Midwest LP Company, Inc. Delaware 56-2489924
Toll Midwest Note Company, Inc. Delaware 56-2489923
Toll MN GP Corp. Minnesota 20-0099962
Toll Mid-Atlantic LP Company, Inc. Delaware 51-1195257
Toll Mid-Atlantic Note Company, Inc. Delaware 51-1195252
Toll Nevada LP Company, Inc. Delaware 56-2489919

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- ------------------------------------- ------------------- ---------------
Toll New Hampshire LP Company, Inc. Delaware 51-1195125
Toll New Hampshire-II LP Company, Inc. Delaware 56-2489902
Toll New Jersey LP Company, Inc. Delaware 55-0883946
Toll New Jersey-II Company, Inc. Delaware 56-2489899
Toll New York LP Company, Inc. Delaware 51-1195218
Toll New York-II LP Company, Inc. Delaware 56-2489900
Toll NH GP Corp. New Hampshire 23-3048998
Toll NJ Builder Corp. New Jersey 74-3083211
Toll NJX-I Corp. Delaware 51-0413821
Toll NJX-II Corp. Delaware 51-0413826
Toll NJX-III Corp. Delaware 74-3083754
Toll NJX-IV Corp. Delaware 74-3083774
Toll NV GP Corp. Nevada 23-2928710
Toll NC GP Corp. North Carolina 23-2760759
Toll North Carolina LP Company, Inc. Delaware 51-1195249
Toll North Carolina-II LP Company, Inc. Delaware 56-2489910
Toll Northeast LP Company, Inc. Delaware 51-1195250
Toll Northeast Note Company, Inc. Delaware 51-1195240
Toll OH GP Corp. Ohio 23-2878722
Toll Ohio LP Company, Inc. Delaware 56-2489916
Toll Ohio-II LP Company, Inc. Delaware 56-2489918
Toll PA Builder Corp. Pennsylvania 87-0693313
Toll PA GP Corp. Pennsylvania 23-2687561
Toll PA II GP Corp. Pennsylvania 03-0395069
Toll Pennsylvania LP Company, Inc. Delaware 51-1195238
Toll Pennsylvania-II LP Company, Inc. Delaware 56-2489895
Toll Peppertree, Inc. New York 23-2709097
Toll Philmont Corporation Delaware 23-2526635
Toll Realty Holdings Corp. I Delaware 23-2954512
Toll Realty Holdings Corp. II Delaware 23-2954511
Toll Realty Holdings Corp. III Delaware 23-2954510
Toll Rhode Island LP Company, Inc. Delaware 51-1195217
Toll Rhode Island-II LP Company, Inc. Delaware 56-2489903
Toll RI GP Corp. Rhode Island 23-3020194
Toll SC GP Corp. South Carolina 23-3094328
Toll South Carolina LP Company, Inc. Delaware 51-1195245
Toll South Carolina-II LP Company, Inc. Delaware 56-2489911
Toll Southeast LP Company, Inc. Delaware 51-1195213
Toll Southeast Note Company, Inc. Delaware 51-1195261
Toll Southwest LP Company, Inc. Delaware 56-2489922
Toll Southwest Note Company, Inc. Delaware 56-2489921
Toll Texas LP Company, Inc. Delaware 56-2489928
Toll Texas-II LP Company, Inc. Delaware 56-2489927
Toll TN GP Corp. Tennessee 23-2886926
Toll TX GP Corp. Delaware 23-2796291
Toll VA GP Corp. Delaware 23-2551790
Toll VA Member Two, Inc. Delaware 51-0385726
Toll Virginia LP Company, Inc. Delaware 51-1195222
Toll Virginia-II LP Company, Inc. Delaware 56-2489897
Toll West Coast Note Company, Inc. Delaware 56-2489917
Toll West Coast LP Company, Inc. Delaware 59-3790049

iii

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- ------------------------------------- ------------------- ---------------
Toll Wood Corporation Delaware 23-2533529
Toll YL, Inc. California 23-2898272
Valley Forge Conservation Holding GP Corp. Pennsylvania 73-1636768
Warren Chase, Inc. Delaware 23-2518740
Windsor Development Corp. Pennsylvania 23-2432983
110-112 Third Ave. Realty Corp. New York 13-1940046
51 N. 8th Street LP New York 23-2796304
Afton Chase, L.P. Pennsylvania 23-2760770
Audubon Ridge, L.P. Pennsylvania 23-2668976
Beaumont Chase, L.P. Pennsylvania 23-2910269
Belmont Land, L.P. Virginia 23-2810333
Bernards Chase, L.P. New Jersey 23-2796287
Binks Estates Limited Partnership Florida 23-2796300
The Bird Estate Limited Partnership Massachusetts 23-2883360
Blue Bell Country Club, L.P. Pennsylvania 23-2668975
Branchburg Ridge, L.P. New Jersey 23-2918996
Brass Castle Estates, L.P. New Jersey 23-2921715
Brentwood Investments, L.P. Tennessee 01-0616044
Bridle Estates, L.P. Pennsylvania 23-2855510
Broad Run Associates, L.P. Pennsylvania 23-2979479
Buckingham Woods, L.P. Pennsylvania 23-2689274
Bucks County Country Club, L.P. Pennsylvania 23-2878689
CC Estates Limited Partnership Massachusetts 23-2748927
Calabasas View, L.P. California 23-2785219
Charlestown Hills, L.P. New Jersey 23-2855658
Chellis Hill Limited Partnership Massachusetts 20-2489463
Cheltenham Estates Limited Partnership Michigan 23-2968590
Chesterbrooke Limited Partnership New Jersey 23-2485378
Cobblestones at Thornbury, L.P. Pennsylvania 23-2774674
Cold Spring Hunt, L.P. Pennsylvania 23-2702468
Coleman-Toll Limited Partnership Nevada 23-2928708
Concord Chase, L.P. Pennsylvania 23-2897949
Cortlandt Chase, L.P. New York 23-2928875
Dolington Estates, L.P. Pennsylvania 23-2760781
Dominion Country Club, L.P. Virginia 23-2984309
Eagle Farm Limited Partnership Massachusetts 23-2760777
The Estates at Brooke Manor Limited
Partnership Maryland 23-2740412
Estates at Coronado Pointe, L.P. California 23-2796299
Estates at Princeton Junction, L.P. New Jersey 23-2760779
Estates at Rivers Edge, L.P. New Jersey 23-2748080
Estates at San Juan Capistrano, L.P. California 23-2796301
The Estates at Summit Chase, L.P. California 23-2748089
Fairfax Investment, L.P. Virginia 23-2982190
Fairfax Station Hunt, L.P. Virginia 23-2680894
Fair Lakes Chase, L.P. Virginia 23-2955092
Fairway Mews Limited Partnership New Jersey 23-2621939
Farmwell Hunt, L.P. Virginia 23-2822996
First Brandywine Partners, L.P. Delaware 51-0385730
Franklin Oaks Limited Partnership Massachusetts 23-2838925
Great Falls Hunt, L.P. Virginia 23-2719371
Great Falls Woods, L.P. Virginia 23-2963544

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- ------------------------------------- ------------------- ---------------
Greens at Waynesborough, L.P. Pennsylvania 23-2740013
Greenwich Chase, L.P. New Jersey 23-2709793
Greenwich Station, L.P. New Jersey 23-2816336
Hoboken Land LP New Jersey 20-1466751
Hockessin Chase, L.P. Delaware 23-2944970
Holland Ridge, L.P. New Jersey 23-2785227
Holliston Hunt Limited Partnership Massachusetts 23-2922701
Hopewell Hunt, L.P. New Jersey 23-2838289
Huckins Farm Limited Partnership Massachusetts 23-2740411
Hunter Mill, L.P. Virginia 23-2711430
Hunterdon Chase, L.P. New Jersey 23-2774673
Hunterdon Ridge, L.P. New Jersey 23-2944965
Huntington Estates Limited Partnership Connecticut 23-2855662
Hurley Ridge Limited Partnership Maryland 23-2954935
Kensington Woods Limited Partnership Massachusetts 23-2701194
Lakeway Hills Properties, L.P. Texas 23-2838579
Laurel Creek, L.P. New Jersey 23-2796297
Loudoun Valley Associates, L.P. Virginia 23-3025878
Mallard Lakes, L.P. Texas 23-2796298
Manalapan Hunt, L.P. New Jersey 23-2806323
Mill Road Estates, L.P. Pennsylvania 23-2774670
Montgomery Chase, L.P. New Jersey 23-2745356
Moorestown Hunt, L.P. New Jersey 23-2810335
Mount Kisco Chase, L.P. New York 23-2796641
NC Country Club Estates Limited Partnership North Carolina 23-2917299
Newtown Chase Limited Partnership Connecticut 23-2818660
Northampton Crest, L.P. Pennsylvania 23-2944980
Northampton Preserve, L.P. Pennsylvania 23-2901212
Patriots, L.P. New Jersey 23-2941041
The Preserve at Annapolis Limited
Partnership Maryland 23-2838510
The Preserve at Boca Raton Limited
Partnership Florida 23-2810339
Preston Village Limited Partnership North Carolina 23-2806570
Princeton Hunt, L.P. New Jersey 23-2747998
Providence Plantation Limited Partnership North Carolina 23-2855661
Regency at Dominion Valley, L.P. Virginia 45-0497498
River Crossing, L.P. Pennsylvania 23-2855516
Rolling Greens, L.P. New Jersey 23-2855583
Rose Hollow Crossing Associates Pennsylvania 23-2253629
Seaside Estates Limited Partnership Florida 23-2870057
Shrewsbury Hunt Limited Partnership Massachusetts 23-2912930
Silverman-Toll Limited Partnership Michigan 23-2986323
Somers Chase, L.P. New York 23-2855511
Somerset Development Limited Partnership North Carolina 23-2785223
Sorrento at Dublin Ranch I LP California 20-3337641
Sorrento at Dublin Ranch II LP California 20-3337654
Sorrento at Dublin Ranch III LP California 20-3337665
South Riding, L.P. Virginia 23-2994369
South Riding Amberlea LP Virginia 20-0383954
South Riding Partners, L.P. Virginia 23-2861890
South Riding Partners Amberlea LP Virginia 20-0384024
Southlake Woods, L.P. Texas 23-2869081

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- ------------------------------------- ------------------- ---------------
Southport Landing Limited Partnership Connecticut 23-2784609
Springton Pointe, L.P. Pennsylvania 23-2810340
Stone Mill Estates, L.P. Pennsylvania 23-3013974
Swedesford Chase, L.P. Pennsylvania 23-2939504
TBI/Heron Bay Limited Partnership Florida 23-2928874
TBI/Naples Limited Partnership Florida 23-2883354
TBI/Palm Beach Limited Partnership Florida 23-2891601
TB Proprietary, L.P. Delaware 23-3070158
Timber Ridge Investment Limited Partnership Michigan 38-3413876
Toll at Brier Creek Limited Partnership North Carolina 23-2954264
Toll at Daventry Park, L.P. Ohio 23-2897947
Toll at Payne Ranch, L.P. California 23-2833118
Toll at Princeton Walk, L.P. New Jersey 23-2879954
Toll at Westlake, L.P. New Jersey 23-2963549
Toll at Whippoorwill, L.P. New York 23-2888554
Toll Brooklyn LP New York 20-1941153
Toll Bros. of Tennessee, L.P. Tennessee 51-0386723
Toll Brothers AZ Limited Partnership Arizona 23-2815685
Toll Brothers Maryland II Limited
Partnership Maryland 23-3027594
Toll CA, L.P. California 23-2963547
Toll CA II, L.P. California 23-2838417
Toll CA III, L.P. California 23-3031827
Toll CA IV, L.P. California 23-3029688
Toll CA V, L.P. California 23-3091624
Toll CA VI, L.P. California 23-3091657
Toll CA VII, L.P. California 20-1972440
Toll CA VIII, L.P. California 20-2328888
Toll Cliffs Urban Renewal Company LP New Jersey 20-0383861
Toll CO, L.P. Colorado 23-2978294
Toll Costa, L.P. California 81-0602065
Toll CT Limited Partnership Connecticut 23-2963551
Toll CT II Limited Partnership Connecticut 23-3041974
Toll CT Westport Limited Partnership Connecticut 23-3048964
Toll DE LP Delaware 20-0660934
Toll-Dublin, L.P. California 23-3070669
Toll East Naples Limited Partnership Florida 23-2929049
Toll Estero Limited Partnership Florida 72-1539292
Toll FL Limited Partnership Florida 23-3007073
Toll FL II Limited Partnership Florida 73-1657686
Toll FL III Limited Partnership Florida 20-0135814
Toll FL IV Limited Partnership Florida 20-1158717
Toll FL V Limited Partnership Florida 20-2862720
Toll FL VI Limited Partnership Florida 20-3161585
Toll Ft. Myers Limited Partnership Florida 82-0559443
Toll Grove LP New Jersey 20-0215496
Toll Hudson LP New Jersey 20-0465460
Toll IL, L.P. Illinois 23-2963552
Toll IL II, L.P. Illinois 23-3041962
Toll IL III, L.P. Illinois 03-0382404
Toll IL HWCC, L.P. Illinois 75-2985312
Toll IL WSB, L.P. Illinois

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- ------------------------------------- ------------------- ---------------
Toll Jacksonville Limited Partnership Florida 20-0204373
Toll Jupiter Limited Partnership Florida 20-3368529
Toll Land Limited Partnership Connecticut 23-2709099
Toll Land IV Limited Partnership New Jersey 23-2737490
Toll Land V Limited Partnership New York 23-2796637
Toll Land VI Limited Partnership New York 23-2796640
Toll Land VII Limited Partnership New York 23-2775308
Toll Land IX Limited Partnership Virginia 23-2939502
Toll Land X Limited Partnership Virginia 23-2774670
Toll Land XI Limited Partnership New Jersey 23-2796302
Toll Land XIV Limited Partnership New York 23-2796295
Toll Land XV Limited Partnership Virginia 23-2810342
Toll Land XVI Limited Partnership New Jersey 23-2810344
Toll Land XVII Limited Partnership Connecticut 23-2815064
Toll Land XVIII Limited Partnership Connecticut 23-2833240
Toll Land XIX Limited Partnership California 23-2833171
Toll Land XX Limited Partnership California 23-2838991
Toll Land XXI Limited Partnership Virginia 23-2865738
Toll Land XXII Limited Partnership California 23-2879949
Toll Land XXIII Limited Partnership California 23-2879946
Toll Land XXV Limited Partnership New Jersey 23-2867694
Toll Land XXVI Limited Partnership Ohio 23-2880687
Toll Livingston at Naples Limited
Partnership Florida 71-0902794
Toll Marshall LP New Jersey 20-0215536
Toll MD Builder I, L.P. Maryland 20-0355209
Toll MD Limited Partnership Maryland 23-2963546
Toll MD II Limited Partnership Maryland 23-2978195
Toll MD III Limited Partnership Maryland 23-3044366
Toll MD IV Limited Partnership Maryland 71-0890813
Toll MD V Limited Partnership Maryland 81-0610742
Toll MD VI Limited Partnership Maryland 20-1756721
Toll MD VII Limited Partnership Maryland 20-2101938
Toll MI Limited Partnership Michigan 23-2999200
Toll MI II Limited Partnership Michigan 23-3015611
Toll MI III Limited Partnership Michigan 23-3097778
Toll MI IV Limited Partnership Michigan 20-1501161
Toll MI V Limited Partnership Michigan 20-2489523
Toll MN, L.P. Minnesota 20-0099987
Toll Naval Associates Pennsylvania 23-2454576
Toll NC, L.P. North Carolina 20-2087335
Toll NH Limited Partnership New Hampshire 23-3048999
Toll NJ, L.P. New Jersey 23-2963550
Toll NJ II, L.P. New Jersey 23-2991953
Toll NJ III, L.P. New Jersey 23-2993263
Toll NJ IV, L.P. New Jersey 23-3038827
Toll NJ V, L.P. New Jersey 23-3091620
Toll NJ VI, L.P. New Jersey 23-3098583
Toll NJ VII, L.P. New Jersey 20-2635402
Toll NJ VIII, L.P. New Jersey 20-3337736
Toll NJ Builder I, L.P. New Jersey 41-2089798
Toll Northville Limited Partnership Michigan 23-2918130
Toll Northville Golf Limited Partnership Michigan 23-2918224

vii

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- ------------------------------------- ------------------- ---------------
Toll NV Limited Partnership Nevada 23-3010602
Toll Orlando Limited Partnership Florida 20-2862679
Toll PA, L.P. Pennsylvania 23-2879956
Toll PA II, L.P. Pennsylvania 23-3063349
Toll PA III, L.P. Pennsylvania 23-3097666
Toll PA IV, L.P. Pennsylvania 23-3097672
Toll PA V, L.P. Pennsylvania 03-0395087
Toll PA VI, L.P. Pennsylvania 47-0858909
Toll PA VII, L.P. Pennsylvania 68-0533037
Toll PA VIII, L.P. Pennsylvania 20-0969010
Toll PA IX, L.P. Pennsylvania 20-0969053
Toll PA X, L.P. Pennsylvania 20-2172994
Toll Park, LP New Jersey 20-0383903
Toll Peppertree, L.P. New York 23-2707709
Toll Realty Holdings LP Delaware 23-2954509
Toll Reston Associates, L.P. Delaware 23-3016263
Toll RI, L.P. Rhode Island 23-3020191
Toll RI II, L.P. Rhode Island 27-0043852
Toll SC, L.P. South Carolina 23-3094632
Toll SC II, L.P. South Carolina 82-0574725
Toll Stonebrae LP California 20-3192668
Toll TX, L.P. Texas 23-2984310
Toll TX II, L.P. Texas 23-3090949
Toll TX III, L.P. Texas 20-1262237
Toll TX IV, L.P. Texas 20-1869951
Toll VA, L.P. Virginia 23-2952674
Toll VA II, L.P. Virginia 23-3001131
Toll VA IV, L.P. Virginia 75-2972033
Toll VA V, L.P. Virginia 47-0887401
Toll VA VI, L.P. Virginia 20-1972394
Toll YL, L.P. California 23-3016250
Toll YL II, L.P. California 80-0014182
Trumbull Hunt Limited Partnership Connecticut 23-2855529
Uwchlan Woods, L.P. Pennsylvania 23-2838958
Valley Forge Conservation Holding, L.P. Pennsylvania 42-1537902
Valley Forge Woods, L.P. Pennsylvania 23-2699971
Valley View Estates Limited Partnership Massachusetts 23-2760768
Village Partners, L.P. Pennsylvania 81-0594073
Washington Greene Development, L.P. New Jersey 23-2815640
Waterford Preserve LP Virginia 20-2814766
West Amwell Limited Partnership New Jersey 23-2570825
Whiteland Woods, L.P. Pennsylvania 23-2833125
Wichita Chase, L.P. Texas 23-2855660
Willowdale Crossing, L.P. Pennsylvania 23-2879951
Wilson Concord, L.P. Tennessee 23-2887824
The Woods at Highland Lakes, L.P. Ohio 23-2948699
The Woods at Long Valley, L.P. New Jersey 23-2889640

** Uses Employer Identification Number used by its sole member.

viii

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- ------------------------------------- ------------------- ---------------
5-01 - 5-17 48th Avenue LLC New York 23-2796295**
5-01 - 5-17 48th Avenue II LLC New York 23-2796295**
5-01 - 5-17 48th Avenue GC LLC New York 23-2796295**
5-01 - 5-17 48th Avenue GC II LLC New York 23-2796295**
51 N. 8th Street I LLC New York 23-2709097**
51 N. 8th Street GC LLC New York 23-2709097**
51 N. 8th Street GC II LLC New York 23-2709097**
110-112 Third Ave. GC LLC New York 13-1940046**
110-112 Third Ave. GC II LLC New York 13-1940046**
60 Industrial Parkway Cheektowaga, LLC New York 23-2796640**
700 Grove Street Urban Renewal, LLC New Jersey 20-0215496**
1500 Garden St. LLC New Jersey 20-1466751**
2301 Fallston Road LLC Maryland 23-2963546**
Arthur's Woods, LLC Maryland 23-2963546**
Arundel Preserve #6, LLC Maryland 20-2101938**
Arundel Preserve #10a, LLC Maryland 20-2101938**
Belmont Country Club I LLC Virginia 23-2810333**
Belmont Country Club II LLC Virginia 23-2810333**
Belmont Investments I LLC Virginia 23-2810333**
Belmont Investments II LLC Virginia 23-2810333**
Big Branch Overlook L.L.C. Maryland 23-2978195**
Block 255 LLC New Jersey 20-1466751**
Brier Creek Country Club I LLC North Carolina 23-2954264**
Brier Creek Country Club II LLC North Carolina 23-2954264**
CWG Construction Company LLC New Jersey 20-1104737
C.B.A.Z. Construction Company LLC Arizona 51-0385729**
C.B.A.Z, Holding Company LLC Delaware 51-0385729
Component Systems I LLC Delaware 23-2600117**
Component Systems II LLC Delaware 23-2600117**
Creeks Farm L.L.C. Maryland 23-2978195**
Dominion Valley Country Club I LLC Virginia 23-2984309**
Dominion Valley Country Club II LLC Virginia 23-2984309**
Feys Property LLC Maryland 23-2978195**
First Brandywine LLC I Delaware 23-2485787**
First Brandywine LLC II Delaware 23-2485787**
First Brandywine LLC III Delaware 61-1443340**
First Brandywine LLC IV Delaware 61-1443340**
Frenchman's Reserve Realty, LLC Florida 23-2417123**
Golf I Country Club Estates
at Moorpark LLC California 23-2963547**
Golf II Country Club Estates
at Moorpark LLC California 23-2963547**
Hawthorne Woods Country Club II LLC Illinois 75-2985312**
High Point at Hopewell, LLC New Jersey 23-3098583**
Hoboken Cove LLC New Jersey 20-1466751**
Hunts Bluff LLC Maryland 23-2978195**
Jacksonville TBI Realty, LLC Florida 23-2417123**

** Uses Employer Identification Number used by its sole member.

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- ------------------------------------- ------------------- ---------------
Lighthouse Point Land Company, LLC Florida 20-0135814
Long Meadows Properties LLC Maryland 23-3044366**
Long Meadows TBI, LLC Maryland 23-3044366**
Manalapan Hunt Investments I LLC New Jersey 23-2806323**
Manalapan Hunt Investments II LLC New Jersey 23-2806323**
Millbrook Investments I LLC New Jersey 23-2432983**
Millbrook Investments II LLC New Jersey 23-2432983**
Mizner Realty, L.L.C. Florida 23-2417123**
Naples Lakes Country Club, L.L.C. Florida 23-2883354**
Naples TBI Realty, LLC Florida 23-2417123**
Palm Cove Golf & Yacht Club I LLC Florida 23-3007073**
Palm Cove Golf & Yacht Club II LLC Florida 23-3007073**
Palm Cove Marina I LLC Florida 23-3007073**
Palm Cove Marina II LLC Florida 23-3007073**
Phillips Drive LLC Maryland 23-3044366**
Prince William Land I LLC Virginia 23-2774670**
Prince William Land II LLC Virginia 23-2774670**
Regency at Denville LLC New Jersey 23-2810344**
Regency at Dominion Valley LLC Virginia 23-2984309**
Regency at Long Valley I LLC New Jersey 23-3038827**
Regency at Long Valley II LLC New Jersey 23-3038827**
Regency at Mansfield I LLC New Jersey 23-3038827**
Regency at Mansfield II LLC New Jersey 23-3038827**

** Uses Employer Identification Number used by its sole member.

The Regency Golf Club I LLC Virginia 23-2984309**
The Regency Golf Club II LLC Virginia 23-2984309**
The Ridges at Belmont Country Club I LLC Virginia 23-2810333**
The Ridges at Belmont Country Club II LLC Virginia 23-2810333**
Sapling Ridge, LLC Maryland 23-2978195**
South Riding Realty LLC Virginia 23-2861890**
SR Amberlea LLC Virginia 23-2861890**
SRH Investments I LLC California 23-2879946**
SRH Investments II LLC California 23-2879946**
SRLP II LLC Virginia 23-2994639
Toll Cedar Hunt LLC Virginia 23-2994369**
Toll DE X, LLC Delaware 82-0571193
Toll DE X II, LLC Delaware 20-1220599
Toll-Dublin, LLC California 23-3070669**
Toll EB, LLC New Jersey 23-2810344**
Toll Equipment, L.L.C. Delaware 23-2417123**
Toll FL I, LLC Florida 23-3007073
Toll Glastonbury LLC Connecticut 23-3041974**
Toll MD I, L.L.C. Maryland 23-2737488**
Toll NJ I, L.L.C. New Jersey 23-3091620**
Toll NJ II, L.L.C. New Jersey 23-3091620**
Toll NJ III, L.L.C. New Jersey 23-2417123**
Toll Realty L.L.C. Florida 23-2417123**
Toll Reston Associates, L.L.C. Delaware 23-2551790**
Toll Stratford LLC Virginia 20-3116806
Toll VA L.L.C Delaware 51-0385728**
Toll VA III L.L.C. Virginia 23-2417123**
Toll Van Wyck LLC New York 23-2796637**
Toll Vanderbilt I LLC Rhode Island 23-3020194**
Toll Vanderbilt II LLC Rhode Island 51-1195217**
Vanderbilt Capital LLC Rhode Island 56-2421664
Virginia Construction Co. I, LLC Virginia 23-2417123**
Virginia Construction Co. II, LLC Virginia 23-2417123**

** Uses Employer Identification Number used by its sole member.

SUBJECT TO COMPLETION DATED 2005

PROSPECTUS
[Graphics omitted]

OFFER TO EXCHANGE
$300,000,000

Toll Brothers Finance Corp.
5.15% Senior Notes Due 2015
Guaranteed on a Senior Basis by
Toll Brothers, Inc.

And Certain of its Subsidiaries, Which Have Been Registered Under the
Securities Act of 1933, for Any and All of the Outstanding Toll Brothers
Finance Corp. 5.15% Senior Notes Due 2015 Guaranteed on a Senior Basis by
Toll Brothers, Inc. and Certain of its Subsidiaries

THE EXCHANGE NOTES
o The terms of the exchange notes we are issuing will be substantially
identical to the outstanding notes that we issued on June 2, 2005,
except for the elimination of some transfer restrictions, registration
rights and additional interest payments relating to the registration
rights.

o Interest on the exchange notes will accrue at the rate of 5.15% per
year, payable semi-annually in arrears on May 15 and November 15 of
each year, beginning November 15, 2005, and the notes will mature on
May 15, 2015.

o The exchange notes will be unsecured and will rank equally with all our
other unsecured and unsubordinated indebtedness.

o We may redeem some or all of the exchange notes at any time at the
prices described under the heading "Description of Exchange Notes--
Optional Redemption." The exchange notes will not have the benefit of
any sinking fund.

o The exchange notes are expected to be listed on the New York Stock
Exchange.

MATERIAL TERMS OF THE EXCHANGE OFFER

o The exchange offer expires at 5:00 p.m., New York City time, on
, 2005, unless extended.

o Our completion of the exchange offer is subject to customary
conditions, which we may waive.

o Upon our completion of the exchange offer, all outstanding notes that
are validly tendered and not withdrawn will be exchanged for an equal
principal amount of exchange notes that are registered under the
Securities Act of 1933.

o Tenders of outstanding notes may be withdrawn at any time before the
expiration of the exchange offer.

o The exchange of exchange notes for outstanding notes will not be a
taxable exchange for U.S. Federal income tax purposes.

o We will not receive any proceeds from the exchange offer.

For a discussion of factors that you should consider before participating in
this exchange offer, see "Risk Factors" beginning on page of this prospectus.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved or passed on the adequacy or accuracy of
this prospectus or the investment merits of the notes offered hereby. Any
representation to the contrary is a criminal offense.

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

THE DATE OF THIS PROSPECTUS IS , 2005

RED HERRING LEGEND (to be placed along left Border)

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS OR ELSEWHERE IN THE REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS IS A PART. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES, NOR DOES THIS PROSPECTUS CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.

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

TABLE OF CONTENTS

PAGE
------
Documents Incorporated by Reference....................................... 1
Available Information..................................................... 2
Summary .................................................................. 3
Summary Financial Information............................................. 13
Risk Factors .......................... .................................. 14
Forward-Looking Statements ............................................... 20
Use of Proceeds .......................................................... 21
Capitalization ........................................................... 22
Selected Consolidated Financial Information and Operating Data .......... 23
The Guarantors ........................................................... 24
Description of Other Indebtedness ........................................ 27
The Exchange Offer ....................................................... 28
Description of Exchange Notes ............................................ 40
United States Federal Income Tax Considerations .......................... 53
Plan of Distribution ..................................................... 55
Legal Matters ............................................................ 56
Experts .................................................................. 57

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

DOCUMENTS INCORPORATED BY REFERENCE

The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" into this prospectus the information Toll Brothers,
Inc. files with the Commission. This means that we are permitted to disclose
important information to you by referring you to other documents Toll Brothers,
Inc. has filed with the Commission. We incorporate by reference in two ways.
First, we list certain documents that Toll Brothers, Inc. has filed with the
Commission. The information in these documents is considered part of this
prospectus. Second, Toll Brothers, Inc. expects to file additional documents
with the Commission in the future. The information in these documents, when
filed, will update and supersede the current information included in or
incorporated by reference in this prospectus. You should consider any statement
contained in this prospectus or in a document which is incorporated by reference
into this prospectus to be modified or superseded to the extent that the
statement is modified or superseded by another statement contained in a later
dated document that constitutes a part of this prospectus or is incorporated by
reference into this prospectus. You should consider any statement which is so
modified or superseded to be a part of this prospectus only as so modified or
superseded.

We incorporate by reference in this prospectus all the documents listed below
and any filings Toll Brothers, Inc. makes with the Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this prospectus until completion of the exchange offer
(excluding, in each case, any portion of such documents that may have been
"furnished" but not "filed" for purposes of the Exchange Act)

o Annual Report on Form 10-K of Toll Brothers, Inc. filed with the
Commission for the fiscal year ended October 31, 2004;

o Quarterly Reports on Form 10-Q of Toll Brothers, Inc. filed with the
Commission for the quarters ended January 31, 2005, April 30, 2005 and
July 31, 2005; and

o Current Reports on Form 8-K of Toll Brothers, Inc. filed with the
Commission on November 3, 2004, December 9, 2004, December 17, 2004,
February 4, 2005, February 23, 2005, March 14, 2005, April 4, 2005,
April 8, 2005, April 29, 2005, May 3, 2005, May 26, 2005, June 3, 2005,
June 6, 2005, June 8, 2005, June 10, 2005, June 16, 2005, July 18,
2005, August 4, 2005 and August 25, 2005.

We will deliver, without charge, to anyone receiving this prospectus, upon
written or oral request, a copy of any document incorporated by reference in
this prospectus but not delivered with this prospectus, but the exhibits to
those documents will not be delivered unless they have been specifically
incorporated by reference. Requests for these documents should be made to:
Director of Investor Relations, Toll Brothers, Inc., 250 Gibraltar Road, Horsham
PA 19044 (215) 938-8000. We will also make available to the holders of the
securities offered by this prospectus annual reports which will include audited
financial statements of Toll Brothers, Inc. and its consolidated subsidiaries,
including Toll Brothers Finance Corp. We do not expect that Toll Brothers
Finance Corp. will be required to make filings with the Commission under Section
15(d) of the Exchange Act.

To obtain timely delivery from us of documents incorporated by reference in this
prospectus, you must request the information no later than five business days
prior to the expiration of the exchange offer. The exchange offer will expire on
, 2005, unless extended.

You should rely only on the information incorporated by reference or provided in
this prospectus and any supplement or elsewhere in the registration statement of
which this prospectus is a part. We have not authorized anyone else to provide
you with different information.

AVAILABLE INFORMATION

This prospectus is part of a registration statement on Form S-4 that we
have filed with the Commission under the Securities Act of 1933 (the "Securities
Act"). This prospectus does not contain all of the information set forth in the
registration statement. For further information about us and the exchange notes,
you should refer to the registration statement. This prospectus summarizes
material provisions of contracts and other documents to which we refer you.
Since this prospectus may not contain all of the information that you may find
important, you should review the full text of these documents. We have filed
these documents as exhibits to our registration statement.

Toll Brothers, Inc. is subject to the informational requirements of the
Exchange Act. In accordance with those requirements, Toll Brothers, Inc. files
annual, quarterly and special reports, proxy statements and other information
with the Commission. You can read and copy any document Toll Brothers, Inc.
files with the Commission at the Commission's public reference room at the
following location:

Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

You may obtain information on the operation of the Commission's public
reference room by calling the Commission at 1-800-SEC-0330. The Commission
filings of Toll Brothers, Inc. are also available to the public from the
Commission's Internet website at http://www.sec.gov. We also make available free
of charge on our website, at http://www.tollbrothers.com, all materials that we
file electronically with the SEC, including our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
these reports as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC. In addition, the common
stock of Toll Brothers, Inc. is listed on the New York Stock Exchange and
similar information concerning Toll Brothers, Inc. can be inspected and copied
at the New York Stock Exchange, 20 Broad Street, 7th Floor, New York, New York
10005. The common stock of Toll Brothers, Inc. is also listed on the Pacific
Exchange, but the Pacific Exchange does not have a public reference room for
review of Commission filings of its listed companies.

SUMMARY

The following summary highlights selected information from this
document and may not contain all the information that may be important to you.
This summary is qualified in its entirety by the more detailed information
included elsewhere, or incorporated by reference, in this prospectus. Except as
noted in the sections of this prospectus entitled "Summary--The Exchange Offer,"
"Summary--The Exchange Notes," "The Exchange Offer," and "Description of
Exchange Notes," or unless otherwise expressly stated or the context requires
otherwise, all references to "we," "us," "our," and all similar references used
in this prospectus are to Toll Brothers, Inc. and its consolidated subsidiaries,
including Toll Brothers Finance Corp. and the subsidiary guarantors. Throughout
this prospectus, we use the terms "old notes" and "outstanding notes" to refer
to the currently outstanding 5.15% Senior Notes due 2015 of Toll Brothers
Finance Corp. for which the exchange notes are being offered for exchange.
Unless otherwise stated or the context otherwise requires, references to "senior
notes" refers to the outstanding old notes and the exchange notes, collectively.

TOLL BROTHERS, INC.
OVERVIEW

Toll Brothers, Inc., through its subsidiaries, designs, builds, markets
and arranges financing for single-family detached and attached homes in
middle-income and high-income residential communities. We cater to the move-up,
empty-nester and age-qualified home buyer. We currently conduct operations in 20
states in six regions of the United States. Our communities are generally
located on land we have developed or acquired fully approved and, in some cases,
improved. We market our homes primarily to middle-income and upper-income
buyers. We emphasize high quality construction and customer satisfaction. We
also operate our own land development, architectural, engineering, mortgage,
title, golf course development and management, security monitoring, landscape,
cable T.V., broadband Internet access, lumber distribution, house component
assembly and manufacturing operations.

At October 31, 2004, we were operating in 292 communities containing
approximately 24,343 home sites which we owned or controlled through options. Of
the 292 communities, 220 were offering homes for sale, 25 either had not yet
opened for sale or had been open for sale but were temporarily closed due to the
number of homes in backlog and/or the availability of improved lots, and 47 were
sold out but all home deliveries had not been completed. At October 31, 2004, we
also owned or controlled through options approximately 35,846 home sites in 380
proposed communities. Of the approximately 60,189 lots owned or controlled
through options at October 31, 2004, we owned approximately 29,804 of them. At
October 31, 2004, we were selling from 220 communities as compared to 200
communities at October 31, 2003.

At October 31, 2004, we were offering single-family detached homes at
prices, excluding customized options, generally ranging from $210,000 to
$2,028,000 with an average base sales price of $627,000. We were offering
single-family attached homes at prices, excluding customized options, generally
ranging from $211,000 to $716,000, with an average base sales price of $443,000.
On average, homebuyers added approximately 21.2%, or $103,000 per home, in
options and lot premiums to the base price of homes delivered in fiscal 2004.

For the fiscal year ended October 31, 2004, revenues from home sales
were approximately $3.84 billion (6,627 homes) as compared to $2.73 billion
(4,911 homes) for fiscal 2003. New sales contracts were approximately $5.64
billion (8,684 homes) in fiscal 2004 as compared to $3.48 billion (6,132 homes)
in fiscal 2003.

In recognition of our achievements, we have received numerous awards
from national, state and local homebuilder publications and associations. We are
the only publicly traded national homebuilder to have won all three of the
industry's highest honors: America's Best Builder (1996), the National Housing
Quality Award (1995) and Builder of the Year (1988).

RECENT DEVELOPMENTS

For the nine months ended July 31, 2005, revenues from home sales were
$3.75 billion (5,812 homes), 57% higher than the $2.40 billion (4,232 homes) in
revenues from home sales during the nine-month period ended July 31, 2004. New
contracts signed for the nine months ended July 31, 2005 were $5.56 billion
(8,100 homes), a 35% increase over the $4.11 billion (6,436 homes) in new
contracts signed during the same period of fiscal 2004.

For the three months ended July 31, 2005, revenues from home sales were
$1.54 billion (2,310 homes), 55% higher than the $991.3 million (1,684 homes) in
revenues from home sales during the three-month period ended July 31, 2004. New
contracts signed for the three months ended July 31, 2005 were $1.92 billion
(2,746 homes), a 19% increase over the $1.61 billion (2,329 homes) in new
contracts signed during the same period of fiscal 2004.

At July 31, 2005, we were selling from 230 communities as compared to
210 communities at July 31, 2004 and 220 communities at October 31, 2004.

Our backlog of homes under contract at July 31, 2005 was $6.43 billion
(9,490 homes), 48% higher than the $4.35 billion (6,856 homes) in backlog at
July 31, 2004. We expect to deliver a substantial number of the homes in backlog
at July 31, 2005 by July 31, 2006.

EXECUTIVE OFFICES

Our executive offices are located at 250 Gibraltar Road, Horsham,
Pennsylvania 19044. Our telephone number is (215) 938-8000.

TOLL BROTHERS FINANCE CORP.

Toll Brothers Finance Corp. is an indirect, wholly-owned subsidiary of
Toll Brothers, Inc. Toll Brothers Finance Corp. generates no operating revenues
and does not have any independent operations other than the financing of other
subsidiaries of Toll Brothers, Inc. by lending the proceeds of the offering of
the old notes and previous offerings of debt securities as well as any offerings
of debt securities it may make in the future.

SUMMARY--THE EXCHANGE OFFER

The following highlights selected information from this document and
may not contain all the information that may be important to you. This summary
is qualified in its entirety by the more detailed information included elsewhere
or incorporated by reference in this prospectus. As used in this "Summary--The
Exchange Offer" section, all references to "we," "us," "our," and all similar
references are to Toll Brothers Finance Corp.

THE EXCHANGE OFFER...................... The exchange offer relates to the exchange of up to $300
million aggregate principal amount of our 5.15% Senior Notes
due 2015 that have been registered under the Securities Act of
1933 for an equal aggregate principal amount of our outstanding
unregistered 5.15% Senior Notes due 2015. On June 2, 2005, we
issued and sold $300 million in aggregate principal amount of
these old notes in a private placement. The form and terms of
the exchange notes are substantially the same as the form and
terms of the old notes, except that the exchange notes have
been registered under the Securities Act and will not bear
legends restricting their transfer or contain terms providing
for registration rights or the payment of additional interest
relating to the registration rights. We issued the old notes
under an indenture which grants you a number of rights. The
exchange notes also will be issued under that indenture and you
will have the same rights under the indenture as the holders of
the old notes. See "Description of Exchange Notes." We are
offering to exchange $1,000 principal amount of our exchange
notes for each $1,000 principal amount of old notes.

ACCRUED INTEREST ON THE
EXCHANGE NOTES.......................... Interest on the exchange notes will accrue from the last
interest payment date on which interest was paid on the old
notes or, if no interest was paid on the old notes, from the
date of issuance of the old notes, which was June 2, 2005.
Holders whose old notes are accepted for exchange will be
deemed to have waived the right to receive any interest accrued
on the old notes.

NO MINIMUM CONDITION.................... We are not conditioning the exchange offer on the tender of any
minimum principal amount of old notes.

EXPIRATION DATE......................... The exchange offer will expire on , 2005 at
5:00 p.m. New York City time unless we decide to extend the
exchange offer.

WITHDRAWAL RIGHTS....................... You may withdraw your tender at any time before the exchange
offer expires.

CONDITIONS TO THE EXCHANGE OFFER........ The exchange offer is subject to customary conditions, which we
may waive. We currently anticipate that each of the conditions
will be satisfied and that we will not need to waive any
conditions. We reserve the right to terminate or amend the
exchange offer at any time before the expiration date if any of
the conditions are not satisfied. For additional information,
see the section "The Exchange Offer" in this prospectus under
the subheading "Certain Conditions to the Exchange Offer."

PROCEDURES FOR TENDERING OLD NOTES...... If you are a holder of old notes who wishes to accept the
exchange offer, you must:

o complete, sign and date the accompanying letter of
transmittal, or a facsimile of the letter of transmittal,
and mail or otherwise deliver the letter of transmittal,
together with your old notes, to the exchange agent at the
address provided in the section "The Exchange Offer" in
this prospectus under the subheading "Exchange Agent"; or

o arrange for The Depository Trust Company to transmit
certain required information, including an agent's message
forming part of a book-entry transfer in which you agree
to be bound by the terms of the letter of transmittal, to
the exchange agent in connection with a book-entry
transfer.

RESALE WITHOUT FURTHER REGISTRATION..... We believe that you will be able to resell or otherwise
transfer the exchange notes that you receive in the exchange
offer without complying with the registration and prospectus
delivery provisions of the Securities Act so long as you are
not a broker-dealer and you meet the following conditions:

o you are not an "affiliate" of Toll Brothers, Inc. and
its subsidiaries within the meaning of Rule 405 under
the Securities Act;

o you are acquiring the exchange notes issued in the
exchange offer in the ordinary course of your
business; and

o you have no arrangement or understanding with any
person to participate in the distribution of the
exchange notes.

By signing the letter of transmittal and tendering your old notes,
you will be making representations to this effect. You may incur
liability under the Securities Act if:

o any of the representations listed above are not true; and

o you transfer any exchange note issued to you in the
exchange offer without complying with the registration and
prospectus delivery requirements of the Securities Act,
unless the transfer otherwise meets an exemption from the
registration requirements under the Securities Act.

We do not assume, or indemnify you against, liability under these
circumstances which means that we will not protect you from any
loss you incur as a result of this liability.

RESTRICTIONS ON RESALE BY BROKER-DEALERS Each broker-dealer that has received exchange notes for its own
account in exchange for old notes that were acquired as a
result of market-making or other trading activities must
acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any
resale of the exchange notes. A broker-dealer may use this
prospectus in connection with any resale for a period of 270
days after the end of the exchange offer.

SPECIAL PROCEDURES FOR BENEFICIAL OWNERS If you beneficially own old notes registered in the name of a
broker, dealer, commercial bank, trust company
or other nominee and you wish to tender your old notes in the
exchange offer, you should contact the registered holder
promptly and instruct it to tender on your behalf. If you wish
to tender on your own behalf, you must, prior to completing and
executing the letter of transmittal and delivering your old
notes, either arrange to have your old notes registered in your
name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may
take considerable time.

GUARANTEED DELIVERY PROCEDURES.......... If you wish to tender your old notes and time will not permit
your required documents to reach the exchange agent by the
expiration date, or the procedures for book-entry transfer
cannot be completed on time, you may tender your old notes
according to the guaranteed delivery procedures described in
the section "The Exchange Offer" in this prospectus under the
subheading "Procedures for Tendering Old Notes."

ACCEPTANCE OF OLD NOTES AND
DELIVERY OF EXCHANGE NOTES............ We will accept for exchange all old notes which are properly
tendered in the exchange offer and not withdrawn prior to 5:00
p.m., New York City time, on the expiration date. The exchange
notes issued in the exchange offer will be delivered promptly
following the expiration date. For additional information, see
the section "The Exchange Offer" in this prospectus under the
subheading "Acceptance of Old Notes for Exchange; Delivery of
Exchange Notes."

USE OF PROCEEDS......................... We will not receive any proceeds from the issuance of exchange
notes in the exchange offer. We will pay the expenses incident
to the exchange offer.

FEDERAL INCOME TAX...................... The exchange of exchange notes for old notes in the exchange
offer will not be a taxable event for federal income tax
purposes. For additional information, see the section "United
States Federal Income Tax Considerations" in this prospectus.

EFFECT ON HOLDERS OF OLD NOTES.......... As a result of this exchange offer, we expect to have fulfilled
a covenant contained in the registration rights agreement dated
as of June 2, 2005 by and among Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the initial purchasers named in the
agreement and, accordingly, there will be no increase in the
interest rate on the old notes. If you do not tender your old
notes in the exchange offer:

o you will continue to hold the old notes and will be
entitled to all the rights and limitations applicable to
the old notes under the indenture governing the notes,
except for any rights under the registration rights
agreement that terminate as a result of the completion of
the exchange offer; and

o you will not have any further registration or exchange
rights and your old notes will continue to be subject to
restrictions on transfer. Accordingly, the trading market
for untendered old notes could be adversely affected.

EXCHANGE AGENT.......................... J.P. Morgan Trust Company, National Association is serving as
exchange agent in connection with the exchange offer.

SUMMARY--THE EXCHANGE NOTES

TERMS OF THE EXCHANGE NOTES:

ISSUER.................................. Toll Brothers Finance Corp.

EXCHANGE NOTES OFFERED.................. Up to $300 million principal amount of 5.15% Senior Notes due
2015. The form and terms of the exchange notes will be the same
as the form and terms of the old notes, except that:

o the exchange notes will have been registered under the
Securities Act, will not contain transfer restrictions,
and will not bear legends restricting their transfer;

o the exchange notes will not contain terms providing for
the payment of additional interest under circumstances
relating to our obligation to file and cause to be
effective a registration statement; and

o the exchange notes will be issuable in denominations of
$1,000 and multiples thereof.

INTEREST................................ Interest will accrue on the exchange notes at a rate of 5.15%
per annum and will be payable semi-annually in arrears on May
15 and November 15 of each year, commencing on November 15,
2005. Interest will accrue from June 2, 2005, the date of
issuance of the old notes, or, if interest has already been
paid, from the date it was most recently paid.

MATURITY DATE........................... May 15, 2015.

RANKING................................. The exchange notes will be:

o structurally subordinated to the prior claims of
creditors, including trade creditors, of the subsidiaries
of Toll Brothers, Inc. that are not guarantors of the
exchange notes, the aggregate amount of which claims was
approximately $170.4 million at July 31, 2005; and

o effectively subordinated to the secured indebtedness of
the guarantors of the exchange notes, which indebtedness
is comprised principally of indebtedness secured by
purchase money mortgages on some of their respective real
property, the aggregate principal amount of which
indebtedness was approximately $147.7 million at July 31,
2005.

The exchange notes will rank equally with all of our unsecured and
unsubordinated indebtedness including, without limitation, our
6.875% Senior Notes due 2012, our 5.95% Senior Notes due 2013, our
4.95% Senior Notes due 2014 and any indebtedness arising from our
guarantee of the $1.2 billion unsecured revolving credit facility
of First Huntingdon Finance Corp., and will rank senior to Toll
Corp.'s senior subordinated indebtedness. For additional
information on the material indebtedness of Toll Brothers, Inc. and
its subsidiaries other than the old notes, see "Description of
Other Indebtedness" in this prospectus.

For information regarding the ranking of the guarantees being
issued by Toll Brothers, Inc. and its guarantor subsidiaries, see
"Guarantees" in this "Summary--The Exchange Notes."

GUARANTEES.............................. Payment of principal and interest on the exchange notes will be
fully and unconditionally guaranteed on a joint and several
basis by Toll Brothers, Inc. and all of its subsidiaries that
guarantee our current revolving bank credit facility, our
6.875% Senior Notes due 2012, our 5.95% Senior Notes due 2013
and our 4.95% Senior Notes due 2014. Each guarantee will rank
equally with all other unsecured and unsubordinated
indebtedness of the entity giving the guarantee including,
without limitation, any indebtedness arising from the entity's
guarantee of our 6.875% Senior Notes due 2012, our 5.95% Senior
Notes due 2013, our 4.95% Senior Notes due 2014 and the
unsecured revolving credit facility of First Huntingdon Finance
Corp. At July 31, 2005, these guarantors had approximately
$147.7 million aggregate principal amount of secured
indebtedness comprised principally of indebtedness secured by
purchase money mortgages on some of their respective real
property for borrowed money outstanding, which indebtedness
will rank senior to their guarantees of the exchange notes. In
addition, Toll Brothers, Inc.'s guarantee will be structurally
subordinated to the prior claims of creditors, including trade
creditors, of its subsidiaries that are not guarantors of the
exchange notes, the aggregate amount of which claims was
approximately $170.4 million at July 31, 2005 and will rank
senior to its guarantee of the senior subordinated notes of
Toll Corp.

OPTIONAL REDEMPTION..................... We may redeem any or all of the exchange notes at any time at a
redemption price equal to the greater of (a) 100% of the
principal amount of the exchange notes being redeemed and (b)
the sum of the present values of the remaining scheduled
payments of principal and interest on the exchange notes being
redeemed, discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate with respect to the applicable
redemption date plus 30 basis points, plus, in each case,
accrued and unpaid interest on the exchange notes to the
redemption date.

SINKING FUND............................ None.

DENOMINATIONS........................... $1,000 and integral multiples thereof.

USE OF PROCEEDS......................... We will not receive any cash proceeds from the exchange offer.

ABSENCE OF MARKET FOR THE EXCHANGE
NOTES.................................. The exchange notes are a new issue of securities with no
established trading market. While we expect to list the
exchange notes on the New York Stock Exchange, we cannot assure
you that an active trading market for the exchange notes will
develop, or that if one does develop, it will be maintained.

GENERAL INDENTURE PROVISIONS APPLICABLE TO THE EXCHANGE NOTES:

NO LIMIT ON DEBT........................ Except as noted below under "Certain Covenants," the indenture
governing the exchange notes does not limit the amount of debt
that we may issue or provide holders any protection should we
be involved in a highly leveraged transaction. At July 31,
2005, each of Toll Brothers Finance Corp., Toll Brothers, Inc.
and the other guarantors of the exchange notes is a guarantor
of the $1.2 billion unsecured revolving credit facility of
First Huntingdon Finance Corp., a wholly-owned, indirect
subsidiary of Toll Brothers, Inc., with 30 banks, which
facility extends to July 15, 2009. At July 31, 2005, there were
no borrowings outstanding under this facility and approximately
$269.1 million of letters of credit were outstanding under the
facility. At July 31, 2005, Toll Brothers Finance Corp. had
outstanding $1.15 billion in senior notes guaranteed, on a
senior basis, by Toll Brothers, Inc. and the other guarantors
of the exchange notes. In addition, Toll Corp., another
wholly-owned, indirect subsidiary of Toll Brothers, Inc. had
outstanding $350 million in senior subordinated notes
guaranteed, on a senior subordinated basis, by Toll Brothers,
Inc.

CERTAIN COVENANTS....................... The indenture governing the exchange notes contains covenants
that, among other things, will limit our ability and the
ability of Toll Brothers, Inc. and some of its subsidiaries to:

o issue, assume or guarantee certain additional secured
indebtedness; and

o engage in sale and lease-back transactions.

These covenants are subject to important exceptions and
qualifications, which are described under the heading "Description
of Exchange Notes" in this prospectus.

EVENTS OF DEFAULT....................... Each of the following is an event of default under the
indenture governing the senior notes:

o our failure for 30 days to pay interest when due on the
senior notes;

o our failure to pay principal of or premium, if any, on the
senior notes when due;

o our failure or the failure of Toll Brothers, Inc. or any
guarantor which is a significant subsidiary to perform
other covenants with respect to the senior notes, the
indenture or the guarantees for 60 days after receipt of
notice of failure;

o the occurrence of a default with respect to our debt or
the debt (except certain non-recourse debt) of Toll
Brothers, Inc. or any other guarantor totaling $10 million
or more in aggregate principal amount, resulting in the
acceleration of such debt or due to the failure to pay
such debt at maturity;

o an acceleration or significant modification occurs with
respect to any series of the senior subordinated notes of
Toll Corp., if on the date of occurrence the outstanding
principal amount of such senior subordinated notes exceeds
$5 million;

o any guarantee in respect of the senior notes by Toll
Brothers, Inc. or guarantors that are significant
subsidiaries ceases to be in full force and effect and
enforceable in accordance with its terms; and

o certain events of bankruptcy, insolvency or reorganization
affecting us, Toll Brothers, Inc. or other guarantors that
are significant subsidiaries.

If any event of default occurs and is continuing, the trustee under
the indenture or holders of at least 25% in aggregate principal
amount of outstanding senior notes issued under the indenture may
declare the principal thereof immediately due and payable.

OTHER................................... The exchange notes and any old notes not exchanged for the
exchange notes will constitute a single series of senior notes
under the indenture and will therefore vote together as a
single class for purposes of determining whether the holders of
the requisite percentage in outstanding principal amount have
taken certain actions or exercised certain rights under the
indenture.

SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(Dollars in Thousands)

The following summary consolidated financial information for each of
the annual periods in the five years ended October 31, 2004 is derived from our
audited consolidated financial statements. The following summary consolidated
financial information for the nine months ended July 31, 2004 and 2005 is
derived from our unaudited quarterly consolidated financial statements and, in
the opinion of management, includes all adjustments (consisting of normal
recurring items) necessary for the fair presentation of the results for such
periods. The following summary consolidated financial information should be read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and related
notes thereto contained in our annual report on Form 10-K for the fiscal year
ended October 31, 2004 and our quarterly report on Form 10-Q for the quarter
ended July 31, 2005, which are incorporated into this prospectus by reference.
The results of operations for the nine months ended July 31, 2005 may not be
indicative of results of operations to be expected for the full fiscal year.

NINE MONTHS ENDED
YEAR ENDED OCTOBER 31, JULY 31,
----------------------------------------------------------------- --------------------------
2000 2001 2002 2003 2004 2004 2005
------------ ------------------------------------- ------------ ------------ ------------

INCOME STATEMENT DATA:
Revenues $1,814,362 $2,229,605 $2,328,972 $2,775,241 $3,893,093 $2,430,516 $3,809,316
============ ===================================== ============ ============ ============
Income before income taxes $230,966 $337,889 $347,318 $411,153 $647,432 $361,312 $814,430
============ ===================================== ============ ============ ============
Net income $145,943 $213,673 $219,887 $259,820 $409,111 $228,537 $495,858
============ ===================================== ============ ============ ============
OTHER FINANCIAL DATA:
Deprecation and amortization $8,528 $9,356 $10,495 $12,075 $15,032 $11,231 $17,206
Interest incurred $60,275 $79,245 $90,331 $104,754 $113,448 $85,137 $87,069
Ratio of earnings to fixed
charges (1) 4.56x 4.94x 4.49x 4.50x 6.42x 4.87x 10.05x

AT OCTOBER 31, AT JULY 31,
----------------------------------------------------------------- --------------------------
2000 2001 2002 2003 2004 2004 2005
------------ ----------- ----------- ----------- ------------ ------------ ------------

BALANCE SHEET DATA:
Inventory $1,712,383 $2,183,541 $2,551,061 $3,080,349 $3,878,260 $3,888,738 $4,840,115
============ =========== =========== =========== ============ ============ ============
Total assets $2,030,254 $2,532,200 $2,895,365 $3,787,391 $4,905,578 $4,520,148 $5,881,871
============ =========== =========== =========== ============ ============ ============
Debt
Loans payable $326,537 $362,712 $253,194 $281,697 $340,380 $344,548 $152,655
Senior debt 546,669 845,665 845,540 1,139,743
Subordinated debt 469,499 669,581 819,663 620,000 450,000 450,000 350,000
Mortgage company
warehouse loan 24,754 48,996 49,939 92,053 82,061 72,149
------------ ----------- ----------- ----------- ------------ ------------ ------------
Total debt $796,036 $1,057,047 $1,121,853 $1,498,305 $1,728,098 $1,722,149 $1,714,547
============ =========== =========== =========== ============ ============ ============
Stockholders' equity $745,145 $912,583 $1,129,509 $1,476,628 $1,919,987 $1,730,331 $2,526,678
============ =========== =========== =========== ============ ============ ============

HOUSING DATA:
Closings
Number of homes 3,945 4,358 4,430 4,911 6,627 4,232 5,812
Value (in thousands) $1,762,930 $2,180,469 $2,279,261 $2,731,044 $3,839,451 $2,395,150 $3,751,594

Contracts
Number of homes 4,364 4,314 5,070 6,132 8,684 6,436 8,100
Value (in thousands) $2,134,522 $2,158,536 $2,734,457 $3,475,992 $5,641,454 $4,109,100 $5,563,800

Backlog (2)
Number of homes 2,746 2,702 3,342 4,652 6,709 6,856 9,490
Value (in thousands) $1,425,521 $1,403,588 $1,858,784 $2,631,900 $4,433,895 $4,345,800 $6,433,800
Number of selling communities 146 155 170 200 220 210 230
Homesites
Owned 22,275 25,981 25,822 29,081 29,799 31,355 32,859
Controlled 10,843 13,165 15,022 18,977 30,390 29,897 46,647
------------ ----------- ----------- ----------- ------------ ------------ ------------
Total 33,118 39,146 40,844 48,058 60,189 61,252 79,506
============ =========== =========== =========== ============ ============ ============

(1) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes plus interest expense and fixed
charges except interest incurred. Fixed charges consist of interest
incurred, whether expensed or capitalized, one-third of rent expense that
is representative of the interest factor and amortization of debt discount
and issuance costs. The pro forma ratio of earnings to fixed charges would
be 6.8x for the year ended October 31, 2004 and 4.94x for the nine months
ended July 31, 2005 assuming that the $300 million principal amount of the
old notes issued in June 2005 and the $300 million principal amount of the
4.95% Senior Notes due 2014 issued in March 2004 were outstanding as of
November 1, 2003, and assuming that the $170 million principal amount of 8
1/8% Senior Subordinated Notes due 2009, the $100 million principal amount
of 8% Senior Subordinated Notes due 2009 and the $222.5 million bank term
loan due July 2005 were paid as of October 31, 2003.

(2) Backlog consists of homes which were under contract but not closed at the
end of the period.

RISK FACTORS

You should consider carefully the following risk factors, as well as
all of the other information contained or incorporated by reference in this
prospectus, before making an investment in the exchange notes offered by this
prospectus.

OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND
PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER THE SENIOR NOTES.

We have a significant amount of indebtedness. The following tables show
important credit statistics.

AT
JULY 31, 2005
($ IN THOUSANDS)
----------------
(UNAUDITED)
Total indebtedness ......................................... $1,724,804
Stockholders' equity........................................ $2,526,678
Debt to equity ratio........................................ .68x

FOR THE YEAR ENDED FOR THE NINE MONTHS ENDED
OCTOBER 31, 2004 JULY 31, 2005
---------------- -------------

Pro forma ratio of earnings
to fixed charges (1)....................... 6.80x 4.94x

- ---------------
(1) The ratios of earnings to fixed charges are presented on a pro forma basis
assuming that the $300 million principal amount of old notes issued in June
2005 and the $300 million principal amount of 4.95% Senior Notes due 2014
issued in March 2004 were outstanding as of November 1, 2003, and assuming
that the $170 million principal amount of 8 1/8% Senior Subordinated Notes
due 2009 which we redeemed in April 2004, the $100 million principal amount
of 8% Senior Subordinated Notes due 2009 which we redeemed on June 30, 2005
and the $222.5 million bank term loan which we repaid on June 3, 2005, were
paid as of October 31, 2003.

Our substantial indebtedness could have important consequences to you.
For example, it could:

o make it more difficult for us to satisfy our obligations with
respect to the senior notes;

o increase our vulnerability to general adverse economic and industry
conditions;

o limit our ability to borrow money or sell stock to fund future
working capital, capital expenditures, debt service requirements and
other general corporate requirements;

o require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing our
ability to use our cash flow for other purposes;

o limit our flexibility in planning for, or reacting to, changes in
our business and the industry in which we operate;

o make it more difficult for us to meet our debt service obligations
in the event that there is a substantial increase in interest rates
because our indebtedness under our bank revolving credit facility
bears interest at fluctuating rates;

o place us at a competitive disadvantage compared to our competitors
that have less debt; and

o limit, along with the financial and other restrictive covenants
relating to our indebtedness, among other things, our ability to
borrow additional funds.

The indentures governing the senior notes, the 6.875% Senior Notes due
2012, the 5.95% Senior Notes due 2013 and the 4.95% Senior Notes due 2014 of
Toll Brothers Finance Corp. and the senior subordinated notes of Toll Corp., as
well as the terms and conditions of our revolving bank credit facility, impose
restrictions on our operations and activities and require us to comply with
financial covenants. If we fail to comply with any of these restrictions or
covenants, the trustees or the banks, as appropriate, could cause our debt to
become due and payable before maturity. In addition, each of the indentures
governing the senior notes, the 6.875% Senior Notes due 2012, the 5.95% Senior
Notes due 2013 and the 4.95% Senior Notes due 2014 of Toll Brothers Finance
Corp. and the senior subordinated notes of Toll Corp., as well as the terms and
conditions of our revolving bank credit facility, contain cross acceleration or
cross default provisions which, in general, have the effect that an acceleration
or a default, as the case may be, under any one of these instruments will
constitute a default under all of them. In the event of such a default, it is
unlikely that we would be able to repay all of this outstanding indebtedness
simultaneously. At July 31, 2005, the aggregate amount of borrowings outstanding
under the 6.875% Senior Notes due 2012, the 5.95% Senior Notes due 2013, the
4.95% Senior Notes due 2014 and the 5.15% Senior Notes due 2015 of Toll Brothers
Finance Corp., the senior subordinated notes of Toll Corp. and the revolving
bank credit facility was approximately $1.50 billion.

DESPITE OUR CURRENT INDEBTEDNESS LEVELS, WE MAY BE ABLE TO INCUR MORE DEBT. IF
WE INCUR MORE DEBT, IT COULD INTENSIFY THE RISKS DESCRIBED ABOVE.

Toll Brothers, Inc., Toll Brothers Finance Corp. and other subsidiaries
of Toll Brothers, Inc. may be able to incur substantial additional indebtedness,
including secured indebtedness that ranks senior to the senior notes and the
guarantees. The terms of the indenture do not prohibit Toll Brothers, Inc., Toll
Brothers Finance Corp., or any other subsidiary of Toll Brothers, Inc. from
incurring such indebtedness. At July 31, 2005, we had a $1.2 billion unsecured
revolving credit facility with 30 banks which extends to July 2009. At July 31,
2005, we had no borrowings outstanding against the facility and approximately
$269.1 million of letters of credit outstanding under the facility. At July 31,
2005, we had outstanding, through Toll Brothers Finance Corp., an aggregate
principal amount of $1.15 billion in senior notes guaranteed, on a senior basis,
by Toll Brothers, Inc. and substantially all of its wholly-owned homebuilding
subsidiaries and we had outstanding, through Toll Corp., a wholly-owned,
indirect subsidiary of Toll Brothers, Inc., $350 million in senior subordinated
notes guaranteed, on a senior subordinated basis, by Toll Brothers, Inc. If new
debt is added to the current debt levels of Toll Brothers, Inc., Toll Brothers
Finance Corp. and/or the other subsidiaries of Toll Brothers, Inc., the related
risks that we now face could intensify.

TO SERVICE OUR INDEBTEDNESS, INCLUDING THE SENIOR NOTES, WE WILL REQUIRE A
SIGNIFICANT AMOUNT OF CASH. OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS
BEYOND OUR CONTROL.

Our ability to meet our debt service and other obligations will depend
upon our future performance. We are engaged in a business that is substantially
affected by changes in economic cycles. Our revenues and earnings vary with the
level of general economic activity in the markets we serve. Financial,
political, business and other factors, many of which are beyond our control,
also could affect our business. Our annual debt service obligations vary from
year to year, principally due to the varying maturities of our indebtedness. At
July 31, 2005, annual interest payment requirements were approximately $107.9
million.

Interest rates on a substantial portion of our existing indebtedness
are fixed. However, changes in prevailing interest rates may affect our ability
to meet our debt service obligations, because borrowings under our bank
revolving credit facility may bear interest at floating rates. A higher interest
rate on our debt could adversely affect our operating results. A one percent
(1%) increase in interest rates would have increased our annual interest cost at
July 31, 2005 by approximately $765,000. Higher interest rates may also affect
the desire or ability of customers to buy our houses. We cannot be certain that
our earnings will be sufficient to allow us to pay the principal and interest on
our debt, including the senior notes, and meet our other obligations. If we do
not have enough money, we may be required to refinance all or part of our
existing debt, including the senior notes, sell assets, borrow more money or
raise equity. We may not be able to refinance our debt, sell assets, borrow more
money or raise equity on terms acceptable to us, if at all.

THE SENIOR NOTES ARE SUBORDINATED TO THE SECURED DEBT OF TOLL BROTHERS FINANCE
CORP., ARE EFFECTIVELY SUBORDINATED TO THE SECURED DEBT OF TOLL BROTHERS, INC.
AND THE GUARANTOR SUBSIDIARIES AND ARE STRUCTURALLY SUBORDINATED TO THE
LIABILITIES OF TOLL BROTHERS, INC.'S SUBSIDIARIES THAT DO NOT GUARANTEE THE
SENIOR NOTES.

The senior notes are the senior unsecured obligations of Toll Brothers
Finance Corp. and are subordinated in right of payment to future secured debt of
Toll Brothers Finance Corp., and are effectively subordinated in right of
payment to existing and future secured debt of Toll Brothers, Inc. and the
guarantor subsidiaries, including the obligations of the guarantor subsidiaries
under various purchase money mortgages, to the extent of such security. The
effect of this subordination is that if Toll Brothers Finance Corp., Toll
Brothers, Inc. or a guarantor subsidiary is involved in a bankruptcy,
liquidation, dissolution, reorganization or similar proceeding, or upon a
default in payment on, or the acceleration of, any secured debt, the assets of
Toll Brothers Finance Corp., Toll Brothers, Inc. and the guarantor subsidiaries
that secure the secured debt will be available to pay obligations on the senior
notes only after all secured debt has been paid in full from those assets. At
July 31, 2005, we had approximately $147.7 million aggregate principal amount of
such secured indebtedness for borrowed money outstanding.

The senior notes are structurally subordinated in right of payment to
all existing and future debt and other liabilities, including trade payables, of
Toll Brothers, Inc.'s non-guarantor subsidiaries and the claims of creditors of
those subsidiaries, including trade creditors, will have priority as to the
assets of those subsidiaries. There was approximately $170.4 million aggregate
amount of these claims outstanding at July 31, 2005.

We may not have sufficient assets remaining to pay amounts due on any
or all of the senior notes then outstanding after repayment of all the secured
debt, to the extent of the security, of Toll Brothers Finance Corp., Toll
Brothers, Inc. and the guarantor subsidiaries and payment of all debt and other
liabilities of the non-guarantor subsidiaries of Toll Brothers, Inc., as
described above.

A COURT MAY VOID THE SUBSIDIARY GUARANTEES OF THE SENIOR NOTES OR SUBORDINATE
THE SUBSIDIARY GUARANTEES TO OTHER OBLIGATIONS OF THE GUARANTOR SUBSIDIARIES.

Although standards may vary depending upon the applicable law,
generally under U.S. federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a court could void all or a portion of the subsidiary
guarantees of the senior notes or subordinate the subsidiary guarantees to other
obligations of Toll Brothers, Inc. and/or the guarantor subsidiaries. If the
claims of the holders of the senior notes against any guarantor subsidiary were
held to be subordinated in favor of other creditors of that guarantor
subsidiary, the other creditors would be entitled to be paid in full before any
payment could be made on the senior notes. If one or more of the subsidiary
guarantees were voided or subordinated, we cannot assure you that, after
providing for all prior claims, there would be sufficient assets remaining to
satisfy the claims of the holders of the senior notes.

THE INDENTURE GOVERNING THE SENIOR NOTES CONTAINS FEW COVENANTS AND NO
PROVISIONS TO PROTECT HOLDERS OF THE SENIOR NOTES IN THE EVENT OF A CHANGE IN
CONTROL, A HIGHLY LEVERAGED TRANSACTION, A CHANGE IN CREDIT RATING OR ANOTHER
SIMILAR OCCURRENCE.

The indenture governing the senior notes contains only limited events
of default other than our failure to pay principal and interest on time. Except
as noted below and further described under the heading "Description of Exchange
Notes," the indenture governing the senior notes does not contain covenants or
other provisions to protect holders of the senior notes in the event of a change
of control, a highly leveraged transaction, a change of credit rating or another
similar occurrence. The indenture provides limited protection for holders of the
senior notes if we are purchased through what is known as a leveraged buy-out or
if there is a change in who has voting control over us. A leveraged buy-out is a
transaction where a buyer seeking to purchase us relies on our credit and uses
our assets as collateral to borrow funds to finance the purchase. If we are
acquired, the indenture requires the buyer to assume our obligations to holders
of the senior notes. However, the indenture does not prohibit the buyer from
incurring additional debt including, subject to exceptions and qualifications,
secured debt which would be effectively senior in right of payment to that of
the holders of the senior notes. This might reduce the cash available to us, or
to anyone who may acquire us, and impair our ability, or the ability of anyone
who acquires us, to make payments on the senior notes.

IF AN ACTIVE TRADING MARKET FOR THE EXCHANGE NOTES FAILS TO DEVELOP, THE TRADING
PRICE AND LIQUIDITY OF THE EXCHANGE NOTES COULD BE ADVERSELY AFFECTED.

The exchange notes are expected to be listed on the New York Stock
Exchange. However, an active market for the exchange notes may not develop. We
do not expect any affiliate of ours to make a market in the exchange notes. The
initial purchasers of the old notes have advised us that they currently intend
to make a market in the exchange notes. However, the initial purchasers are not
obligated to make a market and may discontinue their market-making activities at
any time without notice. The liquidity of the trading market for the exchange
notes will depend in part on the level of participation of the holders of the
old notes in the exchange offer. The greater the participation in the exchange
offer, the greater the liquidity of the trading market for the exchange notes
and the lesser the liquidity of the trading market for the old notes not
tendered during the exchange offer. We do not know how many holders of the old
notes will accept this exchange offer and, therefore, do not know what principal
amount of the exchange notes will be issued. In addition, market making activity
by the initial purchasers will be subject to the limits imposed by the
Securities Act and the Exchange Act. As a result, we cannot assure you that any
market for the exchange notes will develop, or, if one does develop, that it
will be maintained. If an active market for the exchange notes fails to develop,
or be maintained, the trading price and liquidity of the exchange notes could be
adversely affected.

Future trading prices of the exchange notes would depend on many
factors, including among others, prevailing interest rates, our operating
results, and the market for similar securities. Depending on prevailing interest
rates, our financial condition, the market for similar securities and other
factors, the exchange notes could trade at a discount from their principal
amount.

IF YOU FAIL TO EXCHANGE YOUR OLD NOTES BY PROPERLY TENDERING THEM FOR EXCHANGE
NOTES IN THE EXCHANGE OFFER, YOUR OLD NOTES WILL CONTINUE TO BE SUBJECT TO
TRANSFER RESTRICTIONS AND MAY HAVE REDUCED LIQUIDITY.

We will issue exchange notes only in exchange for old notes that you timely
and properly tender. Therefore, you should allow sufficient time to ensure
timely delivery of the old notes, and you should carefully follow the
instructions on how to tender your old notes. Neither we nor the exchange agent
are required to tell you of any defects or irregularities with respect to your
tender of old notes.

If you do not exchange your old notes for exchange notes in the
exchange offer by properly tendering them for exchange notes, your old notes
will continue to be subject to the restrictions on transfer described in the
legend on your old notes. The restrictions on transfer of your old notes arise
because we issued the old notes under exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. In general, you may only offer or sell the old notes if
they are registered under the Securities Act and applicable state securities
laws, or offered and sold under an exemption from these requirements. As we do
not intend to register the old notes under the Securities Act, in the event the
exchange offer is completed, holders of old notes which have not been exchanged
who seek liquidity in their investment would have to rely on exemptions to the
registration requirements under the securities laws, including the Securities
Act. Consequently, holders of old notes who do not participate in the exchange
offer could experience significant diminution in the value of their old notes,
compared to the value of the exchange notes. See "The Exchange Offer -
Consequences of Failure to Exchange" for a discussion of possible consequences
of failing to exchange your old notes.

AN ADVERSE CHANGE IN ECONOMIC CONDITIONS COULD REDUCE THE DEMAND FOR HOMES AND,
AS A RESULT, COULD REDUCE OUR EARNINGS.

Changes in national and regional economic conditions, as well as local
economic conditions where we conduct our operations and where prospective
purchasers of our homes live, can have a negative impact on our business.
Adverse changes in employment levels, job growth, consumer confidence, housing
demand, interest rates and population growth may reduce demand and depress
prices for our homes. This, in turn, can reduce our earnings.

THE HOMEBUILDING INDUSTRY IS HIGHLY COMPETITIVE AND, IF OTHERS ARE MORE
SUCCESSFUL, OUR BUSINESS COULD DECLINE.

We operate in a very competitive environment which is characterized by
competition from a number of other homebuilders in each market in which we
operate. We compete with large national and regional homebuilders and with
smaller local homebuilders for land, financing, raw materials and skilled
management and labor resources. We also compete with the resale, or "previously
owned," home market. Increased competition could cause us to increase our
selling incentives and/or reduce our prices. An oversupply of homes available
for sale could also depress our home prices and adversely affect our operations.
If we are unable to compete effectively in our markets, our business could
decline.

IF LAND IS NOT AVAILABLE AT REASONABLE PRICES, OUR SALES AND EARNINGS COULD
DECREASE.

Our operations depend on our ability to continue to obtain land for the
development of our residential communities at reasonable prices. Changes in the
general availability of land, competition for available land, availability of
financing to acquire land, zoning regulations that limit housing density and
other market conditions may hurt our ability to obtain land for new residential
communities. If the supply of land appropriate for development of our
residential communities becomes more limited because of these factors, or for
any reason, the cost of land could increase and/or the number of homes that we
build and sell could be reduced.

IF THE MARKET VALUE OF OUR LAND AND HOMES DROPS SIGNIFICANTLY, OUR PROFITS COULD
DECREASE.

The market value of our land and housing inventories depends on market
conditions. We acquire land for expansion into new markets and for replacement
of land inventory and expansion within our current markets. If housing demand
decreases below what we anticipated when we acquired our inventory, we may not
be able to make profits similar to what we have made in the past, may experience
less than anticipated profits and/or may not be able to recover our costs when
we build and sell homes. In the face of adverse market conditions, we may have
substantial inventory carrying costs or we may have to sell land or homes at a
loss.

GOVERNMENT REGULATIONS MAY DELAY THE START OR COMPLETION OF OUR COMMUNITIES,
INCREASE OUR EXPENSES OR LIMIT OUR HOMEBUILDING ACTIVITIES, WHICH COULD HAVE A
NEGATIVE IMPACT ON OUR OPERATIONS.

We must obtain the approval of numerous governmental authorities in
connection with our development activities, and these governmental authorities
often have broad discretion in exercising their approval authority. We incur
substantial costs related to compliance with legal and regulatory requirements.
Any increase in legal and regulatory requirements may cause us to incur
substantial additional costs, as discussed below. Various local, state and
federal statutes, ordinances, rules and regulations concerning building, zoning,
sales and similar matters apply to and/or affect the housing industry. This
governmental regulation affects construction activities as well as sales
activities, mortgage lending activities and other dealings with consumers. The
industry also has experienced an increase in state and local legislation and
regulations which limit the availability or use of land. We may be required to
apply for additional approvals or modify our existing approvals because of
changes in local circumstances or applicable law.

EXPANSION OF REGULATION IN THE HOUSING INDUSTRY HAS INCREASED THE TIME REQUIRED
TO OBTAIN THE NECESSARY APPROVALS TO BEGIN CONSTRUCTION AND HAS PROLONGED THE
TIME BETWEEN THE INITIAL ACQUISITION OF LAND OR LAND OPTIONS AND THE
COMMENCEMENT AND COMPLETION OF CONSTRUCTION. THESE DELAYS CAN INCREASE OUR COSTS
AND DECREASE OUR PROFITABILITY.

Municipalities may restrict or place moratoriums on the availability of
utilities, such as water and sewer taps. In some areas, municipalities may enact
growth control initiatives, which will restrict the number of building permits
available in a given year. If municipalities in which we operate take actions
like these, it could have an adverse effect on our business by causing delays,
increasing our costs or severely limiting our ability to operate in those
municipalities.

INCREASES IN TAXES OR GOVERNMENT FEES COULD INCREASE OUR COSTS, AND ADVERSE
CHANGES IN TAX LAWS COULD REDUCE CUSTOMER DEMAND FOR OUR HOMES.

Increases in real estate taxes and other local government fees, such as
fees imposed on developers to fund schools, open space, road improvements,
and/or provide low and moderate income housing, could increase our costs and
have an adverse effect on our operations. In addition, increases in local real
estate taxes could adversely affect our potential customers who may consider
those costs in determining whether to make a new home purchase and decide, as a
result, not to purchase one of our homes. In addition, any changes in the income
tax laws that would reduce or eliminate tax incentives to homeowners could make
housing less affordable or otherwise reduce the demand for housing, which in
turn could reduce our sales and hurt our operating results.

ADVERSE WEATHER CONDITIONS AND CONDITIONS IN NATURE BEYOND OUR CONTROL COULD
DISRUPT THE DEVELOPMENT OF OUR COMMUNITIES, WHICH COULD HARM OUR SALES AND
EARNINGS.

Adverse weather conditions and natural disasters, such as hurricanes,
tornadoes, earthquakes, floods and fires, can have serious effects on our
ability to develop our residential communities. We also may be affected by
unforeseen engineering, environmental or geological problems. Any of these
adverse events or circumstances could cause delays in the completion of, or
increase the cost of, developing one or more of our residential communities and,
as a result, could harm our sales and earnings.

IF WE EXPERIENCE SHORTAGES OF LABOR AND SUPPLIES OR OTHER CIRCUMSTANCES BEYOND
OUR CONTROL, THERE COULD BE DELAYS OR INCREASED COSTS IN DEVELOPING OUR
COMMUNITIES, WHICH WOULD ADVERSELY AFFECT OUR OPERATING RESULTS.

Our ability to develop residential communities may be affected by
circumstances beyond our control, including: work stoppages, labor disputes and
shortages of qualified trades people, such as carpenters, roofers, electricians
and plumbers; lack of availability of adequate utility infrastructure and
services; our need to rely on local subcontractors who may not be adequately
capitalized or insured; and shortages or fluctuations in prices of building
materials. Any of these circumstances could give rise to delays in the start or
completion of, or increase the cost of, developing one or more of our
residential communities. We may not be able to recover these increased costs by
raising our home prices because, typically, the price for each home is set
months prior to delivery in a home sale contract with the customer. If that
happens, our operating results could be harmed. Additionally, we may be limited
in the amount we can raise sales prices by our customers' willingness to pay
higher prices.

We are subject to one collective bargaining agreement that covers less
than 5% of our employees. We have not experienced any work stoppages due to
strikes by unionized workers, but we cannot assure you that there will not be
any work stoppages due to strikes or other job actions in the future. We use
independent contractors to construct our homes. At any given point in time, some
or all of these subcontractors may be unionized.

PRODUCT LIABILITY LITIGATION AND WARRANTY CLAIMS THAT ARISE IN THE ORDINARY
COURSE OF BUSINESS MAY BE COSTLY, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

As a homebuilder, we are subject to construction defect and home
warranty claims arising in the ordinary course of business. These claims are
common in the homebuilding industry and can be costly. In addition, the costs of
insuring against construction defect and product liability claims are high, and
the amount of coverage offered by insurance companies is currently limited.
There can be no assurance that this coverage will not be further restricted and
become more costly. If we are not able to obtain adequate insurance against
these claims, we may experience losses that could hurt our business.

IF WE ARE NOT ABLE TO OBTAIN SUITABLE FINANCING, OUR BUSINESS MAY DECLINE.

Our business and earnings depend substantially on our ability to obtain
financing for the development of our residential communities, whether from bank
borrowings or from sales of our debt or equity securities. If we are not able to
obtain suitable financing, our costs could increase and our revenues could
decrease, or we could be precluded from continuing our operations at current
levels.

Increases in interest rates can make it more difficult and/or expensive
for us to obtain the funds we need to operate our business. The amount of
interest we incur on our revolving bank credit facility fluctuates based on
changes in short-term interest rates, the amount of borrowings we incur and the
ratings that national rating agencies assign to our outstanding debt securities.
Increases in interest rates generally and/or any downgrading in the ratings that
national rating agencies assign to our outstanding debt securities would
increase the interest rates we must pay on any subsequent issuances of debt
securities, and any such ratings downgrade could also make it more difficult for
us to sell such debt securities.

IF OUR POTENTIAL CUSTOMERS ARE NOT ABLE TO OBTAIN SUITABLE FINANCING, OUR
BUSINESS MAY DECLINE.

Our business and earnings also depend on the ability of our potential
customers to obtain mortgages for the purchase of our homes. Increases in the
cost of home mortgage financing could prevent our potential customers from
purchasing our homes. In addition, where our potential customers must sell their
existing homes in order to buy a home from us, increases in mortgage costs could
prevent the buyers of our customers' existing homes from obtaining the mortgages
they need to complete the purchase, which could result in our potential
customers' inability to buy a home from us. If our potential customers or the
buyers of our customers' existing homes are not able to obtain suitable
financing, our sales and revenues could decline.

OUR PRINCIPAL STOCKHOLDERS MAY EFFECTIVELY EXERCISE CONTROL OVER MATTERS
REQUIRING STOCKHOLDER APPROVAL.

As of September 15, 2005, Robert I. Toll and his affiliates owned,
directly or indirectly, or had the right to acquire within 60 days,
approximately 16.8% of the outstanding shares of Toll Brothers, Inc.'s common
stock, and his brother Bruce E. Toll and his affiliates owned, directly or
indirectly, or had the right to acquire within 60 days, approximately 7.3% of
the outstanding shares of Toll Brothers, Inc.'s common stock. To the extent they
and their affiliates vote their shares in the same manner, their combined stock
ownership may effectively give them the power to elect all of the directors and
control the management, operations and affairs of Toll Brothers, Inc. Their
ownership may discourage someone from making a significant equity investment in
Toll Brothers, Inc., even if we needed the investment to operate our business.
The large percentage of stock they own could also delay or prevent a change of
control transaction that other stockholders may deem to be in their best
interests, such as a transaction in which the other stockholders would receive a
premium for their shares over their current trading prices.

OUR BUSINESS IS SEASONAL IN NATURE, SO OUR QUARTERLY OPERATING RESULTS
FLUCTUATE.

Our quarterly operating results typically fluctuate with the seasons. A
significant portion of our home purchase contracts are entered into with
customers in the winter and spring months. Construction on a customer's home
typically proceeds after signing the contract and can require 12 months or more
to complete. Weather-related problems may occur in the late winter and early
spring delaying starts or closings or increasing costs and reducing
profitability. In addition, delays in opening new communities or new sections of
existing communities could have an adverse impact on home sales and revenues.
Because of these factors, our quarterly operating results may be uneven and may
be marked by lower revenues and earnings in some quarters.

FUTURE TERRORIST ATTACKS AGAINST THE UNITED STATES OR INCREASED DOMESTIC OR
INTERNATIONAL INSTABILITY COULD HAVE AN ADVERSE EFFECT ON OUR OPERATIONS.

In the weeks following the September 11, 2001 terrorist attacks, we
experienced a sharp decrease in the number of orders for new homes and
cancellation of many existing orders. Although new home purchases stabilized and
subsequently recovered in the months after that initial period, adverse
developments in the war on terrorism, future terrorist attacks against the
United States, or increased domestic or international instability could
adversely affect our business.

FORWARD-LOOKING STATEMENTS

Some of the information included or incorporated by reference in this
prospectus may contain forward-looking statements. They contain words like
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe,"
"may," "can," "could," "predict," "potential," "continue," "might" and other
words or phrases of similar meaning in connection with any discussion of future
operating or financial performance. Such statements include information relating
to anticipated operating results, financial resources, changes in revenues,
changes in profitability, interest expense, growth and expansion, anticipated
income to be realized from our investments in joint ventures and the Toll

Brothers Realty Trust Group, the ability to acquire land, the ability to gain
approvals and to open new communities, the ability to sell homes and properties,
the ability to deliver homes from backlog, the average delivered price of homes,
the ability to secure materials and subcontractors, the ability to maintain the
liquidity and capital necessary to expand and take advantage of opportunities in
the future, and stock market valuations. These forward-looking statements are
subject to certain risks and uncertainties, including those described in the
"Risk Factors" section of this prospectus. Additional risks that may affect our
future performance are included elsewhere in this prospectus and in our other
filings with the Commission. When considering forward-looking statements, you
should keep in mind these risk factors and other cautionary statements.
Forward-looking statements speak only as of the date made and you should not
place undue reliance on them.

Any or all of the forward-looking statements included or incorporated
by reference in this prospectus or in any reports or public statements made by
us may turn out to be inaccurate. This can occur as a result of incorrect
assumptions or as a consequence of known or unknown risks and uncertainties.
Many factors mentioned in this prospectus or in reports or public statements
made by us, such as government regulation and the competitive environment, will
be important in determining our future performance. Consequently, actual results
may differ materially from those that might be anticipated from our
forward-looking statements.

We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, any further disclosures made on related subjects in our subsequent
reports on Forms 10-K, 10-Q and 8-K, and any amendments of these reports, should
be consulted. The above-referenced risks, uncertainties and possible inaccurate
assumptions related to our business include factors we believe could cause our
actual results to differ materially from expected and historical results. Other
factors beyond those referenced above, including factors unknown to us and
factors known to us which we have not determined are material, could also
adversely affect us.

USE OF PROCEEDS

We will not receive any proceeds from the exchange of the exchange
notes for the old notes pursuant to the exchange offer.

We used a portion of the aggregate net proceeds of the offering of the
old notes to repay all of the $100 million outstanding of our 8% Senior
Subordinated Notes due 2009 and we used the remainder of the aggregate net
proceeds, together with available cash, to repay our $222.5 million bank term
loan, which bank term loan bore interest at a rate of 7.18% and was due in July
2005.

CAPITALIZATION

The following table sets forth the consolidated capitalization of Toll
Brothers, Inc. at July 31, 2005:

July 31, 2005
------------------
($ in thousands)
(unaudited)
Debt:
Loans payable (1) $152,655
5.15 % Senior Notes due 2015 300,000
4.95 % Senior Notes due 2014 300,000
5.95% Senior Notes due 2013 250,000
6.875% Senior Notes due 2012 300,000
8 1/4% Senior Subordinated Notes due 2011 200,000
8.25% Senior Subordinated Notes due 2011 150,000
Mortgage company warehouse loan 72,149
------------------
Total debt 1,724,804
------------------

Stockholders' equity (2)
Preferred stock, none issued -
Common stock, $.01 par value 1,563
Additional paid-in capital 260,178
Retained earnings 2,265,808
Unearned compensation (760)
Treasury stock, at cost (111)
------------------
Total stockholders' equity 2,526,678
------------------
$4,251,482
==================

(1) At July 31, 2005, we had a $1.2 billion unsecured revolving bank
credit facility with 30 banks which extends to July 15, 2009. Interest
is payable on short-term borrowings under the facility at 0.625% above
the Eurodollar rate or at other specified variable rates as selected
by us from time to time. At July 31, 2005, we had no borrowings
outstanding against the facility and approximately $269.1 million of
letters of credit outstanding under the facility.

(2) At July 31, 2005, our authorized capital stock consisted of
200,000,000 shares of common stock, par value $.01 per share, and
1,000,000 shares of preferred stock, par value $.01 per share. Our
board of directors is authorized to amend our Certificate of
Incorporation to increase the number of authorized shares of common
stock up to 400,000,000 shares and the number of shares of authorized
preferred stock to 15,000,000 shares.

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA
(DOLLARS IN THOUSANDS)

The following selected consolidated financial information for each of the annual
periods in the five years ended October 31, 2004 is derived from our audited
consolidated financial statements. The following selected consolidated financial
information for the nine months ended July 31, 2004 and 2005 is derived from our
unaudited quarterly consolidated financial statements and, in the opinion of
management, includes all adjustments (consisting of normal recurring items)
necessary for the fair presentation of the results for such periods. The
following selected consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and related notes thereto
contained in our annual report on Form 10-K for the fiscal year ended October
31, 2004 and our quarterly report on Form 10-Q for the quarter ended July 31,
2005 which are incorporated into this prospectus by reference. The results of
operations for the nine months ended July 31, 2005 may not be indicative of
results of operations to be expected for the full fiscal year.

HOUSING DATA:
Closings
Number of homes 3,945 4,358 4,430 4,911 6,627 4,232 5,812
Value (in thousands) $1,762,930 $2,180,469 $2,279,261 $2,731,044 $3,839,451 $2,395,150 $3,751,594
Contracts
Number of homes 4,364 4,314 5,070 6,132 8,684 6,436 8,100
Value (in thousands) $2,134,522 $2,158,536 $2,734,457 $3,475,992 $5,641,454 $4,109,100 $5,563,800

(2) Backlog consists of homes which were under contract but not closed at the
end of the period.

THE GUARANTORS

The guarantors comprise substantially all of our wholly-owned
homebuilding subsidiaries, and each is a guarantor under our revolving bank
credit facility, our 6.875% Senior Notes due 2012, our 5.95% Senior Notes due
2013 and our 4.95% Senior Notes due 2014. Non-homebuilding subsidiaries, which
are not guarantors, engage in ancillary businesses such as mortgage, title
insurance, security monitoring, Internet access and insurance. The guarantors
consist of: Toll Brothers, Inc., Amwell Chase, Inc., Brentwood Investments I,
Inc., Bunker Hill Estates, Inc., Chesterbrooke, Inc., Connecticut Land Corp.,
Daylesford Development Corp., Eastern States Engineering, Inc., Fairway Valley,
Inc., First Brandywine Finance Corp., First Brandywine Investment Corp. II,
First Brandywine Investment Corp. III, First Brandywine Investment Corp. IV,
First Huntingdon Finance Corp., Franklin Farms G.P., Inc., Frenchman's Reserve
Country Club, Inc., HQZ Acquisitions, Inc., MA Limited Land Corporation, Maple
Point, Inc., Maryland Limited Land Corporation, Mizner Country Club, Inc.,
Mountain View Country Club, Inc., Polekoff Farm, Inc., SH Homes Corporation, SI
Investment Corporation, The Silverman Building Companies, Inc., Springfield
Chase, Inc., Stewarts Crossing, Inc., TB Proprietary Corp., TB Proprietary LP,
Inc., Tenby Hunt, Inc., Toll Arizona LP Company, Inc., Toll Arizona-II LP
Company, Inc., Toll AZ GP Corp., Toll Bros., Inc. (PA), Toll Bros., Inc. (DE),
Toll Bros., Inc. (TX), Toll Bros. of Arizona, Inc., Toll Bros. of North
Carolina, Inc., Toll Bros. of North Carolina II, Inc., Toll Bros. of North
Carolina III, Inc., Toll Bros. of Tennessee, Inc., Toll Brothers AZ Construction
Company, Toll Brothers Real Estate, Inc., Toll CA GP Corp., Toll CO GP Corp.,
Toll California LP Company, Inc., Toll Colorado LP Company, Inc., Toll
Connecticut LP Company, Inc., Toll Connecticut-II LP Company, Inc., Toll Corp.,
Toll Delaware LP Company, Inc., Toll Delaware-II LP Company, Inc., Toll
Development Company Inc., Toll Finance Corp., Toll FL GP Corp., Toll Florida LP
Company, Inc., Toll Florida-II LP Company, Inc., Toll Holdings, Inc., Toll IL GP
Corp., Toll Illinois LP Company, Inc., Toll Land Corp. No. 6, Toll Land Corp.
No. 10, Toll Land Corp. No. 20, Toll Land Corp. No. 43, Toll Land Corp. No. 45,
Toll Land Corp. No. 46, Toll Land Corp. No. 47, Toll Land Corp. No. 48, Toll
Land Corp. No. 49, Toll Land Corp. No. 50, Toll Land Corp. No. 51, Toll Land
Corp. No. 52, Toll Land Corp. No. 53, Toll Land Corp. No. 55, Toll Land Corp.
No. 56, Toll Land Corp. No. 58, Toll Land Corp. No. 59, Toll Land Corp. No. 60,
Toll Management AZ Corp., Toll Management VA Corp., Toll Manhattan I, Inc., Toll
MD Builder Corp., Toll MI GP Corp., Toll MN GP Corp., Toll Maryland LP Company,
Inc., Toll Maryland-II LP Company, Inc., Toll Massachusetts LP Company, Inc.,
Toll Massachusetts-II LP Company, Inc., Toll Michigan LP Company, Inc., Toll
Michigan-II LP Company, Inc., Toll Mid-Atlantic LP Company, Inc., Toll
Mid-Atlantic Note Company, Inc., Toll Midwest LP Company, Inc., Toll Midwest
Note Company, Inc., Toll NH GP Corp., Toll NJ Builder Corp., Toll NJX-I Corp.,

Toll NJX-II Corp., Toll NJX-III Corp., Toll NJX-IV Corp., Toll NC GP Corp., Toll
NV GP Corp., Toll Nevada LP Company, Inc., Toll New Hampshire LP Company, Inc.,
Toll New Hampshire-II LP Company, Inc., Toll New Jersey LP Company, Inc., Toll
New Jersey-II LP Company, Inc., Toll New York LP Company, Inc., Toll New York-II
LP Company, Inc., Toll North Carolina LP Company, Inc., Toll North Carolina-II
LP Company, Inc., Toll Northeast LP Company, Inc., Toll Northeast Note Company,
Inc., Toll OH GP Corp., Toll Ohio LP Company, Inc., Toll Ohio-II LP Company,
Inc., Toll PA Builder Corp., Toll PA GP Corp., Toll PA II GP Corp., Toll
Pennsylvania LP Company, Inc., Toll Pennsylvania-II LP Company, Inc., Toll
Peppertree, Inc., Toll Philmont Corporation, Toll Realty Holdings Corp. I, Toll
Realty Holdings Corp. II, Toll Realty Holdings Corp. III, Toll Rhode Island LP
Company, Inc., Toll Rhode Island-II LP Company, Inc., Toll RI GP Corp., Toll SC
GP Corp., Toll South Carolina LP Company, Inc., Toll South Carolina-II LP
Company, Inc., Toll Southeast LP Company, Inc., Toll Southeast Note Company,
Inc., Toll Southwest LP Company, Inc., Toll Southwest Note Company, Inc., Toll
Texas LP Company, Inc., Toll Texas-II LP Company, Inc., Toll TN GP Corp., Toll
TX GP Corp., Toll VA GP Corp., Toll VA Member Two, Inc., Toll Virginia LP
Company, Inc., Toll Virginia-II LP Company, Inc., Toll WestCoast LP Company,
Inc., Toll WestCoast Note Company, Inc., Toll Wood Corporation, Toll YL, Inc.,
Valley Forge Conservation Holding GP Corp., Warren Chase, Inc., Windsor
Development Corp., 110-112 Third Ave. Realty Corp., Afton Chase, L.P., Audubon
Ridge, L.P., Beaumont Chase, L.P., Belmont Land, L.P., Bernards Chase, L.P.,
Binks Estates Limited Partnership, The Bird Estate Limited Partnership, Blue
Bell Country Club, L.P., Branchburg Ridge, L.P., Brass Castle Estates, L.P.,
Brentwood Investments, L.P., Bridle Estates, L.P., Broad Run Associates, L.P.,
Buckingham Woods, L.P., Bucks County Country Club, L.P., CC Estates Limited
Partnership, Calabasas View, L.P., Charlestown Hills, L.P., Chellis Hill Limited
Partnership, Cheltenham Estates Limited Partnership, Chesterbrooke Limited
Partnership, Cobblestones at Thornbury, L.P., Cold Spring Hunt, L.P.,
Coleman-Toll Limited Partnership, Concord Chase, L.P., Cortlandt Chase, L.P.,
Dolington Estates, L.P., Dominion Country Club, L.P., Eagle Farm Limited
Partnership, The Estates at Brooke Manor Limited Partnership, Estates at
Coronado Pointe, L.P., Estates at Princeton Junction, L.P., Estates at Rivers
Edge, L.P., Estates at San Juan Capistrano, L.P., The Estates at Summit Chase,
L.P., Fair Lakes Chase, L.P., Fairfax Investment, L.P., Fairfax Station Hunt,
L.P., Fairway Mews Limited Partnership, Farmwell Hunt, L.P., First Brandywine
Partners, L.P., Franklin Oaks Limited Partnership, Great Falls Hunt, L.P., Great
Falls Woods, L.P., Greens at Waynesborough, L.P., Greenwich Chase, L.P.,
Greenwich Station, L.P., Hoboken Land LP, Hockessin Chase, L.P., Holland Ridge,
L.P., Holliston Hunt Limited Partnership, Hopewell Hunt, L.P., Huckins Farm
Limited Partnership, Hunter Mill, L.P., Hunterdon Chase, L.P., Hunterdon Ridge,
L.P., Huntington Estates Limited Partnership, Hurley Ridge Limited Partnership,
Kensington Woods Limited Partnership, Lakeway Hills Properties, L.P., Laurel
Creek, L.P., Loudoun Valley Associates, L.P., Mallard Lakes, L.P., Manalapan
Hunt, L.P., Mill Road Estates, L.P., Montgomery Chase, L.P., Moorestown Hunt,
L.P., Mount Kisco Chase, L.P., NC Country Club Estates Limited Partnership,
Newtown Chase Limited Partnership, Northampton Crest, L.P., Northampton
Preserve, L.P., Patriots, L.P., The Preserve at Annapolis Limited Partnership,
The Preserve at Boca Raton Limited Partnership, Preston Village Limited
Partnership, Princeton Hunt, L.P., Providence Plantation Limited Partnership,
Regency at Dominion Valley, L.P., River Crossing, L.P., Rolling Greens, L.P.,
Rose Hollow Crossing Associates, Seaside Estates Limited Partnership, Shrewsbury
Hunt Limited Partnership, Silverman-Toll Limited Partnership, Somers Chase,
L.P., Somerset Development Limited Partnership, South Riding, L.P., South Riding
Amberlea LP, South Riding Partners, L.P., Sorrento at Dublin Ranch I LP,
Sorrento at Dublin Ranch II LP, Sorrento at Dublin Ranch III LP, South Riding
Partners Amberlea LP, Southlake Woods, L.P., Southport Landing Limited
Partnership, Springton Pointe, L.P., Stone Mill Estates, L.P., Swedesford Chase,
L.P., TB Proprietary, L.P., TBI/Heron Bay Limited Partnership, TBI/Naples
Limited Partnership, TBI/Palm Beach Limited Partnership, Timber Ridge Investment
Limited Partnership, Toll at Brier Creek Limited Partnership, Toll at Daventry
Park, L.P., Toll at Payne Ranch, L.P., Toll at Princeton Walk, L.P., Toll at
Westlake, L.P., Toll at Whippoorwill, L.P., Toll Brooklyn LP, Toll Bros. of
Tennessee, L.P., Toll Brothers AZ Limited Partnership, Toll Brothers Maryland II
Limited Partnership, Toll CA, L.P., Toll CA II, L.P., Toll CA III, L.P., Toll CA
IV, L.P., Toll CA V, L.P., Toll CA VI, L.P., Toll CA VII, L.P., Toll CA VIII.
L.P., Toll CO, L.P., Toll Costa, L.P., Toll CT Limited Partnership, Toll CT II
Limited Partnership, Toll CT Westport Limited Partnership, Toll Cliffs Urban
Renewal Company LP, Toll DE LP, Toll-Dublin, L.P., Toll East Naples Limited
Partnership, Toll Estero Limited Partnership, Toll FL Limited Partnership, Toll
FL II Limited Partnership, Toll FL III Limited Partnership, Toll FL IV Limited
Partnership, Toll FL V Limited Partnership, Toll FL VI Limited Partnership, Toll
Ft. Myers Limited Partnership, Toll Grove LP, Toll Hudson LP, Toll IL, L.P.,
Toll IL II, L.P., Toll IL III, L.P., Toll IL HWCC, L.P., Toll IL WSB, L.P., Toll

Jacksonville Limited Partnership, Toll Jupiter Limited Partnership, Toll Land
Limited Partnership, Toll Land IV Limited Partnership, Toll Land V Limited
Partnership, Toll Land VI Limited Partnership, Toll Land VII Limited
Partnership, Toll Land IX Limited Partnership, Toll Land X Limited Partnership,
Toll Land XI Limited Partnership, Toll Land XIV Limited Partnership, Toll Land
XV Limited Partnership, Toll Land XVI Limited Partnership, Toll Land XVII
Limited Partnership, Toll Land XVIII Limited Partnership, Toll Land XIX Limited
Partnership, Toll Land XX Limited Partnership, Toll Land XXI Limited
Partnership, Toll Land XXII Limited Partnership, Toll Land XXIII Limited
Partnership, Toll Land XXV Limited Partnership, Toll Land XXVI Limited
Partnership, Toll Livingston at Naples Limited Partnership, Toll Marshall LP,
Toll MD Builder I, L.P., Toll MD Limited Partnership, Toll MD II Limited
Partnership, Toll MD III Limited Partnership, Toll MD IV Limited Partnership,
Toll MD V Limited Partnership, Toll MD VI Limited Partnership, Toll MD VII
Limited Partnership, Toll MI Limited Partnership, Toll MI II Limited
Partnership, Toll MI III Limited Partnership, Toll MI IV Limited Partnership,
Toll MI V Limited Partnership, Toll MN, L.P., Toll Naval Associates, Toll NC,
L.P., Toll NH Limited Partnership, Toll NJ, L.P., Toll NJ II, L.P., Toll NJ III,
L.P., Toll NJ IV, L.P., Toll NJ V, L.P., Toll NJ VI, L.P., Toll NJ VII, L.P.,
Toll NJ VIII, L.P., Toll NJ Builder I, L.P., Toll Northville Limited
Partnership, Toll Northville Golf Limited Partnership, Toll NV Limited
Partnership, Toll Orlando Limited Partnership, Toll PA, L.P., Toll PA II, L.P.,
Toll PA III, L.P., Toll PA IV, L.P., Toll PA V, L.P., Toll PA VI, L.P., Toll PA
VII, L.P., Toll PA VIII, L.P., Toll PA IX, L.P., Toll PA X, L.P., Toll Park LP,
Toll Peppertree, L.P., Toll Realty Holdings LP, Toll Reston Associates, L.P.,
Toll RI, L.P., Toll RI II, L.P., Toll SC, L.P., Toll SC II, L.P., Toll Stonebrae
LP, Toll TX, L.P., Toll TX II, L.P., Toll TX III, L.P., Toll TX IV, L.P., Toll
VA, L.P., Toll VA II, L.P., Toll VA IV, L.P., Toll VA V, L.P., Toll VA VI, L.P.,
Toll YL, L.P., Toll YL II, L.P., Trumbull Hunt Limited Partnership, Uwchlan
Woods, L.P., Valley Forge Conservation Holding, L.P., Valley Forge Woods, L.P.,
Valley View Estates Limited Partnership, Village Partners, L.P., Washington
Greene Development, L.P., Waterford Preserve LP, West Amwell Limited
Partnership, Whiteland Woods, L.P., Wichita Chase, L.P., Willowdale Crossing,
L.P., Wilson Concord, L.P., The Woods at Highland Lakes, L.P., The Woods at Long
Valley, L.P., 51 N. 8th Street LP (formerly Toll Land XIII Limited Partnership),
Arthur's Woods, LLC, Arundel Preserve #6, LLC, Arundel Preserve #10a, LLC,
Belmont Country Club I LLC, Belmont Country Club II LLC, Belmont Investments I
LLC, Belmont Investments II LLC, Big Branch Overlook L.L.C., Block 255 LLC,
Brier Creek Country Club I LLC, Brier Creek Country Club II LLC, C.B.A.Z.
Construction Company LLC, C.B.A.Z. Holding Company LLC, CWG Construction Company
LLC, Component Systems I, LLC, Component Systems II, LLC, Creeks Farm L.L.C.,
Dominion Valley Country Club I LLC, Dominion Valley Country Club II LLC, Feys
Property LLC, First Brandywine LLC I, First Brandywine LLC II, First Brandywine
LLC III, First Brandywine LLC IV, Frenchman's Reserve Realty, LLC, Golf I
Country Club Estates at Moorpark LLC, Golf II Country Club Estates at Moorpark
LLC, Hawthorne Woods Country Club II LLC, High Pointe at Hopewell, LLC, Hoboken
Cove LLC, Hunt's Bluff LLC, Jacksonville TBI Realty, LLC, Lighthouse Point Land
Company, LLC, Long Meadows TBI, LLC, Longmeadow Properties LLC, Manalapan Hunt
Investments I LLC, Manalapan Hunt Investments II LLC, Millbrook Investments I
LLC, Millbrook Investments II LLC, Mizner Realty, L.L.C., Naples Lakes Country
Club, L.L.C., Naples TBI Realty, LLC, Palm Cove Golf & Yacht Club I LLC, Palm
Cove Golf & Yacht Club II LLC, Palm Cove Marina I LLC, Palm Cove Marina II LLC,
Phillips Drive LLC, Regency at Denville, LLC, Prince William Land I LLC, Prince
William Land II LLC, Regency at Denville, LLC, Regency at Dominion Valley LLC,
The Regency Golf Club I LLC, The Regency Golf Club II LLC, Regency at Long
Valley I LLC, Regency at Long Valley II LLC, Regency at Mansfield I LLC, Regency
at Mansfield I LLC, The Ridges at Belmont Country Club I LLC, The Ridges at
Belmont Country Club II LLC, Toll VA L.L.C., Sapling Ridge, LLC, South Riding
Realty LLC, SR Amberlea LLC, SRH Investments I, LLC, SRH Investments II, LLC,
SRLP II LLC, Toll Cedar Hunt LLC, Toll DE X, LLC, Toll DE X II, LLC,
Toll-Dublin, LLC, Toll EB, LLC, Toll Equipment, L.L.C., Toll FL I, LLC, Toll
Glastonbury LLC, Toll MD I, L.L.C., Toll NJ I, L.L.C., Toll NJ II, L.L.C., Toll
NJ III, L.L.C., Toll Realty L.L.C., Toll Reston Associates, L.L.C., Toll
Stratford LLC, Toll VA III L.L.C., Toll Van Wyck LLC, Toll Vanderbilt I LLC,
Toll Vanderbilt II LLC, Vanderbilt Capital LLC, Virginia Construction Co. I,
LLC, Virginia Construction Co. II, LLC, 700 Grove Street Urban Renewal, LLC, 60
Industrial Parkway Cheektowaga, LLC, 1500 Garden St. LLC, 2301 Fallston Road
LLC, 5-01 - 5-17 48th Avenue LLC, 5-01 - 5-17 48th Avenue II LLC, 5-01 - 5-17
48th Avenue GC LLC, 5-01 - 5-17 48th Avenue GC II LLC, 51 N. 8th Street I LLC,
51 N. 8th Street GC LLC, 51 N. 8th Street GC II LLC, 110-112 Third Ave. GC LLC,
110-112 Third Ave. GC II LLC.

DESCRIPTION OF OTHER INDEBTEDNESS

The following is a brief summary of some of the important terms and
conditions, including financial covenants, of our other material indebtedness.
If we fail to comply with any of these financial covenants, the trustees or the
banks, as appropriate, could cause the indebtedness to become due and payable
before maturity. In addition, each of the indentures governing the senior notes,
the 6.875% Senior Notes due 2012, the 5.95% Senior Notes due 2013 and the 4.95%
Senior Notes due 2014 of Toll Brothers Finance Corp., and the senior
subordinated notes of Toll Corp., as well as the terms and conditions of our
revolving bank credit facility, contain cross acceleration or cross default
provisions which, in general, have the effect that an acceleration or a default,
as the case may be, under any one of these instruments will constitute a default
under all of them. At July 31, 2005, the aggregate amount of borrowings
outstanding under the senior notes, the 6.875% Senior Notes due 2012, the 5.95%
Senior Notes due 2013 and the 4.95% Senior Notes due 2014 of Toll Brothers
Finance Corp., the senior subordinated notes of Toll Corp. and the revolving
bank credit facility was approximately $1.50 billion.

REVOLVING CREDIT FACILITY

We have a $1.2 billion unsecured revolving credit facility with 30
banks which extends to July 15, 2009. The revolving credit agreement includes
financial covenants related to the maximum leverage ratio (as defined in the
agreement) we may have, which is not permitted to exceed 2.00 to 1.00, and the
maintenance of a minimum tangible net worth (as defined in the agreement),
which, at July 31, 2005, was required to exceed approximately $1.55 billion. At
July 31, 2005, we had a leverage ratio of approximately .53 to 1.00 and a
tangible net worth of approximately $2.48 billion.

OTHER SENIOR NOTES

We have outstanding $300 million in principal amount of 6.875% Senior
Notes due 2012. The 6.875% Senior Notes due 2012 were issued for ten years and
are redeemable at our option in whole at any time or in part from time to time
at a price equal to the greater of (a) 100% of the principal amount of the
6.875% Senior Notes due 2012 to be redeemed and (b) the sum of the present
values of the remaining scheduled payments of principal of notes to be redeemed
and the interest thereon that would be due after the redemption date but for the
redemption (provided, however, that if the redemption date is not an interest
payment date, the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued to the redemption date), discounted
to the date of redemption, on a semiannual basis, at the Treasury Rate plus 45
basis points (0.45%), plus, in each case, accrued and unpaid interest on the
notes to the redemption date. The 6.875% Senior Notes due 2012 also were issued
under the indenture and the terms and conditions of those notes are
substantially the same as the terms and conditions of the old notes and the
exchange notes.

We have outstanding $250 million in principal amount of 5.95% Senior
Notes due 2013. The 5.95% Senior Notes due 2013 were issued for ten years and
are redeemable at our option in whole at any time or in part from time to time
at a price equal to the greater of (a) 100% of the principal amount of the 5.95%
Senior Notes due 2013 to be redeemed and (b) the sum of the present values of
the remaining scheduled payments of principal of notes to be redeemed and the
interest thereon that would be due after the redemption date but for the
redemption (provided, however, that if the redemption date is not an interest
payment date, the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued to the redemption date), discounted
to the date of redemption, on a semiannual basis, at the Treasury Rate plus 20
basis points (0.20%), plus, in each case, accrued and unpaid interest on the
notes to the redemption date. The 5.95% Senior Notes due 2013 also were issued
under the indenture and the terms and conditions of those notes are
substantially the same as the terms and conditions of the old notes and the
exchange notes.

We have outstanding $300 million in principal amount of 4.95% Senior
Notes due 2014. The 4.95% Senior Notes due 2014 were issued for ten years and
are redeemable at our option in whole at any time or in part from time to time
at a price equal to the greater of (a) 100% of the principal amount of the 4.95%
Senior Notes due 2014 to be redeemed and (b) the sum of the present values of
the remaining scheduled payments of principal of notes to be redeemed and the
interest thereon that would be due after the redemption date but for the
redemption (provided, however, that if the redemption date is not an interest
payment date, the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued to the redemption date), discounted
to the date of redemption, on a semiannual basis, at the Treasury Rate plus 25
basis points (0.25%), plus, in each case, accrued and unpaid interest on the
notes to the redemption date. The 4.95% Senior Notes due 2014 also were issued
under the indenture and the terms and conditions of those notes are
substantially the same as the terms and conditions of the old notes and the
exchange notes.

SENIOR SUBORDINATED NOTES

We have two issues of senior subordinated notes outstanding: $200
million principal amount of our 8 1/4% Senior Subordinated Notes due 2011 and
$150 million principal amount of our 8.25% Senior Subordinated Notes due 2011.
At July 31, 2005, we had an aggregate of $350 million of these senior
subordinated notes outstanding. Each issue of senior subordinated notes was
issued for ten years and is redeemable in whole or in part at our option at
various prices on or after the fifth anniversary of each issue's issuance. Under
the terms of the indentures covering the senior subordinated notes, we are
required to maintain a minimum consolidated net worth of $55 million. At July
31, 2005, our consolidated net worth was approximately $2.53 billion. All of
these notes are unsecured senior subordinated obligations and rank junior to all
of our senior debt.

THE EXCHANGE OFFER

As used in this "The Exchange Offer" section, all references to "we,"
"us," "our" and all similar references are to Toll Brothers Finance Corp.

As of the date of this prospectus, $300 million in principal amount of
the old notes is outstanding. This prospectus, together with the letter of
transmittal, is first being sent to holders on , 2005.

PURPOSE OF THE EXCHANGE OFFER

We issued the old notes on June 2, 2005 in a transaction exempt from
the registration requirements of the Securities Act. Accordingly, the old notes
may not be reoffered, resold, or otherwise transferred unless so registered or
unless an applicable exemption from the registration and prospectus delivery
requirements of the Securities Act is available.

In connection with the sale of the old notes, we entered into a
registration rights agreement, which requires us to:

o file a registration statement with the Commission relating to the
exchange offer on or prior to 120 days after the date of issuance of
the old notes;

o use our reasonable efforts to cause the registration statement
relating to the exchange offer to become effective under the
Securities Act within 225 days after the date of issuance of the old
notes; and

o use our reasonable best efforts to complete the exchange offer no
later than 45 days after the exchange offer registration statement
becomes effective.

We are making the exchange offer to satisfy our obligations under the
registration rights agreement. Other than pursuant to the registration rights
agreement, we are not required to file any registration statement to register
any outstanding old notes. Holders of old notes who do not tender their old
notes or whose old notes are tendered but not accepted in the exchange offer
must rely on an exemption from the registration requirements under the
securities laws, including the Securities Act, if they wish to sell their old
notes.

We are making the exchange offer in reliance on the position of the
staff of the Commission as set forth in interpretive letters addressed to third
parties in other transactions. However, we have not sought our own interpretive
letter and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in interpretive
letters to third parties. Based on these interpretations by the staff, we
believe that the exchange notes issued in the exchange offer in exchange for old
notes may be offered for resale, resold and otherwise transferred by a holder
other than any holder who is a broker-dealer or an "affiliate" of Toll Brothers,
Inc. and its subsidiaries within the meaning of Rule 405 of the Securities Act,
without further compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that:

o the exchange notes are acquired in the ordinary course of the holder's
business;

o the holder has no arrangement or understanding with any person to
participate in the distribution of the exchange notes; and

o the holder is not engaged in, and does not intend to engage in a
distribution of the exchange notes.

For additional information, see the discussion in this section under
the subheading "Resale of Exchange Notes."

If you tender in the exchange offer for the purpose of participating in
a distribution of the exchange notes, or if you are a broker-dealer who
purchased the old notes from us for resale pursuant to Rule 144A or any other
available exemption under the Securities Act, you cannot rely on the
interpretations by the staff of the Commission stated in these no-action
letters. Instead, you must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer,
unless an exemption from these requirements is otherwise available.

Further, each broker-dealer that receives the exchange notes for its
own account in exchange for the old notes, where the broker-dealer acquired the
old notes as a result of market-making or other trading activities, must
acknowledge in a letter of transmittal that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of those
exchange notes. The letter of transmittal states that by making this
acknowledgment and delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
We have agreed that this prospectus may be used by a broker-dealer for any
resale of exchange notes issued to it in the exchange offer for a period of 270
days after the expiration date of the exchange offer. We have the right, under
limited circumstances, to suspend the use of this prospectus by broker-dealers,
in which case the 270-day period would be extended by a number of days equal to
the period of suspension. See "Plan of Distribution."

TERMS OF THE EXCHANGE

We are offering to exchange, subject to the conditions described in
this prospectus and in the letter of transmittal accompanying this prospectus,
$300 million in aggregate principal amount of our 5.15% Senior Notes due 2015
that have been registered under the Securities Act for a like principal amount
of our outstanding unregistered 5.15% Senior Notes due 2015. The terms of the
exchange notes are identical in all material respects to the terms of the old
notes, except that:

o the exchange notes will have been registered under the Securities Act,
will not contain transfer restrictions, and will not bear legends
restricting their transfer;

o the exchange notes will not contain terms providing for the payment of
additional interest under circumstances relating to our obligation to
file and cause to be effective a registration statement;

o the exchange notes will be represented by one or more global notes in
book entry form unless exchanged for notes in definitive certificated
form under the limited circumstances described under "Description of
Exchange Notes - Global Notes and Book-Entry System"; and

o the exchange notes will be issuable in denominations of $1,000 and
integral multiples thereof.

The exchange notes will generally be freely transferable by holders of
the exchange notes and will not be subject to the terms of the registration
rights agreement. The exchange notes will evidence the same indebtedness as the
old notes exchanged therefor and will be entitled to the benefits of the
indenture. For additional information, see the section "Description of Exchange
Notes" in this prospectus.

The exchange offer is not conditioned upon the tender of any minimum
principal amount of old notes.

The exchange notes will accrue interest from the last interest payment
date on which interest was paid on the old notes or, if no interest was paid on
the old notes, from the date of issuance of the old notes, which was on June 2,
2005 . Holders whose old notes are accepted for exchange will be deemed to have
waived the right to receive any interest accrued on the old notes.

Tendering holders of the old notes will not be required to pay
brokerage commissions or fees or, transfer taxes, except as specified in the
instructions in the letter of transmittal, with respect to the exchange of the
old notes in the exchange offer.

EXPIRATION DATE; EXTENSION; TERMINATION; AMENDMENT

The exchange offer will expire at 5:00 p.m., New York City time, on
, 2005, unless we, in our sole discretion, have extended the period of
time for which the exchange offer is open. The time and date, as it may be
extended, is referred to herein as the "expiration date." The expiration date
will be at least 20 business days after the commencement of the exchange offer
in accordance with Rule 14e-1(a) under the Exchange Act. We expressly reserve
the right, at any time or from time to time, to extend the period of time during
which the exchange offer is open, and thereby delay acceptance for exchange of
any old notes. We will extend the expiration date by giving oral or written
notice of the extension to the exchange agent and by timely public announcement
no later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date. During the extension, all old notes
previously tendered will remain subject to the exchange offer unless properly
withdrawn.

We expressly reserve the right to:

o terminate or amend the exchange offer and not to accept for exchange
any old notes not previously accepted for exchange upon the occurrence
of any of the events specified in this section under the subheading
"Certain Conditions to the Exchange Offer" which have not been waived
by us; and

o amend the terms of the exchange offer in any manner which, in our good
faith judgment, is advantageous to the holders of the old notes,
whether before or after any tender of the old notes.

If any termination or amendment occurs, we will notify the exchange
agent and will either issue a press release or give oral or written notice to
the holders of the old notes as promptly as practicable.

For purposes of the exchange offer, a "business day" means any day
other than Saturday, Sunday or a date on which banking institutions are required
or authorized by New York State law to be closed, and consists of the time
period from 12:01 a.m. through 12:00 midnight, New York City time. Unless we
terminate the exchange offer prior to 5:00 p.m., New York City time, on the
expiration date, we will exchange the exchange notes for the old notes promptly
following the expiration date.

PROCEDURES FOR TENDERING OLD NOTES

Our acceptance of old notes tendered by a holder will constitute a
binding agreement between the tendering holder and us upon the terms and subject
to the conditions described in this prospectus and in the accompanying letter of
transmittal. All references in this prospectus to the letter of transmittal are
deemed to include a facsimile of the letter of transmittal.

A holder of old notes may tender the old notes by:

o properly completing and signing the letter of transmittal;

o properly completing any required signature guarantees;

o properly completing any other documents required by the letter of
transmittal; and

o delivering all of the above, together with the certificate or
certificates representing the old notes being tendered, to the
exchange agent at its address set forth below at or prior to 5:00
p.m., New York City time on the expiration date; or

o complying with the procedure for book-entry transfer described below;
or

o complying with the guaranteed delivery procedures described below.

The method of delivery of old notes, letters of transmittal and all
other required documents is at the election and risk of the holders. If the
delivery is by mail, it is recommended that registered mail properly insured,
with return receipt requested, be used. In all cases, sufficient time should be
allowed to ensure timely delivery. Holders should not send old notes or letters
of transmittal to us.

The signature on the letter of transmittal need not be guaranteed if:

o tendered old notes are registered in the name of the signer of the
letter of transmittal; and

o the exchange notes to be issued in exchange for the old notes are to
be issued in the name of the holder; and

o any untendered old notes are to be reissued in the name of the holder.

In any other case, the tendered old notes must be:

o endorsed or accompanied by written instruments of transfer in form
satisfactory to us;

o duly executed by the holder; and

o the signature on the endorsement or instrument of transfer must be
guaranteed by a bank, broker, dealer, credit union, savings
association, clearing agency or other institution, each an "eligible
institution" that is a member of a recognized signature guarantee
medallion program within the meaning of Rule 17Ad-15 under the
Exchange Act.

If the exchange notes and/or old notes not exchanged are to be
delivered to an address other than that of the registered holder appearing on
the note register for the old notes, the signature in the letter of transmittal
must be guaranteed by an eligible institution.

The exchange agent will make a request within two business days after
the date of receipt of this prospectus to establish accounts with respect to the
old notes at The Depository Trust Company, the "book-entry transfer facility,"
for the purpose of facilitating the exchange offer. We refer to the Depository
Trust Company in this prospectus as "DTC." Subject to establishing the accounts,
any financial institution that is a participant in the book-entry transfer
facility's system may make book-entry delivery of old notes by causing the
book-entry transfer facility to transfer the old notes into the exchange agent's
account with respect to the old notes in accordance with the book-entry transfer
facility's procedures for the transfer. Although delivery of old notes may be
effected through book-entry transfer into the exchange agent's account at the
book-entry transfer facility, an appropriate letter of transmittal with any
required signature guarantee and all other required documents, or an agent's
message, must in each case be properly transmitted to and received or confirmed
by the exchange agent at its address set forth below prior to the expiration
date, or, if the guaranteed delivery procedures described below are complied
with, within the time period provided under such procedures.

The exchange agent and DTC have confirmed that the exchange offer is
eligible for the DTC Automated Tender Offer Program. We refer to the Automated
Tender Offer Program in this prospectus as "ATOP." Accordingly, DTC participants
may, in lieu of physically completing and signing the letter of transmittal and
delivering it to the exchange agent, electronically transmit their acceptance of
the exchange offer by causing DTC to transfer old notes to the exchange agent in
accordance with DTC's ATOP procedures for transfer. DTC will then send an
agent's message.

The term "agent's message" means a message which:

o is transmitted by DTC;

o received by the exchange agent and forming part of the book-entry
transfer;

o states that DTC has received an express acknowledgment from a
participant in DTC that is tendering old notes which are the subject
of the book-entry transfer;

o states that the participant has received and agrees to be bound by all
of the terms of the letter of transmittal; and

o states that we may enforce the agreement against the participant.

If a holder desires to accept the exchange offer and time will not
permit a letter of transmittal or old notes to reach the exchange agent before
the expiration date or the procedure for book-entry transfer cannot be completed
on a timely basis, the holder may effect a tender if the exchange agent has
received at its address set forth below on or prior to the expiration date, a
letter, telegram or facsimile transmission, and an original delivered by
guaranteed overnight courier, from an eligible institution setting forth:

o the name and address of the tendering holder;

o the names in which the old notes are registered and, if possible, the
certificate numbers of the old notes to be tendered; and

o a statement that the tender is being made thereby and guaranteeing
that within three business days after the expiration date, the old
notes in proper form for transfer, or a confirmation of book-entry
transfer of such old notes into the exchange agent's account at the
book-entry transfer facility and an agent's message, will be delivered
by the eligible institution together with a properly completed and
duly executed letter of transmittal and any other required documents.

Unless old notes being tendered by the above-described method are
deposited with the exchange agent, a tender will be deemed to have been received
as of the date when:

o the tendering holder's properly completed and duly signed letter of
transmittal, or a properly transmitted agent's message, accompanied by
the old notes or a confirmation of book-entry transfer of the old
notes into the exchange agent's account at the book-entry transfer
facility is received by the exchange agent; or

o a notice of guaranteed delivery or letter, telegram or facsimile
transmission to similar effect from an eligible institution is
received by the exchange agent.

Issuances of exchange notes in exchange for old notes tendered pursuant
to a notice of guaranteed delivery or letter, telegram or facsimile transmission
to similar effect by an eligible institution will be made only against deposit
of the letter of transmittal and any other required documents and the tendered
old notes or a confirmation of book-entry and an agent's message.

All questions as to the validity, form, eligibility, including time of
receipt, and acceptance of old notes tendered for exchange will be determined by
us in our sole discretion, which determination will be final and binding. We
reserve the absolute right to reject any and all tenders of any old notes not
properly tendered or not to accept any old notes which acceptance might, in our
judgment or the judgment of our counsel, be unlawful. We also reserve the
absolute right to waive any defects or irregularities or conditions of the
exchange offer as to any old notes either before or after the expiration date,
including the right to waive the ineligibility of any holder who seeks to tender
old notes in the exchange offer. The interpretation of the terms and conditions
of the exchange offer, including the letter of transmittal and the instructions
contained in the letter of transmittal, by us will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of old notes for exchange must be cured within such reasonable period of time as
we determine. Neither we, the exchange agent, nor any other person has any duty
to give notification of any defect or irregularity with respect to any tender of
old notes for exchange, nor will any of us incur any liability for failure to
give such notification.

If the letter of transmittal is signed by a person or persons other
than the registered holder or holders of old notes, the old notes must be
endorsed or accompanied by appropriate powers of attorney, in either case signed
exactly as the name or names of the registered holder or holders appear on the
old notes.

If the letter of transmittal or any old notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
us, such persons must submit proper evidence satisfactory to us of their
authority to so act.

By tendering, each holder represents to us that, among other things:

o the exchange notes acquired pursuant to the exchange offer are being
acquired in the ordinary course of business of the holder;

o the holder is not participating, does not intend to participate, and
has no arrangement or understanding with any person to participate, in
the distribution of the exchange notes; and

o the holder is not an "affiliate" of Toll Brothers, Inc. and its
subsidiaries within the meaning of Rule 405 of the Securities Act.

Each broker-dealer that receives exchange notes for its own account in
exchange for old notes, where the broker-dealer acquired the old notes as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of the exchange
notes. For additional information, see the section "Plan of Distribution" in
this prospectus.

TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL

The letter of transmittal contains, among other things, the following
terms and conditions, which are part of the exchange offer.

The party tendering old notes for exchange exchanges, assigns and
transfers the old notes to us and irrevocably constitutes and appoints the
exchange agent as the party's agent and attorney-in-fact to cause the old notes
to be assigned, transferred and exchanged. We refer to the party tendering notes
herein as the "transferor." The transferor represents and warrants that the
transferor has full power and authority to tender, exchange, assign and transfer
the old notes and to acquire exchange notes issuable upon the exchange of the
tendered old notes, and that, when the same are accepted for exchange, we will
acquire good and unencumbered title to the tendered old notes, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The transferor also warrants that the transferor will, upon request,
execute and deliver any additional documents deemed by the exchange agent or us
to be necessary or desirable to complete the exchange, assignment and transfer
of tendered old notes or transfer ownership of the old notes on the account
books maintained by a book-entry transfer facility. The transferor further
agrees that acceptance of any tendered old notes by us and the issuance of
exchange notes in exchange for old notes will constitute performance in full by
us of various of our obligations under the registration rights agreement. All
authority conferred by the transferor will survive the death or incapacity of
the transferor and every obligation of the transferor will be binding upon the
heirs, legal representatives, successors, assigns, executors and administrators
of the transferor.

The transferor certifies that the transferor: is not an "affiliate" of
Toll Brothers, Inc. and its subsidiaries within the meaning of Rule 405 under
the Securities Act; is acquiring the exchange notes offered hereby in the
ordinary course of the transferor's business; and has no arrangement with any
person to participate in the distribution of the exchange notes.

Each holder, other than a broker-dealer, must acknowledge that the
holder is not engaged in, and does not intend to engage in, a distribution of
the exchange notes. Each transferor which is a broker-dealer receiving the
exchange notes for its own account must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. By so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

WITHDRAWAL RIGHTS

Tenders of old notes may be withdrawn at any time before 5:00 p.m. New
York City time, on the expiration date.

For a withdrawal to be effective, a written notice of withdrawal sent
by telex, facsimile transmission, or letter must be received by the exchange
agent at the address set forth in this prospectus before 5:00 p.m. New York City
time, on the expiration date. Any notice of withdrawal must:

o specify the name of the person having tendered the old notes to be
withdrawn;

o identify the old notes to be withdrawn, including the certificate
number or numbers and principal amount of such old notes;

o include a statement that the holder is withdrawing the holder's
election to have the old notes exchanged;

o be signed by the holder in the same manner as the original signature
on the letter of transmittal by which the old notes were tendered or
as otherwise described above, including any required signature
guarantees, or be accompanied by documents of transfer sufficient to
have the trustee under the indenture register the transfer of the old
notes into the name of the person withdrawing the tender; and

o specify the name in which any such old notes are to be registered, if
different from that of the person who tendered the old notes.

The exchange agent will return the properly withdrawn old notes
promptly following receipt of the notice of withdrawal. If old notes have been
tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at the book-entry
transfer facility to be credited with the withdrawn old notes or otherwise
comply with the book-entry transfer facility procedure. All questions as to the
validity of notices of withdrawals, including time of receipt, will be
determined by us and our determination will be final and binding on all parties.

Any old notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the exchange offer. Any old notes which
have been tendered for exchange but which are not exchanged for any reason will
be returned to the holder without cost to the holder. In the case of old notes
tendered by book-entry transfer into the exchange agent's account at the
book-entry transfer facility pursuant to the book-entry transfer procedures
described above, the old notes will be credited to an account with the
book-entry transfer facility specified by the holder. In either case, the old
notes will be returned promptly after withdrawal, rejection of tender or
termination of the exchange offer. Properly withdrawn old notes may be
retendered by following one of the procedures described in this section under
the subheading "Procedures for Tendering Old Notes" at any time before the
expiration date.

ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES

Upon satisfaction or waiver of all of the conditions to the exchange
offer, we will accept, on the expiration date, all old notes properly tendered
and not validly withdrawn and will issue or cause to be issued the exchange
notes promptly after such acceptance. See the discussion in this section under
the subheading "Certain Conditions to the Exchange Offer" for more detailed
information. For purposes of the exchange offer, we will be deemed to have
accepted properly tendered old notes for exchange when, and if, we have given
oral or written notice of our acceptance to the exchange agent.

For each old note accepted for exchange, the holder of the old note
will receive an exchange note having a principal amount equal to that of the
surrendered old note.

In all cases, issuance of exchange notes for old notes that are
accepted for exchange pursuant to the exchange offer will be made only after:

o timely receipt by the exchange agent of certificates for the old notes
or a timely book-entry confirmation of the old notes into the exchange
agent's account at the book-entry transfer facility;

o a properly completed and duly executed letter of transmittal, or a
properly transmitted agent's message; and

o timely receipt by the exchange agent of all other required documents.

If any tendered old notes are not accepted for any reason described in
the terms and conditions of the exchange offer or if old notes are submitted for
a greater principal amount than the holder desires to exchange, the unaccepted
or nonexchanged old notes will be returned without expense to the tendering
holder of the old notes. In the case of old notes tendered by book-entry
transfer into the exchange agent's account at the book-entry transfer facility
pursuant to the book-entry transfer procedures described above, the
non-exchanged old notes will be credited to an account maintained with the
book-entry transfer facility. In either case, the old notes will be returned as
promptly as practicable after the expiration of the exchange offer.

CERTAIN CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other provision of the exchange offer, or any
extension of the exchange offer, we will not be required to accept for exchange,
or to issue exchange notes in exchange for, any old notes and may terminate or
amend the exchange offer, by oral or written notice to the exchange agent or by
a timely press release, if, at any time before the acceptance of the old notes
for exchange or the exchange of the exchange notes for such old notes, in our
reasonable judgment any of the following conditions exist:

o any action or proceeding is instituted or threatened in any court or
by or before any governmental agency with respect to the exchange
offer which, in our judgment would reasonably be expected to impair
our ability to proceed with the exchange offer; or

o the exchange offer, or the making of any exchange by a holder,
violates applicable law or any applicable interpretation of the staff
of the Commission.

Regardless of whether any of the conditions has occurred, we may amend
the exchange offer in any manner which, in our good faith judgment, is
advantageous to holders of the old notes.

The conditions described above are for our sole benefit and may be
asserted by us regardless of the circumstances giving rise to the condition or
we may waive any condition in whole or in part at any time and from time to time
in our sole discretion. Our failure at any time to exercise any of the rights
described above will not be deemed a waiver of the right and each right will be
deemed an ongoing right which we may assert at any time and from time to time.

If we waive or amend the conditions above, we will, if required by law,
extend the exchange offer for a minimum of five business days from the date that
we first give notice, by public announcement or otherwise, of the waiver or
amendment, if the exchange offer would otherwise expire within the five
business-day period. Any determination by us concerning the events described
above will be final and binding upon all parties.

The exchange offer is not conditioned upon any minimum principal amount
of old notes being tendered.

EXCHANGE AGENT

J.P. Morgan Trust Company, National Association has been appointed as
the exchange agent for the exchange offer. All executed letters of transmittal
should be directed to the exchange agent at one of the addresses set forth
below:

BY MAIL OR To Confirm by Telephone
OVERNIGHT DELIVERY: or for Information Call: By Hand:
- -------------------- ---------------------------- ---------------------
J.P. Morgan 1-800-275-2048 J.P. Morgan
Trust Company, N.A. Trust Company, N.A.
Issuer Administrative By Facsimile 1st Floor Window
Services (Eligible Institutions Only) 4 New York Plaza
2001 Bryan Street ---------------------------- New York, NY
9th Floor (214) 468-6494
Dallas, Texas 75201

You should direct questions, requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for notices of guaranteed delivery to the exchange agent at the address
and telephone number set forth in the letter of transmittal.

Delivery to an address other than as set forth on the letter of
transmittal will not constitute a valid delivery.

SOLICITATION OF TENDERS; FEES AND EXPENSES

We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We, however, will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith. We will also pay
brokerage houses and other custodians, nominees and fiduciaries the reasonable
out-of-pocket expenses incurred by them in forwarding copies of this and other
related documents to the beneficial owners of the old notes and in handling or
forwarding tenders for their customers.

We will pay the estimated cash expenses to be incurred in connection
with the exchange offer. We estimate the expenses to be approximately $300,000,
which includes fees and expenses of the exchange agent and trustee, registration
fees, and accounting, legal, printing and related fees and expenses.

No person has been authorized to give any information or to make any
representations in connection with the exchange offer other than those contained
in this prospectus. If given or made, such information or representations should
not be relied upon as having been authorized by us. Neither the delivery of this
prospectus nor any exchange made pursuant to this prospectus, under any
circumstances, creates any implication that there has been no change in our
affairs since the respective dates as of which information is given in this
prospectus. The exchange offer is not being made to, and tenders will not be
accepted from or on behalf of, holders of old notes in any jurisdiction in which
the making of the exchange offer or the acceptance of the exchange offer would
not be in compliance with the laws of the jurisdiction. However, we may, at our
discretion, take such action as we may deem necessary to make the exchange offer
in the jurisdiction and extend the exchange offer to holders of old notes in the
jurisdiction. In any jurisdiction the securities laws or blue sky laws of which
require the exchange offer to be made by a licensed broker or dealer, the
exchange offer is being made on our behalf by one or more registered brokers or
dealers which are licensed under the laws of the jurisdiction.

TRANSFER TAXES

We will pay all transfer taxes, if any, applicable to the exchange of
old notes pursuant to the exchange offer. However, the transfer taxes will be
payable by the tendering holder if:

o certificates representing exchange notes or old notes for principal
amounts not tendered or accepted for exchange are to be delivered to,
or are to be issued in the name of, any person other than the
registered holder of the old notes tendered; or

o tendered old notes are registered in the name of any person other than
the person signing the letter of transmittal; or

o a transfer tax is imposed for any reason other than the exchange of
old notes pursuant to the exchange offer.

We will bill the amount of the transfer taxes directly to the tendering
holder if satisfactory evidence of payment of the taxes or exemption therefrom
is not submitted with the letter of transmittal.

ACCOUNTING TREATMENT

For accounting purposes, we will not recognize gain or loss upon the
exchange of the exchange notes for old notes. We will amortize costs incurred in
connection with the issuance of the exchange notes over the term of the exchange
notes.

CONSEQUENCES OF FAILURE TO EXCHANGE

Holders of old notes who do not exchange their old notes for exchange
notes pursuant to the exchange offer will continue to be subject to the
restrictions on transfer of the old notes as described in the legend on the old
notes. Old notes not exchanged pursuant to the exchange offer will continue to
remain outstanding in accordance with their terms. In general, the old notes may
not be offered or sold unless registered under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. We do not currently
anticipate that we will register the old notes under the Securities Act.

Participation in the exchange offer is voluntary, and holders of old notes
should carefully consider whether to participate. Holders of old notes are urged
to consult their financial and tax advisors in making their own decision on what
action to take.

As a result of the making of, and upon acceptance for exchange of all
validly tendered old notes pursuant to the terms of, this exchange offer, we
will have fulfilled a covenant contained in the registration rights agreement.
Holders of old notes who do not tender their old notes in the exchange offer
will continue to hold the old notes and will be entitled to all the rights and
subject to all the limitations applicable to the old notes under the indenture,
except for any rights under the registration rights agreement that by their
terms terminate or cease to have further effectiveness as a result of the making
of this exchange offer. All untendered old notes will continue to be subject to
the restrictions on transfer described in the indenture. To the extent that old
notes are tendered and accepted in the exchange offer, the trading market for
untendered old notes could be adversely affected.

We may in the future seek to acquire, subject to the terms of the
indenture, untendered old notes in open market or privately negotiated
transactions, through subsequent exchange offers or otherwise. We have no
present plan to acquire any old notes which are not tendered in the exchange
offer.

RESALE OF EXCHANGE NOTES

We are making the exchange offer in reliance on the position of the
staff of the Commission as set forth in interpretive letters addressed to third
parties in other transactions. However, we have not sought our own interpretive
letter and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in such interpretive
letters to third parties. Based on these interpretations by the staff, we
believe that the exchange notes issued pursuant to the exchange offer in
exchange for old notes may be offered for resale, resold and otherwise
transferred by a holder, other than any holder who is a broker-dealer or an
"affiliate" of Toll Brothers, Inc. and its subsidiaries within the meaning of
Rule 405 of the Securities Act, without further compliance with the registration
and prospectus delivery requirements of the Securities Act, provided that:

o the exchange notes are acquired in the ordinary course of the holder's
business; and

o the holder is not participating, and has no arrangement or
understanding with any person to participate, in a distribution of the
exchange notes.

However, any holder who:

o is an "affiliate" of Toll Brothers, Inc. and its subsidiaries;

o has an arrangement or understanding with respect to the distribution
of the exchange notes to be acquired pursuant to the exchange offer;
or

o is a broker-dealer who purchased old notes from us to resell pursuant
to Rule 144A or any other available exemption under the Securities
Act,

cannot rely on the applicable interpretations of the staff and must comply with
the registration and prospectus delivery requirements of the Securities Act. A
broker-dealer who holds old notes that were acquired for its own account as a
result of market-making or other trading activities may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of exchange notes. Each such broker-dealer that
receives exchange notes for its own account in exchange for old notes, where the
broker-dealer acquired the old notes as a result of market-making activities or
other trading activities, must acknowledge, as provided in the letter of
transmittal, that it will deliver a prospectus in connection with any resale of
such exchange notes. For more detailed information, see the section "Plan of
Distribution" in this prospectus.

SHELF REGISTRATION STATEMENT

If:

o any changes in law or the applicable interpretations of the staff of
the Commission do not permit us to effect the exchange offer; or

o for any reason the exchange offer registration statement is not
declared effective within 225 days following the date of original
issuance of the old notes, or the exchange offer is not consummated
within 45 days after the exchange offer registration statement is
declared effective; or

o any holder of the old notes, other than the initial purchasers, is not
eligible to participate in the exchange offer or elects to participate
in the exchange offer but does not receive freely transferable
exchange notes; or

o the initial purchasers so request under specified circumstances; or

o in the judgment of the holders of a majority of the old notes, the
interests of the holders of the old notes, taken as a whole, would be
materially adversely affected by consummation of the exchange offer,

we will, at our cost:

o file a shelf registration statement with the Commission no later than
(a) the 225th day after the date of original issuance of the old notes
or (b) the 45th day after such filing obligation arises, whichever is
later;

o use our best efforts to cause the shelf registration statement to be
declared effective by the Commission as promptly as practicable, but
in no event later than the 270th day after the date of original
issuance of the old notes (or 30 days after request by any initial
purchaser); and

o use our best efforts to keep the shelf registration statement
continuously effective for a period of two years after the latest date
on which old notes were originally issued or, if earlier, until all
the Registrable Notes (as defined below) covered by the shelf
registration statement are sold thereunder or cease to be Registrable
Notes.

We will, in the event of the filing of a shelf registration statement,
provide to each holder of the old notes copies of the prospectus which is a part
of the shelf registration statement, notify each holder when the shelf
registration statement for the old notes has become effective and take other
actions as are required to permit unrestricted resales of the old notes. A
holder of old notes that sells the old notes pursuant to the shelf registration
statement generally:

o will be required to be named as a selling security holder in the
related prospectus and to deliver a prospectus to purchasers;

o will be subject to some of the civil liability provisions under the
Securities Act in connection with the sales; and

o will be bound by the provisions of the registration rights agreement
which are applicable to the holder, including certain indemnification
obligations.

ADDITIONAL INTEREST

If a Registration Default (as defined below) occurs, then Toll Brothers
Finance Corp. will be required to pay additional interest to each holder of
Registrable Notes. During the first 90-day period that a Registration Default
occurs and is continuing, Toll Brothers Finance Corp. will pay additional
interest on the Registrable Notes at a rate of 0.25% per year. If a Registration
Default shall occur and be continuing for a period of more than 90 days, then
the amount of additional interest Toll Brothers Finance Corp. will be required
to pay on the Registrable Notes will increase, effective from and after the 91st
day in such period, by an additional 0.25% per year until all Registration
Defaults have been cured. However, in no event will the rate of additional
interest exceed 0.50% per year. Such additional interest will accrue only for
those days that a Registration Default occurs and is continuing. All accrued
additional interest will be paid to the holders of the old notes in the same
manner as interest payments on the Registrable Notes, with payments being made
on the interest payment dates for old notes. Following the cure of all
Registration Defaults, no more additional interest will accrue unless a
subsequent Registration Default occurs. Additional interest will not be payable
on any old notes other than Registrable Notes.

You will not be entitled to receive any additional interest on any
Registrable Notes if you were, at any time while the exchange offer was pending,
eligible to exchange, and did not validly tender, such Registrable Notes for
exchange notes in the exchange offer.

A "Registration Default" shall occur if:

o we fail to file any of the registration statements required by the
registration rights agreement on or before the date specified for such
filing; or

o any of such registration statements is not declared effective by the
Commission on or before the date specified for such effectiveness; or

o we fail to complete the exchange offer on or before the date specified
for such completion; or

o the shelf registration statement is declared effective but thereafter
ceases to be effective or usable in connection with resales of the old
notes during the period specified in the registration rights
agreement, except as a result of the exercise by us of our right to
suspend use of the shelf registration statement and the related
prospectus as described under "Shelf Registration" above.

"Registrable Notes" means the old notes, provided, however, that any
old notes shall cease to be Registrable Notes when (1) a registration statement
with respect to such old notes shall have been declared effective under the
Securities Act and such old notes shall have been disposed of pursuant to the
registration statement, (2) such old notes shall have been sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act, (3) such old notes shall have ceased to be
outstanding or (4) such old notes have been exchanged for exchange notes which
have been registered pursuant to the exchange offer registration statement upon
consummation of the exchange offer subject, in the case of this clause (4), to
certain exceptions.

DESCRIPTION OF EXCHANGE NOTES

GENERAL

The exchange notes will be issued under an indenture dated as of
November 22, 2002 (the "Base Indenture"), among Toll Brothers Finance Corp., as
issuer, the guarantors named therein, including Toll Brothers, Inc.
(collectively, the "Guarantors"), and J.P. Morgan Trust Company, National
Association, as successor to Bank One Trust Company, N. A., as trustee (the
"Trustee"), as amended and supplemented by the First Supplemental Indenture
dated as of May 1, 2003, the Second Supplemental Indenture dated as of November
3, 2003, the Third Supplemental Indenture dated as of January 26, 2004, the
Fourth Supplemental Indenture dated as of March 1, 2004, the Fifth Supplemental
Indenture dated as of September 20, 2004, the Sixth Supplemental Indenture dated
as of October 28, 2004, the Seventh Supplemental Indenture dated as of October
31, 2004, the Eighth Supplemental Indenture dated as of January 31, 2005, the
Ninth Supplemental Indenture dated as of June 6, 2005 and the Tenth Supplemental
Indenture dated as of August 1, 2005. A copy of the Base Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Authorizing Resolutions dated May 25, 2005 and the
Tenth Supplemental Indenture dated as of August 1, 2005 (collectively, the
"Indenture") have been filed as exhibits to the registration statement which
includes this prospectus. The terms of the exchange notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.

We have summarized selected provisions of the Indenture below. The
summary is not complete. Copies of the Indenture are available upon request made
to us. You should read the Indenture for provisions that may be important to
you. A summary of some of the defined terms used in the Indenture is provided
below under "Definitions." Reference is made to the Indenture for the full
definition of all these terms, as well as any other capitalized terms used in
this prospectus for which no definition is provided.

As used in this "Description of Exchange Notes" section, all references
to "we," "us," "our" and all similar references are to Toll Brothers Finance
Corp.

PRINCIPAL, MATURITY AND INTEREST

The Indenture does not limit the amount of senior debt securities that
we may issue. We may issue senior debt securities under the Indenture from time
to time in one or more series. The old notes and the exchange notes will
constitute a separate, single series of senior debt securities under the
Indenture and will thereafter vote together as a single series of senior debt
securities under the Indenture and will vote together as a single class for
purposes of determining whether holders of the requisite percentage in principal
amount thereof have taken actions or exercised rights they are entitled to take
or exercise under the Indenture. We may "reopen" this series of senior notes and
issue additional senior notes at any time.

The exchange notes will be unsecured and unsubordinated obligations of
Toll Brothers Finance Corp. The exchange notes will rank equally and ratably
with the other unsecured and unsubordinated indebtedness of Toll Brothers
Finance Corp., including, without limitation, the $300 million aggregate
principal amount of 6.875% Senior Notes due 2012, the $250 million aggregate
principal amount of 5.95% Senior Notes due 2013 and the $300 million aggregate
principal amount of 4.95% Senior Notes due 2014, such aggregate principal amount
of the $300 million of old notes, if any, that are not exchanged and remain
outstanding, and any indebtedness arising from our guarantee of the Revolving
Bank Credit Facility (as defined below).

Toll Brothers, Inc. conducts its operations through its subsidiaries
and, therefore, it is primarily dependent on the earnings and cash flows of its
subsidiaries to meet its debt service obligations.

Any right Toll Brothers Finance Corp., Toll Brothers, Inc. or Toll
Brothers, Inc.'s creditors have to participate in the assets of any of Toll
Brothers, Inc.'s subsidiaries upon any liquidation or reorganization of any such
subsidiary will be subject to the prior claims of that subsidiary's creditors,
including trade creditors. Accordingly, the exchange notes will be structurally
subordinated to the prior claims of creditors of Toll Brothers, Inc.'s
subsidiaries. The exchange notes will, however, have the benefit of the
guarantees from the Guarantors (each, a "Guarantee" and collectively, the
"Guarantees"), which include Toll Brothers, Inc. and Toll Brothers, Inc.'s
subsidiaries that guarantee the Revolving Bank Credit Facility. The exchange
notes will continue to be structurally subordinated to the prior claims of
creditors of non-Guarantor subsidiaries of Toll Brothers, Inc., including trade
creditors, the aggregate amount of which, at July 31, 2005, was approximately
$170.4 million. Further, each Guarantee from a Guarantor is unsecured and,
accordingly, will be subordinated to the secured debt of that Guarantor. At July
31, 2005, the Guarantors had approximately $147.7 million aggregate principal
amount of such Guarantor secured indebtedness for borrowed money outstanding,
comprised principally of indebtedness secured by purchase money mortgages on
certain of their respective real property. Toll Brothers, Inc.'s subsidiaries
are separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay any amounts due pursuant to the exchange notes or to make any
funds available therefor, whether by dividends, loans or other payments, other
than if and as expressly provided in the Guarantees. The payment of dividends
and the making of loans and advances to Toll Brothers, Inc. by its subsidiaries
are subject to contractual, statutory or regulatory restrictions, are contingent
upon the earnings of those subsidiaries and are subject to various business
considerations.

The exchange notes will mature on May 15, 2015. Interest on the
exchange notes will accrue at a rate of 5.15% per annum, will be computed on the
basis of a 360-day year of twelve 30-day months and will be payable
semi-annually in arrears on each May 15 and November 15 (each an "Interest
Payment Date"), commencing November 15, 2005. Interest will accrue from June 2,
2005, the date of issuance of the old notes, or, if interest has already been
paid, from the date it was most recently paid. Toll Brothers Finance Corp. will
pay interest to the persons in whose names the exchange notes are registered at
the close of business on May 1 or November 1, as the case may be, before any
Interest Payment Date.

We expect that payments of principal, premium, if any, and interest to
owners of beneficial interests in global notes will be made in accordance with
the procedures of The Depository Trust Company ("DTC") and its participants in
effect from time to time. DTC will act as the depositary for the global notes.

The exchange notes will not be entitled to the benefit of any sinking
fund or mandatory redemption provisions.

The exchange notes will be issued only in fully registered form without
coupons, in denominations of $1,000 and multiples thereof. The exchange notes
will initially be represented by one or more global notes in book-entry form.
See "Global Notes and Book Entry System."

The principal of, premium, if any, and interest on the exchange notes
will be payable, and, subject to the restrictions on transfer described herein,
the exchange notes may be surrendered for registration of transfer or exchange,
at the office or agency maintained by us for that purpose; provided that
payments of interest may be made at our option by check mailed to the address of
the persons entitled thereto or by transfer to an account maintained by the
payee with a bank located in the United States. The office or agency initially
maintained by us for the foregoing purposes shall be the office of the Trustee.
No service charge will be made for any registration of transfer or exchange of
the exchange notes, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

If any Interest Payment Date or maturity date of any of the exchange
notes is not a business day at any place of payment, then payment of principal,
premium, if any, and interest need not be made at such place of payment on that
date but may be made on the next succeeding business day at that place of
payment, and no interest will accrue on the amount payable for the period from
and after such Interest Payment Date or maturity date, as the case may be.

The Indenture does not limit the amount of indebtedness that Toll
Brothers Finance Corp., Toll Brothers, Inc. or Toll Brothers, Inc.'s
subsidiaries may issue. The Indenture does not contain covenants or other
provisions designed to afford holders of the exchange notes protection in the
event of a highly leveraged transaction, change in credit rating or other
similar occurrence.

We expect that interests in the global notes will trade in DTC's
Same-Day Funds Settlement System and secondary market trading activity in these
interests will therefore be required by DTC to settle in immediately available
funds.

The exchange notes are expected to be listed on the New York Stock
Exchange. However, there can be no assurance as to the development or liquidity
of any trading market for the exchange notes. If a trading market does not
develop or is not maintained, you may experience difficulty in reselling
exchange notes, or you may be unable to sell them at all. If a public trading
market develops for the exchange notes, it may not be liquid and it may be
discontinued at any time. Moreover, future trading prices of the exchange notes
would depend on many factors, including, among others, prevailing interest
rates, our operating results and the market for similar securities. Depending on
prevailing interest rates, our financial condition, the market for similar
securities and other factors, the exchange notes could trade at a discount from
their principal amount.

GUARANTEES

Payment of principal of, premium, if any, and interest on the exchange
notes will be fully and unconditionally guaranteed, jointly and severally, on a
senior basis by each of the Guarantors. Each Guarantee will be a full and
unconditional unsecured senior obligation of the Guarantor issuing such
Guarantee, ranking equal in right of payment with all existing and future debt
of the Guarantor that is pari passu with the Guarantee including, without
limitation, any indebtedness arising from the Guarantor's guarantees of the
6.875% Senior Notes due 2012, the 5.95% Senior Notes due 2013, the 4.95% Senior
Notes due 2014, the old notes and the Revolving Bank Credit Facility. Each
Guarantee from a Guarantor will be subordinated to the secured debt of that
Guarantor. At July 31, 2005, the Guarantors had approximately $147.7 million
aggregate principal amount of such secured indebtedness, principally in the form
of purchase money mortgages on certain of their respective real property.
Further, the Guarantee of Toll Brothers, Inc. will be structurally subordinated
to the prior claims of creditors, including trade creditors, of Toll Brothers,
Inc.'s non-Guarantor subsidiaries, the aggregate amount of which, at July 31,
2005, was approximately $170.4 million. The Guarantees of Toll Brothers, Inc.
and Toll Corp. will rank senior to the senior subordinated notes issued by Toll
Corp. and Toll Brothers, Inc.'s guarantee thereof.

The Indenture provides that, in the event any Guarantee would
constitute or result in a fraudulent conveyance in violation of applicable
federal law or other similar law of any relevant jurisdiction, the liability of
the Guarantor under such Guarantee will be reduced to the maximum amount, after
giving effect to all other contingent and fixed liabilities of such Guarantor
and after giving effect to certain collections from or payments made by or on
behalf of any other Guarantor, permissible under the applicable federal law or
other similar law.

The Indenture provides that any subsidiary of Toll Brothers, Inc. that
provides a guarantee of the Revolving Bank Credit Facility will guarantee the
exchange notes. The Indenture further provides that any Guarantor other than
Toll Brothers, Inc. may be released from its Guarantee so long as (1) no Default
or Event of Default exists or would result from release of such Guarantee, (2)
the Guarantor being released has Consolidated Net Worth of less than 5% of Toll
Brothers, Inc.'s Consolidated Net Worth as of the end of the most recent fiscal
quarter, (3) the Guarantors released from their Guarantees in any year end
period comprise in the aggregate less than 10% (or 15% if and to the extent
necessary to permit the cure of a Default) of Toll Brothers, Inc.'s Consolidated
Net Worth as of the end of the most recent fiscal quarter, (4) such release
would not have a material adverse effect on the homebuilding business of Toll
Brothers, Inc. and its subsidiaries and (5) the Guarantor is released from its
guaranty(ees) under the Revolving Bank Credit Facility. If there are no
guarantors under the Revolving Bank Credit Facility, Guarantors under the
Indenture, other than Toll Brothers, Inc., will be released from their
Guarantees.

OPTIONAL REDEMPTION

We may, at our option, redeem the exchange notes in whole at any time
or in part from time to time, on at least 30 but not more than 60 days' prior
notice, at a redemption price equal to the greater of:

o 100% of the principal amount of the exchange notes being redeemed, and

o the present value of the Remaining Scheduled Payments (as defined
below) on the exchange notes being redeemed on the redemption date,
discounted to the date of redemption, on a semiannual basis, at the
Treasury Rate plus 30 basis points (0.30%).

We will also pay accrued interest on the exchange notes to the date of
redemption. In determining the redemption price and accrued interest, interest
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.

If money sufficient to pay the redemption price of and accrued interest
on the exchange notes to be redeemed is deposited with the Trustee on or before
the redemption date, on and after the redemption date interest will cease to
accrue on the exchange notes (or such portions thereof) called for redemption
and such exchange notes will cease to be outstanding.

In determining whether to redeem the exchange notes, we will generally
consider one or more of the following factors:

o prevailing interest rates;

o available cash; and

o other business considerations.

"Comparable Treasury Issue" means, with respect to the exchange notes,
the United States Treasury security selected by the Reference Treasury Dealer as
having a maturity comparable to the remaining term of the exchange notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such exchange notes.

"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such price on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

"Reference Treasury Dealer" means (A) Citigroup Global Markets Inc. or
one of the other initial purchasers or their respective affiliates which are
Primary Treasury Dealers), and any successor; provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), we will substitute therefor another
Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected
by us.

"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

"Remaining Scheduled Payments" means, with respect to any exchange
notes, the remaining scheduled payments of the principal thereof to be redeemed
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such exchange note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

CERTAIN COVENANTS

Restrictions on Secured Debt. The Indenture provides that Toll Brothers
Finance Corp. and Toll Brothers, Inc. will not, and will not cause or permit a
Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt
unless the exchange notes will be secured equally and ratably with (or prior to)
such Secured Debt, with certain exceptions. This restriction does not prohibit
the creation, incurrence, assumption or guarantee of Secured Debt which is
secured by:

(1) Security Interests in model homes, homes held for sale, homes that are
under contract for sale, contracts for the sale of homes, land (improved or
unimproved), manufacturing plants, warehouses or office buildings and
fixtures and equipment located thereat or thereon;

(2) Security Interests in property at the time of its acquisition by Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary,
including Capitalized Lease Obligations, which Security Interests secure
obligations assumed by Toll Brothers Finance Corp., Toll Brothers, Inc. or
a Restricted Subsidiary, or in the property of a corporation or other
entity at the time it is merged into or consolidated with Toll Brothers
Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary (other than
Secured Debt created in contemplation of the acquisition of such property
or the consummation of such a merger or where the Security Interest
attaches to or affects the property of Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary prior to such transaction);

(3) Security Interests arising from conditional sales agreements or title
retention agreements with respect to property acquired by Toll Brothers
Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary;

(4) Security Interests incurred in connection with pollution control,
industrial revenue, water, sewage or any similar item; and

(5) Security Interests securing Indebtedness of a Restricted Subsidiary
owing to Toll Brothers Finance Corp., Toll Brothers, Inc. or to another
Restricted Subsidiary that is wholly-owned (directly or indirectly) by Toll
Brothers, Inc. or Security Interests securing Toll Brothers Financing
Corp.'s Indebtedness owing to a Guarantor.

Additionally, such permitted Secured Debt includes any amendment,
restatement, supplement, renewal, replacement, extension or refunding, in whole
or in part, of Secured Debt permitted at the time of the original incurrence
thereof.

In addition, Toll Brothers Finance Corp. and the Guarantors may create,
incur, assume or guarantee Secured Debt, without equally and ratably securing
the exchange notes, if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt
permitted under clauses (1) through (5) above and any Secured Debt in relation
to which the exchange notes have been equally and ratably secured) and (2) all
Attributable Debt (as defined below) in respect of Sale and Lease-back
Transactions (as defined below) (excluding Attributable Debt in respect of Sale
and Lease-back Transactions as to which the provisions of clauses (1) through
(3) described under "Restrictions on Sale and Lease-back Transactions" have been
complied with) as of the date of determination would not exceed 20% of
Consolidated Net Tangible Assets (as defined below).

The provisions described above with respect to limitations on Secured
Debt are not applicable to Non-Recourse Indebtedness (as defined below) by
virtue of the definition of Secured Debt, and will not restrict or limit Toll
Brothers Finance Corp.'s or the Guarantors' ability to create, incur, assume or
guarantee any unsecured Indebtedness, or the ability of any subsidiary which is
not a Restricted Subsidiary to create, incur, assume or guarantee any secured or
unsecured Indebtedness.

Restrictions on Sale and Lease-back Transactions. The Indenture
provides that Toll Brothers Finance Corp. and Toll Brothers, Inc. will not, and
will not permit any Restricted Subsidiary to, enter into any Sale and Lease-back
Transaction, unless:

(1) notice is promptly given to the Trustee of the Sale and Lease-back
Transaction;

(2) fair value is received by Toll Brothers Finance Corp., Toll
Brothers, Inc. or the relevant Restricted Subsidiary for the property sold
(as determined in good faith by Toll Brothers, Inc. communicated in writing
to the Trustee); and

(3) Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary, within 365 days after the completion of the Sale and Lease-back
Transaction, applies, or enters into a definitive agreement to apply within
such 365-day period, an amount equal to the net proceeds of such Sale and
Lease-back Transaction:

o to the redemption, repayment or retirement of (a) senior notes of any
series under the Indenture (including the cancellation by the Trustee
of any senior notes of any series delivered by Toll Brothers Finance
Corp. to the Trustee), (b) Indebtedness of ours that ranks equally
with the senior notes, or (c) Indebtedness of any Guarantor that ranks
equally with the Guarantee of such Guarantor, and/or

o to the purchase by Toll Brothers Finance Corp., Toll Brothers, Inc. or
any Restricted Subsidiary of property used in their respective trade
or businesses.

This provision will not apply to a Sale and Lease-back Transaction that
relates to a sale of a property that occurs within 180 days from the later of
(x) the date of acquisition of the property by Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary, (y) the date of the completion of
construction of that property or (z) the date of commencement of full operations
on that property. In addition, Toll Brothers Finance Corp. and the Guarantors
may, without complying with the above restrictions, enter into a Sale and
Lease-back Transaction if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt
permitted under clauses (1) through (5) described in "Restrictions on Secured
Debt" above and any Secured Debt in relation to which the exchange notes have
been equally and ratably secured) and (2) all Attributable Debt in respect of
Sale and Lease-back Transactions (excluding Attributable Debt in respect of Sale
and Lease-back Transactions as to which the provisions of clauses (1) through
(3) above have been complied with) as of the date of determination would not
exceed 20% of Consolidated Net Tangible Assets.

DEFINITIONS

"Attributable Debt" means, with respect to a Sale and Lease-back
Transaction, the present value (discounted at the weighted average effective
interest cost per annum of the outstanding senior notes of all series,
compounded semiannually) of the obligation of the lessee for rental payments
during the remaining term of the lease included in such transaction, including
any period for which such lease has been extended or may, at the option of the
lessor, be extended or, if earlier, until the earliest date on which the lessee
may terminate such lease upon payment of a penalty (in which case the obligation
of the lessee for rental payments shall include such penalty), after excluding
all amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water and utility rates and similar charges.

"Consolidated Net Tangible Assets" means the total amount of assets
which would be included on a combined balance sheet of us and the Guarantors
under accounting principles generally accepted in the United States (less
applicable reserves and other properly deductible items) after deducting
therefrom:

(1) all short-term liabilities, except for liabilities payable by their
terms more than one year from the date of determination (or renewable or
extendible at the option of the obligor for a period ending more than one
year after such date) and liabilities in respect of retiree benefits other
than pensions for which the Restricted Subsidiaries are required to accrue
pursuant to Statement of Financial Accounting Standards No. 106;

(2) investments in subsidiaries that are not Restricted Subsidiaries; and

(3) all goodwill, trade names, trademarks, patents, unamortized debt
discount, unamortized expense incurred in the issuance of debt and other
tangible assets.

"Consolidated Net Worth" of any person means the consolidated
stockholders' equity of the person determined in accordance with accounting
principles generally accepted in the United States.

Indebtedness" means (1) any liability of any person (A) for borrowed
money, (B) evidenced by a bond, note, debenture or similar instrument (including
a purchase money obligation) given in connection with the acquisition of any
businesses, properties or assets of any kind (other than a trade payable or a
current liability arising in the ordinary course of business), (C) for the
payment of money relating to a Capitalized Lease Obligation or (D) for all
Redeemable Capital Stock valued at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; (2) any liability of
others described in the preceding clause (1) that such person has guaranteed or
that is otherwise its legal liability; (3) all Indebtedness referred to in (but
not excluded from) clauses (1) and (2) above of other persons and all dividends
of other persons, the payment of which is secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Security Interest upon or in property (including, without limitation,
accounts and contract rights) owned by such person, even though such person has
not assumed or become liable for the payment of such Indebtedness; and (4) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to in clauses (1), (2) and (3) above.

"Non-Recourse Indebtedness" means Indebtedness or other obligations
secured by a lien on property to the extent that the liability for the
Indebtedness or other obligations is limited to the security of the property
without liability on the part of Toll Brothers, Inc., Toll Brothers Finance
Corp. or any Restricted Subsidiary (other than the Restricted Subsidiary which
holds title to the property) for any deficiency.

"Redeemable Capital Stock" means any capital stock of Toll Brothers
Finance Corp., Toll Brothers, Inc. or any subsidiary of Toll Brothers, Inc.
that, either by its terms, by the terms of any security into which it is
convertible or exchangeable or otherwise, (1) is or upon the happening of an
event or passage of time would be required to be redeemed on or prior to the
final stated maturity of the senior notes or (2) is redeemable at the option of
the holder thereof at any time prior to such final stated maturity or (3) is
convertible into or exchangeable for debt securities at any time prior to such
final stated maturity.

"Restricted Subsidiary" means any Guarantor other than Toll
Brothers, Inc.

"Revolving Bank Credit Facility" means the Credit Agreement by and
among First Huntingdon Finance Corp., Toll Brothers, Inc. and the Lenders named
therein dated July 15, 2004, and any related documents (including, without
limitation, any guarantees or security documents), as such agreements (and such
related documents) may be amended, restated, supplemented, renewed, replaced by
the existing lenders or by successors or otherwise modified from time to time,
including any agreement(s) extending the maturity of or refinancing or refunding
all or any portion of the indebtedness or increasing the amount to be borrowed
under such agreement(s) or any successor agreement(s), whether or not by or
among the same parties.

"Sale and Lease-back Transaction" means a sale or transfer made by Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary (except a
sale or transfer made to Toll Brothers Finance Corp., Toll Brothers, Inc. or
another Restricted Subsidiary) of any property which is either (a) a
manufacturing facility, office building or warehouse whose book value equals or
exceeds 1% of Consolidated Net Tangible Assets as of the date of determination
or (b) another property (not including a model home) which exceeds 5% of
Consolidated Net Tangible Assets as of the date of determination, if such sale
or transfer is made with the agreement, commitment or intention of leasing such
property to Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary for more than a three-year term.

"Secured Debt" means any Indebtedness which is secured by (1) a
Security Interest in any of the property of Toll Brothers Finance Corp., Toll
Brothers, Inc. or any Restricted Subsidiary or (2) a Security Interest in shares
of stock owned directly or indirectly by Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary in a corporation or in equity
interests owned by Toll Brothers Finance Corp., Toll Brothers, Inc. or a
Restricted Subsidiary in a partnership or other entity not organized as a
corporation or in Toll Brothers, Inc.'s rights or the rights of a Restricted
Subsidiary in respect of Indebtedness of a corporation, partnership or other
entity in which Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary has an equity interest; provided that "Secured Debt" shall not
include Non-Recourse Indebtedness, as such categories of assets are determined
in accordance with accounting principles generally accepted in the United
States. The securing in the foregoing manner of any such Indebtedness which
immediately prior thereto was not Secured Debt shall be deemed to be the
creation of Secured Debt at the time security is given.

"Security Interests" means any mortgage, pledge, lien, encumbrance or
other security interest which secures the payment or performance of an
obligation.

"Significant Subsidiary" means any Subsidiary (1) whose revenues exceed
10% of Toll Brothers, Inc.'s total revenues, in each case for the most recent
fiscal year, or (2) whose net worth exceeds 10% of Toll Brothers, Inc.'s total
stockholders' equity, in each case as of the end of the most recent fiscal year.

"Subsidiary" means any person of which Toll Brothers, Inc., at the time
of determination by Toll Brothers, Inc., directly and/or indirectly through one
or more Subsidiaries, owns more than 50% of the shares of Voting Stock.

"Voting Stock" means any class or classes of capital stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).

CONSOLIDATION, MERGER AND SALE OF ASSETS

Neither Toll Brothers Finance Corp. nor any of the Guarantors will
consolidate with or merge with or into or sell, assign, transfer or lease all or
substantially all of its assets to another person unless:

(1) such person is a corporation, in the case of Toll Brothers
Finance Corp. or Toll Brothers, Inc., or any other legal entity in the
case of any other Guarantor, organized under the laws of the United
States of America or any state thereof;

(2) such person assumes by supplemental indenture, in a form
reasonably satisfactory to the Trustee, all the obligations of Toll
Brothers Finance Corp. or such Guarantor, as the case may be, relating
to the exchange notes or, the Guarantee, as the case may be, and the
Indenture and shall also expressly assume by an amendment or supplement
executed and delivered to the Trustee, in a form reasonably
satisfactory to the Trustee, all of Toll Brothers Finance Corp.'s and
such Guarantors', as the case may be, covenants and other obligations
under the Registration Rights Agreement; and

(3) immediately after the transaction no Default or Event of
Default exists; provided that this clause (3) will not restrict or be
applicable to a consolidation, merger, sale, assignment, transfer or
lease of a Guarantor with or into Toll Brothers Finance Corp., Toll
Brothers, Inc. or another Subsidiary that is, or concurrently with the
completion of such consolidation, merger, sale, assignment, transfer,
or lease becomes, a Guarantor.

Upon any such consolidation, merger, sale, assignment or transfer
(including any merger, sale, assignment, transfer or consolidation described in
the proviso at the end of the immediately preceding clause), the successor
corporation or legal entity, as applicable, will be substituted for Toll
Brothers Finance Corp. or such Guarantor, as applicable, under the Indenture.
The successor may then exercise every power and right of Toll Brothers Finance
Corp. or such Guarantor, as applicable, under the Indenture, and Toll Brothers
Finance Corp. or such Guarantor, as applicable, will be released from all of its
respective liabilities and obligations in respect of the exchange notes or the
Guarantee, as applicable, and the Indenture. If Toll Brothers Finance Corp. or
any Guarantor leases all or substantially all of its assets, the lessee will be
the successor to Toll Brothers Finance Corp. or such Guarantor, as applicable,
and may exercise every power and right of Toll Brothers Finance Corp. or such
Guarantor, as the case may be, under the Indenture, but Toll Brothers Finance
Corp. or such Guarantor, as the case may be, will not be released from its
respective obligations to pay the principal of and premium, if any, and
interest, if any, on the exchange notes.

EVENTS OF DEFAULT

An Event of Default with respect to a series of senior notes issued
under the Indenture is defined in the Indenture as being, or having occurred,
voluntarily or involuntarily, whether by operation of law or otherwise, in the
event of:

(1) the failure by Toll Brothers Finance Corp. or a Guarantor
to pay interest on the senior notes of such series when the same
becomes due and payable and the continuance of any such failure for a
period of 30 days;

(2) the failure by Toll Brothers Finance Corp. or a Guarantor
to pay the principal of the senior notes of such series when the same
becomes due and payable at maturity, upon acceleration or otherwise;

(3) the failure by Toll Brothers Finance Corp., Toll Brothers,
Inc. or any Guarantor which is a Significant Subsidiary to comply with
any of its agreements or covenants in, or provisions of, the senior
notes of such series, the Guarantees (as they relate to the senior
notes of such series) or the Indenture (as they relate to the senior
notes of such series), other than a failure specifically dealt with
elsewhere in the Indenture, and such failure shall not have been
remedied within 60 days after receipt of written notice of such failure
by Toll Brothers Finance Corp. and Toll Brothers, Inc. from the Trustee
or by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Trustee
from the holders of at least 25% in aggregate principal amount of the
then outstanding senior notes of the applicable series;

(4) any default under an instrument evidencing or securing any
of Toll Brothers Finance Corp.'s Indebtedness or the Indebtedness of
any Guarantor (other than Non-Recourse Indebtedness) aggregating
$10,000,000 or more in aggregate principal amount, resulting in the
acceleration of such Indebtedness, or due to the failure to pay such
Indebtedness at maturity upon acceleration or otherwise;

(5) the occurrence of an acceleration of, or a significant
modification of the terms (including without limitation the payment of
more than an insignificant amount of fees to the holders thereof) of
any of Toll Corp.'s 8 1/4% Senior Subordinated Notes due 2011 or 8.25%
Senior Subordinated Notes due 2011 (each of these series of notes being
referred to below as an "Outstanding Series"), provided that on the
date of the occurrence, the outstanding principal amount of at least
one Outstanding Series to which the occurrence relates exceeds
$5,000,000;

(6) any Guarantee with respect to the senior notes by Toll
Brothers, Inc. or a Guarantor that is a Significant Subsidiary shall
for any reason cease to be, or be asserted in writing by Toll Brothers,
Inc. or such Guarantor or Toll Brothers Finance Corp., as applicable,
not to be, in full force and effect and enforceable in accordance with
its terms (other than by reason of the termination of the Indenture or
the release or discharge of any such Guarantee in accordance with the
terms of the Indenture); provided, however, that if Toll Brothers, Inc.
or such Guarantor or Toll Brothers Finance Corp., as applicable,
asserts in writing that such Guarantee is not in full force and effect
and enforceable in accordance with its terms, such assertion shall not
constitute an Event of Default for purposes of this paragraph if (A)
such written assertion is accompanied by an opinion of counsel of each
of Toll Brothers Finance Corp., Toll Brothers, Inc. and such Guarantor
to the effect that, as a matter of law, the defect or defects rendering
such Guarantee unenforceable can be remedied within 10 days of the date
of such assertion, (B) each of Toll Brothers Finance Corp. and Toll
Brothers, Inc. delivers an officers' certificate to the effect that
Toll Brothers, Inc., such Guarantor or Toll Brothers Finance Corp., as
applicable, represents that such defect or defects shall be so remedied
within such 10-day period, and (C) such defect or defects are in fact
so remedied within such 10-day period; and

(7) certain events of bankruptcy, insolvency or reorganization
involving us, Toll Brothers, Inc. or any Significant Subsidiary.

We may cure any Event of Default that relates exclusively to a
Guarantor other than Toll Brothers, Inc. to the extent such Guarantor is
released from its Guarantee to the extent permitted by the provisions of the
Indenture.

The Indenture provides that if an Event of Default (other than an Event
of Default described in clause (7) above) shall have occurred and be continuing,
either the Trustee by notice to Toll Brothers Finance Corp. and Toll Brothers,
Inc., or the holders of at least 25% in aggregate principal amount of senior
notes of the applicable series, issued under the Indenture then outstanding by
notice to Toll Brothers Finance Corp., Toll Brothers, Inc. and the Trustee, may
declare the principal amount of all the senior notes of the applicable series
and interest, if any, accrued thereon to be due and payable immediately. If an
Event of Default with respect to Toll Brothers Finance Corp, Toll Brothers, Inc.
or any Significant Subsidiary specified in clause (7) above occurs, all amounts
due and payable on the senior notes of the applicable series will become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee, Toll Brothers Finance Corp., Toll Brothers, Inc. or any
holder. Holders of a majority in principal amount of the then outstanding senior
notes of the applicable series may rescind an acceleration with respect to such
senior notes and its consequence (except an acceleration due to nonpayment of
principal or interest on such senior notes) if the rescission would not conflict
with any judgment or decree and if all past Events of Default have been cured or
waived.

No such rescission shall extend to or shall affect any subsequent Event
of Default, or shall impair any right or power consequent thereon.

The Indenture contains a provision entitling the Trustee, subject to
the duty of the Trustee during default to act with the required standard of
care, to be indemnified by the holders of the senior notes before proceeding to
exercise any right or power under the Indenture at the request of the holders of
the senior notes. The Indenture also provides that the holders of a majority in
principal amount of the outstanding senior notes of a series issued under the
Indenture may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee.

No holder of senior notes of a series will have any right to institute
any proceeding with respect to the Indenture or pursue any remedy thereunder,
unless: (1) the holder shall have previously given the Trustee written notice of
a continuing Event of Default with respect to the senior notes of the applicable
series with respect to such series, (2) the holders of at least 25% in aggregate
principal amount of the outstanding senior notes of the applicable series with
respect to such series shall have made written request, and offered indemnity
satisfactory to the Trustee against any loss, liability or expense to the
Trustee to pursue the remedy, (3) the Trustee shall have failed to comply with
the request for 60 days after its receipt of such notice and offer of indemnity
and (4) no written request inconsistent with such written request has been given
to the Trustee during the 60-day period by the holders of a majority in
aggregate principal amount of the outstanding senior notes of the applicable
series with respect to such series under the Indenture. However, any right of a
holder of senior notes to receive payment of the principal of and any interest
on the senior notes on or after the dates expressed in the senior notes or to
bring suit for the enforcement of any such payment on or after such dates shall
be absolute and unconditional and shall not be impaired or affected without the
consent of such holder.

The Indenture contains a covenant that Toll Brothers Finance Corp. and
Toll Brothers, Inc. each will file with the Trustee within 120 days after the
end of their respective fiscal years, a certificate as to the absence of any
Default or specifying any Default that exists.

MODIFICATION AND WAIVER

Toll Brothers Finance Corp. and the Trustee, with the written consent
of the holders of at least a majority of the principal amount of each series of
outstanding senior notes issued under the Indenture affected by the amendment,
may execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or modifying the rights of
the holders of such senior notes, except that no such supplemental indenture
may, without the consent of the holder of each outstanding security affected by
the supplemental indenture, among other things:

(1) change the final maturity of the senior notes, or reduce the rate
or extend the time of payment of interest on the senior notes, or reduce
the principal amount of the senior notes, or impair the right to institute
suit for payment of the senior notes;

(2) reduce the percentage of senior notes, the consent of the holders
of which is required for any such supplemental indenture, for any waiver of
compliance with certain provisions of the Indenture or certain Defaults
under the Indenture and their consequences provided in the Indenture or any
other covenant or provision;

(3) modify any of the provisions regarding the modification of the
Indenture, waivers of past Defaults or Events of Default in the payment of
principal of, premium if any, or interest on any of the senior notes and
waivers of certain covenants, except to increase any percentage or to
provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each outstanding security
affected thereby;

(4) alter the provisions (including related definitions) with respect
to redemption of senior notes or Toll Brothers Finance Corp.'s duty to
offer to purchase or redeem such senior notes pursuant to the resolutions
authorizing such issuance of senior notes or a supplemental indenture
pertaining to the senior notes;

(5) modify the ranking or priority of the senior notes or the related
Guarantees in a manner adverse to the holders of senior notes; or

(6) make any senior note payable at a place or in money other than that
stated in the senior note.

The holders of a majority in principal amount of the outstanding senior
notes of a series may, on behalf of the holders of all senior notes of such
series, waive any past Default under the Indenture relating to such series
without notice to any holder. However, without the consent of the holders of the
senior notes affected, no amendment, supplement or waiver, including any waiver
of past Defaults as permitted in the Indenture, will effect any of the actions
contemplated by the immediately preceding clauses (1) through (6). Each series
of debt securities issued under the Indenture will vote as a separate class.

Neither our Board of Directors nor the Board of Directors of any
Guarantor has the power to waive any of the covenants of the Indenture including
those relating to consolidation, merger or sale of assets.

We and the Trustee may modify or amend provisions of the Indenture, the
Guarantees or the senior notes of a series without notice to or the consent of
any holder of such series for any of the following purposes:

(1) to evidence the succession of another person to Toll Brothers
Finance Corp. or any Guarantor under the Indenture, the Guarantees or the
senior notes, respectively;

(2) to add to our covenants or the covenants of any Guarantor for the
benefit of the holders of the senior notes or to surrender any right or
power conferred upon us or such Guarantor by the Indenture;

(3) to add Events of Default for the benefit of the holders of the
senior notes;

(4) to change or eliminate any provisions of the Indenture, provided
that any such change or elimination shall become effective only when there
are no outstanding senior notes;

(5) to secure any senior notes or Guarantees under the Indenture;

(6) to establish the form or terms of the senior notes or Guarantees of
any series;

(7) to add Guarantors;

(8) to provide for the acceptance of appointment by a successor Trustee
or facilitate the administration of the trusts under the Indenture by more
than one Trustee;

(9) to close the Indenture to authentication and delivery of additional
series of senior notes;

(10) to supplement any of the provisions of the Indenture to the extent
necessary to permit or facilitate defeasance and discharge of the senior
notes, provided that such action shall not adversely affect the rights of
the holders of the senior notes;

(11) to remove a Guarantor with respect to any senior notes which, in
accordance with the terms of the Indenture, ceases to be liable in respect
of its Guarantee;

(12) to cure any ambiguity, omission, defect or inconsistency in the
Indenture, provided that such action does not adversely affect the
interests of holders of the senior notes;

(13) to provide that specific provisions of the Indenture will not
apply to a series not previously issued under the Indenture;

(14) to provide for uncertificated senior notes in addition to or in
place of certificated senior notes; and

(15) to make any other change that does not adversely affect the
interests of holders of the senior notes.

DEFEASANCE PROVISIONS

Defeasance and Discharge. The Indenture provides that we will be
discharged from any and all obligations with respect to the outstanding senior
notes of a series (except for certain obligations to register the transfer or
exchange of senior notes, replace stolen, lost, destroyed or mutilated senior
notes, maintain offices or agencies and hold moneys for payment in trust) upon
the deposit with the Trustee, in trust, of money in U.S. Dollars, U.S.
government obligations or a combination thereof which through the payment of
interest and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay the principal of and interest on, and any
mandatory sinking fund payments with respect to, the outstanding senior notes of
that series on the stated maturity date of the payments in accordance with the
terms of the Indenture and the senior notes. This type of discharge may only
occur if we deliver to the Trustee an opinion of counsel to the effect that
there has been a change in applicable federal income tax law or we have received
from, or there has been published by, the United States Internal Revenue Service
a ruling to the effect that the holders of the senior notes of that series will
not recognize income, gain or loss for federal income tax purposes as a result
of that discharge and will be subject to federal income tax on the same amount,
in the same manner and at the same times as would have been the case if the
discharge had not occurred. In order to be discharged the deposit of cash in
U.S. Dollars and/or U.S. government obligations will not result in a Default
under the Indenture, or constitute a default under any material instrument to
which Toll Brothers Finance Corp., Toll Brothers, Inc. or any of the

Subsidiaries is a party or by which they or any of their property are bound. In
addition, this type of discharge may only occur so long as no Event of Default
or event which, with notice or lapse of time, would become an Event of Default
with respect to the senior notes of that series has occurred and is continuing
on the date cash in U.S. Dollars and/or U.S. government obligations are
deposited in trust and other conditions specified in the Indenture are
satisfied. The term "government obligations" means securities of the government
which issued the currency in which the senior notes of the series are
denominated or in which interest is payable or of government agencies backed by
the full faith and credit of that government.

Defeasance of Certain Covenants. The Indenture also provides that we
may omit to comply with certain covenants described above under "Certain
Covenants" and "Consolidation, Merger and Sale of Assets" with respect to the
senior notes of a series if we comply with the following conditions and the
senior notes of such series shall thereafter be deemed not "outstanding" for the
purpose of any direction, waiver, consent or declaration or act of the holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes under the
Indenture. In order to exercise this option, we will be required to deposit with
the Trustee money in U.S. Dollars, U.S. government obligations or a combination
thereof which through the payment of interest and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any) and interest on, and any mandatory
sinking fund payments in respect of the outstanding senior notes of that series
on the stated maturity date of the payments in accordance with the terms of the
Indenture and such senior notes. In order to be discharged, the deposit of cash
and/or government obligations must not result in a Default under the Indenture,
or constitute a default under any material instrument to which Toll Brothers
Finance Corp., Toll Brothers, Inc. or any of the Subsidiaries is a party or by
which they or any of their property are bound. In addition, this type of
discharge may only occur so long as no Event of Default or event which, with
notice or lapse of time, would become an Event of Default with respect to the
senior notes of that series has occurred and is continuing on the date cash
and/or government obligations are deposited in trust and other conditions
specified in the Indenture are satisfied. We will also be required to deliver to
the Trustee an opinion of counsel to the effect that the deposit and related
covenant defeasance will not cause the holders of the senior notes of that
series to recognize income, gain or loss for federal income tax purposes and
that those holders will be subject to federal income tax on the same amount, in
the same manner and at the same times as would have been the case if the deposit
and covenant defeasance had not occurred, and to satisfy other conditions
specified in the Indenture.

Covenant Defeasance and Events of Default. In the event we exercise our
option to effect covenant defeasance with respect to the senior notes of any
series and those senior notes are declared due and payable because of the
occurrence of any Event of Default, the amount of money and government
obligations on deposit with the Trustee will be sufficient to pay amounts due on
the senior notes of that series at the time of their stated maturity dates but
may not be sufficient to pay amounts due on the senior notes at the time of the
acceleration resulting from such Event of Default. However, we will remain
liable for such payments.

REGARDING THE TRUSTEE

J.P. Morgan Trust Company, National Association, as successor to Bank
One Trust Company, N.A., will be the trustee under the Indenture pursuant to
which the exchange notes are to be issued. J.P. Morgan Trust Company, National
Association, as successor to Bank One Trust Company, N.A., also is trustee under
the indentures pursuant to which Toll Brothers Finance Corp.'s 6.875% Senior
Notes due 2012, 5.95% Senior Notes due 2013 and 4.95% Senior Notes due 2014 and
Toll Corp.'s 8 1/4% Senior Subordinated Notes due 2011 and 8.25% Senior
Subordinated Notes due 2011 were issued.

GLOBAL NOTES AND BOOK-ENTRY SYSTEM

THE GLOBAL SECURITIES

The exchange notes will be issued in the form of one or more registered
notes in global form, without interest coupons. Such global notes will be
deposited on the issue date with DTC and registered in the name of Cede & Co.,
as nominee of DTC, or will remain in the custody of the Trustee under the
Indenture pursuant to the FAST Balance Certificate Agreement between DTC and the
Trustee. Beneficial interests in the global notes may not be exchanged for
certificated notes except in the circumstances described below. All interests in
global notes may be subject to the procedures and requirements of DTC.

Exchanges of beneficial interests in one global security for interests
in another global security will be subject to the applicable rules and
procedures of DTC and its direct and indirect participants. Any beneficial
interest in one of the global notes that is transferred to a person who takes
delivery in the form of an interest in another global security will, upon
transfer, cease to be an interest in that global security and become an interest
in the global security to which the beneficial interest is transferred and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in the global security
to which the beneficial interest is transferred for as long as it remains an
interest in that global security.

CERTAIN BOOK-ENTRY PROCEDURES FOR THE GLOBAL NOTES

The descriptions of the operations and procedures of DTC set forth
below are provided solely as a matter of convenience. These operations and
procedures are solely within the control of the respective settlement systems
and are subject to change by them from time to time. We do not take any
responsibility for these operations or procedures, and investors are urged to
contact the relevant system or its participants directly to discuss these
matters.

DTC has advised us that it is a limited purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities for persons who have
accounts with DTC ("participants") and facilitates the clearance and settlement
of securities transactions between participants through electronic book-entry
changes in accounts of its participants, which eliminates the need for physical
movement of certificates. Participants include both U.S. and non-U.S.securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. Indirect access to the DTC system is available to others
such as securities brokers and dealers, banks, trust companies and clearing
corporations that clear through or maintain a direct or indirect custodial
relationship with a participant ("indirect participants"). Investors who are not
participants may beneficially own exchange notes held by or on behalf of DTC
only through participants or indirect participants. The rules applicable to DTC
and its participants are on file with the Commission.

Upon the issuance of the global note, DTC or its custodian will credit,
on its internal system, the respective principal amount of the individual
beneficial interests represented by the global note to the accounts of the
persons who have accounts with DTC. Such accounts initially will be designated
by or on behalf of the initial purchasers. Ownership of beneficial interests in
the global note will be limited to participants or persons who hold interests
through participants. Ownership of beneficial interests in the global note will
be shown on, and the transfer of that ownership will be effected only through,
records maintained by DTC or its nominee (with respect to interests of
participants) and the records of participants and indirect participants (with
respect to interests of persons other than participants).

So long as DTC or its nominee is the registered owner or holder of a
global note, DTC or such nominee, as the case may be, will be considered the
sole record owner or holder of the exchange notes represented by a global note
for all purposes under the Indenture and the exchange notes. Except as set forth
herein, owners of beneficial interests in a global note will not be entitled to
have exchange notes represented by such global note registered in their names,
will not receive or be entitled to receive physical delivery of exchange notes
in definitive certificated form, and will not be considered holders of the
exchange notes for any purposes under the Indenture. Accordingly, each person
owning a beneficial interest in a global note must rely on the procedures of DTC
and, if such person is not a participant, on the procedures of the participant
through which such person directly or indirectly owns its interest, to exercise
any rights of a holder under the Indenture. We understand that under existing
industry practices, if we request any action of holders or any owner of a
beneficial interest in a global note desires to give any notice or take any
action that a holder is entitled to give or take under the Indenture, DTC would
authorize the participants holding the relevant beneficial interests to give
such notice or take such action, and such participants would authorize
beneficial owners owning through such participants to give such notice or take
such action or would otherwise act upon the instructions of beneficial owners
owning through them.

Payments of the principal of, premium, if any, and interest on a global
note will be made to DTC or its nominee, as the case may be, as the registered
owner. Neither we, the Trustee nor any paying agent will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a global note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

We expect that DTC or its nominee, upon receipt of any payment of
principal of, premium, if any, or interest in respect of a global note will
credit participants' accounts with payments in amounts proportionate to their
respective beneficial ownership interests in the principal amount of such global
note, as shown on the records of DTC or its nominee. We also expect that
payments by participants to owners of beneficial interests in a global note held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. The
participants will be responsible for such payments.

The Indenture provides that, if the Depository notifies us that it is
unwilling or unable to continue as depository for the global notes or if at any
time the Depository ceases to be a clearing agency registered under the Exchange
Act and we do not appoint a successor depository within 90 days, or if there
shall have occurred and be continuing an Event of Default or an event which,
with the giving of notice or lapse of time, or both, would constitute an Event
of Default with respect to the exchange notes, then we will issue certificated
notes in exchange for the global note. In addition, we may at any time and in
our sole discretion determine not to have the exchange notes represented by a
global note and, in such event, will issue certificated notes in exchange for
the global note. In any such instance, an owner of a beneficial interest in a
global note will be entitled to physical delivery of certificated notes equal in
principal amount to its beneficial interest and to have the certificated notes
registered in its name. We expect that instructions for registering the
certificated notes would be based upon directions received from the Depository
with respect to ownership of the beneficial interests in a global note.

Although DTC has agreed to the procedures described above in order to
facilitate transfers of interests in a global note among participants of DTC, it
is under no obligation to perform such procedures and such procedures may be
discontinued at any time. Neither we nor the Trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.

According to DTC, the foregoing information with respect to DTC has
been provided by it for informational purposes only and is not intended to serve
as a representation, warranty, or contract modification of any kind. The
information contained herein concerning DTC and its book-entry system has been
obtained from sources that we believe are reliable, although DTC has declined to
pass upon the accuracy of the statements contained herein.

SAME-DAY FUNDS

We will make all payments of principal premium, if any, and interest on
the global notes in immediately available funds to DTC.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of what we believe are the material federal
income tax consequences to a holder of exchange notes. It deals only with
exchange notes held as capital assets by holders and not with special classes of
holders, such as dealers in securities or currencies, financial institutions,
life insurance companies, persons holding exchange notes as a hedge against or
which are hedged against currency risks, and certain issues not specifically
dealt with herein relating to persons whose functional currency is not the U.S.
dollar. A person considering an investment in the exchange notes should consult
his or her own tax advisor concerning these matters and as to the tax treatment
not specifically considered herein under foreign, state and local tax laws and
regulations.

This summary is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations, Internal Revenue Service ("IRS")
rulings and pronouncements and judicial decisions now in effect, all of which
are subject to change at any time. Changes in this area of law may be applied
retroactively in a manner that could cause the consequences to vary
substantially from the consequences described below, possibly adversely
affecting a holder. The authorities on which this summary is based are subject
to various interpretations, and it is therefore possible that the federal income
tax treatment of the purchase, ownership and disposition of the exchange notes
may differ from the treatment described below.

EXCHANGE OF NOTES

The exchange offer will occur by operation of the terms of the old
notes. It will not result in material changes as specifically referenced in the
applicable treasury regulations and does not violate the option rules as set
forth in the applicable treasury regulations. Consequently, there should not be
any federal income tax consequences to holders exchanging old notes for exchange
notes under the exchange offer.

Each exchanging holder will have the same adjusted tax basis and
holding period in the exchange notes as it had in the old notes immediately
before the exchange.

UNITED STATES HOLDERS

A holder who is (1) a citizen or resident of the United States, (2) a
corporation, partnership or other entity treated as a corporation or a
partnership for United States federal income tax purposes created or organized
in or under the laws of the United States, any state thereof or the District of
Columbia (unless, in the case of a partnership, Treasury regulations provide
otherwise), (3) an estate whose income is subject to United States federal
income tax regardless of its source, or (4) a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust is referred to herein as a "United States
Holder". Notwithstanding the preceding sentence, to the extent provided in
Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to such date, that elect to continue to
be treated as United States persons will also be United States Holders.

Payments of Interest. As a general rule, interest paid or accrued on
the exchange notes will be treated as ordinary income to United States Holders.
A United States Holder using the accrual method of accounting for federal income
tax purposes is required to include interest paid or accrued on the exchange
notes in ordinary income as interest accrues, while a United States Holders
using the cash receipts and disbursements method of accounting for federal
income tax purposes must include interest in ordinary income when payments are
received (or made available for receipt) by the holder.

Sale, Exchange or Retirement of Exchange Notes. A United States
Holder's tax basis in an exchange note will generally be its cost. Upon the
sale, exchange, redemption or retirement of an exchange note, a United States
Holder will generally recognize gain or loss on the sale, exchange, redemption
or retirement equal to the difference between the amount realized (not including
any amounts attributable to accrued and unpaid interest, which is treated as
interest as described above) and the holder's tax basis in the exchange note.
For taxable years ending on or before December 31, 2008, long-term capital gain
to a non-corporate United States Holder is generally subject to a maximum tax
rate of 15% with respect to exchange notes held for more than one year. For
sales or exchanges on or after January 1, 2009, the maximum rate is 20%.

Withholding Taxes and Reporting Requirements. Interest payments and
payments of principal and any premium with respect to an exchange note will be
reported to the extent required by the Code to the United States Holders and the
IRS. These amounts will ordinarily not be subject to withholding of United
States federal income tax. However, a backup withholding tax (at the applicable
statutory rate) will apply to these payments if a United States Holder fails to
supply us or our agent in the manner required by applicable law with the
holder's taxpayer identification number or if a United States Holder has been
notified by the IRS that payments to such holder are subject to backup
withholding. The statutory rate for backup withholding is currently 28%.

NON-UNITED STATES HOLDERS

A "Non-United States Holder" is a purchaser who is (1) a non-resident
alien individual or (2) a corporation, estate or trust that is not a United
States Holder.

Payments of Interest. Payments of interest on the exchange notes to
Non-United States Holders that are not effectively connected with such holder's
conduct of a trade or business in the United States generally will not be
subject to United States federal income or withholding tax if the Non-United
States Holder (1) does not actually or constructively own 10% or more of the
combined voting stock of Toll Brothers Finance Corp., (2) is not a bank
receiving interest pursuant to a loan agreement entered into in the ordinary
course of its trade or business, (3) is not a controlled foreign corporation
related to Toll Brothers Finance Corp. through stock ownership and (4) provides
the appropriate certification that it is not a United States person (the
"portfolio interest exemption").

If the payment of interest to a Non-United States Holder does not
qualify for the portfolio interest exemption discussed above and the interest is
not effectively connected with a U.S. trade or business, such payment will
generally be subject to United States federal withholding tax at a 30% rate
(unless reduced or eliminated under an applicable treaty). To claim the benefit
of a treaty, a Non-United States Holder must furnish Toll Brothers Finance Corp.
or such other appropriate entity with an IRS Form W-8BEN or other appropriate
form as provided by IRS regulations.

Sale, Exchange or Retirement of Exchange Notes. A Non-United States
Holder will generally not be subject to United States federal income or
withholding tax on gain realized on the sale, exchange, redemption or retirement
of an exchange note unless (1) such gain is effectively connected with the
conduct of a trade or business within the United States (in which case it will
be taxed as discussed below), or (2) the Non-United States Holder is a
nonresident alien individual, is present in the United States for 183 days or
more in the taxable year and certain other requirements are met.

Effectively Connected Income. If the income from the payment of
interest or gain on the sale, exchange, redemption or retirement of an exchange
note is effectively connected with the conduct of a trade or business within the
United States by a Non-United States Holder, the income or gain will be subject
to tax essentially in the same manner as if the notes were held by a United
States Holder (as discussed above), and in the case of a Non-United States
Holder that is a foreign corporation, such holder may also be subject to a 30%
branch profits tax (unless reduced or eliminated by applicable treaty).

Backup Withholding and Information Reporting. Unless certain exceptions
apply, we must report annually to the IRS and to each Non-United States Holder
any interest paid to the Non-United States Holder. Copies of these information
returns may also be made available under the provisions of a specific treaty or
other agreement to the tax authorities of the country in which the Non-United
States Holder resides.

Under current United States federal income tax law, backup withholding
tax generally will not apply to payments of interest by us or our paying agent
on an exchange note or payments from the sale, exchange, retirement or other
taxable disposition of an exchange note if the Non-United States Holder properly
certifies that it is not a United States person under penalties of perjury or
otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld from
a payment to a Non-United States Holder under the backup withholding rules will
be allowed as a credit against such holder's United States federal income tax
liability and may entitle such holder to a refund, provided that the required
information is furnished to the IRS. Non-United States Holders of exchange notes
should consult their tax advisors regarding the application of information
reporting and backup withholding in their particular situations, the
availability of an exemption therefrom and the procedure for obtaining such an
exemption, if available.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account
under the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of those notes. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer for resales of
exchange notes received in exchange for old notes that had been acquired as a
result of market-making or other trading activities. We have agreed that, for a
period of 270 days after the expiration date of the exchange offer, we will make
this prospectus, as it may be amended or supplemented, available to any
broker-dealer for use in connection with any such resale. Any broker-dealers
required to use this prospectus and any amendments or supplements to this
prospectus for resales of the exchange notes must notify us of this fact by
checking the box on the letter of transmittal requesting additional copies of
these documents or by writing or telephoning us. See "Documents Incorporated by
Reference."

Notwithstanding the foregoing, we are entitled under the registration
rights agreement to suspend the use of this prospectus by broker-dealers under
specific circumstances. For example, we may suspend the use of this prospectus
if:

o the Commission or any state securities authority requests an amendment
or supplement to this prospectus or the related registration statement
or additional information;

o the Commission or any state securities authority issues any stop order
suspending the effectiveness of the registration statement or
initiates proceedings for that purpose;

o we receive notification of the suspension of the qualification of the
exchange notes for sale in any jurisdiction or the initiation or
threatening of any proceedings for that purpose;

o the suspension is required by law;

o the suspension is taken for valid business reasons, including the
acquisition or divestiture of assets or a material corporate
transaction; or

o an event occurs which makes any statement in this prospectus untrue in
any material respect or which constitutes an omission to state a
material fact in this prospectus.

If we suspend the use of this prospectus, the 270-day period referred
to above will be extended by a number of days equal to the period of the
suspension.

We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
under the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on those notes or a combination of those methods, at
market prices prevailing at the time of resale, at prices related to prevailing
market prices or at negotiated prices. Any resales may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from the selling broker-dealer or the
purchasers of the exchange notes. Any broker-dealer that resells exchange notes
received by it for its own account under the exchange offer and any broker or
dealer that participates in a distribution of the exchange notes may be deemed
to be an "underwriter" within the meaning of the Securities Act and any profit
on any resale of exchange notes and any commissions or concessions received by
these persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.

We have agreed to pay all expenses incidental to the exchange offer
other than commissions and concessions of any broker or dealer and will
indemnify holders of the senior notes, including any broker-dealers, against
certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania,
has rendered an opinion with respect to the validity and enforceability of the
exchange notes being issued by Toll Brothers Finance Corp. and the Guarantee
being issued by Toll Brothers, Inc. Don H. Liu, Esquire, Senior Vice President
and General Counsel of Toll Brothers, Inc., has rendered an opinion with respect
to the validity and enforceability of the Guarantees being issued by the
Guarantors other than Toll Brothers, Inc. Mr. Liu owns or has the right to
receive a number of shares of common stock of Toll Brothers, Inc. which is well
below 1% of the outstanding common stock of Toll Brothers, Inc.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has
audited our consolidated financial statements included in our Annual Report on
Form 10-K for the year ended October 31, 2004, as set forth in their report
thereon, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Our financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

================================================================================

$300,000,000

Toll Brothers Finance Corp.

5.15% Senior Notes due 2015
Guaranteed on a Senior Basis by
Toll Brothers, Inc. And Certain of its Subsidiaries

[graphic omitted]

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

PROSPECTUS
, 2005

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

Each broker-dealer that receives exchange notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of those exchange notes. The letter of transmittal states that,
by so acknowledging and delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of exchange notes received in
exchange for outstanding notes where the outstanding notes were acquired by the
broker-dealer as a result of market-making activities or other trading
activities.

We have agreed that, for a period of 270 days after the consummation of this
exchange offer, we will make this prospectus available to any broker-dealer for
use in connection with the resale of exchange notes. See "Plan of Distribution."

================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

For information regarding provisions under which a director or officer
of Toll Brothers, Inc. or Toll Brothers Finance Corp. may be insured or
indemnified in any manner against any liability which he may incur in his
capacity as such, reference is made to Section 145 of the Delaware General
Corporation Law, which provides in its entirety as follows:

"(a) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.

(b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a)
and (b) of this section, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) by a committee of
such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this
section.

(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had
continued.

(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees)."

See also Article Six of Toll Brothers, Inc.'s Second Restated
Certificate of Incorporation dated September 8, 2005, which obligates, and
Article VII of Toll Brothers, Inc.'s By-Laws, as Amended and Restated dated
March 20, 2003, which grants, Toll Brothers, Inc. the power to indemnify its
directors, officers, employees and agents. Section 7-4 of Article VII of Toll
Brothers, Inc.'s Bylaws, as Amended and Restated dated March 20, 2003, further
permits Toll Brothers, Inc. to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of Toll Brothers,
Inc., or who is or was serving at the request of Toll Brothers, Inc. as a
director, officer employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not Toll Brothers, Inc. would have the power to indemnify him against
such liability under law. Toll Brothers, Inc. has purchased directors' and
officers' liability insurance.

See also Article VIII of Toll Brothers Finance Corp.'s By-Laws which
obligates Toll Brothers Finance Corp. to indemnify its directors, officers,
employees and agents. Section 8-7 of Article VIII of Toll Brothers Finance
Corp's Bylaws further permits Toll Brothers Finance Corp. to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of Toll Brothers Finance Corp., or who is or was serving at
the request of Toll Brothers Finance Corp. as a director, officer employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not Toll
Brothers Finance Corp. would have the power to indemnify him against such
liability under law. Toll Brothers Finance Corp. has purchased directors' and
officers' liability insurance.

See Item 22 of this Part II for further information concerning
indemnification of directors, officers and controlling persons of Toll Brothers,
Inc. and Toll Brothers Finance Corp.

Item 21. Exhibits++

3.1 Form of Articles of Incorporation for Guarantors incorporated
in the State of Arizona is hereby incorporated by reference to
Exhibit 3.1 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.2 Form of Articles of Organization for Guarantors organized in
the State of Arizona is hereby incorporated by reference to
Exhibit 3.2 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.3 Form of Articles of Incorporation for Guarantors incorporated
in the State of California is hereby incorporated by reference
to Exhibit 3.3 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.4 Form of Articles of Organization for Guarantors organized in
the State of California is hereby incorporated by reference to
Exhibit 3.4 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.5 Form of Certificate of Limited Partnership for Guarantors
organized in the State of California is hereby incorporated by
reference to Exhibit 3.5 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.6 Form of Articles of Incorporation for Guarantors incorporated
in the State of Colorado is hereby incorporated by reference
to Exhibit 3.6 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.7 Form of Certificate of Limited Partnership for Guarantors
organized in the State of Colorado is hereby incorporated by
reference to Exhibit 3.7 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.8 Form of Certificate of Limited Partnership for Guarantors
organized in the State of Connecticut is hereby incorporated
by reference to Exhibit 3.8 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.9 Form of Certificate of Incorporation for Guarantors
incorporated in the State of Delaware is hereby incorporated
by reference to Exhibit 3.9 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.10* Form of Certificate of Incorporation for Guarantors
incorporated in the State of Delaware and set forth on Exhibit
A thereto.

3.11 Form of Certificate of Formation for Guarantors organized in
the State of Delaware is hereby incorporated by reference to
Exhibit 3.10 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.12 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Delaware is hereby incorporated by
reference to Exhibit 3.11 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.13 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Florida is hereby incorporated by
reference to Exhibit 3.12 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.14 Form of Articles of Organization for the Guarantors organized
in the State of Florida is hereby incorporated by reference to
Exhibit 3.13 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.15 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Florida is hereby incorporated by
reference to Exhibit 3.14 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.16 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Illinois is hereby incorporated
by reference to Exhibit 3.15 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.17 Form of Articles of Organization for the Guarantors organized
in the State of Illinois is hereby incorporated by reference
to Exhibit 3.16 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.18 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Illinois is hereby incorporated by
reference to Exhibit 3.17 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.19 Form of Articles of Organization for the Guarantors organized
in the State of Maryland is hereby incorporated by reference
to Exhibit 3.18 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.20 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Maryland is hereby incorporated by
reference to Exhibit 3.19 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.21 Form of Certificate of Organization for the Guarantors
organized in the Commonwealth of Massachusetts is hereby
incorporated by reference to Exhibit 3.20 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.22 Form of Certificate of Limited Partnership for the Guarantors
organized in the Commonwealth of Massachusetts is hereby
incorporated by reference to Exhibit 3.21 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.23 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Michigan is hereby incorporated
by reference to Exhibit 3.22 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.24 Form of Articles of Organization for the Guarantors organized
in the State of Michigan is hereby incorporated by reference
to Exhibit 3.23 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.25 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Michigan is hereby incorporated by
reference to Exhibit 3.24 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.26 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Nevada is hereby incorporated by
reference to Exhibit 3.25 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.27 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Nevada is hereby incorporated by
reference to Exhibit 3.26 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.28 Form of Articles of Incorporation for the Guarantors
incorporated in the State of New Hampshire is hereby
incorporated by reference to Exhibit 3.27 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.29 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of New Hampshire is hereby incorporated
by reference to Exhibit 3.28 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.30 Form of Certificate of Formation for the Guarantors organized
in the State of New Jersey is hereby incorporated by reference
to Exhibit 3.29 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.31 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of New Jersey is hereby incorporated by
reference to Exhibit 3.30 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.32 Form of Certificate of Incorporation for the Guarantors
incorporated in the State of New York is hereby incorporated
by reference to Exhibit 3.31 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.33 Form of Articles of Organization for the Guarantors
incorporated in the State of New York is hereby incorporated
by reference to Exhibit 3.32 of the Registration Statement on
Form S-4, filed with the Securities and Exchange Commission by
Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on April 16,, 2004.

3.34 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of New York is hereby incorporated by
reference to Exhibit 3.32 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.35 Form of Articles of Incorporation for the Guarantors
incorporated in the State of North Carolina is hereby
incorporated by reference to Exhibit 3.33 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.36 Form of Articles of Organization for the Guarantors organized
in the State of North Carolina is hereby incorporated by
reference to Exhibit 3.34 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.37 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of North Carolina is hereby
incorporated by reference to Exhibit 3.35 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.38 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Ohio is hereby incorporated by
reference to Exhibit 3.36 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.39 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Ohio is hereby incorporated by
reference to Exhibit 3.37 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.40 Form of Certificate of Articles of Incorporation for the
Guarantors incorporated in the Commonwealth of Pennsylvania is
hereby incorporated by reference to Exhibit 3.38 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.41 Form of Certificate of Organization for the Guarantors
organized in the Commonwealth of Pennsylvania is hereby
incorporated by reference to Exhibit 3.39 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.42 Form of Certificate of Limited Partnership for the Guarantors
organized in the Commonwealth of Pennsylvania is hereby
incorporated by reference to Exhibit 3.40 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.43 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Rhode Island is hereby
incorporated by reference to Exhibit 3.41 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.44 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Rhode Island is hereby incorporated
by reference to Exhibit 3.42 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.45 Form of Articles of Incorporation for the Guarantors
incorporated in the State of South Carolina is hereby
incorporated by reference to Exhibit 3.43 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.46 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of South Carolina is hereby
incorporated by reference to Exhibit 3.44 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.47 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Tennessee is hereby incorporated
by reference to Exhibit 3.45 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.48 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Tennessee is hereby incorporated by
reference to Exhibit 3.46 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.49 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Texas is hereby incorporated by
reference to Exhibit 3.47 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.50 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Texas is hereby incorporated by
reference to Exhibit 3.48 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.51 Form of Articles of Organization for the Guarantors organized
in the Commonwealth of Virginia is hereby incorporated by
reference to Exhibit 3.49 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.52 Form of Certificate of Limited Partnership for the Guarantors
organized in the Commonwealth of Virginia is hereby
incorporated by reference to Exhibit 3.50 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.53 Form of Bylaws for the Guarantors is hereby incorporated by
reference to Exhibit 3.51 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.54* Form of Bylaws for the Guarantors incorporated in the State
of Delaware and listed on Exhibit A thereto.

3.55 Form of Limited Liability Company Operating Agreement for the
Guarantors is hereby incorporated by reference to Exhibit 3.52
of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.56 Form of Limited Partnership Agreement for the Guarantors is
hereby incorporated by reference to Exhibit 3.53 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.57 Form of Limited Liability Company Agreement for C.B.A.Z.
Holding Company LLC, First Brandywine LLC I and First
Brandywine LLC II is hereby incorporated by reference to
Exhibit 3.54 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.58 Form of Certificate of Incorporation for Eastern States
Engineering, Inc. and Fairway Valley, Inc. is hereby
incorporated by reference to Exhibit 3.55 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.59 Form of Bylaws for Eastern States Engineering, Inc. and
Fairway Valley, Inc. is hereby incorporated by reference to
Exhibit 3.56 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.60 Form of Bylaws for TB Proprietary, L.P., Inc., Toll NJX-I
Corp., Toll NJX-II Corp., Toll NJX-III Corp. and Toll NJX-IV
Corp. is hereby incorporated by reference to Exhibit 3.57 of
Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.61 Form of Certificate of Incorporation for Toll Bros. of
Tennessee, Inc., Toll Management AZ Corp., Toll Management VA
Corp., Toll NJX-I Corp., Toll NJX-II Corp., Toll NJX-III
Corp., Toll NJX-IV Corp. and Toll VA Member Two, Inc. is
hereby incorporated by reference to Exhibit 3.58 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.62 Form of Bylaws for Toll Bros. of Tennessee, Inc., Toll
Management AZ Corp., Toll Management VA Corp. and Toll VA
Member Two, Inc. is hereby incorporated by reference to
Exhibit 3.59 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.63 Form of Articles of Organization for Big Branch Overbrook LLC
and Sapling Ridge, LLC is hereby incorporated by reference to
Exhibit 3.60 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.64 Form of Articles of Incorporation for HQZ Acquisitions, Inc.
and The Silverman Building Companies, Inc. is hereby
incorporated by reference to Exhibit 3.61 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.65 Form of Articles of Incorporation for Silverman Development
Company, Inc. (currently Toll Development Company, Inc.), SH
Homes Corporation and SI Investment Corporation is hereby
incorporated by reference to Exhibit 3.62 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.66 Form of Articles of Incorporation for Polekoff Farm, Inc.,
Toll Bros., Inc., Toll Real Estate, Inc., Toll Land Corp. No.
6 and Windsor Development Corp. is hereby incorporated by
reference to Exhibit 3.63 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.67 Form of Bylaws for Polekoff Farm, Inc., Toll Bros., Inc., Toll
Land Corp. No. 6 and Windsor Development Corp. is hereby
incorporated by reference to Exhibit 3.64 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.68 Form of Certificate of Incorporation for Toll Realty Holdings
Corp. I, Toll Realty Holdings Corp. II and Toll Realty
Holdings Corp. III is hereby incorporated by reference to
Exhibit 3.65 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.69 Form of Bylaws for Toll Realty Holdings Corp. I, Toll Realty
Holdings Corp. II and Toll Realty Holdings Corp. III is hereby
incorporated by reference to Exhibit 3.66 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.70 Form of Operating Agreement for Brier Creek Country Club I LLC
and Brier Creek Country Club II LLC is hereby incorporated by
reference to Exhibit 3.67 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.71 Form of Operating Agreement for Belmont Country Club I LLC,
Belmont Country Club II LLC, Dominion Valley Country Club I,
LLC and Dominion Valley Country Club II, LLC is hereby
incorporated by reference to Exhibit 3.68 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.72 Form of Operating Agreement for Golf I Country Club Estates at
Moorpark LLC and Golf II Country Club Estates at Moorpark LLC
is hereby incorporated by reference to Exhibit 3.69 of
Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.73 Second Restated Certificate of Incorporation for Toll
Brothers, Inc. dated September 8, 2005 is hereby incorporated
by reference to Exhibit 3.1 of the Toll Brothers Inc. Form
10-Q for the quarter ended July 31, 2005 filed with the
Securities and Exchange Commission on September 8, 2005.

3.74 Limited Liability Company Agreement for First Brandywine LLC
IV is hereby incorporated by reference to Exhibit 3.119 of the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on April 16, 2004.

3.75 Articles of Organization for Toll Glastonbury LLC is hereby
incorporated by reference to Exhibit 3.120 of the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on April 16,
2004.

3.76 Certificate of Amendment to the Articles of Incorporation
for Silverman Development Company, Inc. (currently Toll
Development Company, Inc.) is hereby incorporated by reference
to Exhibit 3.121 of the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on April 16,, 2004.

3.77 Limited Partnership Amendment to Certificate for Edmunds-Toll
Limited Partnership (currently Toll Brothers AZ Limited
Partnership) is hereby incorporated by reference to Exhibit
3.122 of the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on April 16,, 2004.

3.78 Amended and Restated Bylaws for Toll Brothers, Inc., are
hereby incorporated by reference to Exhibit 3 of Toll
Brothers, Inc.'s Current Report on Form 8-K dated March 28,
2003.

3.79 Certificate of Limited Partnership for Edmunds-Toll Limited
Partnership (currently Toll Brothers AZ Limited Partnership)
is hereby incorporated by reference to Exhibit 3.76 of
Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.80 Articles of Incorporation for Toll YL, Inc. is hereby
incorporated by reference to Exhibit 3.77 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.81 Amended and Restated Certificate of Incorporation for First
Brandywine Finance Corp. is hereby incorporated by reference
to Exhibit 3.78 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.82 Agreement of Limited Partnership for First Brandywine
Partners, L.P. is hereby incorporated by reference to Exhibit
3.79 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.83 Form of Limited Liability Company Agreement for Toll DE X,
L.L.C. and Toll DE X II, L.L.C. is hereby incorporated by
reference to Exhibit 3.80 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.84 Bylaws for Toll Philmont Corporation is hereby incorporated by
reference to Exhibit 3.81 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.85 Articles of Incorporation for Frenchman's Reserve Country
Club, Inc. is hereby incorporated by reference to Exhibit 3.82
of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.86 Bylaws for Frenchman's Club Reserve Country Club, Inc. is
hereby incorporated by reference to Exhibit 3.83 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.87 Amended and Restated Articles of Incorporation for Mizner
Country Club, Inc. is hereby incorporated by reference to
Exhibit 3.84 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.88 Bylaws for Mizner Country Club, Inc. is hereby incorporated by
reference to Exhibit 3.85 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.89 Articles of Organization for Naples Lakes Country Club, L.L.C.
is hereby incorporated by reference to Exhibit 3.86 of
Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.90 Operating Agreement for Naples Lakes Country Club, L.L.C. is
hereby incorporated by reference to Exhibit 3.87 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.91 Articles of Organization for Naples TBI Realty, LLC is hereby
incorporated by reference to Exhibit 3.88 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.92 Articles of Incorporation for Toll FL GP Corp. is hereby
incorporated by reference to Exhibit 3.89 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.93 Articles of Amendment for Feys Property LLC is hereby
incorporated by reference to Exhibit 3.90 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.94 Bylaws for Toll Peppertree, Inc. is hereby incorporated by
reference to Exhibit 3.91 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.95 Limited Partnership Certificate for Rose Hollow Crossing
Associates is hereby incorporated by reference to Exhibit 3.92
of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.96 Limited Partnership Agreement for Rose Hollow Crossing
Associates is hereby incorporated by reference to Exhibit 3.93
of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.97 Bylaws for Toll Brothers Real Estate, Inc. is hereby
incorporated by reference to Exhibit 3.94 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.98 Partnership Agreement for Toll Naval Associates is hereby
incorporated by reference to Exhibit 3.95 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.99 Bylaws for Toll PA GP Corp. is hereby incorporated by
reference to Exhibit 3.96 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.100 Form of Articles of Organization for Guarantors organized in
the State of Connecticut is hereby incorporated by reference
to Exhibit 3.97 of the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on October 10, 2003.

3.101 Form of Articles of Incorporation for Guarantors incorporated
in the State of Minnesota is hereby incorporated by reference
to Exhibit 3.98 of the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on October 10, 2003.

3.102 Form of Certificate of Limited Partnership for Guarantors
organized in the State of Minnesota is hereby incorporated by
reference to Exhibit 3.99 of the Registration Statement on
Form S-4, filed with the Securities and Exchange Commission by
Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on October 10, 2003.

3.103 Form of Certificate of Incorporation for Guarantors
incorporated in the State of New Jersey is hereby incorporated
by reference to Exhibit 3.100 of the Registration Statement on
Form S-4, filed with the Securities and Exchange Commission by
Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on October 10, 2003.

3.104 Form of Articles of Organization for Guarantors organized in
the State of New York is hereby incorporated by reference to
Exhibit 3.101 of the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on October 10, 2003.

3.105* Form of Public Records Filing for New Business Entity for
Guarantors set forth on Exhibit A thereto.

3.106* Form of Certificate of Limited Partnership for Guarantors
organized in the State of Rhode Island.

3.107 Articles of Incorporation for Mountain View Country Club, Inc.
is hereby incorporated by reference to Exhibit 3.103 of the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on October 10, 2003.

3.108 Bylaws for Mountain View Country Club, Inc. is hereby
incorporated by reference to Exhibit 3.104 of the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on
October 10, 2003.

3.109 Form of Limited Liability Company Agreement for First
Brandywine LLC III and First Brandywine LLC IV is hereby
incorporated by reference to Exhibit 3.105 of the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on October
10, 2003.

3.110 Certificate of Incorporation of First Brandywine Investment
Corp. IV. is hereby incorporated by reference to Exhibit 3.107
of the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on April 16, 2004.

3.111 Bylaws for First Brandywine Investment Corp. IV. is hereby
incorporated by reference to Exhibit 3.108 of the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on April 16,
2004.

3.112 Limited Liability Company Agreement for First Brandywine LLC
III is hereby incorporated by reference to Exhibit 3.109 of
the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on April 16, 2004.

3.113 Articles of Incorporation for Toll FL GP Corp. is hereby
incorporated by reference to Exhibit 3.110 of the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on April 16,
2004.

3.114 Articles of Organization for Toll MD I, L.L.C. is hereby
incorporated by reference to Exhibit 3.111 of the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on
April 16, 2004.

3.115 Public Record Filing For New Business Entity for Toll Cliffs
LP (currently Toll Cliffs Urban Renewal Company LP) is hereby
incorporated by reference to Exhibit 3.112 of the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on April 16,
2004.

3.116 Certificate of First Amendment to the Certificate of Limited
Partnership for Toll Cliffs LP (currently Toll Cliffs Urban
Renewal Company LP) is hereby incorporated by reference to
Exhibit 3.113 of the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on April 16, 2004.

3.117 Amended and Restated Limited Partnership Agreement for Toll
Hudson LP is hereby incorporated by reference to Exhibit 3.114
of the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on April 16, 2004.

3.118 Certificate of Incorporation for Toll NJ Builder Corp. is
hereby incorporated by reference to Exhibit 3.117 of the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on April 16, 2004.

3.119 Articles of Incorporation for Toll MD Builder Corp. is hereby
incorporated by reference to Exhibit 3.118 of the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on April 16,
2004.

3.120* Certificate of Formation of 700 Grove Street Urban Renewal
LLC.

3.121* Form of Amended and Restated Limited Liability Company
Operating Agreement of 700 Grove Street Urban Renewal LLC.

4.1 Indenture dated as of November 22, 2002 between Toll Brothers
Finance Corp., as issuer, Toll Brothers, Inc. as guarantor,
and Bank One Trust Company, as Trustee, including form of
guarantee, is hereby incorporated by reference to Exhibit 4.1
of the Toll Brothers, Inc.'s Form 8-K filed with the
Securities and Exchange Commission on November 27, 2002.

4.2 Authorizing Resolutions relating to the $300,000,000 principal
amount of 5.155% Senior Notes of Toll Brothers Finance Corp.
due 2015, guaranteed on a senior basis by the Toll Brothers,
Inc. and other subsidiaries of Toll Brothers, Inc. is hereby
incorporated by reference to Exhibit 4.1 of Toll Brothers
Inc.'s Form 8-K filed with the Securities and Exchange
Commission on June 8, 2005.

4.3 Registration Rights Agreement dated as of June 3, 2005 by and
among Toll Brothers Finance Corp. and Toll Brothers, Inc. and
Citigroup Global Markets Inc. and each of the Initial
Purchasers named on Schedule A attached thereto is hereby
incorporated by Reference to Exhibit 4.2 of Toll Brothers,
Inc.'s Form 8-K filed with the Securities and Exchange
Commission on April 1, 2004.

4.4 First Supplemental Indenture dated as of May 1, 2003 by and
among the parties listed on Exhibit A thereto and Bank One
Trust Company, National Association, as Trustee, is hereby
incorporated by reference to Exhibit 4.4 of Amendment No. 1 to
the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

4.5 Second Supplemental Indenture dated as of November 3, 2003 by
and among the parties listed on Schedule A thereto and Bank
One Trust Company, National Association, as Trustee is hereby
incorporated by reference to Exhibit 4.5 of the Registrant's
Registration Statement on Form S-4/A filed with the Securities
and Exchange Commission on November 5, 2003, File Nos.
333-103931, 333-103931-01, 333-103931-02, 333-103931-03 and
333-103931-04.

4.6 Third Supplemental Indenture dated as of January 26, 2004 by
and among the parties listed on Schedule A thereto and J.P.
Morgan Trust Company, National Association, as successor to
Bank One Trust Company, N.A., as trustee, is hereby
incorporated by reference to Exhibit 4.1 of the Registrant's
Form 10-Q for the quarter ended January 31, 2004 filed with
the Securities and Exchange Commission on March 15, 2004.

4.7 Fourth Supplemental Indenture dated as of March 1, 2004 by and
among the parties listed on Schedule A thereto and J.P. Morgan
Trust Company, National Association, as successor to Bank One
Trust Company, N.A., as trustee, is hereby incorporated by
reference to Exhibit 4.2 of the Registrant's Form 10-Q for the
quarter ended January 31, 2004 filed with the Securities and
Exchange Commission on March 15, 2004.

4.8 Fifth Supplemental Indenture dated as of September 20, 2004 by
and among the parties listed on Schedule A thereto and J.P.
Morgan Trust Company, National Association, as successor to
Bank One Trust Company, N.A., as trustee, is hereby
incorporated by reference to Exhibit 4.9 of the Registrant's
Form 10-K for the year ended October 31, 2004 filed with the
Securities and Exchange Commission on January 13, 2005.

4.9 Sixth Supplemental Indenture dated as of October 28, 2004 by
and among the parties listed on Schedule A thereto and J.P.
Morgan Trust Company, National Association, as successor to
Bank One Trust Company, N.A., as trustee, is hereby
incorporated by reference to Exhibit 4.10 of the Registrant's
Form 10-K for the year ended October 31, 2004 filed with the
Securities and Exchange Commission on January 13, 2005.

4.10 Seventh Supplemental Indenture dated as of October 31, 2004 by
and among the parties listed on Schedule A thereto and J.P.
Morgan Trust Company, National Association, as successor to
Bank One Trust Company, N.A., as trustee, is hereby
incorporated by reference to Exhibit 4.11 of the Registrant's
Form 10-K for the year ended October 31, 2004 filed with the
Securities and Exchange Commission on January 13, 2005.

4.11 Eighth Supplemental Indenture dated as of January 31, 2005 by
and among the parties listed on Schedule A thereto and J.P.
Morgan Trust Company, National Association, as successor to
Bank One Trust Company, N.A., as trustee, is hereby
incorporated by reference to Exhibit 4.1 of the Registrant's
Form 10-Q for the quarter ended April 30, 2005 filed with the
Securities and Exchange Commission on June 9, 2005.

4.12 Ninth Supplemental Indenture dated as of June 6, 2005 by and
among the parties listed on Schedule A thereto and J.P. Morgan
Trust Company, National Association, as successor to Bank One
Trust Company, N.A., as trustee, is hereby incorporated by
reference to Exhibit 4.1 of the Registrant's Form 10-Q for the
quarter ended July 31, 2005 filed with the Securities and
Exchange Commission on September 8, 2005.

4.13* Tenth Supplemental Indenture dated as of August 1, 2005 by and
among the parties listed on Schedule A thereto and J.P. Morgan
Trust Company, National Association, as successor to Bank One
Trust Company, N.A., as trustee

5.1** Form of Opinion of Wolf, Block, Schorr and Solis-Cohen LLP,
Philadelphia, Pennsylvania.

5.2** Form of Opinion of Don H. Liu, Esquire, Senior Vice President
and General Counsel of Toll Brothers, Inc.

10.1 Amended and Restated Credit Agreement by and among First
Huntingdon Finance Corp., Toll Brothers, Inc. and the lenders
which are parties thereto dated July 15, 2004, is hereby
incorporated by reference to Exhibit 10.1 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended July 31, 2004.

12* Statement Regarding Computation of Ratio of Earnings to Fixed
Charges.

21 Subsidiaries of Toll Brothers, Inc. is hereby incorporated by
reference to Exhibit 21 of Toll Brothers, Inc.'s Form 10-K for
the year ended October 31, 2004.

23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included
as part of Exhibit 5.1).

23.2 Consent of Don H. Liu, Esquire (included as part of
Exhibit 5.2).

23.3* Consent of Independent Public Accounting Firm.

24* Power of Attorney (included in signature pages hereto).

25* Statement of Eligibility and Qualification on Form T-1 of
J.P. Morgan Trust Company, National Association, as successor
to Bank One Trust Company, N.A., as trustee of the
5.15% Senior Notes Due 2015 of Toll Brothers Finance Corp.

99.1* Form of Letter of Transmittal.

99.2* Form of Notice of Guaranteed Delivery.

99.3* Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.

99.4* Form of Letter to DTC Participants.

99.5* Form of Letter to Beneficial Holders.

99.6* Form of Exchange Agent Agreement.

*Filed herewith
**This exhibit, as signed, will be filed by pre-effective amendment.

++Where a jurisdiction is specified for a form of organizational or governing
document, such form is the document that is used, in substantially similar
form, by each of the Guarantors of corresponding entity type that is organized
in that jurisdiction, except with respect to any Guarantor for which that
Guarantor's actual organizational/governing documents, or forms of such
documents specifically identified as applicable to such Guarantor, are filed
herewith.

Item 22. Undertakings.

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to item 4, 10(b), 11 or 13 of this Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of this registration statement through the date responding to the request;

(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective;

(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being registered, the registrants will, unless
in the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(7) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll
Brothers Finance Corp. has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Horsham, Commonwealth of Pennsylvania, on September 29, 2005.

TOLL BROTHERS FINANCE CORP.

By: Zvi Barzilay
--------------------------------------
Zvi Barzilay,
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Don
H. Liu, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and
severally, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same with all exhibits thereto, and
other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- ---------- -----

Robert I. Toll Director
- --------------------------------------
Robert I. Toll

President, Chief Operating Officer,
Zvi Barzilay Assistant Secretary and Director
- -------------------------------------- (Principal Executive Officer)
Zvi Barzilay

Executive Vice President, Treasurer,
Joel H. Rassman Chief Financial Officer, Assistant
- -------------------------------------- Secretary and Director (Principal
Joel H. Rassman Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer, and Assistant Secretary
Joseph R. Sicree (Principal Accounting Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll
Brothers, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Horsham, Commonwealth of Pennsylvania, on September 29, 2005.

TOLL BROTHERS, INC.

By: Robert I. Toll
---------------------------------
Robert I. Toll,
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

Chairman of the Board, Chief
Robert I. Toll Executive Officer and Director
- -------------------------------------- (Principal Executive Officer)
Robert I. Toll

Vice Chairman of the Board and
Bruce E. Toll Director
- --------------------------------------
Bruce E. Toll

President, Chief Operating Officer and
Zvi Barzilay Director
- --------------------------------------
Zvi Barzilay

Robert S. Blank Director
- --------------------------------------
Robert S. Blank

Edward G. Boehne Director
- ----------------------------------------
Edward G. Boehne

Richard J. Braemer Director
- ----------------------------------------
Richard J. Braemer

Roger S. Hillas Director
- ----------------------------------------
Roger S. Hillas

Carl B. Marbach Director
- ----------------------------------------
Carl B. Marbach

Stephen A. Novick Director
- ----------------------------------------
Stephen A. Novick

Executive Vice President, Treasurer,
Joel H. Rassman Chief Financial Officer and
- ---------------------------------------- Director (Principal Financial
Joel H. Rassman Officer)

Paul E. Shapiro Director
- ----------------------------------------
Paul E. Shapiro

Joseph R. Sicree Vice President and Chief Accounting
- ---------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule I of Additional Registrants, has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule I of
Additional Registrants)

By: Zvi Barzilay
---------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule I of Additional Registrants
that is a corporation or limited
liability company and President of the
corporate general partner or limited
liability company general partner of
each Registrant listed on Schedule I of
Additional Registrants that is a
limited partnership.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on September 29, 2005.

*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule I of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- ---------- -----

Director (as to corporate
Robert I. Toll Registrants)/Manager (as to
- --------------------------------------- limited liability company
Robert I. Toll Registrants)

President, Chief Operating Officer,
Zvi Barzilay Assistant Secretary and Director
- --------------------------------------- as to corporate Registrants)/
Zvi Barzilay Manager (as to limited liability
company Registrants)(Principal
Executive Officer)

Executive Vice President, Treasurer,
Joel H. Rassman Chief Financial Officer, Assistant
- --------------------------------------- Secretary and Director (as to
Joel H. Rassman corporate Registrants)/Manager (as to
limited liability company Registrants)
(Principal Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- --------------------------------------- Officer, and Assistant Secretary
Joseph R, Sicree (Principal Accounting Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule II of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule II of
Additional Registrants)

By: Zvi Barzilay
---------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule II of Additional Registrants
that is a corporation and President of
the corporate general partner of each
Registrant listed on Schedule II of
Additional Registrants that is a limited
partnership.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on September 29, 2005.

*Except as otherwise provided herein, each of the following persons
holds each of the positions listed next to his/her name for each Registrant
listed on Schedule II of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- ---------- -----

Robert I. Toll Director
- ---------------------------------------
Robert I. Toll

Zvi Barzilay President, Chief Operating Officer,
- --------------------------------------- Assistant Secretary and Director
Zvi Barzilay

Joel H. Rassman Executive Vice President, Treasurer,
- --------------------------------------- Chief Financial Officer, Assistant
Joel H. Rassman Secretary and Director

Douglas C. Yearley, Jr. Director
- ---------------------------------------
Douglas C. Yearley, Jr.

Joseph R. Sicree Vice President, Chief Accounting
- --------------------------------------- Officer, and Assistant Secretary
Joseph R. Sicree (Principal Accounting Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule III of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule III of
Additional Registrants)

By: Michael Donnelly
-------------------------------------
Michael Donnelly,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

Michael Donnelly President and Manager
- ----------------------------------- (Principal Executive Officer)
Michael Donnelly

Ronald Blum Manager
- -----------------------------------
Ronald Blum

Joel H. Rassman Executive Vice President
- ------------------------------------- and Chief Financial Officer
Joel H. Rassman (Principal Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer Principal Accounting
Joseph R. Sicree (Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule IV of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of New Castle, State of
Delaware, on September 29, 2005.

Registrants (As Listed on Schedule IV of
Additional Registrants)

By: Donald R. McLamb, Jr.
-------------------------------------
Donald R. McLamb, Jr., President of each
Registrant listed on Schedule IV of
Additional Registrants that are
corporations and President of the Manager
of each Registrant listed on Schedule IV
of Additional Registrants that is a
Limited Liability Company

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on September 29, 2005.

*Except as otherwise provided herein, each of the following persons
holds each of the positions listed next to his/her name for each Registrant
listed on Schedule IV of Additional Registrants. Where the Registrant is a
limited liability company, this registration statement has been signed by the
following persons on behalf of such entities' corporate manager in the
capacities indicated.

Signature Title
- --------- -----

President, Treasurer and Director
Donald R. McLamb, Jr. (as to corporate Registrants)/
- -------------------------------------- Manager (as to limited liability
Donald R. McLamb, Jr. company Registrants) (Principal
Executive Officer)

Vice President and Director (as to
Joel H. Rassman corporate Registrants)/Manager (as
- -------------------------------------- to limited liability company
Joel H. Rassman Registrants) (Principal Financial
Officer) (Principal Accounting Officer)

Ann DiFiore Director (as to corporate Registrants)
- -------------------------------------- /Manager (as to limited liability
Ann DiFiore company Registrants)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule V of Additional Registrants, has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of New Castle, State of
Delaware, on September 29, 2005.

Registrants (As Listed on Schedule V of
Additional Registrants)

By: Donald R. McLamb, Jr.
-------------------------------------
Donald R. McLamb, Jr., President of
each Registrant listed on Schedule
V of Additional Registrants that are
corporations or limited liability
companies and President of the
corporate general partner of each
Registrant listed on Schedule V of
Additional Registrants that are
limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on September 29, 2005.

*Except as otherwise provided herein, each of the following persons
holds each of the positions listed next to his/her name for each Registrant
listed on Schedule V of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated. Where the Registrant is a limited liability company, this
registration statement has been signed by the following persons on behalf of
such entities' corporate manager in the capacities indicated.

Signature Title
- --------- -----

Joel H. Rassman Vice President and Director (as to
- -------------------------------------- corporate Registrants)/Manager (as to
Joel H. Rassman limited liability company Registrants)
(Principal Financial Officer)
(Principal Accounting Officer)

Gordon W. Stewart Secretary and Director (as to
- -------------------------------------- corporate Registrants)/Manager (as to
Gordon W. Stewart limited liability company Registrants)

Assistant Secretary and Director
Mark J. Warshauer (as to corporate Registrants)/Manager
- -------------------------------------- (as to limited liability company
Mark J. Warshauer Registrants)

Ann DiFiore Director (as to corporate Registrants)
- -------------------------------------- /Manager (as to limited liability
Ann DiFiore company Registrants)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VI of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of New Castle, State of
Delaware, on September 29, 2005.

Registrants (As Listed on Schedule VI
of Additional Registrants)

By: Donald R. McLamb, Jr.
-------------------------------------------
Donald R. McLamb, Jr.,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on September 29, 2005.

*Except as otherwise provided herein, each of the following persons
holds each of the positions listed next to his/her name for each Registrant
listed on Schedule VI of Additional Registrants. Where the Registrant is a
limited liability company, this registration statement has been signed by the
following persons on behalf of such entities' corporate manager in the
capacities indicated.

Signature Title
- --------- -----

Donald R. McLamb, Jr. President, Treasurer and Director
- ---------------------------------------- (Principal Executive Officer)
Donald R. McLamb, Jr.

Joel H. Rassman Executive Vice President and
- ---------------------------------------- Director (Principal Financial
Joel H. Rassman Officer) (Principal Accounting
Officer)

Joseph R. DeSanto Vice President and Director
--------------------------------------
Joseph R. DeSanto

Ann DiFiore Director
- --------------------------------------
Ann DiFiore

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VII of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule VII
of Additional Registrants)

By: Ann DiFiore
-------------------------------------------
Ann DiFiore,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on September 29, 2005.

*Except as otherwise provided herein, each of the following persons
holds each of the positions listed next to his/her name for each Registrant
listed on Schedule VII of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated. Where the Registrant is a limited liability company, this
registration statement has been signed by the following persons on behalf of
such entities' corporate manager in the capacities indicated.

Signature Title
- --------- -----

Ann DiFiore President, Treasurer and Director
- ---------------------------------------- (Principal Executive Officer)
Ann DiFiore

Joel H. Rassman Executive Vice President and
- ---------------------------------------- Director (Principal Financial
Joel H. Rassman Officer) (Principal Accounting
Officer)

Joseph R. DeSanto Director
- --------------------------------------
Joseph R. DeSanto

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VIII of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule VIII
of Additional Registrants)

By: James Smith
------------------------------------------
James Smith,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

James Smith Manager (Principal Executive Officer)
- -------------------------------------
James Smith

Neil Schechter Manager
- -------------------------------------
Neil Schechter

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule IX of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule IX
of Additional Registrants)

By: Michael Donnelly
------------------------------------------
Michael Donnelly,
President of each Registrant listed on
Schedule IX of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

Michael Donnelly President and Director (as to
- ------------------------------------- corporate Registrants)/Manager (as
Michael Donnelly to limited liability company
Registrants) (Principal Executive
Officer)

David H. Richey Director (as to corporate Registrants)
- --------------------------------------- /Manager (as to limited liability
David H. Richey company Registrants)

Mitchell P. Laskowitz Director (as to corporate Registrants)
- --------------------------------------- /Manager (as to limited liability
Mitchell P. Laskowitz company Registrants)

Jeffrey A. Bartos Director (as to corporate Registrants)
- --------------------------------------- /Manager (as to limited liability
Jeffrey A. Bartos company Registrants

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule X of Additional Registrants, has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule X
of Additional Registrants)

By: Mitchell P. Laskowitz
------------------------------------------
Mitchell P. Laskowitz,
President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

Mitchell P. Laskowitz President and Manager (Principal
- ------------------------------------- Executive Officer)
Mitchell P. Laskowitz

David H. Richey Manager
- -------------------------------------
David H. Richey

Jeffrey A. Bartos Manager
- -------------------------------------
Jeffrey A. Bartos

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XI of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule XI
of Additional Registrants)

By: James W. Boyd
------------------------------------------
James W. Boyd,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----
James W. Boyd, President (Principal Executive
- ------------------------------------- Officer)
James W. Boyd

David H. Richey Manager
- -------------------------------------
David H. Richey

Mitchell P. Laskowitz Manager
- -------------------------------------
Mitchell P. Laskowitz

Jeffrey A. Bartos Manager
- -------------------------------------
Jeffrey A. Bartos

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XII of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule XII
of Additional Registrants)

By: James A. Smith
------------------------------------------
James A. Smith,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----
James A. Smith President (Principal Executive
- ------------------------------------- Officer)
James A. Smith

David H. Richey Manager
- -------------------------------------
David H. Richey

Mitchell P. Laskowitz Manager
- -------------------------------------
Mitchell P. Laskowitz

Jeffrey A. Bartos Manager
- -------------------------------------
Jeffrey A. Bartos

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XIII of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule XIII
of Additional Registrants)

By: Thomas A. Anhut
------------------------------------------
Thomas A. Anhut,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----
Thomas A. Anhut President (Principal Executive
- ------------------------------------- Officer)
Thomas A. Anhut

David H. Richey Manager
- -------------------------------------
David H. Richey

Mitchell P. Laskowitz Manager
- -------------------------------------
Mitchell P. Laskowitz

Jeffrey A. Bartos Manager
- -------------------------------------
Jeffrey A. Bartos

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XIV of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule XIV
of Additional Registrants)

By: Robert L. Craig
------------------------------------------
Robert L. Craig,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----
Robert L. Craig President (Principal Executive
- ------------------------------------- Officer)
Robert L. Craig

David H. Richey Manager
- -------------------------------------
David H. Richey

Mitchell P. Laskowitz Manager
- -------------------------------------
Mitchell P. Laskowitz

Jeffrey A. Bartos Manager
- -------------------------------------
Jeffrey A. Bartos

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XV of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule XV
of Additional Registrants)

By: Thomas G. Gestite
---------------------------------------
Thomas G. Gestite,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

Thomas G. Gestite Manager (Principal Executive Officer)
- -------------------------------------
Thomas G. Gestite

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVI of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on Schedule XVI
of Additional Registrants)

By: William Reilly
---------------------------------------
William Reilly,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

William Reilly Manager (Principal Executive Officer)
- ---------------------------------
William Reilly

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal
Joel H. Rassman Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVII of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on the Schedule XVII of
Additional Registrants)

By: Wayne S. Patterson
----------------------------------------------------
Wayne S. Patterson,
President of each Registrant listed on Schedule XVII
of Additional Registrants that are corporations and
President of the corporate general partner of each
Registrant listed on Schedule XVII of Additional
Registrants that are limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on September 29, 2005.

*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule XVII of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- --------- -----

Wayne S. Patterson President and Director
- ------------------------------------- (Principal Executive Officer)
Wayne S. Patterson

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVIII of Additional Registrants,
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Registrants (As Listed on the Schedule XVIII
of Additional Registrants)

By: Wayne S. Patterson
---------------------------------------
Wayne S. Patterson,
President of each Registrant listed on
Schedule XVIII of Additional Registrants
that is a corporation and President of
the corporate general partner of each
Registrant listed on Schedule XVIII of
Additional Registrants that is a limited
partnership (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on September 29, 2005.

*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule XVIII of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- ---------- -----
Wayne S. Patterson President (Principal Executive
- --------------------------------------- Officer)
Wayne S. Patterson

Robert I. Toll Director
- ---------------------------------------
Robert I. Toll

Zvi Barzilay Director
- ---------------------------------------
Zvi Barzilay

Executive Vice President, Treasurer,
Joel H. Rassman Chief Financial Officer, Assistant
- --------------------------------------- Secretary and Director (Principal
Joel H. Rassman Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- --------------------------------------- Officer, and Assistant Secretary
Joseph R. Sicree (Principal Accounting Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, CWG
Construction Company LLC has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Township of Horsham, Commonwealth of Pennsylvania, on September 29, 2005.

CWG CONSTRUCTION COMPANY LLC

By: Benjamin D. Jogodnik
--------------------------------------
Benjamin D. Jogodnik,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- ---------- -----
Benjamin D. Jogodnik President (Principal Executive
- -------------------------------------- Officer)
Benjamin D. Jogodnik

Robert I. Toll Manager
- --------------------------------------
Robert I. Toll

Zvi Barzilay Manager and Assistant Secretary
- --------------------------------------
Zvi Barzilay
Executive Vice President, Treasurer,
Joel H. Rassman Chief Financial Officer, Assistant
- -------------------------------------- Secretary and Manager (Principal
Joel H. Rassman Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer, and Assistant Secretary
Joseph R. Sicree (Principal Accounting Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Mountain
View Country Club, Inc. has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Horsham, Commonwealth of Pennsylvania, on September 29, 2005.

MOUNTAIN VIEW COUNTRY CLUB, INC.

By: Gary Lemon
--------------------------------------
Gary Lemon,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- ---------- -----
Gary Lemon President (Principal Executive
- ------------------------------------- Officer)
Gary Lemon

David H. Richey Director
- -------------------------------------
David H. Richey

Mitchell P. Laskowitz Director
- -------------------------------------
Mitchell P. Laskowitz

Jeffrey A. Bartos Director
- -------------------------------------
Jeffrey A. Bartos

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Hawthorne
Woods Country Club II L.L.C. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Township of Horsham, Commonwealth of Pennsylvania, on September 29, 2005.

HAWTHORNE WOODS COUNTRY CLUB II L.L.C.

By: Andrew W. Stern
--------------------------------------
Andrew W. Stern,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- ---------- -----
Andrew W. Stern President (Principal Executive
- -------------------------------------- Officer)
Andrew W. Stern

David H. Richey Manager
- -------------------------------------
David H. Richey

Mitchell P. Laskowitz Manager
- -------------------------------------
Mitchell P. Laskowitz

Jeffrey A. Bartos Manager
- -------------------------------------
Jeffrey A. Bartos

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Naples
Lakes Country Club, L.L.C. has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Township of Horsham, Commonwealth of Pennsylvania, on September 29 , 2005.

NAPLES LAKES COUNTRY CLUB, L.L.C.

By: David H. Richey
--------------------------------------
David H. Richey,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- ---------- -----

David H. Richey Manager (Principal Executive Officer)
- -------------------------------------
David H. Richey

Mitchell P. Laskowitz Manager
- -------------------------------------
Mitchell P. Laskowitz

Jeffrey A. Bartos Manager
- -------------------------------------
Jeffrey A. Bartos

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal Financial
Joel H. Rassman Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, C.B.A.Z.
Construction Company LLC has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Horsham, Commonwealth of Pennsylvania, on September 29, 2005.

C.B.A.Z. Construction Company LLC

By: Wayne S. Patterson
----------------------------------
Wayne S. Patterson,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

Wayne S. Patterson President and Manager (Principal
- --------------------------------------- Executive Officer)
Wayne S. Patterson

Richard T. Hartman Manager
- ---------------------------------------
Richard T. Hartman

Charles W. Bowie Manager and Secretary,
- --------------------------------------- Accounting Officer)
Charles W. Bowie

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal
Joel H. Rassman Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Naples TBI
Realty, LLC has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of Horsham,
Commonwealth of Pennsylvania, on September 29, 2005.

Naples TBI Realty, LLC

By: James Manners
----------------------------------------
James Manners,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

James Manners
- --------------------------------- President and Manager
James Manners (Principal Executive Officer)

David E. Torres Manager
- ---------------------------------
David E. Torres

Carol M. Mumford Manager and Secretary
- ---------------------------------
Carol M. Mumford

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal
Joel H. Rassman Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Realty
L.L.C. has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth
of Pennsylvania, on September 29, 2005.

Toll Realty L.L.C.

By: Kenneth Thirtyacre
-----------------------
Kenneth Thirtyacre,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----
Kenneth Thirtyacre President (Principal Executive
- ------------------------------------- Officer)
Kenneth Thirtyacre

Brian Loftus Manager
- -------------------------------------
Brian Loftus

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal
Joel H. Rassman Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, South
Riding Realty LLC has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Horsham, Commonwealth of Pennsylvania, on September 29, 2005.

South Riding Realty LLC

By: William Gilligan
------------------------------------------
William Gilligan,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

William Gilligan President and Manager
- --------------------------------- (Principal Executive Officer)
William Gilligan

John Harris Manager
- ---------------------------------
John Harris

John Tsitos Manager
- ---------------------------------
John Tsitos

Joel H. Rassman Executive Vice President and Chief
- ------------------------------------- Financial Officer (Principal
Joel H. Rassman Financial Officer)

Joseph R. Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph R. Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, SRH
Investments I LLC has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Horsham, Commonwealth of Pennsylvania, on September 29, 2005.

SRH Investments I LLC

By: Jon Paynter
----------------------------------------
Jon Paynter,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

Jon Paynter Manager (Principal Executive Officer)
- ---------------------------------------
Jon Paynter

Steve Stone Manager
- ---------------------------------------
Steve Stone

Joel H. Rassman Executive Vice President
- ------------------------------------- and Chief Financial Officer
Joel H. Rassman (Principal Financial Officer)

Joseph Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph Sicree Officer)

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, SRH
Investments II LLC has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Horsham, Commonwealth of Pennsylvania, on September 29, 2005.

SRH Investments II LLC

By: Jon Paynter
----------------------------------------
Jon Paynter,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 29, 2005.

Signature Title
- --------- -----

Jon Paynter Manager (Principal Executive Officer)
- ---------------------------------------
Jon Paynter

Joel H. Rassman Executive Vice President
- ------------------------------------- and Chief Financial Officer
Joel H. Rassman (Principal Financial Officer)

Joseph Sicree Vice President, Chief Accounting
- -------------------------------------- Officer (Principal Accounting
Joseph Sicree Officer)

SCHEDULE I OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Toll Holdings, Inc.

51 N. 8TH Street LP.

Amwell Chase, Inc.

Brentwood Investments I, Inc

Bunker Hill Estates, Inc.

Chesterbrooke, Inc.

Connecticut Land Corp

Daylesford Development Corp.

Eastern States Engineering, Inc.

Fairway Valley, Inc.

First Huntingdon Finance Corp.

Franklin Farms G.P., Inc.

MA Limited Land Corporation

Maple Point, Inc.

Maryland Limited Land Corporation

Polekoff Farm, Inc.

Springfield Chase, Inc.

Stewarts Crossing, Inc.

Tenby Hunt, Inc.

Toll AZ GP Corp.

Toll Bros., Inc. (Pennsylvania)

Toll Bros., Inc. (Delaware)

Toll Bros., Inc. (Texas)

Toll Bros. of Arizona, Inc.

Toll Bros. of North Carolina, Inc.

Toll Bros. of North Carolina II, Inc.

Toll Bros. of North Carolina III, Inc.

Toll Brothers AZ Construction Company

Toll Brothers Real Estate, Inc.

Toll CA GP Corp.

Toll CO GP Corp.

Toll Corp.

Toll Finance Corp.

Toll FL GP Corp.

Toll IL GP Corp.

Toll Land Corp. No. 6

Toll Land Corp. No. 10

Toll Land Corp. No. 20

Toll Land Corp. No. 43

Toll Land Corp. No. 45

Toll Land Corp. No. 46

Toll Land Corp. No. 47

Toll Land Corp. No. 48

Toll Land Corp. No. 49

Toll Land Corp. No. 50

Toll Land Corp. No. 51

Toll Land Corp. No. 52

Toll Land Corp. No. 53

Toll Land Corp. No. 55

Toll Land Corp. No. 56

Toll Land Corp. No. 58

Toll Land Corp. No. 59

Toll Land Corp. No. 60

Toll MD Builder Corp.

Toll MN GP Corp.

Toll Management AZ Corp.

Toll Management VA Corp.

Toll Manhattan I, Inc.

Toll NC GP Corp.

Toll NV GP Corp.

Toll OH GP Corp.

Toll PA Builder Corp.

Toll PA GP Corp.

Toll PA II GP Corp.

Toll Peppertree, Inc.

Toll Philmont Corporation

Toll Realty Holdings Corp. I

Toll Realty Holdings Corp. II

Toll RI GP Corp.

Toll SC GP Corp.

Toll TN GP Corp.

Toll TX GP Corp.

Toll VA GP Corp.

Toll Wood Corporation

Toll YL, Inc.

110-112 Third Ave. Realty Corp.

Valley Forge Conservation Holding GP Corp.

Warren Chase, Inc.

Windsor Development Corp.

Afton Chase, L.P.

Audubon Ridge, L.P.

Beaumont Chase, L.P.

Belmont Land, L.P.

Bernards Chase, L.P.

Binks Estates Limited Partnership

The Bird Estate Limited Partnership

Blue Bell Country Club, L.P.

Branchburg Ridge, L.P.

Brass Castle Estates, L.P.

Brentwood Investments, L.P.

Bridle Estates, L.P.

Broad Run Associates, L.P.

Buckingham Woods, L.P.

Bucks County Country Club, L.P.

CC Estates Limited Partnership

Calabasas View, L.P.

Charlestown Hills, L.P.

Chesterbrooke Limited Partnership

Chellis Hill Limited Partnership

Cobblestones at Thornbury, L.P.

Cold Spring Hunt, L.P.

Coleman-Toll Limited Partnership

Concord Chase, L.P.

Cortlandt Chase, L.P.

Dolington Estates, L.P.

Dominion Country Club, L.P.

Eagle Farm Limited Partnership

The Estates at Brooke Manor Limited Partnership

Estates at Coronado Pointe, L.P.

Estates at Princeton Junction, L.P.

Estates at Rivers Edge, L.P.

Estates at San Juan Capistrano, L.P.

The Estates at Summit Chase, L.P.

Fairfax Investment, L.P.

Fairfax Station Hunt, L.P.

Fair Lakes Chase, L.P.

Fairway Mews Limited Partnership

Farmwell Hunt, L.P.

Franklin Oaks Limited Partnership

Great Falls Hunt, L.P.

Great Falls Woods, L.P.

Greens at Waynesborough, L.P.

Greenwich Chase, L.P.

Greenwich Station, L.P.

Hoboken Land LP

Hockessin Chase, L.P.

Holland Ridge, L.P.

Holliston Hunt Limited Partnership

Hopewell Hunt, L.P.

Huckins Farm Limited Partnership

Hunter Mill, L.P.

Hunterdon Chase, L.P.

Hunterdon Ridge, L.P.

Huntington Estates Limited Partnership

Hurley Ridge Limited Partnership

Kensington Woods Limited Partnership

Lakeway Hills Properties, L.P.

Laurel Creek, L.P.

Loudoun Valley Associates, L.P.

Mallard Lakes, L.P.

Manalapan Hunt, L.P.

Mill Road Estates, L.P.

Montgomery Chase, L.P.

Moorestown Hunt, L.P.

Mount Kisco Chase, L.P.

NC Country Club Estates Limited Partnership

Newtown Chase Limited Partnership

Northampton Crest, L.P.

Northampton Preserve, L.P.

Patriots, L.P.

The Preserve at Annapolis Limited Partnership

The Preserve at Boca Raton Limited Partnership

Preston Village Limited Partnership

Princeton Hunt, L.P.

Providence Plantation Limited Partnership

Regency at Dominion Valley, L.P.

River Crossing, L.P.

Rolling Greens, L.P.

Seaside Estates Limited Partnership

Shrewsbury Hunt Limited Partnership

Somers Chase, L.P.

Somerset Development Limited Partnership

Sorrento at Dublin Ranch I LP

Sorrento at Dublin Ranch II LP

Sorrento at Dublin Ranch III LP

South Riding, L.P.

South Riding Amberlea LP

South Riding Partners, L.P.

South Riding Partners Amberlea LP

Southlake Woods, L.P.

Southport Landing Limited Partnership

Springton Pointe, L.P.

Stone Mill Estates, L.P.

Swedesford Chase, L.P.

TBI/Heron Bay Limited Partnership

TBI/Naples Limited Partnership

TBI/Palm Beach Limited Partnership

Toll at Brier Creek Limited Partnership

Toll at Daventry Park, L.P.

Toll at Payne Ranch, L.P.

Toll at Princeton Walk, L.P.

Toll at Westlake, L.P.

Toll at Whippoorwill, L.P.

Toll Brooklyn LP

Toll Bros. of Tennessee, L.P.

Toll Brothers AZ Limited Partnership

Toll Brothers Maryland II Limited Partnership

Toll CA, L.P.

Toll CA II, L.P.

Toll CA III, L.P.

Toll CA IV, L.P.

Toll CA V, L.P.

Toll CA VI, L.P.

Toll CA VII, L.P.

Toll CA VIII, L.P.

Toll Cliffs Urban Renewal Company LP

Toll CO, L.P.

Toll CT Limited Partnership

Toll CT II Limited Partnership

Toll CT Westport Limited Partnership

Toll Costa, L.P.

Toll DE LP

Toll-Dublin, L.P.

Toll East Naples Limited Partnership

Toll Estero Limited Partnership

Toll FL Limited Partnership

Toll FL II Limited Partnership

Toll FL III Limited Partnership

Toll FL IV Limited Partnership

Toll FL V Limited Partnership

Toll FL VI Limited Partnership

Toll Ft. Myers Limited Partnership

Toll Grove LP

Toll Hudson LP

Toll IL, L.P.

Toll IL II, L.P.

Toll IL III, L.P.

Toll IL HWCC, L.P.

Toll IL WSB, L.P.

Toll Jacksonville Limited Partnership

Toll Jupiter Limited Partnership

Toll Land Limited Partnership

Toll Land IV Limited Partnership

Toll Land V Limited Partnership

Toll Land VI Limited Partnership

Toll Land VII Limited Partnership

Toll Land IX Limited Partnership

Toll Land X Limited Partnership

Toll Land XI Limited Partnership

Toll Land XIV Limited Partnership

Toll Land XV Limited Partnership

Toll Land XVI Limited Partnership

Toll Land XVII Limited Partnership

Toll Land XVIII Limited Partnership

Toll Land XIX Limited Partnership

Toll Land XX Limited Partnership

Toll Land XXI Limited Partnership

Toll Land XXII Limited Partnership

Toll Land XXIII Limited Partnership

Toll Land XXV Limited Partnership

Toll Land XXVI Limited Partnership

Toll Livingston at Naples Limited Partnership

Toll Marshall LP

Toll MD Builder I, L.P.

Toll MD Limited Partnership

Toll MD II Limited Partnership

Toll MD III Limited Partnership

Toll MD IV Limited Partnership

Toll MD V Limited Partnership

Toll MD VI Limited Partnership

Toll MD VII Limited Partnership

Toll MN, L.P.

Toll Naval Associates

Toll NC, L.P.

Toll NJ, L.P.

Toll NJ II, L.P.

Toll NJ III, L.P.

Toll NJ IV, L.P.

Toll NJ V, L.P.

Toll NJ VI, L.P.

Toll NJ VII, L.P.

Toll NJ VIII, L.P.

Toll NV Limited Partnership

Toll Orlando Limited Partnership

Toll PA, L.P.

Toll PA II, L.P.

Toll PA III, L.P.

Toll PA IV, L.P.

Toll PA V, L.P.

Toll PA VI, L.P.

Toll PA VII, L.P.

Toll PA VIII, L.P.

Toll PA IX, L.P.

Toll PA X, L.P.

Toll Park LP

Toll Peppertree, L.P.

Toll Realty Holdings LP

Toll Reston Associates, L.P.

Toll RI, L.P.

Toll RI II, L.P.

Toll SC, L.P.

Toll SC II, L.P.

Toll Stonebrae LP

Toll TX, L.P.

Toll TX II, L.P.

Toll TX III, L.P.

Toll TX IV, L.P.

Toll VA, L.P.

Toll VA II, L.P.

Toll VA IV, L.P.

Toll VA V, L.P.

Toll VA VI, L.P.

Toll YL, L.P.

Toll YL II, L.P.

Trumbull Hunt Limited Partnership

Uwchlan Woods, L.P.

Valley Forge Conservation Holding, L.P.

Valley Forge Woods, L.P.

Valley View Estates Limited Partnership

Village Partners, L.P.

Waterford Preserve LP

Washington Greene Development, L.P.

West Amwell Limited Partnership

Whiteland Woods, L.P.

Wichita Chase, L.P.

Willowdale Crossing, L.P.

Wilson Concord, L.P.

The Woods at Highland Lakes, L.P.

The Woods at Long Valley, L.P.

Arthur's Woods, LLC

Arundel Preserve #6, LLC

Arundel Preserve #10a, LLC

Big Branch Overlook L.L.C.

Block 255 LLC

C.B.A.Z. Holding Company LLC

Component Systems I LLC

Component Systems II LLC

Creeks Farm L.L.C.

Feys Property LLC

First Brandywine LLC III

First Brandywine LLC IV

High Point at Hopewell, LLC

Hoboken Cove LLC

Hunts Bluff LLC

Jacksonville TBI Realty, LLC

Lighthouse Point Land Company, LLC

Long Meadows TBI, LLC

Long Meadows Properties LLC

Phillips Drive LLC

Prince William Land I LLC

Prince William Land II LLC

Regency at Denville LLC

Regency at Dominion Valley LLC

Regency at Long Valley I LLC

Regency at Long Valley II LLC

Regency at Mansfield I LLC

Regency at Mansfield II LLC

The Ridges at Belmont Country Club I LLC

The Ridges at Belmont Country Club II LLC

Sapling Ridge, LLC

SR Amberlea LLC

SRLP II LLC

Toll Cedar Hunt LLC

Toll DE XII, LLC

Toll-Dublin, LLC

Toll EB, LLC

Toll Equipment, L.L.C.

Toll FL I, LLC

Toll Glastonbury LLC

Toll MD I, L.L.C.

Toll NJ I, L.L.C.

Toll NJ II, L.L.C.

Toll NJ III, L.L.C.

Toll Reston Associates, L.L.C.

Toll Stratford LLC

Toll VA L.L.C

Toll VA III L.L.C.

Toll Van Wyck LLC

Toll Vanderbilt I LLC

Toll Vanderbilt II LLC

Vanderbilt Capital LLC

Virginia Construction Co. I, LLC

Virginia Construction Co. II, LLC

700 Grove Street Urban Renewal, LLC

1500 Garden St. LLC

51 N. 8TH Street I LLC

51 N. 8TH Street GC LLC

51 N. 8th Street GC II LLC

5-01 - 5-17 48th Avenue LLC

5-01 - 5-17 48th Avenue II LLC

5-01 - 5-17 48th Avenue GC LLC

5-01 - 5-17 48th Avenue GC II LLC

110-112 Third Ave. GC LLC

110-112 Third Ave. GC II LLC

60 Industrial Parkway Cheektowaga, LLC

2301 Fallston Road LLC

SCHEDULE II OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

HQZ Acquisitions, Inc.

The Silverman Building Companies, Inc.

SH Homes Corporation

SI Investment Corporation

Toll Development Company, Inc.

Toll MI GP Corp.

Toll Realty Holdings Corp. III

Cheltenham Estates Limited Partnership

Silverman-Toll Limited Partnership

Timber Ridge Investment Limited Partnership

Toll MI Limited Partnership

Toll MI II Limited Partnership

Toll MI III Limited Partnership

Toll MI IV Limited Partnership

Toll MI V Limited Partnership

Toll Northville Limited Partnership

Toll Northville Golf Limited Partnership

SCHEDULE III OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Frenchman's Reserve Realty, LLC

Mizner Realty, L.L.C.

SCHEDULE IV OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

First Brandywine Investment Corp. IV

Toll NJX-I Corp.

Toll NJX-II Corp.

Toll NJX-III Corp.

Toll NJX-IV Corp.

Toll DE X, LLC

SCHEDULE V OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

First Brandywine Finance Corp.

First Brandywine Investment Corp. II

First Brandywine Investment Corp. III

Rose Hollow Crossing Associates

Toll Bros. of Tennessee, Inc.

TB Proprietary Corp.

TB Proprietary LP, Inc.

Toll VA Member Two, Inc.

First Brandywine LLC I

First Brandywine LLC II

First Brandywine Partners, L.P.

TB Proprietary, L.P.

SCHEDULE VI OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Toll Connecticut LP Company, Inc.

Toll Delaware LP Company, Inc.

Toll Florida LP Company, Inc.

Toll Maryland LP Company, Inc.

Toll Massachusetts LP Company, Inc.

Toll Mid-Atlantic LP Company, Inc.

Toll Mid-Atlantic Note Company, Inc.

Toll New Hampshire LP Company, Inc.

Toll New Jersey LP Company, Inc.

Toll New York LP Company, Inc.

Toll North Carolina LP Company, Inc.

Toll Northeast LP Company, Inc.

Toll Northeast Note Company, Inc.

Toll Pennsylvania LP Company, Inc.

Toll Rhode Island LP Company, Inc.

Toll South Carolina LP Company, Inc.

Toll Southeast LP Company, Inc.

Toll Southeast Note Company, Inc.

Toll Virginia LP Company, Inc.

SCHEDULE VII OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Toll Arizona LP Company, Inc.

Toll Arizona-II LP Company, Inc.

Toll California LP Company, Inc.

Toll Colorado LP Company, Inc.

Toll Connecticut-II LP Company, Inc.

Toll Delaware-II LP Company, Inc.

Toll Florida-II LP Company, Inc.

Toll Illinois LP Company, Inc.

Toll Maryland-II LP Company, Inc.

Toll Massachusetts-II LP Company, Inc.

Toll Michigan LP Company, Inc.

Toll Michigan-II LP Company, Inc.

Toll Midwest LP Company, Inc.

Toll Midwest Note Company, Inc.

Toll Nevada LP Company, Inc.

Toll New Hampshire-II LP Company, Inc.

Toll New Jersey-II Company, Inc.

Toll New York-II LP Company, Inc.

Toll North Carolina-II LP Company, Inc.

Toll Ohio LP Company, Inc.

Toll Ohio-II LP Company, Inc.

Toll Pennsylvania-II LP Company, Inc.

Toll Rhode Island-II LP Company, Inc.

Toll South Carolina-II LP Company, Inc.

Toll Southwest LP Company, Inc.

Toll Southwest Note Company, Inc.

Toll Texas LP Company, Inc.

Toll Texas-II LP Company, Inc.

Toll Virginia-II LP Company, Inc.

Toll West Coast Note Company, Inc.

Toll West Coast LP Company, Inc.

SCHEDULE VIII OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Belmont Investments I LLC

Belmont Investments II LLC

SCHEDULE IX OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Palm Cove Golf & Yacht Club I LLC

Palm Cove Golf & Yacht Club II LLC

Palm Cove Marina I LLC

Palm Cove Marina II LLC

Frenchman's Reserve Country Club, Inc.

Mizner Country Club, Inc.

SCHEDULE X OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

The Regency Golf Club I LLC

The Regency Golf Club II LLC

SCHEDULE XI OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Golf I Country Club Estates at Moorpark LLC

Golf II Country Club Estates at Moorpark LLC

SCHEDULE XII OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Belmont Country Club I LLC

Belmont Country Club II LLC

SCHEDULE XIII OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Brier Creek Country Club I LLC

Brier Creek Country Club II LLC

SCHEDULE XIV OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Dominion Valley Country Club I LLC

Dominion Valley Country Club II LLC

SCHEDULE XV OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Millbrook Investments I LLC

Millbrook Investments II LLC

SCHEDULE XVI OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Manalapan Hunt Investments I LLC

Manalapan Hunt Investments II LLC

SCHEDULE XVII OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Toll NH GP Corp.

Toll NH Limited Partnership

SCHEDULE XVIII OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter

Toll NJ Builder Corp.

Toll NJ Builder I, L.P.

Index To Exhibits++

================================================================================
3.1 Form of Articles of Incorporation for Guarantors incorporated
in the State of Arizona is hereby incorporated by reference to
Exhibit 3.1 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.10* Form of Certificate of Incorporation for Guarantors
incorporated in the State of Delaware and set forth on Exhibit
A thereto.

3.54* Form of Bylaws for the Guarantors incorporated in the
State of Delaware and listed on Exhibit A thereto.