[Toll Brothers, Inc. Letterhead]
January 19, 2006
VIA EDGAR AND FACSIMILE
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United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Toll Brothers Finance Corp., Toll Brothers, Inc., Toll Corp.,
Toll Finance Corp., and First Huntingdon Finance Corp.
Registration Statement on Form S-4/A No. 2, Commission
File Nos. 333-128683, 333-128683-01, 333-128683-02, 333-128683-03,
and 333-128683-04
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Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Act"), the undersigned, recognizing
applicable statutory responsibilities under the Act and the Securities Exchange
Act of 1934, as amended, hereby respectfully request that the effectiveness of
the Registration Statement referred to in the caption above be accelerated so
that it will become effective as soon as possible on January 19, 2006 or as soon
thereafter as practicable. In connection with such request, each of the
undersigned hereby acknowledges that:
o should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with
respect to the filing;
o the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does
not relieve the company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and
o the company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities
laws of the United States.
Very truly yours,
TOLL BROTHERS FINANCE CORP.
By: Joseph R. Sicree
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Joseph R. Sicree
Chief Accounting Officer
TOLL BROTHERS, INC.
By: Joseph R. Sicree
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Joseph R. Sicree
Chief Accounting Officer
TOLL CORP.
By: Joseph R. Sicree
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Joseph R. Sicree
Chief Accounting Officer
TOLL FINANCE CORP.
By: Joseph R. Sicree
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Joseph R. Sicree
Chief Accounting Officer
FIRST HUNTINGDON FINANCE CORP.
By: Joseph R. Sicree
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Joseph R. Sicree
Chief Accounting Officer