PROSPECTUS

TOLL BROTHERS
AMERICA'S LUXURY HOME BUILDER(TM)

[GRAPHIC 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 May 15, 2006, 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
February 27, 2006, 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that are validly tendered and not withdrawn will be exchanged for an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o Tenders of outstanding notes may be withdrawn at any time before the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 JANUARY 20, 2006

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 ..................................... i
Available Information ................................................... ii
Summary ................................................................. 1
Summary Consolidated Financial Information .............................. 12
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 ...................................................... 29
Description of Exchange Notes ........................................... 41
United States Federal Income Tax Considerations ......................... 55
Plan of Distribution .................................................... 57
Legal Matters ........................................................... 58
Experts ................................................................. 58

_________________

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, 2005; and

o Current Reports on Form 8-K of Toll Brothers, Inc. filed with the
Commission on November 8, 2005, December 8, 2005, December 9, 2005
and December 19, 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 February 27, 2006, 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:

100 F Street, N.E.
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 luxury
residential communities. We are also involved, directly and through joint
ventures, in projects where we are building, or converting existing rental
buildings into, high-, mid- and low-rise luxury homes. We cater to the move- up,
empty-nester active-adult, age-qualified and second-home home buyer. We
currently conduct operations in 21 states in six regions of the United States.
Our traditional, single-family 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, landscaping, cable T.V.,
broadband Internet access, lumber distribution, house component assembly and
manufacturing operations.

At October 31, 2005, we were operating in 344 communities containing
approximately 26,693 home sites which we owned or controlled through options.
Of the 344 communities, 230 were offering homes for sale, 35 had been open for
sale but were temporarily closed due to the number of homes in backlog and/or
the lack of availability of improved lots, and 79 were sold out but all home
deliveries had not been completed. At October 31, 2005, we also owned or
controlled through options approximately 56,433 home sites in 444 proposed
communities. Of the approximately 83,126 lots owned or controlled through
options at October 31, 2005, we owned approximately 35,838 of them. At October
31, 2005, we were selling from 230 communities as compared to 220 communities
at October 31, 2004.

At October 31, 2005, we were offering single-family detached homes at
prices, excluding customized options, generally ranging from $286,000 to
$2,128,000 with an average base sales price of $666,000. We were offering
single-family attached homes at prices, excluding customized options,
generally ranging from $182,000 to $1,604,000, with an average base sales
price of $502,000. On average, homebuyers added approximately 21%, or $113,000
per home, in options and lot premiums to the base price of homes delivered in
fiscal 2005.

For the fiscal year ended October 31, 2005, revenues from home sales were
approximately $5.76 billion (8,769 homes) as compared to $3.84 billion (6,627
homes) for fiscal 2004. New sales contracts were approximately $7.15 billion
(10,372 homes) in fiscal 2005 as compared to $5.64 billion (8,684 homes) in
fiscal 2004.

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

Beginning in the fourth quarter of fiscal 2005 and continuing into the first
quarter of fiscal 2006, we have experienced a slowdown of new contracts
signed. We believe this slowdown is attributable to a softening of demand from
home buyers, a lack of available lots caused by delays in new community
openings, delays in approvals of new phases of existing communities and our
reluctance to sign new contracts that would require us to extend delivery
dates beyond the twelve months that we are quoting to home buyers in many
communities. In addition, we believe the damage caused by the hurricanes that
struck the United States in fiscal 2005, high gasoline prices and anticipated
increases in heating fuel costs during the winter months of fiscal 2006, have
caused consumer confidence to decline, thereby decreasing demand for our
homes. Because home price increases have slowed in most markets, it appears
that customers are taking more time in making home buying decisions.

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, 100% 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.

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
February 27, 2006 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
May 15, 2006. Interest will accrue from
the date it was most recently paid on the
old notes.

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 $278.0 million at
October 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 $162.8 million at
October 31, 2005.

The exchange notes will rank equally with
all of our unsecured and unsubordinated
indebtedness including, without limitation,
our $300 million aggregate principal amount
of 6.875% Senior Notes due 2012, our $250
million aggregate principal amount of 5.95%
Senior Notes due 2013, our $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, any indebtedness arising from
our guarantee of the $1.2 billion unsecured
revolving credit facility of First
Huntingdon Finance Corp., indebtedness to
our trade creditors and deposits received
from our customers. The aggregate
outstanding amount of our unsecured and
unsubordinated indebtedness was
approximately $2.12 billion at October 31,
2005. The Exchange Notes will rank senior to
Toll Corp.'s senior subordinated
indebtedness which totaled $350 million at
October 31, 2005. 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 October
31, 2005, these guarantors had approximately
$162.8 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 $278.0 million at October 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 October 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 100% owned, indirect subsidiary of Toll
Brothers, Inc., with 30 banks, which
facility extends to July 15, 2009. At
October 31, 2005, there were no borrowings
outstanding under this facility and
approximately $293.0 million of letters of
credit were outstanding under the facility.
At October 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 100%
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, 2005 is derived from our
audited consolidated financial statements. 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, 2005.

YEAR ENDED OCTOBER 31,
----------------------------------------------------------------
2001 2002 2003 2004 2005
---------- ---------- ---------- ---------- ----------

Income statement data:
Revenues....................................................... $2,207,999 $2,315,444 $2,758,443 $3,861,942 $5,793,425
Income before income taxes..................................... $ 337,889 $ 347,318 $ 411,153 $ 647,432 $1,323,128
Net income..................................................... $ 213,673 $ 219,887 $ 259,820 $ 409,111 $ 806,110
Other financial data:
Deprecation and amortization................................... $ 9,356 $ 10,495 $ 12,075 $ 21,767 $ 24,317
Interest incurred.............................................. $ 79,245 $ 90,331 $ 104,754 $ 113,448 $ 115,449
Ratio of earnings to fixed charges (1)......................... 4.88x 4.46x 4.48x 6.37x 7.78x

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

Balance sheet data:
Inventory...................................................... $2,183,541 $2,551,061 $3,080,349 $3,878,260 $5,068,624
Total assets................................................... $2,532,200 $2,895,365 $3,787,391 $4,905,578 $6,343,840
Debt
Loans payable................................................. $ 362,712 $ 253,194 $ 281,697 $ 340,380 $ 250,552
Senior debt................................................... -- -- 546,669 845,665 1,140,028
Subordinated debt............................................. 669,581 819,663 620,000 450,000 350,000
Mortgage company warehouse loan............................... 24,754 48,996 49,939 92,053 89,674
---------- ---------- ---------- ---------- ----------
Total debt..................................................... $1,057,047 $1,121,853 $1,498,305 $1,728,098 $1,830,254
---------- ---------- ---------- ---------- ----------
Stockholders' equity........................................... $ 912,583 $1,129,509 $1,476,628 $1,919,987 $2,763,571

YEAR ENDED OCTOBER 31,
----------------------------------------------------------------
2001 2002 2003 2004 2005
---------- ---------- ---------- ---------- ----------

Housing data:
Closings
Number of homes............................................... 4,358 4,430 4,911 6,627 8,769
Value (in thousands).......................................... $2,180,469 $2,279,261 $2,731,044 $3,839,451 $5,759,301
Contracts
Number of homes............................................... 4,314 5,070 6,132 8,684 10,372
Value (in thousands).......................................... $2,158,536 $2,734,457 $3,475,992 $5,641,454 $7,152,463

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

Backlog (2)
Number of homes............................................... 2,702 3,342 4,652 6,709 8,805
Value (in thousands).......................................... $1,403,588 $1,858,784 $2,631,900 $4,433,895 $6,014,648
Number of selling communities................................. 155 170 200 220 230
Homesites
Owned......................................................... 25,981 25,822 29,081 29,804 35,838
Optioned...................................................... 13,165 15,022 18,977 30,385 47,288
---------- ---------- ---------- ---------- ----------
Total.......................................................... 39,146 40,844 48,058 60,189 83,126
---------- ---------- ---------- ---------- ----------

(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 8.10x for the year ended October 31, 2005 assuming that
the $300 million principal amount of the old notes issued in June 2005
were outstanding as of November 1, 2004, and assuming that 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,
2004.

(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
OCTOBER 31, 2005
($ IN THOUSANDS)
----------------

Total indebtedness .......................................... $1,840,226
Stockholders' equity ........................................ $2,763,571
Debt to equity ratio ........................................ .67x

FOR THE YEAR ENDED
OCTOBER 31, 2005
------------------

Pro forma ratio of earnings to fixed charges (1) .......... 8.10x

(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 were outstanding as of November 1, 2004, and assuming that
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, 2004.

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 October 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 October 31, 2005, we had a $1.2 billion
unsecured revolving credit facility with 30 banks which extends to July 2009.
At October 31, 2005, we had no borrowings outstanding against the facility and
approximately $293.0 million of letters of credit outstanding under the
facility. At October 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 100% owned, indirect subsidiary of Toll Brothers, Inc., $350
million in senior subordinated notes guaranteed, on a senior subordinated
basis, by Toll Brothers, Inc. Under the financial covenants contained in our
revolving credit facility, at October 31, 2005, we could incur approximately
$7.9 billion of additional indebtedness. 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 October 31, 2005, annual interest payment requirements were approximately
$114.7 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
October 31, 2005 by approximately $940,000. 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 October 31, 2005, we had approximately
$162.8 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 $278.0 million aggregate
amount of these claims outstanding at October 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,
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 home building companies
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 other reason, the cost of land could increase and/or the number of
homes that we sell and build 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 sell and build 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.
Further, we may experience delays and increased expenses as a result of legal
challenges to our proposed communities, whether brought by governmental
authorities or private parties.

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 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 deductions or incentives to
homeowners, such as the proposed changes limiting the deductibility of
interest on home mortgages, 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 delays in
availability, 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 the price for each home is typically set months prior to its delivery
pursuant to the agreement of sale with the home buyer. 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' unwillingness to pay higher
prices.

We are subject to one collective bargaining agreement that covers
approximately 2% 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
financial results.

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 could
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'
current 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 December 31, 2005, Robert I. Toll and his affiliates owned, directly or
indirectly, or had the right to acquire within 60 days,approximately 17.35% 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 6.91% 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 size of their combined
stock holdings could be a significant factor in delaying or preventing 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 agreements of sale are entered into with customers
in the winter and spring months. Construction of a customer's home typically
proceeds after signing the agreement of sale 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 than
in others.

CHANGES IN TAX LAWS OR THE INTERPRETATION OF TAX LAWS MAY NEGATIVELY AFFECT
OUR OPERATING RESULTS.

We believe that our recorded tax balances are adequate. However, it is not
possible to predict the effects of possible changes in the tax laws or changes
in their interpretation and whether they could have a material negative effect
on our operating results.

OUR CASH FLOWS AND RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED IF LEGAL
CLAIMS ARE BROUGHT AGAINST US AND ARE NOT RESOLVED IN OUR FAVOR.

Claims have been brought against us in various legal proceedings which have
not had, and are not expected to have, a material adverse effect on our
business or financial condition. Should claims be filed in the future, it is
possible that our cash flows and results of operations could be affected, from
time to time, by the negative outcome of one or more of such matters.

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 new contracts signed for homes
and an increase in the cancellation of existing contracts. 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 October 31, 2005 ($ in thousands) (unaudited):

Debt:
Loans payable (1) .......................................... $ 250,552
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 ............................ 89,674
----------
Total debt .............................................. 1,840,226
----------
Stockholders' equity (2)
Preferred stock, none issued
Common stock, $.01 par value ............................... 1,563
Additional paid-in capital ................................. 243,232
Retained earnings .......................................... 2,576,061
Unearned compensation ...................................... (686)
Treasury stock, at cost .................................... (56,599)
----------
Total stockholders' equity .............................. 2,763,571
----------
$4,603,797
==========

- ---------------
(1) At October 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 October 31, 2005, we had no borrowings outstanding
against the facility and approximately $293.0 million of letters of
credit outstanding under the facility.

(2) At October 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, 2005 is derived from our
audited consolidated financial statements. 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, 2005.

YEAR ENDED OCTOBER 31,
----------------------------------------------------------------
2001 2002 2003 2004 2005
---------- ---------- ---------- ---------- ----------

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

YEAR ENDED OCTOBER 31,
----------------------------------------------------------------
2001 2002 2003 2004 2005
---------- ---------- ---------- ---------- ----------

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

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

(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 8.10x for the year ended October 31, 2005 assuming that the $300 million
principal amount of the old notes issued in June 2005 were outstanding as
of November 1, 2004 and assuming that 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, 2004.

(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 100% 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, broadband 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 October 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 October 31, 2005, was required to exceed approximately $1.63
billion. At October 31, 2005, we had a leverage ratio of approximately .43 to
1.00 and a tangible net worth of approximately $2.72 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
October 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
October 31, 2005, our consolidated net worth was approximately $2.76 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 January 26, 2006.

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
February 27, 2006, 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, to the extent permitted by applicable law, regulation or
interpretation of the staff of the Commission, 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 the expiration date. 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
promptly 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, 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 Trust Company, N.A 1-800-275-2048 J.P. Morgan Trust Company, N.A.
Issuer Administrative Services 1st Floor Window
2001 Bryan Street BY FACSIMILE: 4 New York Plaza
9th Floor (ELIGIBLE INSTITUTIONS ONLY) New York, NY
Dallas, Texas 75201 ----------------------------
(214) 468-6494

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

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, any indebtedness arising from our guarantee of the Revolving Bank
Credit Facility (as defined below), indebtedness to our trade creditors and
deposits received from our customers, which trade credit indebtedness and
customer deposits were, in the aggregate, approximately $672.2 million at
October 31, 2005. The aggregate outstanding amount of our unsecured and
unsubordinated indebtedness was approximately $2.12 billion at October 31,
2005.

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 October 31, 2005, was
approximately $278.0 million. Further, each Guarantee from a Guarantor is
unsecured and, accordingly, will be subordinated to the secured debt of that
Guarantor. At October 31, 2005, the Guarantors had approximately $162.8
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 May 15, 2006. Interest will accrue 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 October 31, 2005, the Guarantors had approximately $162.8
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 October 31, 2005, was approximately $278.0 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
based on materials made available by DTC. 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, 2005, and mamagement's assessment of the
effectiveness of our internal control over financial reporting as of October 31,
2005, as set forth in their reports thereon, which are incorporated by reference
in this prospectus and elsewhere in the registration statement. Our financial
statements and mamagement's assessment are incorporated by reference in reliance
on Ernst & Young LLP's reports, 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

JANUARY 20, 2006

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."

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