Edgar Filing: TOLL BROTHERS INC

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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TOLL BROTHERS, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[GRAPHIC OMITTED]

TOLL BROTHERS, INC.
3103 Philmont Avenue
Huntingdon Valley, PA 19006

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on Thursday, March 18, 2004

The Annual Meeting of Stockholders (the "Meeting") of Toll Brothers, Inc.
(the "Company") will be held on Thursday, March 18, 2004 at 1:00 p.m., at the
offices of the Company, 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania
19006, for the following purposes:

1.To elect four directors to hold office until the 2007 Annual Meeting
of Stockholders and until their respective successors are duly elected and
qualified. (The terms of office of the other directors do not expire until
2005 or 2006.)

2.To consider and approve the re-appointment of Ernst & Young LLP as the
Company's independent auditors for the 2004 fiscal year.

3.To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on January 23, 2004
as the record date for the Meeting. Only stockholders of record at that time
are entitled to notice of and to vote at the Meeting and any adjournment or
postponement thereof.

The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the attached proxy statement for further information with
respect to the business to be transacted at the Meeting. The Board of
Directors urges you to sign, date and return the enclosed proxy promptly,
although you are cordially invited to attend the Meeting in person. The return
of the enclosed proxy will not affect your right to vote in person if you do
attend the Meeting.

MICHAEL I. SNYDER
Secretary

February 16, 2004

TABLE OF CONTENTS

Page
Number
------
General ............................................................... 1

Voting Securities and Security Ownership .............................. 2

Proposal One - Election of Directors for Terms Ending 2007 ............ 4

Proposal Two - Approval of Independent Auditors ....................... 8

Corporate Governance .................................................. 9

Executive Compensation ................................................ 13

Performance Graph ..................................................... 17

Report of the Executive Compensation Committee on Executive
Compensation......................................................... 18

Report of the Audit Committee ......................................... 21

Section 16(a) Beneficial Ownership Reporting Compliance ............... 22

Certain Transactions .................................................. 22

Stockholder Proposals for 2005 Annual Meeting ......................... 24

Procedures for Nominating or Recommending for Nomination Candidates
For Director......................................................... 24

Solicitation of Proxies ............................................... 25

Annual Report on Form 10-K ............................................ 25

Addendum A - Audit Committee Charter .................................. A-1

Addendum B - Nominating and Corporate Governance Committee Charter .... B-1

Addendum C - Executive Compensation Committee Charter ................. C-1

Addendum D - Corporate Governance Guidelines .......................... D-1

Addendum E - Code of Ethics for Principal Executive Officer and Senior
Financial Officers................................................... E-1

TOLL BROTHERS, INC.
3103 Philmont Avenue
Huntingdon Valley, PA 19006

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PROXY STATEMENT
For
Annual Meeting of Stockholders
Thursday, March 18, 2004
----------------

GENERAL

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Toll Brothers, Inc., a Delaware
corporation (the "Company"), for use at the Company's Annual Meeting of
Stockholders (the "Meeting"), which will be held on the date, at the time and
place, and for the purposes set forth in the foregoing notice, and any
adjournment or postponement thereof. This proxy statement, the foregoing
notice and the enclosed proxy are first being sent to stockholders of the
Company (the "Stockholders") on or about February 16, 2004.

The Board of Directors does not intend to bring any matter before the
Meeting except as specifically indicated in the notice and does not know of
anyone else who intends to do so. If any other matters properly come before
the Meeting, however, the persons named in the enclosed proxy, or their duly
constituted substitutes acting at the Meeting, will be authorized to vote or
otherwise act thereon in accordance with their judgment on such matters. If
the enclosed proxy is properly executed and returned to, and received by, the
Company prior to voting at the Meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. In the absence of
instructions, the shares will be voted "FOR" the nominees of the Board of
Directors in the election of the four directors whose terms of office will
extend until the 2007 Annual Meeting of Stockholders and until their
respective successors are duly elected and qualified, and "FOR" the approval
of the re-appointment of Ernst & Young LLP as the Company's independent
auditors for the 2004 fiscal year.

Any proxy may be revoked at any time prior to its exercise by notifying the
Secretary in writing, by delivering a duly executed proxy bearing a later
date, or by attending the Meeting and voting in person.

VOTING SECURITIES AND SECURITY OWNERSHIP

Shares Entitled To Vote, Required Vote and Quorum

At the close of business on January 23, 2004, there were 73,533,213 shares
of the Company's common stock outstanding. The Company has no other class of
voting securities outstanding. The record date fixed by the Board of Directors
for the determination of Stockholders entitled to notice of and to vote at the
Meeting is January 23, 2004. At the Meeting, Stockholders will be entitled to
one vote for each share of common stock owned of record at the close of
business on the record date. The presence at the Meeting, in person or by
proxy, of persons entitled to cast the votes of a majority of such outstanding
shares of common stock will constitute a quorum for consideration of the
matters expected to be voted on at the Meeting. Abstentions and broker non-
votes (i.e., shares held of record by a broker which are not voted because the
broker has not received voting instructions from the beneficial owner of the
shares and either lacks or declines to exercise the authority to vote the
shares in its discretion) represented by submitted proxies will be included in
the calculation of the number of shares present at the Meeting for the
purposes of determining a quorum.

Proposal One: Directors are elected by a plurality and the four nominees
who receive the most votes will be elected. Abstentions and broker non-votes
will not be taken into account in determining the outcome of the election.

Proposal Two: To be approved, this matter must receive the affirmative vote
of the majority of the outstanding shares of common stock present in person or
by proxy at the Meeting and entitled to vote. Brokers holding shares of record
for their customers are entitled to vote on this matter. Accordingly,
abstentions and broker non-votes represented by submitted proxies will have
the effect of a negative vote.

Security Ownership of Principal Stockholders and Management

The following table sets forth certain information with respect to the
holdings of: (i) each person known to the Company to be the beneficial owner
of more than 5% of the common stock of the Company; (ii) each director and
nominee for director of the Company and each executive officer named in the
Summary Compensation Table under "Executive Compensation"; and (iii) all
directors and executive officers of the Company as a group. This information
is as of January 23, 2004, except as otherwise indicated. Each of the persons
named in the table below as beneficially owning the shares set forth therein
has sole voting power and sole investment power with respect to such shares,
unless otherwise indicated.

Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership (1) Common Stock
------------------------ ------------------------ ------------
Robert I. Toll ...................... 16,484,380(2)(3) 20.99%
Bruce E. Toll ....................... 8,395,084(2) 11.16%
Wellington Management Company, LLP .. 5,622,732(4) 7.65%
Myron M. Kaplan ..................... 4,125,100(5) 5.61%
Zvi Barzilay ........................ 1,388,782 1.85%
Robert S. Blank ..................... 256,446 *
Edward G. Boehne .................... 92,000 *
Richard J. Braemer .................. 281,750 *
Roger S. Hillas ..................... 326,674 *
Carl B. Marbach ..................... 305,671(6) *
Stephen A. Novick ................... 5,000 *
Joel H. Rassman ..................... 682,243 *
Paul E. Shapiro ..................... 281,920 *
All directors and executive officers
as a group
(11 persons)....................... 28,499,950(3)(6)(7) 34.08%

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* Less than 1%

(1) Shares issuable pursuant to options exercisable within 60 days of January
23, 2004 are deemed to be beneficially owned; accordingly, information
includes the following numbers of shares of common stock underlying
options held by the following individuals, and all directors and
executive officers as a group: Robert I. Toll, 4,331,000 shares; Bruce E.
Toll, 1,702,250 shares; Mr. Barzilay, 1,365,066 shares; Mr. Blank,
251,000 shares; Mr. Boehne, 92,000 shares; Mr. Braemer, 249,750 shares;
Mr. Hillas, 254,250 shares; Mr. Marbach, 262,500 shares; Mr. Novick,
5,000 shares; Mr. Rassman, 636,250 shares; Mr. Shapiro, 261,500 shares;
and all directors and executive officers as a group, 9,410,566 shares.

(2) The address for Robert I. Toll and Bruce E. Toll is c/o Toll Brothers,
Inc., 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006.

(3) Includes 680,539 of the 756,154 shares of which Mr. Toll elected to defer
receipt under the Toll Brothers, Inc. Stock Award Deferral Plan and the
Company's Amended and Restated Stock Option Plan (1986) (the "1986
Plan"). Because Mr. Toll may elect early distribution of all or a portion
of the 680,539 shares at any time, he is deemed to beneficially own them.
Mr. Toll is entitled to receive 640,063 of these shares under the Toll
Brothers, Inc. Cash Bonus Plan, as amended, and 40,476 of these shares
from the exercise of stock options granted under the 1986 Plan. Amount
also includes 28,000 shares owned by the Robert and Jane Toll Foundation
of which Robert I. Toll is a trustee, with dispositive power, as to which
he disclaims beneficial ownership.

(4) Based on a Schedule 13G, filed with the SEC on February 12, 2004, which
states that the address of Wellington Management Company, LLP ("WMC") is
75 State Street, Boston, Massachusetts 02109, that WMC has shared voting
power with respect to 455,800 shares and shared dispositive power with
respect to 5,622,732 shares, and that the shares as to which the Schedule
13G is filed by WMC, in its capacity as an investment advisor, are owned
by clients of WMC who have the right to receive or the power to direct
the receipt of dividends from or proceeds of such shares. The Schedule
13G filed by WMC further states that none of such clients, except
Vanguard Windsor Funds, Inc. ("Vanguard"), is known to have such right or
power with respect to more than 5% of the common stock of the Company. In
addition, Vanguard filed a Schedule 13G on February 6, 2004, which the
Company assumes relates to shares that are included in the shares
reported by WMC, which states that Vanguard has sole voting power and
shared dispositive power with respect to 5,048,332 shares. Vanguard's
Schedule 13G states that its address is 100 Vanguard Blvd., Malvern,
Pennsylvania 19355.

(5) Based on a Schedule 13G filed with the SEC on February 12, 2004, which
states that the address of Myron M. Kaplan is c/o Kaplan Nathan and
Mayfair, PO Box 385, Leonia, New Jersey 07605 and that Mr. Kaplan has
sole voting power with respect to 4,125,100 shares and sole dispositive
power with respect to 4,125,100 shares.

(6) Includes 4,700 shares beneficially owned by individual retirement
accounts ("IRAs") for the benefit of Mr. Marbach and his wife. Mr.
Marbach disclaims beneficial ownership of the 2,350 shares held by his
wife's IRA.

(7) The Board of Directors, after reviewing the functions of all of the
Company's officers, both in terms of designated function and functions
actually performed, has determined that, for purposes of Section 16 of
the Securities Exchange Act of 1934 (and the rules thereunder) and
Regulation S-K, only the Chief Executive Officer, Chief Operating
Officer, and Executive Vice President/Chief Financial Officer (and the
Chief Accounting Officer for purposes of Section 16) are deemed to be
officers or executive officers of the Company for reporting purposes
under such provisions, respectively.

PROPOSAL ONE

ELECTION OF DIRECTORS FOR TERMS ENDING 2007

At the Meeting, the Stockholders will elect four directors to hold office
until the 2007 Annual Meeting of Stockholders and until their respective
successors have been duly elected and qualified. The Company's Board of
Directors is divided into three classes serving staggered three-year terms,
with the term of one class of directors expiring each year. The directors
whose three-year terms of office expire at the Meeting are Messrs. Zvi
Barzilay, Edward G. Boehne, Richard J. Braemer and Carl B. Marbach.

The Board of Directors, on the recommendation of the Nominating and
Corporate Governance Committee, has nominated Messrs. Zvi Barzilay, Edward G.
Boehne, Richard J. Braemer and Carl B. Marbach to serve again as directors
until the 2007 Annual Meeting of Stockholders and until their respective
successors have been duly elected and qualified. Each nominee has indicated a
willingness to continue to serve as a director. Should a nominee become
unavailable to accept election as a director, the persons named in the
enclosed proxy will vote the shares which such proxy represents for the
election of such other person as the Board of Directors may nominate on the
recommendation of the Nominating and Corporate Governance Committee.

Set forth below is certain information concerning each nominee for election
as a director at the Meeting and each director whose current term of office
will continue after the Meeting.

Director Term Position(s) with
Name Age Since Expires the Company
---- --- -------- ------- --------------------------

Robert I. Toll .......................................................... 63 1986 2005 Chairman of the Board and
Chief Executive Officer
Bruce E. Toll ........................................................... 60 1986 2005 Vice Chairman of the Board
Zvi Barzilay ............................................................ 57 1994 2004 President, Chief Operating
Officer and Director
Robert S. Blank ......................................................... 63 1986 2006 Director
Edward G. Boehne ........................................................ 63 2000 2004 Director
Richard J. Braemer ...................................................... 62 1986 2004 Director
Roger S. Hillas ......................................................... 76 1988 2006 Director
Stephen A. Novick ....................................................... 63 2003 2006 Director
Carl B. Marbach ......................................................... 62 1991 2004 Director
Joel H. Rassman ......................................................... 58 1996 2005 Executive Vice President,
Chief Financial Officer,
Treasurer and Director
Paul E. Shapiro ......................................................... 62 1993 2006 Director

Robert I. Toll co-founded the Company's predecessors' operations with his
brother, Bruce E. Toll, in 1967. He has been a member of the Board of
Directors since the Company's inception in May 1986. Mr. Toll is a member of
the Shelf Terms Committee, the Special Transactions Committee and the Employee
Stock Purchase Plan Committee. His principal occupation since the Company's
inception has been as Chief Executive Officer of the Company.

Bruce E. Toll, the brother of Robert I. Toll, has been a member of the
Board of Directors since the Company's inception in May 1986 and served as its
President until April 1998 and Chief Operating Officer until November 1998. He
is the founder and president of BET Investments, an office and commercial real
estate company. He is a member of the Shelf Terms Committee, the Special
Transactions Committee and the Employee Stock Purchase Plan Committee. He is a
member of the Board of Directors of UbiquiTel, Inc. He also was a member of
the Board of Directors of Assisted Living Concepts, Inc. until December 2001.

Zvi Barzilay has been a member of the Board of Directors since June 1994.
Mr. Barzilay joined the Company's predecessor in 1980 as a project manager,
was appointed a Vice President of the Company in 1983 and held the position of
Executive Vice President-Operations from September 1989 until October 1992
when he was appointed to the position of Executive Vice President of the
Company. In April 1998, Mr. Barzilay was appointed to the position of
President and in November 1998 he was appointed to the position of Chief
Operating Officer. Mr. Barzilay is a member of the Special Transactions
Committee.

Robert S. Blank has been a member of the Board of Directors since September
1986. For more than the past five years, Mr. Blank has been a partner in
Whitcom Partners, a partnership which owns and operates newspapers and cable
television systems and formerly owned and operated broadcast television
stations and radio stations, in some cases in partnership with others. Mr.
Blank is a member of the Nominating and Corporate Governance Committee, the
Toll Brothers Realty Trust Committee, the Subordinated Debt Repurchase
Authorization Committee, the Special Transactions Committee and the Real
Estate Utilization Committee. Mr. Blank is a member of the Board of Directors
of Advanta Corp.

Edward G. Boehne has been a member of the Board of Directors since July
2000. From 1981 until his retirement in May 2000, Mr. Boehne was the President
of the Federal Reserve Bank of Philadelphia. Mr. Boehne is the chairman of the
Nominating and Corporate Governance Committee and a member of the Audit
Committee and the Special Transactions Committee. Mr. Boehne is a member of
the Board of Directors of Beneficial Savings Bank, Penn Mutual Life Insurance
Co. and AAA Mid-Atlantic, Inc. Mr. Boehne is also a member of the Board of
Directors and a Senior Economic Advisor to the Haverford Trust Company.

Richard J. Braemer has been a member of the Board of Directors since
September 1986. Since January 1994, Mr. Braemer has been a partner in the
Philadelphia law firm of Ballard, Spahr, Andrews & Ingersoll, LLP. Mr. Braemer
is a member of the Subordinated Debt Repurchase Authorization Committee and
the Real Estate Utilization Committee.

Roger S. Hillas has been a member of the Board of Directors since April
1988. From July 1988 until his retirement in December 1992, Mr. Hillas was
Chairman and Chief Executive Officer of Meritor Savings Bank. Prior to July
1988, Mr. Hillas was Chairman of PNC Financial Corp. and of Provident National
Bank. Mr. Hillas is a member of the Audit Committee, the Toll Brothers Realty
Trust Committee, the Subordinated Debt Repurchase Authorization Committee and
the Special Transactions Committee. Mr. Hillas is a member of the Board of
Directors of Millennium Bank.

Carl B. Marbach has been a member of the Board of Directors since December
1991. Since January 1995, Mr. Marbach has been President of Internetwork
Publishing Corp., an electronic publisher, which he founded. Mr. Marbach is
the chairman of the Executive Compensation Committee and a member of the Audit
Committee and the Shelf Terms Committee.

Stephen A. Novick has been a member of the Board of Directors since January
2003. For more than the past five years, Mr. Novick has been Chief Creative
Officer-Worldwide and (since April 2000) Vice Chairman of Grey Global Group, a
marketing communications company. Mr. Novick has been a member of the
Executive Compensation Committee since March 2003 and a member of the
Nominating and Corporate Governance Committee since September 2003.

Joel H. Rassman has been a member of the Board of Directors since September
1996. Mr. Rassman joined the Company's predecessor in 1984 as Senior Vice
President, Treasurer and Chief Financial Officer of the Company. Mr. Rassman
was appointed Executive Vice President in June 2002. Mr. Rassman is a member
of the Special Transactions Committee and the Employee Stock Purchase Plan
Committee.

Paul E. Shapiro has been a member of the Board of Directors since December
1993. Since January 1, 2004, Mr. Shapiro has been Senior Vice President of
MacAndrews & Forbes Holdings, Inc., a private holding company of operating
businesses. From June 2001 to December 2003, Mr.

Shapiro was Executive Vice President and Chief Administrative Officer of
Revlon Inc. From June 1998 to June 2001, Mr. Shapiro was Executive Vice
President and Chief Administrative Officer of Sunbeam Corp. which, in February
2001, filed a Chapter 11 bankruptcy petition. Mr. Shapiro is the chairman of
the Audit Committee, and a member of the Toll Brothers Realty Trust Committee
and the Special Transactions Committee. In June 2003, he resigned as a member
of the Executive Compensation Committee in order to enable him to concentrate
on his duties as Chairman of the Audit Committee.

Meetings and Committees of the Board of Directors

The Board of Directors held four formal meetings during the Company's last
fiscal year and also met telephonically.

The Board of Directors currently has an Audit Committee, an Executive
Compensation Committee, a Nominating and Corporate Governance Committee, a
Toll Brothers Realty Trust Committee, a Subordinated Debt Repurchase
Authorization Committee, a Shelf Terms Committee, an Employee Stock Purchase
Plan Committee, a Special Transactions Committee and a Real Estate Utilization
Committee.

The Audit Committee is composed of Edward G. Boehne, Roger S. Hillas, Carl
B. Marbach and Paul E. Shapiro (Chairman), each of whom has been determined by
the Board of Directors to meet the standards for independence required of
audit committee members by the New York Stock Exchange (the "NYSE") and
applicable SEC rules. For more information on the NYSE standards for
independence, see "Corporate Governance-Director Independence" in this proxy
statement. The Board of Directors has further determined that (i) all members
of the Audit Committee are financially literate, and (ii) Edward G. Boehne
possesses accounting and related financial management expertise within the
meaning of the listing standards of the NYSE, and is an audit committee
financial expert within the meaning of applicable SEC rules. The Audit
Committee held four formal meetings during the last fiscal year, all of which
were attended by the Company's independent auditors, to discuss the scope of
the annual audit and issues of accounting policy and internal controls. The
Audit Committee also met telephonically during the past fiscal year.

The Executive Compensation Committee is composed of Carl B. Marbach
(Chairman) and Stephen A. Novick, each of whom has been determined by the
Board of Directors to meet the NYSE's standards for independence. In addition,
each committee member is a "Non-Employee Director" as defined in Rule 16b-3
under the Securities Exchange Act of 1934 and an "outside director" as defined
for purposes of 162(m) of the Internal Revenue Code of 1986, as amended. The
Executive Compensation Committee administers (in some cases along with the
Board of Directors) the Toll Brothers, Inc. Cash Bonus Plan (the "Cash Bonus
Plan"), the Toll Brothers, Inc. Executive Officer Cash Bonus Plan (the
"Executive Officer Cash Bonus Plan"), the Toll Brothers, Inc. Stock Award
Deferral Plan (the "Stock Deferral Plan"), the Amended and Restated Stock
Option Plan (1986) (the "1986 Plan"), the Key Executives and Non-Employee
Directors Stock Option Plan (1993) (the "1993 Plan"), the Stock Option and
Incentive Plan (1995) (the "1995 Plan"), the Stock Incentive Plan (1998) (the
"1998 Plan") and the Toll Brothers, Inc. Stock Award Deferral Plan. It held
two formal meetings and also met telephonically during the past fiscal year.

The Nominating and Corporate Governance Committee, formed in January 2003,
is composed of Edward G. Boehne (Chairman), Robert S. Blank and, since
September 2003, Stephen A. Novick, each of whom has been determined by the
Board of Directors to meet the NYSE's standards for independence. The
Nominating and Corporate Governance Committee is responsible for, among other
things, the recommendation to the Board of Directors of director nominees for
election to the Board of Directors, the evaluation of the size of the Board of
Directors, the evaluation and recommendation to the Board of Directors of the
compensation of the non-employee directors and the establishment and updating
of corporate governance guidelines. The Nominating and Corporate Governance
Committee held one formal meeting during the past fiscal year.

The Real Estate Utilization Committee held one formal meeting during the
past fiscal year. The Shelf Terms Committee held one telephonic meeting during
the past fiscal year. The Special Transactions Committee, the Toll Brothers
Realty Trust Committee, the Subordinated Debt Repurchase Authorization
Committee and the Employee Stock Purchase Plan Committee did not meet during
the past fiscal year.

Each director attended at least 75% of the meetings of the Board of
Directors and its committees of which he was a member during the past fiscal
year.

Compensation of Directors

Prior to November 1, 2003, each non-employee director received $4,000 for
each full-day Board meeting attended, $2,000 for each half-day meeting
attended and $1,500 for each telephonic meeting or committee meeting in which
he participated. Subsequent to the Company's stock split in March 2002, the
Board of Directors elected to effectively reduce the number of options each
non-employee director was entitled to receive under the 1998 Plan to the
number of options that each non-employee director was entitled to receive
prior to the stock split. Accordingly, for fiscal 2003, each non-employee
director received an annual grant of options of 15,000 shares of the Company's
common stock under the 1998 Plan. Each member of the Audit Committee who
participated in at least one meeting during the fiscal year also received an
annual grant of options for 1,000 shares of common stock. Each non-employee
director who was a member of an eligible committee (as determined by the Board
of Directors from time to time), other than the Audit Committee, and
participated in at least one meeting of such committee during the fiscal year
received an annual grant of options for 500 shares of common stock. No non-
employee director could receive grants for service on more than three
committees, plus the Audit Committee, in any fiscal year. The Executive
Compensation Committee determined that Mr. Bruce E. Toll should also be
granted options to receive shares for his services on the Board of Directors
equivalent to those granted to non-employee directors. Accordingly, in fiscal
2003, Mr. Toll was granted options for 15,000 shares.

Commencing November 1, 2003, each non-employee director will receive $5,000
for each full-day Board meeting attended, $2,500 for each half-day meeting
attended and $1,750 for each telephonic meeting or committee meeting in which he
participates. In addition, each non-employee director will receive an annual
grant of options for 15,000 shares of the Company's common stock under the 1998
Plan. Each member of the Audit Committee who participates in at least one
meeting during the fiscal year will receive an annual grant of 100 shares of
restricted common stock except for the Chairman who will receive 200 shares of
restricted common stock, and options for 1,000 shares of common stock. Each
member of the Nominating and Corporate Governance Committee who participates in
at least one meeting during the fiscal year will receive an annual grant of 100
shares of restricted common stock except for the Chairman who will receive 200
shares of restricted common stock, and options for 500 shares of common stock.
Each member of the Executive Compensation Committee who participates in at least
one meeting during the fiscal year will receive an annual grant of options for
500 shares of common stock and the Chairman will also receive 100 shares of
restricted common stock. Each non-management director who is a member of any
other committees of the Board of Directors who participates in at least one
meeting of the committee during the fiscal year will receive an annual grant of
options for 500 shares of common stock for each such committee. No non-employee
director can receive grants for service on more than three committees, plus the
Audit Committee and the Nominating and Corporate Governance Committee, in any
fiscal year. Mr. Bruce E. Toll will continue to receive an annual grant of
options for 15,000 shares of common stock.

On March 5, 1998, the Company and Mr. Bruce E. Toll entered into two
agreements relating to Mr. Toll's withdrawal from day to day operations of the
business (collectively the "Agreements"). The Agreements provided, among other
things, that, during the three-year term which commenced on November 1, 1998
and ended on October 31, 2001 (the "Consulting Term"), Mr. Toll would (a) make
himself available to the Company on a reasonable basis to consult with

the Company concerning matters within his knowledge and expertise, (b) not
compete with the Company as described in the Agreements, and (c) agree to vote
the shares of the Company's common stock owned by him as recommended by the
Company's management or Board of Directors until the later of March 15, 2002
or until Mr. Toll no longer serves on the Board of Directors of the Company.
The Company agreed to pay Mr. Toll the sum of $500,000 during each year of the
Consulting Term as well as provide group health insurance of a type and amount
consistent with insurance provided to Company executives for himself, and his
beneficiaries who were covered on March 5, 1998, without charge, and for all
other children provided that the premium costs that the Company is permitted
to charge under COBRA for such coverage are paid by Mr. Toll for those
children. The Company paid $11,922 in fiscal 2003 for Mr. Toll's health
insurance. In June 2000, the Company and Mr. Toll amended the Agreements to
terminate Mr. Toll's obligation to vote the shares of the Company's common
stock owned by him referred to above and to extend the Consulting Term until
October 31, 2004. In December 2002, the Executive Compensation Committee
increased Mr. Toll's compensation to $675,000 effective January 1, 2003.

During fiscal 2003, the Company provided Bruce E. Toll additional
perquisites with an estimated value of approximately $33,800. Such perquisites
included country club dues, Company drivers, and contributions to the
Company's 401(k) plan.

In December 2000, the Board of Directors approved the purchase of a split-
dollar life insurance policy for the benefit of Bruce E. Toll. In fiscal 2002,
the Company paid $7,490 in premiums for the term life portion of a split-
dollar life insurance policy for Mr. Toll, and paid $283,087 in premiums for
the non-term portion of the split dollar life insurance policy. Until it is
determined whether this type of transaction is permitted under the Sarbanes-
Oxley Act of 2002, the Company has suspended the payment of premiums for this
split dollar life insurance policy.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION
OF ZVI BARZILAY, EDWARD G. BOEHNE, RICHARD J. BRAEMER AND CARL B. MARBACH.

PROPOSAL TWO

APPROVAL OF INDEPENDENT AUDITORS

The Audit Committee has re-appointed, subject to stockholder approval,
Ernst & Young LLP, independent auditors, Philadelphia, Pennsylvania, to audit
the consolidated financial statements of the Company for the fiscal year
ending October 31, 2004.

Representatives of Ernst & Young LLP are expected to be present at the
Meeting, will be afforded the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate
questions.

The Company has been advised by Ernst & Young LLP that neither the firm,
nor any member of the firm, has any financial interest, direct or indirect, in
any capacity in the Company or its subsidiaries.

The following table sets forth the fees paid to Ernst & Young LLP for
professional services for each of the two fiscal years ended October 31, 2003
and 2002:

2003 2002
-------- --------
Audit Fees .............................................. $468,184 $299,850
Audit-Related Fees ...................................... 295,575 151,491
Tax Fees ................................................ 36,280 19,719
All Other Fees .......................................... 925 -
-------- --------
$800,964 $473,062
======== ========

Audit Fees include fees billed for (a) the audit of Toll Brothers, Inc. and
its consolidated subsidiaries, (b) the review of quarterly financial
information, (c) the stand-alone audits of certain of its subsidiaries, (d)
the issuance of consents in various filings with the Securities and Exchange
Commission, (e) the issuance of comfort letters to underwriters in connection
with various equity and debt offerings, and (f) attendance at Audit Committee
meetings.

Audit-Related Fees include fees billed for (a) consultation on accounting
matters, including the development of financial models, (b) transaction
advisory work, (c) audits of various joint ventures and the Toll Brothers
Realty Trust Group, and (d) assistance in preparing for Section 404 reporting
pursuant to the Sarbanes-Oxley Act of 2002.

Tax Fees include fees billed for consulting on tax planning matters.

The Audit Committee negotiates the annual audit fee directly with the
Company's independent auditors. The Audit Committee has also established pre-
approved limits for which the Company's management can engage the Company's
independent auditors for specific services. Any work which exceeds these pre-
approved limits in a quarter requires the advance approval of the Audit
Committee. The Audit Committee reviews and approves all work done by the
independent auditors during the previous quarter and re-establishes the pre-
approved limits for the current quarter. All fees were approved by the Audit
Committee for fiscal 2003.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR"
PROPOSAL TWO

CORPORATE GOVERNANCE

The Company operates within a comprehensive plan of corporate governance
for the purpose of defining independence, assigning responsibilities, setting
high standards of professional and personal conduct and assuring compliance
with such responsibilities and standards. The Company regularly monitors
developments in the area of corporate governance. In July 2002, Congress
passed the Sarbanes-Oxley Act of 2002 which, among other things, established,
or provided the basis for, a number of new corporate governance standards and
disclosure requirements. In addition, the NYSE has recently adopted changes to
its corporate governance and listing requirements.

Director Independence

The standards relied upon by the Board of Directors in affirmatively
determining whether a director is "independent," in compliance with the rules
of the NYSE, are comprised, in part, of those objective standards set forth in
the NYSE rules, which generally provide that (a) a director who is an
employee, or whose immediate family member (defined as a spouse, parent,
child, sibling, father- and mother-in-law, son- and daughter-in-law and
anyone, other than a domestic employee, sharing the director's home) is an
executive officer of the Company, would not be independent for a period of
three years after termination of such relationship; (b) a director who
receives, or whose immediate family member receives as an executive officer of
the Company, more than $100,000 per year in direct compensation from the
Company, except for certain permitted payments, would not be independent for a
period of three years after ceasing to receive such amount; (c) a director who
is affiliated with or employed by, or whose immediate family member is
affiliated with or employed in a professional capacity by, a present or former
internal or external auditor of the Company would not be independent until a
period of three years after the termination of such relationship; (d) a
director who is employed, or whose immediate family member is employed, as an
executive officer of another company where any of the Company's present
executives serve on the other company's compensation committee would not be
independent for a period of three years after the end of such relationship,
and (e) a director who is an executive officer or employee, or whose immediate
family member is an executive officer of a company that makes payments to, or
receives payments from, the Company for property or services in an amount
which, in any single fiscal year, exceeds the greater of $1 million, or 2% of
such other company's

consolidated gross revenues, would not be independent until a period of three
years after falling below such threshold. In addition to these objective
standards and in compliance with NYSE rules, the Board of Directors has
adopted a general standard, that no director will be considered independent
who has any other material relationship with the Company that could interfere
with the director's ability to exercise independent judgment. The Board of
Directors exercises appropriate discretion in identifying and evaluating the
materiality of any relationships directors may have with the Company.

The Board of Directors, in applying the above-referenced standards, has
affirmatively determined that the Company's current "independent" directors
are: Robert S. Blank, Edward G. Boehne, Richard J. Braemer, Roger S. Hillas,
Carl B. Marbach, Stephen A. Novick and Paul E. Shapiro. As part of the Board's
process in making such determination, each such director provided written
assurances that (a) all of the above-cited objective criteria for independence
are satisfied and (b) he has no other "material relationship" with the Company
that could interfere with his ability to exercise independent judgment.

Independent Directors

o A majority of the members of the Company's Board of Directors have
been determined to meet the NYSE's standards for independence. See
"Director Independence" above.

o The Company's independent directors held five formal meetings
independent from management during fiscal 2003. Edward G. Boehne acted
as Chairman at the meetings of the independent directors.

Audit Committee

o All members of the Audit Committee have been determined to meet the
standards of independence required of audit committee members by the
NYSE and applicable SEC rules. See "Director Independence" above.

o The Board of Directors has determined all members of the Audit
Committee are financially literate. Further, the Board of Directors
has determined that Edward G. Boehne possesses accounting or related
financial management expertise, within the meaning of the listing
standards of the NYSE, and is an audit committee financial expert
within the meaning of applicable SEC rules.

o The Audit Committee operates under a formal charter adopted by the
Board of Directors that governs its duties and conduct. The charter is
reproduced as Addendum A to this proxy statement. Copies of the
charter can be obtained free of charge from the Company's Web site,
www.tollbrothers.com or by contacting the Company at the address
appearing on the first page of this proxy statement to the attention
of Director of Investor Relations or by telephone at 215 938-8000.

o Ernst & Young LLP, the Company's independent auditors, reports
directly to the Audit Committee.

o The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002
and the rules adopted thereunder, meets with management and the
Company's independent auditors prior to the filing of officers'
certifications with the SEC to receive information concerning, among
other things, significant deficiencies in the design or operation of
internal control over financial reporting.

o The Audit Committee has adopted a Complaint Monitoring Procedure
Policy to enable confidential and anonymous reporting to the Audit
Committee of concerns regarding questionable accounting or auditing
matters.

o The Company's internal audit group reports periodically throughout the
year directly to the Audit Committee.

Executive Compensation Committee

o All members of the Executive Compensation Committee have been
determined to meet the appropriate NYSE standards for independence.
See "Director Independence" above. Further, each member of the
Executive Compensation Committee is a "Non-Employee Director" as
defined in Rule 16b-3 under the Securities Exchange Act of 1934 and an
"outside director" as defined for purposes of 162(m) of the Internal
Revenue Code of 1986, as amended.

o The Executive Compensation Committee operates under a formal charter
adopted by the Board of Directors that governs its duties and
standards of performance. The charter is reproduced as Addendum B to
this proxy statement. Copies of the charter can be obtained free of
charge from the Company's Web site, www.tollbrothers.com or by
contacting the Company at the address appearing on the first page of
this proxy statement to the attention of Director of Investor
Relations or by telephone at 215 938-8000.

Nominating and Corporate Governance Committee

o All members of the Nominating and Corporate Governance Committee have
been determined to meet the NYSE standards for independence. See
"Director Independence" above.

o The Nominating and Corporate Governance Committee operates under a
formal charter adopted by the Board of Directors that governs its
duties and standards of performance. The charter is reproduced as
Addendum C to this proxy statement. Copies of the charter can be
obtained free of charge from the Company's Web site,
www.tollbrothers.com or by contacting the Company at the address
appearing on the first page of this proxy statement to the attention
of Director of Investor Relations or by telephone at 215 938-8000.

o The Nominating and Corporate Governance Committee considers candidates
for Board membership suggested by its members and other Board members,
as well as management and Stockholders. A Stockholder who wishes to
recommend a prospective nominee for consideration by the Board must
follow the procedures described in this proxy statement under the
caption "Procedures for Nominating or Recommending for Nomination
Candidates for Director." Once the Nominating and Corporate Governance
Committee has identified prospective nominees, background information
is elicited about the candidates, following which they are
investigated, interviewed and evaluated by the Committee, which, then,
reports to the Board of Directors. No distinctions are made as between
internally-recommended candidates and those recommended by
Stockholders.

Corporate Governance Guidelines

o The Company has adopted a set of Corporate Governance Guidelines,
including specifications for director qualification and
responsibility. The guidelines are reproduced as Addendum D to this
proxy statement. Copies of the guidelines can be obtained free of
charge from the Company's Web site, www.tollbrothers.com or by
contacting the Company at the address appearing on the first page of
this proxy statement to the attention of Director of Investor
Relations or by telephone at 215 938-8000.

Codes of Business Conduct and Ethics

o Management has adopted a Code of Ethics for Principal Executive
Officer and Senior Financial Officers, violations of which may be
reported to the Audit Committee. The code is reproduced as Addendum E
to this proxy statement. Copies of the code can be obtained free of
charge from the Company's Web site, www.tollbrothers.com or by
contacting the Company at the address appearing on the first page of
this proxy statement to the attention of Director of Investor
Relations or by telephone at 215 938-8000.

o The Company has operated under an omnibus Code of Ethics and Business
Conduct that includes provisions ranging from restrictions on gifts to
conflicts of interest. All employees

are required to affirm in writing their acceptance of the code. Copies
of the code can be obtained free of charge from the Company's Web
site, www.tollbrothers.com or by contacting the Company at the address
appearing on the first page of this proxy statement to the attention
of Director of Investor Relations or by telephone at 215 938-8000.

Personal Loans to Executive Officers and Directors

The Company complies with and will operate in a manner consistent with
enacted legislation prohibiting extensions of credit in the form of a personal
loan to or for its directors and executive officers.

Directors' Attendance at Annual Meetings of Stockholders

It has been and is the policy of Company's Board of Directors to expect
that all directors attend annual meetings of Stockholders except where the
failure to attend is due to unavoidable circumstances or conflicts discussed
in advance by the director with the Chairman of the Board. All members of the
Board of Directors attended the Company's 2003 Annual Meeting of Stockholders.

Communication With the Board of Directors

A Stockholder who wishes to communicate with the Board of Directors, or
specific individual directors, including the Chairman of the non-management
directors or the non-management directors as a group, may do so by directing a
written request addressed to such directors or director in care of Kenneth J.
Gary, General Counsel, at the address appearing on the first page of this
proxy statement. Communication(s) directed to members of the Board who are not
non-management directors will be relayed to the intended Board member(s)
except to the extent that it is deemed unnecessary or inappropriate to do so
pursuant to the procedures established by a majority of the independent
directors. Communications directed to non-management directors will be relayed
to the intended Board member(s) except to the extent that doing so would be
contrary to the instructions of the non-management directors. Any
communication so withheld will nevertheless be made available to any non-
management director who wishes to review it.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and the other executive officers of the Company.

Long Term
Compensation
Annual Compensation Awards
-------------------------------------- ------------
Other Annual Securities All Other
Name and Fiscal Compensation Underlying Compensation
Principal Position Year Salary($) Bonus($) ($) Options(#) ($) (5)
------------------ ------ --------- ---------- ------------ ------------ ------------

Robert I. Toll .................................. 2003 1,150,000 20,293,565 76,771(4) 250,000 10,302
Chairman of the Board .......................... 2002 1,000,000 9,648,104 88,400(4) 500,000 390,228
and Chief Executive Officer(1) ................. 2001 1,000,000 6,620,359 87,400(4) 500,000 423,909

Zvi Barzilay .................................... 2003 1,000,000 550,000 125,000 15,686
Chief Operating Officer ........................ 2002 995,392 350,000 240,000 185,070
and President(2) ............................... 2001 956,322 230,000 120,000 208,811

Joel H. Rassman ................................. 2003 934,615 270,000 55,000 15,329
Executive Vice President ....................... 2002 849,240 170,000 100,000 138,008
Chief Financial Officer and Treasurer(2)(3) .... 2001 748,848 150,000 30,000 153,787

(1) The bonuses listed for Robert I. Toll for fiscal 2003, 2002 and 2001 were
earned in the fiscal year reported and were paid in common stock of the
Company pursuant to the terms of the Cash Bonus Plan and the 1998 Plan.
The amounts listed were: (a) the fair market value of the bonus award
shares as of October 31, 2003 in the case of the fiscal 2003 bonus; (b)
the fair market value of the bonus award shares as of October 31, 2002 in
the case of the fiscal 2002 bonus; and (c) the fair market value of the
bonus award shares as of October 31, 2001 in the case of the fiscal 2001
bonus. Had the bonuses been paid in cash, Robert I. Toll would have
received $10,638,422 for the 2003 cash bonus, $9,098,104 for the 2002
cash bonus, and $5,152,237 for the 2001 cash bonus. Under the terms of
the Stock Deferral Plan, Mr. Toll elected to defer receipt of his 2002
and 2001 bonus award shares. In December 2003, Mr. Toll received 199,920
shares of his 2001 bonus award shares.

(2) The bonuses listed for Mr. Barzilay and Mr. Rassman for fiscal 2003, 2002
and 2001 represent amounts earned in the fiscal year in which they are
reported. Mr. Barzilay elected to defer receipt of $100,000 of his 2003
bonus, $200,000 of his 2002 bonus and all of his 2001 bonus under the
terms of the Company's Non-Qualified Deferred Compensation Plan. Mr.
Rassman elected to defer $135,000 of his 2003 bonus and all of his 2002
and 2001 bonus under the terms of the Company's Non-Qualified Deferred
Compensation Plan. The amount of interest earned on deferred compensation
in excess of 120% of the Long-Term Applicable Federal Rate is included in
compensation in note (5) below.

(3) Under the terms of an agreement dated June 30, 1988 between the Company
and Mr. Rassman, in the event of Mr. Rassman's termination by the Company
without cause, any material reduction or material adverse change in Mr.
Rassman's duties, the removal of certain fringe benefits or any failure
by the Company to provide Mr. Rassman with compensation, including salary
and bonus, in an amount not less than $350,000 and the exercise of an
election by Mr. Rassman to terminate his employment, Mr. Rassman will
receive $250,000, and, in certain instances, an additional amount equal
to the difference between $350,000 and his actual compensation during a
specified period prior to his termination.

(4) Of these amounts, $19,819, $40,300 and $44,800 represent the estimated
cost of income tax and financial statement preparation services provided
during fiscal 2003, 2002 and 2001, respectively. The remaining amounts
represent the estimated value of perquisites provided by

the Company including health and life insurance, auto and gas allowances,
auto insurance, country club dues, telephone and internet services and
other miscellaneous items.

(5) The following table provides a breakdown of the amounts paid to each
individual listed during the fiscal year indicated:

Robert I. Zvi Joel H.
Fiscal 2003 Toll Barzilay Rassman
----------- --------- -------- --------

Contribution to 401(k) Plan(7).............................................................. $ 10,302 $ 10,302 $ 10,302
Excess interest on deferred compensation(2)................................................. 5,384 3,777
Other(8).................................................................................... 1,250
-------- -------- --------
$ 10,302 $ 15,686 $ 15,329
======== ======== ========

Robert I. Zvi Joel H.
Fiscal 2002 Toll Barzilay Rassman
----------- --------- -------- --------

Split-dollar life insurance policy(6)
Term....................................................................................... $ 11,040 $ 3,894 $ 3,250
Non-term................................................................................... 369,996 169,433 122,672
Contribution to 401(k) Plan(7).............................................................. 9,192 9,192 9,192
Excess interest on deferred compensation(2)................................................. 2,551 1,644
Other(8).................................................................................... 1,250
-------- -------- --------
$390,228 $185,070 $138,008
======== ======== ========

Robert I. Zvi Joel H.
Fiscal 2001 Toll Barzilay Rassman
----------- --------- -------- --------

Split-dollar life insurance policy(6)
Term....................................................................................... $ 9,702 $ 3,133 $ 2,328
Non-term................................................................................... 405,615 197,086 141,617
Contribution to 401(k) Plan(7).............................................................. 8,592 8,592 8,592
Other(8).................................................................................... 1,250
-------- -------- --------
$423,909 $208,811 $153,787
======== ======== ========

(6) Until it is determined whether this type of transaction is permitted
under the Sarbanes-Oxley Act of 2002, the Company has suspended premium
payments for these split-dollar life insurance policies.

(7) This amount represents the Company's contribution and matching payment
under its 401(k) salary deferred savings plan.

(8) This amount represents directors fees paid by a subsidiary of the
Company.

Option Grants in the Last Fiscal Year(1)

Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rates of Stock
Securities Granted to Price Appreciation for
Underlying Employees Exercise Option Term (3)
Options in Fiscal Price Expiration ---------------------
Name Granted(#)(2) Year ($/sh) Date 5% ($) 10% ($)
---- ------------- ---------- -------- ---------- --------- ---------

Robert I. Toll ................................. 250,000 19.5% 21.05 12/20/12 3,309,558 8,387,070
Zvi Barzilay ................................... 125,000 9.8% 21.05 12/20/12 1,654,779 4,193,535
Joel H. Rassman ................................ 55,000 4.3% 21.05 12/20/12 728,103 1,845,155

---------------
(1) No stock appreciation rights ("SARs") were granted.

(2) These options become exercisable starting on the first anniversary of the
grant, with 25% becoming exercisable at that time and 25% becoming
exercisable on each of the second, third and fourth anniversary dates.

(3) These amounts represent assumed rates of appreciation and are not
intended to forecast future appreciation in the price of the Company's
common stock. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Company's stock. There can be
no assurance that the amounts reflected in these columns will be achieved
or, if achieved, that they will exist at the time of any option exercise.
The aggregate appreciation in value over all shares of the Company's
common stock outstanding on October 31, 2003, based on the assumed 5% and
10% rates of appreciation on the closing price of the common stock on
October 31, 2003 (based upon the weighted average life of the grants),
would be approximately $1.7 billion at the assumed 5% rate of
appreciation and $4.3 billion at the assumed 10% rate of appreciation.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values(1)

The following table sets forth certain information with regard to the
aggregated option exercises in the fiscal year ended October 31, 2003 and the
option values as of the end of that year for the Chief Executive Officer and
the other executive officers of the Company.

Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options at Options at
Fiscal Year- Fiscal Year-
Shares End(#) End($)(2)
Acquired on Value Exercisable(E) Exercisable(E)
Name Exercise(#) Realized ($) Unexercisable(U) Unexercisable(U)
---- ----------- ------------ ---------------- ----------------

Robert I. Toll ............................................... -- -- 3,893,500(E) 100,673,783(E)
1,000,000(U) 17,495,625(U)
Zvi Barzilay ................................................. 22,584 468,964 1,233,816(E) 31,847,900(E)
415,000(U) 7,144,300(U)
Joel H. Rassman .............................................. -- -- 615,000(E) 16,047,281(E)
170,000(U) 2,964,613(U)

---------------
(1) The Company has never issued SARs.

(2) Represents, with respect to each share, the closing price of $36.84 per
share of the Company's common stock as reported on the New York Stock
Exchange on October 31, 2003 less the exercise price payable for the
share.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of October 31, 2003 with
respect to compensation plans (including individual compensation arrangements)
under which the Company's equity securities are authorized for issuance.

Number of Number of securities
securities Weighted- remaining available
to be average for future issuance
issued upon exercise price under equity
exercise of of outstanding compensation plans
options, warrants options, (excluding securities
and rights warrants reflected in column (a)
Plan Category (in thousands) and rights (in thousands)
------------- ----------------- -------------- -----------------------

(a) (b) (c)
Equity compensation plans approved by
security holders (1)............................................. 15,533 $13.91 3,275

Equity compensation plans not approved by
security holders................................................. - - -
------ ------ -----

Total............................................................. 15,533 $13.91 3,275
====== ====== =====

---------------
(1) The Company's Stock Incentive Plan (1998) provides for automatic
increases each November 1 in the number of shares available for grant by
2.5% of the number of shares issued (including treasury shares). This
plan restricts the number of shares available for grant in a year to a
maximum of five million shares.

PERFORMANCE GRAPH

The following graph and chart compares the five-year cumulative total
return (assuming an investment of $100 was made on November 1, 1998 and that
dividends, if any, were reinvested) from October 31, 1998 to October 31, 2003
for (i) the Company's common stock, (ii) the Standard & Poor's Homebuilding
Index (the "S&P Homebuilding") and (iii) the Standard & Poor's 500 Composite
Stock Index (the "S&P 500"):

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG TOLL BROTHERS, INC.,
S&P HOMEBUILDING INDEX AND S&P 500 INDEX

[GRAPHIC OMITTED]

October 31, 1998 1999 2000 2001 2002 2003
----------- ------ ------ ------ ------ ------ ------

Toll Brothers, Inc. ...................................................... 100.00 75.47 140.16 134.38 176.65 317.76
S&P Homebuilding ......................................................... 100.00 76.00 110.12 110.86 152.70 284.98
S&P 500 .................................................................. 100.00 125.67 133.33 100.12 85.00 102.68

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

Basic Policy Considerations

The Company's compensation policies with respect to its executive officers,
established by the Board's Executive Compensation Committee, are based on the
principles that compensation should, to a significant extent, reflect the
financial performance of the Company and the performance of the executive, and
that a significant portion of executive officers' compensation should provide
long-term incentives. It is the policy of the committee to set executive
compensation at levels that are sufficiently competitive so that the Company
will attract, retain and motivate the highest quality individuals to
contribute to the Company's goals, objectives and overall financial success.
Methods of compensation are designed to provide incentives for executive
performance that result in continuing improvements in the Company's financial
results, performance or condition, over both the short-term and the long-term,
and to encourage continued service to the Company. A significant portion of
executives' incentive compensation is paid in stock options and stock awards
in order to align executive and shareholder interests. The compensation of
each executive officer is based largely upon individual and Company
performance.

The compensation program is comprised of two elements: (a) annual salary
and eligibility for short-term incentive awards in the form of cash bonuses,
and (b) a long-term incentive program (principally stock options and, in the
case of the Chief Executive Officer, a stock-based feature of the Cash Bonus
Plan) where the level of compensation is dependent on the performance of the
Company's common stock. The details of this compensation program, with
specific discussion of the programs applicable to the Chief Executive Officer,
are set forth below.

Annual Compensation -- Executive Officers Other Than Chief Executive Officer

The Executive Compensation Committee sets compensation by subjective
evaluation of the individual performance of each executive and by marketplace
valuations of comparable executives, although salary determinations are not
based upon any specific or constant criteria.

Executives are eligible for annual incentive cash bonuses. The awards for
the Chief Operating Officer and Chief Financial Officer are made under the
Company's Executive Officer Cash Bonus Plan. These awards are not intended to
be in addition to market level compensation but instead are designed to cause
a significant part of an executive's annual compensation to be dependent on
the committee's assessment of the executive's performance based upon a set of
goals established for each executive. Goals are established by the committee
with respect to the executive's contributions to the Company's economic and
strategic objectives, the efforts required of the executive and the
executive's ability to develop, execute and implement short-term and long-term
corporate goals.

Long-Term Compensation -- Stock Options

The stock option component of the executive officers' compensation has been
designed to provide executives with incentives for the enhancement of
stockholder value through their efforts. Options are granted at fair market
value on the date of grant and generally vest over a number of years, usually
not fewer than four. The options have significant restrictions, typically for
a period of three years from the date of grant, on the executive officer's
ability to exercise the options and sell the shares acquired upon exercise
without the consent of the appropriate stock option subcommittee. No constant
criteria are used year to year in the granting of stock options. The Executive
Compensation Committee makes a subjective determination of the effectiveness
of the executive and the extent of the executive's contributions to the
Company's success and, based on that determination, awards stock options to
deserving executive officers. Because the options are granted with exercise
prices equal to the fair market value of the underlying common stock on the
date of grant, any value that ultimately accrues to the executive is based
entirely upon the Company's performance, as perceived by investors who
establish the market price for the common stock.

2003 Compensation for Chief Executive Officer

In 1990, the Board of Directors decided that salary, bonus and option
grants for the Company's Chief Executive Officer, Robert I. Toll, should be
determined pursuant to objective measurements, including appropriate
performance criteria in addition to compensation that reflects market rates
for comparable executives. Since 1995, the base salary for Robert I. Toll has
been determined by a formula intended to increase his base salary by no less
than the increase in the Consumer Price Index (using U.S. Department of Labor
definitions) and by no more than the average percentage increase in
compensation of the five highest percentage compensation increases of the
Company's next ten most highly compensated employees for the adjustment year.
From 1998 through 2002, Mr. Toll agreed to limit his base salary to
$1,000,000. For fiscal 2003, the Executive Compensation Committee awarded Mr.
Toll an annual base salary of $1,150,000.

Cash bonuses for Robert I. Toll are determined based on formulas contained
in the Company's Cash Bonus Plan, as amended from time to time. In 1996, the
Executive Compensation Committee and the Board of Directors determined that by
obtaining the agreement of Mr. Toll to accept his bonus in shares of the
Company's stock rather than in cash, the interests of the Chief Executive
Officer and the Stockholders would be further aligned. The Executive
Compensation Committee and the Board of Directors amended the Cash Bonus Plan
on May 29, 1996 with Stockholder approval given at the 1997 Annual Meeting of
Stockholders, to provide that Mr. Toll's bonuses for fiscal years ended
October 31, 1996, October 31, 1997 and October 31, 1998 would be paid in
shares of common stock, which payments would be in the form of an award under
the terms of the 1995 Plan. The Executive Compensation Committee and the Board
of Directors further amended the Cash Bonus Plan on December 10, 1998, with
Stockholders' approval given at the 1999 Annual Meeting of Stockholders, to
provide that Mr. Toll's bonuses for fiscal years ended October 31, 1999,
October 31, 2000, and October 31, 2001 would be paid in shares of common
stock, which payments would be in the form of an award under the terms of the
1998 Plan.

In 2000, the Executive Compensation Committee and the Board of Directors,
with the assistance of an independent compensation consultant, reviewed the
provisions of the Cash Bonus Plan to determine whether it was in the best
interest of the Company to again amend the Cash Bonus Plan to continue the
practice of paying Mr. Toll's bonuses in shares of common stock. The Executive
Compensation Committee and the Board of Directors concluded that tying the
value of the bonus of Robert I. Toll to the stock price continued to be a
valuable incentive to align the interests of Mr. Toll with those of the
Stockholders. Accordingly, the Executive Compensation Committee and the Board
of Directors amended the Cash Bonus Plan on December 14, 2000, with
Stockholder approval given at the 2001 Annual Meeting of Stockholders, to
provide that: (a) all bonus payments made under the Cash Bonus Plan with
respect to the fiscal years ended October 31, 2002 and October 31, 2003, and
the year ending October 31, 2004, will be paid in shares of common stock,
which payments will be in the form of an award under the terms of the 1998
Plan; (b) the number of shares of common stock awarded pursuant to the
aforementioned provisions of the Cash Bonus Plan will be determined by
dividing the dollar amount of each bonus (as determined in accordance with the
Cash Bonus Plan) by $19.3125 (the fair market value of a share of common
stock, as adjusted for the Company's March 2002 two-for-one stock split,
determined as of December 20, 2000 in accordance with the provisions of the
1998 Plan for determination of fair market value); (c) the Executive
Compensation Committee has the discretion to terminate the application of the
provisions of the Cash Bonus Plan described in subparagraphs (a) and (b)
above, at any time, effective no sooner than six months after such decision to
terminate is made by the Executive Compensation Committee, in which event all
bonuses payable on or after the effective date of such termination will be
payable in cash only; and (d) upon receipt of a request by Robert I. Toll,
based on his concerns regarding adverse tax consequences to him, the Executive
Compensation Committee may, in its sole discretion, suspend the application of
the stock award provisions described in subparagraphs (a) and (b) above,
provided that such action will not cause any increase in the amount or value
of a bonus that would otherwise be payable under the Cash Bonus Plan. In the
event of suspension of the stock award provisions, all bonuses will be payable

only in cash until such time as the Executive Compensation Committee
determines to reinstate the stock award provisions.

The Cash Bonus Plan was further amended by the Executive Compensation
Committee and the Board of Directors on December 14, 2000, with Stockholder
approval given at the 2001 Annual Meeting of Stockholders, to provide that Mr.
Toll will receive cash bonus awards (before consideration of the stock award
feature of the plan, described above) for fiscal years ended October 31, 2002
and each year thereafter equal to the sum of (a) 1.5% of the Company's income
before income taxes (as defined in the Cash Bonus Plan) to the extent such
income for the fiscal year for which the bonus is being calculated was greater
than 10% and less than or equal to 20% of stockholders' equity (as defined in
the Cash Bonus Plan) of the Company as of the end of the fiscal year preceding
the fiscal year for which the bonus is being calculated, plus (b) 3.0% of the
Company's income before income taxes (as defined in the Cash Bonus Plan) to
the extent such income for the fiscal year for which the bonus is being
calculated was greater than 20% and less than or equal to 30% of stockholders'
equity as of the end of the fiscal year preceding the fiscal year for which
the bonus is being calculated, plus (c) 6% of the Company's income before
income taxes (as defined in the Cash Bonus Plan) to the extent such income for
the fiscal year for which the bonus is being calculated is greater than 30% of
stockholders' equity of the Company as of the end of fiscal year preceding the
fiscal year for which the bonus is being calculated. The plan generated a cash
bonus for fiscal 2003, before consideration of the stock award feature of the
plan as described above, that was 17% higher than the cash bonus generated by
the plan for fiscal year 2002. Payment of the cash bonus to Robert I. Toll for
the 2003 fiscal years was made in the form of an award of shares of common
stock which as of the end of the 2003 fiscal year had a market value of $36.84
per share with an aggregate market value of $20,293,565. If this bonus had
been paid in cash instead of stock, Mr. Toll would have received $10,638,422.

The Cash Bonus Plan is intended to provide bonuses that will be treated as
"performance based compensation" exempt from the limitations on deductibility
imposed under Section 162(m) of the Code.

Respectfully submitted on December 11, 2003, by the members of the
Executive Compensation Committee of the Board of Directors.

Carl B. Marbach, Chairman
Stephen A. Novick

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors (the "Committee") oversees
the Company's financial reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the Company's financial
statements and the reporting process, including the systems of internal
control. In fulfilling its oversight responsibilities, the Committee reviewed
the Company's audited financial statements for the year ended October 31, 2003
with management including a discussion of the quality, not just the
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.

In addition, the Committee reviewed with the Company's independent
auditors, who are responsible for expressing an opinion on the conformity of
the Company's audited financial statements with accounting principles
generally accepted in the United States, their judgment as to the quality, not
just the acceptability, of the Company's accounting principles and such other
matters as are required to be discussed with the Committee under generally
accepted auditing standards (including Statement on Auditing Standards No.
61). In addition, the Committee has discussed with the independent auditors
the auditors' independence from the Company and its management, including the
matters in the written disclosures required by the Independence Standards
Board (including Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees), and reviewed and approved the
compatibility of non-audit services with the auditors' independence. The
Committee reviewed the services provided by Ernst and Young LLP and approved
the fees paid to them for fiscal 2003.

The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The
Committee meets with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's systems of internal control, and the overall
quality of the Company's financial reporting. The Committee, or its Chairman,
meets with the independent auditors and management prior to the release of
Company financial information or the filing of any such information with the
SEC. The Committee reviewed the Company's internal controls and, consistent
with Section 302 of the Sarbanes-Oxley Act of 2002 and the rules adopted
thereunder, met with management and the auditors prior to the filing of
officers' certifications required by that statute to receive any information
concerning (a) significant deficiencies in the design or operation of internal
control over financial reporting which could adversely affect the Company's
ability to record, process, summarize and report financial data and (b) any
fraud, whether or not material, that involves management or other employees
who have a significant role in the Company's internal control over financial
reporting. The Committee further received reports throughout the year on the
progress of the review of the Company's internal controls for compliance with
the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the
rules promulgated thereunder.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Annual Report on Form 10-K for the fiscal year ended October
31, 2003 for filing with the Securities and Exchange Commission. The
Committee's recommendation was considered and approved by the Board of
Directors. The Committee also re-appointed, subject to stockholder approval,
Ernst and Young LLP as the Company's independent auditors for the 2004 fiscal
year.

The Committee reviewed and amended the Audit Committee charter in fiscal
2003.

Respectfully submitted on December 11, 2003, by the members of the Audit
Committee of the Board of Directors.

Paul E. Shapiro, Chairman
Edward G. Boehne
Roger S. Hillas
Carl B. Marbach

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and the regulations
thereunder require certain of the Company's officers, as well as the Company's
directors and persons who own more than ten percent of a registered class of
the Company's equity securities (collectively, the "reporting persons") to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and to furnish the Company with copies of these reports.
Based on the Company's review of the copies of these reports received by it,
and written representations received from reporting persons, the Company
believes that all filings required to be made by the reporting persons for the
period November 1, 2002 through October 31, 2003 were made on a timely basis.

CERTAIN TRANSACTIONS

In order to help provide for an orderly market in the Company's common
stock in the event of the death of either Robert I. Toll or Bruce E. Toll, or
both of them (the "Tolls"), the Company and the Tolls entered into agreements
in 1995 in which the Company agreed to purchase from the estate of each of the
Tolls $10 million of the Company's common stock (or a lesser amount under
certain circumstances), at a price equal to the greater of fair market value
(as defined) or book value (as defined). Each of the Tolls agreed to allow the
Company to purchase $10 million of life insurance on his life. In addition,
each of the Tolls granted to the Company, at no cost to it, an option to
purchase up to an additional $30 million (or a lesser amount under certain
circumstances) of common stock from his estate. The agreements expire in
October 2005.

In addition to the performance of their duties for the Company, the Tolls,
either jointly or independently, have engaged, and continue to engage, in
certain other businesses in real estate. These businesses include the
purchase, sale and management of townhome, apartment, condominium, commercial
and industrial real estate projects for rental. The Company leases, at what it
believes to be competitive market rates, certain office space from a business
controlled by Robert I. Toll, Bruce E. Toll, Zvi Barzilay and Joel H. Rassman.
During the last fiscal year, the Company paid to such business approximately
$57,500 in rent. The Company provided services to other businesses controlled
by the Tolls during the fiscal year, which were billed at cost and paid
throughout the year in advance with monies deposited with the Company to pay
for services provided by the Company to them. These transactions are reviewed
and monitored by the Audit Committee. In addition to the foregoing, Mr. Robert
I. Toll has agreed, with the approval of the Executive Compensation Committee,
to pay for one-half of the cost of an employee of the Company who provides Mr.
Toll with investment advice.

To take advantage of commercial real estate opportunities, the Company
formed Toll Brothers Realty Trust Group (the "Trust") in 1998. The Trust is
effectively owned one-third by the Company, one-third by Robert I. Toll, Bruce
E. Toll (and members of his family), Zvi Barzilay (and members of his family),
Joel H. Rassman, and other members of the Company's senior management, and
one-third by the Pennsylvania State Employees Retirement System (collectively,
the "Shareholders").

The Shareholders entered into subscription agreements whereby each group
has agreed to invest additional capital in an amount not to exceed $9.3
million if required by the Trust. The subscription agreements, which were to
expire in August 2003, were extended until August 2005. At October 31, 2003,
the Company had an investment of $5.5 million in the Trust.

In December 2002, the Company's Board of Directors, upon the recommendation
of its Real Estate Utilization Committee (the "Committee"), which is comprised
of members of the Board of Directors who do not have a financial interest in
the Trust, approved the sale to the Trust of a 62.2-acre parcel of land, which
is a portion of the Company's multi-product community known as The Estates at
Princeton Junction in New Jersey, that is intended for development as multi-
family rental apartment buildings (the "Property"). The Committee's
recommendation that the Company sell the Property to the Trust rather than to
an outside third party was based upon the following advantages

to the Company: (a) the Company will be able to influence the design and
construction quality so as to enhance the overall community; (b) there are
synergies of development and marketing costs which may be a benefit to the
Company; (c) the Trust will maintain a high quality of operations, ensuring
that the existence of the apartments in the community will not negatively
affect the image of the community as a whole; and (d) as has been our
experience with another Trust property, apartment tenants are potential
customers for the purchase of the Company's townhomes and
single-family homes. Moreover, the sale has allowed the Company to recover
cash, remove the Property from the Company's balance sheet, and free the
Company from the need to provide capital from its credit facility to build the
apartment units. The $9.8 million sales price was approved by the Committee
after reviewing an offer from an independent third party and after reviewing
an independent professional appraisal. The sale was completed in May 2003.

The Company provides development, finance and management services to the
Trust and received fees under the terms of various agreements of approximately
$1.0 million in fiscal 2003. The Company believes that these transactions,
including the sale of the Property, between itself and the Trust were on terms
no less favorable than it would have agreed to with unrelated third parties.
The Company also incurs certain costs on behalf of the Trust for which the
Company is reimbursed by the Trust. These fees and reimbursements were paid to
the Company throughout the year. The amount due the Company for fees and
reimbursements as of October 31, 2003, was approximately $94,000. The largest
amount due the Company from the Trust at any time during the last fiscal year
was approximately $377,000.

Jeffery Franz, the husband of Robert I. Toll's daughter, is employed by the
Company as an Assistant Vice President, Regional Director of Eastern States
Engineering, and earned in fiscal 2003 $94,000 in base salary. In addition to
his base salary, Mr. Franz received a bonus of $12,500 and options for 2,500
shares of common stock which vest over four years. Mr. Franz also received
normal fringe benefits such as medical insurance, life insurance, disability
insurance, contributions to the Company's 401(k) Plan and auto and gas
allowances with an estimated aggregate value of $23,500. Adam Barzilay, the
son of Zvi Barzilay, is employed by the Company as Director of Development and
earned in fiscal 2003 $85,000 in base salary. In addition to his base salary,
Mr. Barzilay received a bonus of $6,000 and options for 500 shares of common
stock which vest over four years. Mr. Barzilay also received normal fringe
benefits such as medical insurance, life insurance, disability insurance,
contributions to the Company's 401(k) Plan and auto and gas allowances with an
estimated aggregate value of $15,600. The Company believes that the
compensation earned by each of Messrs. Franz and Barzilay is equivalent to the
compensation it would pay to unrelated individuals for similar positions.

The Audit Committee, concerned with the safety and security of Company
executives while traveling on Company business, and the extensive amount of
time lost due to such travel, approved the chartering, from time to time, for
business purposes, of an aircraft that is owned by companies owned by Robert
I. Toll. The charter rates are less than those generally charged in the
industry for the same type aircraft. In fiscal 2003 and the period from the
end of fiscal 2003 through the date of this proxy statement, Mr. Toll's
companies have received or are entitled to receive fees for chartering the
aircraft of approximately $99,000 from the Company.

A subsidiary of the Company sold an aggregate of $550 million of senior
notes, guaranteed by the Company, in two offerings during the 2003 fiscal
year. One of these offerings, in the principal amount of $300 million, was
made to initial purchasers that included Salomon Smith Barney Inc., as a joint
book running manager, and the other was made to Citigroup Global Markets Inc.,
as initial purchaser (by the time of the second offering, Salomon Smith Barney
Inc. had become Citigroup Global Markets Inc.; both are referred to
hereinafter as "Citigroup"). Both transactions were effected after extensive
bidding and negotiations with several major investment banking firms
specializing in such debt offerings, wherein the Company was principally
concerned about obtaining the best terms under the circumstances, as well as
dependable execution. The Company has been advised that Robert Snyder, the
brother of Robert I. Toll's wife and a First Vice President of Citigroup,
received $60,000 of compensation in connection with these two offerings. In
addition, in

August 2003, the Company sold three million shares of its common stock to
Citigroup, as underwriter, after extensive negotiations with other investment
banking firms. The Company has been informed that Mr. Snyder did not receive
any compensation for the common stock offering. The Company also used
Citigroup to repurchase 655,300 shares of its common stock during fiscal 2003
for which Citigroup received $32,765 in commissions. The Company has been
informed that Mr. Snyder received $6,553 of these commissions for his
involvement in the repurchase program. The commission rate paid to Citigroup
was comparable to those paid to other brokerage firms involved in the
Company's repurchase program.

Ballard, Spahr, Andrews & Ingersoll, LLP, the law firm of which Richard J.
Braemer, a director of the Company, is a partner, acted as counsel to the
Company in various matters during fiscal 2003 and was paid aggregate fees of
approximately $217,000 during that period.

For information regarding certain other transactions, see "Proposal One --
Election of Directors for Terms Ending 2007 -- Compensation of Directors."

STOCKHOLDER PROPOSALS FOR THE 2005 ANNUAL MEETING

Stockholders interested in submitting a proposal to be considered for
inclusion in the Company's proxy statement and form of proxy for the 2005
Annual Meeting of Stockholders may do so by following the procedures
prescribed by SEC Rule 14a-8. To be eligible for inclusion, proposals must be
submitted in writing and received by the Company at the address appearing on
the first page of this proxy statement by October 19, 2004.

A Stockholder of the Company may wish to have a proposal presented at the
2005 Annual Meeting of Stockholders, but not to have such proposal included in
the Company's proxy statement and form of proxy relating to that meeting.
Under the Company's bylaws, except as otherwise prescribed by the presiding
officer, no business may be brought before the annual meeting unless it is
specified in the notice of meeting or is otherwise brought before the meeting
at the direction of the Board of Directors, by the presiding officer, or by a
Stockholder entitled to vote who has delivered written notice to the Company
(containing certain information specified in the bylaws about the Stockholder
and the proposed action) not less than 60 or more than 90 days prior to the
first anniversary of the preceding year's annual meeting -- that is, with
respect to the 2005 Annual Meeting, between December 19, 2004 and January 18,
2005. In addition, any Stockholder who wishes to submit a nomination for
director to the Board must deliver written notice of the nomination within
this time period and comply with the information requirements in the bylaws
relating to stockholder nominations. If notice of any such proposal is not
submitted in writing and received by the Company at the address appearing on
the first page of this proxy statement by January 18, 2005, then such proposal
shall be deemed "untimely" for purposes of Rule 14a-4(c) promulgated under the
Securities Exchange Act of 1934 and, therefore, the persons appointed by the
Company's Board of Directors as its proxies will have the right to exercise
discretionary voting authority with respect to such proposal. These
requirements are separate from and in addition to (i) the SEC requirements
referenced above for inclusion of a stockholder proposal in the Company's
proxy statement, and (ii) the requirements set forth below for having the
Company's Nominating and Corporate Governance Committee consider a person, who
has been recommended by certain Stockholders, for nomination as a director.

PROCEDURES FOR NOMINATING OR RECOMMENDING
FOR NOMINATION CANDIDATES FOR DIRECTOR

Any Stockholder may submit a nomination for director by following the
procedures outlined in Section 2-8 of the Company's bylaws. In addition, the
Nominating and Corporate Governance Committee has adopted a policy permitting
Stockholders to recommend candidates for director under certain circumstances.
The Nominating and Corporate Governance Committee will only consider
nominating a director candidate if recommended by any Stockholder who has been
a

continuous record owner of at least 1% of the common stock of the Company for
at least one year prior to submission of the candidate's name and who provides
a written statement that the holder intends to continue ownership of the
shares through the annual meeting of Stockholders. Notice must be given to the
Nominating and Corporate Governance Committee of stockholder recommendations
no more than 150 days and no less than 120 days prior to the anniversary date
of this proxy statement. A candidate recommended by a Stockholder shall, at a
minimum, possess a background that includes a solid education, extensive
business experience and the requisite reputation, character, integrity,
skills, judgment and temperament, which, in the Nominating and Corporate
Governance Committee's view, have prepared him or her for dealing with the
multi-faceted financial, business and other issues that confront a Board of
Directors of a corporation with the size, complexity, reputation and success
of the Company.

SOLICITATION OF PROXIES

The enclosed form of proxy is being solicited on behalf of the Company's
Board of Directors. The Company will bear the cost of the solicitation of
proxies for the Meeting, including the cost of preparing, assembling and
mailing proxy materials, the handling and tabulation of proxies received, and
charges of brokerage houses and other institutions, nominees and fiduciaries
in forwarding such materials to beneficial owners. In addition to the mailing
of the proxy material, such solicitation may be made in person or by
telephone, telegraph or telecopy by directors, officers or regular employees
of the Company, or by a professional proxy solicitation organization engaged
by the Company.

ANNUAL REPORT ON FORM 10-K

The Company makes available free of charge on www.tollbrothers.com the
Company's annual report on Form 10-K (including the financial statements and
schedule thereto) as filed with the Securities and Exchange Commission. The
Company will provide without charge to each person whose proxy is being
solicited by this proxy statement, on the written request of any such person,
a copy of the Company's Annual Report on Form 10-K (including the financial
statements and schedule thereto) as filed with the Securities and Exchange
Commission for its most recent fiscal year. Such written requests should be
directed to Director of Investor Relations, at the address of the Company
appearing on the first page of this proxy statement.

By Order of the Board of Directors

Michael I. Snyder
Secretary

Huntingdon Valley, Pennsylvania
February 16, 2004

ADDENDUM "A"

TOLL BROTHERS, INC.

Audit Committee Charter
(As Amended September 11, 2003)

Organization

The audit committee of the board of directors shall be comprised of such
number of members as designated by the board of directors from time to time,
who meet the independence and experience requirements of the New York Stock
Exchange and the independence requirements of Rule 10A-3(b)(i) of the
Securities Exchange Act of 1934. At least one member of the Committee shall be
designated by the Board as an "audit committee financial expert," as defined
in Item 401 of the Securities and Exchange Commission's Regulation S-K, unless
the Board determines that there is no audit committee financial expert on the
Committee.

Statement of Purpose

The audit committee shall provide assistance to the directors in fulfilling
their responsibilities relating to (1) the integrity of the company's
financial statements, (2) the company's compliance with legal and regulatory
requirements, (3) the independent auditor's qualifications and independence,
and (4) the performance of the company's internal audit function and
independent auditor. In addition, the audit committee shall prepare the report
required by the rules of the Securities and Exchange Commission to be included
in the Company's annual proxy statement.

In effecting its purposes, the audit committee shall maintain free and open
communication among the directors, the independent auditor, the internal
auditors and the financial management of the Company.

Committee Duties and Responsibilities

The audit committee shall have the responsibility and authority for the
appointment, compensation, retention, evaluation, termination and oversight of
the Company's independent auditor (subject, if applicable, to shareholder
ratification), including resolution of disagreements between management and
the independent auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or performing other audit, review or
attest services for the Company, and the independent auditor shall report
directly to the audit committee. The audit committee shall approve all audit
engagement fees and terms and shall pre-approve, either specifically or, where
appropriate, by the establishment of a policy with regard thereto, all non-
audit engagements with the independent auditor. The audit committee shall
consult with management, but shall not delegate these responsibilities.

The audit committee shall meet as often as it determines, but not less
frequently than quarterly, and shall report regularly to the board of
directors. The audit committee may form and delegate authority to
subcommittees when appropriate.

The audit committee shall have the authority, to the extent it deems
necessary or appropriate, to retain outside legal, accounting or other
advisors to advise the committee and shall, as appropriate, obtain advice and
assistance from such advisors.

The audit committee may request any officer or employee of the Company or
the Company's outside counsel or independent auditor to attend a meeting of
the Committee or to meet with any members of, or consultants to, the
Committee.

The Company must provide for appropriate funding, as determined by the
audit committee, for payment of (i) compensation to the independent auditor
engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attest services for the Company; (ii)

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compensation to any outside legal, accounting or other advisors employed by
the audit committee, and (iii) ordinary administrative expenses of the audit
committee that are necessary or appropriate in carrying out its duties.

The audit committee shall meet separately with management, the internal
auditors and the independent auditor in separate executive sessions
periodically.

The audit committee shall make regular reports to the Board. The audit
committee shall annually review the audit committee's own performance.

The audit committee shall consider and act upon any matters required by law
to be acted upon by them and may consider and act upon any other matters
deemed appropriate by the committee.

In carrying out its duties and responsibilities, the audit committee
believes its policies and procedures should remain flexible, in order to best
react to changing conditions and to ensure to the directors and shareholders
that the corporate accounting and reporting practices of the Company are in
accordance with all requirements and are of the highest quality.

In carrying out its duties and responsibilities, the audit committee, to
the extent it deems necessary or appropriate, will:

Review Procedures

1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

2. Review with the independent auditor, the Company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal controls or particular
areas where new or more detailed controls or procedures are desirable.

3. Inquire of management, the internal auditor, and the independent auditor
about significant risks or exposures and assess the steps management has taken
to minimize such risks to the Company.

4. The audit committee shall (a) review and discuss, prior to their filing
on Form 10-K or 10-Q, respectively, the annual audited financial statements
and quarterly financial statements with management and the independent
auditor, including the Company's disclosures under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the use of
pro-forma or adjusted non-GAAP information, and recommend to the Board whether
the audited financial statements should be included in the Company's Form 10-
K; and (b) discuss earnings press releases, as well as financial information
and earnings guidance provided to analysts and rating agencies, provided that
such discussion may be general in nature, and the audit committee need not
discuss in advance each earnings release or each instance in which the Company
may provide earnings guidance.

5. Review with the Company's independent auditor any audit problems or
difficulties and management's response.

6. Discuss with management and the independent auditor: (a) major issues
regarding accounting principles and financial statement presentations,
including any significant changes in the Company's selection or application of
accounting principles, and major issues as to the adequacy of the Company's
internal controls and any special audit steps adopted in light of material
control deficiencies; (b) analyses prepared by management and/or the
independent auditor setting forth significant financial reporting issues and
judgments made in connection with the preparation of the financial statements,
including analyses of the effects of alternative GAAP methods on the financial
statements; (c) the effect of regulatory and accounting initiatives, as well
as off-balance sheet structures, on the financial statements of the Company,
and (d) issues with respect to risk assessment and risk management.

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Oversight of the Company's Relationship with the Independent Auditor

7. Have a clear understanding with the independent auditor that they are
ultimately accountable to the audit committee, as the shareholders'
representatives, and that the audit committee has the ultimate authority in
deciding to engage, evaluate, and if appropriate, terminate their services.

8. Obtain and review with the independent auditor, a report from the
independent auditor regarding (a) the independent auditor's internal quality-
control procedures, (b) any material issues raised by the most recent quality-
control review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities within the preceding
five years respecting one or more independent audits carried out by the firm,
and (c) any steps taken to deal with any such issues delineating the nature
and scope of all of the independent auditor's relationships and professional
services as required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees. Evaluate the qualifications,
performance and independence of the independent auditor, including considering
whether the independent auditor's quality controls are adequate and the
provision of non-audit services is compatible with maintaining the auditor's
independence, and taking into account the opinions of management and the
internal auditor. The audit committee shall present in its conclusions to the
Board and, if so determined by the audit committee, recommend that the Board
take appropriate action to satisfy itself of the qualifications, performance
and independence of the independent auditor.

9. Set clear hiring policies for employees or former employees of the
Company's independent auditor.

10. Discuss with the national office of the independent auditor issues on
which they were consulted by the Company's audit team and matters of audit
quality and consistency.

11. Meet with the independent auditor and financial management of the
Company as necessary to review or discuss the audit scope for the current year
and audit procedures to be utilized; at the conclusion of the audit, review
the audit results and approaches and financial information included in the
financial statements and discuss the auditor's judgments about the quality,
not just the acceptability, of the Company's accounting principles as applied
in its financial reporting, including the matters required to be discussed by
Statement on Accounting Standards No. 61.

12. Request assurance from the independent auditor that Section 10A of the
Securities Exchange Act of 1934 has been satisfied.

Oversight of the Company's Internal Audit Department

13. Review and concur with management's appointment, termination, or
replacement of the director of internal audit.

14. Review the internal audit function of the Company including the
independence and authority of its reporting obligations, the proposed audit
plans for the coming year and the coordination of such plans with the
independent auditor.

15. Receive prior to each meeting, a progress report on the proposed
internal audit plan, with explanations for any deviations from the original
plan.

Other Audit Committee Responsibilities

16. Investigate any matter brought to its attention within the scope of its
duties, with the power to utilize inside or outside counsel, or other persons
or entities having special competence as necessary, for this purpose if, in
its judgment, that is appropriate.

17. Establish procedures for (a) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls, or accounting matters, and (b) the

A-3

confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.

18. Obtain reports from management, the Company's senior internal auditing
executives and the independent auditor that the Company and its subsidiaries
and affiliated entities are in conformity with applicable legal requirements,
the Company's Code of Business Conduct and Ethics and the Company's Code of
Ethics for Senior Executive Officers. Review reports and disclosures of
affiliated party transactions. Advise the Board with respect to the Company's
policies and procedures regarding compliance with applicable laws and
regulations and with the Company's Code of Business Conduct and Ethics and the
Company's Code of Ethics for Senior Executive Officers.

19. Serve as the Qualified Legal Compliance Committee (the "QLCC") in
accordance with Section 307 of the Sarbanes-Oxley Act of 2002 and Section 205
of the SEC's Standards of Professional Conduct for Attorneys ("Standards"). As
the QLCC the audit committee shall:

(a) Establish written procedures for the confidential receipt, retention
and consideration of evidence of a material violation under Section
205.3 of the Standards by any officer, director, employee or agent of
the Company (each, a "material violation") that is reported to the
audit committee by the Company's chief legal officer or other legal
advisors.

(b) Inform the Company's chief legal officer or chief executive officer
of any report of evidence of a material violation that is reported to
the audit committee by the Company's chief legal officer or other
legal advisors.

(c) Determine whether an investigation is necessary regarding any report
of evidence of a material violation that is reported to the audit
committee by the Company's chief legal officer or other legal
advisors. If the audit committee determines an investigation is
necessary or appropriate: (i) notify the full Board; (ii) initiate an
investigation, which may be conducted either by the chief legal
officer or by outside attorneys, and (iii) retain such additional
expert personnel as the audit committee deems necessary. At the
conclusion of any such investigation: (x) recommend, by majority
vote, that the Company implement an appropriate response (as defined
in Section 205.2(b) of the SEC's Standards) to evidence of any
material violation; and (y) inform the chief legal officer, the chief
executive officer and the Board of the results of any such
investigation and any appropriate remedial measures to be adopted.

(d) Acting by majority vote, take all other appropriate action to respond
to evidence of any material violation that is reported to the audit
committee by the Company's chief legal officer or other legal
advisors.

20. Discuss with management and the independent auditor any correspondence
with regulators or governmental agencies and any employee complaints or
published reports, which raise material issues regarding the Company's
financial statement or accounting policies.

21. Discuss with the Company's General Counsel legal matters that may have a
material impact on the financial statements or the Company's compliance
policies.

Limitation of Audit Committee's Role

While the audit committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the audit committee to plan or conduct
audits or to determine that the Company's financial statements and disclosures
are complete and accurate and are in accordance with generally accepted
accounting principles and applicable rules and regulations. These are the
responsibilities of management and the independent auditor.

A-4

ADDENDUM "B"

TOLL BROTHERS, INC.

Nominating and Corporate Governance Committee Charter

This Charter has been adopted by the Board of Directors of Toll Brothers,
Inc. (the "Company") to govern its Nominating and Corporate Governance
Committee (the "Committee"), which shall have the authority, responsibility
and specific powers described below.

Purposes. The Committee's principal purposes are (a) to identify individuals
qualified to become members of the Board of Directors and select, or recommend
that the Board of Directors select, the director nominees for the next annual
meeting of stockholders, (b) to develop and recommend to the Board of
Directors a set of corporate governance guidelines applicable to the company,
and (c) to provide an annual report to the Board of Directors which shall
include the results of the Committee's annual evaluation of its performance,
all in accordance with applicable laws or regulations of governmental
authorities, applicable rules of the New York Stock Exchange ("NYSE"), the
Pacific Exchange (the "PE") and/or any other stock exchange where the
Company's securities are from time to time listed (collectively, "Applicable
Requirements").

Goals and Responsibilities. The Committee shall perform its duties in a manner
consistent with the criteria set forth in this Charter for selecting new
directors, and shall conduct oversight for the evaluation of the Board of
Directors and management.

Criteria for Selecting New Directors. The Committee, in selecting, or in
recommending the selection of, nominees for directors, shall consider all
applicable statutory, regulatory, case law and NYSE requirements with regard
thereto, including when appropriate those applicable to membership on the
Audit Committee, as well as whatever other criteria it deems appropriate.

Committee Member Qualifications. The members of the Committee shall satisfy
any Applicable Requirements, including the "independence" requirements of the
NYSE from time to time in effect and applicable to the Company. Committee
members shall be appointed and removed by the Board of Directors. A member of
the Committee shall be selected by the Board of Directors to serve as the
Committee's chairperson. The Committee may delegate any position of its
authority to a subcommittee comprised solely of its members.

Committee Meetings and Reporting. The Committee shall meet annually, or more
frequently if deemed appropriate by its chairpersons or a majority of its
members. The Committee shall make regular reports to the Board of Directors.

Board Size and Members. The Committee shall evaluate from time to time the
appropriate size of the Board of Directors and recommend any increase or
decrease with respect thereto; recommend any changes in the composition of the
Board of Directors so as to best reflect the objectives of the Company and the
Board of Directors; establish processes for developing candidates for Board
membership, and for the conducting of searches for Board candidates; and
propose a slate of Directors with respect to each class of Directors to be
elected at each annual meeting of the Company's stockholders.

Board Compensation. The Committee shall evaluate and make recommendations to
the Board of Directors with respect to compensation of Directors of the
Company.

Establish Recommended Corporate Governance Guidelines. The Committee shall
adopt corporate governance guidelines consistent with requirements of the
NYSE.

Establish Procedures and Policies Regarding the Nominating Functions of the
Committee. The Committee shall establish whatever procedures it deems
necessary or appropriate to comply with rules of the Securities and Exchange
Commission imposing requirements on nominating committees in connection with
the director nominating process.

B-1

Changes to Corporate Governance Instruments. Review proposed changes in, and
where appropriate, propose changes with respect to, the Company's governing
instruments, including, but not limited to, its Certificate of Incorporation
and Bylaws, as such documents relate to corporate governance and succession
matters.

Advisors. The Committee shall have the sole authority to retain and terminate
any search firm to be used to identify director candidates, including the sole
authority to approve the search firm's fees and other retention terms. The
Committee may also retain counsel of its choice and other advisors which the
Committee deems necessary.

Annual Performance Evaluation. The Committee shall annually review its own
performance and report to the Board of Directors the conclusions of the
Committee resulting from such review.

Adopted by the Board of Directors: December 12, 2002
As amended: December 11, 2003

B-2

ADDENDUM "C"

TOLL BROTHERS, INC.

Executive Compensation Committee Charter

This Charter has been adopted by the Board of Directors of Toll Brothers,
Inc. (the "Company") to govern its Executive Compensation Committee (the
"Committee"), which shall include the Company's Compensation and Stock Based
Compensation Committee for Key Executives and Non-Employee Directors and its
Administrative Subcommittee for the Company's Stock Based Compensation Plans,
which Committee shall have the authority, responsibility and specific powers
described below.

Purposes

The Committee's principal purposes are (i) to discharge the
responsibilities of the Board of Directors relating to the compensation of the
Company's officers in accordance with the provisions of this Charter,
including the Committee's evaluation of, and approval of or recommendations to
the Board of Directors with respect to, the plans, policies and programs
relating to the compensation of the Company's officers, subject to approval of
the Company's stockholders in those instances where stockholder approval is
required by applicable laws or regulations of governmental authorities or
applicable rules of the New York Stock Exchange ("NYSE") or any other stock
exchange where the Company's securities are from time to time listed
(collectively, "Applicable Requirements"), and (ii) to produce an annual
report on executive compensation for inclusion in the Company's proxy
statement in accordance with Applicable Requirements.

Committee Membership

The Committee shall consist of the number of members fixed from time to
time by the Board of Directors, but shall at all times consist of not less
than two members. The Committee shall have a chairperson(s) who shall be
appointed by the Board of Directors. Each member of the Committee shall be a
member of the Board of Directors who satisfies any Applicable Requirements,
including any "independence" requirements of the NYSE from time to time in
effect and applicable to the Company.

The members of the Committee shall be appointed by the Board of Directors,
The members of the Committee may be removed by the Board of Directors.

Committee Authority and Responsibilities

The Committee shall annually review and approve corporate goals and
objectives relevant to the compensation of the Company's Chief Executive
Officer (the "CEO"), evaluate the CEO's performance in light of those goals
and objectives, and set the CEO's compensation level based on this evaluation.
In determining the long-term incentive component of the CEO's compensation,
the Committee will consider the Company's performance and relative stockholder
return, the value of similar incentive awards to CEOs at comparable companies,
and the awards given to the CEO in past years.

The Committee shall annually review and approve, for the CEO and each of
the other executive officers, the Vice Chairman and any other officers
recommended by the Board of Directors, as applicable, the following: the
annual base salary level; the annual incentive opportunity level; the long-
term incentive opportunity level; the provisions of any employment agreement,
severance arrangement or change-in-control agreement; and any special or
supplemental benefits.

The Committee shall make recommendations to the Board of Directors with
respect to incentive-compensation plans and equity-based plans.

C-1

The Committee shall have the sole authority to retain and terminate any
compensation consultant retained to assist in the evaluation of the
compensation of the Company's directors and officers, including the CEO, and
shall have sole authority to approve the fees and other terms applicable to
the engagement of each such consultant so retained. The Committee shall also
have authority to obtain advice and assistance from internal or external
legal, accounting or other advisors.

The Committee shall administer the Company's stock option and stock
incentive plans (except to the extent the Board of Directors serves as
administrator under such plans), the Cash Bonus Plan and the Executive Officer
Cash Bonus Plan, in each case, in accordance with the terms of the plan and in
accordance with Applicable Requirements.

The Committee shall be responsible for producing an annual report on
executive compensation for inclusion in the Company's proxy statement relating
to its annual meeting of stockholders in accordance with Applicable
Requirements.

The Committee shall make regular reports to the Board of Directors.

The Committee shall review and reassess the adequacy of this Charter
annually and, upon the completion of each such review, recommend any proposed
changes to the Board of Directors for approval.

The Committee shall annually evaluate its own performance and report to the
Board of Directors the conclusions of the Committee resulting from such
review.

Other than the reports required to be made by the Committee, each of which
shall be made by the entire Committee, the Committee may from and delegate
authority to one or more subcommittees. Each such subcommittee shall consist
of one or more members of the Compensation Committee.

Adopted by the Board of Directors: December 12, 2002
As amended: December 11, 2003

C-2

ADDENDUM "D"

TOLL BROTHERS, INC.

Corporate Governance Guidelines

The following constitute the corporate governance guidelines of Toll
Brothers, Inc. established by the Company's Board of Directors:

Director Qualification Standards. The qualifications standards of members of
the Board of Directors shall, in the minimum, reflect the independence and
other requirements set forth in the applicable rules of the New York Stock
Exchange and any applicable federal and state laws. Any substantive
qualification requirements for membership on the Board of Directors, including
a policy limiting the number of boards on which a Director may sit, and
Director tenure, retirement and succession, shall be determined from time to
time by the Company's Nominating/Corporate Governance Committee.

Director Responsibilities. The business and affairs of the Company shall be
under the direction of the Board of Directors. The Board shall have oversight
of management's conduct of the business and shall review the Company's
financial results. Directors are expected to dedicate themselves to promoting
the best interests of the stockholders as respects corporate governance,
fiduciary responsibilities, duty of loyalty, compliance with applicable laws
and review and familiarity with the Company's accounting, operational,
internal controls, disclosure controls and policies and other major corporate
functions. The Board shall be responsible for selecting, evaluating and
replacing officers of the Company in accordance with the Bylaws of the
Company. Board members are expected to attend meetings, except for good
reason, and to be prepared for meetings by becoming familiar with materials
distributed to them.

Directors Access to Management; Independent Advisors. The Board, and each of
its members, shall have direct access to management of the Company and, where
the Board deems necessary and appropriate, independent advisors.

Director Compensation. The Board shall set, and from time to time review, its
compensation and may seek independent advice with respect thereto.
Compensation for Directors may be in the form of Director's fees, as well as
formula-based stock options pursuant to a plan or plans approved by
stockholders; provided, however, that separate or additional compensation may
be provided for committee membership and for Chairs of committees or
subcommittees. Board members may be compensated for their expenses in
attending meetings and fulfilling functions assigned to them by the Board or
committees. The Board should be sensitive to questions relating to Directors'
independence which may be raised with regard to excess fees and benefits,
charitable contributions to organizations in which a Director is affiliated,
consulting or other agreements with a Director and, generally, any interested
party or conflict of interest transactions.

Director Orientation and Continuing Education. The Board of Directors shall
assure that there is a continuing process for orientation of Board members to
the changing aspects of the Company's business and continuing education with
regard to the Company's operations and financial status.

Management Succession. The Board should be sensitive to succession planning
issues, including policies and principles for selection of a chief executive
officer, performance review and policies regarding succession in the event of
an emergency or the retirement of the CEO.

Annual Performance Evaluation of the Board. The Board should conduct a self
evaluation at least annually to determine whether it and its Committees are
functioning effectively.

Adopted by the Board of Directors: December 12, 2002
Amended: December 11, 2003

D-1

ADDENDUM "E"

TOLL BROTHERS, INC.

Code of Ethics for Principal Executive Officer and Senior Financial Officers

This Code of Ethics for the Principal Executive Officer and the Senior
Financial Officers (the "Code") of Toll Brothers, Inc. (the "Company") applies
to the Company's principal executive officer, principal financial officer,
principal accounting officer, controller and persons performing similar
functions designated by the Company's Board of Directors (collectively, the
"Senior Officers"). The Senior Officers must conduct themselves in accordance
with the principles and responsibilities set forth in this Code. Senior
Financial Officers who violate this Code may be subject to disciplinary
action. This Code has been adopted by management after review by the Audit
Committee.

Each of the Senior Officers shall:

1. Act with honesty and integrity, avoiding actual or apparent conflicts of
interest in personal and professional relationships.

2. Avoid transactions that involve potential conflicts of interest, which
have not been appropriately processed in accordance with Company policy or
reviewed and approved by the Board of Directors or the appropriate Board
Committee; disclose to one of individuals designated in item 11, below, any
material transaction or relationship that reasonably could be expected to give
rise to such a conflict.

3. Provide full, fair, accurate, timely and understandable disclosure in
reports and documents filed with, or submitted to, the SEC and in other public
communications made by the Company.

4. Comply in good faith with applicable laws, rules and regulations of
federal, state, provincial and local governments, and other appropriate
private and public regulatory agencies.

5. Act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing his or her independent
judgment to be subordinated.

6. Respect the confidentiality of information acquired in the course of his
or her work except when authorized or otherwise legally obligated to disclose.
Confidential information acquired in the course of his or her work shall not
be used for personal advantage.

7. Maintain skills important to his or her constituents' needs.

8. Promote ethical behavior as a responsible partner among peers in his or
her work environment.

9. Achieve responsible use of and control over all assets and resources
employed or entrusted to him or her.

10. Be accountable for adherence to this Code.

11. Promptly report any violations of this Code to one of the following
persons: Chief Executive Officer, General Counsel, Chairman of the Audit
Committee.

Adopted: December 12, 2002

E-1

TOLL BROTHERS, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

Annual Meeting of Stockholders - March 18, 2004

The undersigned stockholder of Toll Brothers, Inc. (the "Company"),
revoking all previous proxies, hereby appoints ROBERT I. TOLL, BRUCE E. TOLL AND
CARL B. MARBACH, and each of them individually, as the attorney and proxy of the
undersigned, with full power of substitution, to vote all shares of common stock
of the Company which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of the Company, to be held at the
offices of the Company, 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania on
March 18, 2004, and at any adjournment or postponement thereof. Said proxies are
authorized and directed to vote as indicated with respect to the matters
specified on the reverse side.

This proxy is solicited on behalf of the Board of Directors. This proxy,
when properly executed, will be voted in the manner directed herein by the
undersigned. Unless otherwise specified, the shares will be voted "FOR" the
election of the four Director nominees named on the reverse side and "FOR" the
approval of Ernst & Young LLP as the Company's independent auditors for the 2004
fiscal year. This proxy also delegates discretionary authority to vote with
respect to any other business which may properly come before the meeting or any
adjournment or postponement thereof.

(Continued on reverse side)

ANNUAL MEETING OF STOCKHOLDERS OF

TOLL BROTHERS, INC.

March 18, 2004

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.
------------------------------------------------------------------------------------------------------------------------------------

____________________________________________________________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE FOUR DIRECTOR NOMINEES NAMED BELOW AND "FOR" PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
____________________________________________________________________________________________________________________________________

FOR AGAINST ABSTAIN
1. Election of Directors: 2. The approval of Ernst & Young LLP as the [ ] [ ] [ ]
Company's auditors for the 2004 fiscal
year.

NOMINEES:
[ ] FOR ALL NOMINEES 0 ZVI BARZILAY 3. To transact such other business as may properly come before
0 EDWARD G. BOEHNE the Meeting or any adjournment or postponement thereof.
[ ] WITHHOLD AUTHORITY 0 RICHARD J. BRAEMER
FOR ALL NOMINEES 0 CARL B. MARBACH THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF
ANNUAL MEETING, PROXY STATEMENT AND 2003 ANNUAL REPORT OF
[ ] FOR ALL EXCEPT TOLL BROTHERS, INC.
(See instructions below)
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.

INSTRUCTION: To withhold authority to vote for any individual
nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next
to each nominee you wish to withhold, as shown here:
______________________________________________________________

______________________________________________________________
To change the address on your account, please check the
box at right and indicate your new address in the address [ ]
space above. Please note that changes to the registered
name(s) on the account may not be submitted via this
method.

Signature of Stockholder [ ] Date: [ ] Signature of Stockholder [ ] Date: [ ]

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.