Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RASSMAN JOEL H
   2. Issuer Name and Ticker or Trading Symbol
TOLL BROTHERS INC [TOL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
250 GIBRALTAR ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
09/08/2008
(Street)

HORSHAM, PA 19044		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/08/2008   M   182,516 (1) A $ 5.7188 411,481 D  
Common Stock 09/08/2008   F   97,174 (1) D $ 26.47 314,307 D  
Common Stock               2,706 I 401(k) Plan
Common Stock               2,492 I BY GRAT -Expires February, 2009
Common Stock               22,508 I By GRAT-2008

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $ 4.375             12/20/2000 12/20/2009 Common Stock 317,144   317,144 D  
Stock Options (Right to buy) $ 9.6563             12/20/2000 12/20/2010 Common Stock 60,000   60,000 D  
Stock Options (Right to buy) $ 10.525             12/20/2003 12/20/2012 Common Stock 110,000   110,000 D  
Stock Options (Right to buy) $ 10.88             12/20/2002 12/20/2011 Common Stock 200,000   200,000 D  
Stock Options (Right to buy) $ 20.135             12/20/2004 12/20/2013 Common Stock 114,000   114,000 D  
Stock Options (Right to buy) $ 20.76             12/20/2008 12/20/2017 Common Stock 66,000   66,000 D  
Stock Options (Right to buy) $ 31.82             12/20/2007 12/20/2016 Common Stock 90,000   90,000 D  
Stock Options (Right to buy) $ 32.55             12/20/2005 12/20/2014 Common Stock 116,000   116,000 D  
Stock Options (Right to buy) $ 35.97             12/20/2006 12/20/2015 Common Stock 60,000   60,000 D  
Stock Options (Right to buy) $ 5.7188 09/08/2008   M     182,516 12/20/1999 12/20/2008 Common Stock 182,516 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RASSMAN JOEL H
250 GIBRALTAR ROAD
HORSHAM, PA 19044		   X     Executive Vice President  

Signatures

 Kathryn G. Flanagan,Attorney-in-Fact   09/10/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person exercised an option to purchase 182,516 shares at an exercise price of $5.7188 per share. The option was granted on December 20, 1998 as compensation and was scheduled to expire on December 20, 2008. The Company withheld 97,174 shares to cover payment of the exercise price and applicable tax withholding, and the Reporting Person received a net issuance of 85,342 shares, of which he will retain beneficial ownership following the exercise.

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