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 *
TOLL ROBERT I
   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 Chairman
(Last)
(First)
(Middle)
250 GIBRALTAR ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
12/19/2013
(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 12/19/2013   S   235,623 D $ 34.2401 (1) (2) 10,198,708 D  
Common Stock 12/19/2013   G V 29,238 D $ 0 709,350 I Entities Wholly Owned By Reporting Person
Common Stock 12/20/2013   M   200,000 (3) A $ 0 10,398,708 D  
Common Stock 12/20/2013   F   92,180 D $ 34.22 10,306,528 D  
Common Stock 12/20/2013   S   164,377 D $ 34.4053 (1) (4) 10,142,151 D  
Common Stock 12/23/2013   G V 11,550 A $ 0 120,225 I Trusts
Common Stock 12/23/2013   G V 11,550 D $ 0 10,130,601 D  
Common Stock               2,527 I 401(k) Plan
Common Stock               150,978 I GRAT-Expires April, 2014

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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) $ 35.16 12/20/2013   A   100,000   12/20/2014(5) 12/20/2023 Common Stock 100,000 $ 0 100,000 D  
Performance Based Restricted Stock Units $ 0 (6) 12/20/2013   M     200,000 (3) 12/20/2010(6) 12/20/2015(6) Common Stock 200,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TOLL ROBERT I
250 GIBRALTAR ROAD
HORSHAM, PA 19044		   X     Executive Chairman  

Signatures

 /s/Kathryn G. Flanagan,attorney-in-fact   12/23/2013
**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 will provide, upon request by SEC staff, the issuer or a security holder, the full information about the number of shares sold at each separate sales price.
(2) Weighted average sales price-actual sale prices ranged from $34.20 to $34.44.
(3) Market Price Performance criteria was met on May 14, 2012. Service criteria met on 12/20/2013. See Footnote 6 below.
(4) Weighted average sales price-actual sale prices ranged from $34.20 to $34.61.
(5) Vesting 25% on 12/20/2014, 2015, 2016 and 2017. Exercisable as of vesting date.
(6) Each performance based restricted stock unit represents a contingent right to receive one share of TOl common stock and will vest and the reporting person will be entitled to receive the underlying shares if the average closing price of TOL's common stcok on the NYSE, measured over twenty consecutive trading days ending on or prior to December 20, 2015, increases 30% or more over the closing price on the NYSE of Tol's common stock on the NYSE on December 20, 2010, provided the reporting person continues to be employed by the company or serves as a member of the company's Board of Directors through December 20, 2013.

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