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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
250 GIBRALTAR ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
12/15/2006
(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 12/15/2006   A   242,560 A $ 0 (1) 16,401,724 D  
Common Stock 12/18/2006   M   471,098 A $ 0 16,872,822 D  
Common Stock               2,586 I 401(k) Plan
Common Stock               157,011 I By GRAT-Expires October, 2007
Common Stock               12,248 I By GRAT-Expires September, 2007
Common Stock               2,790,714 I Entities wholly owned by reporting person
Common Stock               328,420 (2) I Partnership
Common Stock               48,790 (3) I Trusts

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Phantom Stock $ 0 12/18/2006   M     471,098 12/12/2004 12/12/2004 Common Stock 471,098 $ 0 0 (4) D  
Stock Options (Right to buy) $ 4.375             12/20/1999 12/20/2009 Common Stock 3,000,000   3,000,000 D  
Stock Options (Right to buy) $ 5.5782             12/30/1998 12/30/2008 Common Stock 190,000   190,000 D  
Stock Options (Right to buy) $ 5.7188             12/20/1999 12/20/2008 Common Stock 1,000,000   1,000,000 D  
Stock Options (Right to buy) $ 5.7657             11/03/1998 11/03/2007 Common Stock 200,000   200,000 D  
Stock Options (Right to buy) $ 6             11/02/1999 11/02/2008 Common Stock 200,000   200,000 D  
Stock Options (Right to buy) $ 6.8594             12/30/1997 12/30/2007 Common Stock 960,000   960,000 D  
Stock Options (Right to buy) $ 7.375             03/13/1998 03/13/2008 Common Stock 250,000   250,000 D  
Stock Options (Right to buy) $ 9.6563             12/20/2001 12/20/2010 Common Stock 1,000,000   1,000,000 D  
Stock Options (Right to buy) $ 10.525             12/20/2003 12/20/2012 Common Stock 500,000   500,000 D  
Stock Options (Right to buy) $ 10.88             12/20/2002 12/20/2011 Common Stock 1,000,000   1,000,000 D  
Stock Options (Right to buy) $ 20.135             12/20/2004 12/20/2013 Common Stock 500,000   500,000 D  
Stock Options (Right to buy) $ 32.55             12/20/2005 12/20/2014 Common Stock 500,000   500,000 D  
Stock Options (Right to buy) $ 35.97             12/20/2006 12/20/2015 Common Stock 250,000   250,000 D  

Reporting Owners

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

Signatures

 Kathryn G. Flanagan,Attorney-in-Fact   12/19/2006
**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).
(4) The exercisable date and the expiration date of the remaining balance is 12/16/2006.
(1) Performance based award under bonus plan which provides that 40% of the bonus is to be paid in unrestricted shares of common stock, the number of which is based on a per share price of $28.91(the closing price of the Company's common stock on the New York Stock Exchange ("NYSE") on October 31, 2006). The shares will be distributed on January 5, 2007. On January 5, 2007, Mr. Toll will exchange $1.2 million of the unrestricted shares of common stock granted under the bonus plan on December 15, 2006, valued as of the bonus plan valuation date of October 31, 2006, for restricted shares of common stock, the number of which will be determined by dividing $1.2 million by the closing price of the Company's common stock on the NYSE on January 5, 2007.
(2) By a partnership of which trusts f/b/o the reporting person's children are the sole partners. The reporting person's spouse is co-trustee of such trusts.
(3) By trusts f/b/o the reporting person's children and grandchildren. The reporting person's spouse is a co-trustee of such trusts.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.