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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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) 12/19/2008 (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 12/16/2008   G V 15,960 D $ 0 15,300,869 D   Common Stock 12/16/2008   G V 15,960 A $ 0 90,315 (1) I Trusts Common Stock               2,706 I 401(k) Plan Common Stock               250,000 I By Grat-expires June, 2010 Common Stock               59,738 I By Grat-expires March, 2009 Common Stock               2,459,973 I Entities Wholly Owned By Reporting Person Common Stock               328,420 (2) I Partnership

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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

Performance Based Restricted Stock Units

$ 0 (3)

12/19/2008

A

200,000

12/19/2011(3)

12/19/2013(3)

Common Stock

200,000

$ 0

200,000

D

Restricted Stock Units

$ 0 (4)

12/19/2008

A

5,991

12/19/2009(4)

12/19/2012(4)

Common Stock

5,991

$ 0

5,991

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

/s/Kathryn G. Flanagan,attorney-in-fact		12/22/2008
**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)	By trusts f/b/o the reporting person's children and grandchildren. The reporting person's spouse is a co-trustee of such trusts.
(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)	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 stock on the NYSE, measured over twenty consecutive trading days ending on or prior to December 19, 2013, increases 30% or more over the closing price on the NYSE of TOL's common stock on the NYSE on December 19,2008; provided the reporting person continues to be employed by the company or serve as a member of the company's Board of Directors through December 19, 2011.
(4)	The restricted stock units vest 25% on each of December 19, 2009, 2010, 2011 and 2012. Vested shares will be delivered to the reporting person on or as soon as practicable after the date that is 30 days following December 19, 2012.

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