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 * BARZILAY ZVI   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) 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   382,516 (1) A $ 5.7188 489,908 D   Common Stock 09/08/2008   F   204,330 (1) D $ 26.47 285,578 D   Common Stock               2,706 I 401(k) Plan Common Stock               7,900 I By GRAT-Expires February, 2009

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

619,944

619,944

D

Stock Options (Right to buy)

$ 9.6563

12/20/2001

12/20/2010

Common Stock

240,000

240,000

D

Stock Options (Right to buy)

$ 10.525

12/20/2003

12/20/2012

Common Stock

250,000

250,000

D

Stock Options (Right to buy)

$ 10.88

12/20/2002

12/20/2011

Common Stock

480,000

480,000

D

Stock Options (Right to buy)

$ 20.135

12/20/2004

12/20/2013

Common Stock

254,000

254,000

D

Stock Options (Right to buy)

$ 20.76

12/20/2008

12/20/2017

Common Stock

120,000

120,000

D

Stock Options (Right to buy)

$ 31.82

12/20/2007

12/20/2016

Common Stock

150,000

150,000

D

Stock Options (Right to buy)

$ 32.55

12/20/2005

12/20/2014

Common Stock

240,000

240,000

D

Stock Options (Right to buy)

$ 35.97

12/20/2006

12/20/2015

Common Stock

120,000

120,000

D

Stock Options (Right to buy)

$ 5.7188

09/08/2008

M

382,516

12/20/1999

12/20/2008

Common Stock

382,516 (1)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARZILAY ZVI 250 GIBRALTAR ROAD HORSHAM, PA 19044	X		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 382,516 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 204,330 shares to cover payment of the exercise price and applicable tax withholding, and the Reporting Person received a net issuance of 178,186 shares, of which he will retain beneficial ownership following the exercise.

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