content: <PAGE>
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                              FORM 10-Q
  
  
  (Mark One)
   X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED   April 30, 1994
                                 OR
   -- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______
  
  Commission file number       1-9186      
                              --------
  
  
                         TOLL BROTHERS, INC.
  - - ------------------------------------------------------------------------
       (Exact name of registrant as specified in its charter)
  
  
              Delaware                  23-2416878        
            ----------                 ------------
  (State or other jurisdiction of    (I.R.S. Employer
   incorporation or organization)   Identification No.)
  
  
       3103 Philmont Avenue, Huntingdon Valley, Pennsylvania     19006
  - - -------------------------------------------------------------------------
             (Address of principal executive offices)         (Zip Code)
  
  
                           (215) 938-8000
  - - ------------------------------------------------------------------------
        (Registrant's telephone number, including area code)
  
  
                           Not applicable
  - - ------------------------------------------------------------------------
        (Former name, former address and former fiscal year, 
                   if changed since last  report)
  
  
  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act
  of 1934 during the preceding 12 months (or for such shorter period that the
  registrant was required to file such reports), and (2) has been subject to
  such filing requirements for the past 90 days.
  
                           Yes X       No
                              ---         ---
  
  
  Indicate the number of shares outstanding of each of the issuer's classes
  of common stock, as of the latest practicable date:
  
      Common Stock, $.01 par value:  33,417,991 shares as of May 31, 1994
  <PAGE>
  <PAGE>
                TOLL BROTHERS, INC. AND SUBSIDIARIES
  
                                INDEX
  
  
                                                      Page No.
                                                      ---------
  
     PART I.      Financial Information
  
           ITEM 1.   Financial Statements
  
                  Condensed Consolidated Balance 
                  Sheets April 30, 1994 (Unaudited) 
                  and October 31, 1993                     1
  
                  Condensed Consolidated Statements
                  of Income (Unaudited) For the 
                  Six Months and Three Months Ended 
                  April 30, 1994 and 1993                  2
    
                  Condensed Consolidated Statements
                  of Cash Flows (Unaudited) For the 
                  Six Months Ended April 30, 
                  1994 and 1993                            3
  
                  Notes to Condensed Consolidated 
                  Financial Statements (Unaudited)         4
  
           ITEM 2.   Management's Discussion and 
                     Analysis of Financial Condition 
                     and Results of Operations             6
  
  
     PART II.     Other Information                        9
  
  
     SIGNATURES                                           10
  <PAGE>
  <PAGE>1
  PART I.  ITEM 1.   FINANCIAL STATEMENTS
  
                TOLL BROTHERS, INC. AND SUBSIDIARIES
  
                CONDENSED CONSOLIDATED BALANCE SHEETS
                       (Amounts in thousands)
  <TABLE>
  <CAPTION>
                                                                April 30,          October 31,
                                                                  1994                1993    
                                                               (unaudited)          (Note 1)
  <S>                                                         <C>                 <C>
  ASSETS 
  
    Cash and cash equivalents                                   $ 40,146            $ 32,329
    Marketable securities, at cost which 
      approximates market                                          9,737               1,983
    Residential inventories (Note 2)                             446,599             402,515
    Property, construction and office equipment,
      at cost, net of accumulated depreciation of
      $11,526 at April 30, 1994 and
      $10,910 at October 31, 1993                                 10,930              10,296
    Receivables, prepaid expenses and other assets                22,503              18,973
    Mortgage notes receivable                                      6,386               9,902
                                                                --------            --------
                                                                $536,301            $475,998
                                                                ========            ========
  
  
  LIABILITIES AND SHAREHOLDERS' EQUITY                                                                
    
    Loans payable                                               $ 13,906            $ 24,779
    Subordinated notes (Note 3)                                  231,472             174,442
    Customer deposits on sales contracts                          30,041              22,449
    Accounts payable                                              18,330              16,971
    Accrued expenses and other liabilities                        32,708              30,221
    Collateralized mortgage obligations                            6,968              10,810
  
    Income taxes payable:
      Current                                                      7,203              15,471
      Deferred                                                    14,766              13,849
                                                                --------            --------
                                                                  21,969              29,320
                                                                --------            --------
  
              Total liabilities                                  355,394             308,992
                                                                --------            --------
  
  
    Shareholders' equity (Note 3):
      Preferred stock                                                  -                   -
      Common stock                                                   334                 333
      Additional paid-in capital                                  36,251              35,206
      Retained earnings                                          144,322             131,467
                                                                --------            --------
  
              Total shareholders' equity                         180,907             167,006
                                                                --------            --------
  
                                                                $536,301            $475,998
                                                                ========            ========
  </TABLE>
                       See accompanying notes
  <PAGE>
  <PAGE>2
                TOLL BROTHERS, INC. AND SUBSIDIARIES
  
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            (Amounts in thousands except per share data)
                             (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                        Six months               Three months
                                                      ended April 30            ended April 30
                                                     1994        1993          1994        1993
                                                               (Note 1)                  (Note 1)
  <S>                                             <C>         <C>          <C>         <C>
  Revenues:
      Housing sales                                 $208,682    $148,566      $90,978     $73,105
      Interest and other                                 890       1,170          466         837
                                                    --------    --------     --------    --------
                                                     209,572     149,736       91,444      73,942
                                                    --------    --------     --------    --------
  
  Costs and expenses:
      Land and housing construction                  158,233     108,571       68,475      54,112
      Selling, general and administrative             22,775      19,783       12,398      10,355
      Interest                                         8,092       7,087        3,595       3,324
                                                    --------    --------     --------    --------
                                                     189,100     135,441       84,468      67,791
                                                    --------    --------     --------    --------
  
  Income before income taxes and
      change in accounting                            20,472      14,295        6,976       6,151
  
  Income taxes                                         7,617       5,699        2,626       2,446
                                                    --------    --------     --------    --------
  
  Income before change in accounting                  12,855       8,596        4,350       3,705
  
  Cumulative effect of change in 
      accounting for income taxes                       -          1,307         -           -   
                                                    --------    --------     --------    --------
   
  Net income                                        $ 12,855    $  9,903        4,350       3,705
                                                    ========    ========     ========    ========
  
  Income per share: (Note 4)
      Income before change in
          accounting                                $    .38    $    .26      $   .13     $   .11
  
      Cumulative change in accounting                      -         .04            -           -
                                                    --------    --------     --------    --------
  
      Net income                                    $    .38    $    .30      $   .13     $   .11
                                                    ========    ========     ========    ========
  
  Weighted average number of shares                   33,708      33,469       33,676      33,508
                                                    ========    ========     ========    ========
  
  </TABLE>
  
  
                                                                        
                       See accompanying notes
  <PAGE>
  <PAGE>3
                TOLL BROTHERS, INC. AND SUBSIDIARIES
  
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Note 5)
                       (Amounts in thousands)
                             (Unaudited)
  <TABLE>
  <CAPTION>
                                                                              Six months
                                                                             ended April 30  
                                                                         1994             1993 
  <S>                                                              <C>                 <C>
  Cash flows from operating activities:
      Net income                                                      $12,855             $ 9,903
      Adjustments to reconcile net income to net cash
          used in operating activities:
  
              Depreciation and amortization                             1,281               1,326
              Gain from repurchase of subordinated notes                  (78)
              Net realizable provisions                                 2,575                 600
              Increase in residential inventories                     (48,009)            (52,211)
              (Increase) decrease in receivables, prepaid
                  expenses and other assets                              (725)              2,897
              Increase in customer deposits on sales contracts          7,592               6,558
              Increase in accounts payable                              1,359                 482
              Increase in accrued expenses and other liabilities        2,489               2,921
              Decrease in current income taxes payable                 (8,268)             (1,354)
              Increase (decrease) in deferred income taxes payable      1,140                (353)
                                                                     --------            --------
  
                  Net cash used in operating activities               (27,789)            (29,231)
                                                                     --------            --------
  
  Cash flows from investing activities:
      Purchase of marketable securities, net                           (7,754)            (27,903)
      Purchase of property, construction and office 
          equipment, net                                               (1,362)               (849)
      Principal repayments of mortgage notes receivable                 3,527               8,083
                                                                     --------            --------
  
                 Net cash used in investing activities                 (5,589)            (20,669)
                                                                     --------            --------
  
  Cash flows from financing activities:
      Proceeds from loans payable                                      13,493              11,379
      Principal payments of loans payable                             (24,433)            (12,215)
      Net proceeds from issuance of subordinated notes                 55,575              71,993
      Repurchase of subordinated notes                                   (405)
      Principal payments of collateralized mortgage
          obligations                                                  (3,858)             (8,748)
      Proceeds from stock options exercised and employee
          stock plan purchases                                            823               1,007
                                                                     --------            --------
  
                  Net cash provided by financing activities            41,195              63,416
                                                                     --------            --------
  
  Net increase in cash and cash equivalents                             7,817              13,516
  Cash and cash equivalents, beginning of period                       32,329              33,407
                                                                     --------            --------
  
  Cash and cash equivalents, end of period                            $40,146             $46,923
                                                                     ========            ========
  
  </TABLE>
                       See accompanying notes<PAGE>
  <PAGE>4
                TOLL BROTHERS, INC. AND SUBSIDIARIES
  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
                       (Amounts in thousands)
                             (Unaudited)
  1.    Basis of Presentation
  
        The accompanying unaudited condensed consolidated financial
        statements have been prepared in accordance with the rules and
        regulations of the Securities and Exchange Commission for interim
        financial information.  The October 31, 1993 balance sheet
        amounts and disclosures included herein have been derived from
        the October 31, 1993 audited financial statements of the
        Registrant.  Since the accompanying condensed consolidated
        financial statements do not include all the information and
        footnotes required by generally accepted accounting principles
        for complete financial statements, it is suggested that they be
        read in conjunction with the financial statements and notes
        thereto included in the Registrant's October 31, 1993 Annual
        Report on Form 10-K.  In the opinion of management, the
        accompanying unaudited condensed consolidated financial
        statements include all adjustments, which are of a normal
        recurring nature, necessary to present fairly the Company's
        financial position as of April 30, 1994 and 1993, the results of
        its operations for the six months and three months then ended and
        its cash flows for the six months then ended.  The results of
        operations for such interim period are not necessarily indicative
        of the results to be expected for the full year.
  
        During the fourth quarter of 1993, the Company adopted Statement
        of Financial Accounting Standards Board ("FASB") No. 109,
        "Accounting for Income Taxes", effective November 1, 1992.  This
        Statement requires a liability approach for measuring deferred
        taxes based on temporary differences between the financial
        statement and tax bases of assets and liabilities existing at
        each balance sheet date using enacted tax rates for years in
        which taxes are expected to be paid or recovered.  In accordance
        with  FASB 109, the cumulative effect of this change in
        accounting for income taxes of $1.3 million of income has been
        included in the consolidated statement of income for the quarter
        ended January 31, 1993 and for the six months ended April 30,
        1993.  
  
        The net results of the Company's collateralized mortgage
        financing operations have been included in interest and other
        revenues.  Certain amounts for the six months and three months
        ended April 30, 1993 have been restated to reflect this
        treatment.
  
  2.    Residential Inventories
  
        Residential inventories consisted of the following:
  
  <TABLE>
  <CAPTION>
                                                           April 30,       October 31,
                                                             1994             1993
  <S>                                                    <C>            <C>
           Land and land development costs                 $145,939       $122,258
           Construction in progress                         253,345        220,680
           Sample homes                                      18,923         15,297
           Land deposits and costs of future development     14,405         15,773
           Loan assets acquired for future development        5,728         21,873
           Deferred marketing and financing costs             8,259          6,634
                                                           --------       --------
                                                           $446,599       $402,515
                                                           ========       ========
  </TABLE>
  
        Construction in progress includes the cost of homes under
        construction, land and land development and carrying costs of
        lots that have been substantially improved.  
  
  <PAGE>
  <PAGE>5
        The Company capitalizes certain interest costs to inventories
        during the development and construction period.  Capitalized
        interest is charged to interest expense when the related
        inventories are closed.  Interest incurred, capitalized and
        expensed is summarized as follows:
  
  <TABLE>
  <CAPTION>
                                           Six months              Three months
                                         ended April 30           ended April 30
                                        1994         1993        1994         1993
  <S>                                <C>          <C>         <C>          <C>
        Interest capitalized,
            beginning of period       $38,270     $34,470      $37,437     $35,023
        Interest incurred              10,569       9,422        5,493       5,105
        Interest expensed              (8,092)     (7,087)      (3,595)     (3,323)
        Write off to cost of sales     (1,412)       -            -           -   
                                     --------    --------     --------    --------
        Interest capitalized,
            end of period             $39,335     $36,805      $39,335     $36,805
                                     ========    ========     ========    ========
  </TABLE>
  
  3.    Public Offering of Convertible Senior Subordinated Notes
  
        In January 1994, the Company completed a public offering of $57.5
        million principal amount of 4 3/4% convertible senior
        subordinated notes due January 15, 2004.  The notes were issued
        at par by one of the Company's subsidiaries and are guaranteed by
        the Company.  The net proceeds from the sale of the notes,
        approximately $55.8 million, was or will be used to repay bank
        debt, acquire residential property and for general corporate
        purposes.  Pending such applications, the net proceeds are
        invested in high-grade, short-term, marketable, interest-bearing
        securities.  The notes are convertible into shares of common
        stock of the Company at the option of the noteholder at any time
        prior to maturity, unless previously redeemed, at a conversion
        price of $21.75 per share.  In April 1994 the Company acquired
        $500,000 of these notes in the open market.  The gain realized by
        the Company was immaterial and is included in other income.
  
  4.    Net Income Per Share
  
        Net income per share is based on the weighted average number of
        shares of common stock and common stock equivalents outstanding. 
        Common stock equivalents include dilutive stock options.  Fully
        diluted earnings per share did not differ significantly from
        primary earnings per share for the six month and three month
        periods ended April 30, 1994.
  
  5.    Supplemental Disclosures to Statements of Cash Flows
  
        The following are supplemental disclosures to the statements of
        cash flows:
  
  <TABLE>
  <CAPTION>
                                                                   Six months
                                                                 ended April 30  
                                                               1994          1993 
  <S>                                                       <C>            <C>
        Supplemental disclosures of cash flow
            information:
                Interest paid, net of amount capitalized    $ 2,150         $2,543
                                                           ========       ========
  
                Income taxes paid                           $14,745         $6,099
                                                           ========       ========
  
        Supplemental disclosures of non-cash
            financing activities:
                Income tax benefit relating to 
                    exercise of employee stock options      $   223         $  533
                                                           ========       ========
  </TABLE>
  <PAGE>
  <PAGE>6
  PART I.  ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  RESULTS OF OPERATIONS
  
  Homebuilding
  
  The following table sets forth, for the periods indicated, certain income
  statement items related to the Company's operations as percentages of
  total revenues and certain other data:
  
  <TABLE>
  <CAPTION>
                                                     Six months              Three months
                                                   ended April 30           ended April 30
                                                  1994         1993        1994         1993
  <S>                                          <C>          <C>         <C>          <C>
        Revenues                                 100.0%      100.0%       100.0%      100.0%
  
        Costs and expenses:
            Land and housing construction          75.5        72.5         74.9        73.2
            Selling, general and administrative    10.9        13.2         13.6        14.0
            Interest                                3.8         4.7          3.9         4.5
                                                 ------      ------       ------      ------
            Total costs and expenses               90.2        90.4         92.4        91.7
                                                 ------      ------       ------      ------
  
        Income before taxes and change in 
            in accounting                          9.8%        9.6%         7.6%        8.3%
                                                 ======      ======       ======      ======
  
        Number of homes closed                      682         504          296         254
                                                 ======      ======       ======      ======
  </TABLE>
  
  Revenues for the six months and three months ended April 30, 1994 were
  higher than those of the comparable period of the prior year by
  approximately $59.8 million, or 40%, and $17.5 million, or 24%,
  respectively. The higher revenues were primarily attributable to the
  increased number of homes closed, which was due to the significantly
  larger contract backlog at the beginning of fiscal 1994, as compared to a
  year earlier.  In addition, the average sales price per home increased in
  the six month and three month periods of fiscal 1994 as compared to the
  same periods of fiscal 1993 as the result of a change in product mix and
  a shift in the location of homes closed to more expensive communities.  
  
  The average sales price per home settled will vary on a period to period
  basis due to the product and community mix of homes closed.  This mix
  change resulted in an increase in the average sales price per home closed
  in the second quarter of fiscal 1994 as compared to the second quarter of
  fiscal 1993 and to the first quarter of fiscal 1994, whereas, the average
  selling price per home settled declined in the second quarter of 1993 as
  compared to the first quarter of 1993.  Based upon the backlog of homes
  under contract at April 30, 1994, the Company anticipates that the
  average selling price per home closed will increase throughout the
  remainder of 1994 as compared to fiscal 1993 and the first half of 1994.
  
  The aggregate sales value of new contracts signed during the six months
  and three months ended April 30, 1994 amounted to $293.2 million (881
  homes) and $193.9 million (582 homes), respectively, as compared to
  $239.7 million (792 homes) and $151.5 million (502 homes) for the same
  periods of 1993.  The Company believes that these increases of 22% for
  the six months and 28% for the three months of fiscal 1994 over the same
  periods of fiscal 1993 are the result of (a) the Company's expansion
  through a greater penetration of existing markets and its entry into new
  markets such as New York State and California, (b) a shift in product mix
  to higher priced communities as well as price increases in existing
  communities, (c) diminished competition due to the poor economic
  conditions of the past several years and (d) pent up demand.
  
  The Company's backlog of homes under contract of April 30, 1994 and 1993
  were $369.9 million (1,091 homes) and $278.2 million (909 homes),
  respectively.  Orders for new homes are generally the strongest during
  the Company's second quarter and consequently the backlog at April 30 is
  generally at its highest level for the Company's fiscal year.
  <PAGE>
  <PAGE>7
  Land and construction costs for the three months ended April 30, 1994
  increased as a percentage of sales as compared to the comparable quarter
  of 1993 due principally to the increase in the cost of materials
  (primarily lumber) and an increase in costs due to the severe weather
  conditions that the Company experienced in the later part of its first
  quarter of fiscal 1994 and a substantial portion of the second quarter. 
  These weather conditions resulted in increased spending as well as
  reduced construction activity which increased per home overhead costs. 
  Costs for the six months ended April 30, 1994 were similarly affected by
  the aforementioned material price increases and adverse weather
  conditions.  During the April 30, 1993 quarter the Company provided
  $600,000 for the writedown to net realizable value of one community.  In
  the first quarter of 1994, the Company recognized a $2.6 million charge
  related to the writeoff of previously capitalized costs of a future
  community that it no longer considered realizable.  No writeoffs were
  made in the first quarter of fiscal 1993 or the second quarter of fiscal
  1994. 
  
  Selling, general and administrative expenses were lower as a percentage
  of revenues in the six month and three month periods ended April 30, 1994
  compared to the same periods of 1993 but actual costs incurred in each
  period of fiscal 1994 were greater than the comparable period of fiscal
  1993.  The increase in selling expenses, approximately $1.9 million for
  the six month and $1.0 million for the three months were due to the
  greater number of homes closed in the 1994 periods over the 1993 periods,
  and to the higher number of communities that the Company was offering
  homes for sale in fiscal 1994 compared to 1993.  The remaining increase,
  attributable to increased general and administrative expenses, was
  primarily due to increased payroll and payroll related costs and was due
  to the increased number of communities that the Company had open in 1994
  as compared to 1993.
  
  Interest expense for the six months and three months ended April 30, 1994
  was lower as a percentage of revenues and on a per home basis than in the
  comparable periods of fiscal 1993.  On average, the land and land
  development costs associated with the homes closed in the fiscal 1994
  periods remained in inventory for a shorter period of time than those
  closed in the prior year.  In addition, the amount of interest incurred
  in recent years has declined as a percentage of inventory due to lower
  interest rates and the decline in the amount of debt in proportion to the
  amount of inventory.  Accordingly, less capitalized interest was
  accumulated on the homes closed in 1994 than on those closed in 1993.  
  
  Collateralized Mortgage Financing
  
  The Company has not chosen to participate in any collateralized mortgage
  financings since fiscal 1987.  Accordingly, revenues and expenses have
  declined in each successive year since then as a result of, and to the
  extent of, prepayments and normal amortization of the mortgage notes
  receivable.  The results of collateralized mortgage financing operations
  have been and are expected to continue to be insignificant to
  consolidated results of operations.  The net results of the
  collateralized mortgage financings are included in interest and other
  revenue.
  
  Income Taxes
  
  Income taxes for the six months ended April 30, 1994 and 1993 were
  provided at effective rates of 37.2% and 39.9%, respectively.  The
  effective rate for the six months of fiscal 1994 was lower than the
  anticipated effective rate of 39% due principally to the recognition of a
  benefit from the application of FASB 109 related to a change in the
  Company's projected tax rate on its deferred tax assets and liabilities
  and the effect of non-taxable income from investments.  Income taxes for
  the second quarter of 1994 and 1993 were provided at effective rates of
  37.6% and 39.8%, respectively.  The effective tax rate for the second
  quarter of 1994 was lower than the anticipated rate of 39% due primarily
  to the effect of non-taxable income from investments. 
  
  Effective November 1, 1992, the Company adopted Statement of Financial
  Accounting Standard No. 109, "Accounting for Income Taxes".  This
  Statement requires a liability approach for measuring deferred taxes
  based on temporary differences between the financial statement and tax
  bases of assets and liabilities existing at each balance sheet date using
  enacted tax rates for years in which taxes are expected to be recovered
  or paid.  The cumulative effect of this change in accounting for income
  taxes of $1.3 million of income has been included in the consolidated
  statement of income for the three months ended January 31, 1993 and the
  six months ended April 30, 1993.
  <PAGE>
  <PAGE>8
  CAPITAL RESOURCES AND LIQUIDITY
  
  Funding for the Company's residential development activities is
  principally provided by cash flows from homebuilding operations,
  unsecured bank borrowings, and from the  public debt and equity markets. 
  
  The Company has a $150 million unsecured revolving credit facility with
  nine banks which extends through October 1996.  As of April 30, 1994, the
  Company had $10.0 million of loans and approximately $45.5 million of
  letters of credit outstanding under the facility. 
  
  In January 1994, the Company completed a public offering of $57.5 million
  principal amount of 4 3/4% convertible senior subordinated notes due
  January 15, 2004.  The notes were issued by one of the Company's
  subsidiaries and are guaranteed by the Company.  The net proceeds from
  the sale of the notes, approximately $55.8 million, was or will be used
  to repay bank debt, acquire residential property and for general
  corporate purposes.  Pending such applications, the net proceeds are
  invested in high-grade, short-term, marketable, interest-bearing
  securities.
  
  The Company has not participated in collateralized mortgage financing
  activities since 1987 and the effect on consolidated capital resources
  and liquidity is insignificant.  
  
  The Company believes that it will be able to fund its activities through
  a combination of operating cash flow, cash balances, bank borrowings and
  the public debt and equity markets.
  <PAGE>
  <PAGE>9
  PART II.     Other Information
  
     ITEM 1. Legal Proceedings  
  
             None.
  
     ITEM 2. Changes in Securities
  
             None.
  
     ITEM 3. Defaults upon Senior Securities
  
             None.
  
     ITEM 4. Submission of Matters to a Vote of Security Holders
  
             (a)  The Company's 1994 Annual Meeting of Shareholders
                  was held on March 17, 1994.
             (b)  Not required.
             (c)  The following proposals were submitted to a vote of
                  shareholders and were approved by the affirmative
                  vote of a majority of the shares of common stock of
                  the Company that were outstanding and entitled to
                  vote, as indicated below.
  
                  The approval of Ernst & Young as the Company's
                  independent auditors for the 1994 fiscal year.
  
                            FOR         AGAINST       ABSTAIN
                           -------      -------       -------
                         20,595,840      8,329         4,365
  
                  To consider and act upon the adoption of the Toll
                  Brothers, Inc. Key Executives and Non-Employee
                  Directors Stock Option Plan (1993).
  
                            FOR         AGAINST       ABSTAIN
                           -------      -------       -------
                         20,241,840     356,369        9,505
  
                  To consider and act upon the adoption of the Toll
                  Brothers, Inc. Cash Bonus Plan.
  
                            FOR         AGAINST       ABSTAIN
                           -------      -------       -------
                         20,172,855     428,554        6,305
  
     ITEM 5. Other Information
  
             None.
  
     ITEM 6. Exhibits and Reports on Form 8-K
  
             (a)  Exhibits
  
                  Exhibits 11.  Statement Regarding Computation of Per
                  Share Earnings.
  
             (b)  Reports on Form 8-K
  
                  Form 8-K dated December 17, 1993 related to the
                  adoption by the Board of Directors and by the
                  shareholders of the Toll Brothers, Inc. Key
                  Executives and Non-Employee Directors Stock Option
                  Plan (1993) and the Toll Brothers, Inc. Cash Bonus
                  Plan.
  <PAGE>
  <PAGE>10
                             SIGNATURES
  
  
  
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                    TOLL BROTHERS, INC.
                                       (Registrant)
  
  
  
  Date:  June 13, 1994          By: /s/ Joel H. Rassman 
                                    ------------------------
                                        Joel H. Rassman
                                        Senior Vice President,
                                        Treasurer and Chief
                                        Financial Officer
  
  
  
  
  Date:  June 13, 1994          By: /s/ Joseph R. Sicree  
                                    ------------------------
                                        Joseph R. Sicree
                                        Vice President -
                                        Chief Accounting Officer
                                       (Principal Accounting
                                        Officer)
metadata_documents: [{"type": "10-Q", "sequence": "1", "description": "APRIL 30, 1994 FORM 10-Q", "secsgml_size_bytes": 37050}]
metadata_filer: {"company-data": {"conformed-name": "TOLL BROTHERS INC", "cik": "0000794170", "assigned-sic": "1531", "irs-number": "232416878", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-09186", "film-number": "94534092"}, "business-address": {"street1": "3103 PHILMONT AVE", "city": "HUNTINGDON VALLEY", "state": "PA", "zip": "19006", "phone": "2159388000"}, "mail-address": {"street1": "3103 PHILMONT AVENUE", "city": "HUNTINGDON VALLEY", "state": "PA", "zip": "19006"}}
text: SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                              FORM 10-Q
  
  (Mark One)
   X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED   April 30, 1994
                                 OR
   -- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______
  
  Commission file number       1-9186      
                              --------
  
                         TOLL BROTHERS, INC.
  - - ------------------------------------------------------------------------
       (Exact name of registrant as specified in its charter)
  
              Delaware                  23-2416878        
            ----------                 ------------
  (State or other jurisdiction of    (I.R.S. Employer
   incorporation or organization)   Identification No.)
  
       3103 Philmont Avenue, Huntingdon Valley, Pennsylvania     19006
  - - -------------------------------------------------------------------------
             (Address of principal executive offices)         (Zip Code)
  
                           (215) 938-8000
  - - ------------------------------------------------------------------------
        (Registrant's telephone number, including area code)
  
                           Not applicable
  - - ------------------------------------------------------------------------
        (Former name, former address and former fiscal year, 
                   if changed since last  report)
  
  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act
  of 1934 during the preceding 12 months (or for such shorter period that the
  registrant was required to file such reports), and (2) has been subject to
  such filing requirements for the past 90 days.
  
                           Yes X       No
                              ---         ---
  
  Indicate the number of shares outstanding of each of the issuer's classes
  of common stock, as of the latest practicable date:
  
      Common Stock, $.01 par value:  33,417,991 shares as of May 31, 1994
  TOLL BROTHERS, INC. AND SUBSIDIARIES
  
                                INDEX
  
                                                      Page No.
                                                      ---------
  
     PART I.      Financial Information
  
           ITEM 1.   Financial Statements
  
                  Condensed Consolidated Balance 
                  Sheets April 30, 1994 (Unaudited) 
                  and October 31, 1993                     1
  
                  Condensed Consolidated Statements
                  of Income (Unaudited) For the 
                  Six Months and Three Months Ended 
                  April 30, 1994 and 1993                  2
    
                  Condensed Consolidated Statements
                  of Cash Flows (Unaudited) For the 
                  Six Months Ended April 30, 
                  1994 and 1993                            3
  
                  Notes to Condensed Consolidated 
                  Financial Statements (Unaudited)         4
  
           ITEM 2.   Management's Discussion and 
                     Analysis of Financial Condition 
                     and Results of Operations             6
  
     PART II.     Other Information                        9
  
     SIGNATURES                                           10
  1
  PART I.  ITEM 1.   FINANCIAL STATEMENTS
  
                TOLL BROTHERS, INC. AND SUBSIDIARIES
  
                CONDENSED CONSOLIDATED BALANCE SHEETS
                       (Amounts in thousands)
  April 30,          October 31,
                                                                  1994                1993    
                                                               (unaudited)          (Note 1)
  ASSETS 
  
    Cash and cash equivalents                                   $ 40,146            $ 32,329
    Marketable securities, at cost which 
      approximates market                                          9,737               1,983
    Residential inventories (Note 2)                             446,599             402,515
    Property, construction and office equipment,
      at cost, net of accumulated depreciation of
      $11,526 at April 30, 1994 and
      $10,910 at October 31, 1993                                 10,930              10,296
    Receivables, prepaid expenses and other assets                22,503              18,973
    Mortgage notes receivable                                      6,386               9,902
                                                                --------            --------
                                                                $536,301            $475,998
                                                                ========            ========
  
  LIABILITIES AND SHAREHOLDERS' EQUITY                                                                
    
    Loans payable                                               $ 13,906            $ 24,779
    Subordinated notes (Note 3)                                  231,472             174,442
    Customer deposits on sales contracts                          30,041              22,449
    Accounts payable                                              18,330              16,971
    Accrued expenses and other liabilities                        32,708              30,221
    Collateralized mortgage obligations                            6,968              10,810
  
    Income taxes payable:
      Current                                                      7,203              15,471
      Deferred                                                    14,766              13,849
                                                                --------            --------
                                                                  21,969              29,320
                                                                --------            --------
  
              Total liabilities                                  355,394             308,992
                                                                --------            --------
  
    Shareholders' equity (Note 3):
      Preferred stock                                                  -                   -
      Common stock                                                   334                 333
      Additional paid-in capital                                  36,251              35,206
      Retained earnings                                          144,322             131,467
                                                                --------            --------
  
              Total shareholders' equity                         180,907             167,006
                                                                --------            --------
  
                                                                $536,301            $475,998
                                                                ========            ========
  See accompanying notes
  2
                TOLL BROTHERS, INC. AND SUBSIDIARIES
  
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            (Amounts in thousands except per share data)
                             (Unaudited)
  Six months               Three months
                                                      ended April 30            ended April 30
                                                     1994        1993          1994        1993
                                                               (Note 1)                  (Note 1)
  Revenues:
      Housing sales                                 $208,682    $148,566      $90,978     $73,105
      Interest and other                                 890       1,170          466         837
                                                    --------    --------     --------    --------
                                                     209,572     149,736       91,444      73,942
                                                    --------    --------     --------    --------
  
  Costs and expenses:
      Land and housing construction                  158,233     108,571       68,475      54,112
      Selling, general and administrative             22,775      19,783       12,398      10,355
      Interest                                         8,092       7,087        3,595       3,324
                                                    --------    --------     --------    --------
                                                     189,100     135,441       84,468      67,791
                                                    --------    --------     --------    --------
  
  Income before income taxes and
      change in accounting                            20,472      14,295        6,976       6,151
  
  Income taxes                                         7,617       5,699        2,626       2,446
                                                    --------    --------     --------    --------
  
  Income before change in accounting                  12,855       8,596        4,350       3,705
  
  Cumulative effect of change in 
      accounting for income taxes                       -          1,307         -           -   
                                                    --------    --------     --------    --------
   
  Net income                                        $ 12,855    $  9,903        4,350       3,705
                                                    ========    ========     ========    ========
  
  Income per share: (Note 4)
      Income before change in
          accounting                                $    .38    $    .26      $   .13     $   .11
  
      Cumulative change in accounting                      -         .04            -           -
                                                    --------    --------     --------    --------
  
      Net income                                    $    .38    $    .30      $   .13     $   .11
                                                    ========    ========     ========    ========
  
  Weighted average number of shares                   33,708      33,469       33,676      33,508
                                                    ========    ========     ========    ========
  See accompanying notes
  3
                TOLL BROTHERS, INC. AND SUBSIDIARIES
  
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Note 5)
                       (Amounts in thousands)
                             (Unaudited)
  Six months
                                                                             ended April 30  
                                                                         1994             1993
  Cash flows from operating activities:
      Net income                                                      $12,855             $ 9,903
      Adjustments to reconcile net income to net cash
          used in operating activities:
  
              Depreciation and amortization                             1,281               1,326
              Gain from repurchase of subordinated notes                  (78)
              Net realizable provisions                                 2,575                 600
              Increase in residential inventories                     (48,009)            (52,211)
              (Increase) decrease in receivables, prepaid
                  expenses and other assets                              (725)              2,897
              Increase in customer deposits on sales contracts          7,592               6,558
              Increase in accounts payable                              1,359                 482
              Increase in accrued expenses and other liabilities        2,489               2,921
              Decrease in current income taxes payable                 (8,268)             (1,354)
              Increase (decrease) in deferred income taxes payable      1,140                (353)
                                                                     --------            --------
  
                  Net cash used in operating activities               (27,789)            (29,231)
                                                                     --------            --------
  
  Cash flows from investing activities:
      Purchase of marketable securities, net                           (7,754)            (27,903)
      Purchase of property, construction and office 
          equipment, net                                               (1,362)               (849)
      Principal repayments of mortgage notes receivable                 3,527               8,083
                                                                     --------            --------
  
                 Net cash used in investing activities                 (5,589)            (20,669)
                                                                     --------            --------
  
  Cash flows from financing activities:
      Proceeds from loans payable                                      13,493              11,379
      Principal payments of loans payable                             (24,433)            (12,215)
      Net proceeds from issuance of subordinated notes                 55,575              71,993
      Repurchase of subordinated notes                                   (405)
      Principal payments of collateralized mortgage
          obligations                                                  (3,858)             (8,748)
      Proceeds from stock options exercised and employee
          stock plan purchases                                            823               1,007
                                                                     --------            --------
  
                  Net cash provided by financing activities            41,195              63,416
                                                                     --------            --------
  
  Net increase in cash and cash equivalents                             7,817              13,516
  Cash and cash equivalents, beginning of period                       32,329              33,407
                                                                     --------            --------
  
  Cash and cash equivalents, end of period                            $40,146             $46,923
                                                                     ========            ========
  See accompanying notes
  4
                TOLL BROTHERS, INC. AND SUBSIDIARIES
  
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
                       (Amounts in thousands)
                             (Unaudited)
  1.    Basis of Presentation
  
        The accompanying unaudited condensed consolidated financial
        statements have been prepared in accordance with the rules and
        regulations of the Securities and Exchange Commission for interim
        financial information.  The October 31, 1993 balance sheet
        amounts and disclosures included herein have been derived from
        the October 31, 1993 audited financial statements of the
        Registrant.  Since the accompanying condensed consolidated
        financial statements do not include all the information and
        footnotes required by generally accepted accounting principles
        for complete financial statements, it is suggested that they be
        read in conjunction with the financial statements and notes
        thereto included in the Registrant's October 31, 1993 Annual
        Report on Form 10-K.  In the opinion of management, the
        accompanying unaudited condensed consolidated financial
        statements include all adjustments, which are of a normal
        recurring nature, necessary to present fairly the Company's
        financial position as of April 30, 1994 and 1993, the results of
        its operations for the six months and three months then ended and
        its cash flows for the six months then ended.  The results of
        operations for such interim period are not necessarily indicative
        of the results to be expected for the full year.
  
        During the fourth quarter of 1993, the Company adopted Statement
        of Financial Accounting Standards Board ("FASB") No. 109,
        "Accounting for Income Taxes", effective November 1, 1992.  This
        Statement requires a liability approach for measuring deferred
        taxes based on temporary differences between the financial
        statement and tax bases of assets and liabilities existing at
        each balance sheet date using enacted tax rates for years in
        which taxes are expected to be paid or recovered.  In accordance
        with  FASB 109, the cumulative effect of this change in
        accounting for income taxes of $1.3 million of income has been
        included in the consolidated statement of income for the quarter
        ended January 31, 1993 and for the six months ended April 30,
        1993.  
  
        The net results of the Company's collateralized mortgage
        financing operations have been included in interest and other
        revenues.  Certain amounts for the six months and three months
        ended April 30, 1993 have been restated to reflect this
        treatment.
  
  2.    Residential Inventories
  
        Residential inventories consisted of the following:
  April 30,       October 31,
                                                             1994             1993
  Land and land development costs                 $145,939       $122,258
           Construction in progress                         253,345        220,680
           Sample homes                                      18,923         15,297
           Land deposits and costs of future development     14,405         15,773
           Loan assets acquired for future development        5,728         21,873
           Deferred marketing and financing costs             8,259          6,634
                                                           --------       --------
                                                           $446,599       $402,515
                                                           ========       ========
  Construction in progress includes the cost of homes under
        construction, land and land development and carrying costs of
        lots that have been substantially improved.
  5
        The Company capitalizes certain interest costs to inventories
        during the development and construction period.  Capitalized
        interest is charged to interest expense when the related
        inventories are closed.  Interest incurred, capitalized and
        expensed is summarized as follows:
  Six months              Three months
                                         ended April 30           ended April 30
                                        1994         1993        1994         1993
  Interest capitalized,
            beginning of period       $38,270     $34,470      $37,437     $35,023
        Interest incurred              10,569       9,422        5,493       5,105
        Interest expensed              (8,092)     (7,087)      (3,595)     (3,323)
        Write off to cost of sales     (1,412)       -            -           -   
                                     --------    --------     --------    --------
        Interest capitalized,
            end of period             $39,335     $36,805      $39,335     $36,805
                                     ========    ========     ========    ========
  3.    Public Offering of Convertible Senior Subordinated Notes
  
        In January 1994, the Company completed a public offering of $57.5
        million principal amount of 4 3/4% convertible senior
        subordinated notes due January 15, 2004.  The notes were issued
        at par by one of the Company's subsidiaries and are guaranteed by
        the Company.  The net proceeds from the sale of the notes,
        approximately $55.8 million, was or will be used to repay bank
        debt, acquire residential property and for general corporate
        purposes.  Pending such applications, the net proceeds are
        invested in high-grade, short-term, marketable, interest-bearing
        securities.  The notes are convertible into shares of common
        stock of the Company at the option of the noteholder at any time
        prior to maturity, unless previously redeemed, at a conversion
        price of $21.75 per share.  In April 1994 the Company acquired
        $500,000 of these notes in the open market.  The gain realized by
        the Company was immaterial and is included in other income.
  
  4.    Net Income Per Share
  
        Net income per share is based on the weighted average number of
        shares of common stock and common stock equivalents outstanding. 
        Common stock equivalents include dilutive stock options.  Fully
        diluted earnings per share did not differ significantly from
        primary earnings per share for the six month and three month
        periods ended April 30, 1994.
  
  5.    Supplemental Disclosures to Statements of Cash Flows
  
        The following are supplemental disclosures to the statements of
        cash flows:
  Six months
                                                                 ended April 30  
                                                               1994          1993
  Supplemental disclosures of cash flow
            information:
                Interest paid, net of amount capitalized    $ 2,150         $2,543
                                                           ========       ========
  
                Income taxes paid                           $14,745         $6,099
                                                           ========       ========
  
        Supplemental disclosures of non-cash
            financing activities:
                Income tax benefit relating to 
                    exercise of employee stock options      $   223         $  533
                                                           ========       ========
  6
  PART I.  ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  RESULTS OF OPERATIONS
  
  Homebuilding
  
  The following table sets forth, for the periods indicated, certain income
  statement items related to the Company's operations as percentages of
  total revenues and certain other data:
  Six months              Three months
                                                   ended April 30           ended April 30
                                                  1994         1993        1994         1993
  Revenues                                 100.0%      100.0%       100.0%      100.0%
  
        Costs and expenses:
            Land and housing construction          75.5        72.5         74.9        73.2
            Selling, general and administrative    10.9        13.2         13.6        14.0
            Interest                                3.8         4.7          3.9         4.5
                                                 ------      ------       ------      ------
            Total costs and expenses               90.2        90.4         92.4        91.7
                                                 ------      ------       ------      ------
  
        Income before taxes and change in 
            in accounting                          9.8%        9.6%         7.6%        8.3%
                                                 ======      ======       ======      ======
  
        Number of homes closed                      682         504          296         254
                                                 ======      ======       ======      ======
  Revenues for the six months and three months ended April 30, 1994 were
  higher than those of the comparable period of the prior year by
  approximately $59.8 million, or 40%, and $17.5 million, or 24%,
  respectively. The higher revenues were primarily attributable to the
  increased number of homes closed, which was due to the significantly
  larger contract backlog at the beginning of fiscal 1994, as compared to a
  year earlier.  In addition, the average sales price per home increased in
  the six month and three month periods of fiscal 1994 as compared to the
  same periods of fiscal 1993 as the result of a change in product mix and
  a shift in the location of homes closed to more expensive communities.  
  
  The average sales price per home settled will vary on a period to period
  basis due to the product and community mix of homes closed.  This mix
  change resulted in an increase in the average sales price per home closed
  in the second quarter of fiscal 1994 as compared to the second quarter of
  fiscal 1993 and to the first quarter of fiscal 1994, whereas, the average
  selling price per home settled declined in the second quarter of 1993 as
  compared to the first quarter of 1993.  Based upon the backlog of homes
  under contract at April 30, 1994, the Company anticipates that the
  average selling price per home closed will increase throughout the
  remainder of 1994 as compared to fiscal 1993 and the first half of 1994.
  
  The aggregate sales value of new contracts signed during the six months
  and three months ended April 30, 1994 amounted to $293.2 million (881
  homes) and $193.9 million (582 homes), respectively, as compared to
  $239.7 million (792 homes) and $151.5 million (502 homes) for the same
  periods of 1993.  The Company believes that these increases of 22% for
  the six months and 28% for the three months of fiscal 1994 over the same
  periods of fiscal 1993 are the result of (a) the Company's expansion
  through a greater penetration of existing markets and its entry into new
  markets such as New York State and California, (b) a shift in product mix
  to higher priced communities as well as price increases in existing
  communities, (c) diminished competition due to the poor economic
  conditions of the past several years and (d) pent up demand.
  
  The Company's backlog of homes under contract of April 30, 1994 and 1993
  were $369.9 million (1,091 homes) and $278.2 million (909 homes),
  respectively.  Orders for new homes are generally the strongest during
  the Company's second quarter and consequently the backlog at April 30 is
  generally at its highest level for the Company's fiscal year.
  7
  Land and construction costs for the three months ended April 30, 1994
  increased as a percentage of sales as compared to the comparable quarter
  of 1993 due principally to the increase in the cost of materials
  (primarily lumber) and an increase in costs due to the severe weather
  conditions that the Company experienced in the later part of its first
  quarter of fiscal 1994 and a substantial portion of the second quarter. 
  These weather conditions resulted in increased spending as well as
  reduced construction activity which increased per home overhead costs. 
  Costs for the six months ended April 30, 1994 were similarly affected by
  the aforementioned material price increases and adverse weather
  conditions.  During the April 30, 1993 quarter the Company provided
  $600,000 for the writedown to net realizable value of one community.  In
  the first quarter of 1994, the Company recognized a $2.6 million charge
  related to the writeoff of previously capitalized costs of a future
  community that it no longer considered realizable.  No writeoffs were
  made in the first quarter of fiscal 1993 or the second quarter of fiscal
  1994. 
  
  Selling, general and administrative expenses were lower as a percentage
  of revenues in the six month and three month periods ended April 30, 1994
  compared to the same periods of 1993 but actual costs incurred in each
  period of fiscal 1994 were greater than the comparable period of fiscal
  1993.  The increase in selling expenses, approximately $1.9 million for
  the six month and $1.0 million for the three months were due to the
  greater number of homes closed in the 1994 periods over the 1993 periods,
  and to the higher number of communities that the Company was offering
  homes for sale in fiscal 1994 compared to 1993.  The remaining increase,
  attributable to increased general and administrative expenses, was
  primarily due to increased payroll and payroll related costs and was due
  to the increased number of communities that the Company had open in 1994
  as compared to 1993.
  
  Interest expense for the six months and three months ended April 30, 1994
  was lower as a percentage of revenues and on a per home basis than in the
  comparable periods of fiscal 1993.  On average, the land and land
  development costs associated with the homes closed in the fiscal 1994
  periods remained in inventory for a shorter period of time than those
  closed in the prior year.  In addition, the amount of interest incurred
  in recent years has declined as a percentage of inventory due to lower
  interest rates and the decline in the amount of debt in proportion to the
  amount of inventory.  Accordingly, less capitalized interest was
  accumulated on the homes closed in 1994 than on those closed in 1993.  
  
  Collateralized Mortgage Financing
  
  The Company has not chosen to participate in any collateralized mortgage
  financings since fiscal 1987.  Accordingly, revenues and expenses have
  declined in each successive year since then as a result of, and to the
  extent of, prepayments and normal amortization of the mortgage notes
  receivable.  The results of collateralized mortgage financing operations
  have been and are expected to continue to be insignificant to
  consolidated results of operations.  The net results of the
  collateralized mortgage financings are included in interest and other
  revenue.
  
  Income Taxes
  
  Income taxes for the six months ended April 30, 1994 and 1993 were
  provided at effective rates of 37.2% and 39.9%, respectively.  The
  effective rate for the six months of fiscal 1994 was lower than the
  anticipated effective rate of 39% due principally to the recognition of a
  benefit from the application of FASB 109 related to a change in the
  Company's projected tax rate on its deferred tax assets and liabilities
  and the effect of non-taxable income from investments.  Income taxes for
  the second quarter of 1994 and 1993 were provided at effective rates of
  37.6% and 39.8%, respectively.  The effective tax rate for the second
  quarter of 1994 was lower than the anticipated rate of 39% due primarily
  to the effect of non-taxable income from investments. 
  
  Effective November 1, 1992, the Company adopted Statement of Financial
  Accounting Standard No. 109, "Accounting for Income Taxes".  This
  Statement requires a liability approach for measuring deferred taxes
  based on temporary differences between the financial statement and tax
  bases of assets and liabilities existing at each balance sheet date using
  enacted tax rates for years in which taxes are expected to be recovered
  or paid.  The cumulative effect of this change in accounting for income
  taxes of $1.3 million of income has been included in the consolidated
  statement of income for the three months ended January 31, 1993 and the
  six months ended April 30, 1993.
  8
  CAPITAL RESOURCES AND LIQUIDITY
  
  Funding for the Company's residential development activities is
  principally provided by cash flows from homebuilding operations,
  unsecured bank borrowings, and from the  public debt and equity markets. 
  
  The Company has a $150 million unsecured revolving credit facility with
  nine banks which extends through October 1996.  As of April 30, 1994, the
  Company had $10.0 million of loans and approximately $45.5 million of
  letters of credit outstanding under the facility. 
  
  In January 1994, the Company completed a public offering of $57.5 million
  principal amount of 4 3/4% convertible senior subordinated notes due
  January 15, 2004.  The notes were issued by one of the Company's
  subsidiaries and are guaranteed by the Company.  The net proceeds from
  the sale of the notes, approximately $55.8 million, was or will be used
  to repay bank debt, acquire residential property and for general
  corporate purposes.  Pending such applications, the net proceeds are
  invested in high-grade, short-term, marketable, interest-bearing
  securities.
  
  The Company has not participated in collateralized mortgage financing
  activities since 1987 and the effect on consolidated capital resources
  and liquidity is insignificant.  
  
  The Company believes that it will be able to fund its activities through
  a combination of operating cash flow, cash balances, bank borrowings and
  the public debt and equity markets.
  9
  PART II.     Other Information
  
     ITEM 1. Legal Proceedings  
  
             None.
  
     ITEM 2. Changes in Securities
  
             None.
  
     ITEM 3. Defaults upon Senior Securities
  
             None.
  
     ITEM 4. Submission of Matters to a Vote of Security Holders
  
             (a)  The Company's 1994 Annual Meeting of Shareholders
                  was held on March 17, 1994.
             (b)  Not required.
             (c)  The following proposals were submitted to a vote of
                  shareholders and were approved by the affirmative
                  vote of a majority of the shares of common stock of
                  the Company that were outstanding and entitled to
                  vote, as indicated below.
  
                  The approval of Ernst & Young as the Company's
                  independent auditors for the 1994 fiscal year.
  
                            FOR         AGAINST       ABSTAIN
                           -------      -------       -------
                         20,595,840      8,329         4,365
  
                  To consider and act upon the adoption of the Toll
                  Brothers, Inc. Key Executives and Non-Employee
                  Directors Stock Option Plan (1993).
  
                            FOR         AGAINST       ABSTAIN
                           -------      -------       -------
                         20,241,840     356,369        9,505
  
                  To consider and act upon the adoption of the Toll
                  Brothers, Inc. Cash Bonus Plan.
  
                            FOR         AGAINST       ABSTAIN
                           -------      -------       -------
                         20,172,855     428,554        6,305
  
     ITEM 5. Other Information
  
             None.
  
     ITEM 6. Exhibits and Reports on Form 8-K
  
             (a)  Exhibits
  
                  Exhibits 11.  Statement Regarding Computation of Per
                  Share Earnings.
  
             (b)  Reports on Form 8-K
  
                  Form 8-K dated December 17, 1993 related to the
                  adoption by the Board of Directors and by the
                  shareholders of the Toll Brothers, Inc. Key
                  Executives and Non-Employee Directors Stock Option
                  Plan (1993) and the Toll Brothers, Inc. Cash Bonus
                  Plan.
  10
                             SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                    TOLL BROTHERS, INC.
                                       (Registrant)
  
  Date:  June 13, 1994          By: /s/ Joel H. Rassman 
                                    ------------------------
                                        Joel H. Rassman
                                        Senior Vice President,
                                        Treasurer and Chief
                                        Financial Officer
  
  Date:  June 13, 1994          By: /s/ Joseph R. Sicree  
                                    ------------------------
                                        Joseph R. Sicree
                                        Vice President -
                                        Chief Accounting Officer
                                       (Principal Accounting
                                        Officer)