Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hartman Richard T.
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2012
3. Issuer Name and Ticker or Trading Symbol
TOLL BROTHERS INC [TOL]
(Last)
(First)
(Middle)
250 GIBRALTAR ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HORSHAM, PA 19044
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,706
I
401(k) Plan
Common Stock 27,460
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 12/21/2010(1) 12/21/2013 Common Stock 3,333 $ 0 D  
Restricted Stock Units 12/19/2012(2) 12/19/2012 Common Stock 1,360 $ 0 D  
Restricted Stock Units 12/20/2011(3) 12/20/2014 Common Stock 3,333 $ 0 D  
Stock Options (Right to Buy) 12/20/2003 12/20/2012 Common Stock 25,500 $ 10.525 D  
Stock Options (Right to Buy) 12/20/2004 12/20/2013 Common Stock 36,000 $ 20.135 D  
Stock Options (Right to Buy) 12/20/2011(4) 12/20/2020 Common Stock 10,000 $ 19.32 D  
Stock Options (Right to Buy) 07/18/2008 12/20/2014 Common Stock 23,313 $ 18.92 D  
Stock Options (Right to Buy) 12/20/2009(5) 12/20/2018 Common Stock 20,000 $ 21.7 D  
Stock Options (Right to Buy) 12/20/2008 12/20/2017 Common Stock 20,000 $ 20.76 D  
Stock Options (Right to Buy) 12/20/2010(6) 12/20/2019 Common Stock 10,000 $ 18.38 D  
Stock Options (Right to Buy) 12/20/2012(7) 12/20/2021 Common Stock 30,000 $ 20.5 D  
Stock Options (Right to Buy) 07/18/2008 12/20/2015 Common Stock 11,176 $ 18.92 D  
Stock Options (Right to Buy) 07/18/2008 12/20/2016 Common Stock 18,310 $ 18.92 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hartman Richard T.
250 GIBRALTAR ROAD
HORSHAM, PA 19044
      Chief Operating Officer  

Signatures

/s/Kathryn G. Flanagan,attorney-in-fact 01/05/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 1,666 vested as of 1/1/2012, 833 vest on 12/21/2012 and 834 on 12/21/2013. All 3,333 RSU's are distributable 30 days after 12/21/2013.
(2) The RSU's are vested and will be distributed to the reporting person 30 days after the 4th anniversary of the grant date of 12/20/2008.
(3) 833 vested as of 1/1/2012. 833 vest on 12/20/2012 and 12/20/2013. 834 vest on 12/20/2014. All 3,333 shares are distributable 30 days after 12/20/2014.
(4) 2,500 exercisable as of 1/1/2012. 2,500 exercisable on 12/20/2012, 2013 and 2014.
(5) 15,000 exercisable as of 1/1/2012, 5,000 exercisable on 12/20/2012
(6) 5,000 exercisable as of 1/1/2012, 2,500 exercisable on 12/20/2012 and 12/20/2013
(7) Exercisable 7,500 on 12/20/2012, 12/20/2013, 12/20/2014 and 12/20/2015.

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