Prepared and filed by St Ives Burrups

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

__________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 8, 2005

Toll Brothers, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware     001-09186     23-2416878  
               
(State or Other Jurisdiction)     (Commission     (IRS Employer  
of Incorporation)     File Number)     Identification No.)  


250 Gibraltar Road, Horsham, PA     19044  
(Address of Principal Executive Offices)     (Zip Code)  

Registrant’s telephone number, including area code: (215) 938-8000


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   

 


 

Item 1.01. Entry into a Material Definitive Agreement.

Pursuant to the terms of the Toll Brothers, Inc. Stock Incentive Plan (1998), the Registrant is permitted to issue Stock Awards. A copy of the form of award that the Registrant intends to use is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c). Exhibits.
       The following Exhibit is filed as part of this Current Report on Form 8-K:

Exhibit
No.
Item
   
10.1* Toll Brothers, Inc. Stock Incentive Plan (1998), Form of Stock Award for Individual Grantee.

* Filed electronically herewith.

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 hereunto duly authorized.

TOLL BROTHERS, INC. Dated: April 8, 2005
     
By: Joseph R. Sicree  

  Joseph R. Sicree  
  Vice President, Chief  
  Accounting Officer