Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SICREE JOSEPH R
   2. Issuer Name and Ticker or Trading Symbol
TOLL BROTHERS INC [TOL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last)
(First)
(Middle)
250 GIBRALTAR ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
07/18/2008
(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

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) $ 32.55 (1) 07/18/2008   D     17,000 12/20/2005(2) 12/20/2014 Common Stock 17,000 $ 0 0 D  
Stock Options (Right to Buy) $ 18.92 (1) 07/18/2008   A   5,986   07/18/2008(5) 12/20/2016 Common Stock 5,986 $ 0 5,986 D  
Stock Options (Right to Buy) $ 18.92 (1) 07/18/2008   A   5,000   07/18/2008(5) 12/20/2015 Common Stock 5,000 $ 0 5,000 D  
Stock Options (Right to Buy) $ 18.92 (1) 07/18/2008   A   10,429   07/18/2008(5) 12/20/2014 Common Stock 10,429 $ 0 10,429 D  
Stock Options (Right to Buy) $ 35.97 (1) 07/18/2008   D     8,500 12/20/2006(3) 12/20/2015 Common Stock 8,500 $ 0 0 D  
Stock Options (Right to Buy) $ 31.82 (1) 07/18/2008   D     8,500 12/20/2007(4) 12/20/2016 Common Stock 8,500 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SICREE JOSEPH R
250 GIBRALTAR ROAD
HORSHAM, PA 19044		       Chief Accounting Officer  

Signatures

 /s/Kathryn G. Flanagan,attorney-in-fact   12/31/2008
**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) On July 18, 2008, the issuer cancelled, pursuant to the issuer's stockholder-approved option exchange program, the following options for: 17,000 shares at an exercise price of $32.55 per share, 8,500 shares at an exercise price of $35.97 per share and 8,500 shares at an exercise price of $31.82 per share, granted to the reporting person on December 20, 2004,2005 and 2006, respectively. In exchange, the reporting person received replacement options on July 18, 2008 to acquire an aggregate of 21,415 shares at an exercise price of $18.92 per share.
(2) The option became exercisable in four equal installments beginning December 20, 2005.
(3) Exercisable 25% on 12/20/2006, 12/20/2007, 12/20/2008 and 12/20/2009.
(4) Exercisable 25% on 12/20/2007, 12/20/2008, 12/20/2009 and 12/20/2010
(5) The replacement option was exercisable with respect to 11,817 shares on July 18, 2008, became exercisable with respect to 5,355 shares on December 20, 2008, and will become exercisable with respect to the remaining 2,746 shares and 1,497 shares on December 20, 2009 and 2010, respectively.

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