Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2012, Toll Brothers Finance Corp. (the "Issuer"), a wholly-owned subsidiary of Toll Brothers, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), with the Company, as guarantor, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBS Securities Inc. and SunTrust Robinson Humphrey, Inc. as representatives of the other several underwriters named therein, related to a public offering of $300,000,000 aggregate principal amount of 5.875% Senior Notes due 2022 (the "Senior Notes") of the Issuer, guaranteed by the Company and certain of its subsidiaries, pursuant to the Company's universal shelf registration statement on Form S-3 (File No. 333-178130), as supplemented by the prospectus supplement dated January 31, 2012.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information provided in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

1.1 Underwriting Agreement, dated January 31, 2012, among Toll Brothers Finance Corp., Toll Brothers, Inc., as guarantor, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBS Securities Inc. and SunTrust Robinson Humphrey, Inc. as representatives of the other several underwriters named therein.

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