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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1. Name and Address of Reporting Person * RASSMAN JOEL H   2. Issuer Name and Ticker or Trading Symbol TOLL BROTHERS INC [TOL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 250 GIBRALTAR ROAD 3. Date of Earliest Transaction (Month/Day/Year) 06/22/2005 (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 Common Stock 06/22/2005   M   39,800 A $ 9.75 104,061 D   Common Stock 06/22/2005   M   10,200 A $ 12.7813 114,261 D   Common Stock 06/22/2005   S   50,000 D $ 100.0817 (1) 64,261 D   Common Stock               1,240 I 401(k) Plan

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)

$ 8.75

12/20/2000

12/20/2009

Common Stock

170,000

170,000

D

Stock Options (Right to buy)

$ 9.75

06/22/2005

M

39,800

12/20/1997

12/20/2006

Common Stock

39,800

$ 9.75

10,200

D

Stock Options (Right to buy)

$ 11.4375

12/20/1999

12/20/2008

Common Stock

100,000

100,000

D

Stock Options (Right to buy)

$ 12.7813

06/22/2005

M

10,200

12/20/1998

12/20/2007

Common Stock

10,200

$ 12.7813

89,800

D

Stock Options (Right to buy)

$ 19.3125

12/20/2000

12/20/2010

Common Stock

30,000

30,000

D

Stock Options (Right to buy)

$ 21.05

12/20/2004

12/20/2012

Common Stock

55,000

55,000

D

Stock Options (Right to buy)

$ 21.76

12/20/2002

12/20/2011

Common Stock

100,000

100,000

D

Stock Options (Right to buy)

$ 40.27

12/20/2007

12/20/2013

Common Stock

57,000

57,000

D

Stock Options (Right to buy)

$ 65.1

12/20/2008

12/20/2014

Common Stock

58,000

58,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RASSMAN JOEL H 250 GIBRALTAR ROAD HORSHAM, PA 19044	X		Executive Vice President

Signatures

Kathryn G. Flanagan,Attorney-in-Fact		06/23/2005
**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)	Average sales price-Actual sale prices ranged from $100.00 to $100.32

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