UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Toll Brothers, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[The following letter was sent by Toll Brothers, Inc. to Risk Metrics Group/Institutional Shareholder Services on February 27, 2008]

February 27, 2008

Via Facsimile

Valerie Ho
Risk Metrics Group/Institutional Shareholder Services
2099 Gaither Road
Rockville, MD 20850-4045

Re: Toll Brothers, Inc. Proxy Statement for 2008 Annual Meeting of Stockholders

Dear Ms. Ho:

I am writing in response to your request for additional information regarding the method Toll Brothers, Inc. (the “Company”) intends to use to establish exchange ratios for the proposed option exchange program (“Option Exchange Program”), which is more fully described under “Proposal Five — Approval of Plan Amendments to Authorize a Stock Option Exchange Program for Employees other than Executive Officers and Directors” contained in the Company’s Proxy Statement for the 2008 Annual Meeting of Stockholders (the “Proxy Statement”).

As noted in the Proxy Statement, the Company intends for each new stock option issued under the Option Exchange Program to have a value that is equal to the value of the exchanged stock option. The Company intends to use the Black-Scholes option valuation method to determine the appropriate exchange ratios for the Option Exchange Program. The table below contains an illustration of what the exchange ratios would have been if the Option Exchange Program had been initiated on January 15, 2008, the Record Date for the Annual Meeting. The fair market value of the Company’s common stock on that date was $16.15, and options to acquire 2,849,600 shares would have been eligible for the exchange on that date.

		Option Grant Date
		12/20/2004		12/20/2005		12/20/2006		5/30/2007
Exercise Price of Option		$32.55		$35.97		$31.82		$29.84
Expiration Date of Option		12/20/2014		12/20/2015		12/20/2016		5/30/2017
Remaining Term (months)		82		94		106		111
Options Exchanged		1,319,425		715,650		794,525		20,000
Options Issued		685,400		366,761		526,187		14,740
Conversion Ratio (surrendered : issued)		1.93:1		1.95:1		1.51:1		1.36:1

The exchange ratios were calculated assuming an expected volatility ranging from 50.60% to 51.41%, a risk-free rate of return ranging from 2.55% to 3.03%, and an expected dividend yield of 0.00%. The newly issued options will have a term equal to the remaining term of the exchanged options.

The actual exchange ratios that will be used for any exchange offer under the Option Exchange Program will vary based on the fair market value of the Company’s common stock at the time of the exchange offer. The Executive Compensation Committee of the Company’s Board of Directors will determine the appropriate exchange ratios for any exchange offer under the Option Exchange Program at the time of such offer, in accordance with the guidelines described in the Proxy Statement.

Please feel free to contact me with any questions regarding the foregoing.

Sincerely,

/s/ Mark K. Kessler
Mark K. Kessler
Senior Vice President and General Counsel