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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Yearley Douglas C. Jr. 		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)
Chief Executive Officer
(Last)          (First)          (Middle)

250 GIBRALTAR ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/3/2018
(Street)

HORSHAM, PA 19044
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/3/2018     A    20751   (1) A $0   245744   D    
Common Stock                  1547   I   401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Performance Based Restricted Stock Units   $0   12/3/2018     A      71813   (2)      12/18/2021   (3) 12/18/2021   Common Stock   71813   $0   71813   D    

Explanation of Responses:
(1)  Reflects the number of shares earned in respect of TSR-based performance restricted stock units originally granted on December 18, 2015. On December 3, 2018, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the applicable performance metric, which measured total shareholder return (TSR) of the Issuer over the three year period from November, 1 2015 to October 31, 2018 relative to the TSR of each of a peer group of companies. Settlement of the shares will occur on December 19, 2018.
(2)  Reflects the number of shares earned in respect of operational performance restricted stock units originally granted on December 18, 2017. On December 3, 2018, the Compensation Committee of the Board of Directors certified the achievement levels of the operational performance metrics applicable to the award and the number of shares earned based on such results. One quarter of shares earned vest on each anniversary of the grant date, with settlement of 100% of the award on the fourth anniversary.
(3)  These performance-based restricted stock units vest 25% on each of December 18, 2018, 2019, 2020 and 2021. Settlement of 100% of earned shares is scheduled to occur on 12/18/2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Yearley Douglas C. Jr.
250 GIBRALTAR ROAD
HORSHAM, PA 19044 		X
Chief Executive Officer

Signatures
/s/Kathryn G. Flanagan,attorney-in-fact 12/6/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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