SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       ----------------------------------


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported): March 28, 2003

                                ----------------


                               Toll Brothers, Inc.
    -----------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

      Delaware                     001-09186               23-2416878
- -----------------------------------------------------------------------
(State or Other Jurisdiction     (Commission            (IRS Employer
   of Incorporation)             File Number)        Identification No.)

 3103 Philmont Avenue, Huntingdon Valley, PA                    19006
 -----------------------------------------------------------------------
 (Address of Principal Executive Offices)                     (Zip Code)


 Registrant's telephone number, including area code: (215) 938-8000
                                                      -------------







Item 5.  Other Events.

            The Registrant is filing this Current Report on Form 8-K solely for
the purpose of filing the Exhibits listed in Item 7(c) below.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c). Exhibits.

         The following Exhibits are filed as part of this Current Report on Form
8-K:

Exhibit
No.                 Item
-------             ----

3.1*                By-Laws of Toll Brothers, Inc. As Amended and Restated
                    March 20, 2003.



* Filed electronically herewith.



                                   Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              TOLL BROTHERS, INC.

Dated: March 28, 2003                         By: /s/ Joseph R. Sicree
                                                  ------------------------
                                                  Joseph R. Sicree
                                                  Vice President, Chief
                                                  Accounting Officer