Toll Brothers Inc – ‘8A12BEF’ on 11/19/96

As of:  Tuesday, 11/19/96   ·   Accession #:  950115-96-1682   ·   File #:  1-09186

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8A12BEF     Form 8-A                                               2     11K 

Document Table of Contents

8A12BEF
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

TOLL CORP.
 and
 TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)

                                       22-2485860 - Toll Corp.
               Delaware                         22-2416878 - Toll Brothers, Inc.
---------------------------------------         ------------------------------- 
(State of incorporation or organization)              (IRS Employer             
                                           Identification No.)
3103 Philmont Avenue                                        
Huntingdon Valley, Pennsylvania                         19006         
---------------------------------------          -------------------------------
(Address of principal executive offices)                  (Zip Code)            

If this form relates to the                 If this form relates to the       
registration of a class of debt             registration of a class of debt   
securities and is effective upon filing     securities and is to become       
pursuant to General                         effective simultaneously with the 
Instruction A(c)(1) please check            effectiveness of a concurrent     
the following box.  |X|                     registration statement under the  
                                            Securities Act of 1933 pursuant to
                                            General Instruction A(c)(2) please
                                       check the following box.  |_|

 Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                       Name of each exchange on which
      to be so registered                       each class is to be registered
-------------------------------------            ------------------------------ 

8 3/4% Senior Subordinated                         New York Stock Exchange  
Notes due 2006 of Toll Corp.                                                  

Guarantee of Toll Brothers, Inc. of                 New York Stock Exchange   
8 3/4% Senior Subordinated                                            
Notes of Toll Corp.                                           

 Securities to be registered pursuant to Section 12(g) of the Act:

Not Applicable

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8A12BEF
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INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered.               

         The information required by this Item 1 is incorporated by reference to
the material set forth under the caption "Description of Debt Securities and    
Guarantees" in the Registration Statement on Form S-3 (Registration Nos.        
33-51775 and 33-51775-01) and to the material set forth under the caption       
"Description of Notes" in the Prospectus Supplement relating to the 8 3/4%      
Senior Subordinated Notes Due 2006 of Toll Corp. guaranteed on a senior         
subordinated basis by Toll Brothers, Inc. (the "Notes"), filed pursuant to Rule 
424(b)(5) under the Securities Act of 1993, as amended, on November 8, 1996.    

Item 2.   Exhibits.                                                             
             1.   Form of Indenture--Incorporated by reference
        to Exhibit 4.1 to the Registrant's
        Registration Statement on Form S-3
                   (Registration Nos. 33-51775 and 33-51775-01).

             2.   Authorizing Resolution relating to the Notes
                  and establishing certain terms of the Notes,
                 including at "Attachment A" thereto, a copy
                      of the form of Note -- Incorporated by reference
                       to Exhibit 4.2 to the Registrant's Form 8-K filed
on November 15, 1996.     

 SIGNATURE

                Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.         

                    TOLL CORP.

Date:  November 15, 1996                     By: /s/ Joseph R. Sicree           
                                              ------------------------------
                                Joseph R. Sicree
                              Vice President

                             TOLL BROTHERS, INC.

Date:  November 15, 1996                      By: /s/ Joseph R. Sicree          
                                              ------------------------------
                                  Joseph R. Sicree
                                Vice President

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8A12BEF’ Filing		Date		First		Last			Other Filings
Filed on:		11/19/96
		11/15/96		2					8-K
		11/8/96		2					305B2,  424B5
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