<PAGE>
<PAGE>
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) (I.R.S. Employer
Identification No.)
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
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
------------------- ------------------------------
____% Convertible Senior Subordinated New York Stock Exchange
Notes due 2004 of Toll Corp.
Guarantee of Toll Brothers, Inc. of New York Stock Exchange
____% Convertible Senior Subordinated
Notes of Toll Corp.
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
Page 1
<PAGE>
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 No. 33-51775) and to the material set forth under the
caption "Description of Notes" in the Prospectus Supplement relating to
such Registration Statement.
Item 2. Exhibits.
1 Form of Indenture among Toll Corp., as issuer, Toll Brothers,
Inc., as Guarantor, and ____________, as Trustee, including Form of
Guarantee and Form of Note. -- Incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-3 (Registration No. 33-51775).
Page 2
<PAGE>
<PAGE>
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: January 10, 1994 By: /s/ Joel H. Rassman
--------------------------------------
Joel H. Rassman
Senior Vice President,
Treasurer and Chief Financial
Officer
TOLL BROTHERS, INC.
Date: January 10, 1994 By: /s/ Joel H. Rassman
--------------------------------------
Joel H. Rassman
Senior Vice President,
Treasurer and Chief Financial
Officer
Page 3
