TOLL BROTHERS INC
10-Q, 1997-06-06
OPERATIVE BUILDERS
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                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                            FORM 10-Q

(Mark One)
 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED   April 30, 1997  
                                OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES       
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM          TO         


Commission file number       1-9186      

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


         Delaware                                       23-2416878            
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)


  3103 Philmont Avenue, Huntingdon Valley, Pennsylvania     19006            
       (Address of principal executive offices)           (Zip Code)


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


                               Not applicable                                
(Former name, former address and former fiscal year, if changed since last
 report)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


                         Yes X     No   


Indicate the number of shares outstanding of each of the issuer's classes of   
common stock, as of the latest practicable date:


    Common Stock, $.01 par value: 34,196,473 shares as of June 3, 1997
<PAGE>
                 TOLL BROTHERS, INC. AND SUBSIDIARIES

                                 INDEX


                                                                       Page    
PART I.  Financial Information                                          No.
        ITEM 1.  Financial Statements

               Condensed Consolidated Balance Sheets (Unaudited)         1
                 as of April 30, 1997 and October 31, 1996  

               Condensed Consolidated Statements of Income (Unaudited)   2
                 For the Six Months and Three Months Ended
                 April 30, 1997 and 1996
  
               Condensed Consolidated Statements of Cash Flows           3
                 (Unaudited)For the Six Months Ended 
                 April 30, 1997 and 1996    

               Notes to Condensed Consolidated Financial Statements      4 
                 (Unaudited)

        ITEM 2.     Management's Discussion and Analysis of              7
                    Financial Condition and Results of Operations


PART II. Other Information                                              10


SIGNATURES                                                              11

Certain information included herein and in other statements, reports and S.E.C.
filings is foward-looking within the meaning of the Private Securities 
Litigation Reform Act of 1995 related to subject matter such as national 
and local economic conditions, the effect of governmental regulation on 
the Company, the competitive environment in which the Company operates, 
changes in interest rates, home prices, availability and cost of land for 
future growth, availability of working capital, the availability and cost of 
labor and materials and the levels of spending for selling, general and 
administrative costs.  Such forward looking information involves important 
risks and uncertainties that could significantly affect expected
results.  These risks and uncertainties are addressed in this and other SEC
filings.                                                            <PAGE>

                 TOLL BROTHERS, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED BALANCE SHEETS
                        (Amounts in thousands)
                              (Unaudited)

<TABLE>
<CAPTION>
                                                 April 30,     October 31,
                                                   1997           1996    
                                                 --------      -----------
ASSETS 

  <S>                                            <C>           <C>
  Cash and cash equivalents                      $ 42,606      $ 22,891
  Residential inventories                         843,433       772,471
  Property, construction and office
    equipment                                      15,164        12,948
  Receivables, prepaid expenses and
    other assets                                   25,564        26,783
  Mortgage notes receivable                         2,676         2,833
                                                ---------      --------
                                                 $929,443      $837,926
                                                =========      ========
LIABILITIES AND SHAREHOLDERS' EQUITY                        

  Liabilities:
    Loans payable                               $ 183,353      $132,109
    Subordinated notes                            219,924       208,415
    Customer deposits on sales
      contracts                                    51,403        43,387
    Accounts payable                               37,633        42,423
    Accrued expenses                               60,535        58,211
    Collateralized mortgage
      obligations payable                           2,664         2,816
    Income taxes payable                           31,111        35,888
                                                 --------      --------
     Total liabilities                            586,623       523,249
                                                 --------      --------
  Shareholders' equity:
    Preferred stock
    Common stock                                      342           339
    Additional paid-in capital                     47,230        43,018
    Retained earnings                             295,248       271,320
                                                 --------      --------
     Total shareholders' equity                   342,820       314,677
                                                 --------      --------
                                                 $929,443      $837,926
                                                 ========      ========
</TABLE>















<PAGE>
<TABLE>
<CAPTION>
                 TOLL BROTHERS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
             (Amounts in thousands except per share data)
                              (Unaudited)

                                      Six months              Three months
                                     ended April 30          ended April 30   
                                     --------------          --------------
                                    1997       1996         1997       1996  
                                    ----       ----         ----       ----   
Revenues:
  <S>                          <C>          <C>          <C>        <C>
  Housing sales                $409,950     $286,622     $208,513   $145,208
  Interest and other              1,776          956          693        300
                               --------     --------     --------   --------
                                411,726      287,578      209,206    145,508
                               --------     --------     --------   --------
Costs and expenses:
  Land and housing construction 317,980      219,895      162,599    110,773
  Selling, general & 
  administrative                 38,893       32,473       20,073     17,241
  Interest                       12,742        9,242        6,605      4,741
                               --------     --------     --------   --------
                                369,615      261,610      189,277    132,755
                               --------     --------     --------   --------
Income before income taxes                                                    
  and extraordinary loss         42,111       25,968       19,929     12,753

Income taxes                     15,411        9,722        7,326      4,775
                               --------     --------     --------   --------
Income before extraordinary loss 26,700       16,246       12,603      7,978

Extraordinary loss from
  extinguishment of debt,
  net of income taxes of $1,659   2,772              

Net income                      $ 23,928     $ 16,246     $ 12,603    $ 7,978 
                                ========     ========     ========    ======= 

Earnings per share:
Primary
  Income before extraordinary 
    loss                        $    .77     $    .47     $    .36   $    .23
  Extraordinary loss from            
   extinguishment of debt            .08                                     
                                --------     --------     --------   --------
 Net Income                     $    .69     $    .47     $    .36   $    .23
                                ========     ========     ========   ========
Fully-diluted
  Income before extraordinary 
    loss                        $    .74     $    .46     $    .35   $    .23
  Extraordinary loss from
   extinguishment of debt            .07                          
                                --------     --------     --------   --------
  Net Income                    $    .67     $    .46     $    .35   $    .23
                                ========     ========     ========   ========
Weighted average number
   of shares
   Primary                        34,737       34,527       34,793     34,506
   Fully-diluted                  37,083       36,976       37,138     36,929
</TABLE>
<PAGE>
      
<TABLE>
<CAPTION>
                  TOLL BROTHERS, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (Amounts in thousands)
                               (Unaudited)
                                                          Six months
                                                         ended April 30  
                                                         --------------
                                                        1997       1996  
                                                        ----       ----
Cash flows from operating activities:
  <S>                                                <C>       <C>
  Net income                                         $23,928   $16,246
  Adjustments to reconcile net income to net cash
    used in operating activities:
      Depreciation and amortization                    1,886     1,602
      Loss from repurchase of subordinated notes                   117
      Extraordinary loss from extinguishment of debt             4,431  
      Deferred taxes                                   2,764     1,761
      Net realizable provisions                                    500
      Changes in operating assets and liabilities:
       Increase in residential inventories           (59,818)  (61,735)
       Decrease (increase) in receivables, prepaid
         expenses and other assets                       802    (1,045)
       Increase in customer deposits on 
         sales contracts                               8,016    11,191 
       (Decrease) increase in accounts payable, 
         accrued expenses and other liabilities       (2,466)    1,652 
        Decrease in current income taxes payable      (7,449)   (8,946)
                                                     --------  --------
       Net cash used in operating activities         (27,906)  (38,657)
Cash flows from investing activities:                --------  --------
  Purchase of property, construction and office 
      equipment, net                                  (3,638)   (1,707)
  Principal repayments of mortgage notes receivable      157       664 
                                                     --------  --------
       Net cash used in investing activities          (3,481)   (1,043)
                                                     --------  --------
Cash flows from financing activities:
  Proceeds from loans payable                         80,000    67,000
  Principal payments of loans payable                (40,027)  (35,999)
  Proceeds from the issuance of 
   senior subordinated notes                                    97,500
  Repurchase of subordinated notes                   (90,434)   (6,139)
  Principal payments of collateralized mortgage
      obligations                                       (152)     (197)
  Proceeds from stock options exercised and employee
      stock plan purchases                             4,215     4,145
                                                     -------   --------
       Net cash provided by financing activities      51,102    28,810
                                                     -------   --------
Net increase (decrease) in cash and cash equivalents  19,715   (10,890)
Cash and cash equivalents, beginning of period        22,891    27,772
                                                     -------   --------
Cash and cash equivalents, end of period             $42,606   $16,882
                                                     =======   ========
Supplemental disclosures of cash flow information
  Interest paid, net of capitalized amount           $ 2,678   $ 2,675
                                                     =======   ========
  Income taxes paid                                  $18,102   $16,110
                                                     =======   ========
Supplemental disclosures of non-cash financing activities:
  Cost of residential inventories acquired through
    seller financing                                 $11,144   $ 1,764 
                                                     =======   ========
  Income tax benefit relating to exercise of employee 
      stock options                                  $   335   $   888
                                                     =======   ========
</TABLE>
                         See accompanying notes<PAGE>

               TOLL BROTHERS, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (Amounts in thousands)
                           (Unaudited)

1.  Basis of Presentation

    The accompanying unaudited condensed consolidated financial statements
    have been prepared in accordance with the rules and regulations of the
    Securities and Exchange Commission for interim financial information. 
    The October 31, 1996 balance sheet amounts and disclosures included
    herein have been derived from the October 31, 1996 audited financial
    statements of the Registrant.  Since the accompanying condensed
    consolidated financial statements do not include all the information and
    footnotes required by generally accepted accounting principles for
    complete financial statements, it is suggested that they be read in
    conjunction with the financial statements and notes thereto included in
    the Registrant's October 31, 1996 Annual Report on Form 10-K.  In the
    opinion of management, the accompanying unaudited condensed consolidated
    financial statements include all adjustments, which are of a normal
    recurring nature, necessary to present fairly the Company's financial
    position as of April 30, 1997 and 1996, the results of its operations
    for the six months and three months then ended and its cash flows for
    the six months then ended.  The results of operations for such interim
    periods are not necessarily indicative of the results to be expected for
    the full year.

    Statement of Financial Accounting Standards No. 121, "Accounting for the
    Impairment of Long Lived Assets and for Long-Lived Assets to Be Disposed
    Of" ("FASB 121") established standards for the recognition and
    measurement of impairment losses on long-lived assets.  The Company
    adopted FASB 121 as of November 1, 1996.  The adoption did not result in
    the recognition of an impairment loss.

    Statement of Financial Accounting Standards No. 123 "Accounting for
    Stock-Based Compensation" ("FASB 123") establishes a fair value based
    method of accounting for stock-based compensation plans, including stock
    options.  FASB 123 allows the Company to continue accounting for stock
    option plans under Accounting Principles Board Opinion No. 25,
    "Accounting for Stock Issued to Employees" ("APB 25"), but requires it
    to provide proforma net income and earnings per share information "as
    if" the new fair value approach had been adopted.  These proforma
    disclosures will be presented in the Registrant's financial statements
    to be contained in the 1997 Annual Report to Shareholders.  Because the
    Company intends to continue accounting for its stock option plans under
    APB 25, there is no impact on the Company's consolidated financial
    statements resulting from implementation of FASB 123.

    Statement of Financial Accounting Standards No. 128, "Earnings per
    Share" ("FASB 128") requires the calculation and dual presentation of
    Basic and Diluted earnings per share ("EPS") and is effective for
    financial statements issued for periods ending after December 15, 1997;
    earlier application of FASB 128 is not permitted. Had FASB 128 been
    adopted, Basic EPS before extraordinary loss would have been $.78 and
    $.48 for the six months ended April 30, 1997 and 1996, respectively and
    $.37 and $.24 for the three months ended April 30, 1997 and 1996,
    respectively.  Diluted EPS before extraordinary loss would have been
    $.74 and $.46 for the six months ended April 30, 1997 and 1996,
    respectively and $.35 and $.23 for the three months ended April 30, 1997
    and 1996, respectively.
        <PAGE>
2.  Residential Inventories

    Residential inventories consisted of the following:
<TABLE>
<CAPTION>
                                         April 30,    October 31,
                                            1997         1996   
                                         ---------    -----------
    <S>                                   <C>          <C>
    Land and land development costs       $191,801     $204,527
    Construction in progress               566,933      491,552
    Sample homes                            43,287       40,017
    Land deposits and costs of future
      development                           19,714       16,243
    Loan assets acquired for future
      development                            3,563        4,106
    Deferred marketing and financing
      costs                                 18,135       16,026
                                          --------     --------
                                          $843,433     $772,471
                                          ========     ========
</TABLE>
    Construction in progress includes the cost of homes under construction,
    land and land development and carrying costs of lots that have been
    substantially improved.  

    The Company capitalizes certain interest costs to inventories during the
    development and construction period.  Capitalized interest is charged to
    interest expense when the related inventories are closed.  Interest
    incurred, capitalized and expensed is summarized as follows:

<TABLE>
<CAPTION>
                                       Six months             Three months
                                     ended April 30         ended April 30  
                                     --------------         --------------
                                    1997         1996       1997       1996 
                                    ----         ----       ----       ----
    <S>                            <C>         <C>         <C>       <C>
    Interest capitalized,
      beginning of period          $46,191     $43,142     $49,198   $44,849
    Interest incurred               17,993      12,967       8,768     6,640
    Interest expensed              (12,742)     (9,242)     (6,605)   (4,741)
    Write off to cost of sales         (83)       (231)         (2)     (112)
                                   --------    --------    --------  --------
    Interest capitalized,
      end of period                $51,359     $46,636     $51,359   $46,636
                                   ========    ========    ========  ========
</TABLE>
3.  Loans Payable and Subordinated Debt

    In November 1996, the Company issued $100 million of 8 3/4% Senior
    Subordinated Notes due 2006.

    In March 1997, the Company borrowed $50,000,000 from two banks for a
    period of five years at a 7.72% fixed rate of interest. 

    In March 1997, the Company redeemed all of its 10 1/2% Senior
    Subordinated Notes due 2002 ($87,800,000 principal amount) at 103%.  See
    Note 4 - Extraordinary Loss From Extinguishment of Debt.

4.  Extraordinary Loss From Extinguishment of Debt

    In January 1997, the Company called for redemption on March 15, 1997 
    all of its outstanding 10 1/2% Senior Subordinated Notes due 2002 at
    103% of principal amount plus accrued interest.  The redemption resulted
    in an extraordinary loss in the first quarter of fiscal 1997 of
    $2,772,000, net of $1,659,000 of income taxes.  The loss represents the
    redemption premium and the write-off of unamortized deferred issuance
    costs.  The redemption and related financing referred to in Note 3 will
    result in the reduction of the Company's interest incurred of
    approximately $2 million annually.

5.  Stock Repurchase Program

    In April 1997, the Company announced that its Board of Directors
    authorized the repurchase of up to 3,000,000 shares of its Common Stock,
    par value $.01, from time to time, in open market transactions or
    otherwise, for the purpose of providing shares for its various employee
    benefit plans. As of April 30, 1997, the Company had not repurchased any
    shares.
<PAGE>
PART I.  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain income
statement items related to the Company's operations as percentages of total
revenues and certain other data:

<TABLE>
                                 Six months          Three months
                                ended April 30       ended April 30
                                --------------       --------------
                                1997      1996       1997     1996 
                                ----      ----       ----     ----
<S>                             <C>      <C>        <C>       <C>
Revenues                        100.0%   100.0%     100.0%    100.0%
                                ------   ------     ------    ------
Costs and expenses:
  Land and housing construction  77.2     76.5       77.7      76.1 
  Selling, general and
     administrative               9.5     11.3        9.6      11.8
  Interest                        3.1      3.2        3.2       3.3  
                                ------   ------     ------    ------
  Total costs and expenses       89.8     91.0       90.5      91.2 
                                ------   ------     ------    ------
Income before taxes              10.2%     9.0%       9.5%      8.8%
                                ======   ======     ======    ======
</TABLE>
Revenues for the six month and three month periods ended April 30, 1997 were
higher than those of the comparable periods of 1996 by approximately $124.1
million, or 43%, and $63.7 million, or 44%, respectively.  The increased
revenues for the 1997 periods were primarily attributable to the increase in
the number and higher average price of the homes delivered during the periods. 
The increased number of homes delivered was due to the greater number of
communities from which the Company was delivering homes, the larger  backlog
of homes at the beginning of fiscal 1997 as compared to the beginning of
fiscal 1996 and the delays in the 1996 periods caused by the severe winter
weather conditions the Company encountered in many of its markets.  The
increase in the average selling price per home delivered in fiscal 1997 was
due to a shift of the location of the homes to more expensive areas, a change
in product mix to larger homes and increases in selling prices.

The value of new sales contracts signed amounted to $528 million (1,314 homes)
and $355 million (872 homes) for the six month  and three month periods ended
April 30, 1997, respectively.  The value of new contracts signed for the
comparable periods of fiscal 1996 were $447 million (1,237 homes) and $299
million (823 homes), respectively.  The increase in new contracts signed in
both periods of 1997 was primarily attributable to an increase in the average
selling price of the houses (due primarily to the location, size and increases
in selling prices), and an increase both in the number of communities in which
the Company was offering homes for sale and in the number of contracts signed
per community.

Orders for new homes are generally the strongest during the Company's second
quarter and consequently the backlog at April 30 is generally at its highest
level in the Company's fiscal year.  As of April 30, 1997, the backlog of
homes under contract amounted to $644 million (1,593 homes), approximately 15%
higher than the $561 million (1,509 homes) backlog as of April 30, 1996 and
approximately 22% higher than the $526 million (1,367 homes) backlog as of
October 31, 1996.  The increase in backlog at April 30, 1997 is primarily
attributable to the increases in the new contracts signed as previously
discussed.

Land and construction costs as a percentage of revenues increased in  the six
month and three month periods ended April 30, 1997 as compared to the same
periods of 1996.  The increases were due principally to increased material and
overhead costs and the increased costs in the Company's newer markets
resulting from the relatively less efficient construction in those markets.
The cost increases were partially offset by the lower amount of inventory
writedowns recognized in 1997($1.2 million for the six month period and $.2
million in the three month period) as compared to 1996 ($1.5 million in the
six month period and $.4 million in the three month period).

Selling, general and administrative expenses ("SG&A") in the six month and
three month periods ended April 30, 1997 increased over the comparable periods
of 1996 by $6.4 million or 20% and $2.8 million or 16%, respectively.  These
increases were primarily attributable to the higher level of spending due to
the increased number of communities which the Company was operating during the
1997 periods as compared to the same periods of 1996 and the Company's
geographic expansion.  SG&A as a percentage of revenues in both 1997 periods
were lower than the comparable 1996 periods due to revenues increasing at a
faster rate than SG&A spending.  The Company believes that SG&A, as a
percentage of revenues, will continue to decrease for the full 1997 fiscal
year as compared to the six month and three month periods ended April 30, 1997
due to revenues increasing at a faster pace than SG&A expenses.

Interest expense is determined on a specific home-by-home basis and will vary
depending on many factors including the period of time that the land under the
home was owned, the length of time that the home was under construction, and
the interest rates and the amount of debt carried by the Company in proportion
to the amount of its inventory during those periods.  As a percentage of
revenues, interest expense was lower in the six month and three month periods
of 1997 as compared to 1996.

Income taxes for the six month periods ended April 30, 1997 and 1996 were
provided at effective rates of 36.6% and 37.4%, respectively.  For the three
month periods ended April 30, 1997 and 1996, income taxes were provided at
effective rates of 36.8% and 37.4%, respectively.  The decrease in the
effective tax rate in the six month and three month periods of 1997 was the
result of non-taxable investment income.  The Company does not expect to have
this income in the subsequent quarters of 1997 due to the Company's use of its
available funds to redeem its 10 1/2% Senior Subordinated Notes in March 1997.

EXTRAORDINARY LOSS FROM EXTINGUISHMENT OF DEBT

In January 1997, the Company called for redemption on March 15, 1997 of all of
its outstanding 10 1/2% Senior Subordinated Notes due 2002 at 103% of
principal amount plus accrued interest.  The redemption resulted in an
extraordinary loss in the first quarter of fiscal 1997 of $2,772,000, net of
1,659,000 of income taxes.  The loss represents the redemption premium and a
write-off of unamortized deferred issuance costs.  The redemption and related
refinancing will result in the reduction of the Company's interest costs of
approximately $2 million annually.  (See - "Capital Resources and Liquidity"
below). 

CAPITAL RESOURCES AND LIQUIDITY

Funding for the Company's residential development activities has been
principally provided by cash flows from operations, unsecured bank borrowings
and the public debt and equity markets.

The Company has a $250 million unsecured revolving credit facility with
fifteen banks which extends through June 2000.  The facility reduces by 50% in
June 1999 unless extended as provided for in the agreement.  As of April 30,
1997, the Company had $50 million of loans and approximately $22.7 million of
letters of credit outstanding under the facility.

In November 1996, the Company issued $100 million of 8 3/4% Senior
Subordinated Notes due 2006.  In addition, in March 1997, the Company borrowed
$50 million from two banks for a five year period at 7.72%.  The Company used
a portion of the proceeds from these sources to redeem the $87.8 million
principal amount of its 10 1/2% Senior Subordinated Notes due 2002 in March
1997.

In April 1997, Standard & Poor's Rating Group upgraded the Company's Corporate
Credit Rating to BBB- and the ratings on its approximately $220 million of
senior subordinated notes to BB+.

The Company believes that it will be able to continue to fund its activities
through a combination of operating cash flow and existing sources of credit.


                               HOUSING DATA
<TABLE>
<CAPTION>
                                           Six Months            Three Months   
                                         Ended April 30        Ended April 30  
                                        -----------------     ----------------
                                        1997         1996     1997       1996   
                                        ----         ----     ----       ----
     Period ended April 30:     
      <S>                              <C>            <C>      <C>        <C>
      # of homes closed                1,088          806      538        415
      # of homes contracted            1,314        1,237      872        823
      Sales value of homes
        contracted (in thous.)      $528,126     $447,025 $354,611   $299,132

                                     April 30,     Oct.31  April 30,    Oct. 31
                                      1997          1996     1996        1995   
                                      ----          ----     ----        ----
       # of homes in backlog          1,593         1,367    1,509      1,078
       Sales value of homes in 
         backlog (in thous.)       $644,370     $ 526,194 $561,224   $400,820
</TABLE>
<PAGE>
PART II.     Other Information

   ITEM 1.    Legal Proceedings   

              None.

   ITEM 2.    Changes in Securities

              None.

   ITEM 3.    Defaults upon Senior Securities

              None.

   ITEM 4.    Submission of Matters to a Vote of Security Holders

          (a) The Company's 1997 Annual Meeting of Shareholders was held on 
              March 5, 1997.
          (b) Not required.
          (c) The following proposals were submitted to a vote of shareholders 
              and were approved by the affirmative vote of a majority of the 
              shares of common stock of the Company that were present in 
              person or by proxy, as indicated below.

              (i)  The approval of the proposed amendment to the Company's Stock
                   Option Plan and Incentive Stock Plan (1995).

                            FOR              AGAINST       ABSTAIN
                        ----------         ----------     ---------
                        19,900,818          6,380,024       58,777

              (ii) The approval of the proposed amendment of the Company's Stock
                   Option and Incentive Stock Plan (1995).

                            FOR              AGAINST       ABSTAIN
                        ----------         ----------     ---------
                        18,454,021          7,823,673       61,925

              (iii)     The approval of Ernst & Young LLP as the Company's 
                        independent auditors for the 1997 fiscal year.

                           FOR            AGAINST          ABSTAIN       
                        ----------       ----------      ----------
                        26,282,365          25,130         32,124
  

   ITEM 5.    Other Information

              None.
  
   ITEM 6.    Exhibits and Reports on Form 8-K

              (a) Exhibits

              Exhibit 11.         Statement Regarding Computation of Per 
                                  Share Earnings.
              Exhibit 27.         Financial Data Schedule

          (b) Reports on Form 8-K

              None.
<PAGE>
                                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 thereunto duly authorized.



                                  TOLL BROTHERS, INC.
                                  (Registrant)



Date:  June 4, 1997                    By:   /s/ Joel H. Rassman        
      --------------------                -------------------------
                                       Joel H. Rassman
                                       Senior Vice President,
                                       Treasurer and Chief
                                       Financial Officer




Date:  June 4, 1997                    By:   /s/ Joseph R. Sicree       
     --------------------                 -------------------------
                                       Joseph R. Sicree
                                       Vice President -
                                       Chief Accounting Officer


<TABLE>
<CAPTION>
                TOLL BROTHERS, INC. & SUBSIDIARIES     EXHIBIT 11

          STATEMENT:  COMPUTATION OF EARNINGS PER SHARE

                                           Six Months           Six Months
                                         ended April 30    ended April 30
                                         --------------    --------------
                                               1997               1996 
                                               ----               ----
Income before extraordinary loss
   <S>                                     <C>                 <C>
   per income statement                    $26,700,000         $16,246,000
Addback:  Interest on convertible 
          debentures, net of income taxes      756,000             785,000
                                           -----------         -----------      
Income before extraordinary loss
  (Fully-diluted)                          $27,456,000         $17,031,000
                                           ===========         ===========
Per share:
          Primary                          $      0.77          $     0.47
          Fully-diluted                    $      0.74          $     0.46

PRIMARY SHARES:
Weighted average shares outstanding          34,034,942          33,823,950

Common stock equivalents - stock options        702,525             702,829
                                           ------------         -----------
          TOTAL                              34,737,467          34,526,779
                                           ============         ===========
FULLY-DILUTED SHARES:
Weighted average shares outstanding          34,034,942          33,823,950

Common stock equivalents - stock options        702,825             717,702

Shares issuable on conversion of 
          subordinated debentures             2,344,782           2,434,182
                                           ------------         -----------
          TOTAL                              37,082,549          36,975,834
                                           ============         ===========

                                              Three Months      Three Months
                                            ended April 30    ended April 30
                                            --------------    --------------
                                                 1997               1996
                                                 ----               ----
Income before extraordinary loss
   per income statement                     $12,603,000         $ 7,978,000
Addback:  Interest on convertible 
          debentures, net of income taxes       378,000             390,000
                                            -----------         -----------

Income before extraordinary loss
   (Fully diluted)                          $12,981,000         $ 8,368,000
                                            ===========         ===========
Earnings per share:
          Primary                           $      0.36         $      0.23
          Fully Diluted                     $      0.35         $      0.23

PRIMARY SHARES:
Weighted average shares outstanding          34,124,523          33,899,709

Common stock equivalents - stock options        668,166             606,758
                                            -----------         -----------
          TOTAL                              34,792,689          34,506,467
                                            ===========         ===========
FULLY-DILUTED SHARES:
Weighted average shares outstanding          34,124,523          33,899,709
Common stock equivalents - stock options        668,532             606,890
Shares issuable on conversion of 
          subordinated debentures             2,344,782           2,422,432
                                            -----------         -----------
          TOTAL                              37,137,837          36,929,031
                                            ===========         ===========
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000794170
<NAME> TOLL BROTHERS, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-END>                               APR-30-1997
<CASH>                                          42,606
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                    843,433
<CURRENT-ASSETS>                                     0
<PP&E>                                          32,581
<DEPRECIATION>                                  17,417
<TOTAL-ASSETS>                                 929,443
<CURRENT-LIABILITIES>                                0
<BONDS>                                        219,924
<COMMON>                                           342
                                0
                                          0
<OTHER-SE>                                     342,478
<TOTAL-LIABILITY-AND-EQUITY>                   929,443
<SALES>                                        409,950
<TOTAL-REVENUES>                               411,726
<CGS>                                          317,980
<TOTAL-COSTS>                                  356,873
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              12,742
<INCOME-PRETAX>                                 42,111
<INCOME-TAX>                                    15,411
<INCOME-CONTINUING>                             26,700
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                  2,772
<CHANGES>                                            0
<NET-INCOME>                                    23,928
<EPS-PRIMARY>                                      .69
<EPS-DILUTED>                                      .67
        

</TABLE>


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