SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 ) *
Name of Issuer: Toll Brothers, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 889478103
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 889478 103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert I. Toll ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER 6,936,507
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 6,936,507
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON.
6,936,507
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9.
19.5
12. TYPE OF REPORTING PERSON*
IN
Item 1 (a). Name of Issuer:
Toll Brothers, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
3103 Philmont Avenue
Huntingdon Valley, PA 19006
Item 2 (a). Name of Person Filing:
Robert I. Toll
Item 2 (b). Address of Principal Business Office or, if none,
Residence:
Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, PA 19006
Item 2 (c). Citizenship: United States
Item 2 (d). Title of Class of Securities: Common Stock
Item 2 (e). CUSIP Number: 889478103
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2
(b),check whether the person filing is a:
Not Applicable
(a) [ ] Broker or Dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3 (a) (6) of the Act
(c) [ ] Insurance Company as defined in section 3 (a) (19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income of 1974 or Endowment
Fund; see 240.13d-1 (b) (1) (ii) (F)
(g) [ ] Parent Holding Company, in accordance with 240.13d-1 (b) (ii)
(G) (Note: See Item 7)
(h) [ ] Group in accordance with 240.13d-1(b) (1) (ii) (H)
Item 4. Ownership:
(a) Amount Beneficially Owned as of December 31, 1997:
6,936,507*
(b) Percent of Class:
19.5
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
6,936,507*
(ii) shared power to vote or to direct to the vote:
(iii) sole power to dispose or to direct the disposition of:
6,936,507*
(iv) shared power to dispose or to direct the disposition of:
* Includes 797,750 shares issuable pursuant to outstanding options
granted, which are currently exercisable or which first become
exercisable within 60 days.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
February 12 , 1997
/s/ Robert I. Toll
Robert I. Toll,
Chief Executive Officer
