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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended July 31, 1994
---------------1995
-------------

[ ] 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 1-8649
--------------

THE TORO COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE 41-0580470
(State of incorporation) (I.R.S. Employer Identification Number)

8111 LYNDALE AVENUE SOUTH
BLOOMINGTON, MINNESOTA 55420
TELEPHONE NUMBER: (612) 888-8801
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

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

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTEREDName of Each Exchange on
Title of Each Class Which Registered
- - ------------------- -------------------------
Common Stock New York Stock Exchange
par value $1.00 per share
Preferred Share Purchase Rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

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 and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--------- -----------------

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, based upon the close price of the Common Stock on September 30, 199429,
1995 as reported on the New York Stock Exchange, was approximately
$314,586,300.$329,859,590.

The number of shares of Common Stock outstanding as of September 30, 199429, 1995
was 12,583,452.12,160,654.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Stockholders for the fiscal
year ended July 31, 1994,1995, are incorporated by reference into Parts I, II
and IV.

Portions of the Registrant's Proxy Statement for the Annual Meetingnext meeting of
Stockholdersstockholders which involve the election of directors to be held December 15, 1994,filed pursuant
to Regulation 14A are incorporated by reference into Part III.

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PART I

ITEM 1. BUSINESS

INTRODUCTION

The company designs, manufactures and markets consumer and commercial lawn
and turf maintenance equipment, snow removal products and turf irrigation
systems, including products for maintenance of golf courses, parks and
other large turf areas. The company produced its first lawn mower for golf
course fairways in 1922 and its first lawn mower for home use in 1939 and
has continued to enhance its product lines and expand its market ever
since.

The company was incorporated in Minnesota in 1935 as a successor to a
business founded in 1914. It was reincorporated in Delaware in 1983. The
company's executive offices are located at 8111 Lyndale Avenue South,
Bloomington, Minnesota 55420-1196, telephone number (612) 888-8801.
Unless the context indicates otherwise, the terms "company" and "Toro"
refer to The Toro Company and its subsidiaries. The company finances a
significant portion of its receivables through Toro Credit Company ("Toro
Credit"), its wholly-owned finance subsidiary.

YARD MAINTENANCE EQUIPMENT

The company classifies its operations into one industry segment, yard
maintenance equipment. The company has been a leader in transforming
advanced technologies into products and services that provide solutions to
lawn and turf care maintenance and beautification demands.

MANUFACTURING

The company's consumer spring and summer products are generally
manufactured in the winter and spring months and its consumer fall and
winter products are generally manufactured in the summer and fall months.
The company's irrigation and commercial products are manufactured
throughout the year.

In some areas of its business the company is primarily an assembler while
in others it is a fully integrated manufacturer. Most of the components
for the company's products are commercially available from a number of
sources and the company is generally not dependent on any one supplier.
The largest component costs are generally engines, transmissions and
electric motors. The company purchases most of its engines and motors for
consumer and commercial products from several suppliers. In addition, the
company manufactures three types of two-cycle engines for its consumer
products.

Management continues to seek greater efficiencies and improve work
processes throughout the company. Toro's total quality process is focused
upon improving product quality, customer response time and reducing overall
product cost and
inventory levels both within Toro and in the company's distribution channels.

- 2 -cost.

TRADEMARKS AND PATENTS

Products manufactured by the company are nationally advertised and sold at
the retail level under the trademarks "Toro", "Wheel Horse" and "Lawn-Boy",
all of which are registered in the United States and in the principal
foreign countries in which the company markets its products. The company
holds patents for many of its products in the United States and foreign
countries and applies for patents on new products as new productsthey are developed.
Although management believes patents have value to the company, patent
protection sometimes does not deter competitors from attempting to develop
similar products. Management believes that factors such as innovation,
quality and its distribution systems are significant in protecting its
competitive position. Although patent protection is considered to be very
beneficial, the company is not dependent on any one or more of its patents.

SEASONALITY

Sales of the company's consumer products, which accounted for approximately
54%52% of total sales in fiscal 1994,1995, are highly seasonal with greater sales of yard
maintenance equipment occurring in the spring. Sales ofspring and snow removal equipment in
the fall and winter months and contramonths. Opposite seasons in some global markets
somewhat moderate this seasonality in consumer product sales. Seasonality
in irrigation and commercial product sales also exists, but is tempered
because the selling season in west coast and southern states continues for
a longer portion of the year than in northern states. Overall, worldwide
sales levels are highest in the third quarter. Historically, accounts
receivable balances increase throughout the winter months as a result of
extended payment terms made available to the company's customers. Accounts
receivable balances decrease in the late spring when payments are due.made.
The seasonal requirements of the business are financed from operations and
with short-term bank lines of credit and off-balance sheet financing.

DISTRIBUTION AND MARKETING

The company markets the majority of its products principally through
approximately 4844 domestic and 5551 foreign distributors and mass
merchandisers worldwide. Distributors resell consumer products such as
walk power mowers and riders to approximately 10,800 retail and service dealers throughout the
United States. Riding products are sold primarily to
approximately 4,000 retail service dealers throughout the United States through
existing distributors acting as sales agents worldwide. Home appliance and Lawn-Boy products are sold directly to
mass merchandisers and "do-it-yourself" home improvement retailers.
Distributors sell commercial and irrigation products directly to end users,
including irrigation contractors. Irrigation products are also sold
through distributors to irrigation dealers and direct to general line
distributors, mass merchandisers and "do-it-yourself" home improvement
retailers for resale to contractors and end-users. Consumer products are
sold to international distributors who resell to approximately
2,000 retail dealers outside the
United States, principally in Canada, Western Europe, Japan and Australia.
Additionally, some irrigation and consumer products are sold directly to approximately 700
retail dealers in Canada, Australia and Western Europe.

The company's current marketing strategy is to maintain distinct and
separate brands and brand identification for Toro, Toro/Wheel Horse and
Lawn-Boy products.

The company's distribution systems for the sale of its products are
intended to assure quality of sales and market presence as well as
effective after-market service. The company considers its distribution
network to be a significant competitive asset in marketing Toro, Toro/Wheel
Horse and Lawn-Boy products.

The company advertises its products during appropriate seasons throughout
the year on television, radio and in print. Most of the company's
advertising emphasizes its brand names. Advertising is directly paid by
Toro as well as through cooperative programs with distributors and dealers.

- 3 -

BACKLOG OF ORDERS

The order backlog at July 31, 19941995 and 19931994 was as follows:

July 31
------------------------------------------------------------
1995 1994
1993
----------- ------------------------ --------------

Consumer. . . . . . . . .Consumer................................. $79,502,000 $107,848,000
$43,190,000
Commercial. . . . . . . .Commercial............................... 45,427,000 40,279,000
33,037,000
Irrigation. . . . . . . .Irrigation............................... 9,803,000 10,214,000 7,916,000

The increasedecrease in consumer product backlog reflects the fiscal 1994 sell-out of gas snow
products and strong demand forin 1994. This resulted in increased orders of gas snow products
at the end of 1994 in anticipation of another hard winter season. This
increase did not occur at the end of 1995. The increase for commercial
products reflects a strong
first quarter for fiscal 1995 corecontinued sales growth in most product sales. Favorable weather conditions
and rebounding economies in Europe and the Far East is exhibited by the increase
in irrigation product backlog.lines. The
existing backlog is expected to be filled in the succeeding fiscal year.

COMPETITION

The principal competitive factors in the company's markets are product
innovation, quality, service and pricing. Management believes the company
offers high quality products with the latest technology and design
innovations. Also, by selling Toro, Toro/Wheel Horse and Lawn-Boy brand
products through a network of distributors, dealers and dealersmass merchants who
provide service, the company offers competitive service during and after
the relevant warranty period.

The company competes in all product lines with numerous manufacturers, many
of which have substantially greater financial resources than the company.
Management believes that its commitment to product innovation, its
distribution systems and its focus on target markets, position it well to
compete in these various markets.

CONSUMER

The principal competitors for walk-behind mowers are American Yard
Products, Inc. (a subsidiary of Electrolux AB), Deere & Company, Honda
Motor Co., Ltd., MTD Products, Inc., Murray Ohio Manufacturing Co.,
Inc. (a subsidiary of Tompkins Corp.), Sears, Roebuck and Co. and
Snapper Power Equipment (a division of ACT). The principal competitors
in riding mowers and lawn and garden tractors are Ariens Company,
Bolens Corporation (a division of Garden Way, Incorporated), Deere &
Company, Honda Motor Co., Ltd., Murray Ohio Manufacturing Co., Inc.,
MTD Products, Inc., Noma Outdoor Products, Sears, Roebuck and Co.,
Simplicity Manufacturing Company and Snapper Power Equipment. The
principal competitors for snow throwers are Ariens Company, Bolens
Corporation, Honda Motor Co., Ltd., Noma Outdoor Products, Sears,
Roebuck and Co., Simplicity Manufacturing Company, Snapper Power
Equipment and Yamaha Motor Corporation, USA. The principal competitors
in home improvement products are Black and Decker Corporation, K & S
Industries, Inc., Malibu Lighting (a registered trademark of
Intermatic, Inc.) and Poulan/Weed Eater (a division of Electrolux AB).

COMMERCIAL

The company's commercial products compete with products from numerous
manufacturers, but the principal competitors across most of the
company's commercial product lines are Deere & Company, Jacobsen and
Ransomes Sims & Jefferies PLC, based in the United Kingdom.

- 4 -

IRRIGATION

The principal competitors in irrigation products are James Hardie
Irrigation, Inc. (a subsidiary of James Hardie Industries Limited,
based in Australia), Hunter Industries and Rain Bird Sprinkler
Manufacturing Corporation. Management believes that its commitment to product innovation,
its distribution systems and its focus on its target markets, position it
well to compete in these various markets.

INTERNATIONAL

The international market is generally fragmented so that the degree of
competition varies among the different countries in which the company
markets its consumer, commercial and irrigation products. Most
competitors in the irrigation and commercial product lines are based in
the United States. Consumer product lines can face more competition
becausewhere foreign competitors can manufacture and market competing products in
their countries at a lower cost. In addition, fluctuations in the
value of the U.S. dollar may affect the price of the company's products
in such markets, thereby affecting their competitiveness.

RESEARCH AND DEVELOPMENT

The company conducts research and development activities in an effort to
improve existing products and to develop new products. Amounts expended on
such activities aggregated approximately $33.0 million, or 3.6% of sales in
1995, $30.9 million, or 3.9% of sales in 1994 and $25.3 million, or 3.7%
of sales in 1993 and $26.9 million, or 4.2% of sales in
1992.1993. Management believes that the company's research and
development efforts are important to the quality, mix and growth of its
businesses and plans to continue its strong commitment to such activities.

GOVERNMENTAL REGULATION

The company's products are subject to various federal statutes designed to
protect consumers and are subject to the administrative jurisdiction of the
Federal Consumer Product Safety Commission. The company is also subject to
certain federal and state environmental, occupational safety and other
regulations, none of which has had a material adverse affect on its
operations or business. Management believes the company is in substantial
compliance with all such regulations. The Environmental Protection Agency
(EPA) released proposedPhase I regulations for smallall gas engines under 25 horsepower
in June of 1995. Toro's four-cycle engine emissions in May 1994.suppliers are required to comply
with the EPA regulations. Toro has been working with industry associations and the EPA on the proposed rules for more
than two yearsruling
and is positionedas a result will be able to respondcontinue producing its two-cycle engines at
its Oxford, Mississippi plant under the current standard through the year
2001. However, Toro expects its own engines to whatever final rules are adopted.be able to comply with
Phase I regulations beginning in September of 1997.

EMPLOYEES

During 19941995 the company employed an average of 3,4343,626 employees. The total
number of employees at July 31, 19941995 was 2,800,2,867, reflecting the company's
normal seasonal fluctuation in employment. Approximately one-quarter of
the company's employees are covered by threefour collective bargaining
agreements expiring in September 1994, November 1996, and May 1997 respectively.and two expiring in
September 1997. Management considers its overall relations with its
employees to be good.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS

All of Toro's production facilities are located within the United States
and Belgium. Except for the sales of the company's foreign subsidiaries
which are not significant when compared to total company sales,
substantially all financial transactions are made in U.S. dollars.
Consequently, the company did not realize any significant impact to
earnings due to fluctuations in foreign currencies.

Export sales were $126,560,000, $109,344,000 $111,263,000 and $109,076,000$111,263,000 in fiscal 1995,
1994 1993 and 1992,1993, respectively. The identifiable assets attributable to foreign
operations are not significant.

- 5 -

ITEM 2. PROPERTIES

The Toro Company utilizes owned manufacturing and office facilities which
totaled approximately 2,199,0002,263,000 square feet of space. The manufacturing
facilities operated at about 89%81% of total capacity in fiscal 1994.1995. The
following schedule outlines the owned facilities by location, plant size
and function:

Location Square Feet Products Manufactured/Use
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Plymouth, WI 463,000 Parts distribution center, office
Tomah, WI 274,000 Consumer and Commercial products
Bloomington, MN 244,000 Corporate headquarters
Riverside, CA 222,000Location Square Feet Products Manufactured/Use
-------- ----------- ------------------------

Plymouth, WI 420,000 Parts distribution center, office
Tomah, WI 274,000 Consumer and Commercial products
Bloomington, MN 300,000 Corporate headquarters
Riverside, CA 217,000 Irrigation products
Sardis, MS (a) 244,000 Consumer products
Windom, MN 253,000 Consumer components and products
South Bend, IN(b) 226,000 Closed facility
Shakopee, MN 146,000 Components for consumer and commercial
products
Oxford, MS 64,000 Components for consumer products
Oevel, Belgium 63,000 Consumer products
---------
Total Square Feet 2,199,000
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---------

(a) 245,000 Consumer products
Windom, MN 305,000 Consumer components and products
South Bend, IN (b) 226,000 Closed facility
Shakopee, MN 146,000 Components for consumer and commercial
products
Oxford, MS 67,000 Components for consumer products
Oevel, Belgium 63,000 Consumer products
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Total Square Feet 2,263,000
---------
---------

(a) Reopened in 1995. Facility closed in 1993 due to restructuring. Will be reopened in
1995.
(b) Facility closed in 1993 due to restructuring. Building held for
sale.

In 1994,1995, the company leased the following warehouse space for its finished
good distribution centers: 304,000 square feet in Lakeville, Minnesota, and
228,000 square feet in Baraboo, Wisconsin. The company also leased
manufacturing space of 145,000162,000 square feet in Mound, Minnesota, and 176,000
square feet in Olathe, Kansas.Kansas, and 178,000 square feet in Evansville,
Indiana. Other leased office and warehouse space located in various cities
in the United States, Australia, Canada, France, Singapore and United Kingdom
totaled approximately 92,000287,000 square feet.

ITEM 3. LEGAL PROCEEDINGS

The company is routinely a party to various litigation in the ordinary course
of its business. This ongoing litigation primarily involves claims for
damages arising out of the use of the company's products, some of which
include claims for punitive as well as compensatory damages. The company is
also subject to administrative proceedings in respect of certain claims
involving the discharge of hazardous substances into the environment. Certain
of these claims assert damages and liability for remedial investigations and
clean up costs. Management is of the opinion that the amounts which may be
awarded or assessed in connection with these matters will not have a material
effect on the company's financial position. Further, the company maintains
insurance against product liability losses (other than for punitive damages).losses. Such insurance presently covers
claims in excess of $1,000,000 per claim or $2,000,000 in the aggregate
during any fiscal year. The company regularly reviews these dollar limits.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

None.

- 6 --6-

PART II
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All information incorporated herein by reference in this Part II is from the
Registrant's Annual Report to Stockholders for the fiscal year ended July 31,
19941995 ("Annual Report").

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

Toro common stock (including related Preferred Share Purchase Rights) is
listed for trading on the New York Stock Exchange. The number of common
stockholders of record as of July 31, 19941995 was 7,541.7,347.

See "Quarterly Financial Data" on page 28 of the Annual Report for
dividends paid and range of high and low quotations, which are incorporated
herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

See financial data for fiscal years 1995, 1994, 1993, 1992 1991 and 19901991 included
in "Eleven-Year Selected Financial Data" on pages 12 and 13 of the Annual
Report which information for this five-year period is incorporated herein by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" on pages 14 through 18 of the Annual Report which is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements described in Item 14(a)1 of this report are
incorporated herein by reference.

See "Quarterly Financial Data" appearing on page 28 of the Annual Report
which is incorporated herein by reference.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

-7-

PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding the directors of The Toro Company and additional
information regarding certain executive officers is incorporated by reference
to the information to be contained in the Proxy Statement for the Annual Meeting of Stockholders to be held December 15, 1994,filed with
respect to the next meeting of stockholders which involves the election of
directors or, if such Proxy Statement is incorporated herein by reference to such proxy statement which will benot filed within 120 days after the
end of the fiscal year covered by this Form 10-K.

EXECUTIVE OFFICERS10-K, such information will be
filed as part of an amendment to this Form 10-K not later than the end of the
120-day period.

Executive Officers - A complete list of all officers of the company is found
on the inside back cover of the Registrant's Annual Report for the year ended
July 31, 1994.1995. Those persons deemed "EXECUTIVE OFFICERS""executive officers" are listed below
in alphabetical order. The list below includes their age and position with
the company as of October 17, 1994,16, 1995, and positions held by them during the
last five years. Officers are elected or appointed annually.

Additional information
regarding certain of the executive officers is contained in the Proxy Statement
for the Annual Meeting of Stockholders to be held December 15, 1994.

Name, Age and Position Business Experience During
with the Company Business Experience During the Last Five Years
- - - - ---------------------- ------------------------------------------------------------------------

Calvin R. Hendrix Appointed Vice President, Irrigation
Division in
43,44, Vice President and General Manager Division in September 1993. From 1988
Irrigation Products to September 1993, held
General Manager various
management positions with Masco
Corporation.
Irrigation Products

Randy B. James Appointed Vice President, Controller
52, Vice President, Controller in December 1988.
51, Vice President, Previously held
various management positions within
Controller the
company.

Gerald T. Knight Elected Vice President-Finance in
48, Vice President-Finance, April 1992. From
47, Vice President- December 1990 to April
Chief Financial Officer 1992, was Executive Director -
Finance Chief Finance and Corporate Controller of
Financial Officer
NeXT Computer, Inc. Prior to December
1990, held various management positions
with The Pillsbury Company (a subsidiary
of Grand Metropolitan). and General
Electric Company.

Charles B. Lounsbury Appointed Vice President, Distribution
52, Vice President, Distribution, Parts and
51, Vice President, Debris Management in November
Parts and Debris Management 1993. From
Distribution, Parts May 1991 to November 1993
was President and Chief
and Debris Management Operating
Officer of Leaseway Transportation
Corporation. While Mr. Lounsbury
served as President and a director of
Leaseway, it filed for protection under
Chapter 11 and was, during that period,
discharged. From August 1987 to May
1991 was Senior Vice President of
Leaseway Transportation Corporation.

J. David McIntosh Appointed Vice President, Consumer
Division in
51, Vice President February 1992. Appointed52, Vice President and General Manager, Division in February 1992. Appointed
Consumer Products Vice President and General Manager, Manager,
Home Improvement Division in May 1986.
Consumer Products

J. Lawrence McIntyre Elected Vice President in July 1993.
53, Vice President, Secretary and Elected Secretary
52, Vice President, and General Counsel in
General Counsel August 1993. Prior to
Secretary and July 1993, was a
shareholder with
General Counsel Doherty, Rumble &
Butler Professional Association.

-8-

Kendrick B. Melrose Elected Chairman of the Board in
December 1987.
54,55, Chairman of the Board and December 1987. Elected Chief
Chief Executive Officer Executive Officer in December 1983.
Board and Chief
Executive Officer

Karen M. Meyer Elected Vice President, Human
Resources/Administrative
44,45, Vice President Resources/Administrative Services in
Human Resources/Administrative Services December 1991. Appointed Vice
President, Human Resources/
Human Resources/Administrative Services in December
Administrative Services
1988. Previously held various
management positions within the
company.

David H. Morris Elected President in December 1988.
54, President and Elected Chief
53, President and Operating Officer in
August 1988.
Chief Operating Officer August 1988.

Richard R. Pollick Appointed Vice President,
56, Vice President and General Manager International Division in 55, Vice President and March 1990.
International Equipment Previously held various management
General Manager positions within the company.
International Equipment

John G. Szafranski Appointed Vice President, Commercial
Products in
59,60, Vice President December 1984. and General Manager, Products in December 1984.
Commercial Equipment

Stephen P. Wolfe Appointed Vice President in August
47, Vice President, The Toro Company 1994. Elected President, Toro Credit
and President, Toro Credit Company Company in July 1990.

ITEM 11. EXECUTIVE COMPENSATION

Information contained underconcerning executive compensation is incorporated by reference to
the heading "Compensation"information to be contained in the Proxy Statement for the Annual Meeting of the Stockholders to be held December 15, 1994,filed with
respect to the next meeting of stockholders which involves the election of
directors or, if such Proxy Statement is incorporated herein by reference to such proxy statement which will benot filed within 120 days after the
end of the fiscal year covered by this Form 10-K.10-K, such information will be
filed as part of an amendment to this Form 10-K not later than the end of the
120-day period.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding the security ownership of certain beneficial owners and
management of The Toro Company is incorporated by reference to the
information to be contained in the Proxy Statement for the Annual
Meeting of the Stockholders to be held December 15, 1994,filed with respect
to the next meeting of stockholders which involves the election of directors
or, if such Proxy Statement is incorporated herein
by reference to such proxy statement which will benot filed within 120 days after the end of the
fiscal year covered by this Form 10-K.10-K, such information will be filed as part
of an amendment to this Form 10-K not later than the end of the 120-day
period.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

- 9 --9-

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. INDEX TO CONSOLIDATED FINANCIAL STATEMENTSIndex to Consolidated Financial Statements
- - ---------------------------------------------------

Incorporated by reference into Part II, Pages in Fiscal 1995
Item 8 of this report: Pages in Fiscal 1994
Annual Report
to Stockholders
---------------

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . .Report........................... 19

Consolidated Statements of OperationsEarnings for the years ended
July 31, 1995, 1994 1993 and 1992 . . . . . . . . . . . . . . . . . . . .1993......................... 19

Consolidated Balance Sheets
as of July 31, 19941995 and 1993 . . . . . . . . . . . . . . . . . . . .1994......................... 20

Consolidated Statements of Cash Flows for the
years ended July 31, 1995, 1994 1993 and 1992 . . . . . . . . . . . . . .1993............. 21

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . .Statements............. 22-28

(a) 2. INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULESIndex to Consolidated Financial Statement Schedules
- - ------------------------------------------------------------

Included in Part IV of this report:

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .Report......................... 13

Schedule VIIIII - Valuation and Qualifying Accounts. . . . . . . . . .Accounts...... 14

Schedule IX - Short-term Borrowing . . . . . . . . . . . . . . . . . 15

Schedule X - Supplementary Income Statement Information. . . . . . . 16

All other schedules are omitted as the required information is inapplicable
or the information is presented in the consolidated financial statements or
related notes.

(a) 3. EXHIBITSExhibits
- - -----------------

3(i)(a) and 4(a) Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-3,
Registration No. 33-16125).

3(i)(b) and 4(b) Certificate of Amendment to Certificate of
Incorporation of the Registrant dated December 9, 1986
(incorporated by reference to Exhibit 3 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended
January 30, 1987, Commission file No. 1-8649).

3(i)(c) and 4(c) Certificate of Amendment to Certificate of Incorporation
of the Registrant dated December 8, 1987 (incorporated
by reference to Exhibit 3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended January 29,
1988, Commission File No. 1-8649).

- 10 -

3(ii) and 4(d) Bylaws of the Registrant (incorporated by reference to
Exhibit 3.3 to the Registrant's Annual Report on Form 10-K
for the year ended July 31, 1991, Commission file
No. 1-8649)

-10-

4(e) Specimen form of Common Stock certificate (incorporated by
reference to Exhibit 4(c) to the Registrant's Registration
Statement on Form S-8, Registration No. 2-94417).

4(f) Rights Agreement dated as of June 14, 1988, between the
Registrant and Norwest Bank Minnesota, National Association
relating to rights to purchase Series B Junior
Participating Voting Preferred Stock, as amended
(incorporated by reference to Exhibit 1 to Registrant's
Registration Statement on Form 8-A dated June 17, 1988,
Commission File No. 1-8649, as amended).

4(g) Indenture dated as of July 15, 1987, between the
Registrant and Manufacturers Hanover Trust Company,
Trustee, relating to the Registrant's 11% Sinking Fund
Debentures Due August 1, 2017 (incorporated by reference
to Exhibit 4 to the Registrant's Registration Statement
on Form S-3, Registration No. 44-16175).

10(a) Form of Employment Agreement in effect for certain
officers of the Registrant (incorporated by reference
to Exhibit 10(a) to the Registrant's Annual Report
on Form 10-K for the year ended July 31, 1993).

10(b) Form of Supplemental Employment Agreement in effect
for certain officers of the Registrant.

10(c) 1985 Incentive Stock Option Plan and 1989 Stock Option
Plan, both as amended (incorporated by reference
Exhibit 10(b) to the Registrant's Annual Report on
Form 10-K for the year ended July 31, 1993).

10(c)10(d) The Toro Company Matching Stock Purchase Plan (incorporated
by reference to Exhibit 28 to the Registrant's Registration
Statement on Form S-8, Registration No. 33-22469).

10(d)Investment and Savings Plan.

10(e) 1993 Stock Option Plan (incorporated by reference to
Exhibit A to Registrant's Proxy Statement dated
October 29, 1993).

10(e)10(f) Continuous Performance Award Plan (incorporated by
reference to Exhibit A to Registrant's Proxy Statement
dated October 31, 1991).

11 Computation of Earnings (Loss) per Share of Common Stock and
Common Stock Equivalent (page 1715 of this report).

13 Registrant's Fiscal 19941995 Annual Report to Stockholders.

21 Subsidiaries of Registrant (page 1816 of this report).

23 Independent Auditors' Consent (page 1917 of this report).

27 Supplemental Data Schedule; electronic filing only.

(b) REPORTS ON FORMReports on Form 8-K
- - ------------------------

None.

- 11 --11-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

THE TORO COMPANY
----------------------------------------------------------------------
(Registrant)

Dated: October 18, 199417, 1995
/s/ Gerald T. Knight
----------------------------------------------------------------------
Gerald T. Knight
Vice President - Finance
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Kendrick B. Melrose Chairman, Chief Executive October 18, 1994
- - - - ------------------------- Officer and Director
Kendrick B. Melrose

/s/ David H. Morris President, Chief Operating October 18, 1994
- - - - ------------------------- Officer and Director
David H. Morris

/s/ Gerald T. Knight Vice President - Finance, October 18, 1994
- - - - ------------------------- Chief Financial Officer
Gerald T. Knight (principal financial officer)

/s/ Randy B. James Vice President, Controller October 18, 1994
- - - - ------------------------- (principal accounting officer)
Randy B. James

/s/ Janet K. Cooper Director October 18, 1994
- - - - -------------------------
Janet K. Cooper

/s/ William W. George Director October 18, 1994
- - - - -------------------------
William W. George

/s/ Alex A. Meyer Director October 18, 1994
- - - - -------------------------
Alex A. Meyer

/s/ Robert H. Nassau Director October 18, 1994
- - - - -------------------------
Robert H. Nassau

/s/ Dale R. Olseth Director October 18, 1994
- - - - -------------------------
Dale R. Olseth

/s/ Dale W. Turnbull Director October 18, 1994
- - - - -------------------------
Dale W. Turnbull

Signature Title Date
--------- ----- ----

/s/ Kendrick B. Melrose Chairman, Chief Executive October 17, 1995
- - ------------------------------ Officer and Director
Kendrick B. Melrose

/s/ David H. Morris President, Chief Operating October 17, 1995
- - ------------------------------ Officer and Director
David H. Morris

/s/ Gerald T. Knight Vice President - Finance, October 17, 1995
- - ------------------------------ Chief Financial Officer
Gerald T. Knight (principal financial officer)

/s/ Randy B. James Vice President, Controller October 17, 1995
- - ------------------------------ (principal accounting officer)
Randy B. James

/s/ Janet K. Cooper Director October 17, 1995
- - ------------------------------
Janet K. Cooper

/s/ William W. George Director October 17, 1995
- - ------------------------------
William W. George

/s/ Alex A. Meyer Director October 17, 1995
- - ------------------------------
Alex A. Meyer

/s/ Robert H. Nassau Director October 17, 1995
- - ------------------------------
Robert H. Nassau

/s/ Dale R. Olseth Director October 17, 1995
- - ------------------------------
Dale R. Olseth

/s/ Edwin H. Wingate Director October 17, 1995
- - ------------------------------
Edwin H. Wingate

Director October 18, 1994
- - - - -------------------------
Edwin H. Wingate

12 -

[KPMG Peat Marwick LLP Letterhead]

INDEPENDENT AUDITORS' REPORTIndependent Auditors' Report

The Board ofOf Directors
The Toro Company:

Under date of September 8, 1994,7, 1995, we reported on the consolidated balance
sheets of The Toro Company and subsidiaries as of July 31, 19941995 and 1993,1994, and
the related consolidated statements of operationsearning and cash flows for each of the
years in the three-year period ended July 31, 1994,1995, as contained in the 19941995
annual report to stockholders. These consolidated financial statements and
our report thereon are incorporated by reference in the annual report on Form
10-K for the fiscal year 1994.1995. In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the
related consolidated financial statement schedules asschedule listed in the accompanying
index. TheseThis financial statement schedules areschedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on thesethis
financial statement schedulesschedule based on our audits.

In our opinion, such financial statement schedules,schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presentpresents fairly in all material respects the information set forth therein.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

Minneapolis, Minnesota
September 8, 19947, 1995

Schedule VIIIII

THE TORO COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTSValuation and Qualifying Accounts

BALANCE AT CHARGED TO
BEGINNING OF COSTS AND BALANCE AT
DESCRIPTION YEAR EXPENSES OTHERBalance at Charged to
beginning of costs and Balance at
Description year expenses Other (a) DEDUCTIONSDeductions (b) END OF YEARend of year
- - - --------------------- ------------ ----------------------- --------- -------------- ----------- ------------- --------------- --------------

Year Ended July 31, 1994
- - - - --------------------------

Year Ended July 31, 1995

Allowance for
doubtful accounts $7,702,000 $1,543,000 $ 20,000 $1,922,000 $7,343,000
---------- ---------- -------- ---------- ----------
Year Ended July 31, 1994

Allowance for
doubtful accounts $5,589,000 $3,032,000 $ 765,000 $ 1,684,000$765,000 $1,684,000 $7,702,000
------------- ----------- ------------- --------------- --------------

---------- ---------- -------- ---------- ----------
Year Ended July 31, 1993
- - - - -------------------------

Allowance for
doubtful accounts $6,358,000 $2,500,000 $ - $ 3,269,000$3,269,000 $5,589,000
------------- ----------- ------------- --------------- --------------

Year Ended July 31, 1992
- - - - -------------------------

Allowance
for doubtful
accounts $3,564,000 $4,083,000 $ - $ 1,289,000 $6,358,000
------------- ----------- ------------- --------------- --------------

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

(a) Additions to allowance for doubtful accounts during 1995
and 1994 due to reclassification and acquisitions.

(b) Uncollectible accounts charged off, net of recoveries.

- 14
-

Schedule IX

THE TORO COMPANY AND SUBSIDIARIES
Short-term Borrowing

Year Ended July 31,
------------------------------

1994 1993
----------- -----------

Balance at End of Period $ - $ -
----------- -----------

Weighted Average Interest Rate at End N/A N/A
of Period
----------- -----------

Maximum Amount Outstanding During the
Period $49,600,000 $45,500,000
----------- -----------

Average Amount Outstanding During the
Period (1) $12,900,000 $10,600,000
----------- -----------

Weighted Average Interest Rate During
the Period (2) 6.45% 8.08%
----------- -----------

(1) The average amount outstanding during the period represents total
monthly borrowing divided by 12 months.

(2) The weighted average interest rate represents total annual short-term
interest expense, including facility fees, divided by the average
daily debt outstanding.

Short-term borrowing are unsecured borrowing under bank lines of credit.

- 15 -

Schedule X

THE TORO COMPANY AND SUBSIDIARIES
Supplementary Income Statement Information

Charged to Costs and Expenses:
Year Ended July 31,
-------------------------------------------

1994 1993 1992
----------- ------------- -----------

Maintenance and repairs $10,650,000 $ 8,515,000 $ 7,074,000

Depreciation and amortization of
intangible assets * * *

Taxes, other than payroll and
income taxes * * *

Royalties * * *

Advertising $26,282,000 $17,248,000 $22,058,000

* Less than 1% of net sales for applicable year.

- 16 -