As filed with the Securities and Exchange Commission,
via EDGAR, on March 20,October 9, 2003.
Registration Nos. 333-____, 333-____-01,
333-____-02, 333-____-03333-_______, 333-_______-01, 333-_______-02,
333-_______-03 and 333-____-04.333-_______-04.
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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

Toll Brothers Finance Corp.- Delaware 1531 Toll Brothers Finance Corp.- 23-3097271
Toll Brothers, Inc.- Delaware 1531 Toll Brothers, Inc.- 23-2416878
- ------------------------------------------------------------------------- --------- ---------------------------------------
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Identification Number)
of incorporation Classification Code Number of
of each registrant) each registrant and each
additional registrant)

3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(215) 938-8000
-------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS
---------------------------------------

Joel H. Rassman
Executive Vice President
Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(215) 938-8000
------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area
code, of agent for service for each registrant and the additional
registrants)

------------------
Copies to:
Mark K. Kessler, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street, 22nd Floor
Philadelphia, Pennsylvania 19103-2097
(215) 977-2000

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

Approximate date of commencement of proposed sale to the public: As
soon as practicable after effective date of this registration statement.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

The registrants hereby amend this registration statement on such date
or dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

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

CALCULATION OF REGISTRATION FEE

Proposed
Proposed maximum
Proposed
maximum aggregate
Title of each class of Amount to be offering price offering Amount of
securities to be registered registered per unit (1) price (1) registration fee
- --------------------------- ------------- ----------------- ----------------------------- -------------- ---------- ----------------
6.875%
5.95% Senior Notes due 2012 $300,000,0002013 $250,000,000 100% $300,000,000 $24,270$250,000,000 $20,225

Guarantees of 6.875%5.95% Senior Notes $300,000,000$250,000,000 (2) (2) (2)
Notes due 20122013

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.

(2) In accordance with Rule 457(n), no separate fee for the registration of the
guarantees is required.

TABLE OF ADDITIONAL REGISTRANTS(1)

State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------

Toll Holdings, Inc. Delaware 23-2569047
Amwell Chase, Inc. Delaware 23-2551304
BBCC Investments, Inc. Pennsylvania 23-3051375
Brentwood Investments I, Inc Tennessee 04-3602308
Bunker Hill Estates, Inc. Delaware 23-2535037
Chesterbrooke, Inc. Delaware 23-2485513
Connecticut Land Corp. Delaware 23-2533514
Daylesford Development Corp. Delaware 23-2511943
Eastern States Engineering, Inc. Delaware 23-2432981
Edmunds-Toll Construction Company Arizona 23-2832024
Fairway Valley, Inc. Delaware 23-2432976
First Brandywine Finance Corp. Delaware 23-2737486
First Brandywine Investment Corp. II Delaware 23-2731790
First Brandywine Investment Corp. III Delaware 23-2820213
First Brandywine Investment Corp. IV Delaware 61-1443340
First Huntingdon Finance Corp. Delaware 23-2485787
Franklin Farms G.P., Inc. Delaware 23-2486303
Frenchman's Reserve Country Club, Inc. Florida 56-2290261
HQZ Acquisitions, Inc. Michigan 38-3149633
MA Limited Land Corporation Delaware 23-2523560
Maple Point, Inc. Delaware 23-2551803
Maryland Limited Land Corporation Delaware 23-2499816
Mizner County Club, Inc. Florida 23-2970622
Mountain View Country Club, Inc. California 05-0567717
Polekoff Farm, Inc. Pennsylvania 23-2417142
Silverman Development Company, Inc. Michigan 38-3180742
SH Homes Corporation Michigan 38-3392296
SI Investment Corporation Michigan 38-3298884
Springfield Chase, Inc. Delaware 23-2538985
Stewarts Crossing, Inc. Delaware 23-2547222
Tampa Realty Associates, Inc. Florida 23-3026885
TB Proprietary Corp. Delaware 23-2485790
TB Proprietary LP, Inc. Delaware 23-3066217
Tenby Hunt, Inc. Delaware 23-2682947
The Silverman Building Companies, Inc. Michigan 38-3075345

- ----------------------
(1) The address, including zip code, and telephone number, including area code,
for each of the additional registrants is 3103 Philmont Avenue, Huntingdon
Valley, Pennsylvania 19006, (215) 938-8000.

Toll AZ GP Corp. Delaware 23-2815680
Toll Bros., Inc. Pennsylvania 23-2417123
Toll Bros., Inc. Delaware 23-2600117
Toll Bros., Inc. Texas 23-2896374
Toll Bros. of Arizona, Inc. Arizona 23-2906398
Toll Bros. of North Carolina, Inc. North Carolina 23-2777389
Toll Bros. of North Carolina II, Inc. North Carolina 23-2990315
Toll Bros. of North Carolina III, Inc. North Carolina 23-2993276
Toll Bros. of Tennessee, Inc. Delaware 51-0385724
Toll Brothers Real Estate, Inc. Pennsylvania 23-2417116
Toll CA GP Corp. California 23-2748091
Toll CO GP Corp. Colorado 23-2978190
Toll Corp. Delaware 23-2485860
Toll Finance Corp. Delaware 23-2978196
Toll FL GP Corp. Florida 23-2796288
Toll IL GP Corp. Illinois 23-2967049
Toll Land Corp. No. 6 Pennsylvania 23-2417134
Toll Land Corp. No. 10 Delaware 23-2551776
Toll Land Corp. No. 20 Delaware 23-2551793
Toll Land Corp. No. 43 Delaware 23-2737488
Toll Land Corp. No. 45 Delaware 23-2737050
Toll Land Corp. No. 46 Delaware 23-2731483
Toll Land Corp. No. 47 Delaware 23-2737359
Toll Land Corp. No. 48 Delaware 23-2860557
Toll Land Corp. No. 49 Delaware 23-2860562
Toll Land Corp. No. 50 Delaware 23-2860513
Toll Land Corp. No. 51 Delaware 23-2959185
Toll Land Corp. No. 52 Delaware 23-2966099
Toll Land Corp. No. 53 Delaware 23-2978200
Toll Land Corp. No. 55 Delaware 23-2978124
Toll Land Corp. No. 56 Delaware 23-2978119
Toll Land Corp. No. 58 Delaware 23-3097273
Toll Land Corp. No. 59 Delaware 23-3097278
Toll Land Corp. No. 60 Delaware 23-3097277
Toll Management AZ Corp. Delaware 51-0385727
Toll Management VA Corp. Delaware 51-0385725
Toll MN GP Corp. Minnesota 20-0099962
Toll MI GP Corp. Michigan 23-2917543
Toll NH GP Corp. New Hampshire 23-3048998
Toll NJ Builder Corp. New Jersey 74-3083211
Toll NJX-I Corp. Delaware 51-0413821

Toll NJX-II Corp. Delaware 51-0413826
Toll NJX-III Corp. Delaware 74-3083754
Toll NJX-IV Corp. Delaware 74-3083774
Toll NV GP Corp. Nevada 23-2928710
Toll NC GP Corp. North Carolina 23-2760759
Toll OH GP Corp. Ohio 23-2878722
Toll PA GP Corp. Pennsylvania 23-2687561
Toll PA II GP Corp. Pennsylvania 03-0395069
Toll PA Builder Corp. Pennsylvania 87-0693313
Toll Peppertree, Inc. New York 23-2709097
Toll Philmont Corporation Delaware 23-2526635
Toll Realty Holdings Corp. I Delaware 23-2954512
Toll Realty Holdings Corp. II Delaware 23-2954511
Toll Realty Holdings Corp. III Delaware 23-2954510
Toll RI GP Corp. Rhode Island 23-3020194
Toll SC GP Corp. South Carolina 23-3094328
Toll TN GP Corp. Tennessee 23-2886926
Toll TX GP Corp. Delaware 23-2796291
Toll VA GP Corp. Delaware 23-2551790
Toll VA Member Two, Inc. Delaware 51-0385726
Toll Wood Corporation Delaware 23-2533529
Toll YL, Inc. California 23-2898272
Valley Forge Conservation Holding GP Corp. Pennsylvania 73-1636768
Warren Chase, Inc. Delaware 23-2518740
Windsor Development Corp. Pennsylvania 23-2432983
Afton Chase, L.P. Pennsylvania 23-2760770
Audubon Ridge, L.P. Pennsylvania 23-2668976
BBCC Golf, L.P. Pennsylvania 23-2680898
BBCC Investments, L.P. Pennsylvania 23-3051360
Beaumont Chase, L.P. Pennsylvania 23-2910269
Belmont Land, L.P. Virginia 23-2810333
Bennington Hunt, L.P. New Jersey 23-2690596
Bernards Chase, L.P. New Jersey 23-2796287
Binks Estates Limited Partnership Florida 23-2796300
The Bird Estate Limited Partnership Massachusetts 23-2883360
Blue Bell Country Club, L.P. Pennsylvania 23-2668975
Branchburg Ridge, L.P. New Jersey 23-2918996
Brandywine River Estates, L.P. Pennsylvania 23-2838421
Brass Castle Estates, L.P. New Jersey 23-2921715
Brentwood Investments, L.P. Tennessee 01-0616044
Bridle Estates, L.P. Pennsylvania 23-2855510
Broad Run Associates, L.P. Pennsylvania 23-2979479

iii

Buckingham Woods, L.P. Pennsylvania 23-2689274
Bucks County Country Club, L.P. Pennsylvania 23-2878689
CC Estates Limited Partnership Massachusetts 23-2748927
Calabasas View, L.P. California 23-2785219
Charlestown Hills, L.P. New Jersey 23-2855658
Cheltenham Estates Limited Partnership Michigan 23-2968590
Chesterbrooke Limited Partnership New Jersey 23-2485378
Chesterfield Hunt, L.P. New Jersey 23-2855657
Cobblestones at Thornbury, L.P. Pennsylvania 23-2774674
Cold Spring Hunt, L.P. Pennsylvania 23-2702468
Coleman-Toll Limited Partnership Nevada 23-2928708
Concord Chase, L.P. Pennsylvania 23-2897949
Cortlandt Chase, L.P. New York 23-2928875
Delray Limited Partnership Florida 23-2929049
Dolington Estates, L.P. Pennsylvania 23-2760781
Dominion Country Club, L.P. Virginia 23-2984309
Eagle Farm Limited Partnership Massachusetts 23-2760777
Edmunds-Toll Limited Partnership Arizona 23-2815685
Eldorado Country Estates, L.P. Texas 23-2796296
Estates at Autumnwood, L.P. Delaware 23-2709134
The Estates at Brooke Manor Limited Partnership Maryland 23-2740412
Estates at Coronado Pointe, L.P. California 23-2796299
The Estates at Potomac Glen Limited Partnership Maryland 23-2785225
Estates at Princeton Junction, L.P. New Jersey 23-2760779
Estates at Rivers Edge, L.P. New Jersey 23-2748080
Estates at San Juan Capistrano, L.P. California 23-2796301
The Estates at Summit Chase, L.P. California 23-2748089
Fairfax Investment, L.P. Virginia 23-2982190
Fairfax Station Hunt, L.P. Virginia 23-2680894
Fair Lakes Chase, L.P. Virginia 23-2955092
Fairway Mews Limited Partnership New Jersey 23-2621939
Farmwell Hunt, L.P. Virginia 23-2822996
First Brandywine Partners, L.P. Delaware 51-0385730
Franklin Oaks Limited Partnership Massachusetts 23-2838925
Freehold Chase, L.P. New Jersey 23-2743988
Great Falls Hunt, L.P. Virginia 23-2719371
Great Falls Woods, L.P. Virginia 23-2963544
Greens at Waynesborough, L.P. Pennsylvania 23-2740013

Greenwich Chase, L.P. New Jersey 23-2709793
Greenwich Station, L.P. New Jersey 23-2816336
Hockessin Chase, L.P. Delaware 23-2944970
Holland Ridge, L.P. New Jersey 23-2785227
Holliston Hunt Limited Partnership Massachusetts 23-2922701
Hopewell Hunt, L.P. New Jersey 23-2838289
Huckins Farm Limited Partnership Massachusetts 23-2740411
Hunter Mill, L.P. Virginia 23-2711430
Hunterdon Chase, L.P. New Jersey 23-2774673
Hunterdon Ridge, L.P. New Jersey 23-2944965
Huntington Estates Limited Partnership Connecticut 23-2855662
Hurley Ridge Limited Partnership Maryland 23-2954935
Independence Hill, L.P. New Jersey 23-2872609
Kensington Woods Limited Partnership Massachusetts 23-2701194
Knolls of Birmingham, L.P. Pennsylvania 23-2855656
Lakeridge, L.P. Pennsylvania 23-2740012
Lakeway Hills Properties, L.P. Texas 23-2838579
Laurel Creek, L.P. New Jersey 23-2796297
Loudoun Valley Associates, L.P. Virginia 23-3025878
Mallard Lakes, L.P. Texas 23-2796298
Manalapan Hunt, L.P. New Jersey 23-2806323
Maple Creek Limited Partnership Michigan 38-3453419
Marshallton Chase, L.P. Pennsylvania 23-2855525
Mill Road Estates, L.P. Pennsylvania 23-2774670
Montgomery Chase, L.P. New Jersey 23-2745356
Montgomery Oaks, L.P. New Jersey 23-2796292
Moorestown Hunt, L.P. New Jersey 23-2810335
Mount Kisco Chase, L.P. New York 23-2796641
NC Country Club Estates Limited Partnership North Carolina 23-2917299
Newport Ridge Limited Partnership Michigan 38-3413877
Newtown Chase Limited Partnership Connecticut 23-2818660
Northampton Crest, L.P. Pennsylvania 23-2944980
Northampton Preserve, L.P. Pennsylvania 23-2901212
Patriots, L.P. New Jersey 23-2941041
The Preserve Limited Partnership North Carolina 23-2785224
The Preserve at Annapolis Limited Partnership Maryland 23-2838510
The Preserve at Boca Raton Limited Partnership Florida 23-2810339
Preston Village Limited Partnership North Carolina 23-2806570
Princeton Hunt, L.P. New Jersey 23-2747998

Providence Limited Partnership North Carolina 23-2810338
Providence Hunt, L.P. Pennsylvania 23-2680892
Providence Plantation Limited Partnership North Carolina 23-2855661
Regency at Dominion Valley, L.P. Virginia 45-0497498
River Crossing, L.P. Pennsylvania 23-2855516
Rolling Greens, L.P. New Jersey 23-2855583
Rose Hollow Crossing Associates Pennsylvania 23-2253629
Rose Tree Manor, L.P. Pennsylvania 23-2699972
Seaside Estates Limited Partnership Florida 23-2870057
Shrewsbury Hunt Limited Partnership Massachusetts 23-2912930
Silverman-Toll Limited Partnership Michigan 23-2986323
Somers Chase, L.P. New York 23-2855511
Somerset Development Limited Partnership North Carolina 23-2785223
South Riding, L.P. Virginia 23-2994369
South Riding Partners, L.P. Virginia 23-2861890
Southlake Woods, L.P. Texas 23-2869081
Southport Landing Limited Partnership Connecticut 23-2784609
Springton Pointe, L.P. Pennsylvania 23-2810340
Stone Mill Estates, L.P. Pennsylvania 23-3013974
Stoney Ford Estates, L.P. Pennsylvania 23-2882087
Swedesford Chase, L.P. Pennsylvania 23-2939504
TBI/Heron Bay Limited Partnership Florida 23-2928874
TBI/Naples Limited Partnership Florida 23-2883354
TBI/Palm Beach Limited Partnership Florida 23-2891601
TB Proprietary, L.P. Delaware 23-3070158
Tenby Hunt, L.P. Delaware 23-2682946
Thornbury Knoll, L.P. Pennsylvania 23-2668410
Timber Ridge Investment Limited Partnership Michigan 38-3413876
Toll at Brier Creek Limited Partnership North Carolina 23-2954264
Toll at Daventry Park, L.P. Ohio 23-2897947
Toll at Payne Ranch, L.P. California 23-2833118
Toll at Potomac Woods, L.P. Virginia 23-2660429
Toll at Princeton Walk, L.P. New Jersey 23-2879954
Toll at Westlake, L.P. New Jersey 23-2963549
Toll at Whippoorwill, L.P. New York 23-2888554
Toll Bros. of Tennessee, L.P. Tennessee 51-0386723
Toll Brothers Maryland II Limited Partnership Maryland 23-3027594
Toll CA, L.P. California 23-2963547
Toll CA II, L.P. California 23-2838417

Toll CA III, L.P. California 23-3031827
Toll CA IV, L.P. California 23-3029688
Toll CA V, L.P. California 23-3091624
Toll CA VI, L.P. California 23-3091657
Toll CO, L.P. Colorado 23-2978294
Toll Costa, L.P. California 81-0602065
Toll CT Limited Partnership Connecticut 23-2963551
Toll CT II Limited Partnership Connecticut 23-3041974
Toll CT Westport Limited Partnership Connecticut 23-3048964
Toll-Dublin, L.P. California 23-3070669
Toll Estero Limited Partnership Florida 72-1539292
Toll FL Limited Partnership Florida 23-3007073
Toll FL II Limited Partnership Florida 73-1657686
Toll FL III Limited Partnership Florida ***
Toll Ft. Myers Limited Partnership Florida 82-0559443
Toll Grove LP New Jersey ***
Toll IL, L.P. Illinois 23-2963552
Toll IL II, L.P. Illinois 23-3041962
Toll IL III, L.P. Illinois 03-0382404
Toll IL HWCC, L.P. Illinois 75-2985312
Toll Land Limited Partnership Connecticut 23-2709099
Toll Land IV Limited Partnership New Jersey 23-2737490
Toll Land V Limited Partnership New York 23-2796637
Toll Land VI Limited Partnership New York 23-2796640
Toll Land VII Limited Partnership New York 23-2775308
Toll Land VIII Limited Partnership New York 23-2788695
Toll Land IX Limited Partnership Virginia 23-2939502
Toll Land X Limited Partnership Virginia 23-2774670
Toll Land XI Limited Partnership New Jersey 23-2796302
Toll Land XII Limited Partnership New York 23-2796303
Toll Land XIII Limited Partnership New York 23-2796304
Toll Land XIV Limited Partnership New York 23-2796295
Toll Land XV Limited Partnership Virginia 23-2810342
Toll Land XVI Limited Partnership New Jersey 23-2810344
Toll Land XVII Limited Partnership Connecticut 23-2815064
Toll Land XVIII Limited Partnership Connecticut 23-2833240
Toll Land XIX Limited Partnership California 23-2833171
Toll Land XX Limited Partnership California 23-2838991
Toll Land XXI Limited Partnership Virginia 23-2865738
Toll Land XXII Limited Partnership California 23-2879949
Toll Land XXIII Limited Partnership California 23-2879946
Toll Land XXV Limited Partnership New Jersey 23-2867694
Toll Land XXVI Limited Partnership Ohio 23-2880687

*** Application for I.R.S. Employer Identification Number has been filed and is
pending.

vii

Toll Land XXVII Limited Partnership Delaware 23-2991749
Toll Marshall LP New Jersey ***
Toll MD Limited Partnership Maryland 23-2963546
Toll MD II Limited Partnership Maryland 23-2978195
Toll MD III Limited Partnership Maryland 23-3044366
Toll MD IV Limited Partnership Maryland 71-0890813
Toll MD V Limited Partnership Maryland ***
Toll MI Limited Partnership Michigan 23-2999200
Toll MI II Limited Partnership Michigan 23-3015611
Toll MI III Limited Partnership Michigan 23-3097778
Toll MN, L.P. Minnesota 20-0099987
Toll Naples Limited Partnership Florida 73-1657686
Toll Naval Associates Pennsylvania 23-2454576
Toll NH Limited Partnership New Hampshire 23-3048999
Toll NJ, L.P. New Jersey 23-2963550
Toll NJ II, L.P. New Jersey 23-2991953
Toll NJ III, L.P. New Jersey 23-2993263
Toll NJ IV, L.P. New Jersey 23-3038827
Toll NJ V, L.P. New Jersey 23-3091620
Toll NJ VI, L.P. New Jersey 23-3098583
Toll NJ Builder I, L.P. New Jersey 41-2089798
Toll Northville Limited Partnership Michigan 23-2918130
Toll Northville Golf Limited Partnership Michigan 23-2918224
Toll NV Limited Partnership Nevada 23-3010602
Toll PA, L.P. Pennsylvania 23-2879956
Toll PA II, L.P. Pennsylvania 23-3063349
Toll PA III, L.P. Pennsylvania 23-3097666
Toll PA IV, L.P. Pennsylvania 23-3097672
Toll PA V, L.P. Pennsylvania 03-0395087
Toll PA VI, L.P. Pennsylvania 47-0858909
Toll PA VII, L.P. Pennsylvania 68-0533037
Toll Peppertree, L.P. New York 23-2707709
Toll Reston Associates, L.P. Delaware 23-3016263
Toll RI, L.P. Rhode Island 23-3020191
Toll RI II, L.P. Rhode Island 27-0043852
Toll SC, L.P. South Carolina 23-3094632
Toll SC II, L.P. South Carolina 82-0574725
Toll TX, L.P. Texas 23-2984310
Toll TX II, L.P. Texas 23-3090949
Toll VA, L.P. Virginia 23-2952674
Toll VA II, L.P. Virginia 23-3001131
Toll VA IV, L.P. Virginia 75-2972033
Toll VA V, L.P. Virginia 47-0887401

*** Application for I.R.S. Employer Identification Number has been filed and is
pending.

viii

Toll Venice Limited Partnership Florida 71-0902794
Toll YL, L.P. California 23-3016250
Toll YL II, L.P. California 80-0014182
Trumbull Hunt Limited Partnership Connecticut 23-2855529
Uwchlan Woods, L.P. Pennsylvania 23-2838958
Valley Forge Conservation Holding, L.P. Pennsylvania 42-1537902
Valley Forge Woods, L.P. Pennsylvania 23-2699971
Valley View Estates Limited Partnership Massachusetts 23-2760768
Village Partners, L.P. Pennsylvania 81-0594073
Waldon Preserve Limited Partnership Michigan 38-3312737
Warwick Greene, L.P. Pennsylvania 23-2968960
Warwick Woods, L.P. Pennsylvania 23-2838950
Washington Greene Development, L.P. New Jersey 23-2815640
West Amwell Limited Partnership New Jersey 23-2570825
Whiteland Woods, L.P. Pennsylvania 23-2833125
Wichita Chase, L.P. Texas 23-2855660
Willowdale Crossing, L.P. Pennsylvania 23-2879951
Wilson Concord, L.P. Tennessee 23-2887824
Woodbury Estates, L.P. New Jersey 23-2855523
The Woods at Highland Lakes, L.P. Ohio 23-2948699
The Woods at Long Valley, L.P. New Jersey 23-2889640
The Woods at Muddy Branch Limited Partnership Maryland 23-2810336
Wrightstown Hunt, L.P. Pennsylvania 23-2838487
Yardley Estates, L.P. Pennsylvania 23-2691658
60 Industrial Parkway Cheektowaga, LLC New York 23-2796640**
2301 Fallston Road LLC Maryland 23-2963546**
Belmont Country Club I LLC Virginia 23-2810333**
Belmont Country Club II LLC Virginia 23-2810333**
Big Branch Overlook L.L.C. Maryland 23-2978195**
Brier Creek Country Club I LLC North Carolina 23-2954264**
Brier Creek Country Club II LLC North Carolina 23-2954264**
C.B.A.Z. Construction Company LLC Arizona 51-0385729**
C.B.A.Z, Holding Company LLC Delaware 51-0385729
Creeks Farm L.L.C. Maryland 23-2978195**
Dominion Valley Country Club I LLC Virginia 23-2984309**
Dominion Valley Country Club II LLC Virginia 23-2984309**
ELB Investments I LLC Illinois 23-2963552**
ELB Investments II LLC Illinois 23-2963552**
FC Investments I LLC Massachusetts 23-2838925**
FC Investments II LLC Massachusetts 23-2838925**
Feys Property LLC Maryland 23-2978195**

** Uses EmploymentEmployer Identification Number used by its sole member.

First Brandywine LLC I Delaware 23-2485787**
First Brandywine LLC II Delaware 23-2485787**
First Brandywine LLC III Delaware 61-1443340**
First Brandywine LLC IV Delaware 61-1443340**
Frenchman's Reserve Realty, LLC Florida 23-2417123**
Golf I Country Club Estates at Moorpark LLC California 23-2963547**
Golf II Country Club Estates at Moorpark LLC California 23-2963547**
High Point at Hopewell, LLC New Jersey 23-3098583**
Hunts Bluff LLC Maryland 23-2978195**
Long Meadows TBI, LLC Maryland 23-3044366**
Martin County Improvement Association LLC Florida 23-2417123**
Mizner Realty, L.L.C. Florida 23-2417123**
Mountain View Country Club I LLC California 23-3091624**
Mountain View Country Club II LLC California 23-3091624**
Naples Lakes Country Club, L.L.C. Florida 23-2883354**
Naples TBI Realty, LLC Florida 23-2417123**
Northville Hills Golf Club LLC Michigan 23-2918224**
Nosan & Silverman&Silverman Homes LLC Michigan 38-3208312
Palm Cove Golf & Yacht&Yacht Club I LLC Florida 23-3007073**
Palm Cove Golf & Yacht&Yacht Club II LLC Florida 23-3007073**
Palm Cove Marina I LLC Florida 23-3007073**
Palm Cove Marina II LLC Florida 23-3007073**
Regency at Denville LLC New Jersey 23-2810344**
Regency at Dominion Valley LLC Virginia 23-2984309**
The Regency Golf Club I LLC Virginia 23-2984309**
The Regency Golf Club II LLC Virginia 23-2984309**
RiverCrest Sewer Company, LLC Pennsylvania 23-3097672**
Sapling Ridge, LLC Maryland 23-2978195**
South Riding Realty LLC Virginia 23-2861890**
SR Amberlea LLC Virginia 23-2861890**
Stoney Kill LLC New York 23-2796640**
Toll Brothers Realty Michigan II LLC Michigan 23-2417123**
Toll Cedar Hunt LLC Virginia 23-2994369**
Toll DE X, LLC Delaware 23-3098760
Toll-Dublin, LLC California 23-3070669**
Toll Equipment, L.L.C. Delaware 23-2417123**
Toll Glastonbury LLC Connecticut 23-3041974**
Toll NJ I, L.L.C. New Jersey 23-3091620**
Toll NJ II, L.L.C. New Jersey 23-3091620**
Toll Realty L.L.C. Florida 23-2417123**
Toll Reston Associates, L.L.C. Delaware 23-2551790**
Toll VA L.L.C Delaware 51-0385728**
Toll VA III L.L.C. Virginia 23-2417123**
Toll Van Wyck LLC New York 23-2796637**
Virginia Construction Co. I, LLC Virginia 23-2417123**
Virginia Construction Co. II, LLC Virginia 23-2417123**

** Uses EmploymentEmployer Identification Number used by its sole member.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED MARCH 19, 2003OCTOBER 9, 2003.

PROSPECTUS

CONFIDENTIAL

[GRAPHIC OMITTED][graphic omitted]

OFFER TO EXCHANGE

$300,000,000$250,000,000

Toll Brothers Finance Corp.
6.875%5.95% Senior Notes due 20122013
Guaranteed on a Senior Basis by
Toll Brothers, Inc.

andAnd Certain of its Subsidiaries, Which Have Been Registered Under the
Securities Act of 1933, for anyAny and allAll of the Outstanding Toll Brothers
Finance Corp. 6.875%5.95% Senior Notes due 2012

-----------------Due 2013

The Exchange Notes

o The terms of the exchange notes we are issuing will be substantially
identical to the outstanding notes that we issued on November 22, 2002,September 3, 2003,
except for the elimination of some transfer restrictions, registration
rights and additional interest payments relating to the outstanding
notes.

o Interest on the exchange notes will accrue at the rate of 6.875%5.95% per
year, payable on MayMarch 15 and NovemberSeptember 15 of each year, beginning
MayMarch 15, 2003,2004, and the notes will mature on NovemberSeptember 15, 2012.2013.

o The exchange notes will be unsecured and will rank equally with all our
other unsecured and unsubordinated indebtedness.

o We may redeem some or all of the exchange notes at any time at the
prices described under the heading "Description of Exchange Notes --
Optional Redemption"Redemption." The exchange notes will not have the benefit of
any sinking fund.

o The exchange notes are expected to be listed on the New York Stock
Exchange.

Material Terms of the Exchange Offer

o The exchange offer expires at 5:00 p.m., New York City time, on ___________,,
2003, unless extended.

o Our completion of the exchange offer is subject to customary
conditions, which we may waive.

o Upon our completion of the exchange offer, all outstanding notes that
are validly tendered and not withdrawn will be exchanged for an equal
principal amount of exchange notes that are registered under the
Securities Act of 1933.

o Tenders of outstanding notes may be withdrawn at any time before the
expiration of the exchange offer.

o The exchange of exchange notes for outstanding notes will not be a
taxable exchange for U.S. Federal income tax purposes.

o We will not receive any proceeds from the exchange offer.

For a discussion of factors that you should consider before participating in
this exchange offer, see "Risk Factors" beginning on page 915 of this prospectus.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved or passed on the adequacy or accuracy of
this prospectus or the investment merits of the notes offered hereby. Any
representation to the contrary is a criminal offense.

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

The date of this prospectus is ________,_______ __, 2003

You should rely only on the information contained or incorporated by
reference in this prospectus.prospectus or elsewhere in the registration statement of which
this prospectus is a part. We have not authorized anyone to provide you with
different information. This prospectus does not constitute an offer to sell or
the solicitation of an offer to buy any securities other than the registered
securities to which it relates, nor does this prospectus constitute an offer to
sell or the solicitation of an offer to buy securities in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.

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

TABLE OF CONTENTS

Page
----

DOCUMENTS INCORPORATED BY REFERENCE...............................................................................i

AVAILABLE INFORMATION.............................................................................................i

SUMMARY...........................................................................................................1

RISK FACTORS......................................................................................................9

CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS...........................................................14

USE OF PROCEEDS..................................................................................................15

CAPITALIZATION...................................................................................................16

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA...................................................17

THE GUARANTORS...................................................................................................19

THE EXCHANGE OFFER...............................................................................................21

DESCRIPTION OF EXCHANGE NOTES....................................................................................31

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS..................................................................42

PLAN OF DISTRIBUTION.............................................................................................43

LEGAL MATTERS....................................................................................................44

EXPERTS..........................................................................................................44

-----------------Page
----
Documents Incorporated by Reference ..................................... i
Available Information ................................................... ii
Summary ................................................................. 1
Risk Factors ............................................................ 15
Forward-Looking Statements .............................................. 24
Use of Proceeds ......................................................... 24
Capitalization .......................................................... 25
Selected Consolidated Financial Information and Operating Data .......... 25
The Guarantors. ......................................................... 28
Description of Other Indebtedness ....................................... 31
The Exchange Offer ...................................................... 32
Description of Exchange Notes ........................................... 47
United States Federal Income Tax Considerations ......................... 66
Plan of Distribution .................................................... 67
Legal Matters ........................................................... 69
Experts ................................................................. 69

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

DOCUMENTS INCORPORATED BY REFERENCE

The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" into this prospectus the information Toll Brothers,
Inc. files with the Commission. This means that we are permitted to disclose
important information to you by referring you to other documents Toll Brothers,
Inc. has filed with the Commission. We incorporate by reference in two ways.
First, we list certain documents that Toll Brothers, Inc. has filed with the
Commission. The information in these documents is considered part of this
prospectus. Second, Toll Brothers, Inc. expects to file additional documents
with the Commission in the future. The information in these documents, when
filed, will update and supersede the current information included in or
incorporated by reference in this prospectus. You should consider any statement
contained in this prospectus or in a document which is incorporated by reference
into this prospectus to be modified or superseded to the extent that the
statement is modified or superseded by another statement contained in a later
dated document that constitutes a part of this prospectus or is incorporated by
reference into this prospectus. You should consider any statement which is so
modified or superseded to be a part of this prospectus only as so modified or
superseded.

i
We incorporate by reference in this prospectus all the documents listed below
and any filings Toll Brothers, Inc. makes with the Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this prospectus until completion of the exchange offer:

o Annual Report on Form 10-K of Toll Brothers, Inc. filed with the
Commission for the fiscal year ended October 31, 2002;

o Quarterly ReportReports on Form 10-Q of Toll Brothers, Inc. filed with the
Commission for the quarterquarters ended January 31, 2003, April 30, 2003 and
July 31, 2003; and

o Current Reports on Form 8-K of Toll Brothers, Inc. filed with the
Commission on November 15, 2002, November 18, 2002, November 22, 2002,
and November 27, 2002.2002, March 26, 2003, March 28, 2003, August 15, 2003,
August 28, 2003, September 4, 2003, September 8, 2003 and September 29,
2003.

We will deliver, without charge, to anyone receiving this prospectus, upon
written or oral request, a copy of any document incorporated by reference in
this prospectus but not delivered with this prospectus, but the exhibits to
those documents will not be delivered unless they have been specifically
incorporated by reference. Requests for these documents should be made to:
Director of Investor Relations, Toll Brothers, Inc., 3103 Philmont Avenue,
Huntingdon Valley, PA 19006, (215) 938-8000. We will also make available to the
holders of the securities offered by this prospectus annual reports which will
include audited financial statements of Toll Brothers, Inc. and its consolidated
subsidiaries, including Toll Brothers Finance Corp. We do not expect that Toll
Brothers Finance Corp. will be required to make filings with the Commission
under Section 15(d) of the Securities Exchange Act of 1934.

To obtain timely delivery from the Company of documents incorporated by
reference in this prospectus, you must request the information no later than
five business days prior to the expiration of the exchange offer. The exchange
offer will expire on __________, 2003, unless extended.

You should rely only on the information incorporated by reference or provided
in this prospectus and any supplement.supplement or elsewhere in the registration statement
of which this prospectus is a part. We have not authorized anyone else to
provide you with different information. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the respective dates on the front of these documents.

AVAILABLE INFORMATION

This prospectus is part of a registration statement on Form S-4 that we have
filed with the Commission under the Securities Act. This prospectus does not
contain all of the information set forth in the registration statement. For
further information about us and the exchange notes, you should refer to the
registration statement. This prospectus summarizes material provisions of
contracts and other documents to which we refer you. Since this prospectus may
not contain all of the information that you may find important, you should
review the full text of these documents. We have filed these documents as
exhibits to our registration statement.

Toll Brothers, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934. In accordance with those requirements, Toll
Brothers, Inc. files annual, quarterly and special reports, proxy statements and
other information with the Commission. You can read and copy any document Toll
Brothers, Inc. files with the Commission at the Commission's public reference
room at the following location:

ii
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

You may obtain information on the operation of the Commission's public
reference room by calling the Commission at 1-800-SEC-0330. The Commission
filings of Toll Brothers, Inc. are also available to the public from the
Commission's Internet website at http://www.sec.gov. We also make available free
of charge on our website, at http://www.tollbrothers.com, all materials that we
file electronically with the SEC, including our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
these reports as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC. In addition, the common
stock of Toll Brothers, Inc. is listed on the New York Stock Exchange and
similar information concerning Toll Brothers, Inc. can be inspected and copied
at the New York Stock Exchange, 20 Broad Street, 7th Floor, New York, New York
10005. The common stock of Toll Brothers, Inc. is also listed on the Pacific
Exchange, but the Pacific Exchange does not have a public reference room for
review of Commission filings of its listed companies.

iiiii

SUMMARY

The following summary highlights selected information from this document and
may not contain all the information that may be important to you. This summary
is qualified in its entirety by the more detailed information included elsewhere
or incorporated by reference in this prospectus. Except as noted in sections of
this prospectus entitled "Summary -- The"Summary--The Exchange Offer," "Summary -- The"Summary--The Exchange
Notes," "The Exchange Offer," and "Description of Exchange Notes," or unless
otherwise expressly stated or the context requires, all references to "we,"
"us," "our," and all similar references used in this prospectus are to Toll
Brothers, Inc. and its consolidated subsidiaries, including Toll Brothers
Finance Corp. and the subsidiary guarantors. Throughout this prospectus, we use
the terms "old notes" and "outstanding notes" to refer to the currently
outstanding 6.875%5.95% Senior Notes due 20122013 of Toll Brothers Finance Corp. for which
the exchange notes are being offered for exchange. Unless otherwise stated or
the context otherwise requires, references to "senior notes" refers to the
outstanding old notes and the exchange notes, collectively.

Toll Brothers, Inc.

Overview

Toll Brothers, Inc., through its subsidiaries, designs, builds, markets
and arranges financing for single-family detached and attached homes in middle-incomemiddle-
income and high-income residential communities. We cater to the move-up,
empty-nester and age-qualified home buyer. We currently conduct operations in 2221
states and six regions around the United States. Our communities are generally
located on land we have developed or acquired fully approved and, in some cases,
improved. We market our homes primarily to middle-income and upper-income
buyers. We emphasize high quality construction and customer satisfaction. We
also operate our own land development, architectural, engineering, mortgage,
title, golf course development and management, security monitoring, landscape,
cable T.V., broadband Internet access, lumber distribution, house component
assembly and manufacturing operations.

At October 31, 2002, we were operating in 243 communities containing
over 21,800 home sites which we owned or controlled through options. Of the 243
communities, 170 were offering homes for sale, 34 had not yet opened for sale
and 39 were sold out but all home deliveries had not been completed. At October
31, 2002, we also owned or controlled through options approximately 19,000 home
sites in 157 proposed communities. We expect to have approximately 185 selling
communities by October 31, 2003. Of the approximately 40,800 lots owned or
controlled through options at October 31, 2002, we owned approximately 25,800 of
them.

At October 31, 2002, we were offering single-family detached homes at
prices, excluding customized options, generally ranging from $233,000 to
$1,493,000 with an average base sales price of $501,000. We were offering
single-family attached homes at prices, excluding customized options, generally
ranging from $166,000 to $622,000, with an average base sales price of $322,000.
On average, homebuyers added approximately 21% in options and lot premiums to
the base price of homes delivered in fiscal 2002.

For the fiscal year ended October 31, 2002, revenues from housing sales
were approximately $2.28 billion (4,430 homes) as compared to $2.18 billion
(4,358 homes) for fiscal 2001. New sales contracts were approximately $2.75
billion (5,113 homes) in fiscal 2002 as compared to $2.17 billion (4,366 homes)
in fiscal 2001.

In recognition of our achievements, we have received numerous awards
from national, state and local homebuilder publications and associations. We are
the only publicly traded national homebuilder to have won all three of the
industry's highest honors: America's Best Builder (1996), the National Housing
Quality Award (1995), and Builder of the Year (1988).

Recent Developments

For the threenine months ended JanuaryJuly 31, 2003, revenues from housing sales
were $558 million (1,036$1.84 billion (3,333 homes), 16% higher than the $483$1.59 billion (3,158
homes) in revenues from housing sales during the nine-month period ended July
31, 2002. New contracts signed for the nine months ended July 31, 2003 were
$2.47 billion (4,404 homes), an 18% increase over the $2.09 billion (3,908
homes) in new contracts signed during the same period of fiscal 2002.

For the three months ended July 31, 2003, revenues from housing sales
were $678.5 million (979(1,188 homes), 20% higher than the $565.4 million (1,093
homes) in revenues from housing sales during the three-month period ended JanuaryJuly
31, 2002. New contracts signed for the three months ended JanuaryJuly 31, 2003 were
$586$952.7 million (1,066(1,671 homes), a 21%35% increase over the $485$704.2 million (928(1,274
homes) in new contracts signed during the same period of fiscal 2002.

At JanuaryJuly 31, 2003, we were selling from 172180 communities as compared to
165167 communities at JanuaryJuly 31, 2002 and 170 communities at October 31, 2002. We
expect to have approximately 178 communities open for sale by April 30, 2003
and 185200 communities open for sale by October 31, 2003.

Our backlog of homes under contract at JanuaryJuly 31, 2003 was $1.89$2.49 billion
(3,387(4,411 homes) as compared to $1.41, 31% higher than the $1.90 billion (2,662(3,441 homes) backlog at JanuaryJuly
31, 2002. We expect to deliver substantially all homes in backlog at JanuaryJuly 31,

2003 by JanuaryJuly 31, 2004. Based uponon the size of our current backlog and the number
of homes delivered during the threenine months ended JanuaryJuly 31, 2003, the continued
demand for our product and the increased number of communities from which we are
currently operating, we believe that
we will deliver approximately 5,0004,900 homes in fiscal 2003 and expect the average
delivered price of those homes will be between $525,000$545,000 and $535,000.$555,000.

In September 2003, we acquired substantially all of the assets of Richard
R. Dostie New Home Collection, a privately owned, Jacksonville, Florida
homebuilder, for cash and the assumption of certain liabilities. The acquisition
marks our entry into the Jacksonville, Florida market. We acquired 10 active
communities with approximately $48 million (153 homes) of homes sold but not
delivered. Prior to the closing, we expected the Richard R. Dostie New Home
Collection to deliver approximately $70 million (230 homes) of new homes in
calendar 2003. Due to purchase accounting treatment, we expect that the
acquisition will be only modestly accretive to earnings in fiscal 2004. The
acquisition price is not material to our financial position.

Executive Offices

Our executive offices are located at 3103 Philmont Avenue, Huntingdon
Valley, Pennsylvania 19006. Our telephone number is (215) 938-8000.

Toll Brothers Finance Corp.

Toll Brothers Finance Corp. is an indirect, wholly-owned subsidiary of
Toll Brothers, Inc. Toll Brothers Finance Corp. generates no operating revenues
and will not have any independent operations other than the financing of other
subsidiaries of Toll Brothers, Inc. by lending the proceeds of the offering of
the old notes.

Summary -- Thenotes, similar activities related to a previous offering of debt
securities and the proceeds of any borrowings Toll Brothers Finance Corp. may
make in the future.

Summary--The Exchange Offer

The following highlights selected information from this document and may not
contain all the information that may be important to you. This summary is
a brief summary of certain terms of this exchange
offer. For aqualified in its entirety by the more complete description of the terms of the exchange offer, see
"The Exchange Offer"detailed information included elsewhere or
incorporated by reference in this prospectus. As used in this "Summary -- The"Summary--The
Exchange Offer" section, all references to "we," "us," "our," and all similar
references are to Toll Brothers Finance Corp.

The Exchange Offer..................The exchange offer relates to the exchange of up to $300 million aggregate
principal amount of our 6.875% Senior Notes due 2012 that have been registered
under the Securities Act of 1933 for an equal aggregate principal amount of
our outstanding unregistered 6.875% Senior Notes due 2012. On November 22,
2002, we issued and sold $300 million in aggregate principal amount of these
old notes in a private placement. The form and terms of the exchange notes
are substantially the same as the form and terms of the old notes, except that
the exchange notes have been registered under the Securities Act and will not
bear legends restricting their transfer. We issued the old notes under an
indenture which grants you a number of rights. The exchange notes also will
be issued under that indenture and you will have the same rights under the
indenture as the holders of the old notes. See "Description of Exchange
Notes." We are offering to exchange $1,000 principal amount of our exchange
notes for each $1,000 principal amount of old notes.

Accrued Interest on the
Exchange Notes......................Interest on the exchange notes will accrue from the last interest payment date
on which interest was paid on the old notes or, if no interest was paid on the
old notes, from the date of issuance of the old notes, which was November 22,
2002. Holders whose old notes are accepted for exchange will be deemed to have
waived the right to receive any interest accrued on the old notes.

No Minimum Condition................We are not conditioning the exchange offer on the tender of any minimum
principal amount of old notes.

Expiration Date.....................The exchange offer will expire at 5:00 p.m., New York City time, on
___________________, 2003 unless we decide to extend the exchange offer.

Withdrawal Rights...................You may withdraw your tender at any time before the exchange offer expires.

Conditions to the Exchange
Offer...............................The exchange offer is subject to customary conditions, which we may waive. We
currently anticipate that each of the conditions will be satisfied and that we
will not need to waive any conditions. We reserve the right to terminate or
amend the exchange offer at any time before the expiration date if any of the
conditions occurs. For additional information, see the section "The Exchange
Offer" in this prospectus under the subheading "Certain Conditions to the
Exchange Offer."

Procedures for Tendering
Old Notes...........................IfThe Exchange Offer...................... The exchange offer relates to the
exchange of up to $250 million
aggregate principal amount of our
5.95% Senior Notes due 2013 that
have been registered under the
Securities Act of 1933 for an equal
aggregate principal amount of our
outstanding unregistered 5.95%
Senior Notes due 2013. On September
3, 2003, we issued and sold $250
million in aggregate principal
amount of these old notes in a
private placement. The form and
terms of the exchange notes are
substantially the same as the form
and terms of the old notes, except
that the exchange notes have been
registered under the Securities Act
and will not bear legends
restricting their transfer. We
issued the old notes under an
indenture which grants you a number
of rights. The exchange notes also
will be issued under that indenture
and you will have the same rights
under the indenture as the holders
of the old notes. See "Description
of Exchange Notes." We are offering
to exchange $1,000 principal amount
of our exchange notes for each
$1,000 principal amount of old
notes.

Accrued Interest on the
Exchange Notes.......................... Interest on the exchange notes will
accrue from the last interest
payment date on which interest was
paid on the old notes or, if no
interest was paid on the old notes,
from the date of issuance of the old
notes, which was September 3, 2003.
Holders whose old notes are accepted
for exchange will be deemed to have
waived the right to receive any
interest accrued on the old notes.

No Minimum Condition.................... We are not conditioning the exchange
offer on the tender of any minimum
principal amount of old notes.

Expiration Date......................... The exchange offer will expire at
5:00 p.m., New York City time, on
___________________________ , 2003
unless we decide to extend the
exchange offer.

Withdrawal Rights....................... You may withdraw your tender at any
time before the exchange offer
expires.

Conditions to the Exchange Offer........ The exchange offer is subject to
customary conditions, which we may
waive. We currently anticipate that
each of the conditions will be
satisfied and that we will not need to
waive any conditions. We reserve the
right to terminate or amend the
exchange offer at any time before the
expiration date if any of the
conditions occurs. For additional
information, see the section "The
Exchange Offer" in this prospectus
under the subheading "Certain
Conditions to the Exchange Offer."

Procedures for Tendering Old Notes...... If you are a holder of old notes who
wishes to accept the exchange offer,
you must:

o complete, sign and date the
accompanying letter of transmittal,
or a facsimile of the letter of
transmittal, and mail or otherwise
deliver the letter of transmittal,
together with your old notes, to the
exchange agent at the address
provided in the section "The
Exchange Offer" in this prospectus
under the subheading "Exchange
Agent"; or

o arrange for The Depository Trust
Company to transmit certain required
information, including an agent's
message forming part of a book-entry
transfer in which you agree to be
bound by the terms of the letter of
transmittal, to the exchange agent
in connection with a book-entry
transfer.

Resale Without Further
Registration........................WeResale Without Further Registration..... We believe that you may resell or otherwise transfer the exchange notes that
you receive in the exchange offer without complying with the registration and
prospectus delivery provisions of the Securities Act so long as you are not a
broker-dealer and you meet the following conditions:

o you are not an "affiliate" of ours within the meaning of Rule 405 of the
Securities Act;

o you are acquiring the exchange notes issued in the exchange offer in the
ordinary course of your business; and

o you have no arrangement or understanding with any person to participate in
the distribution of the exchange notes.

By signing the letter of transmittal and tendering your old notes, you will be
making representations to this effect. You may incur liability under the
Securities Act if:

o any of the representations listed above are not true; and

o you transfer any exchange note issued to you in the exchange offer without
delivering a prospectus meeting the requirements of the Securities Act or
otherwise transfer the exchange notes
that you receive in the exchange offer
without complying with the
registration and prospectus delivery
provisions of the Securities Act so
long as you are not a broker-dealer
and you meet the following conditions:

o you are not an "affiliate" of ours
within the meaning of Rule 405 of
the Securities Act;

o you are acquiring the exchange
notes issued in the exchange offer
in the ordinary course of your
business; and

o you have no arrangement or
understanding with any person to
participate in the distribution of
the exchange notes.

By signing the letter of transmittal
and tendering your old notes, you will
be making representations to this
effect. You may incur liability under
the Securities Act if:

o any of the representations listed
above are not true; and

o you transfer any exchange note
issued to you in the exchange offer
without complying with the
registration and prospectus delivery
requirements of the Securities Act,
unless the transfer otherwise meets
an exemption from the registration
requirements under the Securities
Act.

We do not assume, or indemnify you
against, liability under these
circumstances which means that we will
not protect you from any loss you
incur as a result of this liability.

Restrictions on Resale by Broker-Dealers Each broker-dealer that has received
exchange notes for its own account in
exchange for old notes that were
acquired as a result of market- making
or other trading activities must
acknowledge that it will deliver a
prospectus meeting the requirements of
the Securities Act in connection with
any resale of the exchange notes. A
broker-dealer may use this prospectus
in connection with any resale for a
period of 270 days after the end of
the exchange offer.

Special Procedures for Beneficial Owners If you beneficially own old notes
registered in the name of a broker,
dealer, commercial bank, trust
company or other nominee and you
wish to tender your old notes in the
exchange offer, you should contact
the registered holder promptly and
instruct it to tender on your
behalf. If you wish to tender on
your own behalf, you must, prior to
completing and executing the letter
of transmittal and delivering your
old notes, either arrange to have
your old notes registered in your
name or obtain a properly completed
bond power from the registered holder.
The transfer of registered ownership
may take considerable time.

Guaranteed Delivery Procedures.......... If you wish to tender your old notes
and time will not permit your required
documents to reach the exchange agent
by the expiration date, or the
procedures for book- entry transfer
cannot be completed on time, you may
tender your old notes according to the
guaranteed delivery procedures
described in the section "The Exchange
Offer" in this prospectus under the
subheading "Procedures for Tendering
Old Notes."

Acceptance of Old Notes and
Delivery of Exchange Notes............ We do not assume, or indemnify you against, liability under these circumstances
which means that we will not protect you from any loss you incur as a result of
this liability.

Restrictions on Resale by
Broker-Dealers......................Each broker-dealer that has received exchange notes for its own account in
exchange for old notes that were acquired as a result of market-making or other
trading activities must acknowledge that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of the
exchange notes. A broker-dealer may use this prospectus in connection with any
resale for a period of 270 days after the end of the exchange offer.

Special Procedures for
Beneficial Owners...................If you beneficially own old notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and you wish to tender your old
notes in the exchange offer, you should contact the registered holder promptly
and instruct it to tender on your behalf. If you wish to tender on your own
behalf, you must, prior to completing and executing the letter of transmittal
and delivering your old notes, either arrange to have your old notes registered
in your name or obtain a properly completed bond power from the registered
holder. The transfer of registered ownership may take considerable time.

Guaranteed Delivery
Procedures..........................If you wish to tender your old notes and time will not permit your required
documents to reach the exchange agent by the expiration date, or the procedures
for book-entry transfer cannot be completed on time, you may tender your old
notes according to the guaranteed delivery procedures described in the section
"The Exchange Offer" in this prospectus under the subheading "Procedures for
Tendering Old Notes."

Acceptance of Old Notes and
Delivery of Exchange Notes .........We will accept for exchange all old
notes which are properly tendered in
the exchange offer prior to 5:00
p.m., New York City time, on the
expiration date. The exchange notes
issued in the exchange offer will be
delivered promptly following the
expiration date. For additional
information, see the section "The
Exchange Offer" in this prospectus
under the subheading "Acceptance of
Old Notes for Exchange; Delivery of
Exchange Notes."

Use of Proceeds.....................We will not receive any proceeds from the issuance of exchange notes in the
exchange offer. We will pay for our expenses incident to the exchange offer.

Federal Income Tax .................The exchange of exchange notes for old notes in the exchange offer will not be
a taxable event for federal income tax purposes. For additional information,
see the section "United Stated Federal Income Tax Considerations" in this
prospectus.

Effect on Holders of Old
Notes...............................As a result of this exchange offer, we will have fulfilled a covenant
contained in the registration rights agreement dated as of November 22, 2002
by and among Toll Brothers Finance Corp., Toll Brothers, Inc. and each of the
initial purchasers named in the agreement and, accordingly, there will be no
increase in the interest rate on the old notes. If you do not tender your old
notes in the exchange offer:

o you will continue to hold the old notes and will be entitled to all the
rights and limitations applicable to the old notes under the indenture
governing the notes, except for any rights under the registration rights
agreement that terminate as a result of the completion of the exchange
offer; and

o you will not have any further registration or exchange rights and your old
notes will continue to be subject to restrictions on transfer.
Accordingly, the trading market for untendered old notes could be
adversely affected.

Exchange Agent......................Bank One Trust Company, National AssociationUse of Proceeds......................... We will not receive any proceeds
from the issuance of exchange notes
in the exchange offer. We will pay
for our expenses incident to the
exchange offer.

Federal Income Tax...................... The exchange of exchange notes for
old notes in the exchange offer will
not be a taxable event for federal
income tax purposes. For additional
information, see the section "United
States Federal Income Tax
Considerations" in this prospectus.

Effect on Holders of Old Notes.......... As a result of this exchange offer, we
will have fulfilled a covenant
contained in the registration rights
agreement dated as of September 3,
2003 by and among Toll Brothers
Finance Corp., Toll Brothers, Inc. and
the initial purchaser named in the
agreement and, accordingly, there will
be no increase in the interest rate on
the old notes. If you do not tender
your old notes in the exchange offer:

o you will continue to hold the old
notes and will be entitled to all
the rights and limitations
applicable to the old notes under
the indenture governing the notes,
except for any rights under the
registration rights agreement that
terminate as a result of the
completion of the exchange offer;
and

o you will not have any further
registration or exchange rights and
your old notes will continue to be
subject to restrictions on transfer.
Accordingly, the trading market for
untendered old notes could be
adversely affected.

Exchange Agent.......................... Bank One Trust Company, NA is serving
as exchange agent in connection with
the exchange offer.

Summary -- TheSummary--The Exchange Notes

The following highlights selected information from this document and may not
contain all the information that may be important to you. This summary is
a brief summary of certain terms ofqualified in its entirety by the exchange notes. For a
more complete description of the terms of the exchange notes, see "Description
of Exchange Notes"detailed information included elsewhere or
incorporated by reference in this prospectus. As used in this "Summary -- The"Summary--The
Exchange Notes" section, all references to "we," "us," "our," and all similar
references are to Toll Brothers Finance Corp.

Terms of the Exchange Notes:

Issuer..............................Toll Brothers Finance Corp.

Exchange Notes Offered..............Up to $300 million principal amount of 6.875% Senior Notes due 2012. The form
and terms of the exchange notes will be the same as the form and terms of the
old notes, except that:

o the exchange notes will have been registered under the Securities Act,
will not contain transfer restrictions, and will not bear legends
restricting their transfer;

o the exchange notes will not contain terms providing for the payment of
additional interest under circumstances relating to our obligation to file
and cause to be effective a registration statement;

o the exchange notes will be represented by one or more global notes in book
entry form; and

o the exchange notes will be issuable in denominations of $1,000 and
multiples thereof.

Interest............................Interest will accrue on the exchange notes at a rate of 6.875% per annum and
will be payable semi-annually in arrears on May 15 and November 15 of each
year, commencing on May 15, 2003. Interest will accrue from November 22, 2002,
the date of issuance of the old notes, or, if interest has already been paid,
from the date it was most recently paid.

Maturity Date.......................November 15, 2012.

Ranking.............................The exchange notes will rank equally with all of our unsecured and
unsubordinated indebtedness.

Guarantees..........................Payment of principal and interest on the exchange notes will be fully and
unconditionally guaranteed, jointly and severally, by Toll Brothers, Inc. and
all of its subsidiaries that guarantee its current bank credit facilities.
Each guarantee will rank equally with all other unsecured and unsubordinated
indebtedness of the entity giving the guarantee. Certain other subsidiaries
of Toll Brothers, Inc. which had guaranteed the old notes at the time of their
issuance have since been merged into other guarantor entities, have been
dissolved or are not guarantors under the bank credit facilities and will not
be guarantors of the exchange notes. Certain subsidiaries that had not
guaranteed the old notes will guarantee the exchange notes.

Optional Redemption.................We may redeem any or all of the exchange notes at any time at a redemption
price equal to the greater of (a) 100% of the principal amount of the exchange
notes being redeemed and (b) the sum of the present values of the remaining
scheduled payments of principal and interest on the exchange notes being
redeemed, discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury rate plus 45
basis points, plus, in each case, accrued and unpaid interest on the exchange
notes to the redemption date.

Sinking Fund........................None.

Denominations.......................$1,000 and integral multiples thereof.

Use of Proceeds.....................WeIssuer.................................. Toll Brothers Finance Corp.

Exchange Notes Offered.................. Up to $250 million principal amount
of 5.95% Senior Notes due 2013. The
form and terms of the exchange notes
will be the same as the form and terms
of the old notes, except that:

o the exchange notes will have been
registered under the Securities Act,
will not contain transfer
restrictions, and will not bear
legends restricting their transfer;

o the exchange notes will not contain
terms providing for the payment of
additional interest under
circumstances relating to our
obligation to file and cause to be
effective a registration statement;

o the exchange notes will be
represented by one or more global
notes in book entry form; and

o the exchange notes will be issuable
in denominations of $1,000 and
multiples thereof.

Interest................................ Interest will accrue on the exchange
notes at a rate of 5.95% per annum and
will be payable semi-annually in
arrears on March 15 and September 15
of each year, commencing on March 15,
2004. Interest will accrue from
September 3, 2003, the date of
issuance of the old notes, or, if
interest has already been paid, from
the date it was most recently paid.

Maturity Date........................... September 15, 2013.

Ranking................................. The exchange notes will be:

o structurally subordinated to the
prior claims of creditors, including
trade creditors, of the subsidiaries
of Toll Brothers, Inc. that are not
guarantors of the exchange notes,
the aggregate amount of which claims
was approximately $123.7 million at
July 31, 2003; and

o effectively subordinated to the
secured indebtedness of the
guarantors of the exchange notes,
which indebtedness is comprised
principally of indebtedness secured
by purchase money mortgages on some
of their respective real property,
the aggregate principal amount of
which indebtedness was approximately
$55.4 million at July 31, 2003.

The exchange notes will rank equally
with all of our unsecured and
unsubordinated indebtedness
including,without limitation, our
6.875% Senior Notes due 2012 and any
indebtedness arising from our
guarantee of the $575 million
unsecured revolving credit facility
and $222.5 million term loan of First
Huntingdon Finance Corp., and will
rank senior to Toll Corp.'s senior
subordinated indebtedness. For
additional information on the material
indebtedness of Toll Brothers, Inc.
and its subsidiaries other than the
old notes, see "Description of Other
Indebtedness" in this prospectus.

For information regarding the ranking
of the guarantees being issued by Toll
Brothers, Inc. and its guarantor
subsidiaries, see "Guarantees" in this
"Summary--The Exchange Notes."

Guarantees.............................. Payment of principal and interest on
the exchange notes will be fully and
unconditionally guaranteed, jointly
and severally, by Toll Brothers, Inc.
and all of its subsidiaries that
guarantee its current bank credit
facilities. Each guarantee will rank
equally with all other unsecured and
unsubordinated indebtedness of the
entity giving the guarantee including,
without limitation, any indebtedness
arising from the entity's guarantee of
our 6.875% Senior Notes due 2012 and
the unsecured revolving credit
facility and term loan of First
Huntingdon Finance Corp. At July 31,
2003, these guarantors had
approximately $55.4 million aggregate
principal amount of secured
indebtedness comprised principally of
indebtedness secured by purchase money
mortgages on some of their respective
real property for borrowed money
outstanding, which indebtedness will
rank senior to their guarantees of the
exchange notes. In addition, Toll
Brothers, Inc.'s guarantee will be
structurally subordinated to the prior
claims of creditors, including trade
creditors, of its subsidiaries that
are not guarantors of the exchange
notes, the aggregate amount of which
claims was approximately $123.7
million at July 31, 2003 and will rank
senior to its guarantee of the senior
subordinated notes of Toll Corp.
Certain subsidiaries of Toll Brothers,
Inc. which had guaranteed the old
notes at the time of their issuance
have since been merged into other
guarantor entities, have been
dissolved or are not guarantors under
our bank credit facilities and will
not be guarantors of the exchange
notes. Certain other subsidiaries that
had not guaranteed the old notes will
guarantee the exchange notes.

Optional Redemption..................... We may redeem any or all of the
exchange notes at any time at a
redemption price equal to the
greater of (a) 100% of the principal
amount of the exchange notes being
redeemed and (b) the sum of the
present values of the remaining
scheduled payments of principal and
interest on the exchange notes being
redeemed, discounted to the
redemption date on a semi-annual
basis (assuming a 360-day year
consisting of twelve 30-day months)
at the Treasury rate with respect to
the applicable redemption date plus 20
basis points, plus, in each case,
accrued and unpaid interest on the
exchange notes to the redemption date.

Sinking Fund............................ None.

Denominations........................... $1,000 and integral multiples thereof.

Use of Proceeds......................... We will not receive any cash
proceeds from the exchange offer.

6Absence of Market for the Exchange Notes The exchange notes are a new issue
of securities with no established
trading market. While we expect to
list the exchange notes on the New
York Stock Exchange, we cannot
assure you that an active trading
market for the exchange notes will
develop, or that if one does
develop, it will be maintained.

General Indenture Provisions Applicable to the Exchange Notes:

No Limit on Debt........................ Except as noted below under "Certain
Covenants," the indenture governing
the exchange notes does not limit
the amount of debt that we may issue
or provide holders any protection
should we be involved in a highly
leveraged transaction. Each of Toll
Brothers, Inc. and the other
guarantors of the exchange notes is a
guarantor of the $575 million
unsecured revolving credit facility of
First Huntingdon Finance Corp., a
wholly-owned, indirect subsidiary of
Toll Brothers, Inc., with 17 banks,
which facility extends to March 2006.
At July 31, 2003, there were no
borrowings outstanding under this
facility and approximately $108.1
million of letters of credit were
outstanding under the facility.

Certain Covenants....................... The indenture governing the exchange
notes contains covenants that, among
other things, will limit our ability
and the ability of Toll Brothers,
Inc. and some of its subsidiaries
to:

o issue, assume or guarantee certain
additional secured indebtedness;
and

Absence of Market for the
Exchange Notes......................The exchange notes are a new issue of security with no established trading
market. While we expect to list the exchange notes on the New York Stock
Exchange, we cannot assure you that an active trading market for the exchange
notes will develop, or that if one does develop, it will be maintained.

General Indenture Provisions Applicable to the Exchange Notes:

No Limit on Debt....................The indenture governing the exchange notes will not limit the amount of debt
that we may issue or provide holders any protection should we be involved in a
highly leveraged transaction.

Certain Covenants...................The indenture governing the exchange notes contains covenants that, among
other things, will limit our ability and the ability of Toll Brothers, Inc.
and some of its subsidiaries to:

o issue, assume or guarantee certain additional secured indebtedness; and

o engage in sale and lease-back transactions.

These covenants are subject to important exceptions and qualifications, which
are described under the heading "Description of Exchange Notes" in this
prospectus.

Events of Default...................Each of the following is an event of default under the indenture governing the
exchange notes:

o our failure for 30 days to pay interest when due on the exchange notes;

o our failure to pay principal of or premium, if any, on the exchange
notes when due;

o our failure or the failure of Toll Brothers, Inc. or any guarantor which
is a significant subsidiary to perform other covenants with respect to the
exchange notes, the indenture or the guarantees for 60 days after receipt
of notice of failure;

o the occurrence of a default in respect to our debt or the debt (except
certain non-recourse debt) of Toll Brothers, Inc. or any other guarantor
totaling $10 million or more in aggregate principal amount, resulting in
the acceleration of such debt or due to the failure to pay such debt at
maturity;

o an acceleration or significant modification occurs with respect to any
series of the senior subordinated notes of Toll Corp., if on the date of
occurrence the outstanding principal amount of such senior subordinated
notes exceeds $5 million;

o any guarantee in respect of the exchange notes by Toll Brothers, Inc. or
guarantors that are significant subsidiaries ceases to be in full force and
effect and enforceable in accordance with its terms; and

o certain events of bankruptcy, insolvency or reorganization affecting us,
Toll Brothers, Inc. or other guarantors that are significant subsidiaries.

If any event of default occurs and is continuing, the trustee under the
indenture or holders of at least 25% in aggregate principal amount of
outstanding exchange notes issued under the indenture may declare the principal
thereof immediately due and payable.

Other...............................Theo engage in sale and lease-back
transactions.

These covenants are subject to
important exceptions and
qualifications, which are described
under the heading "Description of
Exchange Notes" in this prospectus.

Events of Default....................... Each of the following is an event of
default under the indenture
governing the senior notes:

o our failure for 30 days to pay
interest when due on the senior
notes of any series issued
under the indenture;

o our failure to pay principal of or
premium, if any, on the senior
notes of any series issued
under the indenture when due;

o our failure or the failure of Toll
Brothers, Inc. or any guarantor
which is a significant subsidiary
to perform other covenants with
respect to the senior
notes of any series issued
under the indenture, the
indenture or the guarantees for 60
days after receipt of notice of
failure;

o the occurrence of a default in
respect to our debt or the debt
(except certain non-recourse debt)
of Toll Brothers, Inc. or any
guarantor totaling $10 million or
more in aggregate principal amount,
resulting in the acceleration of
such debt or due to the failure to
pay such debt at maturity;

o an acceleration or significant
modification occurs with respect to
any series of the senior
subordinated notes of Toll Corp., if
on the date of occurrence the
outstanding principal amount of such
senior subordinated notes exceeds $5
million;

o any guarantee in respect of the
senior notes of any series issued
under the indenture by Toll
Brothers, Inc. or guarantors that
are significant subsidiaries ceases
to be in full force and effect and
enforceable in accordance with its
terms; and

o certain events of bankruptcy,
insolvency or reorganization
affecting us, Toll Brothers, Inc.
or other guarantors that are
significant subsidiaries.

If any event of default occurs and is
continuing, the trustee under the
indenture or holders of at least 25%
in aggregate principal amount of
outstanding senior notes of the
applicable series issued under the
indenture may declare the principal
thereof immediately due and payable.

Other................................... The exchange notes and any old notes
not exchanged for the exchange notes
will constitute a single series of
senior notes under the indenture and
will therefore vote together as a
single class for purposes of
determining whether the holders of the
requisite percentage in outstanding
principal amount have taken certain
actions or exercised certain rights
under the indenture.

Summary Financial InformationSUMMARY FINANCIAL INFORMATION
(Dollars in Thousands)

The following summary consolidated financial information for each of
the annual periods in the five years ended October 31, 2002 is derived from our
audited consolidated financial statements. The following summary consolidated
financial information for the threenine months ended JanuaryJuly 31, 2002 and 2003 is
derived from our unaudited quarterly consolidated financial statements and, in
the opinion of management, includes all adjustments (consisting of normal
recurring items) necessary for the fair presentation of the results for such
periods. The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and related notes thereto
contained in our annual report on Form 10-K for the fiscal year ended October
31, 2002 and our quarterly report on Form 10-Q for the quarter ended JanuaryJuly 31,
2003 which are incorporated into this prospectus by reference. The results of
operations for the threenine months ended JanuaryJuly 31, 2003 may not be indicative of
results of operations to be expected for the fiscal year.

Three MonthsNine-months ended January 31,
Year ended October 31, (unaudited)
-----------------------------------------------------------July 31,
------------------------------------------------------------------- ------------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ----------------- ------------ ------------ ------------ ------------ -------------- --------------

Income Statement Data:
Revenues...................Revenues $1,210,816 $1,464,115 $1,814,362 $2,229,605 $2,328,972 $492,179 $570,260$1,623,382 $1,871,877
Income before income
taxes(1)................ $132,666 $161,678 $232,766 $339,712taxes (1) $132,523 $160,432 $230,966 $337,889 $347,318 $69,984 $71,920$237,413 $263,391
Net income.................income $84,704 $101,566 $145,943 $213,673 $219,887 $44,494 $45,414$150,504 $166,438
Other Financial Data:
Depreciation and
amortization............amortization $6,095 $7,514 $8,528 $9,356 $10,495 $2,903 $3,045$8,104 $8,841
Interest incurred..........incurred $39,801 $52,914 $60,275 $79,245 $90,331 $22,878 $28,701$67,550 $76,831
Ratio of earnings
to fixed charges(2)..............charges (2) 4.17x 3.75x 4.56x 4.94x 4.49x 3.66x 3.06x

At January 31,4.13x 3.99x

At October 31, (unaudited)
----------------------------------------------------------- --------------At July 31,
------------------------------------------------------------------- ------------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ----------------- ------------ ------------ ------------ ------------ -------------- --------------
Balance Sheet Data:
Inventory.................Inventory $1,111,223 $1,443,282 $1,712,383 $2,183,541 $2,551,061 $2,276,803 $2,716,195$2,525,660 $2,965,669
Total assets..............assets $1,254,468 $1,668,062 $2,030,254 $2,532,200 $2,895,365 $2,720,000 $3,160,833$2,769,933 $3,402,333
Debt
Loans payable............payable $182,292 $213,317 $326,537 $362,712 $253,194 $358,388 $244,486$254,601 $282,694
Senior notes.............notes - - - - - - 298,087298,182
Subordinated notes.......notes 269,296 469,418 469,499 669,581 819,663 819,602 719,970819,643 719,973
Mortgage company
warehouse loans........loan - - - 24,754 48,996 24,483 49,93626,434 94,647
---------- ---------- ---------- ---------- ---------- ---------- ---------------------
Total debt................debt $451,588 $682,735 $796,036 $1,057,047 $1,121,853 $1,202,473 $1,312.479$1,100,678 $1,395,496
---------- ---------- ---------- ---------- ---------- ---------- ---------------------
Stockholders' equity......equity $525,756 $616,334 $745,145 $912,583 $1,129,509 $974,641 $1,179,842$1,059,190 $1,288,307

(1) Statement of Financial Accounting Standards No. 145 ("SFAS No. 145"),
"Amendment"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections," requires all gains and losses
from the extinguishment of debt to be included as an item of continuing
operations. The provisions of SFAS No. 145 relating to the rescission of
SFAS. No. 4, "Reporting Gains and Losses from Extinguishment of Debt,"
became effective for our fiscal year 2003. SFAS No. 145 requires us to also
reclassify any prior periods that are presented. In accordance with SFAS
No. 145, our fiscal 1998 and 1999 income before taxes have been restated to
reflect losses on the early retirement of debt of $1,770,000$1.8 million and $2,318,000,$2.3
million, respectively.

(2) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes plus interest expense and fixed
charges except interest incurred. Fixed charges consist of interest
incurred, whether expensed or capitalized, one-third of rent expense that
is representative of the interest factor and amortization of debt discount
and issuance costs. The pro forma ratio of earnings to fixed charges would
be 4.06x3.63x for the year ended October 31, 2002 and 3.08x3.78x for the threenine months
ended JanuaryJuly 31, 2003 assuming that the $250 million principal amount of old
notes, the $300 million principal amount of the 6.875% Senior Notes due
2012 and the $150 million principal amount of the 8.25% Senior Subordinated
Notes due 2011 issued in November 2001 were outstanding as of November 1,
2001, and assuming that the $100 million principal amount of 8 3/4% Senior
Subordinated Notes due 2006, which were redeemed in December 2002, and the
$100 million principal amount of 7 3/4% Senior Subordinated Notes due 2007,
which were redeemed in October 2003, were redeemed as of October 31, 2001.

RISK FACTORS

You should consider carefully the following risk factors, as well as
all of the other information contained or incorporated by reference in this
prospectus, before making an investment in the exchange notes offered by this
prospectus.

Our substantial indebtedness could adversely affect our financial condition and
prevent us from fulfilling our obligations under the senior notes.

We have a significant amount of indebtedness. The following tables show
important credit statistics. The ratios of earnings to fixed charges are
presented on a pro forma basis assuming that the $250 million principal amount
of old notes, the $300 million principal amount of 6.875% Senior Notes due 2012
issued in November 2002 and the $150 million principal amount of 8.25% Senior
Subordinated Notes due 2011 issued in November 2001 were outstanding as of
November 1, 2001, and assuming that the $100 million principal amount of 8 3/4%
Senior Subordinated Notes due 2006, which were redeemed in December 2002, and
the 7 3/4% Senior Subordinated Notes due 2007 which were redeemed in October
2003, were paid as of October 31, 2001.

82001:

At
July 31, 2003
($ in thousands)
----------------
Total indebtedness(1)........................................ $1,397,341
Stockholders' equity(1)...................................... $1,288,307
Debt to equity ratio......................................... 1.08x

- --------------------
(1) Does not include the $86.4 million of proceeds from the sale of 3,000,000
shares of our common stock on August 18, 2003, the $250 million of senior
notes issued on September 3, 2003 and the redemption of the $100 million of
7 3/4% Senior Subordinated Notes due 2007 on October 6, 2003.

For the Year Ended For the Nine Months Ended
October 31, 2002 July 31, 2003
------------------ -------------------------
(unaudited)
Pro forma ratio of earnings
to fixed charges............. 3.63x 3.78x

Our substantial indebtedness could have important consequences to you.
For example, it could:

o make it more difficult for us to satisfy our obligations with
respect to the senior notes;

o increase our vulnerability to general adverse economic and industry
conditions;

o limit our ability to borrow money or sell stock to fund future
working capital, capital expenditures, debt service requirements and
other general corporate requirements;

o require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing our
ability to use our cash flow for other purposes;

RISK FACTORS

You should consider carefullyo limit our flexibility in planning for, or reacting to, changes in
our business and the following risk factors,industry in which we operate;

o make it more difficult for us to meet our debt service obligations
in the event that there is a substantial increase in interest rates
because our indebtedness under our bank credit facilities bears
interest at fluctuating rates;

o place us at a competitive disadvantage compared to our competitors
that have less debt; and

o limit, along with the financial and other restrictive covenants in
our indebtedness, among other things, our ability to borrow
additional funds. Failing to comply with those covenants could
result in an event of default which, if not cured or waived, could
have a material adverse effect on us.

The indentures governing the senior notes, the 6.875% Senior Notes due
2012 of Toll Brothers Finance Corp. and the senior subordinated notes of Toll
Corp., as well as the terms and conditions of our bank credit facilities, impose
restrictions on our operations and activities and require us to comply with
financial covenants. If we fail to comply with any of these restrictions or
covenants, the trustees or the banks, as appropriate, could cause our debt to
become due and payable before maturity. In addition, each of the indentures
governing the senior notes, the 6.875% Senior Notes due 2012 of Toll Brothers
Finance Corp. and the senior subordinated notes of Toll Corp., as well as the
terms and conditions of our bank credit facilities, contain cross default
provisions which, in general, have the effect that a default under any one of
these instruments will constitute a default under all of them. In the event of
such a default, it is unlikely that we would be able to repay all of this
outstanding indebtedness simultaneously. At July 31, 2003, the aggregate amount
of borrowings outstanding under the 6.875% Senior Notes due 2012 of Toll
Brothers Finance Corp., the senior subordinated notes of Toll Corp. and the bank
credit facilities was approximately $1.24 billion. This amount does not reflect
the issuance, on September 3, 2003, of $250 million aggregate principal amount
of old notes or the redemption, on October 6, 2003, of $100 million aggregate
principal amount of 7 3/4% Senior Subordinated Notes due 2007 of Toll Corp.

Despite our current indebtedness levels, we may be able to incur more debt. If
we incur more debt, it could intensify the risks described above.

Toll Brothers, Inc., Toll Brothers Finance Corp. and other subsidiaries
of Toll Brothers, Inc. may be able to incur substantial additional indebtedness,
including secured indebtedness that ranks senior to the senior notes and the
guarantees. The terms of the indenture do not fully prohibit Toll Brothers,
Inc., Toll Brothers Finance Corp., or any other subsidiary of Toll Brothers,
Inc. from incurring such indebtedness. At July 31, 2003, we had a $575 million
unsecured revolving credit facility with 17 banks which extends to March 2006.
At July 31, 2003, we had no borrowings against the facility and approximately
$108.1 million of letters of credit outstanding under the facility. In addition
to our revolving bank credit facility, at July 31, 2003 we had a term loan of
$222.5 million due July 2005. At July 31, 2003, we had outstanding, through Toll
Brothers Finance Corp., $300 million in senior notes guaranteed, on a senior
basis, by Toll Brothers, Inc. and certain of its subsidiaries and we had
outstanding, through Toll Corp., a wholly-owned, indirect subsidiary of Toll
Brothers, Inc., an aggregate principal amount of $720 million in senior
subordinated notes guaranteed, on a senior subordinated basis, by Toll Brothers,
Inc. These amounts do not reflect the issuance, on September 3, 2003, of $250
million aggregate principal amount of old notes or the redemption, on October 6,
2003, of $100 million aggregate principal amount of 7 3/4% Senior Subordinated
Notes due 2007 of Toll Corp. If new debt is added to the current debt levels of
Toll Brothers, Inc., Toll Brothers Finance Corp. and/or the other subsidiaries
of Toll Brothers, Inc., the related risks that we now face could intensify.

To service our indebtedness, including the senior notes, we will require a
significant amount of cash. Our ability to generate cash depends on many factors
beyond our control.

Interest rates on a substantial portion of our existing indebtedness
are fixed. However, changes in prevailing interest rates may affect our ability
to meet our debt service obligations, because borrowings under our bank credit
facilities may bear interest at floating rates. A higher interest rate on our
debt could adversely affect our operating results. A one percent (1%) increase
in interest rates would have increased our annual interest cost at July 31, 2003
by approximately $1.0 million. Higher interest rates may also affect the desire
or ability of customers to buy our houses. We cannot be certain that our
earnings will be sufficient to allow us to pay the principal and interest on our
debt, including the senior notes, and meet our other obligations. If we do not
have enough money, we may be required to refinance all or part of our existing
debt, including the senior notes, sell assets, borrow more money or raise
equity. We may not be able to refinance our debt, sell assets, borrow more money
or raise equity on terms acceptable to us, if at all.

The senior notes are subordinated to the secured debt of Toll Brothers Finance
Corp., are effectively subordinated to the secured debt of Toll Brothers, Inc.
and the guarantor subsidiaries and are structurally subordinated to the
liabilities of Toll Brothers, Inc.'s subsidiaries that do not guarantee the
senior notes.

The senior notes are the senior unsecured obligations of Toll Brothers
Finance Corp. and are subordinated in right of payment to future secured debt of
Toll Brothers Finance Corp., and are effectively subordinated in right of
payment to existing and future secured debt of Toll Brothers, Inc. and the
guarantor subsidiaries, including the obligations of the guarantor subsidiaries
under various purchase money mortgages, to the extent of such security. The
effect of this subordination is that if Toll Brothers Finance Corp., Toll
Brothers, Inc. or a guarantor subsidiary is involved in a bankruptcy,
liquidation, dissolution, reorganization or similar proceeding, or upon a
default in payment on, or the acceleration of, any secured debt, the assets of
Toll Brothers Finance Corp., Toll Brothers, Inc. and the guarantor subsidiaries
that secure the secured debt will be available to pay obligations on the senior
notes only after all secured debt has been paid in full from those assets. At
July 31, 2003, we had approximately $55.4 million aggregate principal amount of
such secured indebtedness for borrowed money outstanding.

The senior notes are structurally subordinated in right of payment to
all existing and future debt and other liabilities, including trade payables, of
Toll Brothers, Inc.'s non-guarantor subsidiaries and the claims of creditors of
those subsidiaries, including trade creditors, will have priority as to the
assets of those subsidiaries. There was approximately $123.7 million aggregate
amount of these claims outstanding at July 31, 2003. We may not have sufficient
assets remaining to pay amounts due on any or all of the senior notes then
outstanding.

A court may void the subsidiary guarantees of the senior notes or subordinate
the subsidiary guarantees to other information containedobligations of the subsidiary guarantors.

Although standards may vary depending upon the applicable law,
generally under U.S. federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a court could void all or incorporated by referencea portion of the subsidiary
guarantees of the senior notes or subordinate the subsidiary guarantees to other
obligations of Toll Brothers, Inc. and/or the subsidiary guarantors. If the
claims of the holders of the senior notes against any subsidiary guarantor were
held to be subordinated in this
prospectus,favor of other creditors of that subsidiary
guarantor, the other creditors would be entitled to be paid in full before makingany
payment could be made on the senior notes. If one or more of the subsidiary
guarantees were voided or subordinated, we cannot assure you that, after
providing for all prior claims, there would be sufficient assets remaining to
satisfy the claims of the holders of the senior notes.

The indenture governing the senior notes contains few covenants or other
provisions to protect holders of the senior notes in the event of a change in
control, highly leveraged transaction, change in credit rating or other similar
occurrence.

The indenture governing the senior notes contains only limited events
of default other than our failure to pay principal and interest on time. Except
as noted below and further described under the heading "Description of Exchange
Notes," the indenture governing the senior notes does not contain covenants or
other provisions to protect holders of the senior notes in the event of a change
of control, a highly leveraged transaction, a change of credit rating or other
similar occurrence. The indenture provides limited protection for holders of the
senior notes if we are purchased through what is known as a leveraged buy-out or
if there is a change in who has voting control over us. A leveraged buy-out is a
transaction where a buyer seeking to purchase us relies on our credit and uses
our assets as collateral to borrow funds to finance the purchase. If we are
acquired, the indenture requires the buyer to assume our obligations to holders
of the senior notes. However, the indenture does not prohibit the buyer from
incurring additional debt including, subject to exceptions and qualifications,
secured debt which might be equal or senior in right of payment to that of the
holders of the senior notes. This might reduce the cash available to us, or to
anyone who may acquire us, and impair our ability, or the ability of anyone who
acquires us, to make payments on the senior notes.

If an investmentactive trading market for the exchange notes fails to develop, the trading
price and liquidity of the exchange notes could be adversely affected.

The exchange notes are expected to be listed on the New York Stock
Exchange. However, an active market for the exchange notes may not develop. We
do not expect any affiliate of ours to make a market in the exchange notes. The
initial purchaser of the old notes has advised us that it currently intends to
make a market in the exchange notes. However, the initial purchaser is not
obligated to make a market and may discontinue its market-making activity at any
time without notice. The liquidity of the trading market for the exchange notes
will depend in part on the level of participation of the holders of the old
notes in the exchange offer. The greater the participation in the exchange
offer, the greater the liquidity of the trading market for the exchange notes
and the lesser the liquidity of the trading market for the old notes not
tendered during the exchange offer. We do not know how many holders of the old
notes will accept this exchange offer and, therefore, do not know what principal
amount of the exchange notes will be issued. In addition, market making activity
by the initial purchaser will be subject to the limits imposed by the Securities
Act and the Securities Exchange Act of 1934. As a result, we cannot assure you
that any market for the exchange notes will develop, or, if one does develop,
that it will be maintained. If an active market for the exchange notes fails to
develop, or be maintained, the trading price and liquidity of the exchange notes
could be adversely affected.

Future trading prices of the exchange notes would depend on many
factors, including among others, prevailing interest rates, our operating
results, and the market for similar securities. Depending on prevailing interest
rates, our financial condition, the market for similar securities and other
factors, the exchange notes could trade at a discount from their principal
amount.

If you fail to exchange your old notes by properly tendering them for exchange
notes in the exchange offer, your old notes will continue to be subject to
transfer restrictions and may have reduced liquidity.

We will issue exchange notes only in exchange for old notes that you
timely and properly tender. Therefore, you should allow sufficient time to
ensure timely delivery of the old notes, and you should carefully follow the
instructions on how to tender your old notes. Neither we nor the exchange agent
are required to tell you of any defects or irregularities with respect to your
tender of old notes.

If you do not exchange your old notes for exchange notes in the
exchange offer by properly tendering them for exchange notes, your old notes
will continue to be subject to the restrictions on transfer described in the
legend on your old notes. The restrictions on transfer of your old notes arise
because we issued the old notes under exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. In general, you may only offer or sell the old notes if
they are registered under the Securities Act and applicable state securities
laws, or offered by this
prospectus.and sold under an exemption from these requirements. As we do
not intend to register the old notes under the Securities Act, in the event the
exchange offer is completed, holders of old notes which have not been exchanged
who seek liquidity in their investment would have to rely on exemptions to the
registration requirements under the securities laws, including the Securities
Act. Consequently, holders of old notes who do not participate in the exchange
offer could experience significant diminution in the value of their old notes,
compared to the value of the exchange notes. See "The Exchange Offer -
Consequences of Failure to Exchange Old Notes" for a discussion of possible
consequences of failing to exchange your old notes.

An adverse change in economic conditions could reduce the demand for homes and,
as a result, could reduce our earnings.

Changes in national and regional economic conditions, as well as local
economic conditions where we conduct our operations and where prospective
purchasers of our homes live, can have a negative impact on our business.
Adverse changes in employment levels, job growth, consumer confidence, housing
demand, interest rates and population growth may reduce demand and depress
prices for our homes. This, in turn, can reduce our earnings.

The homebuilding industry is highly competitive and, if others are more
successful, our business could decline.

We operate in a very competitive environment, which is characterized by
competition from a number of other homebuilders in each market in which we
operate. We compete with large national and regional homebuilders and with
smaller local homebuilders for land, financing, raw materials and skilled
management and labor resources. We also compete with the resale, or "previously
owned," home market. Increased competition could cause us to increase our
selling incentives and/or reduce our prices. An oversupply of homes available
for sale could also depress our home prices and adversely affect our operations.
If we are unable to compete effectively in our markets, our business could
decline.

If land is not available at reasonable prices, our sales and earnings could
decrease.

Our operations depend on our ability to continue to obtain land for the
development of our residential communities at reasonable prices. Changes in the
general availability of land, competition for available land, availability of
financing to acquire land, zoning regulations that limit housing density and
other market conditions may hurt our ability to obtain land for new residential
communities. If the supply of land appropriate for development of our
residential communities becomes more limited because of these factors, or for
any reason, the cost of land could increase and/or the number of homes that we
build and sell could be reduced.

If the market value of our homes dropdrops significantly, our profits could
decrease.

The market value of our land and housing inventories depends on market
conditions. We acquire land for expansion into new markets and for replacement
of land inventory and expansion within our current markets. If housing demand
decreases below what we anticipated when we acquired our inventory, we may not
be able to make profits similar to what we have made in the past, may experience
less than anticipated profits and/or may not be able to recover our costs when
we build and sell homes. In the face of adverse market conditions, we may have
substantial inventory carrying costs or we may have to sell land or homes at a
loss.

Government regulations may delay the start or completion of our communities,
increase our expenses or limit our homebuilding activities, which could have a
negative impact on our operations.

20
We must obtain the approval of numerous governmental authorities in
connection with our development activities, and these governmental authorities
often have broad discretion in exercising their approval authority. We incur
substantial costs related to compliance with legal and regulatory requirements.
Any increase in legal and regulatory requirements may cause us to incur
substantial additional costs, as discussed below. Various local, state and
federal statutes, ordinances, rules and regulations concerning building, zoning,
sales and similar matters apply to and/or affect the housing industry. This
governmental regulation affects construction activities as well as sales
activities, mortgage lending activities and other dealings with consumers. The
industry also has experienced an increase in state and local legislation and
regulations which limit the availability of land. We may be required to apply
for additional approvals or modify our existing approvals because of changes in
local circumstances or applicable law.

Expansion of regulation in the housing industry has increased the time required
to obtain the necessary approvals to begin construction and has prolonged the
time between the initial acquisition of land or land options and the
commencement and completion of construction. These delays can increase our costs
and decrease our profitability.

Municipalities may restrict or place moratoriums on the availability of
utilities, such as water and sewer taps. In some areas, municipalities may enact
growth control initiatives, which will restrict the number of building permits
available in a given year. If municipalities in which we operate take actions
like these, it could have an adverse effect on our business by causing delays,
increasing our costs or severely limiting our ability to operate in those
municipalities.

Increases in taxes or government fees could increase our costs, and adverse
changes in tax laws could reduce customer demand for our homes.

Increases in real estate taxes and other local government fees, such as
fees imposed on developers to fund schools, open space, road improvements,
and/or provide low and moderate income housing, could increase our costs and
have an adverse effect on our operations. In addition, increases in local real
estate taxes could adversely affect our potential customers who may consider
those costs in determining whether to make a new home purchase and decide, as a
result, not to purchase one of our homes. In addition, any changes in the income
tax laws that would reduce or eliminate tax incentives to homeowners could make
housing less affordable or otherwise reduce the demand for housing, which in
turn could reduce our sales and hurt our operating results.

Adverse weather conditions and conditions in nature beyond our control could
disrupt the development of our communities, which could harm our sales and
earnings.

Adverse weather conditions and natural disasters, such as hurricanes,
tornadoes, earthquakes, floods and fires, can have serious effects on our
ability to develop our residential communities. We also may be affected by
unforeseen engineering, environmental or geological problems. Any of these
adverse events or circumstances could cause delays in the completion of, or
increase the cost of, developing one or more of our residential communities and,
as a result, could harm our sales and earnings.

If we experience shortages of labor and supplies or other circumstances beyond
our control, there could be delays or increased costs in developing our
communities, which would adversely affect our operating results.

21
Our ability to develop residential communities may be affected by
circumstances beyond our control, including: work stoppages, labor disputes and
shortages of qualified trades people, such as carpenters, roofers, electricians
and plumbers; lack of availability of adequate utility infrastructure and
services; our need to rely on local subcontractors who may not be adequately
capitalized or insured; and shortages or fluctuations in prices of building
materials. Any of these circumstances could give rise to delays in the start or
completion of, or increase the cost of, developing one or more of our
residential communities. We may not be able to recover these increased costs by
raising our home prices because, typically, the price for each home is set
months prior to delivery in a home sale contract with the customer. If that
happens, our operating results could be harmed. Additionally, we may be limited
in the amount we can raise sales prices by our customers' willingness to pay
higher prices.

We are subject to one collective bargaining agreement that covers less
than 5% of our employees. We have not experienced any work stoppages due to
strikes by unionized workers, but we cannot assure you that there will not be
any work stoppages due to strikes or other job actions in the future. We use
independent contractors to construct our homes. At any given point in time, some
or all of these subcontractors may be unionized.

Product liability litigation and warranty claims that arise in the ordinary
course of business may be costly, which could adversely affect our business.

As a homebuilder, we are subject to construction defect and home
warranty claims arising in the ordinary course of business. These claims are
common in the homebuilding industry and can be costly. In addition, the costs of
insuring against construction defect and product liability claims are high, and
the amount of coverage offered by insurance companies is currently limited.
There can be no assurance that this coverage will not be further restricted and
become more costly. If we are not able to obtain adequate insurance against
these claims, we may experience losses that could hurt our business.

If we are not able to obtain suitable financing, our business may decline.

Our business and earnings depend substantially on our ability to obtain
financing for the development of our residential communities, whether from bank
borrowings or from sales of our debt or equity securities. If we are not able to
obtain suitable financing, our costs could increase and our revenues could
decrease, or we could be precluded from continuing our operations at current
levels.

Increases in interest rates can make it more difficult and/or expensive
for us to obtain the funds we need to operate our business. The amount of
interest we incur on our revolving bank credit facility fluctuates based on
changes in short-term interest rates, the amount of borrowings we incur and the
ratings that national rating agencies assign to our outstanding debt securities.
Increases in interest rates generally and/or any downgrading in the ratings that
national rating agencies assign to our outstanding debt securities would
increase the interest rates we must pay on our debt securities, and any such
ratings downgrade could also make it more difficult for us to sell our debt
securities.

If our potential customers are not able to obtain suitable financing, our
business may decline.

Our business and earnings also depend on the ability of our potential
customers to obtain mortgages for the purchase of our homes. Increases in the
cost of home mortgage financing could prevent our potential customers from
purchasing our homes. In addition, where our potential customers must sell their
existing homes in order to buy a home from us, increases in mortgage costs could
prevent the buyers of our customers' existing homes from obtaining the mortgages
they need to complete the purchase, which could result in our potential
customers' inability to buy a home from us. If our potential customers or the
buyers of our customers' existing homes are not able to obtain suitable
financing, our sales and revenues could decline.

Our principal stockholders may effectively exercise control over matters
requiring stockholder approval.

As of January 24,October 3, 2003, Robert I. Toll and his affiliates owned,
directly or indirectly, or had the right to acquire within 60 days,
approximately 22.2%20% of the outstanding shares of Toll Brothers, Inc.'s common
stock, and his brother Bruce E. Toll and his affiliates owned, directly or
indirectly, or had the right to acquire within 60 days, approximately 13.0%11% of the
outstanding shares of Toll Brothers, Inc.'s common stock. To the extent they and
their affiliates vote their shares in the same manner, their combined stock
ownership may effectively give them the power to elect all of the directors and
control the management, operations and affairs of Toll Brothers, Inc. Their
ownership may discourage someone from making a significant equity investment in
Toll Brothers, Inc., even if we needed the investment to operate our business.
The large percentage of stock they own could also delay or prevent a change of
control transaction that other stockholders may deem to be in their best
interests, such as a transaction in which the other stockholders would receive a
premium for their shares over their current trading prices.

Our business is seasonal in nature, so our quarterly operating results
fluctuate.

Our quarterly operating results typically fluctuate with the seasons. A
significant portion of our home purchase contracts are entered into with
customers in the winter and spring months. Construction on a customer's home
typically proceeds after signing the contract and can require 12 months or more
to complete. Weather-related problems may occur in the late winter and early
spring delaying starts or closings or increasing costs and reducing
profitability. In addition, delays in opening new communities or new sections of
existing communities could have an adverse impact on home sales and revenues.
Because of these factors, our quarterly operating results may be uneven and may
be marked by lower revenues and earnings in some quarters.

Future terrorist attacks against the United States or increased domestic or
international instability could have an adverse effect on our operations.

In the weeks following the September 11, 2001 terrorist attacks, we
experienced a sharp decrease in the number of orders for new homes and
cancellation of many existing orders. Although new home purchases stabilized and
subsequently recovered in the months after that initial period, a generalized
economic uncertainty persists. Adverse developments in the war on terrorism,
future terrorist attacks against the United States, or increased domestic or
international instability could adversely affect our business.

Our substantial indebtedness could adversely affect our financial condition and
prevent us from fulfilling our obligations under the senior notes.

1123

We have a significant amount of indebtedness. The following tables show
important credit statistics and are presented on a pro forma basis assuming that
the $300 million principal amount of old notes and the $150 million principal
amount of 8.25% Senior Subordinated Notes due 2011 issued in November 2001 were
outstanding as of November 1, 2001, and assuming that the $100 million principal
amount of 8 3/4% Senior Subordinated Notes due 2006 were paid as of October 31,
2001:

At
January 31, 2003
(unaudited)
----------------
Total indebtedness............................................ $1,264,486
Stockholders' equity.......................................... $1,179,842
Debt to equity ratio.......................................... 1.07

For the Three
For the Year Ended Months ended
October 31, 2002 January 31, 2003
(unaudited)
------------------- ----------------
Pro forma ratio of earnings to
fixed charges........................... 4.06x 3.08x

Our substantial indebtedness could have important consequences to you.
For example, it could:

o make it more difficult for us to satisfy our obligations with
respect to the senior notes;

o increase our vulnerability to general adverse economic and industry
conditions;

o limit our ability to borrow money or sell stock to fund future
working capital, capital expenditures, debt service requirements
and other general corporate requirements;

o require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing our
ability to use our cash flow for other purposes;

o limit our flexibility in planning for, or reacting to, changes in
our business and the industry in which we operate;

o place us at a competitive disadvantage compared to our competitors
that have less debt; and

Despite our current indebtedness levels, we may be able to incur more debt. If
we incur more debt, it could intensify the risks described above.

Some of the indenture do not fully prohibit Toll Brothers,
Inc., Toll Brothers Finance Corp., or any other subsidiary of Toll Brothers,
Inc. from incurring such indebtedness. At January 31, 2003, we had a $615
million unsecured revolving credit facility with 19 banks, of which $90 million
extended to February 2003 and $525 million extends to March 2006. In February
2003, one bank, whose commitment under the revolving credit facility was
expiring, extended $15 million of its commitment until March 2006. On February
24, 2003, the remaining $75 million of commitments expired, reducing the
facility to $540 million. At January 31, 2003, we had no borrowings against the
facility and approximately $78.9 million of letters of credit outstanding under
the facility. In addition to our revolving bank credit facility, we have a term
loan of $207.5 million. If new debt is added to the current debt levels of Toll
Brothers, Inc., Toll Brothers Finance Corp. and/or the other subsidiaries of
Toll Brothers, Inc., the related risks that we now face could intensify.

To service our indebtedness, including the senior notes, we will require a
significant amount of cash. Our ability to generate cash depends on many factors
beyond our control.

Our ability to meet our debt service and other obligations will depend
upon our future performance. We are engaged in a business that is substantially
affected by changes in economic cycles. Our revenues and earnings vary with the
level of general economic activity in the markets we serve. Financial,
political, business and other factors, many of which are beyond our control,
also could affect our business. Changes in prevailing interest rates also may
affect our ability to meet our debt service obligations, because borrowings
under our bank credit facilities may bear interest at floating rates. A higher
interest rate on our debt could adversely affect our operating results. Higher
interest rates may also affect the desire or ability of customers to buy our
houses. We cannot be certain that our earnings will be sufficient to allow us to
pay the principal and interest on our debt, including the senior notes, and meet
our other obligations. If we do not have enough money, we may be required to
refinance all or part of our existing debt, including the senior notes, sell
assets, borrow more money or raise equity. We may not be able to refinance our
debt, sell assets, borrow more money or raise equity on terms acceptable to us,
if at all.

The senior notes are effectively subordinated to the secured debt of Toll
Brothers Finance Corp., Toll Brothers, Inc. and the guarantor subsidiaries and
structurally subordinated to the liabilities of Toll Brothers, Inc.'s
subsidiaries that do not guarantee the senior notes.

The senior notes will be the senior unsecured obligations of Toll
Brothers Finance Corp. and will be effectively subordinated in right of payment
to existing and future secured debt of Toll Brothers Finance Corp., Toll
Brothers, Inc. and guarantor subsidiaries, including the obligations of the
guarantor subsidiaries under various purchase money mortgages, to the extent of
such security. The senior notes also will be effectively subordinated in right
of payment to all existing and future debt and other liabilities, including
trade payables, of Toll Brothers, Inc.'s non-guarantor subsidiaries and the
claims of creditors of those subsidiaries, including trade creditors, will have
priority as to the assets of those subsidiaries. The effect of this
subordination is that if Toll Brothers Finance Corp., Toll Brothers, Inc. or a
guarantor subsidiary is involved in a bankruptcy, liquidation, dissolution,
reorganization or similar proceeding, or upon a default in payment on, or the
acceleration of, any secured debt, the assets of Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the guarantor subsidiaries that secure the secured debt
will be available to pay obligations on the senior notes only after all secured
debt has been paid in full from those assets. We may not have sufficient assets
remaining to pay amounts due on any or all of the senior notes then outstanding.

If the senior notes are accelerated or are subject to acceleration, it will
constitute a default under our bank credit facilities.

It will be a default under our bank credit facilities if the senior
notes are accelerated or are subject to acceleration by the holders of the
senior notes. Any failure by us to make payments on the senior notes also would
result in a default under the bank credit facilities and other outstanding and
future indebtedness. In the event of default of the bank credit facilities, our
obligations under the bank credit facilities could be accelerated.

A court may void the subsidiary guarantees of the senior notes or subordinate
the subsidiary guarantees to other obligations of the subsidiary guarantors.

Although standards may vary depending upon the applicable law,
generally under U.S. federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a court could void all or a portion of the subsidiary
guarantees of the senior notes or subordinate the subsidiary guarantees to other
obligations of Toll Brothers, Inc. and/or the subsidiary guarantors. If the
claims of the holders of the senior notes against any subsidiary guarantor were
held to be subordinated in favor of other creditors of that subsidiary
guarantor, the other creditors would be entitled to be paid in full before any
payment could be made on the senior notes. If one or more of the subsidiary
guarantees were voided or subordinated, we cannot assure you that, after
providing for all prior claims, there would be sufficient assets remaining to
satisfy the claims of the holders of the senior notes.

If an active market for the exchange notes fails to develop, the trading price
and liquidity of the exchange notes could be adversely affected.

The exchange notes are expected to be listed on the New York Stock
Exchange. However, an active market for the exchange notes may not develop. The
initial purchasers of the old notes have advised us that they currently intend
to make a market in the exchange notes. However, the initial purchasers are not
obligated to make a market and may discontinue their market-making activity at
any time without notice. The liquidity of the trading market for the exchange
notes will depend in part on the level of participation of the holders of the
old notes in the exchange offer. The greater the participation in the exchange
offer, the greater the liquidity of the trading market for the exchange notes
and the lesser the liquidity of the trading market for the old notes not
tendered during the exchange offer. We do not know how many holders of our old
notes will accept this exchange offer and, therefore, do not know what principal
amount of exchange notes will be issued. In addition, market making activity by
the initial purchasers will be subject to the limits imposed by the Securities
Act and the Securities Exchange Act of 1934. As a result, we cannot assure you
that any market for the exchange notes will develop, or, if one does develop,
that it will be maintained. If an active market for the exchange notes fails to
develop, or be maintained, the trading price and liquidity of the exchange notes
could be adversely affected.

Moreover, future trading prices of the exchange notes would depend on
many factors, including, among others, prevailing interest rates, our operating
results and the market for similar securities. Depending on prevailing interest
rates, our financial condition, the market for similar securities and other
factors, the exchange notes could trade at a discount from their principal
amount.

If you do not exchange your old notes for exchange notes in the
exchange offer by properly tendering them for exchange notes, your old notes
will continue to be subject to the restrictions on transfer described in the
legend on your old notes. The restrictions on transfer of your old notes arise
because we issued the old notes under exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. In general, you may only offer or sell the old notes if
they are registered under the Securities Act and applicable state securities
laws, or offered and sold under an exemption from these requirements. As we do
not intend to register the old notes under the Securities Act, in the event the
exchange offer is completed, holders of old notes which have not been exchanged
who seek liquidity in their investment would have to rely on exemptions to the
registration requirements under the securities laws, including the Securities
Act. Consequently, holders of old notes who do not participate in the exchange
offer could experience significant diminution in the value of their old notes,
compared to the value of the exchange notes. See "The Exchange Offer -
Consequences of Failure to Exchange Old Notes" for a discussion of possible
consequences of failing to exchange your old notes.

CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS

Certain information included in this prospectus contains or may contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended. You can identify these statements by the fact that they
do not relate strictly to historical or current facts.statements. They contain words like "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," "may," "can," "could,"
"predict," "potential," "continue," "might" and other words or phrases of
similar meaning in connection with any discussion of future operating or
financial performance. Such statements include information relating to
anticipated operating results, financial resources, changes in revenues, changes
in profitability, interest expense, growth and expansion, anticipated income to
be realized from our investments in joint ventures and the Toll Brothers Realty
Trust Group, the ability to acquire land, the ability to gain approvals and to
open new communities, the ability to sell homes and properties, the ability to
deliver homes from backlog, the average delivered price of homes, the ability to
secure materials and subcontractors, the ability to maintain the liquidity and
capital necessary to expand and take advantage of opportunities in the future,
and stock market valuations. From time to time,These forward-looking statements are alsosubject to
certain risks and uncertainties, including those described in the "Risk Factors"
section of this prospectus. Additional risks that may affect our future
performance are included elsewhere in this prospectus and in our reports filedother filings
with the Commission,SEC. When considering forward-looking statements, you should keep in
press
releasesmind these risk factors and in other material released tocautionary statements. Forward-looking
statements speak only as of the public.date made and you should not place undue
reliance thereon.

Any or all of the forward-looking statements included in this
prospectus or in any reports or public statements made by us may turn out to be
inaccurate. This can occur as a result of incorrect assumptions or as a
consequence of known or unknown risks and uncertainties. Many factors mentioned
in this prospectus or in reports or public statements made by us, such as
government regulation and the competitive environment, will be important in
determining our future performance. Consequently, actual results may differ
materially from those that might be anticipated from our forward-looking
statements.

We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, any further disclosures made on related subjects in our subsequent
reports on Forms 10-K, 10-Q and 8-K, and any amendments thereto, should be
consulted. The following
cautionary discussion ofabove-referenced risks, uncertainties and possible inaccurate
assumptions relevant to our business includesinclude factors we believe could cause our
actual results to differ materially from expected and historical results. Other
factors beyond those listed below,referenced above, including factors unknown to us and
factors known to us which we have not determined are material, could also
adversely affect us. This discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995, and all of our forward-looking statements are
expressly qualified in their entirety by the cautionary statements contained or
referenced to in this section.

o We operate in a very competitive environment, which is
characterized by competition from a number of other home builders
in each market in which we operate. Actions or changes in plans by
competitors may negatively affect us.

o Our business can be affected by changes in general economic and
market conditions, as well as local economic and market conditions
where our operations are conducted and where prospective
purchasers of our homes live.

o The impact and uncertainties created by the September 11, 2001
terrorist attacks and the consequences of any future terrorist
attacks, as well as other events affecting the national and world
economies, may affect our business.

o The plans for future development of our residential communities
can be affected by a number of factors including, for example,
time delays in obtaining necessary governmental permits and
approvals and legal challenges to our proposed communities.

o Our operations depend on our ability to continue to obtain land
for the development of residential communities at reasonable
prices. Changes in competition, availability of financing,
customer trends and market conditions may impact our ability to
obtain land for new residential communities.

o The development of our residential communities may be affected by
circumstances beyond our control, including weather conditions,
work stoppages, labor disputes, unforeseen engineering,
environmental or geological problems and unanticipated shortages
of or increases in the cost of materials and labor. Any of these
circumstances could give rise to delays in the completion of, or
increase the cost of, developing one or more of our residential
communities.

o The interest rate on our revolving bank credit facility is subject
to fluctuation based on changes in short-term interest rates, the
amount of borrowings we have incurred and the ratings which
national rating agencies assign to our outstanding debt
securities. Our interest expense could increase as a result of
these factors.

o Our business and earnings are substantially dependent on our
ability to obtain financing for our development activities.
Increases in interest rates, concerns about the market or the
economy, or consolidation or dissolution of financial institutions
could increase our cost of borrowing and/or reduce our ability to
obtain the funds required for our future operations.

o Our business and earnings are also substantially dependent on the
ability of our customers to finance the purchase of their homes.
Limitations on the availability of financing or increases in the
cost of such financing could adversely affect our operations.

o We believe that our recorded tax balances are adequate. However,
it is not possible to predict the effects of possible changes in
the tax laws or changes in their interpretation. These changes or
interpretations, if made, could have a material negative effect on
our operating results.

o Claims have been brought against us in various legal proceedings
which have not had, and are not expected to have, a material
adverse effect on the business or on our financial condition;
however, additional legal and tax claims may arise from time to
time, and it is possible that our cash flows and results of
operations could be affected from time to time by the resolution
of one or more of such matters.

o We are subject to construction defect and home warranty claims
arising in the ordinary course of business. These claims are
common in the homebuilding industry and can be costly. In
addition, the costs of insuring against construction defects and
product liability claims are high and the amount of coverage
offered by insurance companies is currently limited. There can be
no assurance that this coverage will not be further restricted and
become more costly. If we are not able to obtain adequate
insurance against these claims, we may experience losses that
could hurt our business.

o There is intense competition to attract and retain management and
key employees in the markets where our operations are conducted.
Our business could be adversely affected in the event of our
inability to recruit or retain key personnel in one or more of the
markets in which we conduct our operations.

USE OF PROCEEDS

We will not receive any proceeds from the exchange of the exchange notes for
the old notes pursuant to the exchange offer.

We have used the aggregate net proceeds of the offering of the old notes to repayfor
the repayment of all of the $100 million outstanding of our 87 3/4% Senior
Subordinated Notes due 2006, to repay bank debt2007 and for general corporate purposes.

1524

CAPITALIZATION

The following table sets forth the consolidated capitalization of Toll
Brothers, Inc. at JanuaryJuly 31, 2003:2003, as adjusted to give effect to the issuance on
September 3, 2003 of the 5.95% Senior Notes due 2013 and the redemption on
October 6, 2003 of the 7 3/4% Senior Subordinated Notes due 2007:

JanuaryJuly 31, 2003
---------------------
(unaudited)
($ in thousands)Actual As Adjusted
---------- -----------
(In Thousands)
Debt (1)
Debt(1):
Loans payable.................................................................. $244,486payable $282,694 $282,694
5.95 % Senior Notes due 2013 - 250,000
6.875% Senior Notes due 2012...................................................2012 300,000 300,000
7 3/4% Senior Subordinated Notes due 2007......................................2007 100,000 -
8 1/8% Senior Subordinated Notes due 2009......................................2009 170,000 170,000
8% Senior Subordinated Notes due 2009..........................................2009 100,000 100,000
8 1/4% Senior Subordinated Notes due 2011......................................2011 200,000 200,000
8.25% Senior Subordinated Notes due 2011.......................................2011 150,000 ----------150,000
Mortgage company warehouse loan 94,647 94,647
--------- ---------
Total debt................................................................... 1,264,486
----------debt 1,397,341 1,547,341
--------- ---------
Stockholders' equity equity:(2);
Preferred stock, par value $.01 per
share:share; none issued
Common stock, par value $.01 per share;
74.0 million shares issued..................................................issued 740 740
Additional paid-in capital..................................................... 104,214
Retained earnings.............................................................. 1,147,213capital 101,443 101,443
Treasury stock, at cost, 3.5cost;
4.0 million shares.................................... (72,325)
----------shares (82,113) (82,113)
Retained earnings 1,268,237 1,268,237
--------- ---------
Total stockholders' equity................................................... 1,179,842
----------equity 1,288,307 1,288,307
--------- ---------
Total debt and stockholders' equity............................................. $2,444,328
==========equity $2,685,648 $2,835,648
========= =========

(1) We haveAt July 31, 2003, we had a $615$575 million unsecured revolving bank credit
facility with 1917 banks of which $90 million extended through February 2003 and $525 million extends through March 2006. In February 2003, one bank, whose commitment
under the revolving credit facility was expiring, extended $15 million of
its commitment until March 2006. The remaining $75 million of commitments
expired on February 24, 2003, reducing the facility to $540 million. Interest is
payable on short-term borrowings under the facility at 0.90% above the
Eurodollar rate or at other specified variable rates as selected by us from
time to time. At JanuaryJuly 31, 2003, we had no borrowings against the facility
and approximately $78.9$108.1 million of letters of credit outstanding under the
facility. In addition to our revolving credit facility, at July 31, 2003,
we had a $222.5 million term loan from a number of banks and $60.2 million
of purchase money mortgages payable and other debt.

(2) Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.01 per share, and 1,000,000 shares of preferred stock,
par value $.01 per share. Our board of directors is authorized to amend our
Certificate of Incorporation to increase the number of authorized shares of
common stock to 200,000,000 shares and the number of shares of authorized
preferred stock to 15,000,000 shares. 16
Amounts do not include the proceeds
from the sale of 3,000,000 shares of our common stock for $86.4 million on
August 18, 2003.

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA
(Dollars in Thousands)

The following selected consolidated financial information for each of
the annual periods in the five years ended October 31, 2002 is derived from our
audited consolidated financial statements. The following selected consolidated
financial information for the threenine months ended JanuaryJuly 31, 2002 and 2003 is
derived from our unaudited quarterly consolidated financial statements and, in
the opinion of management, includes all adjustments (consisting of normal
recurring items) necessary for the fair presentation of the results for such
periods. The following selected financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and related notes thereto
contained in our annual report on Form 10-K for the fiscal year ended October
31, 2002 and our quarterly report on Form 10-Q for the quarter ended JanuaryJuly 31,
2003 which are incorporated into this prospectus by reference. The results of
operations for the threenine months ended JanuaryJuly 31, 2003 may not be indicative of
results of operations to be expected for the fiscal year.

Three MonthsNine-months ended January 31,
Year ended October 31, (unaudited)
-------------------------------------------------------------July 31,
---------------------------------------------------------------------------- ------------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ------------------ -------------- -------------- -------------- -------------- -------------- --------------

Income Statement Data:
Revenues....................$1,210,816Revenues $1,210,816 $1,464,115 $1,814,362 $2,229,605 $2,328,972 $492,179 $570,260$1,623,382 $1,871,877
Income before income
taxes(1)................. $132,666 $161,678 $232,766 $339,712taxes (1) $132,523 $160,432 $230,966 $337,889 $347,318 $69,984 $71,920$237,413 $263,391
Net income..................income $84,704 $101,566 $145,943 $213,673 $219,887 $44,494 $45,414$150,504 $166,438
Other Financial Data:
Depreciation and
amortization.............amortization $6,095 $7,514 $8,528 $9,356 $10,495 $2,903 $3,045$8,104 $8,841
Interest incurred...........incurred $39,801 $52,914 $60,275 $79,245 $90,331 $22,878 $28,701$67,550 $76,831
Ratio of earnings
to fixed charges(2).........charges (2) 4.17x 3.75x 4.56x 4.94x 4.49x 3.66x 3.06x

At January 31,4.13x 3.99x

At October 31, (unaudited)
--------------------------------------------------------------At July 31,
-------------- ------------------------------------------------------------- ------------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ------------------ -------------- -------------- -------------- -------------- -------------- --------------
Balance Sheet Data:
Inventory..................$1,111,223Inventory $1,111,223 $1,443,282 $1,712,383 $2,183,541 $2,551,061 $2,276,803 $2,716,195$2,525,660 $2,965,669
Total assets...............$1,254,468assets $1,254,468 $1,668,062 $2,030,254 $2,532,200 $2,895,365 $2,720,000 $3,160,833$2,769,933 $3,402,333
Debt
Loans payable.............payable $182,292 $213,317 $326,537 $362,712 $253,194 $358,388 $244,486$254,601 $282,694
Senior notes ............. - - - - - - 298,087298,182
Subordinated notes........notes 269,296 469,418 469,499 669,581 819,663 819,602 719,970819,643 719,973
Mortgage company
warehouse loans...........loan - - - 24,754 48,996 24,483 49,93626,434 94,647
------------ ---------- ---------- ---------- --------------------- ---------- ---------- ----------
Total debt.................debt $451,588 $682,735 $796,036 $1,057,047 $1,121,853 $1,202,473 $1,312,479$1,100,678 $1,395,496
------------ ---------- ---------- ---------- --------------------- ---------- ---------- ----------
Stockholders' equity.......equity $525,756 $616,334 $745,145 $912,583 $1,129,509 $974,641 $1,179,842

Three Months$1,059,190 $1,288,307

Nine-months ended January 31,
Year ended October 31, (unaudited)
------------------------------------------------------------- -----------------------------July 31,
---------------------------------------------------------------------------- ------------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ------------------ -------------- -------------- -------------- -------------- -------------- --------------
Housing Data:
Number of homes closed.....closed 3,099 3,555 3,945 4,358 4,430 979 1,0363,158 3,333
Sales value of homes
closed..................$1,206,290closed $1,206,290 $1,438,171 $1,762,930 $2,180,469 $2,279,261 $482,702 $557,8861,587,168 1,837,386
Number of homes
contracted(3)...........contracted (3) 3,387 3,845 4,418 4,366 5,113 928 1,0663,908 4,404
Sales value of homes
contracted(3)...........$1,383,093contracted (3) $1,383,093 $1,640,990 $2,149,366 $2,173,938 $2,748,171 $485,163 586,233

At January 31,$2,091,593 $2,465,429

At October 31, (unaudited)
------------------------------------------------------------- -----------------------------At July 31,
---------------------------------------------------------------------------- ------------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ------------------ -------------- -------------- -------------- -------------- -------------- --------------
Number of homes in
backlog(3)...............backlog (4) 1,892 2,381 2,779 2,727 3,366 2,662 3,3873,441 4,411
Sales value of homes in
backlog(3)...............$814,714backlog (4) $814,714 $1,067,685 $1,434,946 $1,411,374 $1,866,294 $1,409,649 $1,891,744
Homesites
Owned......................$1,904,539 $2,486,126
Home sites
Owned 15,578 23,163 22,275 25,981 25,822 24,597 27,510
Controlled.................26,013 28,070
Controlled 14,803 11,268 10,843 13,165 15,022 15,101 13,055
--------15,800 18,382
------------ ---------- ---------- ----------- ---------- ---------- ----------
---------- ---------- ----------
Total....................Total 30,381 34,431 33,118 39,146 40,844 39,698 40,565
========41,813 46,452
============ ========== ========== ========== ===================== ========== ========== 17==========

26
(2) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes plus interest expense and fixed
charges except interest incurred. Fixed charges consist of interest
incurred, whether expensed or capitalized, one-third of rent expense that
is representative of the interest factor and amortization of debt discount
and issuance costs. The pro forma ratio of earnings to fixed charges would
be 4.06x3.63x for the year ended October 31, 2002 and 3.08x3.78x for the threenine months
ended JanuaryJuly 31, 2003 assuming that the $250 million principal amount of old
notes, the $300 million principal amount of old notesthe 6.875% Senior Notes due
2012 and the $150 million principal amount of the 8.25% Senior Subordinated
Notes due 2011 issued in November 2001 were outstanding as of November 1,
2001, and assuming that the $100 million principal amount of 8 3/4% Senior
Subordinated Notes due 2006, which were paidredeemed in December 2002, and the
$100 million principal amount of 7 3/4% Senior Subordinated Notes due 2007,
which were redeemed in October 2003, were redeemed as of October 31, 2001.

(3) New contracts for fiscal 2001 and 2002 included $15.4 million (52 homes)
and $13.7 million (43 homes), respectively, from an unconsolidated 50%
owned joint venture. New contracts for the nine months ended July 31, 2002
and 2003 included $8.9 million (26 homes) and $6.5 million (21 homes),
respectively, from this joint venture.

(4) Backlog consists of homes which were under contract but not closed at the
end of the period. Backlog at October 31, 2001 and 2002 included $7.8
million (25 homes) and $7.5 million (24 homes), respectively, from thisan
unconsolidated 50% owned joint venture. New contracts for the three
months ended JanuaryBacklog at July 31, 2002 and 2003
included $1.8$5.4 million (6(15 homes) and $3.1$5.8 million (10(19 homes), respectively,
from this joint venture.

Backlog at January 31, 2002 and 2003 included $5.4 million (17 homes)
and $7.8 million (25 homes), respectively, from this joint venture.

1827

THE GUARANTORS

The guarantors comprise substantially all of our wholly-owned
homebuilding subsidiaries and each is a guarantor under our bank credit
facilities.facilities and our 6.875% Senior Notes due 2012. Non-homebuilding subsidiaries
engage in ancillary businesses such as mortgage, title insurance, security
monitoring, internet access and insurance. The guarantors consist of: Toll
Brothers, Inc., Amwell Chase, Inc., BBCC Investments, Inc., Brentwood
Investments I, Inc., Bunker Hill Estates, Inc., Chesterbrooke, Inc., Connecticut
Land Corp., Daylesford Development Corp., Eastern States Engineering, Inc.,
Edmunds-Toll Construction Company, Fairway Valley, Inc., First Brandywine
Finance Corp., First Brandywine Investment Corp. II, First Brandywine Investment
Corp. III, First Brandywine Investment Corp. IV, First Huntingdon Finance Corp.,
Franklin Farms G.P., Inc., Frenchman's Reserve Country Club, Inc., HQZ
Acquisitions, Inc., MA Limited Land Corporation, Maple Point, Inc., Maryland
Limited Land Corporation, Mizner Country Club, Inc., Mountain View Country Club,
Inc., Polekoff Farm, Inc., Silverman Development Company, Inc., SH Homes
Corporation, SI Investment Corporation, Springfield Chase, Inc., Stewarts
Crossing, Inc., Tampa Realty Associates, Inc., TB Proprietary Corp., TB
Proprietary LP, Inc., Tenby Hunt, Inc., The Silverman Building Companies, Inc.,
Toll AZ GP Corp., Toll Bros., Inc. (PA), Toll Bros., Inc. (DE), Toll Bros., Inc.
(TX), Toll Bros. of Arizona, Inc., Toll Bros. of North Carolina, Inc., Toll
Bros. of North Carolina II, Inc., Toll Bros. of North Carolina III, Inc., Toll
Bros. of Tennessee, Inc., Toll Brothers Real Estate, Inc., Toll CA GP Corp.,
Toll CO GP Corp., Toll Corp., Toll Finance Corp., Toll FL GP Corp., Toll
Holdings, Inc., Toll IL GP Corp., Toll Land Corp. No. 6, Toll Land Corp. No. 10,
Toll Land Corp. No. 20, Toll Land Corp. No. 43, Toll Land Corp. No. 45, Toll
Land Corp. No. 46, Toll Land Corp. No. 47, Toll Land Corp. No. 48, Toll Land
Corp. No. 49, Toll Land Corp. No. 50, Toll Land Corp. No. 51, Toll Land Corp.
No. 52, Toll Land Corp. No. 53, Toll Land Corp. No. 55, Toll Land Corp. No. 56,
Toll Land Corp. No. 58, Toll Land Corp. No. 59, Toll Land Corp. No. 60, Toll
Management AZ Corp., Toll Management VA Corp., Toll MI GP Corp., Toll MN GP
Corp., Toll NH GP Corp., Toll NJ Builder Corp., Toll NJX-I Corp., Toll NJX-II
Corp., Toll NJX-III Corp., Toll NJX-IV Corp., Toll NV GP Corp., Toll NC GP
Corp., Toll OH GP Corp., Toll PA Builder Corp., Toll PA GP Corp., Toll PA II GP
Corp., Toll Peppertree, Inc., Toll Philmont Corporation, Toll Realty Holdings
Corp. I, Toll Realty Holdings Corp. II, Toll Realty Holdings Corp. III, Toll RI
GP Corp., Toll SC GP Corp., Toll TN GP Corp., Toll TX GP Corp., Toll VA GP
Corp., Toll VA Member Two, Inc., Toll Wood Corporation, Toll YL, Inc., Valley
Forge Conservation Holding GP Corp., Warren Chase, Inc., Windsor Development
Corp., 60 Industrial Parkway Cheektowaga Management Corp., Afton Chase, L.P.,

Audubon Ridge, L.P., BBCC Golf, L.P., BBCC Investments, LP, Beaumont Chase,
L.P., Belmont Land, L.P., Bennington Hunt, L.P., Bernards Chase, L.P., Binks
Estates Limited Partnership, The Bird Estate Limited Partnership, Blue Bell
Country Club, L.P., Branchburg Ridge, L.P., Brandywine River Estates, L.P.,
Brass Castle Estates, L.P., Brentwood Investments, L.P., Bridle Estates, L.P.,
Broad Run Associates, L.P., Buckingham Woods, L.P., Bucks County Country Club,
L.P., CC Estates Limited Partnership, Calabasas View, L.P., Charlestown Hills,
L.P., Cheltenham Estates Limited Partnership, Chesterbrooke Limited Partnership,
Chesterfield Hunt, L.P., Cobblestones at Thornbury, L.P., Cold Spring Hunt,
L.P., Coleman-Toll Limited Partnership, Concord Chase, L.P., Cortlandt Chase,
L.P., Delray Limited Partnership, Dolington Estates, L.P., Dominion Country
Club, L.P., Eagle Farm Limited Partnership, Edmunds-Toll Limited Partnership,
Eldorado Country Estates, L.P., Estates at Autumnwood, L.P., The Estates at
Brooke Manor Limited Partnership, Estates at Coronado Pointe, L.P., The Estates
at Potomac Glen Limited Partnership, Estates at Princeton Junction, L.P.,
Estates at Rivers Edge, L.P., Estates at San Juan Capistrano, L.P., The Estates
at Summit Chase, L.P., Fairfax Investment, L.P., Fairfax Station Hunt, L.P.,
Fair Lakes Chase, L.P., Fairway Mews Limited Partnership, Farmwell Hunt, L.P.,
First Brandywine Partners, L.P., Franklin Oaks Limited Partnership, Freehold
Chase, L.P., Great Falls Hunt, L.P., Great Falls Woods, L.P., Greens at
Waynesborough, L.P., Greenwich Chase, L.P., Greenwich Station, L.P., Hockessin
Chase, L.P., Holland Ridge, L.P., Holliston Hunt Limited Partnership, Hopewell
Hunt, L.P., Huckins Farm Limited Partnership, Hunter Mill, L.P., Hunterdon
Chase, L.P., Hunterdon Ridge, L.P., Huntington Estates Limited Partnership,
Hurley Ridge Limited Partnership, Independence Hill, L.P., Kensington Woods
Limited Partnership, Knolls of Birmingham, L.P., Lakeridge, L.P., Lakeway Hills
Properties, L.P., Laurel Creek, L.P., Loudoun Valley Associates, L.P., Mallard
Lakes, L.P., Manalapan Hunt, L.P., Maple Creek Limited Partnership, Marshallton
Chase, L.P., Mill Road Estates, L.P., Montgomery Chase, L.P., Montgomery Oaks,
L.P., Moorestown Hunt, L.P., Mount Kisco Chase, L.P., NC Country Club Estates
Limited Partnership, Newport Ridge Limited Partnership, Newtown Chase Limited
Partnership, Northampton Crest, L.P., Northampton Preserve, L.P., Patriots,
L.P., The Preserve Limited Partnership, The Preserve at Annapolis Limited
Partnership, The Preserve at Boca Raton Limited Partnership, Preston Village
Limited Partnership, Princeton Hunt, L.P., Providence Limited Partnership,
Providence Hunt, L.P., Providence Plantation Limited Partnership, Regency at
Dominion Valley, L.P., River Crossing, L.P., Rolling Greens, L.P., Rose Hollow
Crossing Associates, Rose Tree Manor, L.P., Seaside Estates Limited Partnership,
Shrewsbury Hunt Limited Partnership, Silverman-Toll Limited Partnership, Somers
Chase, L.P., Somerset Development Limited Partnership, South Riding, L.P., South
Riding Partners, L.P., Southlake Woods, L.P., Southport Landing Limited
Partnership, Springton Pointe, L.P., Stone Mill Estates, L.P., Stoney Ford
Estates, L.P., Swedesford Chase, L.P., TBI/Heron Bay Limited Partnership,
TBI/Naples Limited Partnership, TBI/Palm Beach Limited Partnership, TB
Proprietary, L.P., Tenby Hunt, L.P., Thornbury Knoll, L.P., Timber Ridge
Investment Limited Partnership, Toll at Brier Creek Limited Partnership, Toll at
Daventry Park, L.P., Toll at Payne Ranch, L.P., Toll at Potomac Woods L.P., Toll
at Princeton Walk, L.P., Toll at Westlake, L.P., Toll at Whippoorwill, L.P.,
Toll Bros. of Tennessee, L.P., Toll Brothers Maryland II Limited Partnership,
Toll CA, L.P., Toll CA II, L.P., Toll CA III, L.P., Toll CA IV, L.P., Toll CA V,
L.P., Toll CA VI, L.P., Toll CO, L.P., Toll Costa, L.P., Toll CT Limited
Partnership, Toll CT II Limited Partnership, Toll CT Westport Limited
Partnership, Toll-Dublin, L.P., 19
Toll Estero Limited Partnership, Toll FL Limited
Partnership, Toll FL II Limited Partnership, Toll FL III Limited Partnership,
Toll Ft. Myers Limited Partnership, Toll Grove LP, Toll IL, L.P., Toll IL II,
L.P., Toll IL III, L.P., Toll IL HWCC, L.P., Toll Land Limited Partnership, Toll
Land IV Limited Partnership, Toll Land V Limited Partnership, Toll Land VI
Limited Partnership, Toll Land VII Limited Partnership, Toll Land VIII Limited
Partnership, Toll Land IX Limited Partnership, Toll Land X Limited Partnership,
Toll Land XI Limited Partnership, Toll Land XII Limited Partnership, Toll Land
XIII Limited Partnership, Toll Land XIV Limited Partnership, Toll Land XV
Limited Partnership, Toll Land XVI Limited Partnership, Toll Land XVII Limited
Partnership, Toll Land XVIII Limited Partnership, Toll Land XIX Limited
Partnership, Toll Land XX Limited Partnership, Toll Land XXI Limited
Partnership, Toll Land XXII Limited Partnership, Toll Land XXIII Limited
Partnership, Toll Land XXV Limited Partnership, Toll Land XXVI Limited
Partnership, Toll Land XXVII Limited Partnership, Toll Marshall LP, Toll MD
Limited Partnership, Toll MD II Limited Partnership, Toll MD III Limited
Partnership, Toll MD IV Limited Partnership, Toll MD V Limited Partnership, Toll
MI Limited Partnership, Toll MI II Limited Partnership, Toll MI III Limited
Partnership, Toll MN LP, Toll Naples Limited Partnership, Toll Naval Associates,

Toll NH Limited Partnership, Toll NJ, L.P., Toll NJ II, L.P., Toll NJ III, L.P.,
Toll NJ IV, L.P., Toll NJ V, L.P., Toll NJ VI, L.P., Toll NJ Builder I, L.P.,
Toll Northville Limited Partnership, Toll Northville Golf Limited Partnership,
Toll NV Limited Partnership, Toll PA, L.P., Toll PA II, L.P., Toll PA III, L.P.,
Toll PA IV, L.P., Toll PA V, L.P., Toll PA VI, L.P., Toll PA VII, L.P., Toll
Peppertree, L.P., Toll Reston Associates, L.P., Toll RI, L.P., Toll RI II, L.P.,
Toll SC, L.P., Toll SC II, L.P., Toll TX, L.P., Toll TX II, L.P., Toll VA, L.P.,
Toll VA II, L.P., Toll VA IV, L.P., Toll VA V, L.P., Toll Venice Limited
Partnership, Toll YL, L.P., Toll YL II, L.P., Trumbull Hunt Limited Partnership,
Uwchlan Woods, L.P., Valley Forge Conservation Holding, L.P., Valley Forge
Woods, L.P., Valley View Estates Limited Partnership, Village Partners, L.P.,
Waldon Preserve Limited Partnership, Warwick Greene, L.P., Warwick Woods, L.P.,
Washington Greene Development, L.P., West Amwell Limited Partnership, Whiteland
Woods, L.P., Wichita Chase, L.P., Willowdale Crossing, L.P., Wilson Concord,
L.P., Woodbury Estates, L.P., The Woods at Highland Lakes, L.P., The Woods at
Long Valley, L.P., The Woods at Muddy Branch Limited Partnership, Wrightstown
Hunt, L.P., Yardley Estates, L.P., Belmont Country Club I LLC, Belmont Country
Club II LLC, Big Branch Overlook L.L.C., Brier Creek Country Club I LLC, Brier
Creek Country Club II LLC, C.B.A.Z. Construction Company LLC, C.B.A.Z. Holding
Company LLC, Creeks Farm L.L.C., Dominion Valley Country Club I LLC, Dominion
Valley Country Club II LLC, ELB Investments I LLC, ELB Investments II LLC, FC
Investments I LLC, FC Investments II LLC, Feys Property LLC, First Brandywine
LLC I, First Brandywine LLC II, First Brandywine LLC III, First Brandywine LLC
IV, Frenchman's Reserve Realty, LLC, Golf I Country Club Estates at Moorpark
LLC, Golf II Country Club Estates at Moorpark LLC, High Pointe at Hopewell, LLC,
Hunt's Bluff LLC, Long Meadows TBI, LLC, Martin County Improvement Association
LLC, Mizner Realty, L.L.C., Mountain View Country Club I LLC, Mountain View
Country Club II LLC, Naples Lakes Country Club, L.L.C., Naples TBI Realty, LLC,
Northville Hills Golf Club LLC, Nosan & Silverman Homes LLC, Palm Cove Golf &
Yacht Club I LLC, Palm Cove Golf & Yacht Club II LLC, Palm Cove Marina I LLC,
Palm Cove Marina II LLC, Regency at Denville, LLC, Regency at Dominion Valley
LLC, The Regency Golf Club I LLC, The Regency Golf Club II LLC, RiverCrest Sewer
Company, LLC, Sapling Ridge, LLC, South Riding Realty LLC, SR Amberlea LLC,
Stoney Kill LLC, Toll Brothers Realty Michigan II LLC, Toll Cedar Hunt LLC, Toll
DE X, LLC, Toll-Dublin, LLC, Toll Equipment, L.L.C., Toll Glastonbury LLC, Toll
NJ I, L.L.C., Toll NJ II, L.L.C., Toll Realty L.L.C., Toll Reston Associates,
L.L.C., Toll VA L.L.C., Toll VA IIIII L.L.C., Toll Van Wyck LLC, Virginia
Construction Co. I, LLC, and
Virginia Construction Co. II, LLC, 60 Industrial
Parkway Cheektowaga, LLC and 2301 Fallston Road LLC.

Certain30

DESCRIPTION OF OTHER INDEBTEDNESS

The following is a brief summary of some of the important terms and
conditions, including financial covenants, of our other subsidiariesmaterial indebtedness.
If we fail to comply with any of these financial covenants, the trustees or the
banks, as appropriate, could cause the indebtedness to become due and payable
before maturity. In addition, each of the indentures governing the senior notes,
the 6.875% Senior Notes due 2012 of Toll Brothers Inc.Finance Corp., and the senior
subordinated notes of Toll Corp., as well as the terms and conditions of our
bank credit facilities, contain cross default provisions which, had
guaranteedin general, have
the oldeffect that a default under any one of these instruments will constitute a
default under all of them. At July 31, 2003, the aggregate amount of borrowings
outstanding under the 6.875% Senior Notes due 2012 of Toll Brothers Finance
Corp., the senior subordinated notes at the time of their issuance have since been merged
into other guarantor entities, dissolved or are not guarantors entities underToll Corp. and the bank credit
facilities was approximately $1.24 billion.

Revolving Credit Facility

We have a $575 million revolving credit facility with 17 banks which
extends to March 2006. The revolving credit agreement includes financial
covenants related to the maximum leverage ratio (as defined in the agreement) we
may have, which is not permitted to exceed 2.00 to 1.00, and the maintenance of
a minimum tangible net worth (as defined in the agreement) which, at July 31,
2003, was required to exceed approximately $819 million. Under the terms of the
facility, at July 31, 2003, we had a leverage ratio of approximately .733 to
1.00 and a tangible net worth of approximately $1.26 billion.

Term Loan

We have a $222.5 million term loan with 11 banks which extends to July
2005. The term loan agreement includes financial covenants related to the
maximum leverage ratio (as defined in the agreement) we may have, which is not
permitted to exceed 2.25 to 1.00, and the maintenance of a minimum tangible net
worth (as defined in the agreement) which, at July 31, 2003, was required to
exceed approximately $640 million. Under the terms of the term loan agreement,
at July 31, 2003, we had a leverage ratio of approximately .730 to 1.00 and a
tangible net worth of approximately $1.27 billion.

Other Senior Notes

We have outstanding $300 million in principal amount of 6.875% Senior
Notes due 2012. The 6.875% Senior Notes due 2012 were issued for ten years and
are redeemable at our option in whole at any time or in part from time to time
at a price equal to the greater of (a) 100% of the principal amount of the
6.875% Senior Notes due 2012 to be redeemed and (b) the sum of the present
values of the remaining scheduled payments of principal of notes to be redeemed
and the interest thereon that would be due after the redemption date but for the
redemption (provided, however, that if the redemption date is not an interest
payment date, the amount of the next succeeding scheduled interest payment will
not be guarantorsreduced by the amount of interest accrued to the redemption date), discounted
to the date of redemption, on a semiannual basis, at the Treasury Rate plus 45
basis points (0.45%). The 6.875% Senior Notes due 2012 also were issued under
the Indenture and the terms and conditions of those notes are substantially the
same as the terms and conditions of the old notes and the exchange notes.

Certain other subsidiaries whichSenior Subordinated Notes

We had not guaranteedfive issues of senior subordinated notes outstanding at July 31,
2003: 7 3/4% Senior Subordinated Notes due 2007, 8 1/8% Senior Subordinated
Notes due 2009, 8% Senior Subordinated Notes due 2009, 8 1/4% Senior
Subordinated Notes due 2011 and 8.25% Senior Subordinated Notes due 2011. At
July 31, 2003, we had an aggregate of $720 million of these senior subordinated
notes outstanding. On October 6, 2003, we used a portion of the net proceeds
from the offering of the old notes to redeem all of the outstanding $100 million
of Toll Corp.'s 7 3/4% Senior Subordinated Notes due 2007. Each issue of senior
subordinated notes was issued for ten years and is redeemable in whole or in
part at our option at various prices on or after the timefifth anniversary of issuance will guaranteeeach
issue's issuance. Under the exchange notes.

20terms of the indentures covering the senior
subordinated notes, we are required to maintain a minimum consolidated net worth
of $55 million. At July 31, 2003, our consolidated net worth was approximately
$1.29 billion. All of these notes are unsecured senior subordinated obligations
and rank junior to all of our senior debt.

THE EXCHANGE OFFER

As used in this "The Exchange Offer" section, all references to "we," "us,"
"our" and all similar references are to Toll Brothers Finance Corp.

As of the date of this prospectus, $300$250 million in principal amount of the
old notes is outstanding. This prospectus, together with the letter of
transmittal, is first being sent to holders on ________________,_________, 2003.

Purpose of the Exchange Offer

We issued the old notes on November 22, 2002September 3, 2003 in a transaction exempt from the
registration requirements of the Securities Act of 1933 (the "Securities Act").
Accordingly, the old notes may not be reoffered, resold, or otherwise
transferred unless so registered or unless an applicable exemption from the
registration and prospectus delivery requirements of the Securities Act is
available.

In connection with the sale of the old notes, we entered into a registration
rights agreement, which requires us to:

o file a registration statement with the Securities and Exchange
Commission (the "Commission") relating to the exchange offer on or prior
to 120 days after the date of issuance of the old notes;

o use our reasonable efforts to cause the registration statement relating
to the exchange offer to become effective under the Securities Act
within 235225 days after the date of issuance of the old notes; and

o use our reasonable best efforts to complete the exchange offer no later
than 3545 days after the exchange offer registration statement becomes
effective.

We are making the exchange offer to satisfy our obligations under the
registration rights agreement. Other than pursuant to the registration rights
agreement, we are not required to file any registration statement to register
any outstanding old notes. Holders of old notes who do not tender their old
notes or whose old notes are tendered but not accepted in the exchange offer
must rely on an exemption from the registration requirements under the
securities laws, including the Securities Act, if they wish to sell their old
notes.

We are making the exchange offer in reliance on the position of the staff of
the Commission as set forth in interpretive letters addressed to third parties
in other transactions. However, we have not sought our own interpretive letter
and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in interpretive
letters to third parties. Based on these interpretations by the staff, we
believe that the exchange notes issued in the exchange offer in exchange for old
notes may be offered for resale, resold and otherwise transferred by a holder
other than any holder who is a broker-dealer or an "affiliate" of ours within
the meaning of Rule 405 of the Securities Act, without further compliance with
the registration and prospectus delivery requirements of the Securities Act,
provided that:

32
o the exchange notes are acquired in the ordinary course of the holder's
business;

o the holder has no arrangement or understanding with any person to
participate in the distribution of the exchange notes; and

o the holder is not engaged in, and does not intend to engage in a
distribution of the exchange notes.

For additional information, see the discussion in this section under the
subheading "Resale of Exchange Notes."

If you tender in the exchange offer for the purpose of participating in a
distribution of the exchange notes, or if you are a broker-dealer who purchased
the old notes from us for resale pursuant to Rule 144A or any other available
exemption under the Securities Act, you cannot rely on the interpretations by
the staff of the Commission stated in these no-action letters. Instead, you must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer, unless an exemption from
these requirements is otherwise available.

Further, each broker-dealer that receives the exchange notes for its own
account in exchange for the old notes, where the broker-dealer acquired the old
notes as a result of market-making or other trading activities, must acknowledge
in a letter of transmittal that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of those
21
exchange notes. The letter of transmittal states that by making this
acknowledgment and delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
We have agreed that this prospectus may be used by a broker-dealer for any
resale of exchange notes issued to it in the exchange offer for a period of 270
days after the expiration date of the exchange offer. We have the right, under
limited circumstances, to suspend the use of this prospectus by broker-dealers,
in which case the 270-day period would be extended by a number of days equal to
the period of suspension. See "Plan of Distribution."

Terms of the Exchange

We are offering to exchange, subject to the conditions described in this
prospectus and in the letter of transmittal accompanying this prospectus, $300$250
million in aggregate principal amount of our 6.875% senior notes5.95% Senior Notes due 20122013 that
have been registered under the Securities Act for a like principal amount of our
outstanding unregistered 6.875% senior notes5.95% Senior Notes due 2012.2013. The terms of the exchange
notes are identical in all material respects to the terms of the old notes,
except that:

o the exchange notes will have been registered under the Securities Act of
1933, will not contain transfer restrictions, and will not bear legends
restricting their transfer;

o the exchange notes will not contain terms providing for the payment of
additional interest under circumstances relating to our obligation to
file and cause to be effective a registration statement;

o the exchange notes will be represented by one or more global notes in
book entry form unless exchanged for notes in definitive certificated
form under the limited circumstances described under "Description of the
Exchange Notes --- Global Notes and Book-Entry System"; and

o the exchange notes will be issuable in denominations of $1,000 and
integral multiples thereof.

The exchange notes will generally be freely transferable by holders of the
exchange notes and will not be subject to the terms of the registration rights
agreement. The exchange notes will evidence the same indebtedness as the old
notes exchanged therefor and will be entitled to the benefits of the indenture.
For additional information, see the section "Description of Exchange Notes" in
this prospectus.

The exchange offer is not conditioned upon the tender of any minimum
principal amount of old notes.

The exchange notes will accrue interest from the last interest payment date
on which interest was paid on the old notes or, if no interest was paid on the
old notes, from the date of issuance of the old notes, which was on November
22, 2002.September 3,
2003. Holders whose old notes are accepted for exchange will be deemed to have
waived the right to receive any interest accrued on the old notes.

Tendering holders of the old notes will not be required to pay brokerage
commissions or fees or, transfer taxes, except as specified in the instructions
in the letter of transmittal, with respect to the exchange of the old notes in
the exchange offer.

Expiration Date; Extension; Termination; Amendment

The exchange offer will expire at 5:00 p.m., New York City time, on ___________,________,
2003, unless we, in our sole discretion, have extended the period of time for
which the exchange offer is open. The time and date, as it may be extended, is
referred to herein as the "expiration date." The expiration date will be at
least 20 business days after the commencement of the exchange offer in
accordance with Rule 14e-1(a) under the Exchange Act. We expressly reserve the
right, at any time or from time to time, to extend the period of time during
which the exchange offer is open, and thereby delay acceptance for exchange of
any old notes. We will extend the expiration date by giving oral or written
notice of the extension to the exchange agent and by timely public announcement
no later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date. During the extension, all old notes
previously tendered will remain subject to the exchange offer unless properly
withdrawn.

34
We expressly reserve the right to:

o terminate or amend the exchange offer and not to accept for exchange any
old notes not previously accepted for exchange upon the occurrence of
any of the events specified in this section under the subheading
"Certain Conditions to the Exchange Offer" which have not been waived by
us; and

o amend the terms of the exchange offer in any manner which, in our good
faith judgment, is advantageous to the holders of the old notes, whether
before or after any tender of the old notes.

If any termination or amendment occurs, we will notify the exchange agent and
will either issue a press release or give oral or written notice to the holders
of the old notes as promptly as practicable.

For purposes of the exchange offer, a "business day" means any day other than
Saturday, Sunday or a date on which banking institutions are required or
authorized by New York State law to be closed, and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time. Unless we terminate
the exchange offer prior to 5:00 p.m., New York City time, on the expiration
date, we will exchange the exchange notes for the old notes promptly following
the expiration date.

Procedures For Tendering Old Notes

Our acceptance of old notes tendered by a holder will constitute a binding
agreement between the tendering holder and us upon the terms and subject to the
conditions described in this prospectus and in the accompanying letter of
transmittal. All references in this prospectus to the letter of transmittal are
deemed to include a facsimile of the letter of transmittal.

A holder of old notes may tender the old notes by:

o properly completing and signing the letter of transmittal;

o properly completing any required signature guarantees;

o properly completing any other documents required by the letter of
transmittal; and

o delivering all of the above, together with the certificate or
certificates representing the old notes being tendered, to the exchange
agent at its address set forth below at or prior to 5:00 p.m., New York
City time on the expiration date; or

o complying with the procedure for book-entry transfer described below;
or

o complying with the guaranteed delivery procedures described below.

The method of delivery of old notes, letters of transmittal and all other
required documents is at the election and risk of the holders. If the delivery
is by mail, it is recommended that registered mail properly insured, with return
receipt requested, be used. In all cases, sufficient time should be allowed to
ensure timely delivery. Holders should not send old notes or letters of
transmittal to us.

35
The signature on the letter of transmittal need not be guaranteed if:

o tendered old notes are registered in the name of the signer of the
letter of transmittal; and

o the exchange notes to be issued in exchange for the old notes are to be
issued in the name of the holder; and

o any untendered old notes are to be reissued in the name of the holder.

In any other case, the tendered old notes must be:

o endorsed or accompanied by written instruments of transfer in form
satisfactory to us;

o duly executed by the holder; and

o the signature on the endorsement or instrument of transfer must be
guaranteed by a bank, broker, dealer, credit union, savings association,
clearing agency or other institution, each an "eligible institution"
that is a member of a recognized signature guarantee medallion program
within the meaning of Rule 17Ad-15 under the Exchange Act.

If the exchange notes and/or old notes not exchanged are to be delivered to
an address other than that of the registered holder appearing on the note
register for the old notes, the signature in the letter of transmittal must be
guaranteed by an eligible institution.

The exchange agent will make a request within two business days after the
date of receipt of this prospectus to establish accounts with respect to the
old notes at The Depository Trust Company, the "book-entry transfer facility,"
for the purpose of facilitating the exchange offer. We refer to the Depository
Trust Company in this prospectus as "DTC." Subject to establishing the accounts,
any financial institution that is a participant in the book-entry transfer
facility's system may make book-entry delivery of old notes by causing the
book-entry transfer facility to transfer the old notes into the exchange agent's
23
account with respect to the old notes in accordance with the book-entry transfer
facility's procedures for the transfer. Although delivery of old notes may be
effected through book-entry transfer into the exchange agent's account at the
book-entry transfer facility, an appropriate letter of transmittal with any
required signature guarantee and all other required documents, or an agent's
message, must in each case be properly transmitted to and received or confirmed
by the exchange agent at its address set forth below prior to the expiration
date, or, if the guaranteed delivery procedures described below are complied
with, within the time period provided under such procedures.

The exchange agent and DTC have confirmed that the exchange offer is eligible
for the DTC Automated Tender Offer Program. We refer to the Automated Tender
Offer Program in this prospectus as "ATOP." Accordingly, DTC participants may,
in lieu of physically completing and signing the letter of transmittal and
delivering it to the exchange agent, electronically transmit their acceptance of
the exchange offer by causing DTC to transfer old notes to the exchange agent in
accordance with DTC's ATOP procedures for transfer. DTC will then send an
agent's message.

The term "agent's message" means a message which:

o is transmitted by DTC;

o received by the exchange agent and forming part of the book-entry
transfer;

o states that DTC has received an express acknowledgment from a
participant in DTC that is tendering old notes which are the subject of
the book-entry transfer;

o states that the participant has received and agrees to be bound by all
of the terms of the letter of transmittal; and

o states that we may enforce the agreement against the participant.

If a holder desires to accept the exchange offer and time will not permit a
letter of transmittal or old notes to reach the exchange agent before the
expiration date or the procedure for book-entry transfer cannot be completed on
a timely basis, the holder may effect a tender if the exchange agent has
received at its address set forth below on or prior to the expiration date, a
letter, telegram or facsimile transmission, and an original delivered by
guaranteed overnight courier, from an eligible institution setting forth:

o the name and address of the tendering holder;

o the names in which the old notes are registered and, if possible, the
certificate numbers of the old notes to be tendered; and

o a statement that the tender is being made thereby and guaranteeing that
within three business days after the expiration date, the old notes in
proper form for transfer, or a confirmation of book-entry transfer of
such old notes into the exchange agent's account at the book-entry
transfer facility and an agent's message, will be delivered by the
eligible institution together with a properly completed and duly
executed letter of transmittal and any other required documents.

Unless old notes being tendered by the above-described method are deposited
with the exchange agent, a tender will be deemed to have been received as of the
date when:

o the tendering holder's properly completed and duly signed letter of
transmittal, or a properly transmitted agent's message, accompanied by
the old notes or a confirmation of book-entry transfer of the old notes
into the exchange agent's account at the book-entry transfer facility is
received by the exchange agent; or

o a notice of guaranteed delivery or letter, telegram or facsimile
transmission to similar effect from an eligible institution is received
by the exchange agent.

Issuances of exchange notes in exchange for old notes tendered pursuant to a
notice of guaranteed delivery or letter, telegram or facsimile transmission to
similar effect by an eligible institution will be made only against deposit of
the letter of transmittal and any other required documents and the tendered old
notes or a confirmation of book-entry and an agent's message.

37
All questions as to the validity, form, eligibility, including time of
receipt, and acceptance of old notes tendered for exchange will be determined by
us in our sole discretion, which determination will be final and binding. We
reserve the absolute right to reject any and all tenders of any old notes not
properly tendered or not to accept any old notes which acceptance might, in our
judgment or the judgment of our counsel, be unlawful. We also reserve the
absolute right to waive any defects or irregularities or conditions of the
exchange offer as to any old notes either before or after the expiration date,

including the right to waive the ineligibility of any holder who seeks to tender
old notes in the exchange offer. The interpretation of the terms and conditions
of the exchange offer, including the letter of transmittal and the instructions
contained in the letter of transmittal, by us will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of old notes for exchange must be cured within such reasonable period of time as
we determine. Neither we, the exchange agent nor any other person has any duty
to give notification of any defect or irregularity with respect to any tender of
old notes for exchange, nor will any of us incur any liability for failure to
give such notification.

If the letter of transmittal is signed by a person or persons other than the
registered holder or holders of old notes, the old notes must be endorsed or
accompanied by appropriate powers of attorney, in either case signed exactly as
the name or names of the registered holder or holders appear on the old notes.

If the letter of transmittal or any old notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
us, such persons must submit proper evidence satisfactory to us of their
authority to so act.

By tendering, each holder represents to us that, among other things:

o the exchange notes acquired pursuant to the exchange offer are being
acquired in the ordinary course of business of the holder;

o the holder is not participating, does not intend to participate, and has
no arrangement or understanding with any person to participate, in the
distribution of the exchange notes; and

o the holder is not an "affiliate" of ours within the meaning of Rule 405
of the Securities Act.

Each broker-dealer that receives exchange notes for its own account in
exchange for old notes, where the broker-dealer acquired the old notes as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of the exchange
notes. For additional information, see the section "Plan of Distribution" in
this prospectus.

Terms and Conditions of the Letter of Transmittal

The letter of transmittal contains, among other things, the following terms
and conditions, which are part of the exchange offer.

38
The party tendering old notes for exchange exchanges, assigns and transfers
the old notes to us and irrevocably constitutes and appoints the exchange agent
as the party's agent and attorney-in-fact to cause the old notes to be assigned,
transferred and exchanged. We refer to the party tendering notes herein as the
"transferor." The transferor represents and warrants that the transferor has
full power and authority to tender, exchange, assign and transfer the old notes
and to acquire exchange notes issuable upon the exchange of the tendered old
notes, and that, when the same are accepted for exchange, we will acquire good
and unencumbered title to the tendered old notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim. The
transferor also warrants that the transferor will, upon request, execute and
deliver any additional documents deemed by the exchange agent or us to be
necessary or desirable to complete the exchange, assignment and transfer of
tendered old notes or transfer ownership of the old notes on the account books
maintained by a book-entry transfer facility. The transferor further agrees that
acceptance of any tendered old notes by us and the issuance of exchange notes in
exchange for old notes will constitute performance in full by us of various of
our obligations under the registration rights agreement. All authority conferred
by the transferor will survive the death or incapacity of the transferor and
every obligation of the transferor will be binding upon the heirs, legal
representatives, successors, assigns, executors and administrators of the
transferor.

The transferor certifies that the transferor: is not an "affiliate" of ours
within the meaning of Rule 405 under the Securities Act; is acquiring the
exchange notes offered hereby in the ordinary course of the transferor's
business; and has no arrangement with any person to participate in the
distribution of the exchange notes.

Each holder, other than a broker-dealer, must acknowledge that the holder is
not engaged in, and does not intend to engage in, a distribution of the exchange
notes. Each transferor which is a broker-dealer receiving the exchange notes for
its own account must acknowledge that it will deliver a prospectus in connection
with any resale of the exchange notes. By so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

25
Withdrawal Rights

Tenders of old notes may be withdrawn at any time before 5:00 p.m. New York
City time, on the expiration date.

For a withdrawal to be effective, a written notice of withdrawal sent by
telex, facsimile transmission, or letter must be received by the exchange agent
at the address set forth in this prospectus before 5:00 p.m. New York City time,
on the expiration date. Any notice of withdrawal must:

o specify the name of the person having tendered the old notes to be
withdrawn;

o identify the old notes to be withdrawn, including the certificate
number or numbers and principal amount of such old notes;

o include a statement that the holder is withdrawing the holder's
election to have the old notes exchanged;

o be signed by the holder in the same manner as the original signature on
the letter of transmittal by which the old notes were tendered or as
otherwise described above, including any required signature guarantees,
or be accompanied by documents of transfer sufficient to have the
trustee under the indenture register the transfer of the old notes into
the name of the person withdrawing the tender; and

o specify the name in which any such old notes are to be registered, if
different from that of the person who tendered the old notes.

The exchange agent will return the properly withdrawn old notes promptly
following receipt of the notice of withdrawal. If old notes have been tendered
pursuant to the procedure for book-entry transfer, any notice of withdrawal must
specify the name and number of the account at the book-entry transfer facility
to be credited with the withdrawn old notes or otherwise comply with the
book-entry transfer facility procedure. All questions as to the validity of
notices of withdrawals, including time of receipt, will be determined by us and
our determination will be final and binding on all parties.

Any old notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the exchange offer. Any old notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the holder without cost to the holder. In the case of old notes
tendered by book-entry transfer into the exchange agent's account at the book-entrybook-
entry transfer facility pursuant to the book-entry transfer procedures described
above, the old notes will be credited to an account with the book-entry transfer
facility specified by the holder. In either case, the old notes will be returned
as soon as practicablepromptly after withdrawal, rejection of tender or termination of the exchange
offer. Properly withdrawn old notes may be retendered by following one of the
procedures described in this section under the subheading "Procedures for
Tendering Old Notes" at any time before the expiration date.

Acceptance of Old Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, on the expiration date, all old notes properly tendered and not
validly withdrawn and will issue or cause to be issued the exchange notes
promptly after such acceptance. See the discussion in this section under the
subheading "Certain Conditions to the Exchange Offer" for more detailed
information. For purposes of the exchange offer, we will be deemed to have
accepted properly tendered old notes for exchange when, and if, we have given
oral or written notice of our acceptance to the exchange agent.

For each old note accepted for exchange, the holder of the old note will
receive an exchange note having a principal amount equal to that of the
surrendered old note.

In all cases, issuance of exchange notes for old notes that are accepted for
exchange pursuant to the exchange offer will be made only after:

o timely receipt by the exchange agent of certificates for the old notes
or a timely book-entry confirmation of the old notes into the exchange
agent's account at the book-entry transfer facility;

o a properly completed and duly executed letter of transmittal, or a
properly transmitted agent's message; and

o timely receipt by the exchange agent of all other required documents.

2640

If any tendered old notes are not accepted for any reason described in the
terms and conditions of the exchange offer or if old notes are submitted for a
greater principal amount than the holder desires to exchange, the unaccepted or
nonexchanged old notes will be returned without expense to the tendering holder
of the old notes. In the case of old notes tendered by book-entry transfer into
the exchange agent's account at the book-entry transfer facility pursuant to the
book-entry transfer procedures described above, the non-exchanged old notes will
be credited to an account maintained with the book-entry transfer facility. In
either case, the old notes will be returned as promptly as practicable after the
expiration of the exchange offer.

Certain Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, or any extension
of the exchange offer, we will not be required to accept for exchange, or to
issue exchange notes in exchange for, any old notes and may terminate or amend
the exchange offer, by oral or written notice to the exchange agent or by a
timely press release, if, at any time before the acceptance of the old notes for
exchange or the exchange of the exchange notes for such old notes, in our
reasonable judgment any of the following conditions exist:

o any action or proceeding is instituted or threatened in any court or by
or before any governmental agency with respect to the exchange offer
which, in our judgment would reasonably be expected to impair our
ability to proceed with the exchange offer; or

o the exchange offer, or the making of any exchange by a holder, violates
applicable law or any applicable interpretation of the staff of the
Commission.

Regardless of whether any of the conditions has occurred, we may amend the
exchange offer in any manner which, in our good faith judgment, is advantageous
to holders of the old notes.

The conditions described above are for our sole benefit and may be asserted
by us regardless of the circumstances giving rise to the condition or we may
waive any condition in whole or in part at any time and from time to time in our
sole discretion. Our failure at any time to exercise any of the rights described
above will not be deemed a waiver of the right and each right will be deemed an
ongoing right which we may assert at any time and from time to time.

If we waive or amend the conditions above, we will, if required by law,
extend the exchange offer for a minimum of five business days from the date that
we first give notice, by public announcement or otherwise, of the waiver or
amendment, if the exchange offer would otherwise expire within the five
business-day period. Any determination by us concerning the events described
above will be final and binding upon all parties.

The exchange offer is not conditioned upon any minimum principal amount of
old notes being tendered.

41
Exchange Agent

Bank One Trust Company, National Association has been appointed as the
exchange agent for the exchange offer. All executed letters of transmittal
should be directed to the exchange agent at one of the addresses set forth
below:

By Registered or Facsimile Transactions: By Hand or Overnight Delivery:
Certified Mail: (Eligible Institutions Only)
By Registered
or Certified Facsimile Transactions: By Hand or Overnight
Mail: (Eligible Institutions Only) Delivery:
-------------- ---------------------------- ----------------------------
Bank One (614) 248-9987
Bank One Trust Company, N.A. Bank One Trust Company, N.A.
Trust 1111 Polaris Parkway
Company, N.A. To Confirm by Telephone Suite N1-OH1-0184
1111 Polaris Parkway To Confirm by Telephone 1111 Polaris Parkway
Suite N1-0H1-0184 or for Information Call: Suite N1-0H1-0184 Columbus, Ohio 43240
Parkway ------------------------ Attn: Exchanges
Suite N1-OH1- (800) 346-5153
0184
Columbus,
Ohio 43240
Attn:
Exchanges Attn: Exchanges

You should direct questions, requests for assistance, requests for additional
copies of this prospectus or of the letter of transmittal and requests for
notices of guaranteed delivery to the exchange agent at the address and
telephone number set forth in the letter of transmittal.

Delivery to an address other than as set forth on the letter of transmittal,
or transmissions of instructions via a facsimile number other than the one set
forth on the letter of transmittal, will not constitute a valid delivery.

Solicitation of Tenders; Fees and Expenses

We have not retained any dealer-manager in connection with the exchange offer
and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We, however, will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith. We will also pay

brokerage houses and other custodians, nominees and fiduciaries the reasonable
out-of-pocket expenses incurred by them in forwarding copies of this and other
related documents to the beneficial owners of the old notes and in handling or
forwarding tenders for their customers.

We will pay the estimated cash expenses to be incurred in connection with the
exchange offer. We estimate the expenses to be approximately $250,000, which
includes fees and expenses of the exchange agent and trustee, registration fees,
and accounting, legal, printing and related fees and expenses.

No person has been authorized to give any information or to make any
representations in connection with the exchange offer other than those contained
in this prospectus. If given or made, such information or representations should
not be relied upon as having been authorized by us. Neither the delivery of this
prospectus nor any exchange made pursuant to this prospectus, under any
circumstances, creates any implication that there has been no change in our
affairs since the respective dates as of which information is given in this
prospectus. The exchange offer is not being made to, and tenders will not be
accepted from or on behalf of, holders of old notes in any jurisdiction in which
the making of the exchange offer or the acceptance of the exchange offer would
not be in compliance with the laws of the jurisdiction. However, we may, at our
discretion, take such action as we may deem necessary to make the exchange offer
in the jurisdiction and extend the exchange offer to holders of old notes in the
jurisdiction. In any jurisdiction the securities laws or blue sky laws of which
require the exchange offer to be made by a licensed broker or dealer, the
exchange offer is being made on our behalf by one or more registered brokers or
dealers which are licensed under the laws of the jurisdiction.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of old
notes pursuant to the exchange offer. However, the transfer taxes will be
payable by the tendering holder if:

o certificates representing exchange notes or old notes for principal
amounts not tendered or accepted for exchange are to be delivered to, or
are to be issued in the name of, any person other than the registered
holder of the old notes tendered; or

o tendered old notes are registered in the name of any person other than
the person signing the letter of transmittal; or

o a transfer tax is imposed for any reason other than the exchange of old
notes pursuant to the exchange offer.

We will bill the amount of the transfer taxes directly to the tendering
holder if satisfactory evidence of payment of the taxes or exemption therefrom
is not submitted with the letter of transmittal.

Accounting Treatment

For accounting purposes, we will not recognize gain or loss upon the exchange
of the exchange notes for old notes. We will amortize costs incurred in
connection with the issuance of the exchange notes over the term of the exchange
notes.

Consequences of Failure To Exchange

Holders of old notes who do not exchange their old notes for exchange notes
pursuant to the exchange offer will continue to be subject to the restrictions
on transfer of the old notes as described in the legend on the old notes. Old
notes not exchanged pursuant to the exchange offer will continue to remain
outstanding in accordance with their terms. In general, the old notes may not be
offered or sold unless registered under the Securities Act, except pursuant to
an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. We do not currently anticipate that we will
register the old notes under the Securities Act.

Participation in the exchange offer is voluntary, and holders of old notes
should carefully consider whether to participate. Holders of old notes are urged
to consult their financial and tax advisors in making their own decision on what
action to take.

43
As a result of the making of, and upon acceptance for exchange of all validly
tendered old notes pursuant to the terms of, this exchange offer, we will have
fulfilled a covenant contained in the registration rights agreement. Holders of
old notes who do not tender their old notes in the exchange offer will continue
to hold the old notes and will be entitled to all the rights and subject to all
the limitations applicable to the old notes under the indenture, except for any
rights under the registration rights agreement that by their 28
terms terminate or
cease to have further effectiveness as a result of the making of this exchange
offer. All untendered old notes will continue to be subject to the restrictions
on transfer described in the indenture. To the extent that old notes are
tendered and accepted in the exchange offer, the trading market for untendered
old notes could be adversely affected.

We may in the future seek to acquire, subject to the terms of the indenture,Indenture,
untendered old notes in open market or privately negotiated transactions,
through subsequent exchange offers or otherwise. We have no present plan to
acquire any old notes which are not tendered in the exchange offer.

Resale of Exchange Notes

We are making the exchange offer in reliance on the position of the staff of
the Commission as set forth in interpretive letters addressed to third parties
in other transactions. However, we have not sought our own interpretive letter
and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in such interpretive
letters to third parties. Based on these interpretations by the staff, we
believe that the exchange notes issued pursuant to the exchange offer in
exchange for old notes may be offered for resale, resold and otherwise
transferred by a holder, other than any holder who is a broker-dealer or an
"affiliate" of ours within the meaning of Rule 405 of the Securities Act,
without further compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that:

o the exchange notes are acquired in the ordinary course of the holder's
business; and

o the holder is not participating, and has no arrangement or understanding
with any person to participate, in a distribution of the exchange notes.

However, any holder who:

o is an "affiliate" of ours;

o has an arrangement or understanding with respect to the distribution of
the exchange notes to be acquired pursuant to the exchange offer; or

o is a broker-dealer who purchased old notes from us to resell pursuant to
Rule 144A or any other available exemption under the Securities Act,

cannot rely on the applicable interpretations of the staff and must comply with
the registration and prospectus delivery requirements of the Securities Act. A
broker-dealer who holds old notes that were acquired for its own account as a
result of market-making or other trading activities may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of exchange notes. Each such broker-dealer that
receives exchange notes for its own account in exchange for old notes, where the
broker-dealer acquired the old notes as a result of market-making activities or
other trading activities, must acknowledge, as provided in the letter of
transmittal, that it will deliver a prospectus in connection with any resale of
such exchange notes. For more detailed information, see the section "Plan of
Distribution" in this prospectus.

44
Shelf Registration Statement

If:

o any changes in law or the applicable interpretations of the staff of
the Commission do not permit us to effect the exchange offer; or

o for any reason the exchange offer registration statement is not declared
effective within 235225 days following the date of original issuance of the
old notes, or the exchange offer is not consummated within 3545 days after
the exchange offer registration statement is declared effective; or

o any holder of the old notes, other than the initial purchasers,purchaser, is not
eligible to participate in the exchange offer or elects to participate
in the exchange offer but does not receive freely transferable exchange
notes; or

o anythe initial purchaser so requests under specified circumstances; or

o in the judgment of the holders of a majority of the old notes, the
interests of the holders of the old notes, taken as a whole, would be
materially adversely affected by consummation of the exchange offer,

29
we will, at our cost:

o file a shelf registration statement with the Commission no later than
(a) the 235th225th day after the date of original issuance of the old notes
or (b) the 35th45th day after such filing obligation arises, whichever is
later;

o use our best efforts to cause the shelf registration statement to be
declared effective by the Commission as promptly as practicable, but in
no event later than the 270th day after the date of original issuance of
the old notes (or 30 days after request by any initial purchaser); and

o use our best efforts to keep the shelf registration statement
continuously effective for a period of two years after the latest date
on which old notes were originally issued or, if earlier, until all the
Registrable Notes (as defined below) covered by the shelf registration
statement are sold thereunder or cease to be Registrable Notes.

We will, in the event of the filing of a shelf registration statement, provide
to each holder of the old notes copies of the prospectus which is a part of the
shelf registration statement, notify each holder when the shelf registration
statement for the old notes has become effective and take other actions as are
required to permit unrestricted resales of the old notes. A holder of old notes
that sells the old notes pursuant to the shelf registration statement generally:

45
o will be required to be named as a selling securityholder in the related
prospectus and to deliver a prospectus to purchasers;

o will be subject to some of the civil liability provisions under the
Securities Act in connection with the sales; and

o will be bound by the provisions of the registration rights agreement
which are applicable to the holder, including certain indemnification
obligations.

Additional Interest

The registration rights agreement states that ifIf a Registration Default (as defined below) occurs, then Toll Brothers
Finance Corp. will be required to pay additional interest to each holder of
Registrable Notes. During the first 90-day period that a Registration Default
occurs and is continuing, Toll Brothers Finance Corp. will pay additional
interest on the Registrable Notes at a rate of 0.25% per year. If a Registration
Default shall occur and be continuing for a period of more than 90 days, then
the amount of additional interest Toll Brothers Finance Corp. will be required
to pay on the Registrable Notes will increase, effective from and after the 91st
day in such period, by an additional 0.25% per year until all Registration
Defaults have been cured. However, in no event will the rate of additional
interest exceed 0.50% per year. Such additional interest will accrue only for
those days that a Registration Default occurs and is continuing. All accrued
additional interest will be paid to the holders of the old notes in the same
manner as interest payments on the Registrable Notes, with payments being made
on the interest payment dates for old notes. Following the cure of all
Registration Defaults, no more additional interest will accrue unless a
subsequent Registration Default occurs. Additional interest will not be payable
on any old notes other than Registrable Notes.

You will not be entitled to receive any additional interest on any
Registrable Notes if you were, at any time while the exchange offer was pending,
eligible to exchange, and did not validly tender, such Registrable Notes for
exchange notes in the exchange offer.

A "Registration Default" shall occur if:

o we fail to file any of the registration statements required by the
registration rights agreement on or before the date specified for such
filing; or

o any of such registration statements is not declared effective by the
Commission on or before the date specified for such effectiveness; or

o we fail to complete the exchange offer on or before the date specified
for such completion; or

o the shelf registration statement is declared effective but thereafter
ceases to be effective or usable in connection with resales of the old
notes during the period specified in the registration rights agreement,
except as a result of the exercise by us of our right to suspend use of
the shelf registration statement and the related prospectus as described
under "Shelf Registration" above.

3046

"Registrable Notes" means the old notes, provided, however, that any old
notes shall cease to be Registrable Notes when (1) a registration statement with
respect to such old notes shall have been declared effective under the
Securities Act and such old notes shall have been disposed of pursuant to the
registration statement, (2) such old notes shall have been sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act, (3) such old notes shall have ceased to be
outstanding or (4) such old notes have been exchanged for exchange notes which
have been registered pursuant to the exchange offer registration statement upon
consummation of the exchange offer subject, in the case of this clause (4), to
certain exceptions.

DESCRIPTION OF EXCHANGE NOTES

General

The exchange notes will be issued under an indenture dated as of November
22, 2002 (the "Base Indenture"), among Toll Brothers Finance Corp., as issuer,
the guarantors named therein, including Toll Brothers, Inc. (collectively, the
"Guarantors"), and Bank One Trust Company, National Association, as trustee
(the "Trustee")., as supplemented by the First Supplemental Indenture dated as of
May 1, 2003 and the Second Supplemental Indenture dated as of October , 2003. A
copy of the Base Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture and the authorizing resolutions related thereto
(together with the Base Indenture,(collectively, the "Indenture") have been filed as exhibits to the registration
statement which includes this prospectus. The terms of the exchange notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act.

We have summarized selected provisions of the Indenture below. The summary is
not complete. Copies of the Indenture are available upon request made to us. You
should read the Indenture for provisions that may be important to you. A summary
of some of the defined terms used in the Indenture is provided below under
"Definitions." Reference is made to the Indenture for the full definition of all
these terms, as well as any other capitalized terms used in this prospectus for
which no definition is provided.

As used in this "Description of Exchange Notes" section, all references to
"we," "us," "our" and all similar references are to Toll Brothers Finance Corp.

Principal, Maturity and Interest

The Indenture willdoes not limit the amount of senior debt securities that we
may issue under the Indenture.issue. We may issue senior debt securities under the Indenture from time to
time in one or more series. The old notes and the exchange notes will constitute
a separate, single series of senior debt securities under the Indenture and will
thereafter vote together as a single series of senior debt securities under the
Indenture and will vote together as a single class for purposes of determining
whether holders of the requisite percentage in principal amount thereof have
taken actions or exercised rights they are entitled to take or exercise under
the Indenture. We may "reopen" this series of senior notes and issue additional
senior notes at any time.

47
The exchange notes will be unsecured and unsubordinated obligations of Toll
Brothers Finance Corp. andThe exchange notes will rank equally and ratably with itsthe
other unsecured and unsubordinated indebtedness. At January 31, 2003,indebtedness of Toll Brothers Finance Corp.
had $300including, without limitation, $550 million aggregate principal amount of such
unsecured and unsubordinated indebtedness outstanding, such indebtedness
consisting of the $300 million aggregate principal amount of 6.875% Senior Notes
due 2012 and $250 million of old notes.notes, and any indebtedness arising from our
guarantee of the Bank Credit Facilities (as defined below).

Toll Brothers, Inc. conducts its operations through its subsidiaries and
therefore it is primarily dependent on the earnings and cash flows of its
subsidiaries to meet its debt service obligations.

Any right Toll Brothers Finance Corp., Toll Brothers, Inc. or Toll Brothers,
Inc.'s creditors have to participate in the assets of any of Toll Brothers,
Inc.'s subsidiaries upon any liquidation or reorganization of any such
subsidiary will be subject to the prior claims of that subsidiary's creditors,
including trade creditors. Accordingly, the exchange notes will also be
effectivelystructurally subordinated to the prior claims of creditors of Toll Brothers,
Inc.'s subsidiaries. The exchange notes will, however, have the benefit of the
guarantees from Guarantors (each, a "Guarantee" and collectively, the
"Guarantees"), which include Toll Brothers, Inc. and Toll Brothers, Inc.'s
subsidiaries that guarantee the Bank Credit Facilities. EachThe exchange notes will
continue to be structurally subordinated to the prior claims of creditors of
non-Guarantor subsidiaries of Toll Brothers, Inc., including trade creditors,
the aggregate amount of which, at July 31, 2003, was approximately $123.7
million. Further, each Guarantee from a Guarantor however, is unsecured and, accordingly,
will be effectively subordinated to the secured debt of that Guarantor. At JanuaryJuly 31, 2003,
the Guarantors had approximately $32.4$55.4 million aggregate principal amount of
such Guarantor secured indebtedness for borrowed money outstanding, primarily related to non-recourse indebtedness.comprised
principally of indebtedness secured by purchase money mortgages on certain of
their respective real property. Toll Brothers, Inc.'s subsidiaries are separate
and distinct legal entities and have no obligation, contingent or otherwise, to
pay any amounts due pursuant to the exchange notes or to make any funds
available therefor, whether by dividends, loans or other payments, other than if
and as expressly provided in the Guarantees. The payment of dividends and the
making of loans and advances to Toll Brothers, Inc. by its subsidiaries are
subject to contractual, statutory or regulatory restrictions, are contingent
upon the earnings of those subsidiaries and are subject to various business
considerations.

31
The exchange notes will mature on NovemberSeptember 15, 2012.2013. Interest on the
exchange notes will accrue at a rate of 6.875%5.95% per annum, will be computed on the
basis of a 360-day year of twelve 30-day months and will be payable semi-annuallysemi-
annually in arrears on each MayMarch 15 and NovemberSeptember 15 (each an "Interest Payment
Date"), commencing MayMarch 15, 2003.2004. Interest will accrue from November 22,
2002,September 3, 2003,
the date of issuance of the old notes, or, if interest has already been paid,
from the date it was most recently paid. Toll Brothers Finance Corp. will pay
interest to the persons in whose names the exchange notes are registered at the
close of business on NovemberMarch 1 or MaySeptember 1, as the case may be, before any
Interest Payment Date.

We expect that payments of principal, premium, if any, and interest to owners
of beneficial interests in global notes will be made in accordance with the
procedures of The Depository Trust Company ("DTC") and its participants in
effect from time to time. DTC will act as the depositary for the global notes.

The exchange notes will not be entitled to the benefit of any sinking fund or
mandatory redemption provisions.

48
The exchange notes will be issued only in fully registered form without
coupons, in denominations of $1,000 and multiples thereof. The exchange notes
will initially be represented by one or more global notes in book-entry form.
See "Global Notes and Book Entry System."

The principal of, premium, if any, and interest on the exchange notes will be
payable, and, subject to the restrictions on transfer described herein.
Theherein, the
exchange notes may be surrendered for registration of transfer or exchange, at
the office or agency maintained by us for that purpose in the Borough of
Manhattan, The City of New York;purpose; provided that payments
of interest may be made at our option by check mailed to the address of the
persons entitled thereto or by transfer to an account maintained by the payee
with a bank located in the United States. The office or agency initially
maintained by us for the foregoing purposes shall be the office of the Trustee.
No service charge will be made for any registration of transfer or exchange of
the exchange notes, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

If any Interest Payment Date or maturity date of any of the exchange notes is
not a business day at any place of payment, then payment of principal, premium,
if any, and interest need not be made at such place of payment on that date but
may be made on the next succeeding business day at that place of payment, and no
interest will accrue on the amount payable for the period from and after such
Interest Payment Date or maturity date, as the case may be.

The Indenture does not limit the amount of indebtedness that Toll Brothers
Finance Corp., Toll Brothers, Inc. or Toll Brothers, Inc.'s subsidiaries may
issue. The Indenture does not contain covenants or other provisions designed to
afford holders of the exchange notes protection in the event of a highly
leveraged transaction, change in credit rating or other similar occurrence.

We expect that interests in the global notes will trade in DTC's Same-Day
Funds Settlement System and secondary market trading activity in these interests
will therefore be required by DTC to settle in immediately available funds.

The exchange notes are expected to be listed on the New York Stock Exchange.
However, there can be no assurance as to the development or liquidity of any
trading market for the exchange notes. If a trading market does not develop or
is not maintained, you may experience difficulty in reselling exchange notes, or
you may be unable to sell them at all. If a public trading market develops for
the exchange notes, it may not be liquid and it may be discontinued at any time.
Moreover, future trading prices of the exchange notes would depend on many
factors, including, among others, prevailing interest rates, our operating
results and the market for similar securities. Depending on prevailing interest
rates, our financial condition, the market for similar securities and other
factors, the exchange notes could trade at a discount from their principal
amount.

49
Guarantees

Payment of principal of, premium, if any, and interest on the exchange notes
will be fully and unconditionally guaranteed, jointly and severally, on a senior
basis by each of the Guarantors. Each Guarantee will be a full and unconditional
unsecured senior obligation of the Guarantor issuing such Guarantee, ranking
equal in right of payment with all existing and future debt of the Guarantor
that is pari passu with the Guarantee.

32
Guarantee including, without limitation, any
indebtedness arising from the Guarantor's guarantees of the 6.875% Senior Notes
due 2012 and the Bank Credit Facilities. Each Guarantee from a Guarantor will be
subordinated to the secured debt of that Guarantor. At July 31, 2003, the
Guarantors had approximately $55.4 million aggregate principal amount of such
secured indebtedness, principally in the form of purchase money mortgages on
certain of their respective real property. Further, the Guarantee of Toll
Brothers, Inc. will be structurally subordinated to the prior claims of
creditors, including trade creditors, of Toll Brothers, Inc.'s non-Guarantor
subsidiaries, the aggregate amount of which, at July 31, 2003, was approximately
$123.7 million. The Guarantees of Toll Brothers, Inc. and Toll Corp. will rank
senior to the senior subordinated notes issued by Toll Corp. and Toll Brothers,
Inc.'s guarantee thereof.

The Indenture provides that, in the event any Guarantee would constitute or
result in a fraudulent conveyance in violation of any applicable fraudulent conveyancefederal law or
other similar law of any relevant jurisdiction, the liability of the Guarantor
under such Guarantee will be reduced to the maximum amount, after giving effect
to all other contingent and otherfixed liabilities of such Guarantor and after giving
effect to certain collections from or payments made by or on behalf of any other
Guarantor, permissible under the applicable fraudulent conveyancefederal law or other similar law.

The Indenture provides that any subsidiary of Toll Brothers, Inc. that
provides a guarantee of the Bank Credit Facilities will guarantee the exchange
notes. The Indenture further provides that any Guarantor other than Toll
Brothers, Inc. may be released from its Guarantee so long as (1) no defaultDefault or
Event of Default exists or would result from release of such Guarantee, (2) the
Guarantor being released has Consolidated Net Worth of less than 5% of Toll
Brothers, Inc.'s Consolidated Net Worth as of the end of the most recent fiscal
quarter, (3) the Guarantors released from their Guarantees in any fiscal year comprisedend
period comprise in the aggregate less than 10% (or 15% if and to the extent
necessary to permit the cure of a default)Default) of Toll Brothers, Inc.'s Consolidated
Net Worth as of the end of the most recent fiscal quarter, (4) such release
would not have a material adverse effect on the homebuilding business of Toll
Brothers, Inc. and its subsidiaries and (5) the Guarantor is released from its
guaranty(ees) under the Bank Credit Facilities. If there are no guarantors under
the Bank Credit Facilities, Guarantors under the Indenture, other than Toll
Brothers, Inc., will be released from their Guarantees.

Optional Redemption

We may, at our option, redeem the exchange notes in whole at any time or in
part from time to time, on at least 30 but not more than 60 days' prior notice,
at a redemption price equal to the greater of:

o 100% of their principal amount, and

o the present value of the Remaining Scheduled Payments (as defined below)
on the exchange notes being redeemed on the redemption date, discounted
to the date of redemption, on a semiannual basis, at the Treasury Rate
plus 4520 basis points (0.45%(0.20%).

We will also accrue interest on the exchange notes to the date of redemption.
In determining the redemption price and accrued interest, interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.

If money sufficient to pay the redemption price of and accrued interest on
the exchange notes to be redeemed is deposited with the Trustee on or before the
redemption date, on and after the redemption date interest will cease to accrue
on the exchange notes (or such portions thereof) called for redemption and such
exchange notes will cease to be outstanding.

In determining whether to redeem the exchange notes, we will generally
consider one or more of the following factors:

o prevailing interest rates;

o available cash; and

o other business considerations.

"Comparable Treasury Issue" means, with respect to the exchange notes, the
United States Treasury security selected by the Reference Treasury Dealer as
having a maturity comparable to the remaining term of the exchange notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such exchange notes.

"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such price on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

"Reference Treasury Dealer" means (A) Banc of America Securities LLC,
Salomon Smith BarneyCitigroup Global Markets Inc. or one of the other initial purchasers (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors;any
successor; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), we will substitute therefor another Primary Treasury Dealer; and (B)
any other Primary Treasury Dealer(s) selected by us.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

33
"Remaining Scheduled Payments" means, with respect to any exchange notes, the
remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such exchange note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

Certain Covenants

Restrictions on Secured Debt. The Indenture provides that Toll Brothers
Finance Corp. and Toll Brothers, Inc. will not, and will not cause or permit a
Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt
unless the exchange notes will be secured equally and ratably with (or prior
to) such Secured Debt, with certain exceptions. This restriction does not
prohibit the creation, incurrence, assumption or guarantee of Secured Debt
which is secured by:

(1) Security Interests in model homes, homes held for sale, homes that
are under contract for sale, contracts for the sale of homes, land
(improved or unimproved), manufacturing plants, warehouses or office
buildings and fixtures and equipment located thereat or thereon;

(2) Security Interests in property at the time of its acquisition by
Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary, including Capitalized Lease Obligations, which Security
Interests secure obligations assumed by Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary, or in the property of a
corporation or other entity at the time it is merged into or consolidated
with Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary (other than Secured Debt created in contemplation of the
acquisition of such property or the consummation of such a merger or where
the Security Interest attaches to or affects the property of Toll Brothers
Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary prior to such
transaction);

(3) Security Interests arising from conditional sales agreements or
title retention agreements with respect to property acquired by Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary;

(4) Security Interests incurred in connection with pollution control,
industrial revenue, water, sewage or any similar item; and

(5) Security Interests securing Indebtedness of a Restricted Subsidiary
owing to Toll Brothers Finance Corp., Toll Brothers, Inc. or to another
Restricted Subsidiary that is wholly-owned (directly or indirectly) by Toll
Brothers, Inc. or Security Interests securing Toll Brothers Financing
Corp.'s Indebtedness owing to a Guarantor.

Additionally, such permitted Secured Debt includes any amendment,
restatement, supplement, renewal, replacement, extension or refunding, in whole
or in part, of Secured Debt permitted at the time of the original incurrence
thereof.

In addition, Toll Brothers Finance Corp. and the Guarantors may create,
incur, assume or guarantee Secured Debt, without equally and ratably securing
the exchange notes, if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt
permitted under clauses (1) through (5) above and any Secured Debt in relation
to which the exchange notes have been equally and ratably secured) and (2) all
Attributable Debt (as defined below) in respect of Sale and Lease-back
Transactions (excluding Attributable Debt (as defined below) in respect of Sale
and Lease-back Transactions (as defined below) as to which the provisions of
clauses (1) through (3) described under "Restrictions on Sale and Lease-back
Transactions" have been complied with) as of the date of determination would not
exceed 20% of Consolidated Net Tangible Assets (as defined below).

52
The provisions described above with respect to limitations on Secured Debt
are not applicable to Non-Recourse Indebtedness (as defined below) by virtue of
the definition of Secured Debt, and will not restrict or limit Toll Brothers
Finance Corp.'s or the Guarantors' ability to create, incur, assume or guarantee
any unsecured Indebtedness, or of any subsidiary which is not a Restricted
Subsidiary to create, incur, assume or guarantee any secured or unsecured
Indebtedness.

Restrictions on Sale and Lease-back Transactions. The Indenture provides
that Toll Brothers Finance Corp. and Toll Brothers, Inc. will not, and will
not permit any Restricted Subsidiary to, enter into any Sale and Lease-back
Transaction, unless:

(1) notice is promptly given to the Trustee of the Sale and Lease-back
Transaction;

(2) fair value is received by Toll Brothers Finance Corp., Toll
Brothers, Inc. or the relevant Restricted Subsidiary for the property sold
(as determined in good faith by Toll Brothers, Inc. communicated in writing
to the Trustee); and

(3) Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary, within 365 days after the completion of the Sale and Lease-backLease-
back Transaction, applies, or enters into a definitive agreement to apply
within such 365-day period, an amount equal to the net proceeds of such
Sale and Lease-back Transaction:

o to the redemption, repayment or retirement of (a) senior notes of
any series under the Indenture (including the cancellation by the
Trustee of any senior notes of any series delivered by Toll
Brothers Finance Corp. to the Trustee), (b) Indebtedness of ours
that ranks equally with the senior notes, or (c) Indebtedness of
any Guarantor that ranks equally with the Guarantee of such
Guarantor, and/or

o to the purchase by Toll Brothers Finance Corp., Toll Brothers,
Inc. or any Restricted Subsidiary of property used in their
respective trade or businesses.

This provision will not apply to a Sale and Lease-back Transaction that
relates to a sale of a property that occurs within 180 days from the later of
(x) the date of acquisition of the property by Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary, (y) the date of the completion of
construction of that property or (z) the date of commencement of full operations
on that property. In addition, Toll Brothers Finance Corp. and the Guarantors
may, without complying with the above restrictions, enter into a Sale and
Lease-back Transaction if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt
permitted under clauses (1) through (5) described in "Restrictions on Secured
Debt" above and any Secured Debt in relation to which the exchange notes have
been equally and ratably secured) and (2) all Attributable Debt in respect of
Sale and Lease-back Transactions (excluding Attributable Debt in respect of Sale
and Lease-back Transactions as to which the provisions of clauses (1) through
(3) above have been complied with) as of the date of determination would not
exceed 20% of Consolidated Net Tangible Assets.

Definitions

"Attributable Debt" means, in respect of a Sale and Lease-back Transaction,
the present value (discounted at the weighted average effective interest cost
per annum of the outstanding senior notes of all series, compounded
semiannually) of the obligation of the lessee for rental payments during the
remaining term of the lease included in such transaction, including any period
for which such lease has been extended or may, at the option of the lessor, be
extended or, if earlier, until the earliest date on which the lessee may
terminate such lease upon payment of a penalty (in which case the obligation of
the lessee for rental payments shall include such penalty), after excluding all
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water and utility rates and similar charges.

"Bank Credit Facilities" means the Revolving Bank Credit Facility and the
Bank Term Loan.

"Bank Term Loan" means the Term Loan agreement by and among First Huntingdon
Finance Corp., Toll Brothers, Inc. and the lenders that are parties thereto,
dated July 25, 2000, as amended, and any related documents (including, without
limitation, any guarantees or security documents), as such agreements (and such
related documents) may be amended, restated, supplemented, renewed, replaced by
the existing lenders or by successors or otherwise modified from time to time,
including any agreement(s) extending the maturity of or refinancing or refunding
all or any portion of the indebtedness or increasing the amount to be borrowed
under such agreements or any successor agreements(s), whether or not by or among
the same parties.

"Consolidated Net Tangible Assets" means the total amount of assets which
would be included on a combined balance sheet of us and the Guarantors under
accounting principles generally accepted in the United States (less applicable
reserves and other properly deductible items) after deducting therefrom:

(1) all short-term liabilities, except for liabilities payable by their
terms more than one year from the date of determination (or renewable or
extendible at the option of the obligor for a period ending more than one
year after such date) and liabilities in respect of retiree benefits other
than pensions for which the Restricted Subsidiaries are required to accrue
pursuant to Statement of Financial Accounting Standards No. 106;

35
(2) investments in subsidiaries that are not Restricted Subsidiaries;
and

(3) all goodwill, trade names, trademarks, patents, unamortized debt
discount, unamortized expense incurred in the issuance of debt and other
tangible assets.

"Consolidated Net Worth" of any person means the consolidated stockholders'
equity of the person determined in accordance with accounting principles
generally accepted in the United States.

"Indebtedness" means (1) any liability of any person (A) for borrowed money,
(B) evidenced by a bond, note, debenture or similar instrument (including a
purchase money obligation) given in connection with the acquisition of any
businesses, properties or assets of any kind (other than a trade payable or a
current liability arising in the ordinary course of business), (C) for the
payment of money relating to a Capitalized Lease Obligation or (D) for all
Redeemable Capital Stock valued at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; (2) any liability of
others described in the preceding clause (1) that such person has guaranteed or
that is otherwise its legal liability; (3) all Indebtedness referred to in (but
not excluded from) clauses (1) and (2) above of other persons and all dividends
of other persons, the payment of which is secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Security Interest upon or in property (including, without limitation,
accounts and contract rights) owned by such person, even though such person has
not assumed or become liable for the payment of such Indebtedness; and (4) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to in clauses (1), (2) and (3) above.

"Non-Recourse Indebtedness" means Indebtedness or other obligations secured
by a lien on property to the extent that the liability for the Indebtedness or
other obligations is limited to the security of the property without liability
on the part of Toll Brothers, Inc., Toll Brothers Finance Corp. or any
Restricted Subsidiary (other than the Restricted Subsidiary which holds title to
the property) for any deficiency.

"Redeemable Capital Stock" means any capital stock of Toll Brothers Finance
Corp., Toll Brothers, Inc. or any Subsidiarysubsidiary of Toll Brothers, Inc. that, either
by its terms, by the terms of any security into which it is convertible or
exchangeable or otherwise, (1) is or upon the happening of an event or passage
of time would be required to be redeemed on or prior to the final stated
maturity of the notes or (2) is redeemable at the option of the holder thereof
at any time prior to such final stated maturity or (3) is convertible into or
exchangeable for debt securities at any time prior to such final stated
maturity.

"Restricted Subsidiary" means any Guarantor other than Toll Brothers, Inc.

"Revolving Bank Credit Facility" means the Amended and Restated Credit
Agreement by and among First Huntingdon Finance Corp., Toll Brothers, Inc. and
the lendersLenders named therein dated May 18, 2001, as amended, and any related
documents (including, without limitation, any guarantees or security documents),
as such agreements (and such related documents) may be amended, restated,
supplemented, renewed, replaced by the existing lenders or by successors or
otherwise modified from time to time, including any agreement(s) extending the
maturity of or refinancing or refunding all or any portion of the indebtedness
or increasing the amount to be borrowed under such agreement(s) or any successor
agreement(s), whether or not by or among the same parties.

"Sale and Lease-back Transaction" means a sale or transfer made by Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary (except a
sale or transfer made to Toll Brothers Finance Corp., Toll Brothers, Inc. or
another Restricted Subsidiary) of any property which is either (1)(a) a
manufacturing facility, office building or warehouse whose book value equals or
exceeds 1% of Consolidated Net Tangible Assets as of the date of determination
or (2)(b) another property (not including a model home) which exceeds 5% of
Consolidated Net Tangible Assets as of the date of determination, if such sale
or transfer is made with the agreement, commitment or intention of leasing such
property to Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary for more than a three-year term.

"Secured Debt" means any Indebtedness which is secured by (1) a Security
Interest in any of the property of Toll Brothers Finance Corp., Toll Brothers,
Inc. or any Restricted Subsidiary or (2) a Security Interest in shares of stock
owned directly or indirectly by Toll Brothers Finance Corp., Toll Brothers, Inc.
or a Restricted Subsidiary in a corporation or in equity interests owned by Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary in a
partnership or other entity not organized as a corporation or in Toll Brothers,
Inc.'s rights or the rights of a Restricted Subsidiary in respect of
Indebtedness of a corporation, partnership or other entity in which Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary has an
equity interest; provided that "Secured Debt" shall not

36
include Non-Recourse
Indebtedness, as such categories of assets are determined in accordance with
accounting principles generally accepted in the United States. The securing in
the foregoing manner of any such Indebtedness which immediately prior thereto
was not Secured Debt shall be deemed to be the creation of Secured Debt at the
time security is given.

"Security Interests" means any mortgage, pledge, lien, encumbrance or other
security interest which secures the payment or performance of an obligation.

"Significant Subsidiary" means any Subsidiary (1) whose revenues exceed 10%
of Toll Brothers, Inc.'s total revenues, in each case for the most recent fiscal
year, or (2) whose net worth exceeds 10% of Toll Brothers, Inc.'s total
stockholders' equity, in each case as of the end of the most recent fiscal year.

"Subsidiary" means any person of which Toll Brothers, Inc., at the time of
determination by Toll Brothers, Inc., directly and/or indirectly through one or
more Subsidiaries, owns at the time of
determination, more than 50% of the shares of Voting Stock.

"Voting Stock" means any class or classes of capital stock pursuant to which
the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the board of directors, managers or trustees of
any person (irrespective of whether or not, at the time, stock of any other
class or classes shall have, or might have, voting power by reason of the
happening of any contingency).

Consolidation, Merger and Sale of Assets

Neither Toll Brothers Finance Corp. nor any of the Guarantors will
consolidate with or merge with or into or sell, assign, transfer or lease all or
substantially all of its assets to another person unless:

(1) thesuch person is a corporation, in the case of Toll Brothers Finance
Corp. or Toll Brothers, Inc., or any other legal entity in the case of any
other Guarantor, organized under the laws of the United States of America
or any state thereof,

56
(2) thesuch person assumes by supplemental indenture, in a form reasonably
satisfactory to the Trustee, all the obligations of Toll Brothers Finance
Corp. or such Guarantor, as the case may be, relating to the exchange notes
or, the Guarantee, as the case may be, and the Indenture and shall also
expressly assume by an amendment or supplement executed and delivered to
the Trustee, in a form reasonably satisfactory to the Trustee, all of Toll
Brothers Finance Corp.'s and the Guarantors', as the case may be, covenants
and other obligations under the Registration Rights Agreement; and

(3) immediately after the transaction no Default or Event of Default
exists; provided that this clause (3) will not restrict or be applicable to
a consolidation, merger, sale, assignment, transfer or lease of a Guarantor
with into or tointo Toll Brothers Finance Corp., Toll Brothers, Inc. or another
Subsidiary that is, or concurrently with the completion of such
consolidation, merger, sale, assignment, transfer, or lease becomes, a
Guarantor.

Upon any such consolidation, merger, sale, assignment or transfer, the
successor corporation will be substituted for Toll Brothers Finance Corp. or
such Guarantor (includingtransfer(including
any merger, sale, assignment, transfer or consolidation described in the proviso
at the end of the immediately preceding clause (3)clause), the successor corporation or
legal entity, as applicable, will be substituted for Toll Brothers Finance Corp.
or such Guarantor, as applicable, under the Indenture. The successor may then
exercise every power and right of Toll Brothers Finance Corp. or such Guarantor,
as applicable, under the Indenture, and Toll Brothers Finance Corp. or such
Guarantor, as applicable, will be released from all of its respective
liabilities and obligations in respect of the exchange notes or the Guarantee,
as applicable, and the Indenture. If Toll Brothers Finance Corp. or any
Guarantor leases all or substantially all of its assets, the lessee will be the
successor to Toll Brothers Finance Corp. or such Guarantor, as applicable, and
may exercise every power and right of Toll Brothers Finance Corp. or such
Guarantor, as the case may be, under the Indenture, but Toll Brothers Finance
Corp. or such Guarantor, as the case may be, will not be released from its
respective obligations to pay the principal of and premium, if any, and
interest, if any, on the exchange notes.

Events of Default

An Event of Default with respect to a series of senior notes issued under
the exchange notesIndenture is defined in the Indenture as being, or having occurred,
voluntarily or involuntarily, whether by operation of law or otherwise, in the
event of:

(1) default for 30 days in the payment of any installment offailure by Toll Brothers Finance Corp. or a Guarantor to pay interest
on the exchange notes;senior notes of such series when the same becomes due and payable
and the continuance of any such failure for a period of 30 days;

(2) default in the payment of anyfailure by Toll Brothers Finance Corp. or a Guarantor to pay the
principal of the exchange notes;senior notes of such series when the same becomes due and
payable at maturity, upon acceleration or otherwise;

(3) default or breachthe failure by Toll Brothers Finance Corp., Toll Brothers, Inc., or any
Guarantor which is a Significant Subsidiary in the
performance ofto comply with any of its
agreements or covenants in, or provisions of, the agreements insenior notes of such
series, the Guarantees (as they relate to the senior notes of such series)
or the Indenture applicable(as they relate to the exchangesenior notes (otherof such series), other
than a default or breachfailure specifically dealt with elsewhere in the Indenture) whichIndenture, and such
failure shall not have been remedied within a

period of 60 days after receipt of
written notice of such failure by Toll Brothers Finance Corp. and Toll
Brothers, Inc. from the Trustee or by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Trustee from the holders of not less thanat least 25% in
aggregate principal amount of the exchangethen outstanding senior notes issued underof the
Indenture then outstanding;applicable series;

(4) any default under an instrument evidencing or securing any of Toll Brothers
Finance Corp.'s Indebtedness or the Indebtedness of any Guarantor (other
than Non-Recourse Indebtedness) aggregating $10,000,000 or more in
aggregate principal amount, resulting in the acceleration of such
Indebtedness, or due to the failure to pay such Indebtedness at maturity;maturity
upon acceleration or otherwise;

(5) the occurrence of an acceleration of, or a significant modification of the
terms (including without limitation the payment of more than an
insignificant amount of fees to the holders thereof) of any of Toll Corp.'s
7 3/4% Senior Subordinated Notes due 2007, 8 1/8% Senior Subordinated Notes due 2009, 8% Senior Subordinated Notes due
2009, 8 1/4% Senior Subordinated Notes due 2011 or 8.25% Senior
Subordinated Notes due 2011 (each of these series of subordinated notes being referred
to below as an "Outstanding Series"), provided that on the date of the
occurrence, the outstanding principal amount of at least one Outstanding
Series to which the occurrence relates exceeds $5,000,000;

(6) any Guarantee in respect of the exchangesenior notes by Toll Brothers, Inc. or a
Guarantor that is a Significant Subsidiary shall for any reason cease to
be, or be asserted in writing by Toll Brothers, Inc. or such Guarantor or
Toll Brothers Finance Corp., as applicable, not to be, in full force and
effect and enforceable in accordance with its terms (other than by reason
of the termination of the Indenture or the release or discharge of any such
Guarantee in accordance with the terms of the Indenture); provided,
however, that if Toll Brothers, Inc. or such Guarantor or Toll Brothers
Finance Corp. or such Guarantor, as applicable, asserts in writing that any such Guarantee is not
in full force and effect and enforceable in accordance with its terms, such
assertion shall not constitute an Event of Default for purposes of this
paragraph if (A) such written assertion is accompanied by an opinion of
counsel of each of Toll Brothers Finance Corp., Toll Brothers, Inc. and
such Guarantor to the effect that, as a matter of law, the defect or
defects rendering such Guarantee unenforceable can be remedied within 10
days of the date of such assertion, (B) each of Toll Brothers, Inc. orand
Toll Brothers Finance Corp. or such Guarantor
delivers an officer'sofficers' certificate to the effect
that Toll Brothers, Inc., such Guarantor or Toll Brothers Finance Corp. or such Guarantor, as
applicable, represents that such defect or defects shall be so remedied
within such 10-day period, and (C) such defect or defects are in fact so
remedied within such 10-day period; and

(7) certain events of bankruptcy, insolvency or reorganization involving us,
Toll Brothers, Inc. or any Significant Subsidiary.

We may cure any Event of Default that relates exclusively to a Guarantor
other than Toll Brothers, Inc. by releasingto the extent such Guarantor is released from its
Guarantee to the extent permitted by the provisions of the Indenture.

The Indenture provides that if an Event of Default (other than an Event of
Default described in clause (7) above) shall have occurred and be continuing,
either the Trustee by notice to Toll Brothers Finance Corp. and Toll Brothers,
Inc., or the holders of at least 25% in aggregate principal amount of senior
notes of the applicable series, issued under the Indenture then outstanding by
notice to Toll Brothers Finance Corp., Toll Brothers, Inc. and the Trustee, may
declare the principal amount of all the senior notes of the applicable series
and interest, if any, accrued thereon to be due and payable immediately, but upon certain conditions such declaration
may be annulled and past defaults (except, unless cured, a default in payment of
principal of or interest on senior notes of that series) may be waived by the
holders of a majority in principal amount of the senior notes of that series
then outstanding.immediately. If an
Event of Default describedwith respect to Toll Brothers Finance Corp, Toll Brothers, Inc.
or any Significant Subsidiary specified in clause (7) above occurs, all amounts
due and is continuing, then the principal amount of allpayable on the senior notes shallof the applicable series will become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee, Toll Brothers Finance Corp., Toll Brothers, Inc. or any
holder. Holders of a majority in principal amount of the then outstanding senior
notes of the applicable series may rescind an acceleration with respect to such
senior notes and its consequence (except an acceleration due to nonpayment of
principal or interest on such senior notes) if the rescission would not conflict
with any judgment or decree and if all past Events of Default have been cured or
waived.

No such rescission shall extend to or shall affect any subsequent Event of
Default, or shall impair any right or power consequent thereon.

The Indenture contains a provision entitling the Trustee, subject to the duty
of the Trustee during default to act with the required standard of care, to
be indemnified by the holders of the exchange notesreceive indemnity satisfactory to it before proceeding to exercise any right or
power under the Indenture at the request of the holders of the exchangesenior notes. The
Indenture also provides that the holders of a majority in principal amount of
the outstanding exchangesenior notes of a series issued under the Indenture may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee.

No holder of senior notes of a series will have any right to institute any
proceeding with respect to the Indenture or forpursue any remedy thereunder,
unless: (1) the holder shall have previously given the Trustee written notice of
ana continuing Event of Default with respect to the senior notes of the applicable
series with respect to such series, (2) the holders of at least 25% in aggregate
principal amount of the outstanding senior notes issued underof the Indentureapplicable series with
respect to such series shall have made written request, and offered reasonable indemnity
satisfactory to the Trustee against any loss, liability or expense to the
Trustee to institute such proceeding as trustee,pursue the remedy, (3) the Trustee shall have failed to institute any such proceedingcomply with
the request for 60 days after its receipt of such notice and offer of indemnity
and (4) no directionwritten request inconsistent with such written request has been given
to the Trustee during the 60-day period by the holders of a majority in
aggregate principal amount of the outstanding senior notes of the applicable
series with respect to such series under the Indenture. However, any right of a
holder of senior notes to receive payment of the principal of and any interest
on the senior notes on or after the dates expressed in the senior notes andor to
institutebring suit for the enforcement of any such payment on or after such dates shall
be absolute and unconditional and not be impaired or affected without the
consent of such holder.

38
The Indenture contains a covenant that weToll Brothers Finance Corp. and Toll
Brothers, Inc. each will file annually with the Trustee within 120 days after the end of
their respective fiscal years, a certificate as to the absence of any defaultDefault or
specifying any defaultDefault that exists.

Modification and Waiver

WeToll Brothers Finance Corp. and the Trustee, with the written consent of the
holders of at least a majority of the principal amount of theeach series of
outstanding senior notes issued under the Indenture affected by the amendment,
may execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or modifying the rights of
the holders of thesuch senior notes, except that no such supplemental indenture
may, without the consent of the holderholders of each outstanding security affected by
the supplemental indenture, among other things:

(1) change the final maturity of the senior notes, or reduce the rate or
extend the time of payment of interest on the senior notes, or reduce the
principal amount of the senior notes, or impair the right to institute suit
for payment of the senior notes;

(2) reduce the percentage of senior notes, the consent of the holders of
which is required for any such supplemental indenture, for any waiver of
compliance with certain provisions of the Indenture or certain defaultsDefaults
under the Indenture and their consequences provided in the Indenture;Indenture or any
other covenant or provision;

(3) modify any of the provisions regarding the modification of the
Indenture, waivers of past defaultsDefaults or Events of Default in the payment of
principal of, premium if any, or interest on any of the senior notes and
waivers of certain covenants, except to increase any percentage or to
provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each outstanding security
affected thereby;

(4) alter the provisions (including related definitions) with respect to
redemption of senior notes or Toll Brothers Finance Corp.'s duty to offer
to purchase or redeem such senior notes pursuant to the resolutions
authorizing such issuance of senior notes or a supplemental indenture
pertaining to the senior notes;

(5) modify the ranking or priority of the senior notes or the related
Guarantees in a manner adverse to the holders of senior notes; or

(6) make any senior note payable at a place or in money other than that
stated in the senior note.

The holders of a majority in principal amount of the outstanding senior
notes of a series may, on behalf of the holders of all senior notes of such
series, waive any past Default under the Indenture relating to such series
without notice to any holder. However, without the consent of the holders of the
senior notes affected, no amendment, supplement or waiver, including any waiver
of past Defaults as permitted in the Indenture, will effect any of the actions
contemplated by the immediately preceding clauses (1) through (6). Each series
of debt securities issued under the Indenture will vote as a separate class.

Neither our Board of Directors nor the Board of Directors of any Guarantor
has the power to waive any of the covenants of the Indenture including those
relating to consolidation, merger or sale of assets.

We and the Trustee may modify or amend provisions of the Indenture, the
Guarantees or the senior notes of a series without notice to or the consent of
any holder of such series for any of the following purposes:

(1) to evidence the succession of another person to usToll Brothers
Finance Corp. or any Guarantor under the Indenture, andthe Guarantees or the
senior notes;notes, respectively;

(2) to add to our covenants or the covenants of any Guarantor for the
benefit of the holders of the senior notes or to surrender any right or power conferred upon us
or such Guarantor by the Indenture;

(3) to add Events of Default for the benefit of the holders of the
senior notes;holders;

(4) to change or eliminate any provisions of the Indenture, provided
that any such change or elimination shall become effective only when there
are no outstanding senior notes;

(5) to secure any senior notes or Guarantees under the Indenture;

(6) to establish the form or terms of the senior notes or Guarantees of
any series;

(7) to add Guarantors;

(8) to provide for the acceptance of appointment by a successor Trustee
or facilitate the administration of the trusts under the Indenture by more
than one Trustee;

(9) to close the Indenture to authentication and delivery of additional
series of senior notes;

(10) to supplement any of the provisions of the Indenture to the extent
necessary to permit or facilitate defeasance and discharge of the senior
notes, provided that such action shall not adversely affect the interestsrights of
the holders of the senior notes;holders;

(11) to remove a Guarantor in respect of any senior notes which, in
accordance with the terms of the Indenture, ceases to be liable in respect
of its Guarantee;

(12) to cure any ambiguity, omission, defect or inconsistency in the
Indenture, provided that such action does not adversely affect the
interests of holders of the senior notes; or

39
holders;

(13) to provide that specific provisions of the Indenture will not apply
to a series of securities not previously issued under the indenture;Indenture;

(14) to provide for uncertificated senior notes in addition to or in
place of certificated senior notes; and

(15) to make any other change that does not adversely affect the
interests of holders of the senior notes.

The holders of at least a majority in principal amount of the
outstanding senior notes may, on behalf of the holders of all senior notes,
waive any past default under the Indenture. However, they may not waive a
default (1) in the payment of the principal of (or premium, if any) or any
interest on any debt security or (2) in respect of a covenant or provision which
under the Indenture cannot be modified or amended without the consent of the
holder of each outstanding senior note.holders.

Defeasance Provisions

Defeasance and Discharge. The Indenture provides that we will be discharged
from any and all obligations in respect of the outstanding senior notes of thata
series (except for certain obligations to register the transfer or exchange of
senior notes, replace stolen, lost, destroyed or mutilated senior notes,
maintain offices or agencies and hold moneys for payment in trust) upon the
deposit with the Trustee, in trust, of money in U.S. Dollars, U.S. government
obligations or a combination thereof which through the payment of interest and
principal thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and interest on, and any mandatory sinking
fund payments in respect of, the outstanding senior notes of that series on the
stated maturity date of the payments in accordance with the terms of the
Indenture and thesuch senior notes. This type of discharge may only occur if we
deliver to the Trustee an opinion of counsel to the effect that there has been a
change in applicable federal income tax law or we have received from, or there
has been published by, the United States Internal Revenue Service a ruling to
the effect that the holders of the senior notes of that series will not
recognize income, gain or loss for federal income tax purposes as a result of
that discharge and will be subject to federal income tax on the same amount, in
the same manner and at the same times as would have been the case if the
discharge had not occurred. In order to be discharged the deposit of cash in
U.S. Dollars and/or U.S. government obligations will not result in a Default
under the Indenture, or constitute a default under any material instrument to
which Toll Brothers Finance Corp., Toll Brothers, Inc. or any of the
Subsidiaries is a party or by which they or any of their property are bound. In
addition, this type of discharge may only occur so long as no Event of Default
or event which, with notice or lapse of time, would become an Event of Default
with respect to the senior notes of that series has occurred and is continuing
on the date cash in U.S. Dollars and/or U.S. government securitiesobligations are
deposited in trust and other conditions specified in the Indenture are
satisfied. The term "government obligations" means securities of the government
which issued the currency in which the senior notes of the series are
denominated or in which interest is payable or of government agencies backed by
the full faith and credit of that government.

Defeasance of Certain Covenants. The Indenture also provides that we may omit
to comply with thecertain covenants described above under "Certain Covenants" and
"Consolidation, Merger and Sale of Assets" with respect to the senior
notes of thata series if we comply with the following conditions.conditions and the senior
notes of such series shall thereafter be deemed not "outstanding" for the
purpose of any direction, waiver, consent or declaration or act of the holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes under the
Indenture. In order to exercise this option, we will be required to deposit with
the Trustee money in U.S. Dollars, U.S. government obligations or a combination
thereof which through the payment of interest and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any) and interest on, and any mandatory
sinking fund payments in respect of the outstanding senior notes of that series
on the stated maturity date of the payments in accordance with the terms of the
Indenture and such senior notes. In order to be discharged the deposit of cash
and/or government obligations will not result in a Default under the Indenture,
or constitute a default under any material instrument to which Toll Brothers
Finance Corp., Toll Brothers, Inc. or any of the Subsidiaries is a party or by
which they or any of their property are bound. In addition, this type of
discharge may only occur so long as no Event of Default or event which, with
notice or lapse of time, would become an Event of Default with respect to the
senior notes.notes of that series has occurred and is continuing on the date cash
and/or government obligations are deposited in trust and other conditions
specified in the Indenture are satisfied. We will also be required to deliver to
the Trustee an opinion of counsel to the effect that the deposit and related
covenant defeasance will not cause the holders of the senior notes of that
series to recognize income, gain or loss for federal income tax purposes and
that those holders will be subject to federal income tax on the same amount, in
the same manner and at the same times as would have been the case if the deposit
and covenant defeasance had not occurred, and to satisfy other conditions
specified in the Indenture.

Covenant Defeasance and Events of Default. In the event we exercise our
option to effect covenant defeasance with respect to the senior notes of any
series and those senior notes are declared due and payable because of the
occurrence of any Event of Default, the amount of money and government
obligations on deposit with the Trustee will be sufficient to pay amounts due on
the senior notes of that series at the time of their stated maturity dates but
may not be sufficient to pay amounts due on the senior notes at the time of the
acceleration resulting from such Event of Default. However, we will remain
liable for such payments.

Regarding the Trustee

Bank One Trust Company, National AssociationNA will be the trustee under the Indenture pursuant
to which the exchange notes are to be issued. Bank One Trust Company, National AssociationNA also is
trustee under the indentures pursuant to which Toll Brothers Finance Corp.'s
7 3/4%6.875% Senior Subordinated Notes due 2007,2012 and Toll Corp.'s 8 1/8% Senior Subordinated Notes
due 2009, 8% Senior Subordinated Notes due 2009, 8 1/4% Senior Subordinated
Notes due 2011 and 8.25% Senior Subordinated Notes due 2011 were issued.
Further, Banc One Capital Markets, Inc., an affiliate of the Trustee, is a
lender and Administrative Agent under our Bank Credit Facilities
and was an initial purchaser of the old notes.

40
Facilities.

Global Notes and Book-Entry System

The Global Securities

The exchange notes will be issued in the form of one or more registered notes
in global form, without interest coupons. Such global notes will be deposited on
the issue date with DTC and registered in the name of Cede & Co., as nominee of
DTC, or will remain in the custody of the Trustee under the Indenture pursuant
to the FAST Balance Certificate Agreement between DTC and the Trustee.
Beneficial interests in the global notes may not be exchanged for certificated
notes except in the circumstances described below. All interests in global notes
may be subject to the procedures and requirements of DTC.

Exchanges of beneficial interests in one global security for interests in
another global security will be subject to the applicable rules and procedures
of DTC and its direct and indirect participants. Any beneficial interest in one
of the global notes that is transferred to a person who takes delivery in the
form of an interest in another global security will, upon transfer, cease to be
an interest in that global security and become an interest in the global
security to which the beneficial interest is transferred and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in the global security to which the
beneficial interest is transferred for as long as it remains an interest in that
global security.

Certain Book-Entry Procedures for the Global Notes

The descriptions of the operations and procedures of DTC set forth below are
provided solely as a matter of convenience. These operations and procedures are
solely within the control of the respective settlement systems and are subject
to change by them from time to time. We do not take any responsibility for these
operations or procedures, and investors are urged to contact the relevant system
or its participants directly to discuss these matters.

63
DTC has advised us that it is a limited purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act.Act of 1934. DTC holds securities for its participants and
facilitates the clearance and settlement of securities transactions between
participants through electronic book-entry changes in accounts of its
participants, which eliminates the need for physical movement of certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. Indirect access to the
DTC system is available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a direct or indirect custodial
relationship with a participant ("indirect participants"). Investors who are not
participants may beneficially own exchange notes held by or on behalf of DTC
only through participants or indirect participants. The rules applicable to DTC
and its participants are on file with the Commission.

Upon the issuance of the global note, DTC or its custodian will credit, on
its internal system, the respective principal amount of the individual
beneficial interests represented by the global note to the accounts of the
persons who have accounts with DTC. Such accounts initially will be designated
by or on behalf of the initial purchasers.purchaser. Ownership of beneficial interests in
the global note will be limited to persons who have accounts with DTC
("participants") or persons who hold interests through participants. Ownership
of beneficial interests in the global note will be shown on, and the transfer of
that ownership will be effected only through, records maintained by DTC or its
nominee (with respect to interests of participants) and the records of
participants and indirect participants (with respect to interests of persons
other than participants).

So long as DTC or its nominee is the registered owner or holder of thea global
note, DTC or such nominee, as the case may be, will be considered the
sole record owner or holder of the exchange notes represented by thea global note
for all purposes under the indentureIndenture and the exchange notes. Except as set forth
herein, owners of beneficial interests in thea global note will not be entitled to
have exchange notes represented by thesuch global note registered in their names,
will not receive or be entitled to receive physical delivery of exchange notes
in definitive certificated form, and will not be considered holders of the
exchange notes for any purposes under the indenture.Indenture. Accordingly, each person
owning a beneficial interest in thea global note must rely on the procedures of DTC
and, if such person is not a participant, on the procedures of the participant
through which such person directly or indirectly owns its interest, to exercise
any rights of a holder under the indenture.Indenture. We understand that under existing
industry practices, if we request any action of holders or any owner of a
beneficial interest in thea global note desires to give any notice or take any
action that a holder is entitled to give or take under the indenture,Indenture, DTC would
authorize the participants holding the relevant beneficial interests to give
such notice toor take such action, and such participants would authorize
beneficial owners owning through such participants to give such notice or take
such action or would otherwise act upon the instructions of beneficial owners
owning through them.

Payments of the principal of, premium, if any, and interest on thea global note
will be made to DTC or its nominee, as the case may be, as the registered owner.
Neither we, the trusteeTrustee nor any paying agent will have any responsibility or
liability for any aspect of the records relating to or 41
payments made on account
of beneficial ownership interests in thea global note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

We expect that DTC or its nominee, upon receipt of any payment of principal
of, premium, if any, or interest in respect of thea global note will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial ownership interests in the principal amount of thesuch global
note, as shown on the records of DTC or its nominee. We also expect that
payments by participants to owners of beneficial interests in thea global note held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. The
participants will be responsible for such payments.

The Indenture provides that, if the DepositaryDepository notifies us that it is
unwilling or unable to continue as Depositarydepository for the global notes or if at any
time the DepositaryDepository ceases to be a clearing agency registered under the
Exchange Act and we do not appoint a successor depositarydepository within ninety90 days, or if
there shall have occurred and be continuing an Event of Default or an event
which, with the giving of notice or lapse of time, or both, would constitute an
Event of Default with respect to the exchange notes, then we will issue
certificated notes in exchange for the global note. In addition, we may at any
time and in our sole discretion determine not to have the exchange notes
represented by a global note and, in such event, will issue certificated notes
in exchange for the global note. In any such instance, an owner of a beneficial
interest in a global note will be entitled to physical delivery of certificated
notes equal in principal amount to its beneficial interest and to have the
certificated notes registered in its name. We expect that instructions for
registering the certificated notes would be based upon directions received from
the DepositaryDepository with respect to ownership of the beneficial interests in thea global
note.

Although DTC has agreed to the procedures described above in order to
facilitate transfers of interests in thea global note among participants of DTC, it
is under no obligation to perform such procedures and such procedures may be
discontinued at any time. Neither we nor the Trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.

According to DTC, the foregoing information with respect to DTC has been
provided by it for informational purposes only and is not intended to serve as a
representation, warranty, or contract modification of any kind. The information
contained herein concerning DTC and its book-entry system has been obtained from
sources believedthat we believe are reliable, although DTC has declined to be reliable, but we take no responsibility forpass upon the
accuracy thereof.of the statements contained herein.

Same-Day Funds

We will make all payments of principal premium, if any, and interest on the
global notes in immediately available funds to DTC.

65
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of what we believe are the principal generalmaterial federal income
tax consequences to a holder of exchange notes (a "United States Holder") who is
(1) a citizen or resident of the United States, (2) a corporation, partnership
or other entity treated as a corporation or a partnership for United States
federal income tax purposes created or organized in or under the laws of the
United States, any state thereof or the district of Columbia (unless, in the
case of a partnership, Treasury regulations provide otherwise), (3) an estate
whose income is subject to United States federal income tax regardless of its
source, or (4) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust. Notwithstanding the preceding sentence, to the extent provided in
Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to such date, that elect to continue to
be treated as United States persons will also be United States Holders.

The following summary deals only with exchange notes held as capital assets
by purchasers at the issue price who are United States Holders and not with
special classes of holders, such as dealers in securities or currencies,
financial institutions, life insurance companies, persons holding senior notes
as a hedge against or which are hedged again currency risks, and persons whose
functional currency is not the U.S. dollar. A person considering an investment
in the exchange notes should consult his or her own tax advisor concerning these
matters and as to the tax treatment under foreign, state and local tax laws and
regulations.

This summary is based upon the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations, Internal Revenue Service ("IRS") rulings and
pronouncements and judicial decisions now in effect, all of which are subject to
change at any time. Changes in this area of law may be applied retroactively in
a manner that could cause the tax consequences to vary substantially from the
consequences described below, possibly adversely 42
affecting a United States
Holder. The authorities on which this summary is based are subject to various
interpretations, and it is therefore possible that the federal income tax
treatment of the purchase, ownership and disposition of the exchange notes may
differ from the treatment described below.

Exchange of Notes

The exchange offer will occur by operation of the terms of the old notes and
will not result in material changes as specifically referenced in the applicable
treasury regulations and does not violate the option rules as set forth in the
applicable treasury regulations. Consequently, no federal income tax
consequences to United States Holders exchanging old notes for exchange notes
under the exchange offer will occur.

Each exchanging holder will have the same adjusted tax basis and holding
period in the exchange notes as it had in the old notes immediately before the
exchange.

66
Payments of Interest

As a general rule, interest paid or accrued on the exchange notes will be
treated as ordinary income to United States Holders. A United States Holder
using the accrual method of accounting for federal income tax purposes is
required to include interest paid or accrued on the exchange notes in ordinary
income as interest accrues, while a United States Holder using the cash receipts
and disbursements method of accounting for federal income tax purposes must
include interest in ordinary income when payments are received (or made
available for receipt to) by the holder.

We intend to take the position that the exchange notes do not, as of
the issue date, represent contingent payment debt because the likelihood of
paying an increased rate of interest as a result of a Registration Default is
remote. A United States Holder may not take a contrary position unless such
contrary position is disclosed in the proper manner to the IRS. United States
Holders should consult their tax advisors regarding the tax consequences of the
exchange notes being treated as contingent payment debt.

If, contrary to current expectations, we pay additional interest, or if
the IRS successfully asserts that these contingent payments were not remote as
of the issue date, the amount and the timing of the interest income that a
United States Holder is required to include in taxable income, as well as any
gain on a sale of the exchange notes, might have to be redetermined, or
recharacterized as ordinary income.

Sale, Exchange or Retirement of ExchangeSenior Notes

A United States Holder's tax basis in an exchangea senior note will generally be
its cost. Upon the sale, exchange, redemption or retirement of an exchangea senior note, a
United States Holder will generally recognize gain or loss on the sale,
exchange, redemption or retirement equal to the difference between the amount
realized (not including any amounts attributable to accrued and unpaid interest,
which is treated as interest as described above) and the holder's tax basis in
the exchangesenior note. Long-termFor taxable years ending on or before December 31, 2008,
long-term capital gain of a non-corporate United States Holder is generally
subject to a maximum tax rate of 20%15% in respect of exchangesenior notes held for more
than one year, and a maximum tax rate of 18% in respect of
exchange notes held for more than five years.year.

Withholding Taxes and Reporting Requirements

Interest payments and payments of principal and any premium with
respect to an exchangea senior note will be reported to the extent required by the Code to
the United States Holders and the IRS. These amounts will ordinarily not be
subject to withholding of United States federal income tax. However, a backup
withholding tax (at the applicable statutory rate) will apply to these payments
if a United States Holder fails to supply us or our agent in the manner required
by applicable law with the holder's taxpayer identification number or if a
United States Holder has been notified by the IRS that payments to such holder
are subject to backup withholding. The statutory rate for backup withholding tax rate is
30% for payments made during the
years 2002 and 2003, 29% for payments made during the years 2004 and 2005, andcurrently 28% for payments made during the years 2006 through 2010. For payments made
after 2010, the backup withholding tax rate will be increased to 31%.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account under the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of those notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer for resales of
exchange notes received in exchange for old notes that had been acquired as a
result of market-making or other trading activities. We have agreed that, for a
period of 270 days after the expiration date of the exchange offer, we will make
43
this prospectus, as it may be amended or supplemented, available to any
broker-dealer for use in connection with any such resale. Any broker-dealers
required to use this prospectus and any amendments or supplements to this
prospectus for resales of the exchange notes must notify us of this fact by
checking the box on the letter of transmittal requesting additional copies of
these documents or by writing or telephoning us. See "Where You Can Find More
Information."Documents Incorporated by
Reference."

Notwithstanding the foregoing, we are entitled under the registration rights
agreement to suspend the use of this prospectus by broker-dealers under specific
circumstances. For example, we may suspend the use of this prospectus if:

o the Commission or any state securities authority requests an amendment
or supplement to this prospectus or the related registration statement
or additional information;

o the Commission or any state securities authority issues any stop order
suspending the effectiveness of the registration statement or initiates
proceedings for that purpose;

o we receive notification of the suspension of the qualification of the
exchange notes for sale in any jurisdiction or the initiation or
threatening of any proceedings for that purpose;

o the suspension is required by law;

o the suspension is taken for valid business reasons, including the
acquisition or divesturedivestiture of assets or a material corporate
transaction; or

o an event occurs which makes any statement in this prospectus untrue in
any material respect or which constitutes an omission to state a
material fact in this prospectus.

If we suspend the use of this prospectus, the 270-day period referred to
above will be extended by a number of days equal to the period of the
suspension.

We will not receive any proceeds from any sale of exchange notes by broker-dealers.broker-
dealers. Exchange notes received by broker-dealers for their own account under
the exchange offer may be sold from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions, through the writing of
options on those notes or a combination of those methods, at market prices
prevailing at the time of resale, at prices related to prevailing market prices
or at negotiated prices. Any resales may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from the selling broker-dealer or the purchasers of
the exchange notes. Any broker-dealer that resells exchange notes received by it
for its own account under the exchange offer and any broker or dealer that
participates in a distribution of the exchange notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
resale of exchange notes and any commissions or concessions received by these
persons may be deemed to be underwriting compensation under the Securities Act.
The letter of transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

68
We have agreed to pay all expenses incidental to the exchange offer other
than commissions and concessions of any broker or dealer and will indemnify
holders of the senior notes, including any broker-dealers, against certain
liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania, will pass upon various legal matters for us in connectionhas
rendered an opinion with respect to the validity and enforceability of the
exchange notes offered hereby.being issued by Toll Brothers Finance Corp. and the Guarantee
being issued by Toll Brothers, Inc. Kenneth J. Gary, Esquire, Senior Vice
President and General Counsel of Toll Brothers, Inc., will pass upon various legal matters for
us in connectionhas rendered an opinion
with respect to the validity and enforceability of the Guarantees being issued
by the Guarantors other than Toll Brothers, Inc. Mr. Gary owns or has the right
to acquire a number of shares of common stock of Toll Brothers, Inc. which is
well below 1% of the outstanding common stock of Toll Brothers, Inc.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual reportReport on Form 10-K for
the year ended October 31, 2002, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.

4469

[OUTSIDE BACK COVER]===============================================================================

$250,000,000

Toll Brothers Finance Corp.

5.95% Senior Notes due 2013

[graphic omitted]

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

PROSPECTUS

_____________, 2003

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

Each broker-dealer that receives exchange notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of those exchange notes. The letter of transmittal states that,
by so acknowledging and delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of exchange notes received in
exchange for outstanding notes where the outstanding notes were acquired by the
broker-dealer as a result of market-making activities or other trading
activities.

We have agreed that, for a period of 270 days after the consummation of this
exchange offer, we will make this prospectus available to any broker-dealer for
use in connection with the resale of exchange notes. See "Plan of Distribution."

45===============================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

For information regarding provisions under which a director or officer
of Toll Brothers, Inc. or Toll Brothers Finance Corp. may be insured or
indemnified in any manner against any liability which he may incur in his
capacity as such, reference is made to Section 145 of the Delaware General
Corporation Law, which provides in its entirety as follows:

"(a) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.

(b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a)
and (b) of this section, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) by a committee of
such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
II-1
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this
section.

(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had
continued.

(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees)."

See also Article Six of Toll Brothers, Inc.'s Certificate of
Incorporation, as amended, which obligates, and Article VII of Toll Brothers,
Inc.'s By-Laws, as amended, which grants, Toll Brothers, Inc. the power to
indemnify its directors, officers, employees and agents. Section 7-4 of Article
VII of Toll Brothers, Inc.'s Bylaws, as amended, further permits Toll Brothers,
Inc. to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of Toll Brothers, Inc., or who is or was
serving at the request of Toll Brothers, Inc. as a director, officer employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not Toll
Brothers, Inc. would have the power to indemnify him against such liability
under law. Toll Brothers, Inc. has purchased directors' and officers' liability
insurance.

II-2

See also Article VIII of Toll Brothers Finance Corp.'s By-Laws which obligates
Toll Brothers Finance Corp. to indemnify its directors, officers, employees and
agents. Section 8-7 of Article VIII of Toll Brothers Finance Corp's Bylaws
further permits Toll Brothers Finance Corp. to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
Toll Brothers Finance Corp., or who is or was serving at the request of Toll
Brothers Finance Corp. as a director, officer employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not Toll Brothers Finance Corp.
would have the power to indemnify him against such liability under law. Toll
Brothers Finance Corp. has purchased directors' and officers' liability
insurance.

See Item 22 of this Part II for further information concerning
indemnification of directors, officers and controlling persons of Toll Brothers,
Inc. and Toll Brothers Finance Corp.

II-3

Item 21. ExhibitsExhibits++

3.1 Form of Articles of Incorporation for Guarantors incorporated
in the State of Arizona is hereby incorporated by reference to
Exhibit 3.1 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.2 Form of Articles of Organization for Guarantors organized in
the State of Arizona is hereby incorporated by reference to
Exhibit 3.2 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.3 Form of Articles of Incorporation for Guarantors incorporated
in the State of California is hereby incorporated by reference
to Exhibit 3.3 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.4 Form of Articles of Organization for Guarantors organized in
the State of California is hereby incorporated by reference to
Exhibit 3.4 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.5 Form of Certificate of Limited Partnership for Guarantors
organized in the State of California is hereby incorporated by
reference to Exhibit 3.5 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.6 Form of Articles of Incorporation for Guarantors incorporated
in the State of Colorado is hereby incorporated by reference
to Exhibit 3.6 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.7 Form of Certificate of Limited Partnership for Guarantors
organized in the State of Colorado is hereby incorporated by
reference to Exhibit 3.7 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.8 Form of Certificate of Limited Partnership for Guarantors
organized in the State of Connecticut is hereby incorporated
by reference to Exhibit 3.8 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.9 Form of the Certificate of Incorporation for Guarantors
incorporated in the State of Delaware is hereby incorporated
by reference to Exhibit 3.9 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.10 Form of Certificate of Formation for Guarantors organized in
the State of Delaware is hereby incorporated by reference to
Exhibit 3.10 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.11 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Delaware is hereby incorporated by
reference to Exhibit 3.11 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.12 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Florida is hereby incorporated by
reference to Exhibit 3.12 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.13 Form of Articles of Organization for the Guarantors organized
in the State of Florida is hereby incorporated by reference to
Exhibit 3.13 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.14 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Florida is hereby incorporated by
reference to Exhibit 3.14 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.15 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Illinois is hereby incorporated
by reference to Exhibit 3.15 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.16 Form of Articles of Organization for the Guarantors organized
in the State of Illinois is hereby incorporated by reference
to Exhibit 3.16 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.17 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Illinois is hereby incorporated by
reference to Exhibit 3.17 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.18 Form of Articles of Organization for the Guarantors organized
in the State of Maryland is hereby incorporated by reference
to Exhibit 3.18 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.19 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Maryland is hereby incorporated by
reference to Exhibit 3.19 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.20 Form of Certificate of Organization for the Guarantors
organized in the Commonwealth of Massachusetts is hereby
incorporated by reference to Exhibit 3.20 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.21 Form of Certificate of Limited Partnership for the Guarantors
organized in the Commonwealth of Massachusetts is hereby
incorporated by reference to Exhibit 3.21 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.22 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Michigan is hereby incorporated
by reference to Exhibit 3.22 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.23 Form of Articles of Organization for the Guarantors organized
in the State of Michigan is hereby incorporated by reference
to Exhibit 3.23 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.24 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Michigan is hereby incorporated by
reference to Exhibit 3.24 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.25 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Nevada is hereby incorporated by
reference to Exhibit 3.25 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.26 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Nevada is hereby incorporated by
reference to Exhibit 3.26 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.27 Form of Articles of Incorporation for the Guarantors
incorporated in the State of New Hampshire is hereby
incorporated by reference to Exhibit 3.27 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.28 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of New Hampshire is hereby incorporated
by reference to Exhibit 3.28 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.29 Form of Certificate of Formation for the Guarantors organized
in the State of New Jersey is hereby incorporated by reference
to Exhibit 3.29 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.30 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of New Jersey is hereby incorporated by
reference to Exhibit 3.30 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.31 Form of Certificate of Incorporation for the Guarantors
incorporated in the State of New York is hereby incorporated
by reference to Exhibit 3.31 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.32 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of New York is hereby incorporated by
reference to Exhibit 3.32 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.33 Form of Articles of Incorporation for the Guarantors
incorporated in the State of North Carolina is hereby
incorporated by reference to Exhibit 3.33 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.34 Form of Articles of Organization for the Guarantors organized
in the State of North Carolina is hereby incorporated by
reference to Exhibit 3.34 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.35 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of North Carolina is hereby
incorporated by reference to Exhibit 3.35 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.36 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Ohio is hereby incorporated by
reference to Exhibit 3.36 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.37 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Ohio is hereby incorporated by
reference to Exhibit 3.37 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.38 Form of Certificate of Articles of Incorporation for the
Guarantors incorporated in the Commonwealth of Pennsylvania is
hereby incorporated by reference to Exhibit 3.38 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.39 Form of Certificate of Organization for the Guarantors
organized in the Commonwealth of Pennsylvania is hereby
incorporated by reference to Exhibit 3.39 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.40 Form of Certificate of Limited Partnership for the Guarantors
organized in the Commonwealth of Pennsylvania is hereby
incorporated by reference to Exhibit 3.40 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.41 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Rhode Island is hereby
incorporated by reference to Exhibit 3.41 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.42 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Rhode Island is hereby incorporated
by reference to Exhibit 3.42 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.43 Form of Articles of Incorporation for the Guarantors
incorporated in the State of South Carolina is hereby
incorporated by reference to Exhibit 3.43 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.44 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of South Carolina is hereby
incorporated by reference to Exhibit 3.44 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.45 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Tennessee is hereby incorporated
by reference to Exhibit 3.45 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.46 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Tennessee is hereby incorporated by
reference to Exhibit 3.46 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.47 Form of Articles of Incorporation for the Guarantors
incorporated in the State of Texas is hereby incorporated by
reference to Exhibit 3.47 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.48 Form of Certificate of Limited Partnership for the Guarantors
organized in the State of Texas is hereby incorporated by
reference to Exhibit 3.48 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.49 Form of Articles of Organization for the Guarantors organized
in the Commonwealth of Virginia is hereby incorporated by
reference to Exhibit 3.49 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.50 Form of Certificate of Limited Partnership for the Guarantors
organized in the Commonwealth of Virginia is hereby
incorporated by reference to Exhibit 3.50 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.51 Form of Bylaws for the Guarantors is hereby incorporated by
reference to Exhibit 3.51 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.52 Form of Limited Liability Company Operating Agreement for the
Guarantors is hereby incorporated by reference to Exhibit 3.52
of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.53 Form of Limited Partnership Agreement for the Guarantors is
hereby incorporated by reference to Exhibit 3.53 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.54 Form of Limited Liability Company Agreement for C.B.A.Z.
Holding Company LLC, First Brandywine LLC I and First
Brandywine LLC II is hereby incorporated by reference to
Exhibit 3.54 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.55 Form of Certificate of Incorporation for Eastern States
Engineering, Inc. and Fairway Valley, Inc. is hereby
incorporated by reference to Exhibit 3.55 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.56 Form of Bylaws for Eastern States Engineering, Inc. and
Fairway Valley, Inc. is hereby incorporated by reference to
Exhibit 3.56 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.57 Form of Bylaws for TB Proprietary, L.P., Inc., Toll NJX-I
Corp., Toll NJX-II Corp., Toll NJX-III Corp. and Toll NJX-IV
Corp. is hereby incorporated by reference to Exhibit 3.57 of
Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.58 Form of Certificate of Incorporation for Toll Bros. of
Tennessee, Inc., Toll Management AZ Corp., Toll Management VA
Corp., Toll NJX-I Corp., Toll NJX-II Corp., Toll NJX-III
Corp., Toll NJX-IV Corp. and Toll VA Member Two, Inc. is
hereby incorporated by reference to Exhibit 3.58 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.59 Form of Bylaws for Toll Bros. of Tennessee, Inc., Toll
Management AZ Corp., Toll Management VA Corp. and Toll VA
Member Two, Inc. is hereby incorporated by reference to
Exhibit 3.59 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.60 Form of Articles of Organization for Big Branch Overbrook LLC
and Sapling Ridge, LLC is hereby incorporated by reference to
Exhibit 3.60 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.61 Form of Articles of Incorporation for HQZ Acquisitions, Inc.
and The Silverman Building Companies, Inc. is hereby
incorporated by reference to Exhibit 3.61 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.62 Form of Articles of Incorporation for Silverman Development
Company, Inc., SH Homes Corporation and SI Investment
Corporation is hereby incorporated by reference to Exhibit
3.62 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.63 Form of Articles of Incorporation for Polekoff Farm, Inc.,
Toll Bros., Inc., Toll Real Estate, Inc., Toll Land Corp. No.
6 and Windsor Development Corp. is hereby incorporated by
reference to Exhibit 3.63 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.64 Form of Bylaws for Polekoff Farm, Inc., Toll Bros., Inc., Toll
Land Corp. No. 6 and Windsor Development Corp. is hereby
incorporated by reference to Exhibit 3.64 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.65 Form of Certificate of Incorporation for Toll Realty Holdings
Corp. I, Toll Realty Holdings Corp. II and Toll Realty
Holdings Corp. III is hereby incorporated by reference to
Exhibit 3.65 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.66 Form of Bylaws for Toll Realty Holdings Corp. I, Toll Realty
Holdings Corp. II and Toll Realty Holdings Corp. III is hereby
incorporated by reference to Exhibit 3.66 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.67 Form of Operating Agreement for Brier Creek Country Club I LLC
and Brier Creek Country Club II LLC is hereby incorporated by
reference to Exhibit 3.67 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.68 Form of Operating Agreement for Belmont Country Club I LLC,
Belmont Country Club II LLC, Dominion Valley Country Club I,
LLC and Dominion Valley Country Club II, LLC is hereby
incorporated by reference to Exhibit 3.68 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.69 Form of Operating Agreement for Golf I Country Club Estates at
Moorpark LLC and Golf II Country Club Estates at Moorpark LLC
is hereby incorporated by reference to Exhibit 3.69 of
Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.70 Restated Certificate of Incorporation for Toll Brothers, Inc.
dated July 1, 1996, is hereby incorporated by reference to
Exhibit 3.1 of Toll Brothers, Inc.'s Form 10-Q for the quarter
ended January 31, 2002.

3.71 Amendment to the Restated Certificate of Incorporation for
Toll Brothers, Inc. dated March 7, 1989, is hereby
incorporated by reference to Exhibit 3.2 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended January 31, 2002.

3.72 Amendment to the Restated Certificate of Incorporation for
Toll Brothers, Inc. dated June 12, 1997, is hereby
incorporated by reference to Exhibit 3.4 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended January 31, 2002.

3.73 Amendment to the Restated Certificate of Incorporation for
Toll Brothers, Inc. dated January 8, 1998, is hereby
incorporated by reference to Exhibit 3.5 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended January 31, 2002.

3.74 Amendment to the Restated Certificate of Incorporation for
Toll Brothers, Inc. dated March 7, 2002, is hereby
incorporated by reference to Exhibit 3.6 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended January 31, 2002.

3.75 Amended and Restated Bylaws for Toll Brothers, Inc., are
hereby incorporated by reference to Exhibit 3 of Toll
Brothers, Inc.'s Current Report on Form 8-K dated March 28,
2003.

3.76 Certificate of Limited Partnership for Edmunds-Toll Limited
Partnership is hereby incorporated by reference to Exhibit
3.76 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.77 Articles of Incorporation for Toll YL, Inc. is hereby
incorporated by reference to Exhibit 3.77 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.78 Amended and Restated Certificate of Incorporation for First
Brandywine Finance Corp. is hereby incorporated by reference
to Exhibit 3.78 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16,
2003.

3.79 Agreement of Limited Partnership for First Brandywine
Partners, L.P. is hereby incorporated by reference to Exhibit
3.79 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.80 Limited Liability Company Agreement for Toll DE X, L.L.C. is
hereby incorporated by reference to Exhibit 3.80 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.81 Bylaws for Toll Philmont Corporation is hereby incorporated by
reference to Exhibit 3.81 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.82 Articles of Incorporation for Frenchman's Reserve Country
Club, Inc. is hereby incorporated by reference to Exhibit 3.82
of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.83 Bylaws for Frenchman's Club Reserve Country Club, Inc. is
hereby incorporated by reference to Exhibit 3.83 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.84 Amended and Restated Articles of Incorporation for Mizner
Country Club, Inc. is hereby incorporated by reference to
Exhibit 3.84 of Amendment No. 1 to the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission
by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.85 Bylaws for Mizner Country Club, Inc. is hereby incorporated by
reference to Exhibit 3.85 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.86 Articles of Organization for Naples Lakes Country Club, L.L.C.
is hereby incorporated by reference to Exhibit 3.86 of
Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.87 Operating Agreement for Naples Lakes Country Club, L.L.C. is
hereby incorporated by reference to Exhibit 3.87 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.88 Articles of Organization for Naples TBI Realty, LLC is hereby
incorporated by reference to Exhibit 3.88 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.89 Articles of Incorporation for Toll FL GP Corp. is hereby
incorporated by reference to Exhibit 3.89 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.90 Articles of Amendment for Feys Property LLC is hereby
incorporated by reference to Exhibit 3.90 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.91 Bylaws for Toll Peppertree, Inc. is hereby incorporated by
reference to Exhibit 3.91 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.92 Limited Partnership Certificate for Rose Hollow Crossing
Associates is hereby incorporated by reference to Exhibit 3.92
of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.93 Limited Partnership Agreement for Rose Hollow Crossing
Associates is hereby incorporated by reference to Exhibit 3.93
of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.94 Bylaws for Toll Brothers Real Estate, Inc. is hereby
incorporated by reference to Exhibit 3.94 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.95 Partnership Agreement for Toll Naval Associates is hereby
incorporated by reference to Exhibit 3.95 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.96 Bylaws for Toll PA GP Corp. is hereby incorporated by
reference to Exhibit 3.96 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.97* Form of Articles of Organization for Guarantors organized in
the State of Connecticut.

3.98* Form of Articles of Incorporation for Guarantors incorporated
in the State of Minnesota.

3.99* Form of Certificate of Limited Partnership for Guarantors
organized in the State of Minnesota.

3.100* Form of Certificate of Incorporation for Guarantors
incorporated in the State of New Jersey.

3.101* Form of Articles of Organization for Guarantors organized in
the State of New York.

3.102* Form of Public Records Filing For New Business Entity for Toll
Grove L.P. and Toll Marshall LP.

3.103* Articles of Incorporation for Mountain View Country Club, Inc.

3.104* Bylaws for Mountain View Country Club, Inc.

3.105* Form of Limited Liability Company Agreement for First
Brandywine LLC III and First Brandywine LLC IV.

4.1 Indenture dated as of November 22, 2002 between Toll Brothers
Finance Corp., as issuer, Toll Brothers, Inc. as guarantor,
and Bank One Trust Company, as Trustee, including form of
guarantee, is hereby incorporated by reference to Exhibit 4.1
of the Toll Brothers, Inc.'s Form 8-K filed with the
Securities and Exchange Commission on November 27, 2002.

4.2 Authorizing Resolutions, dated as of November 15, 2002,September 3, 2003,
relating to $300,000,000$250,000,000 principal amount of 6.875%5.95% Senior
Notes of Toll Brothers Finance Corp. due 2012,2013, guaranteed on a
senior basis by the Toll Brothers, Inc. and other subsidiaries
of Toll Brothers, Inc. is hereby incorporated by reference to
Exhibit 4.24.1 of Toll Brothers Inc.'s Form 8-K filed with the
Securities and Exchange Commission on November 27, 2002.September 29, 2003.

4.3 Registration Rights Agreement dated as of November 22, 2002September 3, 2003 by
and among Toll Brothers Finance Corp. and Toll Brothers, Inc.
and Salomon Smith Barney Inc., Banc of America
Securities LLC and Banc One CapitalCitigroup Global Markets Inc., as the
Initial Purchase Representatives is hereby incorporated by
Reference to Exhibit 4.34.2 of Toll Brothers, Inc,'s Form 10-Q
for8-K
filed with the quarter ended January 31,Securities and Exchange Commission on September
29, 2003.

5.1*+4.4 First Supplemental Indenture dated as of May 1, 2003 by and
among the parties listed on Exhibit A thereto and Bank One
Trust Company, National Association, as Trustee, is hereby
incorporated by reference to Exhibit 4.4 of Amendment No. 1 to
the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

4.5** Form of opinionSecond Supplemental Indenture dated as of October __,
2003 by and among the parties listed on Schedule A thereto and
Bank One Trust Company, National Association, as Trustee.

5.1** Form of Opinion of Wolf, Block, Schorr and Solis-Cohen LLP,
Philadelphia, Pennsylvania.

5.2*+* Form of opinionOpinion of Kenneth J. Gary, Esquire, Senior Vice
President and General Counsel of Toll Brothers, Inc.

10.1 Purchase Agreement dated November 15, 2002August 26, 2003 by and among, Toll
Brothers Finance Corp. and Toll Brothers, Inc. and Salomon Smith Barney Inc., Banc of America Securities LLC
and Banc One CapitalCitigroup
Global Markets Inc., as the Initial Purchase
Representatives is hereby incorporated by reference to
Exhibit 10.14.3 of Toll Brothers, Inc.'s Form 10-Q for8-K filed with the
quarter ended January 31,Securities and Exchange Commission on September 29, 2003.

10.2 Amended and Restated Credit Agreement by and among First
Huntingdon Finance Corp., Toll Brothers, Inc. and the lenders
which are parties thereto dated May 18, 2001, is hereby
incorporated by reference to Exhibit 10.3 of Toll Brothers,
Inc.'s Form 10-Q for the quarter ended April 30, 2001.

12* Statement Regarding Computation of Ratio of Earnings to Fixed
Charges.

21 Subsidiaries of Toll Brothers, Inc. is hereby incorporated by
reference to Exhibit 21 of Toll Brothers, Inc.'s Form 10-K for
the year ended October 31, 2002.

23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included
as part of Exhibit 5.1).

23.2 Consent of Kenneth J. Gary, Esquire (included as part of
Exhibit 5.2).

23.3* Consent of Independent Auditors.

24* Power of Attorney (included in signature pages hereto).

25* Statement of Eligibility and Qualification on Form T-1 of Bank
One Trust Company, National Association, as trustee of the
6.875%5.95% Senior Notes Due 20122013 of Toll Brothers Finance Corp.

99.1** Form of Letter of Transmittal.

99.2** Form of Notice of Guaranteed Delivery.

99.3** Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.

99.4** Form of Letter to DTC Participants.

99.5** Form of Letter to Beneficial Holders.

99.6** Form of Exchange Agent Agreement.

* Filed herewith

+ **This exhibit, as signed, will be filed by pre-effective amendment.
**To be++Where a jurisdiction is specified for a form of organizational or governing
document, such form is the document that is used, in substantially similar
form, by each of the Guarantors of corresponding entity type that is organized
in that jurisdiction, except with respect to any Guarantor for which that
Guarantor's actual organizational/governing documents, or forms of such
documents specifically identified as applicable to such Guarantor, are filed
by pre-effective amendment.

II-4herewith.

Item 22. Undertakings.

The undersigned registrants hereby undertakes

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to item 4, 10(b), 11 or 13 of this Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of this registration statement through the date responding to the request;

(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective;

(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being registered, the registrants will, unless
in the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(7) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

II-5

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll
Brothers Finance Corp. has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19,October 9, 2003.

TOLL BROTHERS FINANCE CORP.

By: /s/ Zvi Barzilay
--------------------------------------
Zvi Barzilay,
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- ------

/s/ Robert I. Toll Director
- ------------------------------------
Robert I. Toll

/s/ Zvi Barzilay President, Chief Operating Officer, Assistant
Secretary
- ------------------------------------ Secretary and Director (Principal Executive Officer)
Zvi Barzilay

/s/

Joel H. Rassman Executive Vice President, Treasurer, Chief Financial
- ------------------------------------ Officer, Assistant Secretary and Director (Principal
Joel H. Rassman Financial Officer)

/s/ Joseph R. Sicree Vice President, Chief Accounting Officer, and
Assistant
- ------------------------------------ Assistant Secretary (Principal Accounting Officer)
Joseph R. Sicree

II-6

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll
Brothers, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, Township of Lower
Moreland, Commonwealth of Pennsylvania, on March 19,October 9, 2003.

TOLL BROTHERS, INC.

By: /s/ Robert I. Toll
---------------------------------
Robert I. Toll,
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- ------

/s/
Robert I. Toll Chairman of the Board, Chief Executive Officer and
- ---------------------------------- Director (Principal Executive Officer)
Robert I. Toll

/s/ Bruce E. Toll Vice Chairman of the Board and Director
- ----------------------------------
Bruce E. Toll

/s/ Zvi Barzilay President, Chief Operating Officer and Director
- ----------------------------------
Zvi Barzilay

II-7

/s/

Robert S. Blank Director
- ------------------------------------
Robert S. Blank

/s/ Edward G. Boehne Director
- ------------------------------------
Edward G. Boehne

/s/ Richard J. Braemer Director
- ------------------------------------
Richard J. Braemer

/s/ Roger S. Hillas Director
- ------------------------------------
Roger S. Hillas

/s/ Carl B. Marbach Director
- ------------------------------------
Carl B. Marbach

/s/ Stephen A. Novick Director
- ------------------------------------
Stephen A. Novick

/s/

Joel H. Rassman Senior Vice President, Treasurer, Chief Financial
- ------------------------------------ Officer and Director (Principal Financial Officer)
Joel H. Rassman

/s/ Paul E. Shapiro Director
- ------------------------------------
Paul E. Shapiro

/s/

Joseph R. Sicree Vice President and Chief Accounting Officer
- ------------------------------------ (Principal Accounting Officer)
Joseph R. Sicree

II-8

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule I of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on the Schedule I of
Additional Registrants)

By: /s/ Zvi Barzilay
---------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule I of Additional Registrants
that are corporations or limited
liability companies and President of
the corporate general partner or
limited liability company general
partner of each Registrant listed on
Schedule I of Additional Registrants
that are limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19,October 9, 2003.

*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule I of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- --------- -----

/s/
Robert I. Toll Director (as to corporate Registrants)/Manager
- ----------------------------------------------------------------------- (as to limited liability company Registrants)
Robert I. Toll

II-9

/s/

Zvi Barzilay President, Chief Operating Officer, Assistant Secretary
- -------------------------------------- and Director (as to corporate Registrants)/Manager (as
Zvi Barzilay to limited liability company Registrants) (Principal
Executive Officer)

/s/

Joel H. Rassman Senior Vice President, Treasurer, Chief Financial
- -------------------------------------- Officer, Assistant Secretary and Director (as to
Joel H. Rassman corporate Registrants)/Manager (as to limited liability
company Registrants) (Principal Financial Officer)

/s/ Joseph R. Sicree Vice President, Chief Accounting Officer, and Assistant
- -------------------------------------- Secretary (Principal Accounting Officer)
Joseph R. Sicree

II-10

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule II of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on the Schedule II of
Additional Registrants)

By: /s/ Zvi Barzilay
---------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule II of Additional Registrants
that are corporations or limited
liability companies and President of the
corporate general partner of each
Registrant listed on Schedule II of
Additional Registrants that are limited
partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19,October 9, 2003.

* Except*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule II of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- --------- -----

II-11

/s/

/s/ Joseph R. Sicree Vice President, Chief Accounting Officer, and Assistant
- -------------------------------------- Secretary (Principal Accounting Officer)
Joseph R. Sicree

/s/

Douglas C. Yearley, Jr. Director (as to corporate Registrants)/Manager
- -------------------------------------- (as to limited liability company Registrants)
Douglas C. Yearley, Jr.

II-12

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule III of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule III of
Additional Registrants)

By: /s/ Michael Donnelly
-------------------------------------
Michael Donnelly,

President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Michael Donnelly President and Manager (Principal Executive Officer)
- ----------------------------------
Michael Donnelly

/s/ Ronald Blum Vice President and Manager
- ----------------------------------
Ronald Blum

/s/

Joseph Pease Treasurer, Secretary, and Manager (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Joseph Pease

II-13

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule IV of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed Schedule IV of
Additional Registrants Table IV)

By: /s/ Michael Donnelly
-----------------------------------
Michael Donnelly,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Michael Donnelly President and Manager (Principal Executive Officer)
- ----------------------------------
Michael Donnelly

/s/ Robert Fordham Vice President and Manager
- ----------------------------------
Robert Fordham

/s/ Roger DalalClay Cameron Treasurer, Secretary, and Manager (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Roger DalalClay Cameron

II-14

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Frenchman's
Reserve Country Club, Inc. has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Frenchman's Reserve Country Club, Inc.

By: /s/ Michael Donnelly
--------------------------------------
Michael Donnelly,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Michael Donnelly President and Director (Principal Executive Officer)
- ----------------------------------
Michael Donnelly

/s/ Ronald Blum Vice President and Director
- ----------------------------------
Ronald Blum

/s/ Robert Fordham Treasurer, Secretary, and Director (Principal
Financial
- ---------------------------------- Financial Officer) (Principal Accounting Officer)
RoertRobert Fordham

II-15

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Mizner Country
Club, Inc. has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Mizner Country Club, Inc.

By: /s/ Michael Donnelly
---------------------------------------
Michael Donnelly,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Michael Donnelly President and Director (Principal Executive Officer)
- ----------------------------------
Michael Donnelly

/s/ Robert Fordham Vice President and Director
- ----------------------------------
Robert Fordham

/s/ Joseph Pease Treasurer, Secretary, and Director (Principal
Financial
- ---------------------------------- Financial Officer) (Principal Accounting Officer)
Joseph Pease

II-16

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule V of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule V of
Additional Registrants)

By: /s/ John A. Oscar, Jr.
-------------------------------------
John A. Oscar, Jr.
President of each Registrant listed
on Schedule V of Additional
Registrants that are corporations or
limited liability companies and
President of the corporate general
partner of each Registrant listed on
Schedule V of Additional Registrants
that are limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19,October 9, 2003.

* Except*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule V of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated. Where the Registrant is a limited liability company, this
registration statement has been signed by the following persons on behalf of
such entities' corporate general partnermanager in the capacities indicated.

II-17

Signature Title
- --------- -----

/s/
John A. Oscar, Jr. President, Treasurer and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
John A. Oscar, Jr. Registrants) (Principal Executive Officer) (Principal
Financial Officer) (Principal Accounting Officer)

/s/ Joel H. Rassman Vice President and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Joel H. Rassman Registrants)

/s/ Gordon W. Stewart Secretary and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Gordon W. Stewart Registrants)

/s/

Mark J. Warshauer Assistant Secretary and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Mark J. Warshauer Registrants)

/s/ Ann Di FioreDiFiore Director (as to corporate Registrants)/Manager (as to
- ------------------------------------- limited liability company Registrants)
Ann DiFiore

II-18

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, C.B.A.Z.
Construction Company LLC has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19,October 9, 2003.

C.B.A.Z. Construction Company LLC

By: /s/ Wayne S. Patterson
----------------------------------
Wayne S. Patterson,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Wayne S. Patterson President and Manager (Principal Executive Officer)
- --------------------------------------
Wayne S. Patterson

/s/ Richard T. Hartman Vice President and Manager
- --------------------------------------
Richard T. Hartman

/s/

Charles W. Bowie Vice President, Secretary, Treasurer and Manager (Chief
- -------------------------------------- Financial Officer) (Chief Accounting Officer)
Charles W. Bowie

II-19

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VI of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule VI of
Additional Registrants)

By: /s/ Zvi Barzilay
---------------------------------------
Zvi Barzilay,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacitiescapacities* indicated on March 19,October 9, 2003.

*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule V of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated. Where the Registrant is a limited liability company, this
registration statement has been signed by the following persons on behalf of
such entities' corporate general partner in the capacities indicated.

Signature Title
- --------- -----

/s/
Zvi Barzilay President, Chief Operating Officer, Secretary and
- -------------------------------------- Director (Principal Executive Officer)
Zvi Barzilay

/s/

Joel H. Rassman Senior Vice President, Treasurer, Chief Financial
- -------------------------------------- Officer, Assistant Secretary and Director (Principal
Joel H. Rassman Financial Officer) (Principal Accounting Officer)

/s/ Robert I. Toll Director
- --------------------------------------
Robert I. Toll

II-20

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule VII of
Additional Registrants)

By: /s/ Zvi Barzilay
------------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule VII of Additional Registrants
that are corporations or limited liability
companies and President of the corporate
general partner of each Registrant listed
on Schedule VII of Additional Registrants
that are limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities*capacities indicated on March 19,October 9, 2003.

* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule VII of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

Signature Title
- --------- -----

/s/ Zvi Barzilay President,Pesident, Chief Operating Officer, Secretary and
- -------------------------------------------------------------------- Director (as to corporate Registrants)/Manager (as
Zvi Barzilay to limited liability company Registrants) (Principal
Executive Officer)
Zvi Barzilay

II-21

/s/

Joel H. Rassman Senior Vice President, Treasurer, Chief Financial
- ------------------------------------ Officer, Assistant Secretary and Director (Principal(as to
Joel H. Rassman corporate Registrants)/Manager (as to limited
liability company Registrants)(Principal Financial
Officer) (Principal Accounting Officer)

/s/ Robert I. Toll Director (as to corporate Registrants)/Manager (as
- ------------------------------------ to limited liability company Registrants)
Robert I. Toll

/s/

Douglas C. Yearley, Jr. Director (as to corporate Registrants)/Manager (as
- ------------------------------------ to limited liability company Registrants)
Douglas C. Yearley, Jr.

II-22

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VIII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule VIII
of Additional Registrants)

By: /s/ James Smith
------------------------------------------
James Smith,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
James Smith President and Manager (Principal Executive Officer)
- ------------------------------------
James Smith

/s/

Eric C. Pino Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------ Officer) (Principal Accounting Officer)
Eric C. Pino

/s/ Gordon R. Ivascu Vice President and Manager
- ------------------------------------
Gordon R. Ivascu

II-23

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule IX of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule IX
of Additional Registrants)

By: /s/ Thomas Anhut
-----------------------------------------
Thomas Anhut,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Thomas Anhut President and Manager (Principal Executive Officer)
- -------------------------------
Thomas Anhut

/s/

Richard Gannon Treasurer, Secretary and Manager (Principal Financial
- ------------------------------- Officer) (Principal Accounting Officer)
Richard Gannon

/s/ Brad Nelson Vice President and Manager
- ------------------------------
Brad Nelson

II-24

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule X of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule X of Additional
Registrants)

By: /s/ James Boyd
---------------------------------------------
James Boyd,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
James Boyd President and Manager (Principal Executive Officer)
- -------------------------------------
James Boyd

/s/

Michael Nix Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------- Officer) (Principal Accounting Officer)
Michael Nix

/s/ Craig Messi Vice President and Manager
- --------------------------------------
Craig Messi

II-25

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XI of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule XI
of Additional Registrants)

By: /s/ Gary Lemon
-----------------------------------------
Gary Lemon,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Gary Lemon President and Manager (Principal Executive Officer)
- ------------------------------------
Gary Lemon

/s/

James Kemp Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------ Officer) (Principal Accounting Officer)
James Kemp

/s/ Lee Dotson Vice President and Manager
- -------------------------------------
Lee Dotson

II-26

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Naples TBI
Realty, LLC has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Naples TBI Realty, LLC

By: /s/ Ralph Reinert
----------------------------------------
Ralph Reinert,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/ Ralph Reinert President (Principal Executive Officer)
- --------------------------------
Ralph Reinert

/s/ Kenneth Thirtyacre Vice President

- --------------------------------
Kenneth Thirtyacre

/s/ Helen Walker Manager
- --------------------------------
Helen Walker

II-27

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Naples
Lakes Country Club, L.L.C. has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Naples Lakes Country Club, L.L.C.

By: /s/ Ralph Reinert
----------------------------------------
Ralph Reinert,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Ralph Reinert Manager (Principal Executive Officer) (Principal
- -------------------------------- Financial Officer) (Principal Accounting Officer)
Ralph Reinert

II-28

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Martin
County Improvement Association LLC, has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Township of Lower Moreland, Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Martin County Improvement Association LLC

By: /s/ David Layman
----------------------------------------
David Layman,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
David Layman Manager (Principal Executive Officer) (Principal
- -------------------------------- Financial Officer) (Principal Accounting Officer)
David Layman

II-29

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Realty
L.L.C. has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Toll Realty L.L.C.

By: /s/ Brian Loftus
-----------------------
Brian Loftus,
Manager

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/ Kenneth Thirtyacre President (Principal Executive Officer)
- --------------------------------------
Kenneth Thirtyacre

/s/ Brian Loftus Manager
- --------------------------------------
Brian Loftus

/s/

James Manners Vice President
- --------------------------------------
James Manners

/s/

Ralph Reinert Secretary and Treasurer (Principal Financial Officer)
- -------------------------------------- (Principal Accounting Officer)
Ralph Reinert

II-30

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on the Schedule XII of Additional
Registrants)

By: /s/ Wayne S. Patterson
----------------------------------------------------------
Wayne S. Patterson,
President of each Registrant listed on Schedule IXII of
Additional Registrants that are corporations or limited
liability companies and President of the corporate general
partner of each Registrant listed on Schedule IXII of
Additional Registrants that are limited partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19,October 9, 2003.

* Except*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule XII of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.

II-31

Signature Title
- --------- -----

/s/ Wayne S. Patterson PresidentPesident and Director (Principal Executive Officer)
- --------------------------------
Wayne S. Patterson

/s/

Kenneth J. Gary Vice President, Secretary and Director
- --------------------------------
Kenneth J. Gary

II-32

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XIII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule XIII of
Additional Registrants)

By: /s/ Andrew Stern
---------------------------------------
Andrew Stern,
Manager

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Andrew Stern Manager (Principal Executive Officer) (Principal
- -------------------------------- Financial Officer) (Principal Accounting Officer)
Andrew Stern

II-33

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XIV of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule XIV
of Additional Registrants)

By: /s/ Wayne S. Patterson
---------------------------------------
Wayne S. Patterson,
Manager (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Wayne S. Patterson Manager (Principal Executive Officer) (Principal
- ---------------------------------------- Financial Officer) (Principal Accounting Officer)
Wayne S. Patterson

II-34

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XV of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule XV
of Additional Registrants)

By: /s/ John A. Oscar, Jr.
-------------------------------------------
John A. Oscar, Jr.,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19,October 9, 2003.

* Except*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule XII of Additional Registrants. Where the Registrant is a
limited liability company, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partnermanager in the
capacities indicated.

Signature Title
- --------- -----

/s/
John A. Oscar, Jr. President and Treasurer (Principal Executive Officer)
- ---------------------------------------
John A. Oscar, Jr.

/s/ Joel H. Rassman Vice President and Director (as to corporate
- --------------------------------------- Registrants)/Manager (as to limited liability company
Joel H. Rassman Registrants)

II-35

/s/ Gordon W. Stewart Secretary and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Gordon W. StewartJoel H. Rassman Registrants)

/s/ Edward JonesAnn DiFiore Director (as to corporate Registrants)/Manager (as to
- ------------------------------------- limited liability company Registrants)
Edward JonesAnn DiFiore

II-36

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, South
Riding Realty LLC has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Lower
Moreland, Commonwealth of Pennsylvania, on March 19,October 9, 2003.

South Riding Realty LLC

By: /s/ William Gilligan
------------------------------------------
William Gilligan,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
William Gilligan President and Manager (Principal Executive Officer)
- --------------------------------
William Gilligan

/s/ John Harris Vice President and Manager
- --------------------------------
John Harris

/s/

John Tsitos Secretary, Treasurer and Manager (Principal Financial
- -------------------------------- Officer) (Principal Accounting Officer)
John Tsitos

II-37

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVI of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule XVI
of Additional Registrants)

By: /s/ Robert Craig
---------------------------------------
Robert Craig,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
Robert Craig President and Manager (Principal Executive Officer)
- --------------------------------------
Robert Craig

/s/

Paul Luck Treasurer, Secretary and Manager (Principal Financial
- -------------------------------------- Officer) (Principal Accounting Officer)
Paul Luck

/s/ William Perry Vice President and Manager
- --------------------------------------
William Perry

II-38

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19,October 9, 2003.

Registrants (As Listed on Schedule XVII
of Additional Registrants)

By: /s/ John Gasque
------------------------------------------
John Gasque,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- -----

/s/
John Gasque President and Manager (Principal Executive Officer)
- -------------------------------------
John Gasque

/s/

Gregory Harold Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------- Officer) (Principal Accounting Officer)
Gregory Harold

/s/ Paul Eberz Vice President and Manager
- -------------------------------------
Paul Eberz

II-39

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Northville
Hills Golf Club LLC has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Farmington
Hills, state of Michigan, on March 19,October 9, 2003.

Northville Hills Golf Club LLC

By: /s/ Keith Anderson
-------------------------------------------------------------------------------------
Keith Anderson,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19,October 9, 2003.

Signature Title
- --------- ------

/s/
Keith Anderson President and Manager (Principal Executive
- ------------------------------------------------ Officer)
Keith Anderson

/s/ John Oberlin Vice President and Manager
- ------------------------------------------------
John Oberlin

/s/ William Bye Treasurer, Secretary, and Manager (Principal
Financial
- ------------------------------------------------ Financial Officer) (Principal Accounting Officer)
William Bye

II-40
SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Mountain
View Country Club, Inc. has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Common wealth of Pennsylvania, on October 9, 2003.

Mountain View Country Club, Inc.

By: Gary Lemon
---------------------------------------
Gary Lemon,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 9, 2003.

Signature Title
- --------- ------

Gary Lemon President and Director (Principal Executive
- ------------------------------------------------ Officer)
Gary Lemon

Joel H. Rassman Vice President (Principal Financial Officer)
- ------------------------------------------------ (Principal Accounting Officer)
Joel H. Rassman

Lee Dotson Vice President and Director
- ------------------------------------------------
Lee Dotson

James Kemp Treasurer, Secretary, and Director
- ------------------------------------------------
James Kemp

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVIII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on October 9, 2003.

Registrants (As Listed on Schedule XVIII
of Additional Registrants)

By: Kenneth J. Gary
------------------------------------------
Kenneth J. Gary,
President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 9, 2003.

Signature Title
- --------- -----

Kenneth J. Gary President and Secretary(Principal Executive Officer)
- -------------------------------------
Kenneth J. Gary

Joe Sicree Vice President (Principal Financial Officer)
- ------------------------------------- (Principal Accounting Officer)
Joe Sicree

Robert I. Toll Director
- -------------------------------------
Robert I. Toll

Zvi Barzillay Director
- -------------------------------------
Zvi Barzillay

Joel H. Rassman Director
- -------------------------------------
Joel H. Rassman

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XIX of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on October 9, 2003.

Registrants (As Listed on Schedule XIX of
Additional Registrants)

By: John A. Oscar, Jr.
-------------------------------------
John A. Oscar, Jr.
President of each Registrant listed
on Schedule XIX of Additional
Registrants that are corporations or
limited liability companies and
President of the corporate general
partner of each Registrant listed on
Schedule XIX of Additional
Registrants that are limited
partnerships.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 9, 2003.

Signature Title
- --------- -----

John A. Oscar, Jr. President, Treasurer and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
John A. Oscar, Jr. Registrants) (Principal Executive Officer) (Principal
Financial Officer) (Principal Accounting Officer)

Joel H. Rassman Vice President and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Joel H. Rassman Registrants)

Ann DiFiore Director (as to corporate Registrants)/Manager (as to
- ------------------------------------- limited liability company Registrants)
Ann DiFiore

Schedule I of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll Holdings, Inc.

Amwell Chase, Inc.

BBCC Investments, Inc.

Brentwood Investments I, Inc

Bunker Hill Estates, Inc.

Chesterbrooke, Inc.

Connecticut Land Corp

Daylesford Development Corp.

Eastern States Engineering, Inc.

Edmunds-Toll Construction Company

Fairway Valley, Inc.

First Huntingdon Finance Corp.

Franklin Farms G.P., Inc.

MA Limited Land Corporation

Maple Point, Inc.

Maryland Limited Land Corporation

Polekoff Farm, Inc.

Springfield Chase, Inc.

Stewarts Crossing, Inc.

Tampa Realty Associates, Inc.

Tenby Hunt, Inc.

Toll AZ GP Corp.

Toll Bros., Inc. (Pennsylvania)

Toll Bros., Inc. (Delaware)

Toll Bros., Inc. (Texas)

Toll Bros. of Arizona, Inc.

Toll Bros. of North Carolina, Inc.

Toll Bros. of North Carolina II, Inc.

Toll Bros. of North Carolina III, Inc.

II-41
Toll Brothers Real Estate, Inc.

Toll CA GP Corp.

Toll CO GP Corp.

Toll Corp.

Toll Finance Corp.

Toll FL GP Corp.

Toll IL GP Corp.

Toll Land Corp. No. 6

Toll Land Corp. No. 10

Toll Land Corp. No. 20

Toll Land Corp. No. 43

Toll Land Corp. No. 45

Toll Land Corp. No. 46

Toll Land Corp. No. 47

Toll Land Corp. No. 48

Toll Land Corp. No. 49

Toll Land Corp. No. 50

Toll Land Corp. No. 51

Toll Land Corp. No. 52

Toll Land Corp. No. 53

Toll Land Corp. No. 55

Toll Land Corp. No. 56

Toll Land Corp. No. 58

Toll Land Corp. No. 59

Toll Land Corp. No. 60

Toll MN GP Corp.

Toll NV GP Corp.

Toll NC GP Corp.

Toll OH GP Corp.

Toll PA GP Corp.

Toll PA II GP Corp.

Toll Peppertree, Inc.

Toll Philmont Corporation

II-42

Toll RI GP Corp.

Toll SC GP Corp.

Toll TN GP Corp.

Toll TX GP Corp.

Toll VA GP Corp.

Toll VA Member Two, Inc.

Toll Wood Corporation

Toll YL, Inc.

Valley Forge Conservation Holding GP Corp.

Warren Chase, Inc.

Windsor Development Corp.

Afton Chase, L.P.

Audubon Ridge, L.P.

BBCC Golf, L.P.

BBCC Investments, L.P.

Beaumont Chase, L.P.

Belmont Land, L.P.

Bennington Hunt, L.P.

Bernards Chase, L.P.

Binks Estates Limited Partnership

The Bird Estate Limited Partnership

Blue Bell Country Club, L.P.

Branchburg Ridge, L.P.

Brandywine River Estates, L.P.

Brass Castle Estates, L.P.

Brentwood Investments, L.P.

Bridle Estates, L.P.

Broad Run Associates, L.P.

Buckingham Woods, L.P.

Bucks County Country Club, L.P.

CC Estates Limited Partnership

Calabasas View, L.P.

II-43
Charlestown Hills, L.P.

Chesterbrooke Limited Partnership

Chesterfield Hunt, L.P.

Cobblestones at Thornbury, L.P.

Cold Spring Hunt, L.P.

Coleman-Toll Limited Partnership

Concord Chase, L.P.

Cortlandt Chase, L.P.

Delray Limited Partnership

Dolington Estates, L.P.

Dominion Country Club, L.P.

Eagle Farm Limited Partnership

Edmunds-Toll Limited Partnership

Eldorado Country Estates, L.P.

Estates at Autumnwood, L.P.

The Estates at Brooke Manor Limited Partnership

Estates at Coronado Pointe, L.P.

The Estates at Potomac Glen Limited Partnership

Estates at Princeton Junction, L.P.

Estates at Rivers Edge, L.P.

Estates at San Juan Capistrano, L.P.

The Estates at Summit Chase, L.P.

Fairfax Investment, L.P.

Fairfax Station Hunt, L.P.

Fair Lakes Chase, L.P.

Fairway Mews Limited Partnership

Farmwell Hunt, L.P.

Franklin Oaks Limited Partnership

Freehold Chase, L.P.

Great Falls Hunt, L.P.

Great Falls Woods, L.P.

Greens at Waynesborough, L.P.

II-44
Greenwich Chase, L.P.

Greenwich Station, L.P.

Hockessin Chase, L.P.

Holland Ridge, L.P.

Holliston Hunt Limited Partnership

Hopewell Hunt, L.P.

Huckins Farm Limited Partnership

Hunter Mill, L.P.

Hunterdon Chase, L.P.

Hunterdon Ridge, L.P.

Huntington Estates Limited Partnership

Hurley Ridge Limited Partnership

Independence Hill, L.P.

Kensington Woods Limited Partnership

Knolls of Birmingham, L.P.

Lakeridge, L.P.

Lakeway Hills Properties, L.P.

Laurel Creek, L.P.

Loudoun Valley Associates, L.P.

Mallard Lakes, L.P.

Manalapan Hunt, L.P.

Marshallton Chase, L.P.

Mill Road Estates, L.P.

Montgomery Chase, L.P.

Montgomery Oaks, L.P.

Moorestown Hunt, L.P.

Mount Kisco Chase, L.P.

NC Country Club Estates Limited Partnership

Newtown Chase Limited Partnership

Northampton Crest, L.P.

Northampton Preserve, L.P.

Patriots, L.P.

II-45

The Preserve Limited Partnership

The Preserve at Annapolis Limited Partnership

The Preserve at Boca Raton Limited Partnership

Preston Village Limited Partnership

Princeton Hunt, L.P.

Providence Limited Partnership

Providence Hunt, L.P.

Providence Plantation Limited Partnership

Regency at Dominion Valley, L.P.

River Crossing, L.P.

Rolling Greens, L.P.

Rose Tree Manor, L.P.

Seaside Estates Limited Partnership

Shrewsbury Hunt Limited Partnership

Somers Chase, L.P.

Somerset Development Limited Partnership

South Riding, L.P.

South Riding Partners, L.P.

Southlake Woods, L.P.

Southport Landing Limited Partnership

Springton Pointe, L.P.

Stone Mill Estates, L.P.

Stoney Ford Estates, L.P.

Swedesford Chase, L.P.

TBI/Heron Bay Limited Partnership

TBI/Naples Limited Partnership

TBI/Palm Beach Limited Partnership

Tenby Hunt, L.P.

Thornbury Knoll, L.P.

Toll at Brier Creek Limited Partnership

Toll at Daventry Park, L.P.

II-46

Toll at Payne Ranch, L.P.

Toll at Potomac Woods, L.P.

Toll at Princeton Walk, L.P.

Toll at Westlake, L.P.

Toll at Whippoorwill, L.P.

Toll Bros. of Tennessee, L.P.

Toll Brothers Maryland II Limited Partnership

Toll CA, L.P.

Toll CA II, L.P.

Toll CA III, L.P.

Toll CA IV, L.P.

Toll CA V, L.P.

Toll CA VI, L.P.

Toll CO, L.P.

Toll CT Limited Partnership

Toll CT II Limited Partnership

Toll CT Westport Limited Partnership

Toll Costa, L.P.

Toll-Dublin, L.P.

Toll Estero Limited Partnership

Toll FL Limited Partnership

Toll FL II Limited Partnership

Toll FL III Limited Partnership

Toll Ft. Myers Limited Partnership

Toll Grove LP

Toll IL, L.P.

Toll IL II, L.P.

Toll IL III, L.P.

Toll IL HWCC, L.P.

Toll Land Limited Partnership

Toll Land IV Limited Partnership

Toll Land V Limited Partnership

Toll Land VI Limited Partnership

Toll Land VII Limited Partnership

Toll Land VIII Limited Partnership

Toll Land IX Limited Partnership

II-47

Toll Land X Limited Partnership

Toll Land XI Limited Partnership

Toll Land XII Limited Partnership

Toll Land XIII Limited Partnership

Toll Land XIV Limited Partnership

Toll Land XV Limited Partnership

Toll Land XVI Limited Partnership

Toll Land XVII Limited Partnership

Toll Land XVIII Limited Partnership

Toll Land XIX Limited Partnership

Toll Land XX Limited Partnership

Toll Land XXI Limited Partnership

Toll Land XXII Limited Partnership

Toll Land XXIII Limited Partnership

Toll Land XXV Limited Partnership

Toll Land XXVI Limited Partnership

Toll Land XXVII Limited Partnership

Toll MD Limited Partnership

Toll MD II Limited Partnership

Toll MD III Limited Partnership

Toll MD IV Limited Partnership

Toll MD V Limited Partnership

Toll MN, L.P.

Toll Naples Limited Partnership

Toll Naval Associates

Toll NJ, L.P.

Toll NJ II, L.P.

Toll NJ III, L.P.

Toll NJ IV, L.P.

Toll NJ V, L.P.

Toll NJ VI, L.P.

Toll NV Limited Partnership

Toll PA, L.P.

Toll PA II, L.P.

II-48

Toll PA III, L.P.

Toll PA IV, L.P.

Toll PA V, L.P.

Toll PA VI, L.P.

Toll PA VII, L.P.

Toll Peppertree, L.P.

Toll Reston Associates, L.P.

Toll RI, L.P.

Toll RI II, L.P.

Toll SC, L.P.

Toll SC II, L.P.

Toll TX, L.P.

Toll TX II, L.P.

Toll VA, L.P.

Toll VA II, L.P.

Toll VA IV, L.P.

Toll VA V, L.P.

Toll Venice Limited Partnership

Toll YL, L.P.

Toll YL II, L.P.

Trumbull Hunt Limited Partnership

Uwchlan Woods, L.P.

Valley Forge Conservation Holding, L.P.

Valley Forge Woods, L.P.

Valley View Estates Limited Partnership

Village Partners, L.P.

Warwick Greene, L.P.

Warwick Woods, L.P.

Washington Greene Development, L.P.

West Amwell Limited Partnership

Whiteland Woods, L.P.

Wichita Chase, L.P.

II-49

Willowdale Crossing, L.P.

Wilson Concord, L.P.

Woodbury Estates, L.P.

The Woods at Highland Lakes, L.P.

The Woods at Long Valley, L.P.

The Woods at Muddy Branch Limited Partnership

Wrightstown Hunt, L.P.

Yardley Estates, L.P.

60 Industrial Parkway Cheektowaga, LLC

2301 Fallston Road LLC

Big Branch Overlook L.L.C.

Creeks Farm L.L.C.

Feys Property LLC

High Point at Hopewell, LLC

Hunts Bluff LLC

Long Meadows TBI, LLC

Nosan & Silverman Homes LLC

Regency at Denville LLC

Regency at Dominion Valley LLC

RiverCrest Sewer Company, LLC

Sapling Ridge, LLC

SR Amberlea LLC

Stoney Kill LLC

Toll Cedar Hunt LLC

Toll-Dublin, LLC

Toll Equipment, L.L.C.

Toll Glastonbury LLC

Toll NJ I, L.L.C.

Toll NJ II, L.L.C.

Toll Reston Associates, L.L.C.

Toll VA L.L.C

Toll VA III L.L.C.

Toll Van Wyck LLC

Virginia Construction Co. I, LLC

Virginia Construction Co. II, LLC

II-50

Schedule II of Additional Registrants
Exact Name of Registrant as Specified in its Charter

HQZ Acquisitions, Inc.

The Silverman Building Companies, Inc.

Silverman Development Company, Inc.

SH Homes Corporation

SI Investment Corporation

Toll MI GP Corp.

Cheltenham Estates Limited Partnership

Maple Creek Limited Partnership

Newport Ridge Limited Partnership

Silverman-Toll Limited Partnership

Timber Ridge Investment Limited Partnership

Toll MI Limited Partnership

Toll MI II Limtied Partnership

Toll MI III Limited Partnership

Toll Northville Limited Partnership

Toll Northville Golf Limited Partnership

Waldon Preserve Limited Partnership

Schedule III of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Frenchman's Reserve Realty, LLC

Mizner Realty, L.L.C.

Schedule IV of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Palm Cove Golf & Yacht Club I LLC

Palm Cove Golf & Yacht Club II LLC

Palm Cove Marina I LLC

Palm Cove Marina II LLC

II-51

Schedule V of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll NJX-I Corp.

Toll NJX-II Corp.

Toll DE X, LLC

TB Proprietary Corp.

First Brandywine Finance Corp.

First Brandywine Investment Corp II.

First Brandywine Investment Corp III

Toll Bros. of Tennessee, Inc.

Toll VA Member Two, Inc.

TB Proprietary LP, Inc.

TB Proprietary, L.P.

First Brandywine LLC I

First Brandywine LLC II

First Brandywine Partners, L.P.

Rose Hollow Crossing Associates

Schedule VI of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll Realty Holdings Corp. I

Toll Realty Holdings Corp. II

Toll NJ Builder I, L.P.

Schedule VII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll Realty Holdings Corp. III

Toll Brothers Realty Michigan II LLC

II-52

Schedule VIII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Belmont Country Club I LLC

Belmont Country Club II LLC

Schedule IX of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Brier Creek Country Club I LLC

Brier Creek Country Club II LLC

Schedule X of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Golf I Country Club Estates at Moorpark LLC

Golf II Country Club Estates at Moorpark LLC

Schedule XI of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Mountain View Country Club I LLC

Mountain View Country Club II LLC

Schedule XII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll NH Limited Partnership

Toll NH GP Corp.

Schedule XIII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

ELB Investments I LLC

ELB Investments II LLC

II-53

Schedule XIV of Additional Registrants
Exact Name of Registrant as Specified in its Charter

FC Investments I LLC

FC Investments II LLC

Schedule XV of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll Management AZ Corp.

Toll Management VA Corp.

C.B.A.Z. Holding Company LLC

First Brandywine Investment Corp. IV

Schedule XVI of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Dominion Valley Country Club I LLC

Dominion Valley Country Club II LLC

Schedule XVII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

The Regency Golf Club I LLC

The Regency Golf Club II LLC

II-54

Schedule XVIII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll PA Builder Corp.

Toll NJ Builder Corp.

Schedule XIX of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll NJX-I Corp.

Toll NJX-II Corp.

Toll NJX-III Corp.

Toll NJX-IV Corp.

Toll DE X, LLC

First Brandywine LLC III

First Brandywine LLC IV

Index To ExhibitsExhibits++

================================================================================

3.1 Form of Articles of Incorporation for Guarantors incorporated in the
State of Arizona is hereby incorporated by reference to Exhibit 3.1 of
Amendment No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the Additional Registrants identified therein
on June 16, 2003.

3.2 Form of Articles of Organization for Guarantors organized in the State
of Arizona is hereby incorporated by reference to Exhibit 3.2 of
Amendment No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the Additional Registrants identified therein
on June 16, 2003.

3.3 Form of Articles of Incorporation for Guarantors incorporated in the
State of California is hereby incorporated by reference to Exhibit 3.3
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.4 Form of Articles of Organization for Guarantors organized in the State
of California is hereby incorporated by reference to Exhibit 3.4 of
Amendment No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the Additional Registrants identified therein
on June 16, 2003.

3.5 Form of Certificate of Limited Partnership for Guarantors organized in
the State of California is hereby incorporated by reference to Exhibit
3.5 of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.6 Form of Articles of Incorporation for Guarantors incorporated in the
State of Colorado is hereby incorporated by reference to Exhibit 3.6 of
Amendment No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the Additional Registrants identified therein
on June 16, 2003.

3.7 Form of Certificate of Limited Partnership for Guarantors organized in
the State of Colorado is hereby incorporated by reference to Exhibit
3.7 of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.8 Form of Certificate of Limited Partnership for Guarantors organized in
the State of Connecticut is hereby incorporated by reference to Exhibit
3.8 of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.9 Form of the Certificate of Incorporation for Guarantors incorporated in
the State of Delaware is hereby incorporated by reference to Exhibit
3.9 of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.10 Form of Certificate of Formation for Guarantors organized in the State
of Delaware is hereby incorporated by reference to Exhibit 3.10 of
Amendment No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the Additional Registrants identified therein
on June 16, 2003.

3.11 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Delaware is hereby incorporated by reference to Exhibit
3.11 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.12 Form of Articles of Incorporation for the Guarantors incorporated in
the State of Florida is hereby incorporated by reference to Exhibit
3.12 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.13 Form of Articles of Organization for the Guarantors organized in the
State of Florida is hereby incorporated by reference to Exhibit 3.13 of
Amendment No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the Additional Registrants identified therein
on June 16, 2003.

3.14 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Florida is hereby incorporated by reference to Exhibit
3.14 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.15 Form of Articles of Incorporation for the Guarantors incorporated in
the State of Illinois is hereby incorporated by reference to Exhibit
3.15 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.16 Form of Articles of Organization for the Guarantors organized in the
State of Illinois is hereby incorporated by reference to Exhibit 3.16
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.17 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Illinois is hereby incorporated by reference to Exhibit
3.17 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.18 Form of Articles of Organization for the Guarantors organized in the
State of Maryland is hereby incorporated by reference to Exhibit 3.18
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.19 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Maryland is hereby incorporated by reference to Exhibit
3.19 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.20 Form of Certificate of Organization for the Guarantors organized in the
Commonwealth of Massachusetts is hereby incorporated by reference to
Exhibit 3.20 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.21 Form of Certificate of Limited Partnership for the Guarantors organized
in the Commonwealth of Massachusetts is hereby incorporated by
reference to Exhibit 3.21 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.22 Form of Articles of Incorporation for the Guarantors incorporated in
the State of Michigan is hereby incorporated by reference to Exhibit
3.22 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.23 Form of Articles of Organization for the Guarantors organized in the
State of Michigan is hereby incorporated by reference to Exhibit 3.23
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.24 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Michigan is hereby incorporated by reference to Exhibit
3.24 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.25 Form of Articles of Incorporation for the Guarantors incorporated in
the State of Nevada is hereby incorporated by reference to Exhibit 3.25
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.26 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Nevada is hereby incorporated by reference to Exhibit
3.26 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.27 Form of Articles of Incorporation for the Guarantors incorporated in
the State of New Hampshire is hereby incorporated by reference to
Exhibit 3.27 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.28 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of New Hampshire is hereby incorporated by reference to
Exhibit 3.28 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.29 Form of Certificate of Formation for the Guarantors organized in the
State of New Jersey is hereby incorporated by reference to Exhibit 3.29
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.30 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of New Jersey is hereby incorporated by reference to
Exhibit 3.30 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.31 Form of Certificate of Incorporation for the Guarantors incorporated in
the State of New York is hereby incorporated by reference to Exhibit
3.31 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.32 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of New York is hereby incorporated by reference to Exhibit
3.32 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.33 Form of Articles of Incorporation for the Guarantors incorporated in
the State of North Carolina is hereby incorporated by reference to
Exhibit 3.33 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.34 Form of Articles of Organization for the Guarantors organized in the
State of North Carolina is hereby incorporated by reference to Exhibit
3.34 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.35 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of North Carolina is hereby incorporated by reference to
Exhibit 3.35 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.36 Form of Articles of Incorporation for the Guarantors incorporated in
the State of Ohio is hereby incorporated by reference to Exhibit 3.36
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.37 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Ohio is hereby incorporated by reference to Exhibit
3.37 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.38 Form of Certificate of Articles of Incorporation for the Guarantors
incorporated in the Commonwealth of Pennsylvania is hereby incorporated
by reference to Exhibit 3.38 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.39 Form of Certificate of Organization for the Guarantors organized in the
Commonwealth of Pennsylvania is hereby incorporated by reference to
Exhibit 3.39 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.40 Form of Certificate of Limited Partnership for the Guarantors organized
in the Commonwealth of Pennsylvania is hereby incorporated by reference
to Exhibit 3.40 of Amendment No. 1 to the Registration Statement on
Form S-4, filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.41 Form of Articles of Incorporation for the Guarantors incorporated in
the State of Rhode Island is hereby incorporated by reference to
Exhibit 3.41 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.42 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Rhode Island is hereby incorporated by reference to
Exhibit 3.42 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.43 Form of Articles of Incorporation for the Guarantors incorporated in
the State of South Carolina is hereby incorporated by reference to
Exhibit 3.43 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.44 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of South Carolina is hereby incorporated by reference to
Exhibit 3.44 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.45 Form of Articles of Incorporation for the Guarantors incorporated in
the State of Tennessee is hereby incorporated by reference to Exhibit
3.45 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.46 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Tennessee is hereby incorporated by reference to
Exhibit 3.46 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.47 Form of Articles of Incorporation for the Guarantors incorporated in
the State of Texas is hereby incorporated by reference to Exhibit 3.47
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.48 Form of Certificate of Limited Partnership for the Guarantors organized
in the State of Texas is hereby incorporated by reference to Exhibit
3.48 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.49 Form of Articles of Organization for the Guarantors organized in the
Commonwealth of Virginia is hereby incorporated by reference to Exhibit
3.49 of Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.50 Form of Certificate of Limited Partnership for the Guarantors organized
in the Commonwealth of Virginia is hereby incorporated by reference to
Exhibit 3.50 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.51 Form of Bylaws for the Guarantors is hereby incorporated by reference
to Exhibit 3.51 of Amendment No. 1 to the Registration Statement on
Form S-4, filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.52 Form of Limited Liability Company Operating Agreement for the
Guarantors is hereby incorporated by reference to Exhibit 3.52 of
Amendment No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the Additional Registrants identified therein
on June 16, 2003.

3.53 Form of Limited Partnership Agreement for the Guarantors is hereby
incorporated by reference to Exhibit 3.53 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.54 Form of Limited Liability Company Agreement for C.B.A.Z. Holding
Company LLC, First Brandywine LLC I and First Brandywine LLC II is
hereby incorporated by reference to Exhibit 3.54 of Amendment No. 1 to
the Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.55 Form of Certificate of Incorporation for Eastern States Engineering,
Inc. and Fairway Valley, Inc. is hereby incorporated by reference to
Exhibit 3.55 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.56 Form of Bylaws for Eastern States Engineering, Inc. and Fairway Valley,
Inc. is hereby incorporated by reference to Exhibit 3.56 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified therein on
June 16, 2003.

3.57 Form of Bylaws for TB Proprietary, L.P., Inc., Toll NJX-I Corp., Toll
NJX-II Corp., Toll NJX-III Corp. and Toll NJX-IV Corp. is hereby
incorporated by reference to Exhibit 3.57 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.58 Form of Certificate of Incorporation for Toll Bros. of Tennessee, Inc.,
Toll Management AZ Corp., Toll Management VA Corp., Toll NJX-I Corp.,
Toll NJX-II Corp., Toll NJX-III Corp., Toll NJX-IV Corp. and Toll VA
Member Two, Inc. is hereby incorporated by reference to Exhibit 3.58 of
Amendment No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the Additional Registrants identified therein
on June 16, 2003.

3.59 Form of Bylaws for Toll Bros. of Tennessee, Inc., Toll Management AZ
Corp., Toll Management VA Corp. and Toll VA Member Two, Inc. is hereby
incorporated by reference to Exhibit 3.59 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.60 Form of Articles of Organization for Big Branch Overbrook LLC and
Sapling Ridge, LLC is hereby incorporated by reference to Exhibit 3.60
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.61 Form of Articles of Incorporation for HQZ Acquisitions, Inc. and The
Silverman Building Companies, Inc. is hereby incorporated by reference
to Exhibit 3.61 of Amendment No. 1 to the Registration Statement on
Form S-4, filed with the Securities and Exchange Commission by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Additional
Registrants identified therein on June 16, 2003.

3.62 Form of Articles of Incorporation for Silverman Development Company,
Inc., SH Homes Corporation and SI Investment Corporation is hereby
incorporated by reference to Exhibit 3.62 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.63 Form of Articles of Incorporation for Polekoff Farm, Inc., Toll Bros.,
Inc., Toll Real Estate, Inc., Toll Land Corp. No. 6 and Windsor
Development Corp. is hereby incorporated by reference to Exhibit 3.63
of Amendment No. 1 to the Registration Statement on Form S-4, filed
with the Securities and Exchange Commission by Toll Brothers Finance
Corp., Toll Brothers, Inc. and the Additional Registrants identified
therein on June 16, 2003.

3.64 Form of Bylaws for Polekoff Farm, Inc., Toll Bros., Inc., Toll Land
Corp. No. 6 and Windsor Development Corp. is hereby incorporated by
reference to Exhibit 3.64 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.65 Form of Certificate of Incorporation for Toll Realty Holdings Corp. I,
Toll Realty Holdings Corp. II and Toll Realty Holdings Corp. III is
hereby incorporated by reference to Exhibit 3.65 of Amendment No. 1 to
the Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.66 Form of Bylaws for Toll Realty Holdings Corp. I, Toll Realty Holdings
Corp. II and Toll Realty Holdings Corp. III is hereby incorporated by
reference to Exhibit 3.66 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.67 Form of Operating Agreement for Brier Creek Country Club I LLC and
Brier Creek Country Club II LLC is hereby incorporated by reference to
Exhibit 3.67 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.68 Form of Operating Agreement for Belmont Country Club I LLC, Belmont
Country Club II LLC, Dominion Valley Country Club I, LLC and Dominion
Valley Country Club II, LLC is hereby incorporated by reference to
Exhibit 3.68 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.69 Form of Operating Agreement for Golf I Country Club Estates at Moorpark
LLC and Golf II Country Club Estates at Moorpark LLC is hereby
incorporated by reference to Exhibit 3.69 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.70 Restated Certificate of Incorporation for Toll Brothers, Inc. dated
July 1, 1996, is hereby incorporated by reference to Exhibit 3.1 of
Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002.

3.71 Amendment to the Restated Certificate of Incorporation for Toll
Brothers, Inc. dated March 7, 1989, is hereby incorporated by reference
to Exhibit 3.2 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended
January 31, 2002.

3.72 Amendment to the Restated Certificate of Incorporation for Toll
Brothers, Inc. dated June 12, 1997, is hereby incorporated by reference
to Exhibit 3.4 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended
January 31, 2002.

3.73 Amendment to the Restated Certificate of Incorporation for Toll
Brothers, Inc. dated January 8, 1998, is hereby incorporated by
reference to Exhibit 3.5 of Toll Brothers, Inc.'s Form 10-Q for the
quarter ended January 31, 2002.

3.74 Amendment to the Restated Certificate of Incorporation for Toll
Brothers, Inc. dated March 7, 2002, is hereby incorporated by reference
to Exhibit 3.6 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended
January 31, 2002.

3.75 Amended and Restated Bylaws for Toll Brothers, Inc., are hereby
incorporated by reference to Exhibit 3 of Toll Brothers, Inc.'s Current
Report on Form 8-K dated March 28, 2003.

3.76 Certificate of Limited Partnership for Edmunds-Toll Limited Partnership
is hereby incorporated by reference to Exhibit 3.76 of Amendment No. 1
to the Registration Statement on Form S-4, filed with the Securities
and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers,
Inc. and the Additional Registrants identified therein on June 16,
2003.

3.77 Articles of Incorporation for Toll YL, Inc. is hereby incorporated by
reference to Exhibit 3.77 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.78 Amended and Restated Certificate of Incorporation for First Brandywine
Finance Corp. is hereby incorporated by reference to Exhibit 3.78 of
Amendment No. 1 to the Registration Statement on Form S-4, filed with
the Securities and Exchange Commission by Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the Additional Registrants identified therein
on June 16, 2003.

3.79 Agreement of Limited Partnership for First Brandywine Partners, L.P. is
hereby incorporated by reference to Exhibit 3.79 of Amendment No. 1 to
the Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.80 Limited Liability Company Agreement for Toll DE X, L.L.C. is hereby
incorporated by reference to Exhibit 3.80 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.81 Bylaws for Toll Philmont Corporation is hereby incorporated by
reference to Exhibit 3.81 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.82 Articles of Incorporation for Frenchman's Reserve Country Club, Inc. is
hereby incorporated by reference to Exhibit 3.82 of Amendment No. 1 to
the Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.83 Bylaws for Frenchman's Club Reserve Country Club, Inc. is hereby
incorporated by reference to Exhibit 3.83 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.84 Amended and Restated Articles of Incorporation for Mizner Country Club,
Inc. is hereby incorporated by reference to Exhibit 3.84 of Amendment
No. 1 to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission by Toll Brothers Finance Corp., Toll
Brothers, Inc. and the Additional Registrants identified therein on
June 16, 2003.

3.85 Bylaws for Mizner Country Club, Inc. is hereby incorporated by
reference to Exhibit 3.85 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.86 Articles of Organization for Naples Lakes Country Club, L.L.C. is
hereby incorporated by reference to Exhibit 3.86 of Amendment No. 1 to
the Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.87 Operating Agreement for Naples Lakes Country Club, L.L.C. is hereby
incorporated by reference to Exhibit 3.87 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.88 Articles of Organization for Naples TBI Realty, LLC is hereby
incorporated by reference to Exhibit 3.88 of Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.89 Articles of Incorporation for Toll FL GP Corp. is hereby incorporated
by reference to Exhibit 3.89 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.90 Articles of Amendment for Feys Property LLC is hereby incorporated by
reference to Exhibit 3.90 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.91 Bylaws for Toll Peppertree, Inc. is hereby incorporated by reference to
Exhibit 3.91 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.92 Limited Partnership Certificate for Rose Hollow Crossing Associates is
hereby incorporated by reference to Exhibit 3.92 of Amendment No. 1 to
the Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.93 Limited Partnership Agreement for Rose Hollow Crossing Associates is
hereby incorporated by reference to Exhibit 3.93 of Amendment No. 1 to
the Registration Statement on Form S-4, filed with the Securities and
Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc.
and the Additional Registrants identified therein on June 16, 2003.

3.94 Bylaws for Toll Brothers Real Estate, Inc. is hereby incorporated by
reference to Exhibit 3.94 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.95 Partnership Agreement for Toll Naval Associates is hereby incorporated
by reference to Exhibit 3.95 of Amendment No. 1 to the Registration
Statement on Form S-4, filed with the Securities and Exchange
Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the
Additional Registrants identified therein on June 16, 2003.

3.96 Bylaws for Toll PA GP Corp. is hereby incorporated by reference to
Exhibit 3.96 of Amendment No. 1 to the Registration Statement on Form
S-4, filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

3.97* Form of Articles of Organization for Guarantors organized in the State
of Connecticut.

3.98* Form of Articles of Incorporation for Guarantors incorporated in the
State of Minnesota.

3.99* Form of Certificate of Limited Partnership for Guarantors organized in
the State of Minnesota.

3.100* Form of Certificate of Incorporation for Guarantors incorporated in the
State of New Jersey.

3.101* Form of Articles of Organization for Guarantors organized in the State
of New York.

3.102* Form of Public Records Filing For New Business Entity for Toll Grove
L.P. and Toll Marshall LP.

3.103* Articles of Incorporation for Mountain View Country Club, Inc.

3.104* Bylaws for Mountain View Country Club, Inc.

3.105* Form of Limited Liability Company Agreement for First Brandywine LLC
III and First Brandywine LLC IV.

4.1 Indenture dated as of November 22, 2002 between Toll Brothers Finance
Corp., as issuer, Toll Brothers, Inc. as guarantor, and Bank One Trust
Company, as Trustee, including form of guarantee, is hereby
incorporated by reference to Exhibit 4.1 of the Toll Brothers, Inc.'s
Form 8-K filed with the Securities and Exchange Commission on November
27, 2002.

4.2 Authorizing Resolutions, dated as of November 15, 2002,September 3, 2003, relating to
$300,000,000$250,000,000 principal amount of 6.875%5.95% Senior Notes of Toll Brothers
Finance Corp. due 2012,2013, guaranteed on a senior basis by the Toll
Brothers, Inc. and other subsidiaries of Toll Brothers, Inc. is hereby
incorporated by reference to Exhibit 4.24.1 of Toll Brothers Inc.'s Form
8-K filed with the Securities and Exchange Commission on November 27, 2002.September 29,
2003.

4.3 Registration Rights Agreement dated as of November 22, 2002September 3, 2003 by and
among Toll Brothers Finance Corp. and Toll Brothers, Inc. and Salomon Smith Barney Inc., Banc of America
Securities LLC and Banc One CapitalCitigroup
Global Markets Inc., as the
Initial Purchase Representatives is hereby incorporated by Reference to Exhibit 4.34.2
of Toll Brothers, Inc,'s Form 10-Q
for8-K filed with the quarter ended January 31,Securities and
Exchange Commission on September 29, 2003.

5.1*+4.4 First Supplemental Indenture dated as of May 1, 2003 by and among the
parties listed on Exhibit A thereto and Bank One Trust Company,
National Association, as Trustee, is hereby incorporated by reference
to Exhibit 4.4 of Amendment No. 1 to the Registration Statement on Form
S-4 filed with the Securities and Exchange Commission by Toll Brothers
Finance Corp., Toll Brothers, Inc. and the Additional Registrants
identified therein on June 16, 2003.

4.5** Form of opinionSecond Supplemental Indenture dated as of October __, 2003 by
and among the parties listed on Schedule A thereto and Bank One Trust
Company, National Association, as Trustee.

5.1** Form of Opinion of Wolf, Block, Schorr and Solis-Cohen LLP,
Philadelphia, Pennsylvania.

5.2*+* Form of opinionOpinion of Kenneth J. Gary, Esquire, Senior Vice President and
General Counsel of Toll Brothers, Inc.

10.1 Purchase Agreement dated November 15, 2002August 26, 2003 by and among, Toll Brothers
Finance Corp. and Toll Brothers, Inc. and Salomon Smith Barney Inc., Banc of America Securities LLC
and Banc One CapitalCitigroup Global Markets Inc., as the Initial Purchase
Representatives
is hereby incorporated by reference to Exhibit 10.14.3 of Toll Brothers,
Inc.'s Form 10-Q for8-K filed with the quarter ended January 31,Securities and Exchange Commission on
September 29, 2003.

10.2 Amended and Restated Credit Agreement by and among First Huntingdon
Finance Corp., Toll Brothers, Inc. and the lenders which are parties
thereto dated May 18, 2001, is hereby incorporated by reference to
Exhibit 10.3 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended
April 30, 2001.

12* Statement Regarding Computation of Ratio of Earnings to Fixed Charges.

21 Subsidiaries of Toll Brothers, Inc. is hereby incorporated by reference
to Exhibit 21 of Toll Brothers, Inc.'s Form 10-K for the year ended
October 31, 2002.

23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included as part of
Exhibit 5.1).

23.2 Consent of Kenneth J. Gary, Esquire (included as part of Exhibit 5.2).

23.3* Consent of Independent Auditors.

24* Power of Attorney (included in signature pages hereto).

25* Statement of Eligibility and Qualification on Form T-1 of Bank One
Trust Company, National Association, as trustee of the 6.875%5.95% Senior
Notes Due 20122013 of Toll Brothers Finance Corp.

99.1** Form of Letter of Transmittal.

99.2** Form of Notice of Guaranteed Delivery.

99.3** Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

99.4** Form of Letter to DTC Participants.

99.5** Form of Letter to Beneficial Holders.

99.6** Form of Exchange Agent Agreement.

* Filed herewith