AMENDMENT TO THE
TOLL BROTHERS, INC.
STOCK INCENTIVE PLAN
(1998)

	WHEREAS, the Board has determined to permit limited transfers of stock options
granted pursuant to the Toll Brothers, Inc. Stock Incentive Plan (1998)
(the "1998 Plan"); and

	WHEREAS, the Board has determined to amend certain provisions relating to the
exercisability and vesting of stock options granted under the 1998 Plan to
clarify the discretion of the administrative committee to modify the provisions
concerning the continued exercisability and vesting of options following the
termination of employment or service of an optionee.

NOW, THEREFORE, effective March 22, 2001, the 1998 Plan is hereby amended, as
follows:

1. Section 6(f) of the 1998 Plan is modified by the addition of the following
language at the end of such section:

"Notwithstanding the foregoing, the Committee may permit a Non-qualified
Stock Option to be transferred by the Optionee in a transaction qualifying as a
"Family Transfer" (as hereinafter defined).  For these purposes, a Family
Transfer is a transfer of a Non-qualified Stock Option to any person qualifying
as a "family member," as term is defined in the General Instructions to Form
S-8 as published by the Securities and Exchange Commission ("Form S-8");
provided, however, that no transfer shall be treated as a Family Transfer if
the transfer would be treated as a transfer for value for purposes of Form S-8.
A "family member" for these purposes is any person or entity that is treated as
a family member for purposes of Form S-8, which defines family members as
including any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the employees household (other than
a tenant or employee), a trust in which these persons have more than fifty
percent of the beneficial interest, a foundation in which these persons (or
the employee) control the management of assets, and any other entity in which
these persons (or the employee) own more than fifty percent of the voting
interests."













2. The last paragraph of Section 6(d) of the 1998 Plan, immediately following
the end of subparagraph 6(d)(vi), is revised in its entirety to read:

"Notwithstanding the foregoing, the Committee may, at its discretion, provide
in an Option Document, either at the time of grant or at a later date by
amendment thereto, (a) for an Option to be exercisable beyond the date it
would otherwise terminate pursuant to the other provisions of this Section
6(d) (provided, however, that no such continued period of exercisability may
extend beyond the expiration date specified in the Option Document); (b) for
the continued increase in exercisability of an Option beyond the termination
of the Optoinee's employment or service with the Company or any of its
Affiliates; and (c) such terms and conditions as it deems appropriate in order
for any such continued and/or increased exercisability to be effective. If the
Committee does not, however, include in an Option Document any such
provisions concerning exercisability of an Option following the termination of
employment or service of an Optionee, the Option shall be exercisable during
any period following the termination of employment or service of an Optionee
only to the extent such Option was exercisable immediately prior to the date
such Optionee's service or employment terminated."

	3.	In all other respects, the 1998 Plan is continued in full force and effect.



amsop98.doc