SecProbe.io

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Mail Stop 7010

								December 12, 2005

Joel H. Rassman
Executive Vice President
Toll Brothers Finance Corp.
250 Gibraltar Road
Horsham, PA 19044

	Re:	Toll Brothers Finance Corp.
      Amendment No. 1 to Registration Statement on Form S-4
      Filed November 17, 2005
      File No. 333-128683
Form 10-K for Fiscal Year Ended October 31, 2004
Filed January 13, 2005
      	File No. 1-9186

Dear Mr. Rassman:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form S-4

General

1. We note your response to comments 3 and 9 of our letter dated
October 28, 2005.  Please confirm that your aggregate amount of
debt
outstanding has not changed materially since July 31, 2005.

Guarantor Financial Information

2. We have reviewed your response to prior comment 4.  Please note
that your current disclosure of 5.15% Senior Notes due 2015 in
your
Form 10-Q for the quarter ended July 31, 2005 does not satisfy the
requirements of Rule 3-10 of Regulation S-X because these
disclosures
are required to be in an audited footnote.  Therefore, as
previously
requested, please provide revised audited financial statements
such
that the issuance of the 5.15% Senior Notes due 2015 is addressed
and
the information required by Rule 3-10 of Regulation S-X (e.g.
confirm,
if true, that the subsidiaries who guarantee the 5.15% Senior
Notes
due 2015 are 100% owned and that their guarantees are full and
unconditional, joint and several) is presented in an audited
footnote.

3. Your response to prior comment 5 confirms that all of your
guarantor subsidiaries have been included in your financial
statements
as of October 31, 2004, except certain of the guarantor
subsidiaries
that were formed subsequent to October 31, 2004.  You also have
confirmed that separate financial statements for these
subsidiaries
are not required as the aggregate net book value of these
subsidiary
guarantors is less than 20% of the principal amount of the
securities
that you are registering.  We have the following additional
comments
in this regard.

* Please confirm that all of your guarantor subsidiaries that have
been included in your financial statements as of October 31, 2004
have
been included in those audited financial statements for at least
nine
months.  If any guarantor subsidiary has not been included in the
audited financial statements for at least nine months, address the
need to provide separate financial statements of such guarantor
subsidiaries as required by Rule 3-10(g) of Regulation S-X.
* As required by Rule 3-10(g)(ii) of Regulation S-X, you must also
confirm that the aggregate purchase price of any guarantor
subsidiary
who has not been included in your audited financial statements for
at
least nine months is less than 20% of the securities being
registered
or you must provide their respective financial statements.

Documents Incorporated by Reference, page i

4. We note that you have not updated for any documents to be
incorporated by reference since the date of your initial filing.
Please revise to specifically incorporate by reference all
required
documents and filings made with the Commission under Sections
13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934.  Please
note that your use of the language "after the date of this
prospectus"
is inconsistent with our guidance set forth in our July 1997
Manual of
Publicly Available Telephone Interpretations, at H.69.

Available Information, page ii

5. Please update the address of the Commission`s public reference
room.  See Item 11(c) of Form S-4.

Recent Developments, page 2

6. We note that you recently cut your sales forecast for fiscal
2006,
citing delayed openings for new developments and weakened demand
in
several markets. If material, please discuss any trends that you
are
aware of in this section that may affect your credit rating.

Certain Conditions to the Exchange Offer, page 35

7. We note your response to prior comment 13.  We continue to
believe
that all offer conditions, except those related to the receipt of
government regulatory approvals necessary to consummate the offer,
if
any, must be satisfied or waived at or before the expiration of
the
offer, not merely before acceptance of the outstanding notes for
exchange.  Therefore, please delete the phrase "or the exchange of
the
exchange notes for such old notes" in the sentence that precedes
the
bullet points.  In addition, please tell us when you anticipate
that
acceptance will take place.  We may have further comments based on
your response.

Form 10-K for the Fiscal Year Ended October 31, 2004

Critical Accounting Policies, page 16

8. We note your response to prior comment 18.  Due to the
subjectivity
and judgment necessary in applying FIN 46 and its relevance to
your
business, we repeat our comment to provide a critical accounting
policy that highlights the significant terms of these contracts,
specifically addressing why certain contracts require that you
recognize the land under such contracts and the related liability
on
your balance sheet.  In addition, you should:

* Address whether your analysis requires you to make material
assumptions and if so provide a discussion of each material
assumption
that you are required to make,
* Address whether there is any significant differences in the
terms of
your options versus agreements to purchase land, and
* Address whether, if you were required to recognize material
amounts
of land under these contracts and their related liability on your
balance sheet, what impact this accounting would have with regard
to
your material debt covenants.

Capital Resources and Liquidity, page 23

9. We note your response to prior comment 22.  We do not agree
with
your conclusion that your disclosure is consistent with GAAP.
Your
presentation of cash flows from operations before inventory growth
is
a non-GAAP measure as defined by Item 10(e) of Regulation S-K   In
addition, it is still unclear to us how any discussion of cash
flows
from operating activities before inventory additions is a
meaningful
measure of your liquidity, and therefore, we repeat our comment.
Notwithstanding the fact that you have several years` supply of
home
sites such that you do not need to buy home sites immediately to
replace the ones delivered, we note that (i) the home sites
required
the expenditure of cash in prior periods and (ii) you will
continue to
utilize cash to acquire home sites and incur inventory costs
related
to your homebuilding operations.  Please revise to delete such
discussion or provide a comprehensive discussion of this non-GAAP
measure, reconcile it to the most directly comparable GAAP
financial
measure, disclose the material limitations associated with use of
this
non-GAAP measure as compared to the most directly comparable GAAP
measure and the manner in which you compensate for these
limitations
when using the non-GAAP measure for your liquidity.  See question
13
of the SEC "Frequently Asked Questions Regarding the Use of Non-
GAAP
Financial Measures."

10. We note your response to prior comment 23 that your cash flow
from
investing and financing activities is readily apparent from the
face
of your financial statements and from your current disclosures.
However, we note that MD&A should not be a recitation of financial
statements, but rather a discussion and analysis of a company`s
business as seen through the eyes of those who manage that
business.
Therefore, we repeat our comment to expand your liquidity
discussion
to provide a comprehensive discussion of your cash flows from the
three major categories of the statements of cash flows from period
to
period.  Refer to Section IV. Liquidity and Capital Resources of
Release 33-8350 "Interpretation:  Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations" dated December 29, 2003.

Executive Compensation, page 26

11. We note your response to prior comment 27. Please tell us the
section and page in the proxy statement where you describe the
terms
of the Mr. Rassman`s employment agreement, and the bonus and other
compensation plans for the executive officers and directors.  We
note
the compensation committee is responsible for administering the
following plans: Toll Brothers, Inc. Cash Bonus Plan, the Toll
Brothers, Inc. Executive Officer Cash Bonus Plan, the Toll
Brothers,
Inc. Stock Award Deferral Plan, the Amended and Restated Stock
Option
Plan (1986), the Key Executives and Non-Employee Directors Stock
Option Plan (1993), the Stock Option and Incentive Plan (1995),
the
Stock Incentive Plan (1998), the Toll Brothers, Inc. Stock Award
Deferral Plan and the Supplemental Executive Retirement Plan. In
future filings, please consider organizing your disclosure under
separate headings for each agreement and plan.

Certain Transactions, page 26

12. We note your response to prior comment 29. Please provide us
your
analysis of why these agreements are not material contracts
required
to be filed under Item 601(b)(10)(A) of Regulation S-K.

Consolidated Statements of Cash Flows, page F-4

13. We note your response to comment 31.  We do not believe that
it is
appropriate to restate your statement of cash flows and provide
the
appropriate APB 20 disclosures in future filings.  In this regard,
we
note that the amount of distributions from unconsolidated is
quantitatively material to your cash flows from operating
activities.
Therefore, revise your historical financial statements to classify
the
distributions you received from your equity investees as inflows
of
cash from your operating activities and include the appropriate
APB 20
disclosures.

Stockholders` Equity, Changes in Stockholders` Equity, page F-12

14. We note your roll-forward table in response to comment 34.
Expand
your Changes in Stockholders` Equity table in Note 6 to separately
disclose proceeds from stock-based benefit plans and income tax
benefit related to options to allow your readers to more readily
understand the components of your equity in relation to the
amounts in
your cash flow statement.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions regarding accounting comments to
Ryan
Rohn at (202) 551-3739, or in his absence, to Jeanne Baker at
(202)
551-3691. Direct questions on other disclosure to Brigitte
Lippmann at
(202) 551-3713 or Lesli Sheppard at (202) 551-3708. In this
regard,
please do not hesitate to contact the undersigned at (202) 551-
3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mark K. Kessler, Esq.
	Wolf, Block, Schorr and Solis-Cohen LLP
	1650 Arch Street, 22nd Floor
	Philadelphia, PA 19103-2097

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Joel H. Rassman
Toll Brothers, Inc.
December 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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