FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Dordell Timothy P   2. Issuer Name and Ticker or Trading Symbol TORO CO [TTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Secretary, General Counsel (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH 3. Date of Earliest Transaction (Month/Day/Year) 11/06/2008 (Street) BLOOMINGTON, MN 55420-1196 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/06/2008   G   1,831.622 (1) D $ 0 855 D   Common Stock 11/06/2008   F   855 (2) D $ 31.27 0 D   Common Stock 11/06/2008   G   1,831.622 (1) A $ 0 1,831.622 I By Trust Common Stock               1.023 (3) I The Toro Company Investment, Savings & ESOP

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dordell Timothy P 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN 55420-1196			VP, Secretary, General Counsel

Signatures

TimothyPDordell		11/07/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(2)	Represents shares of common stock withheld for the payment of taxes in connection with the vesting on November 6, 2008, of the employment inducement grant of 2,620 restricted shares of common stock (the "Inducement Grant") awarded to the reporting person on November 6, 2006. The award of the Inducement Grant was previously reported on a Form 3 by the reporting person on November 6, 2006, and the terms of the Inducement Grant are described in Exhibit 10(c) to the issuer's Form 10-Q for the quarter ended February 2, 2007 and filed on March 13, 2007.
(1)	Represents the contribution to, and acquisition by, the Timothy P. Dordell Revocable Trust of shares of common stock acquired in connection with the vesting of the Inducement Grant (as defined below) (less the 855 shares of common stock withheld for the payment of taxes in connection with the vesting of the Inducement Grant, as described below, plus an aggregate of 66.622 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan (the "Plan") (which includes the following shares of common stock acquired by the reporting person under the Plan since November 28, 2007, the date of the last Form 4 filed by the reporting person: 8.126 shares of common stock acquired on January 11, 2008, 9.594 shares of common stock acquired on April 11, 2008, 13.088 shares of common stock acquired on July 11, 2008, and 12.503 shares of common stock acquired on October 17, 2008).
(3)	Includes the following shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP Plan: .003 shares of common stock acquired on January 11, 2008, .003 shares of common stock acquired on April 11, 2008, .005 shares of common stock acquired on July 11, 2008, and .005 shares of common stock acquired on October 17, 2008. Also includes an account adjustment (rounding) of .0007 shares of common stock.

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