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 * HOFFMAN MICHAEL J   2. Issuer Name and Ticker or Trading Symbol TORO CO [TTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chmn.,Pres & CEO (Last) (First) (Middle) 8111 LYNDALE AVENUE SOUTH 3. Date of Earliest Transaction (Month/Day/Year) 06/03/2008 (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 06/03/2008   G V 1,000 D $ 0 146,510.233 (1) D   Performance Share Units               45,461.137 (2) D   Common Stock               29,863.179 (3) I The Toro Company Investment, Savings & ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
HOFFMAN MICHAEL J 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN 55420-1196	X		Chmn.,Pres & CEO

Signatures

Stacy L. Bogart, Atty-In-Fact		06/06/2008
**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).
(3)	Includes the following Shares of Common Stock acquired by the reporting person since the date of his last report: 91.765 Shares of Common Stock acquired on January 11, 2008 and 108.43 Shares of Common Stock acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP Plan; and 68.0908 Shares of Common Stock acquired on February 28, 2008 through contributions to The Toro Company Investment, Savings & ESOP Plan. Also includes the reduction of 71.664 Shares of Common Stock resulting from a double counting error in the number of Shares of Common Stock acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP Plan.
(1)	Includes the following Shares of Common Stock acquired by the reporting person since the date of his last report: 450.459 Shares of Common Stock acquired on January 11, 2008 and 531.796 Shares of Common Stock acquired on April 11, 2008 under The Toro Company Dividend Reinvestment Plan.
(2)	Includes the following Performance Share Units acquired by the reporting person since the date of his last report: 143.42 Performance Share Units acquired on January 11, 2008 and 164.396 Performance Share Units acquired on April 11, 2008 under the dividend reinvestment feature of The Toro Company Deferred Plan for Officers; and 0.3322 Performance Share Units acquired through an account adjustment to the reporting person's account under The Toro Company Deferred Plan for Officers.

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