Edgar Filing: TEMPLE INLAND INC

Ownership Submission

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 ^*

TEMPLE ARTHUR III

2. Issuer Name and Ticker or Trading Symbol
TEMPLE INLAND INC [TIN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1300 S. MOPAC

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2005

(Street)

AUSTIN, TX 78746

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								5,006 ⁽¹⁾ ⁽²⁾	D
Common Stock								333,526 ⁽²⁾	I	Partner ⁽³⁾
Common Stock								2,000 ⁽²⁾	I	By Wife
Common Stock								117,000 ⁽²⁾	I	Trust ⁽⁴⁾
Common Stock								134,460 ⁽²⁾	I	Trustee ⁽⁵⁾
Common Stock								157,380 ⁽²⁾	I	Trust ⁽⁶⁾
Common Stock								5,304 ⁽²⁾	I	Trustee ⁽⁷⁾
Common Stock								5,304 ⁽²⁾	I	Trustee ⁽⁸⁾
Common Stock								4,254 ⁽²⁾	I	Trustee ⁽⁹⁾
Common Stock								5,304 ⁽²⁾	I	Trustee ⁽¹⁰⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 17.52

01/02/1999

01/02/2013

Common Stock

4,000

4,000 ⁽²⁾

Option (right to buy)

$ 21.39

01/04/2000

01/04/2014

Common Stock

4,000

4,000 ⁽²⁾

Option (right to buy)

$ 29.63

02/05/2000

02/05/2009

Common Stock

10,000 ⁽¹¹⁾

10,000 ⁽²⁾

Option (right to buy)

$ 23.71

01/03/2001

01/03/2015

Common Stock

4,000

4,000 ⁽²⁾

Phantom Shares

$ 34.89

05/06/2005

269

05/02/2014⁽¹²⁾

05/02/2029⁽¹²⁾

Common Stock

269 ⁽¹²⁾

$ 0

28,239 ⁽²⁾ ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TEMPLE ARTHUR III 1300 S. MOPAC AUSTIN, TX 78746	X

Signatures

Leslie K. O'Neal signed on behalf of Arthur Temple III		05/10/2005
^**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).
(1)	In accordance with the Shareholder Rights Plan adopted by the Company on February 9, 1999, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.
(2)	All amounts have been adjusted to reflect a 2-for-1 stock split on April 1, 2005.
(3)	By Temple Interests, L.P., a limited partnership of which Reporting Person is a general partner. Temple Interests, L.P. owns 166,763 shares in portfolio securities. Reporting Person disclaims beneficial owenership of any shares in which he does not have a pecuniary interest.
(4)	By Katherine Sage Temple Intervivos Trust for Arthur Temple and Arthur Temple III.
(5)	By self as Trustee for Arthur Temple and Mary Temple Denman Trust Part II: Mary Temple Denman.
(6)	By Arthur Temple III Testamentary Trust (Katherine Sage Temple).
(7)	By self as Trustee for Arthur Temple III, Trustee of the Arthur Temple III Childrens' 1982 Trust, UTA Dated 12/06/1982 FBO-John Clark Hurst, Jr.
(8)	By self as Trustee for Arthur Temple III, Trustee of the Arthur Temple III Childrens' 1982 Trust, UTA Dated 12/06/1982 FBO - Whitney Sage Temple.
(9)	By self as Trustee for Arthur Temple III, Trustee of the Arthur Temple III Childrens' 1982 Trust, UTA Dated 12/06/1982 FBO - Susan Helen Temple.
(10)	By self as Trustee for Arthur Temple III, Trustee of the Arthur Temple III Childrens' 1982 Trust, UTA Dated 12/06/1982 FBO - Hannah Lea Temple.
(11)	Option Vesting Schedule: Options Exercisable 02/05/2000 - 4,000; Options Exercisable 02/05/2001 - 4,000; Options Exercisable 02/05/2002 - 2,000;
(12)	Phantom shares accrued under a Company plan, which includes a dividend reinvestment feature, to be settled upon the reporting person's retirement.

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