SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Hester Troy L

(Last)

(First)

(Middle)

1300 SOUTH MOPAC

(Street)

AUSTIN

78746

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007

4. If Amendment, Date of 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

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	02/06/2007	02/06/2007	M		2,168	A	$49.79	5,168⁽¹⁾	D
Common Stock	02/06/2007	02/06/2007	F		571⁽²⁾	D	$49.79	4,597⁽¹⁾	D
Common Stock								1,095⁽³⁾	I	By Trustee of 401(k) Plan⁽³⁾
Common Stock								335⁽³⁾	I	By Trustee of 401(k) Plan⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$27.66							02/01/2003	02/01/2012	Common Stock	6,000⁽⁴⁾		6,000	D
Option (right to buy)	$21.51							02/07/2004	02/07/2013	Common Stock	6,000⁽⁵⁾		6,000	D
Option (right to buy)	$30.02							02/06/2005	02/06/2014	Common Stock	5,000⁽⁶⁾		5,000	D
Option (right to buy)	$37.07							02/04/2006	02/04/2015	Common Stock	5,000⁽⁷⁾		5,000	D
Option (right to buy)	$46.2							02/03/2007	02/03/2016	Common Stock	5,125⁽⁸⁾		5,125	D
Restricted Shares	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	2,100⁽⁹⁾		2,100	D
Phantom Stock	$49.79⁽¹⁰⁾	02/06/2007	02/06/2007	M			2,168⁽¹¹⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	2,168⁽¹⁰⁾	$0.00	0⁽¹⁰⁾	D
Option (right to buy)	$50.9							02/02/2008⁽¹²⁾	02/02/2017⁽¹²⁾	Common Stock	5,125⁽¹²⁾		5,125⁽¹²⁾	D
Restricted Shares	⁽¹³⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	2,750⁽¹³⁾		2,750⁽¹³⁾	D

Explanation of Responses:

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. Shares withheld for tax purposes on vested 2004 restricted stock units award.

3. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.)

4. Options Vesting Schedule: Options Exercisable 1,500 - 02/01/2003; Options Exercisable 1,500 - 02/01/2004; Options Exercisable 1,500 - 02/01/2005; and Options Exercisable 1,500 - 02/01/2006

5. Options Vesting Schedule: Options Exercisable 1,500 - 02/07/2004; Options Exercisable 1,500 - 02/07/2005; Options Exercisable 1,500 - 02/07/2006; and Options Exercisable 1,500 - 02/07/2007

6. Options Vesting Schedule: Options Exercisable 1,250 - 02/06/2005; Options Exercisable 1,250 - 02/06/2006; Options Exercisable 1,250 - 02/06/2007; and Options Exercisable 1,250 - 02/06/2008

7. Options Vesting Schedule: Options Exercisable 1,250 - 02/04/2006; Options Exercisable 1,250 - 02/04/2007; Options Exercisable 1,250 - 02/04/2008; and Options Exercisable 1,250 - 02/04/2009

8. Options Vesting Schedule: Options Exercisable 1,281 - 02/03/2007; Options Exercisable 1,281 - 02/03/2008; Options Exercisable 1,281 - 02/03/2009; and Options Exercisable 1,282 - 02/03/2010

9. Restricted Shares granted on February 3, 2006 will vest effective February 3, 2009. Restricted Shares will be settled for cash based on the fair market value on the vesting date.

10. Phantom shares accrued under the fee deferral plan, which includes a dividend reinvestment feature, to be settled upon the reporting person's retirement. 02/06/2004 - 2,000 restricted stock units vest 100% at the end of 3 years if still employed.

11. Settlement of vested 2004 restricted stock units award for Temple-Inland Inc. common stock.

12. Options Vesting Schedule for Options Granted 02/02/2007 at an exercise price of $50.90: Options Exerciserable 02/02/2008 - 1,281; Options Exerciserable 02/02/2009 - 1,281; Options Exerciserable 02/02/2010 - 1,281; and Options Exerciserable 02/02/2011 - 1,282.

13. Restricted Shares granted on February 2, 2007 will vest effective February 2, 2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date.

Remarks:

	Signed by Leslie K. O'Neal on behalf of Troy Hester.	02/08/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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