8-K

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

                            FORM 8-K

                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                        _________________


                Date of Report: February 4, 2005
                (Date of earliest event reported)


                       TEMPLE-INLAND INC.
     (Exact Name of Registrant as Specified in its Charter)

      Delaware             001-08634             75-1903917
  (State or Other         (Commission           (IRS Employer
    Jurisdiction          File Number)       Identification No.)
 of Incorporation)


        1300 MoPac Expressway South, Austin, Texas 78746
  (Address of Principal Executive Offices, including Zip code)

                         (512) 434-5800
      (Registrant's telephone number, including area code)


                         Not Applicable
  (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the
     Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the
     Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b)
     under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c)
     under the Exchange Act (17 CFR 240. 13e-4(c))


2


Item 8.01.     Other Events

     On February 4, 2005, the Company issued two press releases,
both of which are filed as exhibits to this Current Report on
Form 8-K.  The first press release announced that the Board of
Directors had authorized the following actions:

     * A regular quarterly dividend of $0.45 per common share,
       payable on March 15, 2005, to shareholders of record on
       March 1, 2005;
     * The repurchase of up to six million shares of its common
       stock (twelve million shares after considering the stock
       split discussed below), which will be accomplished from
       time to time through open market or privately negotiated
       transactions; and
     * A two-for-one stock split effected in the form of a stock
       dividend for shareholders of record on March 1, 2005, the
       additional shares from which will be distributed on April
       1, 2005.

     The second press release announced that the Company
received notices from Carl Icahn and Icahn Partners Masters Fund
LP that each of them made a filing under the Hart-Scott-Rodino
Antitrust Improvements Act for clearance to acquire more than
$100 million, but less than $500 million, of Temple-Inland's
common stock.

Item 9.01.     Financial Statements and Exhibits.

(c)  Exhibits.

     99.1 Press release issued by the Company on February 4,
          2005, announcing an increase in the quarterly dividend,
          a stock repurchase program, and a two-for-one stock
          split.

     99.2 Press release issued by the Company on February 4,
          2005, announcing receipt of notices from Carl Icahn and
          Icahn Partners Masters Fund LP.


                            SIGNATURE

     Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                   TEMPLE-INLAND INC.


Date: February 4, 2005            By:  /s/ M. Richard Warner
                                     --------------------------
                                   Name:  M. Richard Warner
                                   Title: President


3

                          EXHIBIT INDEX

Exhibit   Description                                        Page
- -------   ------------------------------------------------   ----
99.1      Press release issued by the Company on February     4
          4, 2005, announcing an increase in the quarterly
          dividend, a stock repurchase program, and a two-
          for-one stock split.

99.2      Press release issued by the Company on February     6
          4, 2005, announcing receipt of notices from Carl
          Icahn and Icahn Partners Masters Fund LP.

EX-99

                    [TEMPLE-INLAND LOGO]


NEWS
RELEASE-------------------------------------------------------

FOR IMMEDIATE RELEASE
CONTACT: Chris L. Nines
         (512) 434-5587


             TEMPLE-INLAND INCREASES CASH DIVIDEND,
      APPROVES SHARE REPURCHASES AND ANNOUNCES STOCK SPLIT

     AUSTIN, TEXAS, February 4, 2005- At its regularly scheduled
meeting, the Board of Directors today declared a regular
quarterly dividend of $0.45 per common share, payable March 15,
2005, to shareholders of record March 1, 2005.  This $0.45 per
share dividend is a 25% increase over the prior quarterly
dividend of $0.36 per share, and is the third consecutive annual
dividend increase.  Temple-Inland paid a special dividend of
$1.00 per share in December 2004.

     Temple-Inland Inc. also announced today that its Board of
Directors has authorized the repurchase of up to six million
shares of its common stock (twelve million shares after
considering the stock split discussed below).  This represents
over 10% of the company's current outstanding shares.  The
repurchases will be accomplished from time to time through open
market or privately negotiated transactions.

     In addition to the dividend increase and share repurchase
authorization, the Board of Directors approved a two-for-one
stock split effected in the form of a stock dividend for
shareholders of record on March 1, 2005.  For every one share of
the Company's common stock held on the record date, the holder
will receive one additional share.  The additional shares
resulting from the split will be distributed on April 1, 2005.

     In announcing these decisions, Kenneth M. Jastrow, II,
chairman and chief executive officer of Temple-Inland Inc., said,
"The increase in quarterly dividend, share repurchase
authorization, and stock split reflect our Board's continued
confidence in our ability to deliver value to shareholders and
anticipated strong free cash flow generation."

     Temple-Inland Inc. is a major manufacturer of corrugated
packaging and forest products, with a diversified financial
services operation.  The Company's 2.0 million acres of
forestland are certified as managed in compliance with ISO 14001
and in accordance with the Sustainable Forestry Initiativer (SFI)
program of the American Forest & Paper Association to ensure
forest management is conducted in a scientifically sound and
environmentally sensitive manner.  Temple-Inland's common stock
(TIN) is traded on the New York Stock Exchange and the Pacific
Exchange.  Temple-Inland's address on the World Wide Web is
www.templeinland.com.


2


     This release contains forward-looking statements that
     involve risks and uncertainties.  The actual results of
     Temple-Inland may differ significantly from the results
     discussed in the forward-looking statements.  Factors
     that might cause such differences include general
     economic, market, or business conditions; the
     opportunities (or lack thereof) that may be presented
     to and pursued by Temple-Inland; the availability and
     price of raw materials; competitive actions by other
     companies; changes in laws or regulations; the accuracy
     of judgments and estimates concerning the integration
     of acquired operations and Temple-Inland's
     consolidation and supply chain initiatives; and other
     factors, many of which are beyond the control of Temple-
     Inland.

EX-99

                    [TEMPLE-INLAND LOGO]


NEWS
RELEASE-------------------------------------------------------

FOR IMMEDIATE RELEASE
CONTACT: Chris L. Nines
         (512) 434-5587


          TEMPLE-INLAND RECEIVES HSR NOTICE FROM ICAHN

     AUSTIN, TEXAS, February 4, 2005-- Temple-Inland Inc. today
announced that it has received notice that Carl Icahn and Icahn
Partners Masters Fund LP have each made a filing under the Hart-
Scott-Rodino Antitrust Improvements Act for clearance for each to
acquire more than $100 million, but less than $500 million, of
Temple-Inland's common stock.  Except for these notices, Temple-
Inland has not had any contact with Mr. Icahn or Icahn Partners
Masters Fund LP, and Temple-Inland has not been informed of any
purchases of Temple-Inland shares by Mr. Icahn or Icahn Partners
Masters Fund LP.

     Temple-Inland Inc. is a major manufacturer of corrugated
packaging and forest products, with a diversified financial
services operation.  The Company's 2.0 million acres of
forestland are certified as managed in compliance with ISO 14001
and in accordance with the Sustainable Forestry Initiativer (SFI)
program of the American Forest & Paper Association to ensure
forest management is conducted in a scientifically sound and
environmentally sensitive manner.  Temple-Inland's common stock
(TIN) is traded on the New York Stock Exchange and the Pacific
Exchange.  Temple-Inland's address on the World Wide Web is
www.templeinland.com.

     This release contains forward-looking statements that
     involve risks and uncertainties.  The actual results of
     Temple-Inland may differ significantly from the results
     discussed in the forward-looking statements.  Factors
     that might cause such differences include general
     economic, market, or business conditions; the
     opportunities (or lack thereof) that may be presented
     to and pursued by Temple-Inland; the availability and
     price of raw materials; competitive actions by other
     companies; changes in laws or regulations; the accuracy
     of judgments and estimates concerning the integration
     of acquired operations and Temple-Inland's
     consolidation and supply chain initiatives; and other
     factors, many of which are beyond the control of Temple-
     Inland.