8-K/A

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

                           FORM 8-K/A
                        (Amendment No. 1)

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


                Date of Report: February 17, 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)
[x] 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))


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Explanatory Note

This amendment to our Current Report on Form 8-K dated February
17, 2005 is being filed for the sole purpose of correcting an
inadvertent error in our EDGAR submission that resulted in the
failure to properly designate the filing as a dual submission
of the 8-K as soliciting material pursuant to Rule 14a-12 under
the Exchange Act.

Item 8.01.     Other Events

     On February 17, 2005, Temple-Inland issued a press release
reporting that it received notice from certain affiliated
entities of Carl Icahn that the Icahn entities plan to nominate
candidates for the Board of Directors at the Company's 2005
annual meeting of stockholders.  A copy of the press release is
filed as an exhibit to this current report on form 8-K.

Item 9.01.     Financial Statements and Exhibits.

(c)  Exhibits.

     99.1 Press release issued by Temple-Inland reporting notice
          from a stockholder of intention to nominate candidates
          for the Board of Directors at the Company's 2005 annual
          meeting of stockholders.

                            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 17, 2005         By: /s/ M. Richard Warner
                                   ---------------------------
                                   Name:  M. Richard Warner
                                   Title: President


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                          EXHIBIT INDEX

Exhibit   Description                                       Page
- -------   -----------------------------------------------   ----
99.1      Press release issued by Temple-Inland reporting     4
          notice from a stockholder of intention to
          nominate candidates for the Board of Directors
          at the Company's 2005 annual meeting of
          stockholders

EX-99

                      [TEMPLE-INLAND LOGO]


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

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

          TEMPLE-INLAND INC. RECEIVES NOTICE OF INTENT
                      TO NOMINATE DIRECTORS


     AUSTIN, TEXAS, February 17, 2005 --  Temple-Inland Inc.
(NYSE: TIN) said today that it received notice from certain
affiliated entities of Carl Icahn that the Icahn entities plan to
nominate candidates for the Board of Directors at the Company's
2005 annual meeting of shareholders. These candidates would be in
opposition to three current directors nominated for re-election
to the Company's Board of Directors.  The Icahn entities have
indicated in the notice that they own a total of approximately
1.2 million shares of Temple-Inland common stock, or
approximately 2% of the stock outstanding.

     The Board of Directors and management continue to pursue a
well defined and communicated strategy, and reported
significantly improved results in 2004.  In February 2005, the
Board announced a 25% increase in its annual dividend, the third
consecutive annual increase; a repurchase of six million shares,
or over 10%, of its common stock; and a 2-for-1 stock split.  The
Company also paid a $1.00 per share special dividend in December
2004.  Over the past two years, the Company has created a total
return to shareholders of 94% from stock price appreciation and
dividends.  The Board and the Company remain confident that
execution of its strategy will continue to deliver long-term
value to shareholders.

     Temple-Inland plans to file a proxy statement with the SEC
soliciting proxies for use at the 2005 Annual Meeting of
Stockholders, and any adjournment or postponement thereof, to
vote in favor of a slate of directors to be nominated by the
Board of Directors and to vote on any other matters that properly
come before the 2005 Annual Meeting.  Temple-Inland and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies for the 2005 Annual Meeting.
Information regarding securities ownership by certain members of
the Board of Directors and certain members of management as of
March 10, 2004 is contained in Temple-Inland's definitive proxy
statement for the 2004 Annual Meeting of Stockholders, filed with
the SEC on March 19, 2004.  Additional information regarding our
directors and executive officers and their interests will be
included in 2005 Proxy Statement.  Temple-Inland stockholders
should read the 2005 Proxy Statement when it is filed with the
SEC (including any amendments to such document) because this
document will contain important information.  The 2005 Proxy
Statement (when filed), the 2004 Proxy Statement and other public




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filings made by Temple-Inland with the SEC are available without
charge from the SEC's website at www.sec.gov and from Temple-
Inland at www.templeinland.com.

     Temple-Inland has engaged D.F. King to assist it in
soliciting proxies from its stockholders.  Temple-Inland has
agreed to pay customary compensation to D.F. King for such
services and to indemnify D.F. King and certain related persons
against certain liabilities relating to or arising out of the
engagement.  Certain representatives of Citigroup Global Markets
Inc. and Goldman, Sachs & Co., financial advisors to Temple-
Inland, and directors, officers and employees of Temple-Inland
may solicit proxies for the 2005 Annual Meeting, although no
additional compensation will be paid in connection with any such
solicitation.

     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.