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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

o 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* (Last, First, Middle)	2.	Issuer Name and Ticker or Trading Symbol				3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	Reed, W. Allen		Temple-Inland Inc. (TIN)
	767 Fifth Avenue	4.	Statement for Month/Day/Year				5.	If Amendment, Date of Original (Month/Day/Year)
			11/01/2002
	(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)				7.	Individual or Joint/Group Filing (Check Applicable Line)
	New York, NY 10153 (City)                (State)           (Zip)		x	Director	o	10% Owner		x	Form filed by One Reporting Person
			o	Officer (give title below)				o	Form filed by More than One Reporting Person
			o	Other (specify below)

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).

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 Transactions(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

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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)

Code

V

(A)

(D)

Option (right to buy)

$55.28

Option (right to buy)

$37.78

Option (right to buy)

$51.30

Option (right to buy)

$55.32

Phantom Shares

1-for-1

11/01/2002

11/01/2002

A

226

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)

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)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

02/04/2001

02/04/2010

Common Stock

1,000

02/04/2004

02/04/2010

Common Stock

1,500

02/04/2005

02/04/2010

Common Stock

2,500

02/04/2006

02/04/2010

Common Stock

2,500

02/04/2007

02/04/2010

Common Stock

2,500

10,000

D

02/04/2001

02/04/2015

Common Stock

2,000

2,000

D

02/02/2002

02/02/2011

Common Stock

400

02/02/2003

02/02/2011

Common Stock

400

02/02/2004

02/02/2011

Common Stock

200

1,000

D

02/02/2003

02/02/2012

Common Stock

400

02/02/2004

02/02/2012

Common Stock

400

02/02/2005

02/02/2012

Common Stock

200

1,000

D

(1)

(1)

Common Stock

5,009

(1)

5,009 (1)

D

Explanation of Responses:

(1) Phantom shares accrued under the Temple-Inland Inc. Directors' Fee Deferral Plan, which includes a dividend reinvestment feature, to be settled upon the reporting person's retirement.

Leslie K. O'Neal on behalf of W. Allen Reed	11/04/2002
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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