==============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           _____________________

                                SCHEDULE TO
                               (Rule 14D-100)
         Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                   Of the Securities Exchange Act of 1934
                             (Amendment No. 11)
                           _____________________

                       GAYLORD CONTAINER CORPORATION
                     (Name of Subject Company (Issuer))

                   TEMPLE-INLAND ACQUISITION CORPORATION
                  an indirect, wholly-owned subsidiary of
                             TEMPLE-INLAND INC.
                    (Names of Filing Persons (Offerors))

              Class A Common Stock, par value $.0001 per share
       (Including the Associated Rights to Purchase Preferred Stock)
                       (Title of Class of Securities)

                                 368145108
                   (CUSIP Number of Class of Securities)

                          M. Richard Warner, Esq.
                             Temple-Inland Inc.
                           303 South Temple Drive
                              Diboll, TX 75941
                               (936) 829-5511
          (Name, Address and Telephone Number of Person Authorized
   To Receive Notices and Communications on Behalf of the Filing Persons)

                                  Copy to:

                         Stephen W. Hamilton, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                         1440 New York Avenue, N.W.
                           Washington, D.C. 20005
                               (202) 371-7000

| |     Check the box if the filing relates solely to preliminary
        communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which
the statement relates:

        |X|    third-party tender offer subject to Rule 14d-1.

        | |    issuer tender offer subject to Rule 13e-4.

        | |    going-private transaction subject to Rule 13e-3.

        | |    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer:       |X|

==============================================================================










         This Amendment No. 11 (this "Amendment"), amends and supplements
the Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission on September 28, 2001 (as amended, the "Schedule TO")
by Temple-Inland Acquisition Corporation, a Delaware corporation (the
"Purchaser"), and Temple-Inland Inc., a Delaware corporation (the
"Parent"), relating to the offer to purchase all outstanding shares of
Class A Common Stock, par value $.0001 per share (the "Common Stock"), of
Gaylord Container Corporation, a Delaware corporation (the "Company"),
including the associated rights to purchase preferred stock issued pursuant
to the Rights Agreement (as defined in the Offer to Purchase) (the "Rights"
and, together with the Common Stock, the "Shares"), at an original offer
price of $1.80 per Share, net to the seller in cash, without interest, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated September 28, 2001 (as amended and supplemented, the "Offer to
Purchase"), a copy of which is attached to and filed with the Schedule TO
as Exhibit (a)(1), and the Supplement to the Offer to Purchase, dated
December 3, 2001 (the "Supplement"), a copy of which is attached to and
filed with the Schedule TO as Exhibit (a)(14), and in the related revised
Letter of Transmittal (as amended and supplemented, the "Letter of
Transmittal," a copy of which is attached to and filed with the Schedule TO
as Exhibit (a)(15), which, together with the Offer to Purchase and the
Supplement, collectively constitute the "Offer"). The Offer is made
pursuant to an Agreement and Plan of Merger, dated as of September 27, 2001
(as amended by Amendment No. 1 thereto, dated as of November 30, 2001, the
"Merger Agreement"), among the Parent, the Purchaser and the Company, which
contemplates the merger (the "Merger") of the Purchaser with and into the
Company. Any capitalized term used and not otherwise defined herein shall
have the meaning ascribed to such term in the Offer to Purchase and the
Supplement.

         On December 3, 2001, the Purchaser amended the Offer by offering
to purchase all of the Shares at an amended price of $1.25 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase, as amended and
supplemented by the Supplement.

Item 1.         SUMMARY TERM SHEET,
Item 4.         TERMS OF THE TRANSACTION, AND
Item 11.        ADDITIONAL INFORMATION.

         Items 1, 4 and 11 of the Schedule TO are hereby amended and
supplemented to add the following thereto:

         The Offer and the Notes Tender Offers expired at midnight, New
York City time, on January 7, 2002. Pursuant to the terms of the Offer and
the Notes Tender Offers, the Purchaser and Parent have elected to not
accept for payment any of the Shares or Notes tendered under the Offer or
the Notes Tender Offers because the Minimum Note Condition was not
satisfied. All tendered Shares and Notes will be returned to their
respective holders in accordance with the procedures of the Depositary.
Because such minimum tender conditions were not satisfied, the Merger
Agreement between Parent, the Purchaser and the Company has been terminated
in accordance with its terms.

         On January 8, 2002, Parent issued a press release relating to the
expiration of the Offer and Notes Tender Offers. The full text of this
press release is attached hereto as Exhibit (a)(21) and is incorporated
herein by reference.

Item 12. EXHIBITS.

         Item 12 of the Schedule TO is hereby amended and supplemented by
adding the following exhibit thereto:

         (a)(21) Text of Press Release, dated January 8, 2002, issued by
Parent.





                                 SIGNATURES

         After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

                                          TEMPLE-INLAND INC.

                                          By:   /s/ M. Richard Warner
                                               -------------------------------
                                               Name:   M. Richard Warner
                                               Title:  Vice President and Chief
                                                       Administrative Officer

                                          TEMPLE-INLAND ACQUISITION CORPORATION

                                          By:   /s/ M. Richard Warner
                                               -------------------------------
                                               Name:   M. Richard Warner
                                               Title:  Vice President and Chief
                                                       Administrative Officer



Date: January 8, 2002






                                                                EXHIBIT (a)(21)


          TEMPLE-INLAND ANNOUNCES EXPIRATION OF TENDER OFFERS FOR
                       GAYLORD CONTAINER CORPORATION


         AUSTIN, TEXAS, January 8, 2002 - Temple-Inland announced today
that its tender offers for all outstanding shares of common stock and notes
of Gaylord Container Corporation (the "Company") have expired, in
accordance with the terms of the offers, at midnight on Monday, January 7,
2002, because the minimum tender conditions have not been satisfied.
Accordingly, Temple-Inland will not accept for payment and will not pay for
any tendered shares or notes. All tendered shares and notes will be
returned to their respective holders in accordance with the procedures of
Computershare Trust Company of New York, the depositary for the tender
offers. Because the minimum tender conditions were not satisfied, the
merger agreement between Temple-Inland and the Company has been terminated
in accordance with its terms.

         Temple-Inland has been advised by the depositary that as of
midnight on January 7, 2002, Company stockholders had tendered into the
equity offer 47,198,363 shares of common stock, representing approximately
84% of the Company's outstanding common stock. Further, Temple-Inland has
been advised by the depositary that as of midnight on January 7, 2002,
holders of the Company's notes had tendered into the debt offer notes
representing $42,779,000 aggregate principal amount of the 9-3/8% Senior
Notes due 2007, $59,639,500 aggregate principal amount of the 9-3/4% Senior
Notes due 2007, and $10,085,000 aggregate principal amount of the 9-7/8%
Senior Subordinated Notes due 2008.

         Temple-Inland is a major manufacturer of corrugated packaging and
building products, with a diversified financial services operation. The
company's 2.2 million acres of forestland are certified as managed in
compliance with ISO 14001 and in accordance with the Sustainable Forestry
Initiative (SFISM) program of the American Forest & Paper Association to
ensure forest management is conducted in a scientifically sound and traded
environmentally sensitive manner. Temple-Inland's common stock (TIN) is
on the New York Stock Exchange and the Pacific Exchange. Temple-Inland's
address on the World Wide Web is http://www.templeinland.com.

         This announcement is not an offer to purchase, a
         solicitation of an offer to purchase, or a solicitation of
         consents with respect to the common stock or notes of
         Gaylord. This release contains forward-looking statements
         that involve risks and uncertainties. The actual results
         achieved by 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 and its subsidiaries;
         competitive actions by other companies; changes in laws or
         regulations; and other factors, many of which are beyond
         the control of Temple-Inland and its subsidiaries.