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     [TEMPLE-INLAND LOGO]
     Grant F. Adamson
Assistant General Counsel
1300 South MoPac

Austin, Texas 78746

Phone: (512) 434-3745

Telecopier: (512) 434-8051

March
23, 2005

VIA EDGAR AND FACSIMILE

Daniel F. Duchovny, Esq.
Office
of Mergers and Acquisitions
U.S. Securities and Exchange Commission
Division of
Corporation Finance
Washington, D.C. 20549-0405

     Re:
     Temple-Inland Inc.

     Revised Preliminary Proxy Statement on Schedule 14A

     Filed March 16, 2005

     Supplemental Response Letter Dated March 16, 2005

       re: Solicting Material Pursuant to Rule 14a-12

     Filed March 16, 2005

     File No. 001-08634

Dear Mr. Duchovny:

        This
letter is in response to the written comments received from the staff of the Division of
Corporation Finance contained in the letter dated March 23, 2005, regarding the above
referenced filings (the “Comment Letter”). A copy of the Comment Letter is
attached for your reference. Our responses correspond to the numbering in the Comment
Letter with a brief summary of the comment used as a caption.

        We
understand and appreciate the purpose of your review, and appreciate the promptness of
your response.

     1.
          We note your response to prior comment 8(a) of our letter dated March 8,
          2005, whereby different companies are used as a basis for assessing the
          compensation for different executive officers. Please explain to readers the
          basis for such different treatment.

        We
have modified the paragraph of the Report of the Compensation Committee referred to by
this comment to address your concern. The text of the revised paragraph, with changes
marked, is set forth below:

        Base
Salary. Base salaries are maintained at competitive levels considering the performance
and longevity of the employee’s service. To ensure that the Company’s
compensation remains competitive, the Committee from time to time reviews information from
independent surveys of comparative companies. Since the market for executive talent
extends beyond any particular industry, the survey data include both companies in the
industry as well as companies outside the industrial classifications represented in the
performance graph below. For example, in 2004 the group of comparative companies for all
of the executives except Mr. Dubuque included Bemis Company, Inc., Boise Cascade
Corporation, Georgia-Pacific Corporation, International Paper Company, Martin Marietta
Materials, Inc., MeadWestvaco Corporation, Owens Corning, Packaging Corporation of
America, Pactiv Corporation, Potlatch Corporation, PPG Industries, Inc., Rohm and Haas
Company, Smurfit-Stone Container Corporation, Sonoco Products Company, Texas Industries,
Inc., Trinity Industries, Inc., Vulcan Materials Company, and Weyerhaeuser Company. In the
case of Mr. Dubuque, who is the Group Vice President for Financial Services, the Committee
believes that the group of comparative companies should include financial services
companies rather than the industrial companies listed above. The group of comparative
companies for Mr. Dubuque’s position included Astoria Financial Corporation, Bank of
Hawaii, Banknorth Group, Inc., Capital One Financial Corporation, Commerce Bancshares,
Inc., Compass Bank, First Tennessee National Corporation, Huntington Bancshares
Incorporated, M & T Bank Corporation, Marshall & Ilsley Corporation, National
Commerce Financial, Providian Financial Corporation, Synovus Financial Corporation, and
Zions Bancorporation. The compensation consultant uses data from these companies to
establish the relationship between revenues and compensation from which a market value of
pay can be calculated for a specific revenue size, using a statistical technique known as
regression analysis. Surveys indicate base salaries for most of the Company’s named
executive officers were generally in the mid-ranges. Base salaries are reviewed
periodically and were increased in 2004 to remain competitive to the mid-range and to
reflect changes in individual officers’ responsibilities. In making its salary
decisions, the Committee places its emphasis on the particular executive’s
experience, responsibilities, and performance. No specific formula is applied to determine
the weight of each factor. However, the Company has historically followed a policy of
using the incentive bonus rather than base salary to reward outstanding performance.

     2.
          We note that your response to prior comment 2(c) and (g) of our letter
          dated March 15, 2005. Ensure that your future disclosure clarifies the context
          for any statistical information and provides the source of that information. For
          example, explain the manner in which you “outpaced the industry” for
          six consecutive quarters.

        We
understand your concern expressed in this comment. In any future materials, we will note
the source and context of similar statistical information. For example, in connection with
the disclosure regarding our company outpacing the industry, we would note that we are
basing that statement on market share data compiled and made publicly available by the
Fibre Box Association.

     _________________

        Again,
we appreciate your interests in working with us to enhance our disclosures in our filings
and look forward to working with you toward this end. If you should have any questions or
comments regarding this matter, please give me a call.

     Very truly yours,

/s/ Grant F. Adamson

Grant F. Adamson
Assistant General Counsel

Enclosure