As filed with the Securities and Exchange Commission on March 31, 2000
                                   Registration No. 333-_________

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

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
               ___________________________________

                       Temple-Inland Inc.
     (Exact name of registrant as specified in its charter)

     Delaware                                        75-1903917
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

                     303 South Temple Drive
                          P.O. Drawer N
                       Diboll, Texas 75941
  (Address of principal executive offices, including zip code)

                       Temple-Inland Inc.
                 Stock Deferral and Payment Plan
                    (Full title of the plan)

                     M. Richard Warner, Esq.
                       Temple-Inland Inc.
                     303 South Temple Drive
                          P.O. Drawer N
                      Diboll, Texas  75941
                         (936) 829-5511
              (Name, address, and telephone number,
           including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
   Title of     Amount to be     Maximum        Maximum       Amount of
Securities to    Registered      Offering      Aggregate     Registration
      be                        Price Per       Offering         Fee
  Registered                      Share          Price
---------------------------------------------------------------------------
Common Stock,
  $1.00 par      10,000 (2)    $46.9375(2)    $469,375.00(2)   $123.92
  value (1)
---------------------------------------------------------------------------

(1)  Including the related Preferred Stock Purchase Rights issued
     or  to  be issued in the amount of one-half right per  share
     pursuant  to the Rights Agreement, dated February 20,  1999,
     between  Temple-Inland Inc. and First Chicago Trust  Company
     of New York, as Rights Agent.  In addition, pursuant to Rule
     416(c)  under  the Securities Act of 1933, this registration
     statement  also covers an indeterminate amount of  interests
     to  be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated in accordance with Rule 457 (c) and (h) solely for
     the  purpose of calculating the registration fee.  The price
     shown  is the average of the high and low prices for  shares
     of  the Registrant's Common Stock on March 29, 2000, on  the
     New York Stock Exchange.


The Index to Exhibits appears on page 11.                Page 1 of 29 Pages


<PAGE> 2

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

     The following documents filed by Temple-Inland Inc. ("Temple-
Inland") with the SEC are incorporated by reference, as  well  as
any  future  filings  made by Temple-Inland with  the  SEC  under
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of  1934  prior to the filing of a post-effective  amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold:

     *    Annual Report on Form 10-K for the year ended January 1,
          2000;
     *    Proxy Statement prepared in connection with the annual
          meeting of stockholders to be held May 5, 2000, excluding the
          Report of the Management Development and Executive Compensation
          Committee on Executive Compensation on pages 12 through 14 and
          the Performance Graph on page 17;
     *    The description of Temple-Inland's common stock, which is
          registered under Section 12 of the Exchange Act, contained in the
          Registration Statement on Form 8-A filed with the SEC on December
          7, 1983, which incorporates by reference the description of
          Temple-Inland's common stock contained in the Registration
          Statement  on  Form  S-1 (No. 33-7091) under  the  heading
          "Description of Common Stock," including any amendment or report
          filed for the purpose of updating such description.

Item 4.        Description of Securities. (omitted)


Item 5.        Interests of Named Experts and Counsel.

     The  opinion  as  to the validity of the  shares  of  Common
Stock, the issuance of which is being registered hereby, is being
given by M. Richard Warner, Esq., who is the Chief Administrative
Officer  and  General Counsel of Temple-Inland.  As of  March  8,
2000,  Mr. Warner was deemed to be the beneficial owner of 82,858
shares  of the Common Stock (including options exercisable within
60 days).

     The  consolidated financial statements of Temple-Inland  and
subsidiaries  incorporated by reference in the Annual  Report  on
Form  10-K of Temple-Inland for the year ended January  1,  2000,
and  the  related  financial statement schedule included  therein
have been audited by Ernst & Young LLP, independent auditors,  as
set  forth in their reports thereon incorporated by reference  or
included  therein  and incorporated herein  by  reference.   Such
consolidated financial statements and schedule are,  and  audited
financial  statements  to  be  included  in  subsequently   filed
documents  will  be,  incorporated herein in  reliance  upon  the
reports  of  Ernst  &  Young  LLP pertaining  to  such  financial
statements (to the extent covered by consents filed with the SEC)
given  upon  the authority of such firm as experts in  accounting
and auditing.

                             II-1


<PAGE> 3


Item 6.        Indemnification.

     As permitted by Section 102(b)(7) of the General Corporation
Law  of  the State of Delaware (the "Delaware Statute"),  Temple-
Inland's  Certificate of Incorporation provides that no  director
of  the corporation shall be personally liable to the corporation
or  its  stockholders  for monetary damages  for  any  breach  of
fiduciary  duty as a director, except for liability (i)  for  any
breach  of such director's duty of loyalty to the corporation  or
its  stockholders,  (ii) for any acts or omissions  not  in  good
faith  or  that  involve  intentional  misconduct  or  a  knowing
violation of law, (iii) under Section 174 of the Delaware Statute
relating to certain unlawful dividends and stock repurchases,  or
(iv)  for  any  transaction from which such director  derived  an
improper personal benefit.

      Section  145 of the Delaware Statute empowers a corporation
to indemnify any person who was or is a party or is threatened to
be  made  a party to any threatened, pending or completed action,
suit  or  proceeding, whether civil, criminal, administrative  or
investigative  (other than an action by or in the  right  of  the
corporation) by reason of the fact that he is or was a  director,
officer,  employee  or  agent of the corporation  or  is  or  was
serving at the request of the corporation as a director, officer,
employee  or agent of another corporation or enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines   and
amounts  paid in settlement actually and reasonably  incurred  by
him  in  connection with such action, suit or  proceeding  if  he
acted in good faith and in a manner he reasonably believed to  be
in,  or  not  opposed to, the best interests of the  corporation,
and,  with respect to any criminal action or proceeding,  had  no
reasonable cause to believe his conduct was unlawful.

      Section  145  also empowers a corporation to indemnify  any
person who was or is a party or is threatened to be made a  party
to  any threatened, pending or completed action or suit by or  in
the  right of the corporation to procure a judgment in its  favor
by  reason  of  the fact that the person is or  was  a  director,
officer,  employee  or agent of the corporation,  or  is  or  was
serving at the request of the corporation as a director, officer,
employee  or agent of another corporation or enterprise,  against
expenses  (including  attorneys' fees)  actually  and  reasonably
incurred  by him in connection with the defense or settlement  of
such action or suit if he acted in good faith and in a manner  he
reasonably believed to be in or not opposed to the best interests
of  the  corporation and, except that no indemnification  may  be
made  in  respect of any claim, issue or matter as to which  such
person  shall have been adjudged to be liable to the  corporation
unless, and only to the extent that, the Court of Chancery or the
court  in  which  such  action was brought shall  determine  that
despite  the adjudication of liability such person is fairly  and
reasonably entitled to indemnity for such expenses that the court
shall deem proper.

      Section  145 further provides that to the extent a director
or officer of a corporation has been successful in the defense of
any  action,  suit  or proceeding referred to  above  or  in  the
defense of any claim, issue or matter therein, such person  shall
be  indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him in connection therewith.

     Article  VI  of  Temple-Inland's By-laws generally  provides
that,  subject to certain limitations, each person who was or  is
made  a  party  or  is threatened to be made a  party  to  or  is
involved  in any threatened, pending, or completed legal  action,
suit  or  proceeding whether civil, criminal, administrative, or

                         II-2

<PAGE>4


investigative by reason of the fact that he is or was a director,
officer,  or  employee of Temple-Inland or is or was a  director,
officer,  or  employee of Temple-Inland or a direct  or  indirect
wholly-owned subsidiary of Temple-Inland (except Guaranty Federal
Bank,  F.S.B.)  or  is  or was serving  at  the  request  of  the
corporation  as a director, officer, employee, or  agent  of  any
such  subsidiary  or  another  company,  consumer  savings  bank,
partnership,  joint  venture, trust, employee  benefit  plan,  or
other  enterprise, shall be indemnified and held harmless by  the
corporation,  to  the  full  extent authorized  by  the  Delaware
Statute,  against  all  expenses  (including  attorneys'   fees),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred  by  such person  in  connection  therewith,
provided that such person acted in good faith and in a manner  he
reasonably  believed  to  be in, or  not  opposed  to,  the  best
interests  of  Temple-Inland  (and with  respect  to  a  criminal
action, had no reason to believe his conduct was unlawful) except
that with respect to actions brought by or in the right of Temple-
Inland, no indemnification shall be made in respect of any claim,
issue  or  matter  as  to  which  such  person  shall  have  been
adjudicated to be liable to Temple-Inland, unless and only to the
extent  that  the applicable court determines, upon  application,
that despite the adjudication of liability but in view of all the
circumstances  of the case, such person is fairly and  reasonably
entitled  to  indemnity for such expenses.  Such  indemnification
shall  continue  as to a person who has ceased  to  be  director,
officer, employee, or agent and shall inure to the benefit of his
or her heirs, executors, and administrators.  Article VI provides
that Temple-Inland may pay the expenses incurred in defending any
such proceeding in advance of its final disposition upon delivery
to  Temple-Inland  of an undertaking, by or  on  behalf  of  such
director,  officer, employee, or agent to repay such  amounts  so
advanced if it shall ultimately be determined that such person is
not entitled to be indemnified under Article VI.

     Both  the Delaware Statute and Article VI of Temple-Inland's
By-laws  specifically state that their indemnification provisions
shall  not  be deemed exclusive of any other indemnity  rights  a
director    may    have.    Temple-Inland   has   entered    into
Indemnification  Agreements with each of its directors  that  are
intended to assure the directors that they will be indemnified to
the fullest extent permitted by Delaware law.

     Section 145 of the Delaware Statute permits a corporation to
purchase and maintain insurance on behalf of any person who is or
was  a  director, officer, employee, or agent of the  corporation
against any liability asserted against him and incurred by him in
any  such capacity, or arising out of his status as such.   Under
an insurance policy maintained by Temple-Inland, Temple-Inland is
insured  for  certain  amounts that it may be  obligated  to  pay
directors  and  officers  by  way of  indemnity,  and  each  such
director  and officer is insured against certain losses  that  he
may  incur by reason of his being a director or officer  and  for
which he is not indemnified by Temple-Inland.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers, or persons controlling  Temple-
Inland  pursuant  to the foregoing provisions, Temple-Inland  has
been  informed  that  in  the  opinion  of  the  Commission  such
indemnification  is  against public policy as  expressed  in  the
Securities Act and is therefore unenforceable.

Item   7.         Exemption  From  Registration  Claimed.    (Not
applicable)


                            II-3

<PAGE>5


Item 8.        Exhibits.

Exhibit                   Exhibit
Number                    -------
------

4.01    -  Certificate  of Incorporation of Temple-Inland  (1),
           as  amended  effective May 4, 1987 (2),  as  amended
           effective May 4, 1990 (3)
4.02    -  By-laws  of the Company as amended and restated  May
           3, 1991(4)
4.03    -  Form  of  Specimen Common Stock Certificate  of  the
           Company(5)
4.04    -  Certificate of Designation, Preferences  and  Rights
           of  Series  A Junior Participating Preferred  Stock,
           dated  February 16, 1989(6)
4.05    -  Rights  Agreement, dated February 20, 1999,  between
           the  Company and First Chicago Trust Company of  New
           York, as  Rights Agent(7)
4.06    -  Temple-Inland Inc. Stock Deferral and  Payment  Plan
           (8)
5.01    -  Opinion  of M. Richard Warner, Esq., General Counsel
           of  the  Registrant, as to validity of Common  Stock
           being registered (8)
23.01   -  Consent of Independent Auditors (Ernst & Young  LLP)
           (8)
23.02   -  Consent  of  Attorneys  (M.  Richard  Warner,  Esq.)
           (included in his opinion filed as Exhibit 5.01) (8)
24.01   -  Powers of Attorney for Directors (on signature  page)
           (8)
________________________

     (1)  Incorporated by reference to Registration Statement No.
          2-87570  on  Form S-1 filed by Temple-Inland  with  the
          Commission.

     (2)  Incorporated  by reference to Post-Effective  Amendment
          No. 2 to the Registration Statement No. 2-88202 on Form
          S-8 filed by Temple-Inland with the Commission.

     (3)  Incorporated  by reference to Post-Effective  Amendment
          No. 1 to Registration Statement No. 33-25650 on Form S-
          8 filed by Temple-Inland with the Commission.

     (4)  Incorporated  by reference to the Company's  Form  10-K
          for the year ended January 2, 1993.

     (5)  Incorporated  by  reference to  the  indicated  Exhibit
          filed with Registration Statement No. 33-27286 on  Form
          S-8 filed by Temple-Inland with the Commission.

     (6)  Incorporated by reference to the Annual Report on  Form
          10-K for the fiscal year ended December 31, 1988, filed
          by Temple-Inland with the Commission.

     (7)  Incorporated by reference to the Registration Statement
          on  Form 8A, filed by Temple-Inland with the Commission
          on February 19, 1999.

     (8)  Filed herewith.

Item 9.        Undertakings.

     The undersigned registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales
     are   being  made,  a  post-effective  amendment   to   this
     registration statement:


                             II-4

<PAGE>6


          (i)    To  include any prospectus required  by  Section
          10(a)(3) of the Securities Act;

          (ii)  To reflect in the prospectus any facts or  events
          arising  after  the effective date of the  registration
          statement  (or the most recent post-effective amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth in the registration statement; and

          (iii)  To include any material information with respect
          to the plan of distribution not previously disclosed in
          the  registration statement or any material  change  to
          such information in the registration statement;

     provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic  reports filed with or furnished to the  Commission
     by  the  Company  pursuant to Section 13  or  15(d)  of  the
     Exchange  Act  that  are incorporated by  reference  in  the
     registration statement.

           (2) That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.

           (3)  To  remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

     (b)   That, for purposes of determining any liability  under
     the  Securities Act, each filing of the registrant's  annual
     report  pursuant to Section 13(a) or Section  15(d)  of  the
     Exchange  Act  (and, where applicable,  each  filing  of  an
     employee  benefit plan's annual report pursuant  to  Section
     15(d) of the Exchange Act) that is incorporated by reference
     in  the registration statement shall be deemed to be  a  new
     registration  statement relating to the  securities  offered
     therein,  and the offering of such securities at  that  time
     shall  be  deemed  to  be  the initial  bona  fide  offering
     thereof.

     (c)   Insofar  as  indemnification for  liabilities  arising
     under  the  Securities  Act may be permitted  to  directors,
     officers  and controlling persons of the registrant pursuant
     to  the  foregoing provisions, or otherwise, the  registrant
     has  been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the
     Act  and is, therefore, unenforceable. In the event  that  a
     claim  for  indemnification against such liabilities  (other
     than  the payment by the registrant of expenses incurred  or
     paid  by  a director, officer or controlling person  of  the
     registrant in the successful defense of any action, suit  or
     proceeding)  is  asserted  by  such  director,  officer   or
     controlling  person in connection with the securities  being
     registered,  the registrant will, unless in the  opinion  of
     its  counsel  the  matter  has been settled  by  controlling
     precedent, submit to a court of appropriate jurisdiction the


                            II-5

<PAGE>7



     question  whether  such indemnification  by  it  is  against
     public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.



                            II-6

<PAGE>8



                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all the requirements for filing on Form S-8
and  has duly caused this Registration Statement to be signed  on
its  behalf by the undersigned, thereunto duly authorized, in the
City of Diboll, State of Texas, on March 30, 2000.

                                   TEMPLE-INLAND INC.
                                      (Registrant)


                                   By:  /s/ Kenneth M. Jastrow, II
                                      ------------------------------
                                       Kenneth M. Jastrow, II
                                       Chairman of the Board and
                                       Chief Executive Officer



                            II-7


<PAGE>9




                       POWERS OF ATTORNEY

     Each  person  whose signature appears below constitutes  and
appoints M. Richard Warner and Leslie K. O'Neal and each of them,
as  his  true and lawful attorneys-in-fact and agents, with  full
power of substitution and resubstitution, for such person and  in
his name, place and stead, in any and all capacities, to sign any
or  all further amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents  in
connection   therewith,   with  the   Securities   and   Exchange
Commission, granting unto said attorneys-in-fact and agents, full
power  and  authority to do and perform each and  every  act  and
thing  requisite  and  necessary to be  done  in  and  about  the
premises,  as fully to all intents and purposes as  he  might  or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement has been signed  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.

Signature                          Capacity                    Date
---------                          --------                    ----

/s/ Kenneth M. Jastrow, II         Director,
--------------------------         Chairman of the Board,     March 30, 2000
    Kenneth M. Jastrow, II         and Chief Executive Officer

/s/ Randall D. Levy                Chief
--------------------------         Financial Officer          March 30, 2000
    Randall D. Levy

/s/ David H. Dolben                Vice President
--------------------------         and Chief                  March 30, 2000
    David H. Dolben                Accounting Officer

/s/ Robert Cizik                   Director                   March 30, 2000
--------------------------
    Robert Cizik

/s/ Anthony M. Frank               Director                   March 30, 2000
--------------------------
    Anthony M. Frank

/s/ William B. Howes               Director                   March 30, 2000
--------------------------
    William B. Howes

/s/ Bobby R. Inman                 Director                   March 30, 2000
--------------------------
    Bobby R. Inman

/s/ James A. Johnson               Director                   March 30, 2000
--------------------------
    James A. Johnson

/s/ W. Allen Reed                  Director                   March 30, 2000
--------------------------
    W. Allen Reed

/s/ Herbert A. Sklenar             Director                   March 30, 2000
--------------------------
    Herbert A. Sklenar

/s/ Walter P. Stern                Director                   March 30, 2000
--------------------------
    Walter P. Stern

/s/ Arthur Temple III              Director                   March 30, 2000
--------------------------
    Arthur Temple III

/s/ Charlotte Temple               Director                   March 30, 2000
--------------------------
    Charlotte Temple

/s/ Larry E. Temple                Director                   March 30, 2000
--------------------------
    Larry E. Temple


                             II-8


<PAGE>10




     Pursuant to the requirements of the Securities Act of  1933,
the  trustees  (or  other  persons who  administer  the  employee
benefit plan) have duly caused this Registration Statement to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Diboll, State of Texas, on  March  30,
2000.


                                   Temple-Inland Inc. Stock
                                   Deferral and Payment Plan


                                   By: /s/ M. Richard Warner
                                      ----------------------------
                                      M. Richard Warner
                                      Temple-Inland Inc.
                                      Benefits Administration Committee



                             II-9


<PAGE>11



                       INDEX TO EXHIBITS


                                                     Sequentially
Exhibit                                                Numbered
Number         Description                              Page
--------       ------------                          -------------

4.06           Temple-Inland Inc. Stock Deferral         12
               and Payment Plan

5.01           Opinion of M. Richard Warner              26

23.01          Consent  of  Independent Auditors         28
               (Ernst & Young LLP)

23.02          Consent  of Attorney (included  in  the
               opinion filed as Exhibit 5.01)

24.01          Power of Attorney for Directors
               (on signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26273}]
{"company-data": {"conformed-name": "TEMPLE INLAND INC", "cik": "0000731939", "assigned-sic": "2631", "irs-number": "751903917", "state-of-incorporation": "DE", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33702", "film-number": "590783"}, "business-address": {"street1": "303 S TEMPLE DR", "street2": "PO DRAWER N", "city": "DIBOLL", "state": "TX", "zip": "75941", "phone": "4098295511"}, "mail-address": {"street1": "303 SOUTH TEMPLE DR", "city": "DIBOLL", "state": "TX", "zip": "75941"}}
As filed with the Securities and Exchange Commission on March 31, 2000
                                   Registration No. 333-_________

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

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
               ___________________________________

                       Temple-Inland Inc.
     (Exact name of registrant as specified in its charter)

     Delaware                                        75-1903917
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

                     303 South Temple Drive
                          P.O. Drawer N
                       Diboll, Texas 75941
  (Address of principal executive offices, including zip code)

                       Temple-Inland Inc.
                 Stock Deferral and Payment Plan
                    (Full title of the plan)

                     M. Richard Warner, Esq.
                       Temple-Inland Inc.
                     303 South Temple Drive
                          P.O. Drawer N
                      Diboll, Texas  75941
                         (936) 829-5511
              (Name, address, and telephone number,
           including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
   Title of     Amount to be     Maximum        Maximum       Amount of
Securities to    Registered      Offering      Aggregate     Registration
      be                        Price Per       Offering         Fee
  Registered                      Share          Price
---------------------------------------------------------------------------
Common Stock,
  $1.00 par      10,000 (2)    $46.9375(2)    $469,375.00(2)   $123.92
  value (1)
---------------------------------------------------------------------------

(1)  Including the related Preferred Stock Purchase Rights issued
     or  to  be issued in the amount of one-half right per  share
     pursuant  to the Rights Agreement, dated February 20,  1999,
     between  Temple-Inland Inc. and First Chicago Trust  Company
     of New York, as Rights Agent.  In addition, pursuant to Rule
     416(c)  under  the Securities Act of 1933, this registration
     statement  also covers an indeterminate amount of  interests
     to  be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated in accordance with Rule 457 (c) and (h) solely for
     the  purpose of calculating the registration fee.  The price
     shown  is the average of the high and low prices for  shares
     of  the Registrant's Common Stock on March 29, 2000, on  the
     New York Stock Exchange.

The Index to Exhibits appears on page 11.                Page 1 of 29 Pages
2

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

     The following documents filed by Temple-Inland Inc. ("Temple-
Inland") with the SEC are incorporated by reference, as  well  as
any  future  filings  made by Temple-Inland with  the  SEC  under
Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
Act  of  1934  prior to the filing of a post-effective  amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold:

     *    Annual Report on Form 10-K for the year ended January 1,
          2000;
     *    Proxy Statement prepared in connection with the annual
          meeting of stockholders to be held May 5, 2000, excluding the
          Report of the Management Development and Executive Compensation
          Committee on Executive Compensation on pages 12 through 14 and
          the Performance Graph on page 17;
     *    The description of Temple-Inland's common stock, which is
          registered under Section 12 of the Exchange Act, contained in the
          Registration Statement on Form 8-A filed with the SEC on December
          7, 1983, which incorporates by reference the description of
          Temple-Inland's common stock contained in the Registration
          Statement  on  Form  S-1 (No. 33-7091) under  the  heading
          "Description of Common Stock," including any amendment or report
          filed for the purpose of updating such description.

Item 4.        Description of Securities. (omitted)

Item 5.        Interests of Named Experts and Counsel.

     The  opinion  as  to the validity of the  shares  of  Common
Stock, the issuance of which is being registered hereby, is being
given by M. Richard Warner, Esq., who is the Chief Administrative
Officer  and  General Counsel of Temple-Inland.  As of  March  8,
2000,  Mr. Warner was deemed to be the beneficial owner of 82,858
shares  of the Common Stock (including options exercisable within
60 days).

     The  consolidated financial statements of Temple-Inland  and
subsidiaries  incorporated by reference in the Annual  Report  on
Form  10-K of Temple-Inland for the year ended January  1,  2000,
and  the  related  financial statement schedule included  therein
have been audited by Ernst & Young LLP, independent auditors,  as
set  forth in their reports thereon incorporated by reference  or
included  therein  and incorporated herein  by  reference.   Such
consolidated financial statements and schedule are,  and  audited
financial  statements  to  be  included  in  subsequently   filed
documents  will  be,  incorporated herein in  reliance  upon  the
reports  of  Ernst  &  Young  LLP pertaining  to  such  financial
statements (to the extent covered by consents filed with the SEC)
given  upon  the authority of such firm as experts in  accounting
and auditing.

                             II-1
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Item 6.        Indemnification.

     As permitted by Section 102(b)(7) of the General Corporation
Law  of  the State of Delaware (the "Delaware Statute"),  Temple-
Inland's  Certificate of Incorporation provides that no  director
of  the corporation shall be personally liable to the corporation
or  its  stockholders  for monetary damages  for  any  breach  of
fiduciary  duty as a director, except for liability (i)  for  any
breach  of such director's duty of loyalty to the corporation  or
its  stockholders,  (ii) for any acts or omissions  not  in  good
faith  or  that  involve  intentional  misconduct  or  a  knowing
violation of law, (iii) under Section 174 of the Delaware Statute
relating to certain unlawful dividends and stock repurchases,  or
(iv)  for  any  transaction from which such director  derived  an
improper personal benefit.

      Section  145 of the Delaware Statute empowers a corporation
to indemnify any person who was or is a party or is threatened to
be  made  a party to any threatened, pending or completed action,
suit  or  proceeding, whether civil, criminal, administrative  or
investigative  (other than an action by or in the  right  of  the
corporation) by reason of the fact that he is or was a  director,
officer,  employee  or  agent of the corporation  or  is  or  was
serving at the request of the corporation as a director, officer,
employee  or agent of another corporation or enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines   and
amounts  paid in settlement actually and reasonably  incurred  by
him  in  connection with such action, suit or  proceeding  if  he
acted in good faith and in a manner he reasonably believed to  be
in,  or  not  opposed to, the best interests of the  corporation,
and,  with respect to any criminal action or proceeding,  had  no
reasonable cause to believe his conduct was unlawful.

      Section  145  also empowers a corporation to indemnify  any
person who was or is a party or is threatened to be made a  party
to  any threatened, pending or completed action or suit by or  in
the  right of the corporation to procure a judgment in its  favor
by  reason  of  the fact that the person is or  was  a  director,
officer,  employee  or agent of the corporation,  or  is  or  was
serving at the request of the corporation as a director, officer,
employee  or agent of another corporation or enterprise,  against
expenses  (including  attorneys' fees)  actually  and  reasonably
incurred  by him in connection with the defense or settlement  of
such action or suit if he acted in good faith and in a manner  he
reasonably believed to be in or not opposed to the best interests
of  the  corporation and, except that no indemnification  may  be
made  in  respect of any claim, issue or matter as to which  such
person  shall have been adjudged to be liable to the  corporation
unless, and only to the extent that, the Court of Chancery or the
court  in  which  such  action was brought shall  determine  that
despite  the adjudication of liability such person is fairly  and
reasonably entitled to indemnity for such expenses that the court
shall deem proper.

      Section  145 further provides that to the extent a director
or officer of a corporation has been successful in the defense of
any  action,  suit  or proceeding referred to  above  or  in  the
defense of any claim, issue or matter therein, such person  shall
be  indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him in connection therewith.

     Article  VI  of  Temple-Inland's By-laws generally  provides
that,  subject to certain limitations, each person who was or  is
made  a  party  or  is threatened to be made a  party  to  or  is
involved  in any threatened, pending, or completed legal  action,
suit  or  proceeding whether civil, criminal, administrative, or

                         II-2
4

investigative by reason of the fact that he is or was a director,
officer,  or  employee of Temple-Inland or is or was a  director,
officer,  or  employee of Temple-Inland or a direct  or  indirect
wholly-owned subsidiary of Temple-Inland (except Guaranty Federal
Bank,  F.S.B.)  or  is  or was serving  at  the  request  of  the
corporation  as a director, officer, employee, or  agent  of  any
such  subsidiary  or  another  company,  consumer  savings  bank,
partnership,  joint  venture, trust, employee  benefit  plan,  or
other  enterprise, shall be indemnified and held harmless by  the
corporation,  to  the  full  extent authorized  by  the  Delaware
Statute,  against  all  expenses  (including  attorneys'   fees),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred  by  such person  in  connection  therewith,
provided that such person acted in good faith and in a manner  he
reasonably  believed  to  be in, or  not  opposed  to,  the  best
interests  of  Temple-Inland  (and with  respect  to  a  criminal
action, had no reason to believe his conduct was unlawful) except
that with respect to actions brought by or in the right of Temple-
Inland, no indemnification shall be made in respect of any claim,
issue  or  matter  as  to  which  such  person  shall  have  been
adjudicated to be liable to Temple-Inland, unless and only to the
extent  that  the applicable court determines, upon  application,
that despite the adjudication of liability but in view of all the
circumstances  of the case, such person is fairly and  reasonably
entitled  to  indemnity for such expenses.  Such  indemnification
shall  continue  as to a person who has ceased  to  be  director,
officer, employee, or agent and shall inure to the benefit of his
or her heirs, executors, and administrators.  Article VI provides
that Temple-Inland may pay the expenses incurred in defending any
such proceeding in advance of its final disposition upon delivery
to  Temple-Inland  of an undertaking, by or  on  behalf  of  such
director,  officer, employee, or agent to repay such  amounts  so
advanced if it shall ultimately be determined that such person is
not entitled to be indemnified under Article VI.

     Both  the Delaware Statute and Article VI of Temple-Inland's
By-laws  specifically state that their indemnification provisions
shall  not  be deemed exclusive of any other indemnity  rights  a
director    may    have.    Temple-Inland   has   entered    into
Indemnification  Agreements with each of its directors  that  are
intended to assure the directors that they will be indemnified to
the fullest extent permitted by Delaware law.

     Section 145 of the Delaware Statute permits a corporation to
purchase and maintain insurance on behalf of any person who is or
was  a  director, officer, employee, or agent of the  corporation
against any liability asserted against him and incurred by him in
any  such capacity, or arising out of his status as such.   Under
an insurance policy maintained by Temple-Inland, Temple-Inland is
insured  for  certain  amounts that it may be  obligated  to  pay
directors  and  officers  by  way of  indemnity,  and  each  such
director  and officer is insured against certain losses  that  he
may  incur by reason of his being a director or officer  and  for
which he is not indemnified by Temple-Inland.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers, or persons controlling  Temple-
Inland  pursuant  to the foregoing provisions, Temple-Inland  has
been  informed  that  in  the  opinion  of  the  Commission  such
indemnification  is  against public policy as  expressed  in  the
Securities Act and is therefore unenforceable.

Item   7.         Exemption  From  Registration  Claimed.    (Not
applicable)

                            II-3
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Item 8.        Exhibits.

Exhibit                   Exhibit
Number                    -------
------

4.01    -  Certificate  of Incorporation of Temple-Inland  (1),
           as  amended  effective May 4, 1987 (2),  as  amended
           effective May 4, 1990 (3)
4.02    -  By-laws  of the Company as amended and restated  May
           3, 1991(4)
4.03    -  Form  of  Specimen Common Stock Certificate  of  the
           Company(5)
4.04    -  Certificate of Designation, Preferences  and  Rights
           of  Series  A Junior Participating Preferred  Stock,
           dated  February 16, 1989(6)
4.05    -  Rights  Agreement, dated February 20, 1999,  between
           the  Company and First Chicago Trust Company of  New
           York, as  Rights Agent(7)
4.06    -  Temple-Inland Inc. Stock Deferral and  Payment  Plan
           (8)
5.01    -  Opinion  of M. Richard Warner, Esq., General Counsel
           of  the  Registrant, as to validity of Common  Stock
           being registered (8)
23.01   -  Consent of Independent Auditors (Ernst & Young  LLP)
           (8)
23.02   -  Consent  of  Attorneys  (M.  Richard  Warner,  Esq.)
           (included in his opinion filed as Exhibit 5.01) (8)
24.01   -  Powers of Attorney for Directors (on signature  page)
           (8)
________________________

     (1)  Incorporated by reference to Registration Statement No.
          2-87570  on  Form S-1 filed by Temple-Inland  with  the
          Commission.

     (2)  Incorporated  by reference to Post-Effective  Amendment
          No. 2 to the Registration Statement No. 2-88202 on Form
          S-8 filed by Temple-Inland with the Commission.

     (3)  Incorporated  by reference to Post-Effective  Amendment
          No. 1 to Registration Statement No. 33-25650 on Form S-
          8 filed by Temple-Inland with the Commission.

     (4)  Incorporated  by reference to the Company's  Form  10-K
          for the year ended January 2, 1993.

     (5)  Incorporated  by  reference to  the  indicated  Exhibit
          filed with Registration Statement No. 33-27286 on  Form
          S-8 filed by Temple-Inland with the Commission.

     (6)  Incorporated by reference to the Annual Report on  Form
          10-K for the fiscal year ended December 31, 1988, filed
          by Temple-Inland with the Commission.

     (7)  Incorporated by reference to the Registration Statement
          on  Form 8A, filed by Temple-Inland with the Commission
          on February 19, 1999.

     (8)  Filed herewith.

Item 9.        Undertakings.

     The undersigned registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales
     are   being  made,  a  post-effective  amendment   to   this
     registration statement:

                             II-4
6

          (i)    To  include any prospectus required  by  Section
          10(a)(3) of the Securities Act;

          (ii)  To reflect in the prospectus any facts or  events
          arising  after  the effective date of the  registration
          statement  (or the most recent post-effective amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth in the registration statement; and

          (iii)  To include any material information with respect
          to the plan of distribution not previously disclosed in
          the  registration statement or any material  change  to
          such information in the registration statement;

     provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic  reports filed with or furnished to the  Commission
     by  the  Company  pursuant to Section 13  or  15(d)  of  the
     Exchange  Act  that  are incorporated by  reference  in  the
     registration statement.

           (2) That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.

           (3)  To  remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

     (b)   That, for purposes of determining any liability  under
     the  Securities Act, each filing of the registrant's  annual
     report  pursuant to Section 13(a) or Section  15(d)  of  the
     Exchange  Act  (and, where applicable,  each  filing  of  an
     employee  benefit plan's annual report pursuant  to  Section
     15(d) of the Exchange Act) that is incorporated by reference
     in  the registration statement shall be deemed to be  a  new
     registration  statement relating to the  securities  offered
     therein,  and the offering of such securities at  that  time
     shall  be  deemed  to  be  the initial  bona  fide  offering
     thereof.

     (c)   Insofar  as  indemnification for  liabilities  arising
     under  the  Securities  Act may be permitted  to  directors,
     officers  and controlling persons of the registrant pursuant
     to  the  foregoing provisions, or otherwise, the  registrant
     has  been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the
     Act  and is, therefore, unenforceable. In the event  that  a
     claim  for  indemnification against such liabilities  (other
     than  the payment by the registrant of expenses incurred  or
     paid  by  a director, officer or controlling person  of  the
     registrant in the successful defense of any action, suit  or
     proceeding)  is  asserted  by  such  director,  officer   or
     controlling  person in connection with the securities  being
     registered,  the registrant will, unless in the  opinion  of
     its  counsel  the  matter  has been settled  by  controlling
     precedent, submit to a court of appropriate jurisdiction the

                            II-5
7

     question  whether  such indemnification  by  it  is  against
     public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.

                            II-6
8

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all the requirements for filing on Form S-8
and  has duly caused this Registration Statement to be signed  on
its  behalf by the undersigned, thereunto duly authorized, in the
City of Diboll, State of Texas, on March 30, 2000.

                                   TEMPLE-INLAND INC.
                                      (Registrant)

                                   By:  /s/ Kenneth M. Jastrow, II
                                      ------------------------------
                                       Kenneth M. Jastrow, II
                                       Chairman of the Board and
                                       Chief Executive Officer

                            II-7
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                       POWERS OF ATTORNEY

     Each  person  whose signature appears below constitutes  and
appoints M. Richard Warner and Leslie K. O'Neal and each of them,
as  his  true and lawful attorneys-in-fact and agents, with  full
power of substitution and resubstitution, for such person and  in
his name, place and stead, in any and all capacities, to sign any
or  all further amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents  in
connection   therewith,   with  the   Securities   and   Exchange
Commission, granting unto said attorneys-in-fact and agents, full
power  and  authority to do and perform each and  every  act  and
thing  requisite  and  necessary to be  done  in  and  about  the
premises,  as fully to all intents and purposes as  he  might  or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement has been signed  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.

Signature                          Capacity                    Date
---------                          --------                    ----

/s/ Kenneth M. Jastrow, II         Director,
--------------------------         Chairman of the Board,     March 30, 2000
    Kenneth M. Jastrow, II         and Chief Executive Officer

/s/ Randall D. Levy                Chief
--------------------------         Financial Officer          March 30, 2000
    Randall D. Levy

/s/ David H. Dolben                Vice President
--------------------------         and Chief                  March 30, 2000
    David H. Dolben                Accounting Officer

/s/ Robert Cizik                   Director                   March 30, 2000
--------------------------
    Robert Cizik

/s/ Anthony M. Frank               Director                   March 30, 2000
--------------------------
    Anthony M. Frank

/s/ William B. Howes               Director                   March 30, 2000
--------------------------
    William B. Howes

/s/ Bobby R. Inman                 Director                   March 30, 2000
--------------------------
    Bobby R. Inman

/s/ James A. Johnson               Director                   March 30, 2000
--------------------------
    James A. Johnson

/s/ W. Allen Reed                  Director                   March 30, 2000
--------------------------
    W. Allen Reed

/s/ Herbert A. Sklenar             Director                   March 30, 2000
--------------------------
    Herbert A. Sklenar

/s/ Walter P. Stern                Director                   March 30, 2000
--------------------------
    Walter P. Stern

/s/ Arthur Temple III              Director                   March 30, 2000
--------------------------
    Arthur Temple III

/s/ Charlotte Temple               Director                   March 30, 2000
--------------------------
    Charlotte Temple

/s/ Larry E. Temple                Director                   March 30, 2000
--------------------------
    Larry E. Temple

                             II-8
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     Pursuant to the requirements of the Securities Act of  1933,
the  trustees  (or  other  persons who  administer  the  employee
benefit plan) have duly caused this Registration Statement to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Diboll, State of Texas, on  March  30,
2000.

                                   Temple-Inland Inc. Stock
                                   Deferral and Payment Plan

                                   By: /s/ M. Richard Warner
                                      ----------------------------
                                      M. Richard Warner
                                      Temple-Inland Inc.
                                      Benefits Administration Committee

                             II-9
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                       INDEX TO EXHIBITS

                                                     Sequentially
Exhibit                                                Numbered
Number         Description                              Page
--------       ------------                          -------------

4.06           Temple-Inland Inc. Stock Deferral         12
               and Payment Plan

5.01           Opinion of M. Richard Warner              26

23.01          Consent  of  Independent Auditors         28
               (Ernst & Young LLP)

23.02          Consent  of Attorney (included  in  the
               opinion filed as Exhibit 5.01)

24.01          Power of Attorney for Directors
               (on signature page)