Icahn Carl C · SC 13D/A · Temple Inland Inc · On 2/20/08

Filed On 2/20/08 4:52pm ET   ·   SEC File 5-34674   ·   Accession Number 928475-8-82

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4     20K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Temple-Inland Inc.
(Name of Issuer)

 Common Stock, Par Value $1.00
(Title of Class of Securities)

 879868107
(CUSIP Number)

Marc Weitzen, Esq.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

 February 15, 2008
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Section  240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box / /.                                                          

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.                                                  

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

SC 13D/A
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SCHEDULE 13D

Item 1. Security and Issuer                                                     

     The  Schedule 13D filed with the  Securities  and  Exchange  Commission  on
January 22, 2007, as previously  amended (the "Initial  13D"),  by the Reporting
Persons  with  respect  to the  shares of Common  Stock,  par value  $1.00  (the
"Shares"),  issued by  Temple-Inland  Inc. (the "Issuer"),  is hereby amended to
furnish the  additional  information  set forth herein.  All  capitalized  terms
contained herein but not otherwise  defined shall have the meanings  ascribed to
such terms in the Initial 13D.                                                  

Item 3. Source and Amount of Funds or Other Consideration                       

Item 3 of the Initial 13D is hereby amended by adding the following:  

     On February 15, 2008, the Reporting Persons: (i) sold call options, with an
exercise  price of $19.9234  per share and an  expiration  date of February  20,
2008, with respect to 4,510,556 Shares in the aggregate,  and received aggregate
consideration  of $4,510.56;  and (ii) purchased call options,  with an exercise
price of $12.65 per share and an  expiration  date of  October  17,  2008,  with
respect to 4,510,556 Shares in the aggregate,  and paid aggregate  consideration
of  $21,542,415.46  (including  commissions).  The  source  of  funding  for the
purchase of these call options was the general working capital of the respective
purchasers.  The information set forth in Item 5(c) below is incorporated herein
by reference.                                                                   

Item 5. Interest in Securities of the Issuer                                    

     Item 5 of the Initial 13D is hereby amended and restated in its entirety as
follows:                                                                        

          (a) The Reporting  Persons may be deemed to  beneficially  own, in the
     aggregate,  10,366,491  Shares  (including Shares underlying call options),
     representing  approximately 9.77% of the Issuer's outstanding Shares (based
     upon the  106,071,167  Shares stated to be  outstanding as of September 29,
     2007 by the Issuer in the  Issuer's  Quarterly  Report on Form 10-Q,  filed
with the Securities and Exchange Commission on November 7, 2007.      

          (b) High River has sole voting power and sole  dispositive  power with
     regard to 2,407,447 Shares. Each of Hopper,  Barberry and Carl C. Icahn has
     shared  voting  power and  shared  dispositive  power  with  regard to such
     Shares.  Icahn Master has sole voting power and sole dispositive power with
     regard to 3,285,356  Shares  (underlying  the call options).  Each of Icahn
     Offshore,  Icahn Capital,  IPH, Icahn Enterprises,  Enterprises GP, Beckton
     and Carl C. Icahn has shared voting power and shared dispositive power with
     regard  to such  Shares.  Icahn  Master II has sole  voting  power and sole
     dispositive  power  with  regard to  888,293  Shares  (underlying  the call
     options).  Each of Icahn Offshore,  Icahn Capital,  IPH, Icahn Enterprises,
     Enterprises  GP,  Beckton  and Carl C.  Icahn has shared  voting  power and
     shared  dispositive power with regard to such Shares.  Icahn Master III has
     sole voting power and sole dispositive  power with regard to 336,907 Shares
     (underlying the call options). Each of Icahn Offshore,  Icahn Capital, IPH,
     Icahn  Enterprises,  Enterprises  GP,  Beckton and Carl C. Icahn has shared
     voting power and shared dispositive power with regard to such Shares. Icahn
     Partners  has sole voting power and sole  dispositive  power with regard to
     3,448,488  Shares.  Each  of  Icahn  Onshore,  Icahn  Capital,  IPH,  Icahn
     Enterprises,  Enterprises  GP,  Beckton and Carl C. Icahn has shared voting
power and shared dispositive power with regard to such Shares.        

          Each  of  Hopper,   Barberry  and  Mr.  Icahn,   by  virtue  of  their
     relationships  to High  River  (as  disclosed  in Item 2),  are  deemed  to
     beneficially  own (as that term is defined in Rule 13d-3 under the Act) the
     Shares  which  High  River  directly  beneficially  owns.  Each of  Hopper,
     Barberry and Mr. Icahn  disclaims  beneficial  ownership of such Shares for
     all other  purposes.  Each of Icahn  Offshore,  Icahn  Capital,  IPH, Icahn
     Enterprises,  Enterprises  GP,  Beckton and Mr.  Icahn,  by virtue of their
     relationships  to Icahn  Master,  Icahn  Master II and Icahn Master III (as
     disclosed  in Item 2),  are  deemed  to  beneficially  own (as that term is
     defined in Rule 13d-3 under the Act) the Shares which Icahn  Master,  Icahn
     Master II and Icahn Master III  directly  beneficially  own.  Each of Icahn
     Offshore,  Icahn Capital,  IPH, Icahn Enterprises,  Enterprises GP, Beckton
     and Mr. Icahn disclaims  beneficial  ownership of such Shares for all other
     purposes.  Each of Icahn Onshore,  Icahn Capital,  IPH, Icahn  Enterprises,
     Enterprises GP, Beckton and Mr. Icahn, by virtue of their  relationships to
     Icahn Partners (as disclosed in Item 2), are deemed to beneficially own (as
     that term is defined in Rule 13d-3  under the Act) the Shares  which  Icahn
     Partners directly beneficially owns. Each of Icahn Onshore,  Icahn Capital,
     IPH, Icahn  Enterprises,  Enterprises  GP, Beckton and Mr. Icahn  disclaims
beneficial ownership of such Shares for all other purposes.           

          (c) The following  table sets forth all  transactions  with respect to
     Shares effected by any of the Reporting  Persons since their last filing on
     Schedule 13D. Except as otherwise indicated, all transactions were effected
     in the open market,  and the table includes  commissions  paid in per share
prices.                                                               

                             Shares Purchased     Price Per Share/
Name                    Date        (Sold)               Exercise Price         
------------------ -------------- --------------------- ---------------------   
Icahn Master             2/15/08        (1) (3,285,356)         (1) $19.9234    
------------------ -------------- --------------------- ---------------------   
Icahn Master             2/15/08         (2) 3,285,356          (2) $12.6500    
------------------ -------------- --------------------- ---------------------   
Icahn Master II          2/15/08          (1) (888,293)         (1) $19.9234    
------------------ -------------- --------------------- ---------------------   
Icahn Master II          2/15/08           (2) 888,293          (2) $12.6500    
------------------ -------------- --------------------- ---------------------   
Icahn Master III         2/15/08          (1) (336,907)         (1) $19.9234    
------------------ -------------- --------------------- ---------------------   
Icahn Master III         2/15/08           (2) 336,907          (2) $12.6500    
------------------ -------------- --------------------- ---------------------   

----------------------------                                                    
(1)  Shares  subject to call options,  with an exercise price of $19.9234 and an
     expiration date of February 20, 2008, sold for  consideration of $0.001 for
each Share subject to such call options.                              
(2)  Shares  subject to call options,  with an exercise price of $12.6500 and an
     expiration date of October 17, 2008,  purchased for consideration of $4.776
for each Share subject to such call options.                          

SC 13D/A
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Item 6. Contracts, Arrangements,  Understandings or Relationship with Respect to
Securities of the Issuer                                        

     The first  paragraph  of Item 6 of the  Initial  13D is hereby  amended and
restated in its entirety as follows:                                            

     The Reporting Persons have entered into a number of derivative  agreements,
commonly  known as Total Return Swaps,  with  counterparties,  which  agreements
provide  that the  profit  to the  Reporting  Persons  shall  be based  upon the
increase in value of the Shares and the loss to the  Reporting  Persons shall be
based upon the  decrease  in the value of the  Shares,  during  the period  from
inception of the applicable agreement to its termination. The agreements provide
that they settle in cash. In addition to the Shares which they  beneficially own
as shown in Item 5 above,  the Reporting  Persons  currently  have long economic
exposure to an aggregate  of 5,866,778  Shares  through such  agreements.  These
agreements  do not  give  the  Reporting  Persons  direct  or  indirect  voting,
investment  or  dispositive  control  over the Shares to which these  agreements
relate and, accordingly, the Reporting Persons disclaim any beneficial ownership
in the Shares to which these  agreements  relate.  In  addition,  the  Reporting
Persons  have sold  European-style  put  options  referencing  an  aggregate  of
4,510,556 Shares,  which expire on October 17, 2008. The agreements provide that
they settle in cash. The per share cash settlement amount of put options sold by
the  Reporting  Persons will be equal to the  difference  between (i) an initial
reference price (as adjusted to account for any dividends or other distributions
declared  by the  Issuer  prior  to  settlement  of the  options)  and  (ii) the
volume-weighted  average  price  per  Share  during a  period  of  trading  days
following the settlement  date (if lower than the initial  reference  price,  as
adjusted). These agreements do not give the Reporting Persons direct or indirect
voting,  investment  or  dispositive  control  over the  Shares  to which  these
agreements  relate  and,   accordingly,   the  Reporting  Persons  disclaim  any
beneficial ownership in the Shares to which these agreements relate.            

SC 13D/A
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 SIGNATURE

     After  reasonable  inquiry  and to the  best  of  each  of the  undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.                          

Dated: February 20, 2008                                                        

HIGH RIVER LIMITED PARTNERSHIP                                                  
By: Hopper Investments LLC, general partner                   
By: Barberry Corp., sole member                               

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward Mattner                                
Title: Authorized Signatory                         

HOPPER INVESTMENTS LLC                                                          
By: Barberry Corp., sole member                               

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward Mattner                                
Title: Authorized Signatory                         

BARBERRY CORP.                                                                  

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward Mattner                                
Title: Authorized Signatory                         

ICAHN PARTNERS MASTER FUND LP                                                   

By:      /s/ Edward E. Mattner                                
Name: Edward E. Mattner                                       
Title: Authorized Signatory                                   

ICAHN PARTNERS MASTER FUND II L.P.                                              

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward E. Mattner                             
Title: Authorized Signatory                         

ICAHN PARTNERS MASTER FUND III L.P.                                             

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward E. Mattner                             
Title: Authorized Signatory                         

ICAHN OFFSHORE LP                                                               

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward E. Mattner                             
Title: Authorized Signatory                         

ICAHN PARTNERS LP                                                               

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward E. Mattner                             
Title: Authorized Signatory                         

ICAHN ONSHORE LP                                                                

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward E. Mattner                             
Title: Authorized Signatory                         

ICAHN CAPITAL LP                                                                
By: IPH GP LLC, general partner                               
By: Icahn Enterprises Holdings L.P., general partner          
By: Icahn Enterprises G.P. Inc., general partner              

By:  /s/ Andrew Skobe                                         
----------------                                    
Name: Andrew Skobe                                  
Title: Interim Chief Financial Officer              

IPH GP LLC                                                                      
By: Icahn Enterprises Holdings L.P., general partner          
By: Icahn Enterprises G.P. Inc., general partner              

By:  /s/ Andrew Skobe                                         
----------------                                    
Name: Andrew Skobe                                  
Title: Interim Chief Financial Officer              

ICAHN ENTERPRISES HOLDINGS L.P.                                                 
By: Icahn Enterprises G.P. Inc., general partner              

By:  /s/ Andrew Skobe                                         
----------------                                    
Name: Andrew Skobe                                  
Title: Interim Chief Financial Officer              

ICAHN ENTERPRISES G.P. INC.                                                     

By:  /s/ Andrew Skobe                                         
----------------                                    
Name: Andrew Skobe                                  
Title: Chief Financial Officer                      

BECKTON CORP.                                                                   

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward Mattner                                
Title:   Authorized Signatory                       

/s/ Carl C. Icahn                                                               
-----------------                                                               
CARL C. ICAHN                                                                   

[Signature Page of Amendment No. 7 to Schedule 13D - Temple-Inland Inc.]

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		1/22/07		2					SC 13D
		9/29/07		2					10-Q
		11/7/07		2					10-Q
		2/15/08		1		2
Filed On / Filed As Of		2/20/08		2		4
		10/17/08		2		3
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