CUSIP NO.

879868107

13G

Page 1 of 7

Check the appropriate box to designate the rule pursuant to which this

Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

*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 the

disclosures provided in a prior cover page.

The information required in 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).

CUSIP NO.

879868107

13G

Page 2 of 7

1.

NAMES OF REPORTING PERSONS.

Franklin Mutual Advisers, LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

X

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.

SOLE VOTING POWER

(See Item 4)

6.

SHARED VOTING POWER

(See Item 4)

7.

SOLE DISPOSITIVE POWER

(See Item 4)

8.

SHARED DISPOSITIVE POWER

(See Item 4)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,845,881

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.2%

12.

TYPE OF REPORTING PERSON

IA, OO (See Item 4)

CUSIP NO.

879868107

13G

Page 3 of 7

Item 1.

(a)

Name of Issuer

Temple-Inland Inc.

(b)

Address of Issuer's Principal Executive Offices

1300 MoPac Expressway South

3rd Floor

Austin, TX 78746

Item 2.

(a)

Name of Person Filing

Franklin Mutual Advisers, LLC

(b)

Address of Principal Business Office or, if none, Residence

101 John F. Kennedy Parkway

Short Hills, NJ 07078-2789

(c)

Citizenship

Delaware

(d)

Title of Class of Securities

Common Stock (par value $1.00 per share)

(e)

CUSIP Number

879868107

CUSIP NO.

879868107

13G

Page 4 of 7

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b)

or (c), check whether the person filing is a:

(a)

o Broker or dealer registered under section 15 of the Act

(15

U.S.C. 78o).

(b)

o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o Insurance company as defined in section 3(a)(19) of the

Act (15 U.S.C. 78c).

(d)

o Investment company registered under section 8 of the

Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

x An investment adviser in accordance with §240.13d-1(b)

(1)(ii)(E);

(f)

o An employee benefit plan or endowment fund in

accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o A parent holding company or control person in

accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o A savings associations as defined in Section 3(b) of

the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o A church plan that is excluded from the definition of

an investment company under section 3(c)(14) of the

Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

The securities reported herein (the “Securities”) are beneficially owned by

one or more open-end investment companies or other managed accounts which,

pursuant to investment management contracts, are managed by Franklin Mutual

Advisers, LLC ("FMA"), an indirect wholly owned subsidiary of Franklin

Resources, Inc. ("FRI"). Such investment management contracts grant to FMA all

investment and voting power over the securities owned by such investment

management clients. Therefore, FMA may be deemed to be, for purposes of Rule

13d-3 under the Act, the beneficial owner of the Securities.

Beneficial ownership by investment management subsidiaries and other

affiliates of FRI is being reported in conformity with the guidelines

articulated by the SEC staff in Release No. 34-39538 (January 12, 1998)

relating to organizations, such as FRI, where related entities exercise voting

and investment powers over the securities being reported independently from

each other. The voting and investment powers held by FMA are exercised

independently from FRI (FMA’s parent holding company) and from all other

investment management subsidiaries of FRI (FRI, its affiliates and investment

management subsidiaries other than FMA are, collectively, “FRI affiliates”).

Furthermore, internal policies and procedures of FMA and FRI establish

informational barriers that prevent the flow between FMA and the FRI

affiliates of information that relates to the voting and investment powers

over the securities owned by their respective investment management clients.

Consequently, FMA and the FRI affiliates report the securities over which they

hold investment and voting power separately from each other for purposes of

Section 13 of the Act.

CUSIP NO.

879868107

13G

Page 5 of 7

Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")

each own in excess of 10% of the outstanding common stock of FRI and are the

principal stockholders of FRI. However, because FMA exercises voting and

investment powers on behalf of its investment management clients independently

of FRI, the Principal Shareholders, and their respective affiliates,

beneficial ownership of the securities being reported by FMA is being

attributed only to FMA. FMA disclaims any pecuniary interest in any of the

Securities. In addition, the filing of this Schedule 13G on behalf of FMA

should not be construed as an admission that it is, and it disclaims that it

is, the beneficial owner, as defined in Rule 13d-3, of any of the Securities.

Furthermore, FMA believes that it is not a "group" with FRI, the Principal

Shareholders, or their respective affiliates within the meaning of Rule 13d-5

under the Act and that none of them are otherwise required to attribute to

each other the beneficial ownership of the Securities held by any of them or

by any persons or entities for whom or for which FRI subsidiaries provide

investment management services.

(a)

Amount beneficially owned:

10,845,881

(b)

Percent of class:

10.2%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

Franklin Mutual Advisers, LLC:

10,845,881

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

Franklin Mutual Advisers, LLC:

10,845,881

(iv)

Shared power to dispose or to direct the disposition of

0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the

date hereof the reporting person has ceased to be the beneficial owner

of more than five percent of the class of securities,

check the following o. Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The clients of Franklin Mutual Advisers, LLC, including investment

companies registered under the Investment Company Act of 1940 and

other managed accounts, have the right to receive or power to direct

the receipt of dividends from, as well as the proceeds from the sale

of, such securities reported on in this statement.

CUSIP NO.

879868107

13G

Page 6 of 7

Item 7.

Identification and Classification of the Subsidiary Which Acquired the

Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

CUSIP NO.

879868107

13G

Page 7 of 7

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the

securities referred to above were acquired and are held in the ordinary course

of business and were not acquired and are not held for the purpose of or with

the effect of changing or influencing the control of the issuer of the

securities and were not acquired and are not held in connection with or as a

participant in any transaction having that purpose or effect.

This report shall not be construed as an admission by the person filing the

report that it is the beneficial owner of any securities covered by this

report.

SIGNATURE

After reasonable 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.

Dated:

November 7, 2008

Franklin Mutual Advisers, LLC

By:

/s/BRADLEY D. TAKAHASHI

--------------------------

Bradley D. Takahashi

Vice President of Franklin Mutual Advisers, LLC