Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hound Partners, LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2008		 3. Issuer Name and Ticker or Trading Symbol
BOISE INC. [BZ]
(Last)
(First)
(Middle)
101 PARK AVENUE, 48TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
07/24/2008
(Street)

NEW YORK, NY 10178		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $.0001 par value 1,362,950
I
By Hound Partners, LP (1)
Common Stock, $.0001 par value 1,404,461
I
By Hound Partners Offshore Fund, LP (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant 02/12/2008 06/18/2011 Common Stock, $.0001 par value 3,988,736 $ 7.5 I By Hound Partners, LP (1)
Warrant 02/12/2008 06/18/2011 Common Stock, $.0001 par value 4,110,220 $ 7.5 I By Hound Partners Offshore Fund, LP (2)
Contingent Value Right 02/06/2009 02/15/2009 Common Stock, $.0001 par value 1,302,424 $ (3) (4) I By Hound Partners, LP (1)
Contingent Value Right 02/06/2009 02/15/2009 Common Stock, $.0001 par value 1,354,499 $ (3) (4) I By Hound Partners Offshore Fund, LP (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hound Partners, LLC
101 PARK AVENUE
48TH FLOOR
NEW YORK, NY 10178		     X    
Hound Performance, LLC
101 PARK AVENUE
48TH FLOOR
NEW YORK, NY 10178		     X    
AUERBACH JONATHAN A G
215 E 73RD STREET
NEW YORK, NY 10021		     X    

Signatures

Hound Partners, LLC, By: /s/ Jonathan Auerbach, Managing Member 08/01/2008
**Signature of Reporting Person Date
Hound Performance, LLC, By: /s/ Jonathan Auerbach, Managing Member 08/01/2008
**Signature of Reporting Person Date
/s/ Jonathan Auerbach 08/01/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2) The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners Offshore Fund, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners Offshore Fund, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3) In order to receive a settlement of the Contingent Value Rights (the "CVRs"), (i) the Common Stock's Anniversary Price (defined as the arithmetical average of the volume weighted average trading price of the Common Stock as reported by Bloomberg Professional Service for the period beginning 9:30 a.m., New York City time and ending at 4:00 p.m., New York City time for the 30 trading days prior to February 5, 2009) must be less than $10.50 and (ii) the holder must give written notice between February 6, 2009 and February 15, 2009 to Terrapin Partners Venture Partnership and Boise Cascade, L.L.C. (together, the "Grantors") requesting payment of the CVRs.
(4) Subject to certain adjustments set forth in the Contingent Value Rights Agreement, included as Exhibit 99.2 to the issuer's Schedule 14A filed with the Securities and Exchange Commission on February 1, 2008, the Grantors will pay or transfer to holder an amount per CVR by which the Anniversary Price is less than $10.50, up to a maximum of $1.00. For purposes of determining the number of Common Stock shares that may be transferred to Mr. Auerbach upon settlement of the CVRs, the value of each Common Stock share will equal the higher of the Anniversary Price or $9.00.

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