FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * COTTERELL SAMUEL K   2. Issuer Name and Ticker or Trading Symbol BOISE INC. [BZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President & Controller (Last) (First) (Middle) BOISE INC., 1111 W. JEFFERSON ST., SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 03/02/2009 (Street) BOISE, ID 83702-5388 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/02/2009   M   5,433 A $ 0 5,433 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(1)

(2)

02/28/2011

Common Stock

14,800

14,800

D

Restricted Stock Units

(1)

(3)

02/28/2011

Common Stock

23,900

38,700

D

Restricted Stock Units

(1)

03/02/2009

M

5,433

(4)

02/28/2011

Common Stock

5,433

$ 0

49,567

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COTTERELL SAMUEL K BOISE INC. 1111 W. JEFFERSON ST., SUITE 200 BOISE, ID 83702-5388			Vice President & Controller

Signatures

/s/ Samuel K. Cotterell		03/04/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock.
(2)	These restricted stock units vest upon Boise Inc.'s common stock achieving a market price of $10.00 per share.
(3)	These restricted stock units vest upon Boise Inc.'s common stock achieving a market price of $12.50 per share.
(4)	The first one-third of Mr. Cotterell's 16,300 time-vesting restricted stock units (5,433.333333 units) vested on March 2, 2009. Pursuant to Mr. Cotterell's Restricted Stock Unit Award Agreement, the company paid cash for the fractional .333333 share. The remaining two-thirds of Mr. Cotterell's time-vesting restricted stock units vest in equal annual installments on February 28, 2010, and February 28, 2011.

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