Ownership Submission
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 *
WARREN ROBERT A
   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)
Executive Vice President & COO
(Last)
(First)
(Middle)
BOISE INC., 1111 WEST JEFFERSON STREET, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2011
(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 02/28/2011   M   10,566 A $ 0 39,214 D  
Common Stock 02/28/2011   F   3,619 (1) D $ 8.98 35,595 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
2008 Restricted Stock Units (2) 02/28/2011   M     10,566   (1) 02/28/2011(1) Common Stock 10,566 $ 0 0 D  
2008 Restricted Stock Units (2) 03/01/2011   D     28,800   (3) 02/28/2011(3) Common Stock 28,800 $ 0 0 D  
2008 Restricted Stock Units (2) 03/01/2011   D     46,500   (4) 02/28/2011(4) Common Stock 46,500 $ 0 0 D  
2009 Restricted Stock Units (2)               (5) 03/15/2012(5) Common Stock 232,000   232,000 D  
2010 Restricted Stock Units (2)             11/15/2013(6) 11/15/2013(6) Common Stock 50,000   50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WARREN ROBERT A
BOISE INC.
1111 WEST JEFFERSON STREET, SUITE 200
BOISE, ID 83702-5388		       Executive Vice President & COO  

Signatures

 /s/ Robert A. Warren   03/02/2011
**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) On May 2, 2008, Mr. Warren was awarded 107,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. A portion of this 2008 award was service-condition vesting (31,700 RSUs) and the remaining portion was market-condition vesting (75,300 RSUs). The first 1/3 of the service-condition vesting RSUs vested on March 2, 2009, and Mr. Warren paid the withholding tax on those shares. The second 1/3 vested on March 1, 2010, and Mr. Warren elected to have shares withheld to satisfy his tax withholding obligations. The final 1/3 vested on February 28, 2011, and Mr. Warren elected to have shares withheld to satisfy his tax withholding obligations. Pursuant to Mr. Warren's Restricted Stock Unit Award Agreement, the company paid cash for the fractional shares.
(2) Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock.
(3) These RSUs would have vested on February 28, 2011, if at some point before that date the company's stock price had closed at or above $10.00 on 20 of any consecutive 30 trading days. We did not meet this stock price performance measure. Pursuant to Mr. Warren's Restricted Stock Unit Award Agreement, these RSUs were forfeited on March 1, 2011.
(4) These RSUs would have vested on February 28, 2011, if at some point before that date the company's stock price had closed at or above $12.50 on 20 of any consecutive 30 trading days. We did not meet this stock price performance measure. Pursuant to Mr. Warren's Restricted Stock Unit Award Agreement, these RSUs were forfeited on March 1, 2011.
(5) On March 16, 2009, Mr. Warren was awarded 290,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: 58,000 RSUs vested on March 15, 2010; 58,000 will vest on March 15, 2011; and the remaining 174,000 will vest on March 15, 2012.
(6) On November 1, 2010, Mr. Warren was awarded 50,000 restricted stock units (RSUs) upon his election as our executive vice president and chief operating officer. These service-condition vesting RSUs vest on November 15, 2013. Any of these RSUs that have not vested on or before November 15, 2013, will be forfeited.

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