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 *
LASSA JUDITH M
   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)
Senior Vice President
(Last)
(First)
(Middle)
BOISE INC., 1111 WEST JEFFERSON STREET, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
03/15/2011
(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 03/15/2011   F   15,755 (1) D $ 8.55 216,084 D  
Common Stock 03/15/2011   A   8,946 (2) A $ 0 225,030 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
2011 Restricted Stock Units (3) 03/15/2011   A   10,898   03/15/2013(4) 03/17/2014(4) Common Stock 10,898 $ 0 10,898 D  
2011 Stock Option $ 8.55 03/15/2011   A   21,472   03/15/2013(5)   (5) Common Stock 21,472 $ 0 21,472 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LASSA JUDITH M
BOISE INC.
1111 WEST JEFFERSON STREET, SUITE 200
BOISE, ID 83702-5388		       Senior Vice President  

Signatures

 /s/ Judith M. Lassa   03/17/2011
**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 March 16, 2009, Ms. Lassa was awarded 230,000 restricted stock (RS) shares under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RS shares vest as follows: 46,000 RS shares vested on March 15, 2010; 46,000 vested on March 15, 2011; and the remaining 138,000 will vest on March 15, 2012. Ms. Lassa elected to have shares withheld to satisfy her tax withholding obligations on the 46,000 RS shares that vested on March 15, 2011.
(2) The company declared a special cash dividend payable on December 3, 2010, to shareholders of record on November 17, 2010. On the record date, our executive officers held unvested restricted stock or restricted stock units that, pursuant to the terms of their award agreements, did not accrue dividends. On February 23, 2011, the compensation committee of our board of directors approved a supplemental equity award to our executive officers to align management and shareholder interests regarding dividend strategy. Accordingly, on March 15, 2011, Ms. Lassa was awarded a supplemental one-year, service-condition vesting equity award equivalent in value to the dividends she would have received on her restricted stock held as of the record date.
(3) Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock.
(4) On March 15, 2011, Ms. Lassa was awarded 10,898 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: 5,449 RSUs will vest on March 15, 2013, and the remaining 5,449 will vest on March 17, 2014.
(5) On March 15, 2011, Ms. Lassa was awarded a nonqualified stock option under the Boise Inc. Incentive and Performance Plan. This stock option award will vest and become exercisable as follows: 10,736 shares will vest and become exercisable on March 15, 2013; and the remaining 10,736 will vest and become exercisable on March 17, 2014. This award, to the extent vested, must be exercised on or before the earliest of the following: the tenth anniversary of the award date; five years after the date of Ms. Lassa's retirement; three years after Ms. Lassa's death or total and permanent disability; or one year after Ms. Lassa's termination pursuant to her stock option award agreement.

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