Reg. No. 33-               

    As filed with the Securities and Exchange Commission on July 7, 1994



                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              ________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                             _________________

                                MAXXAM INC.
             (Exact name of issuer as specified in its charter)

               Delaware                         95-2078752
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)          Identification No.)

                        5847 San Felipe, Suite 2600
                           Houston, Texas  77057
                  (Address of Principal Executive Offices)

                MAXXAM 1994 OMNIBUS EMPLOYEE INCENTIVE PLAN
                   MAXXAM 1994 NON-EMPLOYEE DIRECTOR PLAN
                         (Full title of the plans)

                             Anthony R. Pierno
                 Senior Vice President and General Counsel
                                MAXXAM Inc.
                        5847 San Felipe, Suite 2600
                           Houston, Texas  77057
                               (713) 975-7600
         (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>

                                                  CALCULATION OF REGISTRATION FEE

                                                              Proposed
                                                               Maximum
                                          Proposed Maximum    Aggregate      Amount of
 Title of Securities     Amount to be      Offering Price     Offering     Registration
   to be Registered       Registered          Per Share         Price           Fee
<S>                   <C>                  <C>              <C>              <C>

 Common Stock (par
 value $.50 per
 share)                1,035,000 shares     $34.3125(1)      $35,513,438      $12,246

 Class A $.05 Non-
 Cumulative
 Participating
 Convertible
 Preferred Stock (par
 value $.50 per
 share)                1,000,000 shares       $.50(2)         $500,000         $172

 Common Stock (par
 value $.50 per          1,000,000(3)
 share)                     shares              N/A              N/A            N/A


<FN>

Approximate Date of Proposed Sales:  From time to time after effective date of this Registration Statement.

(1)  Estimated, in accordance with Rule 457(h), solely for the purpose of calculating the registration fee.  The Proposed Maximum
Offering Price Per Share represents the average of the high and low prices per share of the Common Stock, par value $.50 per share
(the "Common Stock"), as reported by the American Stock Exchange for July 1, 1994, which is within five (5) business days prior to
the date of this registration statement.

(2)  Estimated, in accordance with Rule 457(h), solely for the purpose of calculating the registration fee.  The Proposed Maximum
Offering Price Per Share represents the book value per share of $.50 as of June 30, 1994.

(3)  Represents the number of shares of Common Stock issuable upon conversion of the Class A $.05 Non-Cumulative Participating
Convertible Preferred Stock ("Class A Preferred Stock") issued, if any, under the MAXXAM 1994 Omnibus Employee Incentive Plan.
</TABLE>


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, and the Registrant's Report on Form 8-K dated May 17,
1994.

     (c)  The description of securities to be registered contained in the
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "1934 Act") relating to the
Registrant's common stock, including any amendments or reports filed for
the purpose of updating such description.  

     (d)  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
such securities remaining unsold.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or replaces
such statement.  Any such statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The following statements relating to the Class A Preferred Stock are
merely a summary of the terms and provisions of the Class A Preferred Stock
and do not purport to be complete.  Such summary makes use of terms defined
in the Registrant's Restated Certificate of Incorporation (the
"Certificate") and is qualified in its entirety by express reference to the
Certificate, a copy of which is incorporated as an exhibit to this
Registration Statement.  For a full description of the provisions of Class
A Preferred Stock, reference is made to (i) the complete Certificate, a
copy of which has been filed with the Securities and Exchange Commission
(the "Commission") as Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1989 (the "1989 Form 10-K"), and (ii)
the certificates of designation filed with the Secretary of State of the
State of Delaware on February 26, 1990, and July 6, 1994, a copy of each of
which has been filed with the Commission as Exhibit 3.2 to the 1989 Form
10-K and as Exhibit 4(c) to this Registration Statement, respectively.  

     Under Article FOURTH of the Registrant's Restated Certificate of
Incorporation, the Registrant has the authority to issue 12,500,000 shares
of Preferred Stock, par value of $.50 per share ("Preferred Stock").  The
Board of Directors of the Registrant has the authority (without action by
stockholders) to issue shares of the authorized and unissued Preferred
Stock from time to time in one or more classes or one or more series within
any class and, within the limitations and restrictions contained in Article
FOURTH, to fix before issuance the voting powers and the designations,
preferences and relative, optional and other special rights, and the
qualifications, limitations or restrictions of any class or series,
including dividend rights, conversion rights and liquidation preferences. 
Such authority includes the authority (without stockholder approval and
without any consent of the holders of Class A Preferred Stock) to issue
other Preferred Stock at any time in classes or series which have powers,
preferences and rights which are senior to or on a parity with or junior to
the Class A Preferred Stock.  The voting powers of each class or series of
Preferred Stock may include the right to more or less than one vote per
share on any or all matters on which stockholders are entitled to vote, and
the right to vote as a class or series by itself or together with other
classes or series on particular matters.  The dividend and liquidation
rights of any class or series of Preferred Stock may include, in addition
to their preferential rights, the right to participate with the holders of
Common Stock in dividends and in distributions in liquidation.  

     Conversion Rights.  At the option of the holder, the Class A Preferred
Stock is convertible at any time into shares of Common Stock at the rate of
one share of Common Stock for each share of Class A Preferred Stock.  Each
holder of Class A Preferred Stock is generally entitled to ten votes per
share on all matters presented to a vote of the Company's stockholders.

     Dividend Rights.  The holders of Class A Preferred Stock are entitled
to receive, prior to the payment of cash dividends on Common Stock, but
only after payment of all dividends on Senior Stock (as defined in the
Certificate), if any, preferential cash dividends at the rate of $.05 per
annum, when, as and if declared by the Registrant's Board of Directors
payable annual or at such intervals during any Fiscal Year (as defined in
the Certificate) as the Board of Directors may, from time to time,
determine.  Dividends on Class A Preferred Stock are not cumulative, and no
right accrues to the holders of Class A Preferred Stock by reason of the
fact that such dividends are not declared in respect of any Fiscal Year.

     In addition to the annual preferential cash dividend discussed above,
holders of Class A Preferred Stock are entitled to participate, on a share
for share basis, with the holders of Common Stock in all dividends and
other distribution   other than (i) cash dividends on the Common Stock in
respect of any Fiscal Year to the extent not exceeding $.05 per share
(i.e., the amount of the non-cumulative preferential cash dividend on the _____
Class A Preferred Stock) or (ii) any divided or distribution payable in (A)
shares of Common Stock or (B) in warrants or other rights (which expire not
later than 45 days after the record date fixed for the issuance thereof) to
subscribe for or to purchase Common Stock   whenever any dividend or
distribution is declared on the Common Stock in respect of any fiscal year. 

     If the Registrant declares any dividend or distribution on the Common
Stock payable in shares of Common Stock, the holders of Class A Preferred
Stock will be entitled to receive an identical dividend or distribution on
the Class A Preferred Stock, except that the dividend or distribution
declared on the Class A Preferred Stock shall be a dividend or distribution
payable in shares of Class A Preferred Stock.  Similarly, if the Registrant
shall grant rights or warrants to the holders of Common Stock, as such,
entitling them (for a period of not more than 45 days after the record date
fixed for the issuance of such rights or warrants) to subscribe for or to
purchase shares of Common Stock, the holders of Class A Preferred Stock
will be entitled to receive identical rights or warrants, except that the
rights or warrants granted to the holders of Class A Preferred Stock shall
be rights or warrants to subscribe for or to purchase shares of Class A
Preferred Stock.

     In the case of any subdivision or combination of the outstanding
shares of Common Stock, a proportionate subdivision or combination of the
outstanding shares of Class A Preferred Stock is required.  

     Liquidation Rights.  Subject to the prior rights of the holders of 
Senior Stock, if any upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Registrant, before any distribution shall
be made on the Common stock, the holders of Class A Preferred Stock are
entitled to receive a preferential amount in cash equal to $.75 per share
of Class A Preferred Stock.  In addition to this $.75 per share liquidation
preference, the holders of Class A Preferred Stock are entitled to
participate, on a share for share basis, with the holders of Common Stock
in all assets of the Registrant available for distribution in the event of
the voluntary or involuntary liquidation, dissolution or winding-up of the
Registrant whenever any such distribution is made to the holders of Common
Stock.

     Voting Rights.  The holders of Class A Preferred Stock are entitled to
ten votes for each share held and, except as otherwise required by law or
an indicated in the Certificate, will vote together with the holders of
Common Stock and the holders of any other classes or series of Preferred
Stock who are entitled to vote in such manner, and not as a separate class. 
The voting rights of holders of Class A Preferred Stock are qualified by
certain "anti-takeover" provisions.

     Stockholders are not entitled to cumulative voting rights, and,
accordingly, the holders of a majority of the shares voting for the
election of directors, whether by class vote or otherwise, can elect the
entire number of directors to be so elected if they choose to do so.  In
that event, the holders of the remaining shares participating in the
election of such directors will not be able to elect any person or persons
to the Board of Directors.  The Registrant's Certificate provides that so
long as any shares of Class A Preferred Stock are outstanding, the holders
of Common Stock will be entitled to elect as a class, the greater of (i)
two directors, or (ii) that number of directors which constitutes 25% of
the then current members of the Board of Directors rounded up to the
nearest whole number.  All directors elected by the holders of Common Stock
are elected for terms of one year each.

     General.  The shares of Class A Preferred Stock will, when issued, be
fully paid and non-assessable, will not be redeemable and will have no
preemptive rights.  There are no sinking fund provisions for the Class A
Preferred Stock.

     The transfer agent and registrar for the Class A Preferred Stock is
The Bank of New York, 101 Barclay Street, New York, New York  10286.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit
the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchase or
redemptions), or (iv) for any transaction from which the director derived
an improper personal benefit.

     Reference also is made to Section 145 of the DGCL which provides that
a corporation may indemnify any person, including officers and directors,
who is, or is threatened to be made, a party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise.  The indemnity may include
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, if such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal proceeding,
had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify its officers, directors, employees and
agents in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be
liable to the corporation.  Where an officer, director, employee or agent
is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer, director, employee or agent actually and reasonably
incurred in connection therewith.

     The Registrant's By-Laws provide for indemnification of directors and
officers of the Registrant similar to that provided for in Section 145 of
the DGCL.

     Subject to certain limitations and exceptions the Registrant has
insurance coverage for losses by any person who is or hereafter may be a
director or officer of the Registrant arising from claims against that
person for any wrongful act in his capacity as a director or officer of the
Registrant or any of its subsidiaries.  The policy also provides for
reimbursement to the Registrant for indemnification given by the Registrant
pursuant to common or statutory law or its certificate of incorporation or
by-laws to any such person arising from any such claims.

     The foregoing discussion is qualified in its entirety by reference to
the DGCL and the Registrant's By-Laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.         DESCRIPTION

     4(a)      Restated Certificate of Incorporation of the Registrant,
dated April 10, 1989 (incorporated herein by reference to Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K for the year ended December 31,
1989)

     4(b)      Certificate of Powers, Designations, Preferences and
Relative, Participating, Optional and Other Rights of the Registrant's
Class B Junior Participating Preferred Stock (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989)

     *4(c)     Certificate of Designations of Class A $.05 Non-Cumulative
Participating Convertible Preferred Stock of MAXXAM Inc.

     4(d)      By-Laws of the Registrant, as amended on October 6, 1988
(incorporated herein by reference to Exhibit 3.2 to Amendment No. 2 to the
Registrant's 1991 Registration Statement)

     *5        Opinion of Counsel re Legality

     *23(a)    Consent of Independent Public Accountants

     *23(b)    Consent of Counsel (included in Exhibit 5)

     *24       Power of Attorney (on Signature Page)

 
* Included in this filing.

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i)       To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "1933 Act");

          (ii)      To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; 

          (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for indemnifica-
tion against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of such issue.


                                 SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on July
7, 1994.

                                   MAXXAM INC.


                                   By:   CHARLES E. HURWITZ      
                                         Charles E. Hurwitz
                                    Chairman of the Board, Chief
                                          Executive Officer
                                            and President



                             POWER OF ATTORNEY

          Know all men by these presents, that each of the undersigned
constitutes and appoints Byron L. Wade, Bernard L. Birkel and Karen Bryant,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to
this registration statement (including post-effective amendments), and to
file same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

         Signatures                      Title                    Date     


     CHARLES E. HURWITZ      Chairman of the Board, Chief      July 7, 1994
     Charles E. Hurwitz      Executive Officer, President
                             and Director (Principal
                             Executive Officer)


       JOHN T. LA DUC        Senior Vice President   Chief     July 7, 1994
       John T. La Duc        Financial Officer (Principal
                             Financial Officer and
                             Principal Accounting Officer)

    ROBERT J. CRUIKSHANK     Director                          July 7, 1994
    Robert J. Cruikshank


       EZRA G. LEVIN         Director                          July 7, 1994
       Ezra G. Levin


    STANLEY D. ROSENBERG     Director                          July 7, 1994
    Stanley D. Rosenberg
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Reg. No. 33-               

    As filed with the Securities and Exchange Commission on July 7, 1994

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              ________________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                             _________________

                                MAXXAM INC.
             (Exact name of issuer as specified in its charter)

               Delaware                         95-2078752
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)          Identification No.)

                        5847 San Felipe, Suite 2600
                           Houston, Texas  77057
                  (Address of Principal Executive Offices)

                MAXXAM 1994 OMNIBUS EMPLOYEE INCENTIVE PLAN
                   MAXXAM 1994 NON-EMPLOYEE DIRECTOR PLAN
                         (Full title of the plans)

                             Anthony R. Pierno
                 Senior Vice President and General Counsel
                                MAXXAM Inc.
                        5847 San Felipe, Suite 2600
                           Houston, Texas  77057
                               (713) 975-7600
         (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

                                                              Proposed
                                                               Maximum
                                          Proposed Maximum    Aggregate      Amount of
 Title of Securities     Amount to be      Offering Price     Offering     Registration
   to be Registered       Registered          Per Share         Price           Fee
Common Stock (par
 value $.50 per
 share)                1,035,000 shares     $34.3125(1)      $35,513,438      $12,246

 Class A $.05 Non-
 Cumulative
 Participating
 Convertible
 Preferred Stock (par
 value $.50 per
 share)                1,000,000 shares       $.50(2)         $500,000         $172

 Common Stock (par
 value $.50 per          1,000,000(3)
 share)                     shares              N/A              N/A            N/A
Approximate Date of Proposed Sales:  From time to time after effective date of this Registration Statement.

(1)  Estimated, in accordance with Rule 457(h), solely for the purpose of calculating the registration fee.  The Proposed Maximum
Offering Price Per Share represents the average of the high and low prices per share of the Common Stock, par value $.50 per share
(the "Common Stock"), as reported by the American Stock Exchange for July 1, 1994, which is within five (5) business days prior to
the date of this registration statement.

(2)  Estimated, in accordance with Rule 457(h), solely for the purpose of calculating the registration fee.  The Proposed Maximum
Offering Price Per Share represents the book value per share of $.50 as of June 30, 1994.

(3)  Represents the number of shares of Common Stock issuable upon conversion of the Class A $.05 Non-Cumulative Participating
Convertible Preferred Stock ("Class A Preferred Stock") issued, if any, under the MAXXAM 1994 Omnibus Employee Incentive Plan.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, and the Registrant's Report on Form 8-K dated May 17,
1994.

     (c)  The description of securities to be registered contained in the
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "1934 Act") relating to the
Registrant's common stock, including any amendments or reports filed for
the purpose of updating such description.  

     (d)  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
such securities remaining unsold.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or replaces
such statement.  Any such statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The following statements relating to the Class A Preferred Stock are
merely a summary of the terms and provisions of the Class A Preferred Stock
and do not purport to be complete.  Such summary makes use of terms defined
in the Registrant's Restated Certificate of Incorporation (the
"Certificate") and is qualified in its entirety by express reference to the
Certificate, a copy of which is incorporated as an exhibit to this
Registration Statement.  For a full description of the provisions of Class
A Preferred Stock, reference is made to (i) the complete Certificate, a
copy of which has been filed with the Securities and Exchange Commission
(the "Commission") as Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1989 (the "1989 Form 10-K"), and (ii)
the certificates of designation filed with the Secretary of State of the
State of Delaware on February 26, 1990, and July 6, 1994, a copy of each of
which has been filed with the Commission as Exhibit 3.2 to the 1989 Form
10-K and as Exhibit 4(c) to this Registration Statement, respectively.  

     Under Article FOURTH of the Registrant's Restated Certificate of
Incorporation, the Registrant has the authority to issue 12,500,000 shares
of Preferred Stock, par value of $.50 per share ("Preferred Stock").  The
Board of Directors of the Registrant has the authority (without action by
stockholders) to issue shares of the authorized and unissued Preferred
Stock from time to time in one or more classes or one or more series within
any class and, within the limitations and restrictions contained in Article
FOURTH, to fix before issuance the voting powers and the designations,
preferences and relative, optional and other special rights, and the
qualifications, limitations or restrictions of any class or series,
including dividend rights, conversion rights and liquidation preferences. 
Such authority includes the authority (without stockholder approval and
without any consent of the holders of Class A Preferred Stock) to issue
other Preferred Stock at any time in classes or series which have powers,
preferences and rights which are senior to or on a parity with or junior to
the Class A Preferred Stock.  The voting powers of each class or series of
Preferred Stock may include the right to more or less than one vote per
share on any or all matters on which stockholders are entitled to vote, and
the right to vote as a class or series by itself or together with other
classes or series on particular matters.  The dividend and liquidation
rights of any class or series of Preferred Stock may include, in addition
to their preferential rights, the right to participate with the holders of
Common Stock in dividends and in distributions in liquidation.  

     Conversion Rights.  At the option of the holder, the Class A Preferred
Stock is convertible at any time into shares of Common Stock at the rate of
one share of Common Stock for each share of Class A Preferred Stock.  Each
holder of Class A Preferred Stock is generally entitled to ten votes per
share on all matters presented to a vote of the Company's stockholders.

     Dividend Rights.  The holders of Class A Preferred Stock are entitled
to receive, prior to the payment of cash dividends on Common Stock, but
only after payment of all dividends on Senior Stock (as defined in the
Certificate), if any, preferential cash dividends at the rate of $.05 per
annum, when, as and if declared by the Registrant's Board of Directors
payable annual or at such intervals during any Fiscal Year (as defined in
the Certificate) as the Board of Directors may, from time to time,
determine.  Dividends on Class A Preferred Stock are not cumulative, and no
right accrues to the holders of Class A Preferred Stock by reason of the
fact that such dividends are not declared in respect of any Fiscal Year.

     In addition to the annual preferential cash dividend discussed above,
holders of Class A Preferred Stock are entitled to participate, on a share
for share basis, with the holders of Common Stock in all dividends and
other distribution   other than (i) cash dividends on the Common Stock in
respect of any Fiscal Year to the extent not exceeding $.05 per share
(i.e., the amount of the non-cumulative preferential cash dividend on the _____
Class A Preferred Stock) or (ii) any divided or distribution payable in (A)
shares of Common Stock or (B) in warrants or other rights (which expire not
later than 45 days after the record date fixed for the issuance thereof) to
subscribe for or to purchase Common Stock   whenever any dividend or
distribution is declared on the Common Stock in respect of any fiscal year. 

     If the Registrant declares any dividend or distribution on the Common
Stock payable in shares of Common Stock, the holders of Class A Preferred
Stock will be entitled to receive an identical dividend or distribution on
the Class A Preferred Stock, except that the dividend or distribution
declared on the Class A Preferred Stock shall be a dividend or distribution
payable in shares of Class A Preferred Stock.  Similarly, if the Registrant
shall grant rights or warrants to the holders of Common Stock, as such,
entitling them (for a period of not more than 45 days after the record date
fixed for the issuance of such rights or warrants) to subscribe for or to
purchase shares of Common Stock, the holders of Class A Preferred Stock
will be entitled to receive identical rights or warrants, except that the
rights or warrants granted to the holders of Class A Preferred Stock shall
be rights or warrants to subscribe for or to purchase shares of Class A
Preferred Stock.

     In the case of any subdivision or combination of the outstanding
shares of Common Stock, a proportionate subdivision or combination of the
outstanding shares of Class A Preferred Stock is required.  

     Liquidation Rights.  Subject to the prior rights of the holders of 
Senior Stock, if any upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Registrant, before any distribution shall
be made on the Common stock, the holders of Class A Preferred Stock are
entitled to receive a preferential amount in cash equal to $.75 per share
of Class A Preferred Stock.  In addition to this $.75 per share liquidation
preference, the holders of Class A Preferred Stock are entitled to
participate, on a share for share basis, with the holders of Common Stock
in all assets of the Registrant available for distribution in the event of
the voluntary or involuntary liquidation, dissolution or winding-up of the
Registrant whenever any such distribution is made to the holders of Common
Stock.

     Voting Rights.  The holders of Class A Preferred Stock are entitled to
ten votes for each share held and, except as otherwise required by law or
an indicated in the Certificate, will vote together with the holders of
Common Stock and the holders of any other classes or series of Preferred
Stock who are entitled to vote in such manner, and not as a separate class. 
The voting rights of holders of Class A Preferred Stock are qualified by
certain "anti-takeover" provisions.

     Stockholders are not entitled to cumulative voting rights, and,
accordingly, the holders of a majority of the shares voting for the
election of directors, whether by class vote or otherwise, can elect the
entire number of directors to be so elected if they choose to do so.  In
that event, the holders of the remaining shares participating in the
election of such directors will not be able to elect any person or persons
to the Board of Directors.  The Registrant's Certificate provides that so
long as any shares of Class A Preferred Stock are outstanding, the holders
of Common Stock will be entitled to elect as a class, the greater of (i)
two directors, or (ii) that number of directors which constitutes 25% of
the then current members of the Board of Directors rounded up to the
nearest whole number.  All directors elected by the holders of Common Stock
are elected for terms of one year each.

     General.  The shares of Class A Preferred Stock will, when issued, be
fully paid and non-assessable, will not be redeemable and will have no
preemptive rights.  There are no sinking fund provisions for the Class A
Preferred Stock.

     The transfer agent and registrar for the Class A Preferred Stock is
The Bank of New York, 101 Barclay Street, New York, New York  10286.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit
the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchase or
redemptions), or (iv) for any transaction from which the director derived
an improper personal benefit.

     Reference also is made to Section 145 of the DGCL which provides that
a corporation may indemnify any person, including officers and directors,
who is, or is threatened to be made, a party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise.  The indemnity may include
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, if such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal proceeding,
had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify its officers, directors, employees and
agents in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be
liable to the corporation.  Where an officer, director, employee or agent
is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer, director, employee or agent actually and reasonably
incurred in connection therewith.

     The Registrant's By-Laws provide for indemnification of directors and
officers of the Registrant similar to that provided for in Section 145 of
the DGCL.

     Subject to certain limitations and exceptions the Registrant has
insurance coverage for losses by any person who is or hereafter may be a
director or officer of the Registrant arising from claims against that
person for any wrongful act in his capacity as a director or officer of the
Registrant or any of its subsidiaries.  The policy also provides for
reimbursement to the Registrant for indemnification given by the Registrant
pursuant to common or statutory law or its certificate of incorporation or
by-laws to any such person arising from any such claims.

     The foregoing discussion is qualified in its entirety by reference to
the DGCL and the Registrant's By-Laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT NO.         DESCRIPTION

     4(a)      Restated Certificate of Incorporation of the Registrant,
dated April 10, 1989 (incorporated herein by reference to Exhibit 3.1 to
the Registrant's Annual Report on Form 10-K for the year ended December 31,
1989)

     4(b)      Certificate of Powers, Designations, Preferences and
Relative, Participating, Optional and Other Rights of the Registrant's
Class B Junior Participating Preferred Stock (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989)

     *4(c)     Certificate of Designations of Class A $.05 Non-Cumulative
Participating Convertible Preferred Stock of MAXXAM Inc.

     4(d)      By-Laws of the Registrant, as amended on October 6, 1988
(incorporated herein by reference to Exhibit 3.2 to Amendment No. 2 to the
Registrant's 1991 Registration Statement)

     *5        Opinion of Counsel re Legality

     *23(a)    Consent of Independent Public Accountants

     *23(b)    Consent of Counsel (included in Exhibit 5)

     *24       Power of Attorney (on Signature Page)

 
* Included in this filing.

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i)       To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "1933 Act");

          (ii)      To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; 

          (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for indemnifica-
tion against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of such issue.

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on July
7, 1994.

                                   MAXXAM INC.

                                   By:   CHARLES E. HURWITZ      
                                         Charles E. Hurwitz
                                    Chairman of the Board, Chief
                                          Executive Officer
                                            and President

                             POWER OF ATTORNEY

          Know all men by these presents, that each of the undersigned
constitutes and appoints Byron L. Wade, Bernard L. Birkel and Karen Bryant,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to
this registration statement (including post-effective amendments), and to
file same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

         Signatures                      Title                    Date     

     CHARLES E. HURWITZ      Chairman of the Board, Chief      July 7, 1994
     Charles E. Hurwitz      Executive Officer, President
                             and Director (Principal
                             Executive Officer)

       JOHN T. LA DUC        Senior Vice President   Chief     July 7, 1994
       John T. La Duc        Financial Officer (Principal
                             Financial Officer and
                             Principal Accounting Officer)

    ROBERT J. CRUIKSHANK     Director                          July 7, 1994
    Robert J. Cruikshank

       EZRA G. LEVIN         Director                          July 7, 1994
       Ezra G. Levin

    STANLEY D. ROSENBERG     Director                          July 7, 1994
    Stanley D. Rosenberg