UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                                   (Check One)

            [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
                   [X] Form 10-Q and Form 10-KSB [ ]Form N-SAR
                        For Period Ended: March 31, 2002

                       [ ] Transition Report on Form 10-K
                       [ ] Transition Report on Form 20-F
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                       [ ] Transition Report on Form N-SAR
                      For the Transition Period Ended: N/A

      Nothing in this Form shall be construed to imply that the Commission has
verified any information herein.

      If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:  N/A

                                     PART I
                             REGISTRANT INFORMATION

      Full Name of Registrant:  MAXXAM Group Holdings Inc.

      Former name if applicable:  N/A

      Address of Principal
      Executive Office (Street and Number):          5847 San Felipe, Suite 2600
                                                     Houston, Texas  77057



                                     PART II
                             RULES 12B-25(B) AND (C)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

           |   (a)   The reasons described in reasonable detail in Part III of
           |         this form could not be eliminated without unreasonable
           |         effort or expense;
           |
           |   (b)   The subject annual report, semi-annual report, transition
           |         report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
   |X|     |         portion thereof, will be filed on or before the fifteenth
           |         calendar day following the prescribed due date; or the
           |         subject quarterly report or transition report on Form 10-Q,
           |         or portion thereof, will be filed on or before the fifth
           |         calendar day following the prescribed due date; and
           |
           |   (c)   The accountant's statement or other exhibit required by
           |         Rule 12b-25(c) has been attached if applicable.



                                    PART III
                                    NARRATIVE

      State below in reasonable detail the reasons why the Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR or the transition report or
portion thereof, could not be filed within the prescribed period.

           The Company is seeking relief under Rule 12b-25(b) as a result of the
           Company's recent change of its principal independent accountant, as
           reported on a Form 8-K dated as of April 30, 2002. The further period
           is needed in order to allow additional time for the Company's
           new principal independent accountant to complete the review required
           by Rule 10-01(d) of Regulation S-X


                                     PART IV
                                OTHER INFORMATION

(1)   Name and  telephone number of person to contact in regard to this notification:


          Bernard L. Birkel            (713)              267-3669
               (Name)               (Area Code)      (Telephone Number)

(2)   Have all other periodic reports required under section 13 or 15(d) of the
      Securities Exchange Act of 1934 or section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If the
      answer is no, identify report(s). [X] Yes [ ] No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof?
      [X] Yes    [  ] No

      If so: attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.

           Significant changes in the results of operations from the
           corresponding period for the last fiscal year are primarily
           attributable to the Company's investment in Kaiser. As of December
           31, 2001, the Company's investment in Kaiser was accounted for under
           the equity method. As such, the Company was required to record its
           equity share of losses attributable to Kaiser, which reduced the
           investment to zero as of December 31, 2001. As a result of Kaiser's
           Chapter 11 filing, the Company began reporting its investment in
           Kaiser under the cost method beginning in the first quarter of 2002,
           with no further recognition of equity in earning or losses of Kaiser
           for the quarter. In contrast, the Company recognized income of $42.0
           million in the first quarter of 2001 related to its equity in
           earnings from Kaiser.




                           MAXXAM GROUP HOLDINGS INC.
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.



DATE:      May 15, 2002                  By:         /S/ BERNARD L. BIRKEL
                                              ----------------------------------
                                                         Secretary and
                                               Senior Assistant General Counsel

DATE:      May 15, 2002                  By:       /S/ ELIZABETH D. BRUMLEY
                                              ----------------------------------
                                                          Controller