Form 15


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

                                    FORM 15

     CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
   12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
  REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                        Commission File Number 333-18723

                           MAXXAM GROUP HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                           5847 SAN FELIPE, SUITE 2600
                              HOUSTON, TEXAS 77057
                                 (281) 807-8700
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                       12% SENIOR SECURED NOTES DUE 2003*
            (Title of each class of securities covered by this Form)

                                      NONE
  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)


       Please place an X in the box(es) to designate the appropriate rule
   provision(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)    /  /      Rule 12h-3(b)(1)(i)       /  /
         Rule 12g-4(a)(1)(ii)   /  /      Rule 12h-3(b)(1)(ii)      /  /
         Rule 12g-4(a)(2)(i)    /  /      Rule 12h-3(b)(2)(i)       /  /
         Rule 12g-4(a)(2)(ii)   /  /      Rule 12h-3(b)(2)(ii)      /  /
                                          Rule 15d-6                /x /

    Approximate number of holders as of the certification or notice date:  None

*  The registrant had been filing reports with the Securities and Exchange
   Commission as required pursuant to the Indenture governing its 12% Senior
   Secured Notes due 2003.  As such Notes have been redeemed, the registrant
   is no longer required to file such reports and will not be doing so.  The
   registrant is accordingly furnishing to the Commission notice thereof.

        Pursuant to the requirements of the Securities Exchange Act of 1934,
MAXXAM Group Holdings Inc. has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

Date:  December 30, 2002                     By:    /S/ Bernard L. Birkel
                                                    Bernard L. Birkel
                                                        Secretary

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of
which shall be manually signed.  It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person.  The name and
title of the person signing the form shall be typed or printed under the
signature.