8-K

                            SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.  20549

                                         FORM 8-K

                     CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                            THE SECURITIES EXCHANGE ACT OF 1934

                              Date of Report:  March 24, 1999


                                MAXXAM GROUP HOLDINGS INC.
                  (Exact name of Registrant as Specified in its Charter)


                                         DELAWARE
                      (State or other jurisdiction of incorporation)


                                         333-18723
                                 (Commission File Number)


                                        76-0518669
                          (I.R.S. Employer Identification Number)


        5847 SAN FELIPE, SUITE 2600                                77057
              HOUSTON, TEXAS                                    (Zip Code)
           (Address of Principal
            Executive Offices)


Registrant's telephone number, including area code:  (713) 975-7600


ITEM 5.     OTHER EVENTS

            Attached hereto as Exhibit 99.1 is a press release announcing that
Scotia Pacific Company LLC ("Scotia LLC"), an indirect wholly owned
subsidiary of the Registrant, has filed a Prospectus Supplement to its
Prospectus dated December 30, 1998 issued in connection with the ongoing
exchange offer of three classes of its timber collateralized notes.  The
Prospectus Supplement contains information concerning consummation of the 
Headwaters Agreement and certain other matters.  This press release is being 
filed with the Securities and Exchange Commission pursuant to Rule 135c under
the Securities Act of 1933.


                                        SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                  MAXXAM GROUP HOLDINGS INC.
                                                         (Registrant)


Date:  March 24, 1999               By:              /S/ BERNARD L. BIRKEL
                                                       Bernard L. Birkel
                                                           Secretary

EX-99

                                                                 Exhibit 99.1

              SCOTIA PACIFIC COMPANY LLC FILES PROSPECTUS SUPPLEMENT

            HOUSTON, Texas, March 22, 1999 -- Scotia Pacific Company LLC, a
subsidiary of MAXXAM Inc. (ASE:MXM), announced that it has filed with the 
Securities and Exchange Commission a prospectus supplement to the Prospectus 
dated December 30, 1998 (the "Prospectus") issued by the company in connection
with its ongoing exchange offer of three classes of timber collateralized notes.
The exchange offer was recently extended by Scotia Pacific until Thursday, 
March 25, 1999.

            The prospectus supplement, which is being sent to the company's 
note holders, contains information concerning the consummation of the Headwaters
Agreement and certain other developments since the date of the Prospectus.

            MAXXAM operates primarily in aluminum, forest products, and real 
estate.