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 (date of earliest event reported): December 15, 2008

MAXXAM INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of incorporation)

1-3924

(Commission File Number)

95-2078752

(I.R.S. Employer Identification Number)

1330 Post Oak Boulevard Suite 2000 Houston, Texas (Address of Principal Executive Offices) 77056 (Zip Code)

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

Not Applicable

(Former name, former address and

former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Compensatory Arrangements of Certain Officers.

On December 10, 2008, the Compensation Policy Committee of the Registrant’s Board of Directors authorized the following modifications to the Registrant’s Capital Accumulation Plan (the “Plan”):

•   the percentage of Compensation (as defined in the Plan) credited to each participant’s account annually is to increase from 2% to 4%;

•   vested balances under Plan are to be distributed every 5 years (rather than every 10 years as now provided by the Plan); and

•   the annual vesting of account balances is to increase from 10% to 20%.

Each of these modifications is to be effective January 1, 2009.  As disclosed in the Registrant’s Proxy Statement in connection with its 2008 Annual Meeting of Stockholders, each of the Company’s named executive officers participates in the Plan.  The Plan amendment reflecting the above modifications is attached as Exhibit 10.1 to this Form 8-K.

Item 9.01.                 Financial Statements and Exhibits.

(c)          Exhibits

                                   10.1 Amendment to MAXXAM Inc. Revised Capital Accumulation Plan of 1988

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 Inc.
Date:   December 16, 2008		By:	/s/ Bernard L. Birkel
		Name:	Bernard L. Birkel
		Title:	Secretary
EXHIBIT INDEX
Exhibit No.	Description
10.1	Amendment to MAXXAM Inc. Revised Capital Accumulation Plan of 1988

0141FMS8.VM.DOC

EX-10.1

Exhibit 10.1

AMENDMENT TO MAXXAM INC. REVISED

CAPITAL ACCUMULATION PLAN OF 1988

WHEREAS, the Compensation Policy Committee (the “Committee”) of the Board of Directors of MAXXAM Inc. (the “Company”) has, pursuant to the MAXXAM Inc. Revised Capital Accumulation Plan of 1988 (As Amended and Restated 2006) (the “Plan”) been appointed as the administrative committee for the Plan; and

WHEREAS, the Committee has approved certain amendments to the Plan and authorized and directed the officers of the Company to document and effectuate such amendments;

NOW, THEREFORE, the Plan is hereby amended as indicated below:

1. Section 2.3(a) of the Plan is hereby amended to add the following as the third sentence of such Section 2.3:  “For each calendar year beginning on or after January 1, 2009, a credit shall be entered on the records of the Company or a Participating Company for each participant equal to 4% of the participant’s Compensation paid during that year.”

2. Section 3.1 of the Plan is hereby amended by deleting the existing item b) and substituting in its place the following:  “b) December 31, 2008, and every fifth (5th) December 31st” thereafter (December 31, 2013, et. seq).”

3. The first sentence of Section 3.2 (a) of the Plan is hereby amended by deleting the phrase “subsequent ten (10) year” and substituting the phase “subsequent five (5) year” in its place.

4. The first sentence of Section 3.2 (b) of the Plan is hereby amended by deleting the phrase “product of 10% multiplied by” and substituting the phase “product of 20% multiplied by” in its place.

5. Section 3.3 (c) of the Plan is hereby amended by deleting the phrase “subsequent ten (10) year” and substituting the phase “subsequent five (5) year” in its place.

IN WITNESS WHEREOF, this instrument is executed as the 15th day of December 2008.

MAXXAM Inc.

/s/ M. Emily Madison

M. Emily Madison, Vice President, Finance