FORM 10-Q/A NO. 1
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                      




            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1994

                       Commission File Number 1-3924



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



           DELAWARE                          95-2078752
 (State or other jurisdiction             (I.R.S. Employer
      of incorporation or              Identification Number)
         organization)


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



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



     Indicate by  check  mark whether  the  Registrant  (1) has  filed  all
reports  required to  be filed  by Section  13 or  15(d) of  the Securities
Exchange Act  of 1934 during the  preceding 12 months (or  for such shorter
period that  the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.   Yes  /x/  
No / /




 Number of shares of common stock outstanding at August 1, 1994:  8,698,464





                                MAXXAM INC.

                        PART II.  OTHER INFORMATION

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          The annual meeting of stockholders of the Company was held on May
25, 1994, at  which meeting  the stockholders voted  to elect  management's
slate of  nominees as directors of the Company and approved the MAXXAM 1994
Omnibus Employee Incentive Plan, the MAXXAM 1994 Non-Employee Director Plan
and the MAXXAM 1994 Executive Bonus Plan (collectively, the "Plans").

          The  nominees for election as directors of the Company are listed
below,  together with voting information for each nominee.  Messrs. Charles
E. Hurwitz and Robert J. Cruikshank continued as directors of the Company.

          NOMINEES FOR ELECTION BY HOLDERS OF COMMON STOCK

          Stanley D. Rosenberg  - 5,700,176 votes  for, -0- votes  against,
          56,585  votes withheld, -0- votes abstaining  and -0- broker non-
          votes.

          NOMINEE  FOR  ELECTION BY  HOLDERS OF  COMMON  STOCK AND  CLASS A
          PREFERRED STOCK

          Ezra G. Levin -  12,353,791 votes for, -0- votes  against, 32,040
          votes withheld, -0- votes abstaining and -0- broker non-votes.

          The voting information  with respect  to the Plans  is set  forth
          below.

          MAXXAM 1994 OMNIBUS EMPLOYEE INCENTIVE PLAN

          10,313,515 votes for, 363,218  votes against, -0- votes withheld,
          46,425 votes abstaining and 1,662,673 broker non-votes.

          MAXXAM 1994 NON-EMPLOYEE DIRECTOR PLAN

          10,447,235 votes for, 126,209  votes against, -0- votes withheld,
          149,714 votes abstaining and 1,662,673 broker non-votes.

          MAXXAM 1994 EXECUTIVE BONUS PLAN

          11,664,013 votes for, 242,812  votes against, -0- votes withheld,
          152,571 votes abstaining and 362,435 broker non-votes.





                                 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 thereunto duly authorized, who has signed this report on
behalf of  the  Registrant  and  as the  chief  financial  officer  of  the
Registrant.


                                          MAXXAM INC.





Date: August 16, 1994         By:        JOHN T. LA DUC
                                         John T. La Duc
                                Senior Vice President and Chief
                                        Financial Officer