SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13E-3

Amendment No. 2 to

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

MAXXAM Inc.

(Name of the Issuer)

MAXXAM Inc.
Charles E. Hurwitz
Gilda Investments, LLC
Giddeon Holdings, Inc.
Hurwitz Investment Partnership L.P.
Hurwitz Family Foundation
Shawn M. Hurwitz
(Name of Person(s) Filing Statement)

Common Stock, $0.50 Par Value; Preferred Stock, $0.50 Par Value
(Title of Class of Securities)

Common Stock — 577913-10-6; Preferred Stock — 577913-20-5
(CUSIP Number of Class of Securities)

Bernard L. Birkel
Corporate Secretary
1330 Post Oak Boulevard, Suite 2000
Houston, Texas 77056-3058
(713) 975-7600
(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)

With Copies To:

Geoffrey K. Walker
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002-3090
(713) 220-4757

This statement is filed in connection with (check the appropriate box):

a.     þ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.     o The filing of a registration statement under the Securities Act of 1933.

c.     o A tender offer.

d.     o None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee*
$1,806,000	$	100.77

*	Pursuant to Rule 0-11(b)(1) and Fee Rate Advisory #5 dated March 11, 2009, the transaction valuation equals the value of the securities proposed to be acquired and the filing fee equals $55.80 per million of the transaction value, in each case based on the cash out prices proposed to be paid for the estimated numbers of shares of Common Stock and Class A Preferred Stock proposed to be acquired in the Rule 13e-3 Transaction.
þ	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and date of its filing.
	Amount Previously Paid: 100.77
	Form or Registration No.: Schedule 13E-3
	Filing Party: MAXXAM Inc., Charles E. Hurwitz, Gilda Investments, LLC, Giddeon Holdings, Inc., Hurwitz Investment Partnership L.P., Hurwitz Family Foundation, and Shawn M. Hurwitz
	Date Filed: September 30, 2009

TABLE OF CONTENTS

EX-99.(c)(i)

EX-99.(c)(ii)

EX-99.(c)(iii)

EX-99.(c)(iv)

EX-99.(c)(v)

EX-99.(c)(vi)

EX-99.(c)(vii)

EX-99.(c)(ix)

INTRODUCTION

This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by MAXXAM Inc. (“MAXXAM” or the “Company”), a Delaware corporation, Charles E. Hurwitz, Gilda Investments, LLC, a Delaware limited liability company, Giddeon Holdings, Inc., a Delaware corporation, the Hurwitz Investment Partnership L.P., a Texas limited partnership, the Hurwitz Family Foundation, a Texas nonprofit corporation, and Shawn M. Hurwitz (collectively, the “Filing Persons”).

The Company proposes to hold a special meeting of its stockholders (the “Meeting”) to consider an amendment to the Company’s Restated Certificate of Incorporation to effect a 1-for-250 reverse stock split of MAXXAM’s common and preferred shares (the “Reverse Stock Split”). As a result of the Reverse Stock Split, (a) each stockholder owning fewer than 250 shares of MAXXAM common stock immediately prior to the Reverse Stock Split will receive $10.77 in cash, without interest, for each MAXXAM common share owned by such stockholder immediately prior to the Reverse Stock Split and will no longer own any of the Company’s common shares; (b) each stockholder owning fewer than 250 shares of MAXXAM preferred stock immediately prior to the Reverse Stock Split will receive $11.52 in cash, without interest, for each MAXXAM preferred share owned by such stockholder immediately prior to the Reverse Stock Split and will no longer own any of the Company’s preferred shares; and (c) each stockholder owning 250 or more common or preferred shares immediately prior to the Reverse Stock Split will receive one share for each 250 shares held before the Reverse Stock Split and, in lieu of any fractional shares following the Reverse Stock Split, will receive $10.77 in cash, without interest, for any common shares held immediately prior to the Reverse Stock Split that result in the fraction and $11.52 in cash, without interest, for any preferred shares held immediately prior to the Reverse Stock Split that result in the fraction. Based upon the Company’s analysis, it expects to pay an aggregate of approximately $1,700,000 to its stockholders in connection with the Reverse Stock Split.

The primary effect of the Reverse Stock Split will be to reduce the Company’s total number of record holders of common stock below 300 by fully cashing out shareholders with less than 250 shares. This will allow the Company to suspend its SEC reporting obligations and seek to terminate the registration of its common stock under Section 15(d) of the Exchange Act.

This Schedule 13E-3 is being filed by the Filing Persons with the SEC pursuant to Section 13(e) of the Exchange Act and Rule 13e-3 thereunder in connection with the filing by the Company of an amended preliminary proxy statement (“Proxy Statement”) filed under Regulation 14A of the Exchange Act. Each of the cross references indicated in the Items of this Schedule 13E-3 shows the location in the Proxy Statement of the information required to be included in response to such Items in this Schedule 13E-3. The information contained in the Proxy Statement, including all schedules, exhibits, appendices and annexes thereto, is hereby expressly incorporated herein by reference, and the responses to each Item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the schedules, exhibits, appendices and annexes thereto, including the accompanying proxy cards. All information contained in this Schedule 13E-3 concerning the Company has been supplied by the Company.

As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. This Schedule 13E-3 will be amended to reflect such completion or amendment of the Proxy Statement.

All references in this Schedule 13E-3 to Items numbered 1001 through 1016 contained in this Schedule 13E-3 are references to the corresponding Items contained in Regulation M-A under the Exchange Act.

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Item 1. SUMMARY TERM SHEET

Item 1001

The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “SUMMARY TERM SHEET.”

Item 2. SUBJECT COMPANY INFORMATION

Item 1002

(a)	Name and Address.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “REVERSE STOCK SPLIT PROPOSAL—Background of MAXXAM.”
(b)	Securities.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “REVERSE STOCK SPLIT PROPOSAL—Description of Capital Stock.”
(c)	Trading Market and Price.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “VOTING SECURITIES—Market Price of Common Stock.”
(d)	Dividends.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “VOTING SECURITIES—Dividends.”
(e)	Prior Public Offerings.
	Not applicable.
(f)	Prior Stock Purchases.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “VOTING SECURITIES—Common Stock Repurchases.”

Item 3. IDENTITY AND BACKGROUND OF FILING PERSONS

Item 1003

(a)	Name and Address.
	The information set forth in the Proxy Statements under the following captions is incorporated herein by reference: “REVERSE STOCK SPLIT PROPOSAL—Background of MAXXAM and—Description and Interest of Certain Persons in Matters to be Acted Upon.”
(b)	Business and Background of Entities.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “REVERSE STOCK SPLIT PROPOSAL—Description and Interest of Certain Persons in Matters to be Acted Upon.”

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(c)	Business and Background of Natural Persons.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “REVERSE STOCK SPLIT PROPOSAL—Description and Interest of Certain Persons in Matters to be Acted Upon.”

Item 4. TERMS OF THE TRANSACTION

Item 1004

(a)(2)	Material Terms.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE STOCK SPLIT,” “SPECIAL FACTORS—Purpose of the Reverse Stock Split, —Effects of the Reverse Stock Split,—Fairness of the Reverse Stock Split, Material United States Federal Income Tax Consequences to Stockholders, and—Financing, Source of Funds and Expenses,” “REVERSE STOCK SPLIT PROPOSAL—Accounting Treatment,” and “MEETING AND VOTING INFORMATION—Quorum and Required Vote.”
(c)	Different Terms.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE STOCK SPLIT,” “SPECIAL FACTORS—Effects of the Reverse Stock Split, and —Fairness of the Reverse Stock Split” and “REVERSE STOCK SPLIT PROPOSAL—Summary and Structure.”
(d)	Appraisal Rights.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “REVERSE STOCK SPLIT PROPOSAL—Unavailability of Appraisal or Dissenters’ Rights.”
(e)	Provisions for Unaffiliated Security Holders.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Effects of the Reverse Stock Split and—Fairness of the Reverse Stock Split” and “AVAILABLE INFORMATION.”
(f)	Eligibility for Listing or Trading.
	Not applicable.

Item 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Item 1005

(a)	Transactions.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS—Related Party Transactions.”
(b)	Significant Corporate Events.
	Not applicable.

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(c)	Negotiations or Contacts.
	Not applicable.
(e)	Agreements Involving the Subject Company’s Securities.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “REVERSE STOCK SPLIT PROPOSAL—Description of Capital Stock” and “PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS—Director and Officer Compensation and—Related Party Transactions.”

Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

Item 1006

(b)	Use of Securities Acquired.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “QUESTIONS AND ANSWERS ABOUT THE MEETING AND REVERSE STOCK SPLIT” and “REVERSE STOCK SPLIT PROPOSAL—Accounting Treatment.”
(c)	Plans.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE STOCK SPLIT,” “SPECIAL FACTORS—Purpose of the Reverse Stock Split,—Description of the Reverse Stock Split and—Effects of the Reverse Stock Split,” “VOTING SECURITIES—Market Price of Common Stock, and—Dividends” and “PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS—Company Plans.”

Item 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

Item 1013

(a)	Purposes.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE STOCK SPLIT,” “SPECIAL FACTORS—Purpose of the Reverse Stock Split” and “REVERSE STOCK SPLIT PROPOSAL—Background of the Reverse Stock Split.”
(b)	Alternatives.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “SPECIAL FACTORS—Alternatives to the Reverse Stock Split.”
(c)	Reasons.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE STOCK SPLIT,” and “SPECIAL FACTORS—Purpose of the Reverse Stock Split” and “REVERSE STOCK SPLIT PROPOSAL—Background of the Reverse Stock Split.”
(d)	Effects.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE STOCK SPLIT,” “SPECIAL FACTORS—Effects of the Reverse Stock Split and —

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Fairness of the Reverse Stock Split” and “REVERSE STOCK SPLIT PROPOSAL—Summary and Structure and—Material United States Federal Income Tax Consequences to Stockholders.”

Item 8. FAIRNESS OF THE TRANSACTION

Item 1014

(a)	Fairness.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Fairness of the Reverse Stock Split and—Opinion of WoodRock & Co.” and “REVERSE STOCK SPLIT PROPOSAL—Background of the Reverse Stock Split.”
(b)	Factors Considered in Determining Fairness.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Fairness of the Reverse Stock Split and —Opinion of Woodrock & Co.”
(c)	Approval of Security Holders.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Fairness of the Reverse Stock Split” and “MEETING AND VOTING INFORMATION—Quorum and Required Vote.”
(d)	Unaffiliated Representative.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “SPECIAL FACTORS—Fairness of the Reverse Stock Split.”
(e)	Approval of Directors.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Fairness of the Reverse Stock Split and—Conclusion” and “REVERSE STOCK SPLIT PROPOSAL—Background of the Reverse Stock Split and—Recommendation of the Board of Directors.”
(f)	Other Offers.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “SPECIAL FACTORS—Fairness of the Reverse Stock Split.”

Item 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

Item 1015

(a)	Report, Opinion or Appraisal.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Fairness of the Reverse Stock Split, and— Opinion of WoodRock & Co.,” “REVERSE STOCK SPLIT PROPOSAL—Background of the Reverse Stock Split” and Exhibit A to the Proxy Statement entitled “FAIRNESS OPINION.”
(b)	Preparer and Summary of the Report, Opinion or Appraisal.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Fairness of the Reverse Stock Split and—Opinion of WoodRock & Co.” and “REVERSE STOCK SPLIT PROPOSAL—Background of the Reverse Stock Split.”

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(c)	Availability of Documents.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Special Factors—Opinion of WoodRock & Co.”

Item 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

Item 1007

(a)	Source of Funds.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE STOCK SPLIT,” “SPECIAL FACTORS—Financing, Source of Funds and Expenses and “MEETING AND VOTING INFORMATION—Solicitation and Costs.”
(b)	Conditions.
	Not applicable.
(c)	Expenses.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Financing, Source of Funds and Expenses” and “MEETING AND VOTING INFORMATION—Solicitation and Costs.”
(d)	Borrowed Funds.
	Not applicable.

Item 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

Item 1008

(a)	Securities Ownership.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “REVERSE STOCK SPLIT PROPOSAL—Description and Interest of Certain Persons in Matters to be Acted Upon and—Principal Holders and Management Ownership.”
(b)	Securities Transactions.
	Not applicable.

Item 12. THE SOLICITATION OR RECOMMENDATION

Item 1012

(d)	Intent to Tender or Vote in a Going Private Transaction.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE STOCK SPLIT,” “SPECIAL FACTORS—Effects of the Reverse Stock Split,—Fairness of the Reverse Stock Split and—Conclusion” and “REVERSE STOCK SPLIT PROPOSAL—Recommendation of the Board of Directors and —Description and Interest of Certain Persons in Matters to be Acted Upon.”
(e)	Recommendations of Others.

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The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: ‘SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE STOCK SPLIT,” “SPECIAL FACTORS—Fairness of the Reverse Stock Split and—Conclusion” and “REVERSE STOCK SPLIT PROPOSAL—Background of the Reverse Stock Split and—Recommendation of the Board of Directors.”

Item 13. FINANCIAL STATEMENTS

Item 1010

(a)	Financial Information.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “FINANCIAL INFORMATION—Summary Historical Financial Information.”
(b)	Pro forma Information.
	The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “FINANCIAL INFORMATION—Pro Forma Consolidated Financial Statements (Unaudited)—and Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.”

Item 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

Item 1009

(a)	Solicitations or Recommendations.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “MEETING AND VOTING INFORMATION—Solicitation and Costs.”
(b)	Employees and Corporate Assets.
	The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “MEETING AND VOTING INFORMATION—Solicitation and Costs.”

Item 15. ADDITIONAL INFORMATION

Item 1011

(b)	Other Material Information.
	The information contained in the Proxy Statement, including all appendices and the proxy card attached hereto, is incorporated herein by reference.

Item 16. EXHIBITS

Item 1016

(a)(i)	Preliminary Proxy Statement (the “Proxy Statement”) on Schedule 14A including all appendices and the proxy card attached thereto, filed by MAXXAM with the SEC on September 30, 2009 (incorporated herein by reference to the Schedule 14A filed by MAXXAM with the SEC on September 30, 2009).
(a)(ii)	Press Release issued by MAXXAM on August 24, 2009 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by MAXXAM with the SEC on August 24, 2009).
(c)(i)	WoodRock & Co. Presentation to the Board of Directors, furnished to MAXXAM Inc. directors on August 14, 2009.

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(c)(ii)	WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 17, 2009.
(c)(iii)	Executive summary page and replacement update pages for WoodRock & Co. Presentation to the Board of Directors, furnished to MAXXAM Inc. directors on August 18, 2009.
(c)(iv)	Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 18, 2009.
(c)(v)	Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 21, 2009, marked to show changes to the draft Fairness Opinion distributed to MAXXAM Inc. directors on August 18, 2009.
(c)(vi)	Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 24, 2009, marked to show changes to the draft Fairness Opinion distributed to MAXXAM Inc. directors on August 21, 2009.
(c)(vii)	Unmarked version of the revised draft WoodRock Fairness Opinion, furnished to MAXXAM Inc. directors on August 24, 2009.
(c)(viii)	Executed Fairness Opinion of WoodRock & Co., dated August 24, 2009 (incorporated herein by reference to Exhibit A to the Proxy Statement).
(c)(ix)	Letter Agreement between MAXXAM Inc. and WoodRock & Co. dated September 24, 2009.
(d)(i)	MAXXAM 2002 Omnibus Employee Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.51 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
(d)(ii)	MAXXAM 1994 Omnibus Employee Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.53 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
(d)(iii)	Restricted Stock Agreement dated December 13, 1999, between the Company and Charles E. Hurwitz, as amended (incorporated herein by reference to Exhibits 10.71 and 10.72 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
(d)(iv)	MAXXAM Amended and Restated Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 99.1 to the Schedule 14A filed by MAXXAM with the SEC on April 20, 2004).
(d)(v)	Rights Agreement, dated as of December 15, 1999, between MAXXAM Inc. and American Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
(d)(vi)	Deferred Fee Agreement, dated September 1, 1994, between the Company and Ezra G. Levin, as amended (incorporated herein by reference to Exhibits 10.77, 10.78 and 10.79 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
(d)(vii)	Separation, Release and Confidentiality Agreement, dated July 31, 2008, between the Company and J. Kent Friedman (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K/A Amendment No. 1 filed by MAXXAM with the SEC on August 7, 2008). [Note: A portion of this exhibit has been redacted and the redacted portion separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.]

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set for in this statement is true, complete and correct.

Date: September 30, 2009	MAXXAM INC.
	/s/ Charles E. Hurwitz
	Charles E. Hurwitz
	Chief Executive Officer
	/s/ Charles E. Hurwitz
	Charles E. Hurwitz
	GILDA INVESTMENTS, LLC
	/s/ Charles E. Hurwitz
	Charles E. Hurwitz
	President
	GIDDEON HOLDINGS, INC.
	/s/ Charles E. Hurwitz
	Charles E. Hurwitz
	President
	HURWITZ INVESTMENT PARTNERSHIP L.P.
	/s/ Charles E. Hurwitz
	Charles E. Hurwitz
	Managing General Partner
	HURWITZ FAMILY FOUNDATION
	/s/ Charles E. Hurwitz
	Charles E. Hurwitz
	President
	/s/ Shawn M. Hurwitz
	Shawn M. Hurwitz

EXHIBIT INDEX

Exhibit
Number	Description
(a)(i)	Preliminary Proxy Statement on Schedule 14A including all appendices and the proxy card attached thereto, filed by MAXXAM with the SEC on September 30, 2009 (incorporated herein by reference to the Schedule 14A filed by MAXXAM with the SEC on September 30, 2009).
(a)(ii)	Press Release issued by MAXXAM on August 24, 2009 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by MAXXAM with the SEC on August 24, 2009).
(c)(i)	WoodRock & Co. Presentation to the Board of Directors, furnished to MAXXAM Inc. directors on August 14, 2009.
(c)(ii)	WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 17, 2009.
(c)(iii)	Executive summary page and replacement update pages for WoodRock & Co. Presentation to the Board of Directors, furnished to MAXXAM Inc. directors on August 18, 2009.
(c)(iv)	Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 18, 2009.
(c)(v)	Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 21, 2009, marked to show changes to the draft Fairness Opinion distributed to MAXXAM Inc. directors on August 18, 2009.
(c)(vi)	Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 24, 2009, marked to show changes to the draft Fairness Opinion distributed to MAXXAM Inc. directors on August 21, 2009.
(c)(vii)	Unmarked version of the revised draft WoodRock Fairness Opinion, furnished to MAXXAM Inc. directors on August 24, 2009.
(c)(viii)	Executed Fairness Opinion of WoodRock & Co., dated August 24, 2009 (incorporated herein by reference to Exhibit A to the Proxy Statement).
(c)(ix)	Letter Agreement between MAXXAM Inc. and WoodRock & Co. dated September 24, 2009.
(d)(i)	MAXXAM 2002 Omnibus Employee Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.51 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
(d)(ii)	MAXXAM 1994 Omnibus Employee Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.53 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
(d)(iii)	Restricted Stock Agreement dated December 13, 1999, between the Company and Charles E. Hurwitz, as amended (incorporated herein by reference to Exhibits 10.71 and 10.72 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
(d)(iv)	MAXXAM Amended and Restated Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 99.1 to the Schedule 14A filed by MAXXAM with the SEC on April 20, 2004).
(d)(v)	Rights Agreement, dated as of December 15, 1999, between MAXXAM Inc. and American Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).

Exhibit
Number	Description
(d)(vi)	Deferred Fee Agreement, dated September 1, 1994, between the Company and Ezra G. Levin, as amended (incorporated herein by reference to Exhibits 10.77, 10.78 and 10.79 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
(d)(vii)	Separation, Release and Confidentiality Agreement, dated July 31, 2008, between the Company and J. Kent Friedman (incorporated herein by reference to Exhibit 10.1 to the Current Report on 8-K/A Amendment No. 1 filed by MAXXAM with the SEC on August 7, 2008). [Note: A portion of this exhibit has been redacted and the redacted portion separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.]

EX-99.C.I

Exhibit (c)(i)

MAXXAM Inc. Presentation to the Board of Directors WoodRock&Co. August 19, 2009 Exhibit (c)(i)

Table of Contents Transaction Overview Company Description Valuation Analysis Form of Opinion Appendix

Disclaimer The following presentation is confidential and was prepared solely for the benefit and use of the Board of Directors of MAXXAM Inc. ("MAXXAM" or the "Company") in consideration of the proposed transaction. This presentation may not be used for any other purposes without the prior written consent of MAXXAM and WoodRock & Co., LLC ("WoodRock"). In developing this presentation, WoodRock has assumed and relied without independent verification, upon the accuracy and completeness of all information and data furnished to or otherwise reviewed by or discussed with WoodRock, including, without limitation, the financial statements and projections of MAXXAM and any transaction analysis provided to us by management and publicly available information. This presentation is based upon market, economic, financial and other circumstances and conditions existing and disclosed to WoodRock as of the date hereof, and any material change in such circumstances and conditions would require a reevaluation of this presentation, which we are under no obligation to undertake. This presentation is subject to all of the assumptions, qualifications and limitations set forth herein and in the form of our fairness opinion letter which will be provided to MAXXAM following this presentation. This presentation does not constitute a recommendation by WoodRock to the Board of Directors of MAXXAM on how to vote with respect to the proposed transaction.

Transaction Overview

Transaction Overview Introduction The Board of Directors of MAXXAM Inc. has engaged WoodRock & Co., LLC for a fairness opinion (the "Opinion") on the price to be paid (the "Cash Out Price") for fractional shares as a result of the Split, described in detail below. The Split is a proposed reverse stock split transaction for each individual of record or street-name holder of Common Stock and Preferred Stock in the Company, where each two-hundred and fifty (250) pre-split shares are converted into one (1) post-split share and each remaining fraction of a post-split share is converted to cash at the Cash Out Price. The Board of Directors will take into consideration the Opinion presented by WoodRock while determining the price per pre-split share for the Common Stock and Preferred Stock in MAXXAM to be received for each fraction of a post-split share remaining after the Split. Fairness is to be determined with respect to both the shareholders who will be cashed out and the continuing shareholders of the Company. - - - - - - - -

Transaction Overview Summary The Split has been proposed to reduce the number of record holders of Common Stock below three-hundred (300) thereby permitting the termination of Securities and Exchange Commission ("SEC") registered status. The Company's American Stock Exchange ("AMEX") listing would also be terminated with potential pink sheets trading thereafter. By delisting and terminating registration, MAXXAM expects to eliminate at least one and a half million ($1,500,000) dollars of expenses related compliance costs associated with being a publicly-listed company. Holders of fewer than two-hundred and fifty (250) shares of Common Stock own approximately three percent (3%) of the outstanding shares, but represent about ninety percent (90%) of all common holders. The Preferred Stock is similarly distributed. Based upon the distribution of outstanding shares, the Split would require the Company to buy only a small minority of shares at the Cash Out Price, estimated to be approximately one-hundred and sixty five thousand (165,000) shares of Common Stock and one thousand nine-hundred (1,900) shares of Preferred Stock. - - - - - -

Company Description

Company Description Summary1 MAXXAM, through its subsidiaries, currently operates in two industries: Real Estate and Racing Operations. The Company conducts its residential and commercial real estate investment and development operations through MAXXAM Property Company ("MPC") and other wholly owned subsidiaries of the Company, as well as joint ventures. Through its wholly-owned subsidiary, Sam Houston Race Park, Ltd. ("SHRP"), MAXXAM owns and operates a Texas Class 1 pari-mutuel horse racing facility in the greater Houston metropolitan area, and a pari-mutuel greyhound racing facility in Harlingen, Texas. The Company was founded in 1955, and is headquartered in Houston, Texas at 1330 Post Oak Blvd., Suite 2000. Data from MAXXAM Company Filings.

Company Description Real Estate Operations1 MAXXAM, principally through wholly owned subsidiaries and joint ventures, owns, invests in and develops residential and commercial real estate, primarily in Puerto Rico and Arizona and to a limited extent in California and Texas. Commencing in 2007 and continuing through 2008 and into 2009, there have been significant declines in real estate demand in areas where the Company operates, due primarily to general economic recessions in Puerto Rico and in the United States. The economic recession has particularly affected the Company's real estate business as the Company's real estate developments are primarily second home or seasonal home communities and it will likely take these markets longer to recover relative to the general economy. MAXXAM has had no real estate sales since June 2008 and the Company anticipates demand for its real estate will continue to be adversely affected for some time. There has also been a steady decline in resort revenues at the Company's Palmas development attributable to lower member spending and a high member attrition rate, reflecting the impact of the economic recession in Puerto Rico. Data from MAXXAM Company Filings.

Company Description Racing Operations1 MAXXAM owns Sam Houston Race Park, Ltd. ("SHRP"), which owns and operates Sam Houston Race Park, a Class 1 horse racing facility in Houston, Texas, and Valley Race Park, a greyhound racing facility located in Harlingen, Texas. Quarterly results for each of these facilities are generally not comparable due to the timing, varying lengths and types of racing meets held. Historically, Sam Houston Race Park and Valley Race Park have derived a significant amount of their annual pari-mutuel commissions from live racing and simulcasting. Pari-mutuel commissions have typically been highest during the first and fourth quarters of the year, the time during which Sam Houston Race Park and Valley Race Park have historically conducted live thoroughbred and greyhound racing, respectively. On September 13, 2008, SHRP's racing facility in Houston, Texas was damaged by Hurricane Ike. As a result, the live racing meets scheduled for November 2008 through April 2009 were cancelled, although indoor simulcasting continued while the facility was being repaired. The planned repairs to the Sam Houston Race Park grandstand are substantially complete and live racing resumed in May 2009. Data from MAXXAM Company Filings.

Historical Income Statement1 Data from MAXXAM Company Filings.

Historical Balance Sheet1 Data from MAXXAM Company Filings.

Outstanding Stock Types and Rights1 Class A Preferred Stock Common Stock Dividends are payable on the Class A Preferred Stock when, as and if declared by the Board of Directors. The Class A Preferred Stock ("Preferred Stock") has non-cumulative annual cash dividend preference of $0.05 per share and, subject to certain exceptions (including the payment of cash dividends on the Common Stock not to exceed $0.05 per share in any year), is entitled to participate ratably with the Common Stock, on a share for share basis, in any further dividends paid during any year. Dividends are payable on the Common Stock when, as and if declared by the Board of Directors. After the non-cumulative annual cash dividend preference on the Preferred Stock has been paid, the Common Stock is entitled to receive a cash dividend, if so declared by the Board of Directors, to the extent not exceeding $0.05 per share and, subject to certain exceptions, to participate ratably with the Preferred Stock, on a share for share basis, in any further dividends paid during any year. Upon liquidation, the holders of the Preferred Stock are entitled to a $0.75 per share liquidation preference in the assets remaining after the payment of all claims of creditors and, thereafter, participate ratably, on a share for share basis, with the holders of Common Stock in any remaining assets. Ten votes per share on all matters on which stockholders generally vote, except that the holders of the Preferred Stock are not entitled to vote in the election of 25% of the Board of Directors or two directors (whichever is greater). Preferred Stock is convertible into shares of Common Stock on a share for share basis. Upon liquidation, the holders of the Common Stock will participate ratably with the holders of the Preferred Stock, on a share for share basis, in any remaining assets after the payment of all claims of creditors and the $0.75 liquidation preference shares of Preferred Stock. One vote per share on all matters on which stockholders generally vote, except that the holders of the Common Stock are entitled, voting separately as a class, to vote in the election of 25% of the Board of Directors or two directors (whichever is greater). Not Applicable. Dividends2: Liquidation Preference: Voting: Convertibility: Data from MAXXAM Company Filings. The Company has not declared any cash dividends on its capital stock for a number of years and has indicated it has no present intention of doing so.

Ownership Summary Common Shares Outstanding: As of August 7, 2009 Data from MAXXAM Board Presentation. Insider Holdings excludes options. Also holds 99.2% of super voting class A Preferred Stock. Excludes Shares held by the Hurwitz Family Foundation

Ownership Summary Preferred Shares Outstanding: As of August 7, 2007 Data provided by MAXXAM.

Valuation Analysis

Valuation Methodology WoodRock has evaluated the contemplated Cash Out Price, in relation to the Split, based on multiple industry standard valuation methodologies, including: i) Historical Trading Price Approach ii) Comparable Company Approach iii) Comparable Precedent Transaction Approach iv) Discounted Cash Flow Approach v) Allocation of Cost Savings Approach vi) Disposition/Liquidation Approach For the purposes of this section, all Per Share numbers assume the conversion of Preferred Stock to Common Stock, unless otherwise noted. - - - -

Historical Trading Price Approach Summary For the purposes of valuation, WoodRock utilized widely available public market data on MAXXAM. WoodRock evaluated the current and historical trends in MAXXAM's stock price, relating primarily to key material events and the various price ranges in which the Company's stock has traded over the past five (5) years. The technical analysis and conclusion relied heavily upon the Company's stock price historical mean and standard deviation ("^"), which indicates the market's willingness to transact within an established range of prices with either a ninety percent (90%), i.e. one standard deviation, or a ninety five percent (95%), i.e. two standard deviations, probability over a certain time period, assuming the stock price is normally distributed. - - - - - -

Material Events & Liquidity Last Five Years Annotated Common Stock Price & Trading Volume Chart1 MAXXAM reported a net loss of $46.6 million, or $7.79 per share for fiscal year 2004. MAXXAM repurchases 704,100 shares of Common stock from the Scion Funds at $31.70 per share. District Court orders Federal Deposit Insurance Corporation ("FDIC") to pay MAXXAM $72.3 million in court-ordered sanctions. MAXXAM reported net income of $4.3 million, or $0.62 per share for the third quarter of 2005. 1 5 7 2) 3) 4) 3 Section Continued on Next Page Data from Capital IQ and MAXXAM Company Filings. 1) 4 6 8 FDIC appeals the court judgment of $72.3 million. The Pacific Lumber Company ("PALCO"), and its subsidiaries file for bankruptcy. Plaintiffs in Qui Tam dispute settle with PALCO defendants for nominal amount; actions proceed with respect to MAXXAM and Hurwitz. Fifth Circuit reverses District Court's ruling, reducing maximum possible reward from $72.3 to $14.1 million. 5) 6) 7) 8) 2 Historical Trading Price Approach

Material Events & Liquidity Last Fifteen Months Annotated Common Stock Price & Trading Volume Chart1 MAXXAM reported a net loss of $13.9 million, or $2.58 per share for the first quarter of 2008. PALCO emerges from bankruptcy; MAXXAM loses its entire equity interest in the subsidiary Hurricane Ike significantly damaged SHRP Facility, causing live race meets scheduled for November 2008 to April 2009 to be cancelled. FDIC settles its dispute with MAXXAM for $10 million. 1) 2) 3) 4) MAXXAM reported $13.9 million spent on Qui Tam matter and announced a trial date. MAXXAM settles the Qui Tam dispute for $4 million. Texas Legislature adjourned without adopting proposed gaming legislation during regular session. MAXXAM agreed to sell its equity interest in the RMCAL joint venture, recording an impairment charge of $4.2 million related to its investment. 5) 6) 8) 1 4 8 2 Data from Capital IQ and MAXXAM Company Filings. 7) 3 7 6 5 Historical Trading Price Approach

Trading Range Analysis Last Three Years Common Stock Price Trading Range From Mean1 Data from Capital IQ. Historical Trading Price Approach

Trading Range Analysis Last Twelve Months Common Stock Price Trading Range From Mean1 Data from Capital IQ. Historical Trading Price Approach

Comparable Company Approach Summary For the purposes of evaluating comparable public companies, WoodRock utilized a broad group of publicly-listed companies within the real estate development and racing industries. For the real estate development industry, WoodRock focused upon companies that operated in similar geographic regions and developed similar residential and commercial products as MAXXAM. For the racing industry, WoodRock targeted companies that primarily owned and operated racing facilities that generated a significant portion of their income or revenue. Due to the Company's historic performance of posting operating losses, WoodRock focused on revenue multiples of the industry peer groups. Average Revenue multiples were then applied on a weighted average basis based upon the sources of revenue for the Company. - - - - - - - - - -

Data from Capital IQ and MAXXAM Company Filings; For Brief Company Descriptions, Refer to Appendix A. Company Multiple Analysis1 Comparable Company Approach

Data from Capital IQ and MAXXAM Company Filings. For the Calculation of the High and Low Multiples, the Mean Industry Multiple was adjusted by +/- Five Percent (5%), respectively. Results Comparable Company Approach

Summary For the purposes of evaluating comparable precedent transactions, WoodRock reviewed the premiums paid over current trading average stock prices in similar reverse split, going dark transactions occurring over the last twelve (12) months. WoodRock evaluated premiums paid in order to estimate the premium that boards have paid to compensate selling shareholders for being required to monetize, loss of control, loss of liquidity, and other relevant factors in these types of transactions. Based on the trading history of MAXXAM's stock, WoodRock focused on the premium paid over the peer group's one-hundred and twenty (120) day average closing price. In order to establish a value range around the premium paid on the one-hundred and twenty (120) day average price, WoodRock applied a standard deviation premium based on the premiums paid by the benchmark group. - - - - - - - - Comparable Transaction Approach

Comparable Transaction Approach Edd Helms Group, Inc., Schedule 14C, 4.30.2009. Forgent Networks, Inc., Schedule 14A, 8.10.2009. Gouverneur Bancorp, Inc., Schedule 14A, 8.22.2008. Grill Concepts, Inc., Schedule 14A, 2.20.2009. Katy Industries, Inc., Schedule 14A, 2.17.2009. Capital Properties, Inc., Schedule 14A, 8.5.2008.

Discounted Cash Flow Approach Summary For the purposes of conducting a discounted cash flow valuation, WoodRock relied upon the Company's financial forecast, as developed by the management of MAXXAM. The projections assume and/or take into consideration foreseeable future events which have been adjusted based upon the expectations of the management of the Company. Management currently projects that the Company will generate significantly negative cash flow from operations for the foreseeable future. As a result, WoodRock rejected the discounted cash flow approach as being appropriate for this analysis. - - - - - -

Management Cash Flow Projections Discounted Cash Flow Approach

Allocation of Cost Savings Approach Summary WoodRock also considered the pro-rata sharing of the anticipated cost savings as a measure of the value generated by the proposed transaction. In this analysis, WoodRock calculated a range of net present values for the anticipated cost savings on a per share basis and added these to the Company's current stock price to estimate the additional value captured per share on the stock price of MAXXAM. - - - -

Discount Rate Calculation Five Year Treasury Bond Yield as of close 8.11.2009. Five Year Monthly Return Beta v.s. S&P 500. Professor Damodaran, NYU Stern School Professor of Finance, pages.stern.nyu.edu/~adamodar. Weighted Average Cost of Debt, Book Value, MAXXAM Company Filings. Debt is primarily secured to Commercial Real Estate Properties, only $27.4 million PCCI Note and $1.6 million Revolving Facility as of 6.30.2009. Market Value of Equity as of close on 8.11.2009. If Tax Rate equals Zero Percent (0%), then the Weighted Average Cost of Capital would equal Eight and One-half Percent (8.5%). Allocation of Cost Savings Approach

Calculated as a Perpetuity Value of the Estimated Cost Savings using the calculated MAXXAM Cost of Equity as the Discount Rate. Estimated Cost Savings Allocation of Cost Savings Approach

Results Allocation of Cost Savings Approach

Orderly Disposition/Liquidation Approach Summary For the purposes of conducting a liquidation analysis on MAXXAM, WoodRock relied upon data provided by the management of the Company and independent appraisals and/or valuations performed on various assets of MAXXAM at the Company's request. The disposition analysis was conducted considering both a reasonable time frame for an orderly disposition of the assets taking into consideration the current market conditions and a one-year liquidation period to establish a range of values. WoodRock assessed multiple exogenous events and/or contingencies that might occur at some time in the future that could have a material impact on the value of the Company and/or its operations, such as: 1) Insurance recoveries related to the legal expenses incurred during the litigation of the Wilson Actions. 2) The development and operation of the Mandarin Oriental Hotel within the Palmas del Mar property in Puerto Rico. 3) The adoption of gaming legislation within the State of Texas. 4) The contingent nature of the pension liability of PALCO. Due to the unpredictable nature of these events and an inability to place a value or probability on their occurrence, WoodRock has not attempted to incorporate the events into the analysis. - - - - - - - -

Asset Analysis See Following Page for Brief Description of Valuation Methodology. Palmas del Mar Properties, Inc., a wholly owned subsidiary of MAXXAM. Palmas Country Club, Inc., a wholly owned subsidiary of MAXXAM. MAXXAM does not intend to pay the Debt Service on this Property.' Disposition/Liquidation Approach

Valuation Methodology See Appendix B for Details See Appendix C for Details See Appendix D for Details See Appendix E for Details See Appendix F for Details See Appendix G for Details Disposition/Liquidation Approach

Results No provision for the following gain or loss contingencies: Insurance Recoveries, Mandarin Hotel, Gaming Legislation, and PALCO Pension Liability. Approximated at Five Percent (5%) of Estimated Asset Liquidation Value. Total Liabilities Less Commercial Property Debt Less Losses in Excess of Investment in PALCO. Disposition/Liquidation Approach

Valuation Analysis Summary Results of Valuation $9.631 MAXXAM Stock Price as of Close on August 14, 2009

Form of Opinion

Form of Opinion To Be Provided.

Appendix

Appendix A - Comparable Companies Racing and Pari-mutuel Gaming Facilities Operating Companies Data from Capital IQ.

Racing and Pari-mutuel Gaming Facilities Operating Companies Data from Capital IQ. Appendix A - Comparable Companies

California and Southwest Real Estate Investors & Developers Data from Capital IQ. Appendix A - Comparable Companies

California and Southwest Real Estate Investors & Developers Data from Capital IQ. Appendix A - Comparable Companies

California and Southwest Real Estate Investors & Developers Data from Capital IQ. Appendix A - Comparable Companies

Appendix B Mandarin Hotel Development Update - - The Government Development Bank ("GDB") has indicated the fiscal crisis in Puerto Rico precludes it from being a direct lender to the project (as was contemplated in the commitment issued in September). GDB is willing to provide a guarantee, through Tourism Development Fund for financing provided by a private bank. GDB is also requesting additional cash equity investment in the project. GDB has decided that due to current fiscal situation, it does not want hotel projects to utilize AFICA bond financing. HDC has affirmed its commitment to provide $18 million of preferred equity and has approved PRISA Group as replacement partner. GDB attempting to structure and close Ritz Reserve at Dorado Beach, development of PRISA and Caribbean Property Group, before considering additional projects. Signed terms sheet with PRISA Group as new partner; definitive venture documentation on hold while PRISA pursues Ritz Reserve at Dorado Beach Financing. - - - - - - - - Data from MAXXAM Board Presentation, May 27, 2009.

Appendix B Palmas del Mar Existing Housing Inventory1 Data from MAXXAM Board Presentation, May 27, 2009.

Appendix B Palmas del Mar Unit Backlog Forecast1 Data from MAXXAM Board Presentation, May 27, 2009.

Appendix C Adjusted Brekan-Nava Valuation for Eagle's Nest - - WoodRock re-evaluated the Average Sales Price used by Brekan-Nava based upon the current market. The estimated $832,142 price used in their appraisal was higher than the Average Sales Price for 2008 and properties listed for less which are not selling. Based on the estimates of management, WoodRock adjusted the sales commission to ten percent (10%) of gross sales, from six percent (6%), and the total completion cost to the Company estimate of approximately $3.7 million, from $0.9 million. WoodRock conducted statistical analysis on the current listing prices for similar properties. Based on current market conditions, WoodRock used a price representing the thirtieth (30th) percentile for a high case and the tenth (10th) percentile to establish a liquidation case, $311,892 and $224,440 respectively. - - - - - -

Appendix D Flour Property in Sugarland, Texas - - For the purposes of this analysis, WoodRock assumed Fluor will renew its lease with the Company at the price per square foot paid at the end of the current lease term. WoodRock assumed an eleven percent (11%) capitalization rate upon sale of the property after renegotiating the lease on the above mentioned terms. - -

Appendix E Cameron Property in Houston, Texas - - For the purposes of this analysis, WoodRock assumed Cameron will renew its lease with the Company at the price per square foot negotiated in the current lease. WoodRock assumed an eleven percent (11%) capitalization rate upon sale of the property after renegotiating the lease on the above mentioned terms. - -

Appendix F Motel 6 Portfolio - - The Lease Guarantor, Accor, passed on the opportunity to purchase this portfolio at a price of $10 million, net of the debt on the portfolio. Therefore, when conducting the lease analysis for the Motel 6 portfolio, WoodRock used this information to conclude a reasonable market price for the portfolio. For the purposes of this analysis, WoodRock assumed that some Motel 6 properties would renew their lease with the Company at the price per square foot negotiated in the current lease. For the high case, 70% renewed, the average case only 60% renewed, and for the low case only 50% renewed. WoodRock assumed an eleven percent (11%) capitalization rate upon sale of the property after renegotiating the leases on the above mentioned terms. - - - -

Appendix G Auction Rate Securities - - MAXXAM is currently in the market to sell its portfolio of Auction Rate Securities. Based on an offer price of $0.30 on the par value of the securities, WoodRock adjusted the previously done valuation on these securities. For the purposes of this analysis, WoodRock equally discounted the range of prices for these securities previously valued by Houlihan in order to arrive at the aforementioned offer price. - -

EX-99.C.II

Exhibit (c)(ii)

DRAFT BASED ON STOCK INFORMATION THRU 8/14/2009

August     , 2009

CONFIDENTIAL

The Board of Directors
MAXXAM Inc.
1330 Post Oak Boulevard, Suite 2000
Houston, Texas 77056-3058

Gentlemen:

You have engaged WoodRock & Co. (“WoodRock” or “WRC”) to serve as financial advisor to the Board of Directors of MAXXAM Inc. (the “Company”) with regard to a proposed transaction (the “Transaction”) implementing a 1-for-250 reverse stock split of the outstanding common stock and the outstanding preferred stock of the Company. Simultaneously, and as part of this reverse stock split, the Company will repurchase resulting fractional shares for cash at per share prices determined by the Company’s Board of Directors for the common stock and for the preferred stock (“Cash Out Prices”). The anticipated result of the Transaction is to reduce the number of outstanding holders of common stock to less than 300, thereby permitting the Company to terminate the listing and SEC registered status of its common stock and reduce its annual reporting and compliance costs. You have engaged WoodRock, as financial advisor, to advise the Company’s Board of Directors as to ranges of financial fairness for the Cash Out Prices and to issue this written opinion (“Fairness Opinion”) as to the fairness to the Company’s shareholders of the financial terms of the Transaction, specifically addressing the fairness of the Cash Out Prices determined by the Board of Directors.

On August 19, 2009, WoodRock presented its financial advice and conclusions to the Company’s Board of Directors as to the proposed Transaction, including its advice as to ranges of financial fairness for the Cash Out Prices, as more fully described below. On August     , 2009, the Board of Directors advised WoodRock that it had determined to proceed with the Transaction using a Cash Out Price of $      per share of common stock and $      per share of preferred stock. On August     , 2009, WoodRock delivered this Fairness Opinion to the Board of Directors. This Fairness Opinion sets forth our opinion that, based upon and subject to the factors and assumptions set forth herein, as of the date of this Fairness Opinion, the Cash Out Prices to be paid in the Transaction are fair, from a financial point of view, to the Company’s common and preferred stockholders (collectively, “stockholders”), including both stockholders whose shares will all be repurchased and stockholders who will retain stock positions after the Transaction.

This Fairness Opinion of WoodRock addresses only the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction to the Company’s stockholders. WoodRock was not requested to opine as to, and this Fairness Opinion does not address:

• The underlying business decisions of the Board of Directors, the Company or its stockholders, or any other party to proceed with or effect the Transaction;

• The fairness of any portion or aspect of the Transaction not expressly addressed in this Fairness Opinion;

• The fairness of any portion or aspect of the Transaction to holders of any class of securities, creditors or other constituencies of the Company, or any other party, other than as set forth in this Fairness Opinion;

MAXXAM, INC.	DRAFT BASED ON STOCK INFORMATION THRU 8/14/2009
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• The relative merits of the Transaction as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage;

• The tax or legal consequences of the proposed Transaction to either the Company, its stockholders, or any other party;

• Except for the relative treatment of common stock and preferred stock in the Transaction, the fairness of any portion or aspect of the Transaction to any one class or group of the Company’s or any other party’s stockholders vis-à-vis any other class or group of the Company’s or such other party’s stockholders;

• How any stockholder should act or vote, as the case may be, with respect to the Transaction;

• The terms or fairness of any future transactions; or

• The solvency, creditworthiness, or fair value of the Company or any other participant in the Transaction under any applicable laws relating to bankruptcy, insolvency, or similar matters.

Furthermore, no opinion, counsel, or interpretation is intended with respect to matters that require legal, regulatory, accounting, insurance, tax, or other similar professional advice.

In connection with this Fairness Opinion, WoodRock made such reviews, analyses, and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, WoodRock has:

1.	Reviewed a draft of this Proxy Statement;
2.	Reviewed and analyzed certain publicly available financial and other data, including the Company’s Annual Reports on Forms 10-K for the five fiscal years ended December 31, 2008 and the Company’s Quarterly Reports on Form 10-Q for the three months ended June 30, 2009, and certain other relevant historical operating data relating to the Company made available to WoodRock from published sources and from the internal records of the Company;
3.	Reviewed internal forecasts and other information (including with respect to potential gain and loss contingencies) provided by, and conducted discussions with, members of the senior management of the Company with respect to the business prospects and financial outlook of the Company;
4.	Reviewed various third-party appraisals of certain of the Company’s assets;
5.	Reviewed current and historical market prices and trading activity of the Company’s common stock;
6.	Compared certain financial information for the Company with similar information for certain other companies, the securities of which are publicly traded;
7.	Reviewed the financial terms, to the extent publicly available, of selected precedent transactions which WoodRock deemed generally comparable to the Company’s proposed Transaction; and
8.	Conducted such other financial studies, analyses, and investigations and considered such other information as WoodRock deemed appropriate.

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MAXXAM, INC.	DRAFT BASED ON STOCK INFORMATION THRU 8/14/2009
August     , 2009

In rendering this Fairness Opinion, WoodRock has relied upon and assumed, without independent verification, the accuracy and completeness of all data, material, and financial, legal, tax, operating and other information (including, without limitation, the financial statements and related notes thereto of the Company) furnished or otherwise made available to, discussed with or reviewed by WoodRock, and did not assume responsibility for such information. WoodRock did not assume any responsibility to perform, and did not perform, an independent evaluation, physical inspection, or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company. Additionally, WoodRock did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, or other contingent liabilities, to which the Company is or may be a party or is or may be subject; of contingent gains that the Company might realize; or of any governmental investigation or any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject. WoodRock also assumed that the Transaction will be consummated in a timely manner and in accordance with applicable corporate law and the terms described in the draft Proxy Statement reviewed by WoodRock, without waiver, modification, or amendment of any material term, condition, or agreement and without any regulatory restrictions, conditions, amendments, or modifications; and that all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transaction will be obtained without any material adverse effect on the Company or on the contemplated benefits of the Transaction.

With respect to data and discussions relating to the business prospects and financial outlook of the Company, WoodRock assumed that the financial analyses and forecasts provided to it were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and that the Company will perform substantially in accordance with such financial analyses and forecasts. WoodRock further relied on the assurances of members of senior management of the Company that they are unaware of any facts that would make such business prospects and financial outlooks incomplete or misleading.

This Fairness Opinion is necessarily based on financial, economic, market, and other conditions as in effect on, and the information made available to it as of, the date of this Fairness Opinion. WoodRock did not undertake, and is under no obligation, to update, revise, reaffirm, or withdraw this Fairness Opinion, or otherwise to comment on or consider events occurring after the date of this Fairness Opinion.

Summary of Financial Analyses Performed by WoodRock. WoodRock performed the valuation analyses discussed below and reflected in this Fairness Opinion without regard to the actual Cash Out Prices, which were subsequently determined by the Board of Directors. Ultimately, the Board of Directors determined the Cash Out Prices, which are within the ranges of fair values concluded by WoodRock.

In arriving at its Fairness Opinion, in addition to reviewing the matters listed above, WoodRock used the following approaches to evaluate the fairness, from a financial point of view, of the Cash Out Prices:

• A historical trading price approach;

• A selected comparable public companies approach;

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MAXXAM, INC.	DRAFT BASED ON STOCK INFORMATION THRU 8/14/2009
August     , 2009

• A precedent transactions approach;

• A discounted cash flow approach;

• A current stock price plus allocation of the cost savings of the Transaction approach; and

• A disposition / liquidation analysis approach.

Based on the listed analytical methods (described in greater detail below), WoodRock concluded that a Cash Out Price per share of common stock in the range of $_______ to $_______ would be fair from a financial point of view. The outstanding preferred shares carry a $0.75 liquidation preference and a $0.05 per share dividend preference along with other conversion and voting rights. WoodRock has been advised by the Company that, historically, exchanges have customarily been made on the basis of 9 shares of preferred stock for 10 shares of common stock (though shares of the outstanding preferred stock are convertible into shares of common stock on a one-for-one basis). These factors and differences between the common and preferred stock were taken into consideration in WoodRock’s analysis, and WoodRock concluded that a Cash Out Price per share of preferred stock in the range of $        to $        would be fair from a financial point of view. Based upon its review, WoodRock is of the opinion that the Cash Out Prices of $        per common share and $        per preferred share determined by the Board of Directors represent fair prices from a financial point of view to the Company’s stockholders, including stockholders all of whose shares will be cashed out in the Transaction, as well as stockholders who will remain stockholders after the Transaction.

Historical Trading Price Approach. Because the Company’s common stock is publicly traded, WoodRock considered the per share value ascribed to it by the public markets, with consideration given to the low trading volume. Accordingly, WoodRock analyzed the Company’s historical stock prices, trading volume, and level of institutional ownership. On August 18, 2009, the Company’s Common Stock closed at a price of $        per share. Over the past six months, the Company’s stock has traded in ranges that have declined significantly, including a trailing six month 95% probability range of $3.71 to $13.44. In performing its fundamental valuation, WoodRock considered the Company’s publicly traded price per share as one indication of value among several others analyzed and described in this Proxy Statement.

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MAXXAM, INC.	DRAFT BASED ON STOCK INFORMATION THRU 8/14/2009
August     , 2009

Comparable Public Companies Approach. This analysis provides an indication of value expressed as a multiple of operating and financial metrics (such as revenues or earnings before interest, taxes, depreciation and amortization, or EBITDA) of comparable publicly traded companies. Neither WoodRock nor management were able to identify any public companies that are engaged in the same range of businesses as the Company. Thus a peer group of benchmark companies was selected for each of the Company’s primary businesses: real estate development and horse racing. WoodRock noted the Company’s financial condition and historical financial results generally show continued operating losses, negative cash flow from operations, and significant liabilities. As a result, WRC focused on the comparable group’s enterprise values relative to revenues. Mean revenue multiples were identified for each segment and then weighted to reflect the Company’s historical and anticipated revenue to establish a range of estimated values for the Company.

The resulting implied values, implied equity values, and implied equity values per share are calculated based on the mean enterprise values/revenues of the comparable group plus and minus 5% to generate a range of implied values as shown in the following table:

	Low		Average		High
LTM Revenue Multiple		3.04 x		3.20 x		3.36 x
Enterprise Value ($ millions)	$	217.98	$	229.45	$	240.92
Implied Stock Price	$	7.86	$	10.05	$	12.25

This approach did not yield highly relevant comparable data because, due to the Company’s significant operating losses, the only multiple comparisons that could be generated were based on revenues, which do not reflect the associated profitability of the comparable companies or recognize the significant losses incurred by the Company.

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MAXXAM, INC.	DRAFT BASED ON STOCK INFORMATION THRU 8/14/2009
August     , 2009

Precedent Transactions Approach. WoodRock reviewed recent comparable transactions effected by means of a reverse stock split and analyzed the premiums paid in these transactions relative to the closing prices of the underlying common stock prior to the announcement of the transactions. The median premiums observed for the one, 30, 60, 90, and 120-day periods were as follows:

Comparable Transaction Premium Analysis
Company	Offer Price vs. Avg. Trading Price from Last
	Close			30 Days			60 Days			90 Days			120 Days			12 Months
Edd Helms Group, Inc.		14.3	%		14.3	%		14.3	%		14.3	%		14.3	%		-1.4	%
Forgent Networks, Inc. (Asure Software)		71.4	%		77.4	%		78.5	%		36.7	%		36.7	%		-26.6	%
Gouverneur Bancorp, Inc.		19.0	%		16.9	%		17.0	%		13.1	%		13.1	%		1.9	%
Grill Concepts, Inc.		100.0	%		79.1	%		63.1	%		19.5	%		0.5	%		-46.1	%
Katy Industries, Inc.		135.3	%		41.1	%		47.1	%		52.4	%		59.9	%		40.5	%
Capital Properties, Inc.		8.2	%		12.9	%		15.2	%		22.8	%		22.8	%		12.7	%
Mean		58.0	%		40.3	%		39.2	%		26.5	%		24.5	%		-3.2	%
Standard Deviation		48	%		28	%		25	%		14	%		19	%		28	%

Based on trends in the Company’s stock trading range, WoodRock focused on the mean of premiums paid in the precedent reverse split transactions group over the 120 day average price, which was 24.5%.

Specifically, WoodRock reviewed reverse stock split transactions involving the following companies:

Edd Helms Group, Inc.

Forgent Networks, Inc.

Gouverneur Bancorp Inc.
Grill Concepts
Kay Industries
Capital Properties

Discounted Cash Flow Approach. WoodRock considered using a discounted cash flow analysis to estimate a value for the Company in which WRC would calculate the present value of the projected future cash flows of the Company using the Company management’s projections for the fiscal years 2009 through 2013. Management currently projects that the Company will generate negative cash flow from operations for the foreseeable future. As a result, WoodRock determined that the discounted cash flow approach would not be an appropriate methodology to use in determining the fairness of the Cash Out Prices to be paid in the Transaction.

Allocation of Cost Savings Associated with the Transaction. WoodRock also reviewed the present value of the anticipated savings resulting from the Transaction. Based upon management’s expected cost savings and after estimating a potential range in the event that actual cost savings outcomes could vary by $232,500 (15%) per year, WRC established a range of premiums to the current share price if a pro rata allocation of the savings were to be used as the basis for establishing the Cash Out price.

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MAXXAM, INC.	DRAFT BASED ON STOCK INFORMATION THRU 8/14/2009
August     , 2009

	Low		Average		High
Estimated Additional Value/Premium Per Share	$	1.26	$	1.90	$	2.54
Common Stock Price As of Close on August 14, 2009	$	9.63	$	9.63	$	9.63
Implied Stock Price	$	10.89	$	11.53	$	12.17

Disposition / Liquidation Analysis Approach. WoodRock derived an implied equity reference range for the Company by performing a disposition and liquidation analysis based on management’s and external third-party estimates of value. The analysis was based on an assessment of the estimated values of balance sheet assets net of liabilities of the Company under both an orderly disposition and more rapid liquidation scenario to establish a range of potential disposition / liquidation values for the Company. The analysis assumed no federal tax impact. Based on this analysis, the implied high and low equity values for the Company were in a range of $         million to $         million. When the implied equity values were divided by the common shares outstanding of          (assuming conversion of all preferred stock into common stock on a one-for-one basis), this analysis resulted in the following implied per share equity range for the Company:

(In millions of U.S.$, except per share data)	Low		Average		High
Estimated Asset Disposition Value	$	123.75	$	138.59	$	153.44
Transaction Costs	$	6.19	$	6.93	$	7.67
Total Claims by Creditors	$	90.90	$	90.90	$	90.90
Total Claims by Preferred Stock Owners	$	0.50	$	0.50	$	0.50
Total Remaining for Shareholder Distribution	$	26.16	$	40.26	$	54.37
Implied Stock Price	$	5.00	$	7.70	$	10.40

Miscellaneous Considerations. No single company or transaction used in the above analyses, as a comparison, is identical to the Company or the Transaction, and an evaluation of the results of the foregoing analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading, or other values of the companies, businesses, or transactions analyzed. The analyses were prepared solely for purposes of WoodRock’s providing an opinion as to the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold (including any future purchases or sales of Company securities), which are inherently subject to uncertainty.

The preparation of any fairness opinion is a complex process that involves the application of subjective business judgments in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Several analytical approaches were used by WoodRock, and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has

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MAXXAM, INC.	DRAFT BASED ON STOCK INFORMATION THRU 8/14/2009
August     , 2009

inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular approaches. The overall conclusions of WoodRock were based on all the analyses and factors described above, taken as a whole, and also based on WoodRock’ experience and judgment. These conclusions may involve significant elements of subjective judgment and qualitative analysis. WoodRock therefore believes that its analyses must be considered as a whole and that selecting portions of the analyses and of the factors considered, without considering all factors and analyses, could create an incomplete or misleading view of the processes underlying this Fairness Opinion.

In connection with its analyses, WoodRock made, and was provided by the Company’s management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the Company’s control. Analyses and estimates based upon forecasts of future results, including various contingencies called to our attention, are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses and estimates are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the Company, neither the Company nor WoodRock nor any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions. In addition, WoodRock has not been engaged to consider, and has expressed no opinion as to the effect of any possible changes in the assumptions or subsequent transactions as of the date of this Proxy Statement from those described to WoodRock in connection with the delivery of this Fairness Opinion.

Special Consideration on Fairness to Continuing Stockholders. WoodRock noted that implementation of the Transaction will require the Company to use a portion of its cash reserves to pay the Cash Out Prices, and also to pay other Transaction costs estimated at $500,000. Based on expected annual cost savings of approximately $1,550,000 resulting from the Transaction, WoodRock believes the Transaction to be an appropriate use, from a financial point of view, of the Company’s cash and a beneficial long-term result for the Company and its stockholders who will retain stock positions after the Transaction.

Conclusion. Based on its experience as an investment bank and subject to the various assumptions and limitations set forth in this Fairness Opinion, WoodRock is of the opinion that, as of the date of this Fairness Opinion, the Cash Out Prices to be paid to holders of common stock and preferred stock in the Transaction are fair, from a financial point of view, both to the stockholders all of whose shares will be repurchased and to the stockholders who will retain stock positions after the Transaction.

Engagement of WoodRock. The Board of Directors selected WoodRock to render its Fairness Opinion based on the experience of WoodRock in mergers, acquisitions, going private and going dark transactions, and in securities valuation generally. WoodRock is a nationally recognized investment banking firm that is continuously engaged in providing financial advisory services and rendering fairness opinions in connection with mergers and acquisitions, leveraged buyouts, and business and securities valuations for a variety of regulatory and planning purposes, recapitalizations, financial restructuring, and private placements of debt and equity securities.

WoodRock has received a fee of $75,000 in connection with delivering this Fairness Opinion. WoodRock has not received any other fees for financial advisory or investment banking services from the Company or its affiliates. While there are no existing plans or

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MAXXAM, INC.	DRAFT BASED ON STOCK INFORMATION THRU 8/14/2009
August     , 2009

arrangements in this regard, WoodRock reserves the right to provide other services to the Company in the future, for which it may receive a fee. No portion of the fee paid to WoodRock in connection with delivering this Fairness Opinion is contingent on the completion of the proposed Transaction or the conclusions set forth in its Fairness Opinion. In addition, and regardless of whether the proposed Transaction is completed, WoodRock is entitled to reimbursement from the Company of its reasonable and necessary out-of-pocket expenses incurred in connection with its services, including its reasonable and necessary attorneys’ fees and related expenses, as well as indemnification against certain liabilities and expenses related to or arising in connection with the rendering of its services, including liabilities under the federal securities laws.

Sincerely,

WOODROCK & CO.
 

John P. Dennis, III  

Principal, Managing Director 

G. Clyde Buck 

Managing Director 

Page 9 of 9

EX-99.C.III

Exhibit (c)(iii)

Valuation Key Considerations WoodRock used several valuation methodologies to derive a fair value range for the Transaction: (1) Historical Trading Price Approach; (2) Comparable Company Approach; (3) Comparable Precedent Transaction Approach; (4) Discounted Cash Flow Approach; (5) Allocation of Cost Savings Approach; (6) Disposition/Liquidation Approach Several of these methodologies are less useful in valuing the Company at this time, due to the current market conditions and the Company's current financial condition: most notably the discounted cash flow and liquidation approaches. For publicly traded shares, the current price and trading range for a company's shares are typically considered the best proxy for valuing a minority interest position. Recent mean reversion of the common stock price, to ranges that coincide with estimated orderly disposition values, lends incremental credence to using the recent trading range as a valid starting point for the Cash Out Price. Historic trends show that most similar transactions involve some premium to market at the time a decision is made by the Board of Directors. There is a great deal of variability around this premium, but a significant number of recent transactions have paid a premium of 15% - 30% to the trailing 120 day average close. The Transaction is anticipated to generate immediate additional value for the company through reduced compliance costs. WoodRock also contemplated using the equitable sharing of these savings across all shareholders, both those that will retain shares of MAXXAM and those that will have all of their shares repurchased via the Transaction. Based on this analysis, WoodRock is of the opinion that ranges of $8.65 to $11.44 for the common and $9.40 to $12.19 for the preferred represent fair ranges for each respective Cash Out Price. MAXXAM Inc. ~ Presentation to the Board of Directors

Ownership Summary Preferred Shares Outstanding: As of August 7, 2009 Data provided by MAXXAM. 15

Trading Range Analysis Last Three Years Common Stock Price Trading Range From Mean1 Data from Capital IQ. Historical Trading Price Approach 21

Trading Range Analysis Data from Capital IQ. Historical Trading Price Approach Last Twelve Months Common Stock Price Trading Range From Mean1 22

Data from Capital IQ and MAXXAM Company Filings; For Brief Company Descriptions, Refer to Appendix A. Company Multiple Analysis1 Comparable Company Approach 24

Data from Capital IQ and MAXXAM Company Filings. For the Calculation of the High and Low Multiples, the Mean Industry Multiple was adjusted by +/- Five Percent (5%), respectively. Results Comparable Company Approach 25

Comparable Transaction Approach Edd Helms Group, Inc., Schedule 14C, 4.30.2009. Forgent Networks, Inc., Schedule 14A, 8.10.2009. Gouverneur Bancorp, Inc., Schedule 14A, 8.22.2008. Grill Concepts, Inc., Schedule 14A, 2.20.2009. Katy Industries, Inc., Schedule 14A, 2.17.2009. Capital Properties, Inc., Schedule 14A, 8.5.2008. 27

Valuation Analysis Summary Results of Common Stock Valuation MAXXAM Stock Price as of Close on August 18, 2009. $8.901 38

EX-99.C.IV

Exhibit (c)(iv)

DRAFT BASED ON STOCK INFORMATION THRU 8/18/2009

August __, 2009

CONFIDENTIAL

The Board of Directors
MAXXAM Inc.
1330 Post Oak Boulevard, Suite 2000
Houston, Texas 77056-3058

Gentlemen:

You have engaged WoodRock & Co. (“WoodRock” or “WRC”) to serve as financial advisor to the Board of Directors of MAXXAM Inc. (the “Company”) with regard to a proposed transaction (the “Transaction”) implementing a 1-for-250 reverse stock split of the outstanding common stock and the outstanding preferred stock of the Company. Simultaneously, and as part of this reverse stock split, the Company will repurchase resulting fractional shares for cash at per share prices determined by the Company’s Board of Directors for the common stock and for the preferred stock (“ Cash Out Prices”). The anticipated result of the Transaction is to reduce the number of outstanding holders of common stock to less than 300, thereby permitting the Company to terminate the listing and SEC registered status of its common stock and reduce its annual reporting and compliance costs. You have engaged WoodRock, as financial advisor, to advise the Company’s Board of Directors as to ranges of financial fairness for the Cash Out Prices and to issue this written opinion (“Fairness Opinion”) as to the fairness to the Company’s shareholders of the financial terms of the Transaction, specifically addressing the fairness of the Cash Out Prices determined by the Board of Directors.

On August 19, 2009, WoodRock presented its financial advice and conclusions to the Company’s Board of Directors as to the proposed Transaction, including its advice as to ranges of financial fairness for the Cash Out Prices, as more fully described below. On August ___, 2009, the Board of Directors advised WoodRock that it had determined to proceed with the Transaction using a Cash Out Price of $ ___  per share of common stock and $___  per share of preferred stock. On August ___, 2009, WoodRock delivered this Fairness Opinion to the Board of Directors. This Fairness Opinion sets forth our opinion that, based upon and subject to the factors and assumptions set forth herein, as of the date of this Fairness Opinion, the Cash Out Prices to be paid in the Transaction are fair, from a financial point of view, to the Company’s common and preferred stockholders (collectively, “stockholders”), including both stockholders whose shares will all be repurchased and stockholders who will retain stock positions after the Transaction.

This Fairness Opinion of WoodRock addresses only the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction to the Company’s stockholders. WoodRock was not requested to opine as to, and this Fairness Opinion does not address:

o The underlying business decisions of the Board of Directors, the Company or its stockholders, or any other party to proceed with or effect the Transaction;

o The fairness of any portion or aspect of the Transaction not expressly addressed in this Fairness Opinion;

o The fairness of any portion or aspect of the Transaction to holders of any class of securities, creditors or other constituencies of the Company, or any other party, other than as set forth in this Fairness Opinion;

MAXXAM, INC.
August ___, 2009 DRAFT BASED ON STOCK INFORMATION THRU 8/18/2009

o The relative merits of the Transaction as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage;

o The tax or legal consequences of the proposed Transaction to either the Company, its stockholders, or any other party;

o Except for the relative treatment of common stock and preferred stock in the Transaction, the fairness of any portion or aspect of the Transaction to any one class or group of the Company’s or any other party’s stockholders vis-à-vis any other class or group of the Company’s or such other party’s stockholders;

o How any stockholder should act or vote, as the case may be, with respect to the Transaction;

o The terms or fairness of any future transactions; or

o The solvency, creditworthiness, or fair value of the Company or any other participant in the Transaction under any applicable laws relating to bankruptcy, insolvency, or similar matters.

Furthermore, no opinion, counsel, or interpretation is intended with respect to matters that require legal, regulatory, accounting, insurance, tax, or other similar professional advice.

In connection with this Fairness Opinion, WoodRock made such reviews, analyses, and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, WoodRock has:

1.	Reviewed a draft of this Proxy Statement;
2.	Reviewed and analyzed certain publicly available financial and other data, including the Company’s Annual Reports on Forms 10-K for the five fiscal years ended December 31, 2008 and the Company’s Quarterly Reports on Form 10-Q for the three months ended June 30, 2009, and certain other relevant historical operating data relating to the Company made available to WoodRock from published sources and from the internal records of the Company;
3.	Reviewed internal forecasts and other information (including with respect to potential gain and loss contingencies) provided by, and conducted discussions with, members of the senior management of the Company with respect to the business prospects and financial outlook of the Company;
4.	Reviewed various third-party appraisals of certain of the Company’s assets;
5.	Reviewed current and historical market prices and trading activity of the Company’s common stock;
6.	Compared certain financial information for the Company with similar information for certain other companies, the securities of which are publicly traded;
7.	Reviewed the financial terms, to the extent publicly available, of selected precedent transactions which WoodRock deemed generally comparable to the Company’s proposed Transaction; and
8.	Conducted such other financial studies, analyses, and investigations and considered such other information as WoodRock deemed appropriate.

Page 2 of 9

MAXXAM, INC.
August ___, 2009 DRAFT BASED ON STOCK INFORMATION THRU 8/18/2009

In rendering this Fairness Opinion, WoodRock has relied upon and assumed, without independent verification, the accuracy and completeness of all data, material, and financial, legal, tax, operating and other information (including, without limitation, the financial statements and related notes thereto of the Company) furnished or otherwise made available to, discussed with or reviewed by WoodRock, and did not assume responsibility for such information. WoodRock did not assume any responsibility to perform, and did not perform, an independent evaluation, physical inspection, or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company. Additionally, WoodRock did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, or other contingent liabilities, to which the Company is or may be a party or is or may be subject; of contingent gains that the Company might realize; or of any governmental investigation or any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject. WoodRock also assumed that the Transaction will be consummated in a timely manner and in accordance with applicable corporate law and the terms described in the draft Proxy Statement reviewed by WoodRock, without waiver, modification, or amendment of any material term, condition, or agreement and without any regulatory restrictions, conditions, amendments, or modifications; and that all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transaction will be obtained without any material adverse effect on the Company or on the contemplated benefits of the Transaction.

With respect to data and discussions relating to the business prospects and financial outlook of the Company, WoodRock assumed that the financial analyses and forecasts provided to it were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and that the Company will perform substantially in accordance with such financial analyses and forecasts. WoodRock further relied on the assurances of members of senior management of the Company that they are unaware of any facts that would make such business prospects and financial outlooks incomplete or misleading.

This Fairness Opinion is necessarily based on financial, economic, market, and other conditions as in effect on, and the information made available to it as of, the date of this Fairness Opinion. WoodRock did not undertake, and is under no obligation, to update, revise, reaffirm, or withdraw this Fairness Opinion, or otherwise to comment on or consider events occurring after the date of this Fairness Opinion.

Summary of Financial Analyses Performed by WoodRock. WoodRock performed the valuation analyses discussed below and reflected in this Fairness Opinion without regard to the actual Cash Out Prices, which were subsequently determined by the Board of Directors. Ultimately, the Board of Directors determined the Cash Out Prices, which are within the ranges of fair values concluded by WoodRock.

In arriving at its Fairness Opinion, in addition to reviewing the matters listed above, WoodRock used the following approaches to evaluate the fairness, from a financial point of view, of the Cash Out Prices:

o A historical trading price approach;

o A selected comparable public companies approach;

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MAXXAM, INC.
August ___, 2009 DRAFT BASED ON STOCK INFORMATION THRU 8/18/2009

o A precedent transactions approach;

o A discounted cash flow approach;

o A current stock price plus allocation of the cost savings of the Transaction approach; and

o A disposition / liquidation analysis approach.

Based on the listed analytical methods (described in greater detail below), WoodRock concluded that a Cash Out Price per share of common stock in the range of $8.65 to $11.44 would be fair from a financial point of view. The outstanding preferred shares carry a $0.75 liquidation preference and a $0.05 per share dividend preference along with other conversion and voting rights. WoodRock has been advised by the Company that, historically, exchanges have customarily been made on the basis of 9 shares of preferred stock for 10 shares of common stock (though shares of the outstanding preferred stock are convertible into shares of common stock on a one-for-one basis). These factors and differences between the common and preferred stock were taken into consideration in WoodRock’s analysis, and WoodRock concluded that a Cash Out Price per share of preferred stock in the range of $9.40 to $12.19 would be fair from a financial point of view. Based upon its review, WoodRock is of the opinion that the Cash Out Prices of $___  per common share and $___  per preferred share determined by the Board of Directors represent fair prices from a financial point of view to the Company’s stockholders, including stockholders all of whose shares will be cashed out in the Transaction, as well as stockholders who will remain stockholders after the Transaction.

Historical Trading Price Approach. Because the Company’s common stock is publicly traded, WoodRock considered the per share value ascribed to it by the public markets, with consideration given to the low trading volume. Accordingly, WoodRock analyzed the Company’s historical stock prices, trading volume, and level of institutional ownership. On August 18, 2009, the Company’s Common Stock closed at a price of $8.90 per share. Over the past six months, the Company’s stock has traded in ranges that have declined significantly, including a trailing six month 95% probability range of $3.80 to $13.50. In performing its fundamental valuation, WoodRock considered the Company’s publicly traded price per share as one indication of value among several others analyzed and described in this Proxy Statement.

Page 4 of 9

MAXXAM, INC.
August ___, 2009 DRAFT BASED ON STOCK INFORMATION THRU 8/18/2009

Comparable Public Companies Approach. This analysis provides an indication of value expressed as a multiple of operating and financial metrics (such as revenues or earnings before interest, taxes, depreciation and amortization, or EBITDA) of comparable publicly traded companies. Neither WoodRock nor management were able to identify any public companies that are engaged in the same range of businesses as the Company. Thus a peer group of benchmark companies was selected for each of the Company’s primary businesses: real estate development and horse racing. WoodRock noted the Company’s financial condition and historical financial results generally show continued operating losses, negative cash flow from operations, and significant liabilities. As a result, WRC focused on the comparable group’s enterprise values relative to revenues. Mean revenue multiples were identified for each segment and then weighted to reflect the Company’s historical and anticipated revenue to establish a range of estimated values for the Company.

The resulting implied values, implied equity values, and implied equity values per share are calculated based on the mean enterprise values/revenues of the comparable group plus and minus 5% to generate a range of implied values as shown in the following table:

	Low			Average			High
LTM Revenue Multiple		3.12	x		3.29	x		3.45	x
Enterprise Value ($ millions)	$	223.83		$	235.61		$	247.39
Implied Stock Price	$	8.98		$	11.23		$	13.49

This approach did not yield highly relevant comparable data because, due to the Company’s significant operating losses, the only multiple comparisons that could be generated were based on revenues, which do not reflect the associated profitability of the comparable companies or recognize the significant losses incurred by the Company.

Page 5 of 9

MAXXAM, INC.
August ___, 2009 DRAFT BASED ON STOCK INFORMATION THRU 8/18/2009

Precedent Transactions Approach. WoodRock reviewed recent comparable transactions effected by means of a reverse stock split and analyzed the premiums paid in these transactions relative to the closing prices of the underlying common stock prior to the announcement of the transactions. The median premiums observed for the one, 30, 60, 90, and 120-day periods were as follows:

Comparable Transaction Premium Analysis
Company	Offer Price vs. Avg. Trading Price from Last
	Close			30 Days			60 Days			90 Days			120 Days			12 Months
Edd Helms Group, Inc.		14.3	%		14.3	%		14.3	%		14.3	%		14.3	%		-1.4	%
Forgent Networks, Inc. (Asure Software)		71.4	%		77.4	%		78.5	%		36.7	%		36.7	%		-26.6	%
Gouverneur Bancorp, Inc.		19.0	%		16.9	%		17.0	%		13.1	%		13.1	%		1.9	%
Grill Concepts, Inc.		100.0	%		79.1	%		63.1	%		19.5	%		0.5	%		-46.1	%
Katy Industries, Inc.		135.3	%		41.1	%		47.1	%		52.4	%		59.9	%		40.5	%
Capital Properties, Inc.		8.2	%		12.9	%		15.2	%		22.8	%		22.8	%		12.7	%
Mean		58.0	%		40.3	%		39.2	%		26.5	%		24.5	%		-3.2	%
Standard Deviation		48	%		28	%		25	%		14	%		19	%		28	%

Based on trends in the Company’s stock trading range, WoodRock focused on the mean of premiums paid in the precedent reverse split transactions group over the 120 day average price, which was 24.5%.

Specifically, WoodRock reviewed reverse stock split transactions involving the following companies:

Edd Helms Group, Inc.	Grill Concepts
Forgent Networks, Inc.	Kay Industries
Gouverneur Bancorp Inc.	Capital Properties

Discounted Cash Flow Approach. WoodRock considered using a discounted cash flow analysis to estimate a value for the Company in which WRC would calculate the present value of the projected future cash flows of the Company using the Company management’s projections for the fiscal years 2009 through 2013. Management currently projects that the Company will generate negative cash flow from operations for the foreseeable future. As a result, WoodRock determined that the discounted cash flow approach would not be an appropriate methodology to use in determining the fairness of the Cash Out Prices to be paid in the Transaction.

Allocation of Cost Savings Associated with the Transaction. WoodRock also reviewed the present value of the anticipated savings resulting from the Transaction. Based upon management’s expected cost savings and after estimating a potential range in the event that actual cost savings outcomes could vary by $232,500 (15%) per year, WRC established a range of premiums to the current share price if a pro rata allocation of the savings were to be used as the basis for establishing the Cash Out price.

Page 6 of 9

MAXXAM, INC.
August ___, 2009 DRAFT BASED ON STOCK INFORMATION THRU 8/18/2009

	Low		Average		High
Estimated Additional Value/Premium Per Share	$	1.26	$	1.90	$	2.54
Common Stock Price As of Close on August 14, 2009	$	8.90	$	8.90	$	8.90
Implied Stock Price	$	10.16	$	10.80	$	11.44

Disposition / Liquidation Analysis Approach. WoodRock derived an implied equity reference range for the Company by performing a disposition and liquidation analysis based on management’s and external third-party estimates of value. The analysis was based on an assessment of the estimated values of balance sheet assets net of liabilities of the Company under both an orderly disposition and more rapid liquidation scenario to establish a range of potential disposition / liquidation values for the Company. The analysis assumed no federal tax impact. Based on this analysis, the implied high and low equity values for the Company were in a range of $26.16 million to $54.37 million. When the implied equity values were divided by the common shares outstanding of 5,227,756 (assuming conversion of all preferred stock into common stock on a one-for-one basis), this analysis resulted in the following implied per share equity range for the Company:

(In millions of U.S.$, except per share data)	Low		Average		High
Estimated Asset Disposition Value	$	123.75	$	138.59	$	153.44
Transaction Costs	$	6.19	$	6.93	$	7.67
Total Claims by Creditors	$	90.90	$	90.90	$	90.90
Total Claims by Preferred Stock Owners	$	0.50	$	0.50	$	0.50
Total Remaining for Shareholder Distribution	$	26.16	$	40.26	$	54.37
Implied Stock Price	$	5.00	$	7.70	$	10.40

Miscellaneous Considerations. No single company or transaction used in the above analyses, as a comparison, is identical to the Company or the Transaction, and an evaluation of the results of the foregoing analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading, or other values of the companies, businesses, or transactions analyzed. The analyses were prepared solely for purposes of WoodRock’s providing an opinion as to the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold (including any future purchases or sales of Company securities), which are inherently subject to uncertainty.

The preparation of any fairness opinion is a complex process that involves the application of subjective business judgments in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Several analytical approaches were used by WoodRock, and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has

Page 7 of 9

MAXXAM, INC.
August ___, 2009 DRAFT BASED ON STOCK INFORMATION THRU 8/18/2009

inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular approaches. The overall conclusions of WoodRock were based on all the analyses and factors described above, taken as a whole, and also based on WoodRock’ experience and judgment. These conclusions may involve significant elements of subjective judgment and qualitative analysis. WoodRock therefore believes that its analyses must be considered as a whole and that selecting portions of the analyses and of the factors considered, without considering all factors and analyses, could create an incomplete or misleading view of the processes underlying this Fairness Opinion.

In connection with its analyses, WoodRock made, and was provided by the Company’s management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the Company’s control. Analyses and estimates based upon forecasts of future results, including various contingencies called to our attention, are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses and estimates are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the Company, neither the Company nor WoodRock nor any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions. In addition, WoodRock has not been engaged to consider, and has expressed no opinion as to the effect of any possible changes in the assumptions or subsequent transactions as of the date of this Proxy Statement from those described to WoodRock in connection with the delivery of this Fairness Opinion.

Special Consideration on Fairness to Continuing Stockholders. WoodRock noted that implementation of the Transaction will require the Company to use a portion of its cash reserves to pay the Cash Out Prices, and also to pay other Transaction costs estimated at $500,000. Based on expected annual cost savings of approximately $1,550,000 resulting from the Transaction, WoodRock believes the Transaction to be an appropriate use, from a financial point of view, of the Company’s cash and a beneficial long-term result for the Company and its stockholders who will retain stock positions after the Transaction.

Conclusion. Based on its experience as an investment bank and subject to the various assumptions and limitations set forth in this Fairness Opinion, WoodRock is of the opinion that, as of the date of this Fairness Opinion, the Cash Out Prices to be paid to holders of common stock and preferred stock in the Transaction are fair, from a financial point of view, both to the stockholders all of whose shares will be repurchased and to the stockholders who will retain stock positions after the Transaction.

Engagement of WoodRock. The Board of Directors selected WoodRock to render its Fairness Opinion based on the experience of WoodRock in mergers, acquisitions, going private and going dark transactions, and in securities valuation generally. WoodRock is a nationally recognized investment banking firm that is continuously engaged in providing financial advisory services and rendering fairness opinions in connection with mergers and acquisitions, leveraged buyouts, and business and securities valuations for a variety of regulatory and planning purposes, recapitalizations, financial restructuring, and private placements of debt and equity securities.

WoodRock has received a fee of $75,000 in connection with delivering this Fairness Opinion. WoodRock has not received any other fees for financial advisory or investment banking services from the Company or its affiliates. While there are no existing plans or

Page 8 of 9

MAXXAM, INC.
August ___, 2009 DRAFT BASED ON STOCK INFORMATION THRU 8/18/2009

arrangements in this regard, WoodRock reserves the right to provide other services to the Company in the future, for which it may receive a fee. No portion of the fee paid to WoodRock in connection with delivering this Fairness Opinion is contingent on the completion of the proposed Transaction or the conclusions set forth in its Fairness Opinion. In addition, and regardless of whether the proposed Transaction is completed, WoodRock is entitled to reimbursement from the Company of its reasonable and necessary out-of-pocket expenses incurred in connection with its services, including its reasonable and necessary attorneys’ fees and related expenses, as well as indemnification against certain liabilities and expenses related to or arising in connection with the rendering of its services, including liabilities under the federal securities laws.

Sincerely,

WOODROCK & CO.

John P. Dennis, III
Principal, Managing Director

G. Clyde Buck
Managing Director

Page 9 of 9

EX-99.C.V

Exhibit (c)(v)

DRAFTBASED ON STOCK INFORMATION THRU 8/18/2009

August     , 2009

CONFIDENTIAL

The Board of Directors
MAXXAM Inc.
1330 Post Oak Boulevard, Suite 2000
Houston, Texas 77056-3058

Gentlemen:

You have engaged WoodRock & Co. (“WoodRock” or “WRC”) to serve as financial advisor to the Board of Directors of MAXXAM Inc. (the “Company”) with regard to a proposed transaction (the “Transaction”) implementing a 1-for-250 reverse stock split of the outstanding common stock and the outstanding preferred stock of the Company. Simultaneously, and as part of this reverse stock split, the Company will repurchase resulting fractional shares for cash at per share prices determined by the Company’s Board of Directors for the common stock and for the preferred stock (“Cash Out Prices”). The anticipated result of the Transaction is to reduce the number of outstanding holders of common stock to less than 300, thereby permitting the Company to terminate the listing and SEC registered status of its common stock and reduce its annual reporting and compliance costs. You have engaged WoodRock, as financial advisor, to advise the Company’s Board of Directors as to ranges of financial fairness for the Cash Out Prices and to issue this written opinion (“Fairness Opinion”) as to the fairness to the Company’s shareholders of the financial terms of the Transaction, specifically addressing the fairness of the Cash Out Prices determined by the Board of Directors.

On August 19, 2009, WoodRock presented its financial advice and conclusions to the Company’s Board of Directors as to the proposed Transaction, including its advice as to ranges of financial fairness for the Cash Out Prices, as more fully described below. On August ___, 2009, the Board of Directors advised WoodRock that it had determined to proceed with the Transaction using a Cash Out Price of $       per share of common stock and $       per share of preferred stock. On August ___, 2009, WoodRock delivered this Fairness Opinion to the Board of Directors. This Fairness Opinion sets forth our opinion that, based upon and subject to the factors and assumptions set forth herein, as of the date of this Fairness Opinion, the Cash Out Prices to be paid in the Transaction are fair, from a financial point of view, to the Company’s common and preferred stockholders (collectively, “stockholders”), including both stockholders whose shares will all be repurchased and stockholders who will retain stock positions in the Company after the Transaction.

This Fairness Opinion of WoodRock addresses only the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction to the Company’s stockholders. WoodRock was not requested to opine as to, and this Fairness Opinion does not address:

• The underlying business decisions of the Board of Directors, the Company or its stockholders, or any other party to proceed with or effect the Transaction;

• The fairness of any portion or aspect of the Transaction not expressly addressed in this Fairness Opinion;

• The fairness of any portion or aspect of the Transaction to holders of any class of securities, creditors or other constituencies of the Company, or any other party, other than as set forth in this Fairness Opinion;

MAXXAM, INC. DRAFT

BASED ON STOCK INFORMATION THRU 8/18/2009
August     , 2009

• The relative merits of the Transaction as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage;

• The tax or legal consequences of the proposed Transaction to either the Company, its stockholders, or any other party;

• Except for the relative treatment of common stock and preferred stock in the Transaction, the fairness of any portion or aspect of the Transaction to any one class or group of the Company’s or any other party’s stockholders vis-à-vis any other class or group of the Company’s or such other party’s stockholders;

• How any stockholder should act or vote, as the case may be, with respect to the Transaction;

• The terms or fairness of any future transactions; or

• The solvency, creditworthiness, or fair value of the Company or any other participant in the Transaction under any applicable laws relating to bankruptcy, insolvency, or similar matters.

Furthermore, no opinion, counsel, or interpretation is intended with respect to matters that require legal, regulatory, accounting, insurance, tax, or other similar professional advice.

In connection with this Fairness Opinion, WoodRock made such reviews, analyses, and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, WoodRock has:

1.	Reviewed a draft of thisthe Proxy Statement describing the Transaction (the “Proxy Statement”);
2.	Reviewed and analyzed certain publicly available financial and other data, including the Company’s Annual Reports on Forms 10-K for the five fiscal years ended December 31, 2008 and the Company’s Quarterly Reports on Form 10-Q for the three months ended June 30, 2009, and certain other relevant historical operating data relating to the Company made available to WoodRock from published sources and from the internal records of the Company;
3.	Reviewed internal forecasts and other information (including with respect to potential gain and loss contingencies) provided by, and conducted discussions with, members of the senior management of the Company with respect to the business prospects, contingencies and financial outlook of the Company;
4.	Reviewed various third-party appraisals of certain of the Company’s assets;
5.	Reviewed current and historical market prices and trading activity of the Company’s common stock;
6.	Compared certain financial information for the Company with similar information for certain other companies, the securities of which are publicly traded;
7.	Reviewed the financial terms, to the extent publicly available, of selected precedent transactions which WoodRock deemed generally comparable to the Company’s proposed Transaction; and

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MAXXAM, INC. DRAFT

BASED ON STOCK INFORMATION THRU 8/18/2009
August     , 2009

8. Conducted such other financial studies, analyses, and investigations and considered such other information as WoodRock deemed appropriate.

In rendering this Fairness Opinion, WoodRock has relied upon and assumed, without independent verification, the accuracy and completeness of all data, material, and financial, legal, tax, operating and other information (including, without limitation, the financial statements and related notes thereto of the Company) furnished or otherwise made available to, discussed with or reviewed by WoodRock in connection with this matter, and did not assume responsibility for such information. WoodRock did not assume any responsibility to perform, and did not perform, an independent evaluation, physical inspection, or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company. Additionally, WoodRock did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, or other contingent liabilities, to which the Company is or may be a party or is or may be subject; of contingent gains that the Company might realize; or of any governmental investigation or any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject. WoodRock also assumed that the Transaction will be consummated in a timely manner and in accordance with applicable corporate law and the terms described in the draft Proxy Statement reviewed by WoodRock, without waiver, modification, or amendment of any material term, condition, or agreement and without any regulatory restrictions, conditions, amendments, or modifications; and that all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transaction will be obtained without any material adverse effect on the Company or on the contemplated benefits of the Transaction.

With respect to data and discussions relating to the business prospects and financial outlook of the Company, WoodRock assumed that the financial analyses and forecasts provided to it were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and that the Company will perform substantially in accordance with such financial analyses and forecasts. WoodRock further relied on the assurances of members of senior management of the Company that they are unaware of any facts that would make such business prospects and financial outlooks incomplete or misleading.

This Fairness Opinion is necessarily based on financial, economic, market, and other conditions as in effect on, and the information made available to it WoodRock as of. the date of this Fairness Opinion. WoodRock did not undertake, and is under no obligation, to update, revise, reaffirm, or withdraw this Fairness Opinion, or otherwise to comment on or consider events occurring after the date of this Fairness Opinion.

Summary of Financial Analyses Performed by WoodRock. WoodRock performed the valuation analyses discussed below and reflected in this Fairness Opinion without regard to the actual Cash Out Prices, which were subsequently determined by the Board of Directors. Ultimately, the Board of Directors determined the Cash Out Prices, which are within the ranges of fair values concluded determined by WoodRock.

In arriving at its Fairness Opinion, in addition to reviewing the matters listed above, WoodRock used the following approaches to evaluate the fairness, from a financial point of view, of the Cash Out Prices:

Page 3 of 9

MAXXAM, INC. DRAFT

BASED ON STOCK INFORMATION THRU 8/18/2009
August     , 2009

• A historical trading price approach;

• A selected comparable public companies approach;

• A precedent transactions approach;

• A discounted cash flow approach;

• A current stock price plus allocation of the cost savings of the Transaction approach; and

• A disposition / liquidation analysis approach.

Based on the listed analytical methods (described in greater detail below), WoodRock concluded that a Cash Out Price per share of common stock in the range of $8.65 to $11.44 would be fair from a financial point of view. The outstanding preferred shares carry a $0.75 liquidation preference and a $0.05 per share dividend preference along with other conversion and voting rights. WoodRock has been advised by the Company that, historically, exchanges have customarily been made on the basis of 9 shares of preferred stock for 10 shares of common stock (though shares of the outstanding preferred stock are convertible into shares of common stock on a one-for-one basis). These factors and differences between the common and preferred stock were taken into consideration in WoodRock’s analysis, and WoodRock concluded that a Cash Out Price per share of preferred stock in the range of $9.40 to $12.19 would be fair from a financial point of view. Based upon its review, WoodRock is of the opinion that the Cash Out Prices of $       per common share and $       per preferred share determined by the Board of Directors represent fair prices from a financial point of view to the Company’s stockholders, including stockholders all of whose shares will be cashed out in the Transaction, as well as stockholders who will remain stockholders after the Transaction.

Historical Trading Price Approach. Because the Company’s common stock is publicly traded, WoodRock considered the per share value ascribed to it by the public markets, with consideration given to the low trading volume. Accordingly, WoodRock analyzed the Company’s historical stock prices, trading volume, and level of institutional ownership. On August 18, 2009, the Company’s Common Stock closed at a price of $8.90 per share. Over the past six months, the Company’s stock has traded in ranges that have declined significantly, including a trailing six month 95% probability range of $3.80 to $13.50. In performing its fundamental valuation, WoodRock considered the Company’s publicly traded price per share as one indication of value among several others analyzed and described in this the Proxy Statement.

Page 4 of 9

MAXXAM, INC. DRAFT

BASED ON STOCK INFORMATION THRU 8/18/2009
August ___, 2009

Comparable Public Companies Approach. This analysis provides an indication of value expressed as a multiple of operating and financial metrics (such as revenues or earnings before interest, taxes, depreciation and amortization, or EBITDA) of comparable publicly traded companies. Neither WoodRock nor Company management were able to identify any public companies that are engaged in the same range of businesses as the Company. Thus a peer group of benchmark companies was selected for each of the Company’s primary businesses: real estate development and horse racing. WoodRock noted the Company’s financial condition and historical financial results generally show continued operating losses, negative cash flow from operations, and significant liabilities. As a result, WRC focused on the comparable group’s enterprise values relative to revenues. Mean revenue multiples were identified for each segment and then weighted to reflect the Company’s historical and anticipated revenue to establish a range of estimated values for the Company.

The resulting implied values, implied equity values, and implied equity values per share are calculated based on the mean enterprise values/revenues of the comparable group plus and minus 5% to generate a range of implied values as shown in the following table:

	Low			Average			High
LTM Revenue Multiple		3.12	x		3.29	x		3.45	x
Enterprise Value ($ millions)	$	223.83		$	235.61		$	247.39
Implied Stock Price	$	8.98		$	11.23		$	13.49

This approach did not yield highly relevant comparable data because, due to the Company’s significant operating losses, the only multiple comparisons that could be generated were based on revenues, which do not reflect the associated profitability of the comparable companies or recognize the significant losses incurred by the Company.

Page 5 of 9

MAXXAM, INC. DRAFT

BASED ON STOCK INFORMATION THRU 8/18/2009
August ___, 2009

Precedent Transactions Approach. WoodRock reviewed recent comparable transactions effected by means of a reverse stock split and analyzed the premiums paid in these transactions relative to the closing prices of the underlying common stock prior to the announcement of the transactions. The median premiums observed for the one, 30, 60, 90, and 120-day periods were as follows:

Comparable Transaction Premium Analysis
Company	Offer Price vs. Avg. Trading Price from Last
	Close			30 Days			60 Days			90 Days			120 Days			12 Months
Edd Helms Group, Inc.		14.3	%		14.3	%		14.3	%		14.3	%		14.3	%		-1.4	%
Forgent Networks, Inc. (Asure Software)		71.4	%		77.4	%		78.5	%		36.7	%		36.7	%		-26.6	%
Gouverneur Bancorp, Inc.		19.0	%		16.9	%		17.0	%		13.1	%		13.1	%		1.9	%
Grill Concepts, Inc.		100.0	%		79.1	%		63.1	%		19.5	%		0.5	%		-46.1	%
Katy Industries, Inc.		135.3	%		41.1	%		47.1	%		52.4	%		59.9	%		40.5	%
Capital Properties, Inc.		8.2	%		12.9	%		15.2	%		22.8	%		22.8	%		12.7	%
Mean		58.0	%		40.3	%		39.2	%		26.5	%		24.5	%		-3.2	%
Standard Deviation		48	%		28	%		25	%		14	%		19	%		28	%

Based on trends in the Company’s stock trading range, WoodRock focused on the mean of premiums paid in the precedent reverse split transactions group over the 120 day average price, which was 24.5%.

Specifically, WoodRock reviewed reverse stock split transactions involving the following companies:

Edd Helms Group, Inc.
Forgent Networks, Inc.
Gouverneur Bancorp Inc.
Grill Concepts
Kay Industries
Capital Properties

Discounted Cash Flow Approach. WoodRock considered using a discounted cash flow analysis to estimate a value for the Company in which WRC would calculate the present value of the projected future cash flows of the Company using the Company management’s projections for the fiscal years 2009 through 2013. Management currently projects that the Company will generate negative cash flow from operations for the foreseeable future. As a result, WoodRock determined that the discounted cash flow approach would not be an appropriate methodology to use in determining the fairness of the Cash Out Prices to be paid in the Transaction.

Allocation of Cost Savings Associated with the Transaction. WoodRock also reviewed the present value of the anticipated savings resulting from the Transaction. Based upon management’s expected cost savings and after estimating a potential range in the event that actual cost savings outcomes could vary by $232,500 (15%) per year, WRC established a range of premiums to the current share price if a pro rata allocation of the savings were to be used as the basis for establishing the Cash Out price.

Page 6 of 9

MAXXAM, INC. DRAFT

BASED ON STOCK INFORMATION THRU 8/18/2009
August ___, 2009

	Low		Average		High
Estimated Additional Value/Premium Per Share	$	1.26	$	1.90	$	2.54
Common Stock Price As of Close on August 17, 2009	$	8.90	$	8.90	$	8.90
Implied Stock Price	$	10.16	$	10.80	$	11.44

Disposition / Liquidation Analysis Approach. WoodRock derived an implied equity reference range for the Company by performing a disposition and liquidation analysis based on management’s and external third-party estimates of value. The analysis was based on an assessment of the estimated values of balance sheet assets net of liabilities of the Company under both an orderly disposition and more rapid liquidation scenario to establish a range of potential disposition / liquidation values for the Company. The analysis assumed no federal tax impact. Based on this analysis, the implied high and low equity values for the Company were in a range of $26.16 million to $54.37 million. When the implied equity values were divided by the common shares outstanding of 5,227,756 (assuming conversion of all preferred stock into common stock on a one-for-one basis), this analysis resulted in the following implied per share equity range for the Company:

(In millions of U.S.$, except per share data)	Low		Average		High
Estimated Asset Disposition Value	$	123.75	$	138.59	$	153.44
Transaction Costs	$	6.19	$	6.93	$	7.67
Total Claims by Creditors	$	90.90	$	90.90	$	90.90
Total Claims by Preferred Stock Owners	$	0.50	$	0.50	$	0.50
Total Remaining for Shareholder Distribution	$	26.16	$	40.26	$	54.37
Implied Stock Price	$	5.00	$	7.70	$	10.40

Miscellaneous Considerations. No single company or transaction used in the above analyses, as a comparison, is identical to the Company or the Transaction, and an evaluation of the results of the foregoing analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading, or other values of the companies, businesses, or transactions analyzed. The analyses were prepared solely for purposes of WoodRock’s providing an opinion as to the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold (including any future purchases or sales of Company securities), which are inherently subject to uncertainty.

The preparation of any fairness opinion is a complex process that involves the application of subjective business judgments in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Several analytical approaches were used by WoodRock, and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has

Page 7 of 9

MAXXAM, INC. DRAFT

BASED ON STOCK INFORMATION THRU 8/18/2009
August       , 2009

inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular approaches. The overall conclusions of WoodRock were based on all the analyses and factors described above, taken as a whole, and also based on WoodRock’ experience and judgment. These conclusions may involve significant elements of subjective judgment and qualitative analysis. WoodRock therefore believes that its analyses must be considered as a whole and that selecting portions of the analyses and of the factors considered, without considering all factors and analyses, could create an incomplete or misleading view of the processes underlying this Fairness Opinion.

In connection with its analyses, WoodRock made, and was provided by the Company’s management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the Company’s control. Analyses and estimates based upon forecasts of future results, including various contingencies called to our attention, are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses and estimates are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the Company, neither the Company nor WoodRock nor any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions. In addition, WoodRock has not been engaged to consider, and has expressed no opinion as to the effect of any possible changes in the assumptions or subsequent transactions as of the date of this the Proxy Statement from those described to WoodRock in connection with the delivery of this Fairness Opinion.

Special Consideration on Fairness to Continuing Stockholders. WoodRock noted that implementation of the Transaction will require the Company to use a portion of its cash reserves to pay the Cash Out Prices, and also to pay other Transaction costs estimated at $500,000. Based on expected annual cost savings of approximately $1,550,000 resulting from the Transaction, WoodRock believes the Transaction to be an appropriate use, from a financial point of view, of the Company’s cash and a beneficial long-term result for the Company and its stockholders who will retain stock positions after the Transaction.

Conclusion. Based on its experience as an investment bank and subject to the various assumptions and limitations set forth in this Fairness Opinion, WoodRock is of the opinion that, as of the date of this Fairness Opinion, the Cash Out Prices to be paid to holders of common stock and preferred stock in the Transaction are fair, from a financial point of view, both to the stockholders all of whose shares will be repurchased and to the stockholders who will retain stock positions after the Transaction.

Engagement of WoodRock. The Board of Directors selected WoodRock to render its Fairness Opinion based on the experience of WoodRock in mergers, acquisitions, going private and going dark transactions, and in securities valuation generally. WoodRock is a nationally recognized investment banking firm that is continuously engaged in providing financial advisory services and rendering fairness opinions in connection with mergers and acquisitions, leveraged buyouts, and business and securities valuations for a variety of regulatory and planning purposes, recapitalizations, financial restructuring, and private placements of debt and equity securities.

WoodRock has received a fee of $75,000 in connection with delivering this Fairness Opinion. WoodRock has not received any other fees for financial advisory or investment banking services from the Company or its affiliates. While there are no existing plans or

Page 8 of 9

MAXXAM, INC. DRAFT

BASED ON STOCK INFORMATION THRU 8/18/2009
August       , 2009

arrangements in this regard, WoodRock reserves the right to provide other services to the Company in the future, for which it may receive a fee. No portion of the fee paid to WoodRock in connection with delivering this Fairness Opinion is contingent on the completion of the proposed Transaction or the conclusions set forth in its Fairness Opinion. In addition, and regardless of whether the proposed Transaction is completed, WoodRock is entitled to reimbursement from the Company of its reasonable and necessary out-of-pocket expenses incurred in connection with its services, including its reasonable and necessary attorneys’ fees and related expenses, as well as indemnification against certain liabilities and expenses related to or arising in connection with the rendering of its services, including liabilities under the federal securities laws.

Sincerely,

WOODROCK & CO.

John P. Dennis, III
Principal, Managing Director

G. Clyde Buck
Managing Director

Page 9 of 9

EX-99.C.VI

Exhibit (c)(vi)

August 24—, 2009

CONFIDENTIAL

The Board of Directors
MAXXAM Inc.
1330 Post Oak Boulevard, Suite 2000
Houston, Texas 77056-3058

Gentlemen:

You have engaged WoodRock & Co. (“WoodRock” or “WRC”) to serve as financial advisor to the Board of Directors of MAXXAM Inc. (the “Company”) with regard to a proposed transaction (the “Transaction”) implementing a 1-for-250 reverse stock split of the outstanding common stock and the outstanding preferred stock of the Company. Simultaneously, and as part of this reverse stock split, the Company will repurchase resulting fractional shares for cash at per share prices determined by the Company’s Board of Directors for the common stock and for the preferred stock (“Cash Out Prices”). The anticipated result of the Transaction is to reduce the number of outstanding holders of common stock to less than 300, thereby permitting the Company to terminate the listing and SEC registered status of its common stock and reduce its annual reporting and compliance costs. You have engaged WoodRock, as financial advisor, to advise the Company’s Board of Directors as to ranges of financial fairness for the Cash Out Prices and to issue this written opinion (“Fairness Opinion”) as to the fairness to the Company’s shareholders of the financial terms of the Transaction, specifically addressing the fairness of the Cash Out Prices determined by the Board of Directors.

On August 19, 2009, WoodRock presented its financial advice and conclusions to the Company’s Board of Directors as to the proposed Transaction, including its advice as to ranges of financial fairness for the Cash Out Prices, as more fully described below. On August 24—, 2009, the Board of Directors advised WoodRock that it had determined to proceed with the Transaction using a Cash Out Price of $10.77—– per share of common stock and $11.52—– per share of preferred stock. On August 24—, 2009, WoodRock delivered this Fairness Opinion to the Board of Directors. This Fairness Opinion sets forth our opinion that, based upon and subject to the factors and assumptions set forth herein, as of the date of this Fairness Opinion, the Cash Out Prices to be paid in the Transaction are fair, from a financial point of view, to the Company’s common and preferred stockholders (collectively, “stockholders”), including both stockholders whose shares will all be repurchased and stockholders who will retain stock positions in the Company after the Transaction.

This Fairness Opinion of WoodRock addresses only the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction to the Company’s stockholders. WoodRock was not requested to opine as to, and this Fairness Opinion does not address:

• The underlying business decisions of the Board of Directors, the Company or its stockholders, or any other party to proceed with or effect the Transaction;

• The fairness of any portion or aspect of the Transaction not expressly addressed in this Fairness Opinion;

• The fairness of any portion or aspect of the Transaction to holders of any class of securities, creditors or other constituencies of the Company, or any other party, other than as set forth in this Fairness Opinion;

MAXXAM, INC

August 24—, 2009

• The relative merits of the Transaction as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage;

• The tax or legal consequences of the proposed Transaction to either the Company, its stockholders, or any other party;

• Except for the relative treatment of common stock and preferred stock in the Transaction, the fairness of any portion or aspect of the Transaction to any one class or group of the Company’s or any other party’s stockholders vis-à-vis any other class or group of the Company’s or such other party’s stockholders;

• How any stockholder should act or vote, as the case may be, with respect to the Transaction;

• The terms or fairness of any future transactions; or

• The solvency, creditworthiness, or fair value of the Company or any other participant in the Transaction under any applicable laws relating to bankruptcy, insolvency, or similar matters.

Furthermore, no opinion, counsel, or interpretation is intended with respect to matters that require legal, regulatory, accounting, insurance, tax, or other similar professional advice.

In connection with this Fairness Opinion, WoodRock made such reviews, analyses, and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, WoodRock has:

1.	Reviewed a draft of the Proxy Statement describing the Transaction (the “Proxy Statement”);
2.	Reviewed and analyzed certain publicly available financial and other data, including the Company’s Annual Reports on Forms 10-K for the five fiscal years ended December 31, 2008 and the Company’s Quarterly Reports on Form 10-Q for the three months ended June 30, 2009, and certain other relevant historical operating data relating to the Company made available to WoodRock from published sources and from the internal records of the Company;
3.	Reviewed internal forecasts and other information (including with respect to potential gain and loss contingencies) provided by, and conducted discussions with, members of the senior management of the Company with respect to the business prospects, contingencies and financial outlook of the Company;
4.	Reviewed various third-party appraisals of certain of the Company’s assets;
5.	Reviewed current and historical market prices and trading activity of the Company’s common stock;
6.	Compared certain financial information for the Company with similar information for certain other companies, the securities of which are publicly traded;
7.	Reviewed the financial terms, to the extent publicly available, of selected precedent transactions which WoodRock deemed generally comparable to the Transaction; and

Page 2 of 9

MAXXAM, INC.

August 24—, 2009

8. Conducted such other financial studies, analyses, and investigations and considered such other information as WoodRock deemed appropriate.

In rendering this Fairness Opinion, WoodRock has relied upon and assumed, without independent verification, the accuracy and completeness of all data, material, and financial, legal, tax, operating and other information (including, without limitation, the financial statements and related notes thereto of the Company) furnished or otherwise made available to, discussed with or reviewed by WoodRock in connection with this matter, and did not assume responsibility for such information. WoodRock did not assume any responsibility to perform, and did not perform, an independent evaluation, physical inspection, or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company. Additionally, WoodRock did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, or other contingent liabilities, to which the Company is or may be a party or is or may be subject; of contingent gains that the Company might realize; or of any governmental investigation or any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject. WoodRock also assumed that the Transaction will be consummated in a timely manner and in accordance with applicable corporate law and the terms described in the draft Proxy Statement reviewed by WoodRock, without waiver, modification, or amendment of any material term, condition, or agreement and without any regulatory restrictions, conditions, amendments, or modifications; and that all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transaction will be obtained without any material adverse effect on the Company or on the contemplated benefits of the Transaction.

With respect to data and discussions relating to the business prospects and financial outlook of the Company, WoodRock assumed that the financial analyses and forecasts provided to it were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and that the Company will perform substantially in accordance with such financial analyses and forecasts. WoodRock further relied on the assurances of members of senior management of the Company that they are unaware of any facts that would make such business prospects and financial outlooks incomplete or misleading.

This Fairness Opinion is necessarily based on financial, economic, market, and other conditions as in effect on, and the information made available to WoodRock as of, the date of this Fairness Opinion. WoodRock did not undertake, and is under no obligation, to update, revise, reaffirm, or withdraw this Fairness Opinion, or otherwise to comment on or consider events occurring after the date of this Fairness Opinion.

Summary of Financial Analyses Performed by WoodRock. WoodRock performed the valuation analyses discussed below and reflected in this Fairness Opinion without regard to the actual Cash Out Prices, which were subsequently determined by the Board of Directors. Ultimately, the Board of Directors determined the Cash Out Prices, which are within the ranges of fair values determined by WoodRock.

In arriving at its Fairness Opinion, in addition to reviewing the matters listed above, WoodRock used the following approaches to evaluate the fairness, from a financial point of view, of the Cash Out Prices:

Page 3 of 9

MAXXAM, INC.

August 24—, 2009

• A historical trading price approach;

• A selected comparable public companies approach;

• A precedent transactions approach;

• A discounted cash flow approach;

• A current stock price plus allocation of the cost savings of the Transaction approach; and

• A disposition / liquidation analysis approach.

Based on the listed analytical methods (described in greater detail below), WoodRock concluded that a Cash Out Price per share of common stock in the range of $8.65 to $11.44 would be fair from a financial point of view. The outstanding preferred shares carry a $0.75 liquidation preference and a $0.05 per share dividend preference along with conversion and voting rights. WoodRock has been advised by the Company that, historically, exchanges have customarily been made on the basis of 9 shares of preferred stock for 10 shares of common stock (though shares of the outstanding preferred stock are convertible into shares of common stock on a one-for-one basis). These factors and differences between the common and preferred stock were taken into consideration in WoodRock’s analysis, and WoodRock concluded that a Cash Out Price per share of preferred stock in the range of $9.40 to $12.19 would be fair from a financial point of view. Based upon its review, WoodRock is of the opinion that the Cash Out Prices of $10.77—– per common share and $11.52—– per preferred share determined by the Board of Directors represent fair prices from a financial point of view to the Company’s stockholders, including stockholders all of whose shares will be cashed out in the Transaction as well as stockholders who will remain stockholders after the Transaction.

Historical Trading Price Approach. Because the Company’s common stock is publicly traded, WoodRock considered the per share value ascribed to it by the public markets, with consideration given to the low trading volume. Accordingly, WoodRock analyzed the Company’s historical stock prices, trading volume, and level of institutional ownership. On August 18, 2009, the Company’s Common Stock closed at a price of $8.90 per share. Over the past six months, the Company’s stock has traded in ranges that have declined significantly, including a trailing six month 95% probability range of $3.80 to $13.50. In performing its fundamental valuation, WoodRock considered the Company’s publicly traded price per share as one indication of value among several others analyzed and described in the Proxy Statement.

Page 4 of 9

MAXXAM, INC.

August 24—, 2009

Comparable Public Companies Approach. This analysis provides an indication of value expressed as a multiple of operating and financial metrics (such as revenues or earnings before interest, taxes, depreciation and amortization, or EBITDA) of comparable publicly traded companies. Neither WoodRock nor Company management were able to identify any public companies that are engaged in the same range of businesses as the Company. Thus a peer group of benchmark companies was selected for each of the Company’s primary businesses: real estate development and horse racing. WoodRock noted the Company’s financial condition and historical financial results generally show continued operating losses, negative cash flow from operations, and significant liabilities. As a result, WRC focused on the comparable group’s enterprise values relative to revenues. Mean revenue multiples were identified for each segment and then weighted to reflect the Company’s historical and anticipated revenue to establish a range of estimated values for the Company.

The resulting implied values, implied equity values, and implied equity values per share are calculated based on the mean enterprise values/revenues of the comparable group plus and minus 5% to generate a range of implied values as shown in the following table:

	Low			Average			High
LTM Revenue Multiple		3.12	x		3.29	x		3.45	x
Enterprise Value ($ millions)	$	223.83		$	235.61		$	247.39
Implied Stock Price	$	8.98		$	11.23		$	13.49

This approach did not yield highly relevant comparable data because, due to the Company’s significant operating losses, the only multiple comparisons that could be generated were based on revenues, which do not reflect the associated profitability of the comparable companies or recognize the significant losses incurred by the Company.

Page 5 of 9

MAXXAM, INC.

August 24—, 2009

Precedent Transactions Approach. WoodRock reviewed recent comparable transactions effected by means of a reverse stock split and analyzed the premiums paid in these transactions relative to the closing prices of the underlying common stock prior to the announcement of the transactions. The medianmean premiums observed for the one, 30, 60, 90, and 120-day periods were as follows:

Comparable Transaction Premium Analysis
Company	Offer Price Per Share vs. Average Trading Price from:
	Announcement			Last 30 Days			Last 60 Days			Last 90 Days			Last l20 Days			Last 12 Months
Edd Helms Group, Inc.		14.3	%		14.3	%		14.3	%		14.3	%		14.3	%		-1.4	%
Forgent Networks, Inc. (Asure Software)		71.4	%		77.4	%		78.5	%		36.7	%		36.7	%		-26.6	%
Gouverneur Bancorp, Inc.		19.0	%		16.9	%		17.0	%		13.1	%		13.1	%		1.9	%
Grill Concepts, Inc.		100.0	%		79.1	%		63.1	%		19.5	%		0.5	%		-46.1	%
Katy Industries, Inc.		135.3	%		41.1	%		47.1	%		52.4	%		59.9	%		40.5	%
Capital Properties, Inc.		8.2	%		12.9	%		15.2	%		22.8	%		22.8	%		12.7	%
Mean		58.0	%		40.3	%		39.2	%		26.5	%		24.5	%		-3.2	%
Standard Deviation		48	%		28	%		25	%		14	%		19	%		28	%

Over the time period during which the comparable transactions took place, the equity markets fell dramatically with the NASDAQ Composite falling 35.6% from 2,401 to 1,571. Accordingly. WoodRock focused on premiums paid over the average closing price as measured across the longest reported trading range (120 days) in order to reduce the influence of this market volatility on the measure of the premium.Based on trends in the Company’s stock trading range, WoodRock focused on the mean of premiums paid in the precedent reverse split transactions group over the 102 day average price, which was 24.5%.

Specifically, WoodRock reviewed reverse stock split transactions involving the following companies:

Edd Helms Group, Inc.

Forgent Networks, Inc.

Gouverneur Bancorp Inc.
Grill Concepts, Inc.
Katy Industries, Inc.
Capital Properties, Inc.

Discounted Cash Flow Approach. WoodRock considered using a discounted cash flow analysis to estimate a value for the Company in which WRC would calculate the present value of the projected future cash flows of the Company using the Company management’s projections for the fiscal years 2009 through 2013. Management currently projects that the Company will generate negative cash flow from operations for the foreseeable future. As a result, WoodRock determined that the discounted cash flow approach would not be an appropriate methodology to use in determining the fairness of the Cash Out Prices to be paid in the Transaction.

Allocation of Cost Savings Associated with the Transaction. WoodRock also reviewed the present value of the anticipated savings resulting from the Transaction. Based upon management’s expected cost savings and after estimating a potential range in the event that actual cost savings outcomes could vary by $232,500 (15%) per year, WRC established a range of premiums applicable to the current share price if a pro rata allocation of the savings were to be used as the basis for establishing the Cash Out pricePrices. This analysis indicates a range of prices above which there would not be a per-share economic justification for the Transaction.

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MAXXAM, INC.

August 24—, 2009

	Low		Average		High
Estimated Additional Value/Premium Per Share	$	1.26	$	1.90	$	2.54
Common Stock Price As of Close on August 17, 2009	$	8.90	$	8.90	$	8.90
Implied Stock Price	$	10.16	$	10.80	$	11.44

Disposition / Liquidation Analysis Approach. WoodRock derived an implied equity reference range for the Company by performing a disposition and liquidation analysis based on management’s and external third-party estimates of value. The analysis was based on an assessment of the estimated values of balance sheet assets net of liabilities of the Company under both an orderly disposition and more rapid liquidation scenario to establish a range of potential disposition / liquidation values for the Company. The analysis assumed no federal tax impact. Based on this analysis, the implied high and low equity values for the Company were in a range of $26.16 million to $54.37 million. When the implied equity values were divided by the common shares outstanding of 5,227,756 (assuming conversion of all preferred stock into common stock on a one-for-one basis), this analysis resulted in the following implied per share equity range for the Company:

(In millions of U.S.$, except per share data)	Low		Average		High
Estimated Asset Disposition Value	$	123.75	$	138.59	$	153.44
Transaction Costs	$	6.19	$	6.93	$	7.67
Total Claims by Creditors	$	90.90	$	90.90	$	90.90
Total Claims by Preferred Stock Owners	$	0.50	$	0.50	$	0.50
Total Remaining for Shareholder Distribution	$	26.16	$	40.26	$	54.37
Implied Stock Price	$	5.00	$	7.70	$	10.40

Miscellaneous Considerations. No single company or transaction used in the above analyses, as a comparison, is identical to the Company or the Transaction, and an evaluation of the results of the foregoing analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading, or other values of the companies, businesses, or transactions analyzed. The analyses were prepared solely for purposes of WoodRock’s providing an opinion as to the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold (including any future purchases or sales of Company securities), which are inherently subject to uncertainty.

The preparation of any fairness opinion is a complex process that involves the application of subjective business judgments in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Several analytical approaches were used by WoodRock, and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has

Page 7 of 9

MAXXAM, INC.

August 24—, 2009

inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular approaches. The overall conclusions of WoodRock were based on all the analyses and factors described above, taken as a whole, and also based on WoodRock’ experience and judgment. These conclusions may involve significant elements of subjective judgment and qualitative analysis. WoodRock therefore believes that its analyses must be considered as a whole and that selecting portions of the analyses and of the factors considered, without considering all factors and analyses, could create an incomplete or misleading view of the processes underlying this Fairness Opinion.

In connection with its analyses, WoodRock made, and was provided by the Company’s management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the Company’s control. Analyses and estimates based upon forecasts of future results, including various contingencies called to our attention, are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses and estimates are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the Company, neither the Company nor WoodRock nor any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions. In addition, WoodRock has not been engaged to consider, and has expressed no opinion as to the effect of any possible changes in the assumptions or subsequent transactions as of the date of the Proxy Statement from those described to WoodRock in connection with the delivery of this Fairness Opinion.

Special Considerations on Fairness to Continuing Stockholders. WoodRock noted that implementation of the Transaction will require the Company to use a portion of its cash reserves to pay the Cash Out Prices, and also to pay other Transaction costs estimated at $500,000. Based on expected annual cost savings of approximately $1,550,000 resulting from the Transaction, WoodRock believes the Transaction to be an appropriate use, from a financial point of view, of the Company’s cash and a beneficial long-term result for the Company and its stockholders who will retain stock positions after the Transaction. WoodRock notes that the Transaction will most likely result in the Company’s stock trading at an individual post-split price per share that is significantly higher than the current price range as a result of the l-for-250 reverse stock split. In addition, some continuing stockholders will have positions that are less than the traditional 100 share round lot. price in excess of $2,000.00 per share. Because the Company’s shares will trade via electronic markets. WoodRock does not anticipate that trading in this new price range will meaningfully impair liquidity for continuing stockholders: furthermore any potential for liquidity impairment would not outweigh the net benefits of the Transaction to the Company and the continuing stockholders.

Conclusion. Based on its experience as an investment bank and subject to the various assumptions and limitations set forth in this Fairness Opinion, WoodRock is of the opinion that, as of the date of this Fairness Opinion, the Cash Out Prices to be paid to holders of common stock and preferred stock in the Transaction are fair, from a financial point of view, both to the stockholders all of whose shares will be repurchased and to the stockholders who will retain stock positions after the Transaction.

Engagement of WoodRock. The Board of Directors selected WoodRock to render its Fairness Opinion based on the experience of WoodRock in mergers, acquisitions, going private and going dark transactions, and in securities valuation generally. WoodRock is a

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MAXXAM, INC.

August 24—, 2009

nationally recognized investment banking firm that is continuously engaged in providing financial advisory services and rendering fairness opinions in connection with mergers and acquisitions, leveraged buyouts, and business and securities valuations for a variety of regulatory and planning purposes, recapitalizations, financial restructuring, and private placements of debt and equity securities.

WoodRock has received a fee of $75,000 in connection with delivering this Fairness Opinion. WoodRock has not received any other fees for financial advisory or investment banking services from the Company or its affiliates. While there are no existing plans or arrangements in this regard, WoodRock reserves the right to provide other services to the Company in the future, for which it may receive a fee. No portion of the fee paid to WoodRock in connection with delivering this Fairness Opinion is contingent on the completion of the proposed Transaction or the conclusions set forth in its Fairness Opinion. In addition, and regardless of whether the proposed Transaction is completed, WoodRock is entitled to reimbursement from the Company of its reasonable and necessary out-of-pocket expenses incurred in connection with its services, including its reasonable and necessary attorneys’ fees and related expenses, as well as indemnification against certain liabilities and expenses related to or arising in connection with the rendering of its services, including liabilities under the federal securities laws.

Sincerely,

WOODROCK & CO.

John P. Dennis, III
Principal, Managing Director

G. Clyde Buck
Managing Director

Page 9 of 9

EX-99.C.VII

Exhibit (c)(vii)

August 24, 2009

CONFIDENTIAL

The Board of Directors
MAXXAM Inc.
1330 Post Oak Boulevard, Suite 2000
Houston, Texas 77056-3058

Gentlemen:

You have engaged WoodRock & Co. (“WoodRock” or “WRC”) to serve as financial advisor to the Board of Directors of MAXXAM Inc. (the “Company”) with regard to a proposed transaction (the “Transaction”) implementing a 1-for-250 reverse stock split of the outstanding common stock and the outstanding preferred stock of the Company. Simultaneously, and as part of this reverse stock split, the Company will repurchase resulting fractional shares for cash at per share prices determined by the Company’s Board of Directors for the common stock and for the preferred stock (“Cash Out Prices”). The anticipated result of the Transaction is to reduce the number of outstanding holders of common stock to less than 300, thereby permitting the Company to terminate the listing and SEC registered status of its common stock and reduce its annual reporting and compliance costs. You have engaged WoodRock, as financial advisor, to advise the Company’s Board of Directors as to ranges of financial fairness for the Cash Out Prices and to issue this written opinion (“Fairness Opinion”) as to the fairness to the Company’s shareholders of the financial terms of the Transaction, specifically addressing the fairness of the Cash Out Prices determined by the Board of Directors.

On August 19, 2009, WoodRock presented its financial advice and conclusions to the Company’s Board of Directors as to the proposed Transaction, including its advice as to ranges of financial fairness for the Cash Out Prices, as more fully described below. On August 24, 2009, the Board of Directors advised WoodRock that it had determined to proceed with the Transaction using a Cash Out Price of $10.77 per share of common stock and $11.52 per share of preferred stock. On August 24, 2009, WoodRock delivered this Fairness Opinion to the Board of Directors. This Fairness Opinion sets forth our opinion that, based upon and subject to the factors and assumptions set forth herein, as of the date of this Fairness Opinion, the Cash Out Prices to be paid in the Transaction are fair, from a financial point of view, to the Company’s common and preferred stockholders (collectively, “stockholders”), including both stockholders whose shares will all be repurchased and stockholders who will retain stock positions in the Company after the Transaction.

This Fairness Opinion of WoodRock addresses only the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction to the Company’s stockholders. WoodRock was not requested to opine as to, and this Fairness Opinion does not address:

• The underlying business decisions of the Board of Directors, the Company or its stockholders, or any other party to proceed with or effect the Transaction;

• The fairness of any portion or aspect of the Transaction not expressly addressed in this Fairness Opinion;

• The fairness of any portion or aspect of the Transaction to holders of any class of securities, creditors or other constituencies of the Company, or any other party, other than as set forth in this Fairness Opinion;

MAXXAM, INC.

August 24, 2009

• The relative merits of the Transaction as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage;

• The tax or legal consequences of the proposed Transaction to either the Company, its stockholders, or any other party;

• Except for the relative treatment of common stock and preferred stock in the Transaction, the fairness of any portion or aspect of the Transaction to any one class or group of the Company’s or any other party’s stockholders vis-à-vis any other class or group of the Company’s or such other party’s stockholders;

• How any stockholder should act or vote, as the case may be, with respect to the Transaction;

• The terms or fairness of any future transactions; or

• The solvency, creditworthiness, or fair value of the Company or any other participant in the Transaction under any applicable laws relating to bankruptcy, insolvency, or similar matters.

Furthermore, no opinion, counsel, or interpretation is intended with respect to matters that require legal, regulatory, accounting, insurance, tax, or other similar professional advice.

In connection with this Fairness Opinion, WoodRock made such reviews, analyses, and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, WoodRock has:

1.	Reviewed a draft of the Proxy Statement describing the Transaction (the “Proxy Statement”);
2.	Reviewed and analyzed certain publicly available financial and other data, including the Company’s Annual Reports on Forms 10-K for the five fiscal years ended December 31, 2008 and the Company’s Quarterly Reports on Form 10-Q for the three months ended June 30, 2009, and certain other relevant historical operating data relating to the Company made available to WoodRock from published sources and from the internal records of the Company;
3.	Reviewed internal forecasts and other information (including with respect to potential gain and loss contingencies) provided by, and conducted discussions with, members of the senior management of the Company with respect to the business prospects, contingencies and financial outlook of the Company;
4.	Reviewed various third-party appraisals of certain of the Company’s assets;
5.	Reviewed current and historical market prices and trading activity of the Company’s common stock;
6.	Compared certain financial information for the Company with similar information for certain other companies, the securities of which are publicly traded;
7.	Reviewed the financial terms, to the extent publicly available, of selected precedent transactions which WoodRock deemed generally comparable to the Transaction; and

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MAXXAM, INC.

August 24, 2009

8. Conducted such other financial studies, analyses, and investigations and considered such other information as WoodRock deemed appropriate.

In rendering this Fairness Opinion, WoodRock has relied upon and assumed, without independent verification, the accuracy and completeness of all data, material, and financial, legal, tax, operating and other information (including, without limitation, the financial statements and related notes thereto of the Company) furnished or otherwise made available to, discussed with or reviewed by WoodRock in connection with this matter, and did not assume responsibility for such information. WoodRock did not assume any responsibility to perform, and did not perform, an independent evaluation, physical inspection, or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company. Additionally, WoodRock did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, or other contingent liabilities, to which the Company is or may be a party or is or may be subject; of contingent gains that the Company might realize; or of any governmental investigation or any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject. WoodRock also assumed that the Transaction will be consummated in a timely manner and in accordance with applicable corporate law and the terms described in the draft Proxy Statement reviewed by WoodRock, without waiver, modification, or amendment of any material term, condition, or agreement and without any regulatory restrictions, conditions, amendments, or modifications; and that all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transaction will be obtained without any material adverse effect on the Company or on the contemplated benefits of the Transaction.

With respect to data and discussions relating to the business prospects and financial outlook of the Company, WoodRock assumed that the financial analyses and forecasts provided to it were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company, and that the Company will perform substantially in accordance with such financial analyses and forecasts. WoodRock further relied on the assurances of members of senior management of the Company that they are unaware of any facts that would make such business prospects and financial outlooks incomplete or misleading.

This Fairness Opinion is necessarily based on financial, economic, market, and other conditions as in effect on, and the information made available to WoodRock as of, the date of this Fairness Opinion. WoodRock did not undertake, and is under no obligation, to update, revise, reaffirm, or withdraw this Fairness Opinion, or otherwise to comment on or consider events occurring after the date of this Fairness Opinion.

Summary of Financial Analyses Performed by WoodRock. WoodRock performed the valuation analyses discussed below and reflected in this Fairness Opinion without regard to the actual Cash Out Prices, which were subsequently determined by the Board of Directors. Ultimately, the Board of Directors determined the Cash Out Prices, which are within the ranges of fair values determined by WoodRock.

In arriving at its Fairness Opinion, in addition to reviewing the matters listed above, WoodRock used the following approaches to evaluate the fairness, from a financial point of view, of the Cash Out Prices:

Page 3 of 9

MAXXAM, INC.

August 24, 2009

• A historical trading price approach;

• A selected comparable public companies approach;

• A precedent transactions approach;

• A discounted cash flow approach;

• A current stock price plus allocation of the cost savings of the Transaction approach; and

• A disposition / liquidation analysis approach.

Based on the listed analytical methods (described in greater detail below), WoodRock concluded that a Cash Out Price per share of common stock in the range of $8.65 to $11.44 would be fair from a financial point of view. The outstanding preferred shares carry a $0.75 liquidation preference and a $0.05 per share dividend preference along with conversion and voting rights. WoodRock has been advised by the Company that, historically, exchanges have customarily been made on the basis of 9 shares of preferred stock for 10 shares of common stock (though shares of the outstanding preferred stock are convertible into shares of common stock on a one-for-one basis). These factors and differences between the common and preferred stock were taken into consideration in WoodRock’s analysis, and WoodRock concluded that a Cash Out Price per share of preferred stock in the range of $9.40 to $12.19 would be fair from a financial point of view. Based upon its review, WoodRock is of the opinion that the Cash Out Prices of $10.77 per common share and $11.52 per preferred share determined by the Board of Directors represent fair prices from a financial point of view to the Company’s stockholders, including stockholders all of whose shares will be cashed out in the Transaction as well as stockholders who will remain stockholders after the Transaction.

Historical Trading Price Approach. Because the Company’s common stock is publicly traded, WoodRock considered the per share value ascribed to it by the public markets, with consideration given to the low trading volume. Accordingly, WoodRock analyzed the Company’s historical stock prices, trading volume, and level of institutional ownership. On August 18, 2009, the Company’s Common Stock closed at a price of $8.90 per share. Over the past six months, the Company’s stock has traded in ranges that have declined significantly, including a trailing six month 95% probability range of $3.80 to $13.50. In performing its fundamental valuation, WoodRock considered the Company’s publicly traded price per share as one indication of value among several others analyzed and described in the Proxy Statement.

Page 4 of 9

MAXXAM, INC.

August 24, 2009

Comparable Public Companies Approach. This analysis provides an indication of value expressed as a multiple of operating and financial metrics (such as revenues or earnings before interest, taxes, depreciation and amortization, or EBITDA) of comparable publicly traded companies. Neither WoodRock nor Company management were able to identify any public companies that are engaged in the same range of businesses as the Company. Thus a peer group of benchmark companies was selected for each of the Company’s primary businesses: real estate development and horse racing. WoodRock noted the Company’s financial condition and historical financial results generally show continued operating losses, negative cash flow from operations, and significant liabilities. As a result, WRC focused on the comparable group’s enterprise values relative to revenues. Mean revenue multiples were identified for each segment and then weighted to reflect the Company’s historical and anticipated revenue to establish a range of estimated values for the Company.

The resulting implied values, implied equity values, and implied equity values per share are calculated based on the mean enterprise values/revenues of the comparable group plus and minus 5% to generate a range of implied values as shown in the following table:

	Low			Average			High
LTM Revenue Multiple		3.12	x		3.29	x		3.45	x
Enterprise Value ($ millions)	$	223.83		$	235.61		$	247.39
Implied Stock Price	$	8.98		$	11.23		$	13.49

This approach did not yield highly relevant comparable data because, due to the Company’s significant operating losses, the only multiple comparisons that could be generated were based on revenues, which do not reflect the associated profitability of the comparable companies or recognize the significant losses incurred by the Company.

Page 5 of 9

MAXXAM, lNC.

August 24, 2009

Precedent Transactions Approach. WoodRock reviewed recent comparable transactions effected by means of a reverse stock split and analyzed the premiums paid in these transactions relative to the closing prices of the underlying common stock prior to the announcement of the transactions. The mean premiums observed for the one, 30, 60, 90, and 120-day periods were as follows:

Comparable Transaction Premium Analysis
Company	Offer Price Per Share vs. Average Trading Price from:
	Annoucement			Last 30 Days			Last 60 Days			Last 90 Days			Last 120 Days			Last 12 Months
Edd Helms Group, Inc.		14.3	%		14.3	%		14.3	%		14.3	%		14.3	%		-1.4	%
Forgent Networks, Inc. (Asure Software)		71.4	%		77.4	%		78.5	%		36.7	%		36.7	%		-26.6	%
Gouverneur Bancorp, Inc.		19.0	%		16.9	%		17.0	%		13.1	%		13.1	%		1.9	%
Grill Concepts, Inc.		100.0	%		79.1	%		63.1	%		19.5	%		0.5	%		-46.1	%
Katy Industries, Inc.		135.3	%		41.1	%		47.1	%		52.4	%		59.9	%		40.5	%
Capital Properties, Inc.		8.2	%		12.9	%		15.2	%		22.8	%		22.8	%		12.7	%
Mean		58.0	%		40.3	%		39.2	%		26.5	%		24.5	%		-3.2	%
Standard Deviation		48	%		28	%		25	%		14	%		19	%		28	%

Over the time period during which the comparable transactions took place, the equity markets fell dramatically with the NASDAQ Composite falling 35.6% from 2,401 to 1,571. Accordingly, WoodRock focused on premiums paid over the average closing price as measured across the longest reported trading range (120 days) in order to reduce the influence of this market volatility on the measure of the premium.

Specifically, WoodRock reviewed reverse stock split transactions involving the following companies:

Edd Helms Group, Inc.
Forgent Networks, Inc.
Gouverneur Bancorp Inc.
Grill Concepts, Inc.
Katy Industries, Inc.
Capital Properties, Inc.

Discounted Cash Flow Approach. WoodRock considered using a discounted cash flow analysis to estimate a value for the Company in which WRC would calculate the present ^: value of the projected future cash flows of the Company using the Company management’s projections for the fiscal years 2009 through 2013. Management currently projects that the Company will generate negative cash flow from operations for the foreseeable future. As a result, WoodRock determined that the discounted cash flow approach would not be an appropriate methodology to use in determining the fairness of the Cash Out Prices to be paid in the Transaction.

Allocation of Cost Savings Associated with the Transaction. WoodRock also reviewed the present value of the anticipated savings resulting from the Transaction. Based upon management’s expected cost savings and after estimating a potential range in the event that actual cost savings outcomes could vary by $232,500 (15%) per year, WRC established a range of premiums applicable to the current share price if a pro rata allocation of the savings were to be used as the basis for establishing the Cash Out Prices. This analysis indicates a range of prices above which there would not be a per-share economic justification for the Transaction.

Page 6 of 9

MAXXAM, INC.

August 24, 2009

	Low		Average		High
Estimated Additional Value/Premium Per Share	$	1.26	$	1.90	$	2.54
Common Stock Price As of Close on August 17, 2009	$	8.90	$	8.90	$	8.90
Implied Stock Price	$	10.16	$	10.80	$	11.44

Disposition / Liquidation Analysis Approach. WoodRock derived an implied equity reference range for the Company by performing a disposition and liquidation analysis based on management’s and external third-party estimates of value. The analysis was based on an assessment of the estimated values of balance sheet assets net of liabilities of the Company under both an orderly disposition and more rapid liquidation scenario to establish a range of potential disposition / liquidation values for the Company. The analysis assumed no federal tax impact. Based on this analysis, the implied high and low equity values for the Company were in a range of $26.16 million to $54.37 million. When the implied equity values were divided by the common shares outstanding of 5,227,756 (assuming conversion of all preferred stock into common stock on a one-for-one basis), this analysis resulted in the following implied per share equity range for the Company:

(In millions of U.S.$, except per share data)	Low		Average		High
Estimated Asset Disposition Value	$	123.75	$	138.59	$	153.44
Transaction Costs	$	6.19	$	6.93	$	7.67
Total Claims by Creditors	$	90.90	$	90.90	$	90.90
Total Claims by Preferred Stock Owners	$	0.50	$	0.50	$	0.50
Total Remaining for Shareholder Distribution	$	26.16	$	40.26	$	54.37
Implied Stock Price	$	5.00	$	7.70	$	10.40

Miscellaneous Considerations. No single company or transaction used in the above analyses, as a comparison, is identical to the Company or the Transaction, and an evaluation of the results of the foregoing analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading, or other values of the companies, businesses, or transactions analyzed. The analyses were prepared solely for purposes of WoodRock’s providing an opinion as to the fairness, from a financial point of view, of the Cash Out Prices to be paid in the Transaction and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold (including any future purchases or sales of Company securities), which are inherently subject to uncertainty.

The preparation of any fairness opinion is a complex process that involves the application of subjective business judgments in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Several analytical approaches were used by WoodRock, and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has

Page 7 of 9

MAXXAM, INC.

August 24 , 2009

inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular approaches. The overall conclusions of WoodRock were based on all the analyses and factors described above, taken as a whole, and also based on WoodRock’ experience and judgment. These conclusions may involve significant elements of subjective judgment and qualitative analysis. WoodRock therefore believes that its analyses must be considered as a whole and that selecting portions of the analyses and of the factors considered, without considering all factors and analyses, could create an incomplete or misleading view of the processes underlying this Fairness Opinion.

In connection with its analyses, WoodRock made, and was provided by the Company’s management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the Company’s control. Analyses and estimates based upon forecasts of future results, including various contingencies called to our attention, are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses and estimates are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the Company, neither the Company nor WoodRock nor any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions. In addition, WoodRock has not been engaged to consider, and has expressed no opinion as to the effect of any possible changes in the assumptions or subsequent transactions as of the date of the Proxy Statement from those described to WoodRock in connection with the delivery of this Fairness Opinion.

Special Considerations on Fairness to Continuing Stockholders. WoodRock noted that implementation of the Transaction will require the Company to use a portion of its cash reserves to pay the Cash Out Prices, and also to pay other Transaction costs estimated at $500,000. Based on expected annual cost savings of approximately $1,550,000 resulting from the Transaction, WoodRock believes the Transaction to be an appropriate use, from a financial point of view, of the Company’s cash and a beneficial long-term result for the Company and its stockholders who will retain stock positions after the Transaction. WoodRock notes that the Transaction will most likely result in the Company’s stock trading at an individual post-split price per share that is significantly higher than the current price range as a result of the l-for-250 reverse stock split. In addition, some continuing stockholders will have positions that are less than the traditional 100 share round lot. Because the Company’s shares will trade via electronic markets. WoodRock does not anticipate that trading in this new price range will meaningfully impair liquidity for continuing stockholders; furthermore any potential for liquidity impairment would not outweigh the net benefits of the Transaction to the Company and the continuing stockholders.

Conclusion. Based on its experience as an investment bank and subject to the various assumptions and limitations set forth in this Fairness Opinion, WoodRock is of the opinion that, as of the date of this Fairness Opinion, the Cash Out Prices to be paid to holders of common stock and preferred stock in the Transaction are fair, from a financial point of view, both to the stockholders all of whose shares will be repurchased and to the stockholders who will retain stock positions after the Transaction.

Engagement of WoodRock. The Board of Directors selected WoodRock to render its Fairness Opinion based on the experience of WoodRock in mergers, acquisitions, going private and going dark transactions, and in securities valuation generally. WoodRock is a nationally recognized investment banking firm that is continuously engaged in providing

Page 8 of 9

MAXXAM, INC.

August 24 , 2009

financial advisory services and rendering fairness opinions in connection with mergers and acquisitions, leveraged buyouts, and business and securities valuations for a variety of regulatory and planning purposes, recapitalizations, financial restructuring, and private placements of debt and equity securities.

WoodRock has received a fee of $75,000 in connection with delivering this Fairness Opinion. WoodRock has not received any other fees for financial advisory or investment banking services from the Company or its affiliates. While there are no existing plans or arrangements in this regard, WoodRock reserves the right to provide other services to the Company in the future, for which it may receive a fee. No portion of the fee paid to WoodRock in connection with delivering this Fairness Opinion is contingent on the completion of the proposed Transaction or the conclusions set forth in its Fairness Opinion. In addition, and regardless of whether the proposed Transaction is completed, WoodRock is entitled to reimbursement from the Company of its reasonable and necessary out-of-pocket expenses incurred in connection with its services, including its reasonable and necessary attorneys’ fees and related expenses, as well as indemnification against certain liabilities and expenses related to or arising in connection with the rendering of its services, including liabilities under the federal securities laws.

Sincerely,

WOODROCK & CO.
 

John P. Dennis, III
Principal, Managing Director
 

G. Clyde Buck
Managing Director
 

Page 9 of 9

EX-99.C.IX

Exhibit (c)(ix)

	1330 Post Oak Boulevard, Suite 2000
	Houston, Texas 77056-3058
	713-975-7600

September 24, 2009

WoodRock & Co.
Attention: John P. Dennis, III
4265 San Felipe, Suite 600
Houston, Texas 77027

Gentlemen:

     We refer to the Presentation dated August 19, 2009, and the Fairness Opinion dated August 24, 2009, of WoodRock & Co. (“WoodRock”) delivered to the Board of Directors of MAXXAM Inc. (“MAXXAM”). Please execute and return a counterpart of this letter to confirm our agreement that:

• the use of the term “solely” in the first sentence on page 3 of the Presentation was an error, made inadvertently, and that page 3 of the Presentation is hereby revised to delete the word “solely”; and

• the stockholders of MAXXAM Inc. are entitled to rely upon the Presentation, as well as the Fairness Opinion, of WoodRock in the same manner and to the same extent as members of the Board of Directors of MAXXAM Inc.

     Thank you for your prompt reply.

Yours very truly, MAXXAM Inc.
By:	/s/ M. Emily Madison
	M. Emily Madison, Vice President Finance

Confirmed and Agreed

WoodRock & Co.
By:	/s/ John P. Dennis, III
	John P. Dennis, III
	Principal, Managing Director

Date: 24 September 2009        

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