MAXXAM GROUP INC /DE/
15-15D, 1998-07-31
SAWMILLS & PLANTING MILLS, GENERAL
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


                                  FORM 15

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

                       Commission File Number 1-8857

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

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

                   11-1/4% SENIOR SECURED NOTES DUE 2003
               12-1/4% SENIOR SECURED DISCOUNT NOTES DUE 2003
          (Title of each class of securities covered by this Form)

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

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

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

   Approximate number of holders as of the certification or notice date:
                 11-1/4% Senior Secured Notes Due 2003: 52
             12-1/4% Senior Secured Discount Notes Due 2003: 18

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

Date:  July 30, 1998                    By:    /s/ BERNARD L. BIRKEL       
                                                 Bernard L. Birkel
                                                     Secretary


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



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