<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ---------------

                       STATEMENT OF ELIGIBILITY UNDER THE
                       TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

               Check if an Application to Determine Eligibility
                 of a Trustee Pursuant to Section 305(b)(2) [ ]

                      STATE STREET BANK AND TRUST COMPANY
              (Exact name of trustee as specified in its charter)

                Massachusetts                           04-1867445
     (Jurisdiction of incorporation or                (I.R.S. Employer
 organization if not a U.S. national bank)           Identification No.)

    225 Franklin Street, Boston, Massachusetts             02110
     (Address of principal executive offices)            (Zip Code)

      John R. Towers, Esq. Senior Vice President and Corporate Secretary
               225 Franklin Street, Boston, Massachusetts 02110
                                (617) 654-3253
           (Name, address and telephone number of agent for service)

                                --------------

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

               DELAWARE                                   95-2078752
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

      5847 San Felipe, Suite 2600                                 
             Houston, Texas                               77057   
(Address of principal executive offices)               (Zip Code) 

                                ---------------

                                DEBT SECURITIES
                        (Title of indenture securities)

<PAGE>
 
                                    GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a) Name and address of each examining or supervisory authority to
             which it is subject.

               Department of Banking and Insurance of The Commonwealth of
               Massachusetts, 100 Cambridge Street, Boston, Massachusetts

               Board of Governors of the Federal Reserve System, Washington, 
               D.C., Federal Deposit Insurance Corporation, Washington, D.C.

Item 2.  Affiliations with Obligor.

         If the Obligor is an affiliate of the trustee, describe each such 
         affiliation.

               The obligor is not an affiliate of the trustee or its parent, 
               State Street Boston Corporation.

               (See note on page 2.)

Item 3. through Item 15. Not applicable.

Item 16. List of Exhibits.

         List below all exhibits filed as part of this statement of eligibility.

         1. A copy of the articles of association of the trustee as now in 
         effect.

               A copy of the Articles of Association of the trustee, as now in
               effect, is on file with the Securities and Exchange Commission as
               Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and
               Qualification of Trustee (Form T-1) filed with the Registration
               Statement of Morse Shoe, Inc. (File No. 22-17940) and is
               incorporated herein by reference thereto.
               
         2. A copy of the certificate of authority of the trustee to commence
         business, if not contained in the articles of association.

               A copy of a Statement from the Commissioner of Banks of
               Massachusetts that no certificate of authority for the trustee to
               commence business was necessary or issued is on file with the
               Securities and Exchange Commission as Exhibit 2 to Amendment No.
               1 to the Statement of Eligibility and Qualification of Trustee
               (Form T-1) filed with the Registration Statement of Morse Shoe,
               Inc. (File No. 22-17940) and is incorporated herein by reference
               thereto.

         3. A copy of the authorization of the trustee to exercise corporate
         trust powers, if such authorization is not contained in the documents
         specified in paragraph (1) or (2), above.

               A copy of the authorization of the trustee to exercise corporate
               trust powers is on file with the Securities and Exchange
               Commission as Exhibit 3 to Amendment No. 1 to the Statement of
               Eligibility and Qualification of Trustee (Form T-1) filed with
               the Registration Statement of Morse Shoe, Inc. (File No. 22-
               17940) and is incorporated herein by reference thereto.

         4. A copy of the existing by-laws of the trustee, or instruments 
         corresponding thereto.

               A copy of the by-laws of the trustee, as now in effect, is on
               file with the Securities and Exchange Commission as Exhibit 4 to
               the Statement of Eligibility and Qualification of Trustee 
               (Form T-1) filed with the Registration Statement of Eastern
               Edison Company (File No. 33-37823) and is incorporated herein by
               reference thereto.

                                       1

<PAGE>
 
          5. A copy of each indenture referred to in Item 4, if the obligor is 
          in default.

               Not applicable.

          6. The consents of United States institutional trustees required by
          Section 321(b) of the Act.

               The consent of the trustee required by Section 321(b) of the Act 
               is annexed hereto as Exhibit 6 and made a part hereof.

          7. A copy of the latest report of condition of the trustee published
          pursuant to law or the requirements of its supervising or examining 
          authority.

               A copy of the latest report of condition of the trustee published
               pursuant to law or the requirements of its supervising or 
               examining authority is annexed hereto as Exhibit 7 and made a 
               part hereof.

                                     NOTES

     In answering any item of this Statement of Eligibility and Qualification 
which relates to matters peculiarly within the knowledge of the obligor or any 
underwriter for the obligor, the trustee has relied upon information furnished 
to it by the obligor and the underwriters, and the trustee disclaims 
responsibility for the accuracy or completeness of such information.

     The answer furnished to Item 2. of this statement will be amended, if 
necessary, to reflect any facts which differ from those stated and which would 
have been required to be stated if known at the date hereof.

                                   SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as 
amended, the trustee, State Street Bank and Trust Company, a corporation 
organized and existing under the laws of The Commonwealth of Massachusetts, has 
duly caused this statement of eligibility and qualification to be signed on its 
behalf by the undersigned, thereunto duly authorized, all in the City of Boston 
and The Commonwealth of Massachusetts, on the 14th day of March, 1996.

                                       STATE STREET BANK AND TRUST COMPANY




                                       By: /s/ Henry W. Seemore
                                          --------------------------------
                                          Henry W. Seemore
                                          Assistant Vice President


                                       2
<PAGE>
 
                                   EXHIBIT 5

                            CONSENT OF THE TRUSTEE

     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act 
of 1939, as amended, in connection with the proposed issuance by (ISSUER NAME)
of its (TYPE OF SECURITIES ISSUED), we hereby consent that reports of 
examination by Federal, State, Territorial or District authorities may be 
furnished by such authorities to the Securities and Exchange Commission upon 
request therefor.

                                       STATE STREET BANK AND TRUST COMPANY



                                       By: /s/ Henry W. Seemore
                                          --------------------------------
                                          Henry W. Seemore
                                          Assistant Vice President

Dated: March 14, 1996








                                       3
<PAGE>
 
                                   EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company of 
Boston, Massachusetts and foreign and domestic subsidiaries, a state banking 
institution organized and operating under the banking laws of this commonwealth 
and a member of the Federal Reserve System, at the close of business December 
31, 1995, published in accordance with a call made by the Federal Reserve Bank 
of this District pursuant to the provisions of the Federal Reserve Act and in 
accordance with a call made by the Commissioner of Banks under General Laws, 
Chapter 172, Section 22(a).

                                                            Thousands of Dollars
ASSETS

Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency and coin.......      1,331,827
  Interest-bearing balances................................      5,971,326
Securities.................................................      6,325,054
Federal funds sold and securities purchased under 
 agreements to resell in domestic offices of the bank
 and its Edge subsidiary...................................      5,436,994
Loans and lease financing receivables:
  Loans and leases, net of unearned income..      4,308,339
  Allowance for loan and lease losses.......         63,491
  Loans and leases, net of unearned income and allowances..      4,244,848
Assets held in trading accounts............................      1,042,846
Premises and fixed assets..................................        374,362
Other real estate owned....................................          3,223
Investments in unconsolidated subsidiaries.................         31,624
Customers' liability to this bank on acceptances 
 outstanding...............................................         57,472
Intangible assets..........................................         68,384
Other assets...............................................        670,058
                                                               -----------
Total assets...............................................     25,558,018
                                                               ===========
LIABILITIES

Deposits:
  In domestic offices......................................      6,880,231
    Noninterest-bearing.....................      4,728,115
    Interest-bearing........................      2,152,116
  In foreign offices and Edge subsidiary...................      9,607,427
    Noninterest-bearing.....................         28,265
    Interest-bearing........................      9,579,162
Federal funds purchased and securities sold under agreements
 to repurchase in domestic offices of the bank and of its
 Edge subsidiary...........................................      5,913,969
Demand notes issued to the U.S. Treasury and Trading 
 Liabilities...............................................        530,406
Other borrowed money.......................................        493,191
Bank's liability on acceptances executed and outstanding...         57,387
Other liabilities..........................................        620,287
                                                               -----------
Total Liabilities..........................................     24,102,898
                                                               -----------

EQUITY CAPITAL
Common stock...............................................         29,176
Surplus....................................................        228,448
Undivided profits..........................................      1,197,496
                                                               -----------
Total equity capital.......................................      1,455,120
                                                               -----------
Total liabilities and equity capital.......................     25,558,018
                                                               ===========

                                       4

<PAGE>
 
I, Rex S. Schuette, Senior Vice President and Comptroller of the above named 
bank do hereby declare that this Report of Condition has been prepared in 
conformance with the instructions issued by the Board of Governors of the 
Federal Reserve System and is true to the best of my knowledge and belief.

                                       Rex S. Schuette


We, the undersigned directors, attest to the correctness of this Report of 
Condition and declare that it has been examined by us and to the best of our 
knowledge and belief has been prepared in conformance with the instructions 
issued by the Board of Governors of the Federal Reserve System and is true and 
correct.

                                       David A. Spina
                                       Marshall N. Carter
                                       Charles F. Kaye










                                       5