UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                             FORM 10-Q/A NO. 1

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

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

                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                      Commission File Number 1-3924


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



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


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


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


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

 Number of shares of common stock outstanding at July 31, 1998:  7,000,597

Registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.

<PAGE>

                        PART II.  OTHER INFORMATION

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

A.        EXHIBITS:


         **4.1      Indenture between Scotia LLC and State Street Bank and
                    Trust Company ("State Street"), as Trustee, regarding
                    the Timber Notes

          *4.2      Deed of Trust, Security Agreement, Financing Statement,
                    Fixture Filing and Assignment of Proceeds among Scotia
                    LLC, Fidelity National Title Insurance Company, as
                    Trustee, and State Street, as Collateral Agent

          *4.3      Credit Agreement among Scotia LLC, Bank of America
                    National Trust and Savings Association and other
                    financial institutions party thereto

          *11       Computation of Net Income Per Common and Common
                    Equivalent Share

          *27.1     Financial Data Schedule for the quarter ended June 30,
                    1998

          *27.2     Restated Financial Data Schedule for the periods ended
                    March 31, June 30, September 30, and December 31, 1997

          *27.3     Restated Financial Data Schedule for the periods ended
                    March 31, June 30, September 30, and December 31, 1996

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*     Previously filed as an exhibit to the Company's Quarterly Report on
      Form 10-Q dated July 31, 1998; File No. 1-3924

**    Included with this filing


B.        REPORTS ON FORM 8-K:

          On June 23, 1998, the Company filed a Current Report on Form 8-K
(under Item 5) concerning a private placement by Scotia LLC of the Timber
Notes (which Form 8-K was subsequently amended by a Form 8-K/A dated July 
30, 1998).



                                 SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized, who has signed this report on
behalf of the Registrant and as the principal accounting officer of the
Registrant.


                                  MAXXAM INC.




Date:  September 14, 1998       By:   /S/ BERNARD L. BIRKEL      
                                         Bernard L. Birkel
                                             Secretary


Date:  September 14, 1998       By:  /S/ ELIZABETH D. BRUMLEY     
                                       Elizabeth D. Brumley
                                       Assistant Controller
                                  (Principal Accounting Officer)