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                                            SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON                             Washington, D.C.   20549


                                   FORM                                    Form 8-K

              CURRENT
               Current REPORTReport PURSUANTPursuant TOto SECTIONSection 13 ORor 15(Dd) OFof
                     THE                      The SECURITIESSecurities EXCHANGEExchange ACTAct OFof 1934




          Date of Report (date of earliest event reported):  December 29November 15, 20002001




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



                                  DELAWARE                                    Delaware
                                (State or other jurisdiction of incorporation)




                                                                     333-18723
                                                      (Commission File Number)



                                                                    76-0518669
                                       (I.R.S. Employer Identification Number)




                                                   5847 SANSan FELIPEFelipe, SUITESuite 2600
                               HOUSTON                                 Houston, TEXASTexas
                                      (Address of Principal Executive Offices)
                                     77057
                                   (Zip Code)
     

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



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ITEMItem 5.  Other OTHER EVENTSEvents.

     On      Any Decembercapitalized 29,terms 2000,used theherein Statehave of California acquired from the
Registrant's indirectsame whollymeaning ownedassigned subsidiary,to Scotia Pacific Company LLCthem
("Scotiain Pacific"), approximately 1,200 acres of timberlands known as the Owl
Creek grove. The StateCompany's acquisitionForm of10-K the Owl Creek grove was provided for as
part of the Headwatersfiscal Agreementyear consummatedended onDecember March 131, 19992000. Scotia Pacific
received
      In $67connection millionwith in cash from the sale.consummation Scotiaof Pacific expects that on the
January paymentHeadwaters date for Scotia Pacific's Timber Collateralized NotesAgreement,
approximately that same amount will be released from the lien state
of theCalifornia indenture
securingagreed the Timber Notes. While these monies will be available for distribution
to Scotiapurchase Pacific'sa parent,portion Theof Pacific Lumber's Company,Grizzly theCreek
grove. BoardThe ofsale Managers of
Scotia Pacificthe hasGrizzly notCreek yetacreage madewas acompleted determinationon regardingNovember the15, disposition of
these monies2001.

     As part of the transaction, Pacific Lumber alsowill donatedreceive approximatelyan 625
acresaggregate of property,$19.8 knownmillion as thea "Southresult Spit,"of to be added to the Humboldt Baysuch
Wildlife Refugesale.

                                   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 hereunto duly authorized.





Date:  JanuaryNovember 216, 2001                       
                                           MAXXAM GROUP HOLDINGS INC.
                                                                                                     (Registrant)


                                                                                 By:      /s/ Bernard L. Birkel
                                                                                       ------------------------------
                                                                                                 Bernard L. Birkel
                                                                                                        Secretary
Filing Compare · MAXXAM GROUP HOLDINGS INC
