Exhibit 4(c)

                        CERTIFICATE OF DESIGNATIONS
                                     OF
           CLASS A $.05 NON-CUMULATIVE PARTICIPATING CONVERTIBLE
                              PREFERRED STOCK
                                     OF
                                MAXXAM INC.

                       Pursuant to Section 151 of the
                       General Corporation Law of the
                             State of Delaware

     MAXXAM Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, in accordance
with the provisions of Section 103 thereof, hereby certifies that the
following resolution was duly adopted by the Board of Directors of the
Corporation as of July 5, 1994, pursuant to the authority conferred upon
the Board of Directors by the Restated Certificate of Incorporation of the
Corporation:

          RESOLVED, that, pursuant to the authority vested in the
     Board of Directors of the Corporation in accordance with the
     provision of its Restated Certificate of Incorporation, the Board
     of Directors hereby increases the number of authorized shares of
     Class A $.05 Non-Cumulative Participating Convertible Preferred
     Stock ("Class A Preferred stock") by 308,239 shares, for a total
     of 1,678,239 authorized shares of Class A Preferred Stock.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed in its name and on its behalf on this 6th day of
July, 1994, by an officer of the Corporation who acknowledges that this
Certificate of Designations is the act of the Corporation and that to the
best of his knowledge, information and belief and under penalties for
perjury, all matters and facts contained in this Certificate of
Designations with respect to authorization and approval thereof are true in
all material respects.

                                        MAXXAM INC.


                                        By:        BYRON L. WADE           
                                                   Byron L. Wade
                                           Vice President, Secretary and
                                               Deputy General Counsel


ATTEST:


          NAWASA LAFFERTY          
          Nawasa Lafferty
        Assistant Secretary