Exhibit 5

                          [MAXXAM Inc. Letterhead]


                               July 7, 1994 



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") filed by MAXXAM Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission relating to the
issuance, if any, of 2,000,000 shares of the Company's Common Stock, par
value $.50 per share (the "Common Stock"), and 1,000,000 shares of Class A
$.05 Non-Cumulative Participating Convertible Preferred Stock (the
"Preferred Stock"), pursuant to the MAXXAM 1994 Omnibus Employee Incentive
Plan, and  35,000 shares of Common  Stock pursuant to the  MAXXAM 1994 Non-
Employee Director Plan.

In connection therewith, I have reviewed copies of the Restated Certificate
of Incorporation, Certificates of Designation and By-Laws of the Company,
the Registration Statement and such documents and records of the Company as
I have deemed necessary to enable me to express an opinion on the matters
covered hereby, and I have also examined and relied upon representations,
statements or certificates of public officials and officers and
representatives of the Company.  Based on the foregoing, I am of the
opinion that the shares of Common Stock and Preferred Stock of the Company
to be issued pursuant to the MAXXAM 1994 Omnibus Employee Incentive Plan
and the MAXXAM 1994 Non-Employee Director Plan will be, when issued in
compliance with such plans, legally issued, fully paid and non-assessable.

I hereby consent to the use of this opinion  as an Exhibit to the Registra-
tion Statement.  In giving this consent, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

I am delivering this opinion to the Company and no person other than the
Company may rely upon it.


                                   Very truly yours,

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