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                                                                 EXHIBIT 3.1
                          

                         CERTIFICATE OF INCORPORATION
                                      
                                      OF
                                      
                          MAXXAM GROUP HOLDINGS INC.



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        FIRST. The name of this corporation shall be:

                          MAXXAM GROUP HOLDINGS INC.

        SECOND. Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle and its
registered agent at such address is CORPORATION SERVICE COMPANY.

        THIRD. The purpose or purposes of the corporation shall be:

        To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

        FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:

        Three Thousand (3,000) Shares With A Par Value Of One Dollar ($1.00)
        Per Share amounting to Three Thousand Dollars ($3000).

        FIFTH. The name and address of the incorporator is as follows:

                Robert Matera
                Corporation Service Company
                1013 Centre Road
                Wilmington, DE 19805

        SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.



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        SEVENTH. No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director
derived an improper personal benefit. No amendment to or repeal of this Article
Seventh shall apply to or have any effect on the liability or alleged liability
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment.

        IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this fourth day of November, A.D., 1996.


                                                /s/ ROBERT MATERA
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                                                    Robert Matera
                                                    Incorporator