8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):         March 10, 2005        

MAXXAM INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	1-3924 (Commission File Number)	95-2078752 (I.R.S. Employer Identification No.)
1330 Post Oak Boulevard Suite 2000 Houston, Texas (Address of principal executive offices)		77056 (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

     As previously disclosed, effective February 22, 2005, The Pacific Lumber Company (“Palco”) and its subsidiary, Britt Lumber Co., Inc., as borrowers, entered into an Amendment No. 3 to the Credit Agreement and Limited Waiver (“Amendment No. 3”) with Bank of America. Amendment No. 3, among other things, contained a limited waiver, expiring on March 11, 2005, of a default by the borrowers under the Credit Agreement. Effective March 10, 2005, the borrowers and Bank of America entered into a letter agreement extending the limited waiver from March 11, 2005 through March 18, 2005. This description of the extension of the waiver is qualified in its entirety by the actual provisions of the March 10, 2005 letter agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference into this “Item 1.01. Entry into a Material Definitive Agreement.”

     Palco is an indirect wholly owned subsidiary of MAXXAM Inc.

Item 9.01.  Financial Statements and Exhibits.

c) Exhibits

Exhibit Number	Description
10.1	Letter agreement dated and effective March 10, 2005, among The Pacific Lumber Company, Britt Lumber Co., Inc. and Bank of America, N.A.

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: March 10, 2005	MAXXAM INC.
	By:	/s/ Bernard L. Birkel
		Name:	Bernard L. Birkel
		Title:	Secretary

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INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Letter agreement dated and effective March 10, 2005, among The Pacific Lumber Company, Britt Lumber Co., Inc. and Bank of America, N.A.

EX-10.1

EXHIBIT 10.1

THE PACIFIC LUMBER COMPANY
P.O. Box 37 T: (707) 764-2222	Scotia, CA 95565 www.Palco.com

LETTER WAIVER

March 10, 2005

Mr. Rob Dalton, Vice President
Bank of America Business Capital
55 South Lake Avenue, Suite 900
Pasadena, CA 91101

RE:  Letter Waiver to each Lender under the Credit Agreement referred to below

Gentlemen:

     We refer to the Credit Agreement dated as of January 23, 2004, as amended from time to time (the “Credit Agreement”), among the undersigned and you. Unless otherwise defined herein, the terms defined in the Credit Agreement shall be used herein as therein defined.

     We refer to the Third Amendment dated as of February 22, 2005 which, in part, provided for a limited waiver with respect to compliance by us with the provisions of Section 7.27 of the Credit Agreement for the fiscal quarter ending December 31, 2004 solely as it relates to Section 8.3(a)(ii) of the Credit Agreement. This limited waiver was granted through March 11, 2005.

     We hereby request that you extend the limited waiver granted to us under the Third Amendment for a further period, to end on March 18, 2005.

     If you agree to the above waiver extension, please evidence such agreement by executing and returning at least two counterparts of this waiver to Shearman & Sterling LLP, 525 Market Street, Suite 1500, San Francisco, 94105, Attention: Eldyne Perrou. This waiver extension shall become effective as of the date first above written when counterparts of this waiver extension shall have been executed by all parties hereto. This waiver extension is subject to the provisions of Section 11.1 of the Credit Agreement.

     No waiver granted under the terms of this letter shall constitute a waiver of any rights which you have under the Credit Agreement or otherwise arising from any other Event of Default, and the undersigned recognize that you hereby reserve any and all of your rights to take any action or exercise any remedy available to you at any time, and from time to time arising from any other Event of Default, including without limitation, any remedy referred to in Section 9.2 of the Credit Agreement.

Bank of America
March 10, 2005
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     This waiver may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same waiver.

Very truly yours,
THE PACIFIC LUMBER COMPANY
By	/s/ Gary L. Clark
Title:	Vice President Finance and Administration and Chief Financial Officer
BRITT LUMBER CO., INC.
By	/s/ Gary L. Clark
Title:	Vice President Finance and Administration and Chief Financial Officer
Agreed as of the date first above written:
BANK OF AMERICA, N.A., as Agent and Lender
By	/s/ Robert M. Dalton
	Robert M. Dalton Vice President Bank of America Business Capital