SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HURWITZ CHARLES E

(Last)

(First)

(Middle)

1330 POST OAK BOULEVARD, SUITE 2000

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAXXAM INC [ MXM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2005		J ^{( 1 )}		12,600	A	$0	12,600 ^{( 2 )}	D
Common Stock	12/12/2005		J ^{( 3 )}	V	10,127 ^{( 3 )}	D	^{( 3 )}	279,535	D ^{( 4 )}
Common Stock	12/12/2005		J ^{( 3 )}	V	10,127 ^{( 3 )}	D	^{( 3 )}	10,127	D ^{( 5 )}
Common Stock								36,149	I	See footnote. ^{( 6 )}
Common Stock								36,150	I	See footnote. ^{( 7 )}
Common Stock								2,451,714	I	See footnote. ^{( 8 )}
Common Stock								2,008.8	I	See footnote. ^{( 9 )}
Common Stock								2,008.8	I	See footnote. ^{( 10 )}

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pro rata distribution from Giddeon Portfolio, LLC ("Giddeon Portfolio"), of which reporting person is a non-managing member. Giddeon Portfolio is a limited liability company jointly owned by Mr. Hurwitz and Gilda Investments, LLC ("Gilda"), a wholly owned subsidiary of Giddeon Holdings, Inc. ("Giddeon Holdings"). Giddeon Holdings is wholly owned by Mr. Hurwitz, members of his immediate family and trust for the benefit thereof.

2. In prior reports, the reporting person reported beneficial ownership of 60,000 shares of the Issuer's Common Stock held by Giddeon Portfolio. These shares were received as a liquidating distribution from Giddeon Portfilio, as follows (a) Mr. Hurwitz received 12,600 in respect of his ownership interest and (b) Gilda received 47,400 shares in respect of its ownership interest.

3. On December 12, 2005 , each of the Barbara R. Hurwitz 2004 Retained Annuity Trust II ("BRH GRAT") and Charles E. Hurwitz 2004 Retained Annuity Trust II ("CEH GRAT") transferred 10,127 shares through such Trusts to each of Mr. Hurwitz and his spouse. Prior to such transaction, 46,277 shares were held by the BRH GRAT and 46,276 shares were held by the CEH GRAT.

4. See footnote (3). These shares represent the number of shares of Common Stock directly held by Mr. Hurwitz after giving effect to the transaction described in that footnote.

5. See footnote (3). These shares represent the number of shares of Common Stock directly held by Mr. Hurwitz's spouse after giving effect to the transaction described in that footnote. Mr. Hurwitz disclaims beneficial ownership of these shares.

6. See footnote (3). These shares represent the number of shares held by the CEH GRAT after giving effect to the transaction described in that footnote.

7. See footnote (3). These shares represent the number of shares held by the BRH GRAT after giving effect to the transaction described in that footnote. Mr. Hurwitz disclaims beneficial ownership of such shares.

8. See footnote (2). These shares represent the number of shares held by Gilda after giving effect to the transaction described in that footnote.

9. 46,500 shares of Common Stock are owned by the Huwitz Investment Partnership L.P. ("HIP"). Mr. Hurwitz and his spouse each hold a 4.32% interest as general partners in the HIP. These shares represent the shares of Common Stock indirectly held by Mr. Hurwitz through such entity.

10. See footnote (9). These shares represent the shares of Common Stock held by Mr. Hurwitz's spouse through the HIP. Mr. Hurwitz disclaims beneficial ownership of such shares.

Remarks:

	Charles E. Hurwitz	12/15/2005
	** Signature of Reporting Person	Date
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