<PAGE>

                            RESTATED
                   ARTICLES OF INCORPORATION
                               OF
                             AMERCO

      The  undersigned  President and  Secretary  of  AMERCO,  in
accordance with Section 78.403 of the General Corporation Law  of
Nevada, restate the Articles of Incorporation and to that end set
forth that:

     1.   The name of the Corporation is AMERCO.

     2.    The  name  and address of the resident agent  is  The
Corporation  Trust  Company of Nevada, One  First  Street,  Reno,
Nevada 89501.

     3.   The nature of the business and the objects and purposes
to  be transacted, promoted, or carried on by the Corporation are
to  engage  in  any lawful act or activity for which corporations
may  be  organized under the General Corporation  Law  of  Nevada
including  but  not  in any way limited to acting  as  a  holding
company, and acquiring by purchase, merger, or otherwise,  wholly
or partially owned subsidiary corporations.

     4.   The Corporation shall have all the general and specific
powers authorized for corporations in the General Corporation Law
of Nevada as now or hereafter in effect.

      5.    The total number of shares of common stock which this
corporation is authorized to issue is (i) One Hundred  and  Fifty
Million (150,000,000) shares of common stock with a par value  of
Twenty-five  Cents ($0.25) per share ("Common Stock"),  and  (ii)
One  Hundred  and  Fifty Million (150,000,000) shares  of  common
stock ("Serial Common Stock"), with the Board of Directors having
authority to issue shares of Serial Common Stock in one  or  more
series  (the number of shares of each series being determined  by
the Board of Directors), with or without par value, and with such
voting    powers,    designations,   preferences,    limitations,
restrictions, and relative rights as shall be stated or expressed
in  the resolution regarding such Serial Common Stock adopted  by
the Board of Directors pursuant to the authority expressly vested
in  it by this provision of the Articles of Incorporation, or any
amendment   thereto.    For  purposes  of   these   Articles   of
Incorporation, the term "common stock" includes Common Stock  and
Serial Common Stock.

      In addition to the common stock authorized to be issued  by
the  foregoing paragraph, this corporation is authorized to issue
Fifty  Million (50,000,000) shares of Preferred Stock,  with  the
Board  of Directors having authority to issue such shares in  one
or  more  series  (the  number of shares  of  each  series  being
determined by the Board of Directors), with or without par value,
and   with   such   voting   powers,  designations,   preferences
limitations, restrictions, and relative right as shall be  stated
<PAGE>
or  expressed  in  the resolution regarding such preferred  stock
adopted  by  the  Board of Directors pursuant  to  the  authority
expressly  vested  in it by this provision  of  the  Articles  of
Incorporation, or any amendment thereto.

     6.   For the management of the business, and for the conduct
of   the   affairs  of  the  Corporation,  and  for  the  further
definition,  limitation, and regulation  of  the  powers  of  the
Corporation  and its directors and stockholders,  it  is  further
provided:

     A.    BOARD  OF  DIRECTORS.  The Board  of  Directors  shall
     consist  of  not less than 4 nor more than 8 directors,  the
     exact number of directors to be determined from time to time
     solely by a resolution adopted by an affirmative vote  of  a
     majority  of  the entire Board of Directors.  The  directors
     shall  be  divided  into four classes, designated  Class  I,
     Class  II,  Class III and Class IV.  Subject  to  applicable
     law, each class shall consist, as nearly as may be possible,
     of  one-fourth of the total number of directors constituting
     the  entire Board of Directors.  At the 1990 Annual  Meeting
     of  Stockholders, Class I directors shall be elected  for  a
     one-year term, Class II directors for a two-year term, Class
     III  directors for a three-year term, and Class IV directors
     for a four-year term.  At each succeeding annual meeting  of
     stockholders, commencing in 1991, successors to the class of
     directors whose term expires at the annual meeting shall  be
     elected or reelected for a four-year term.

           If the number of directors is changed, any increase or
     decrease shall be apportioned among the classes of directors
     so  as to maintain the number of directors in each class  as
     nearly equal as possible, but in no case will a decrease  in
     the  number  of directors shorten the term of any  incumbent
     director.  When the number of directors is increased by  the
     Board  of Directors and any newly created directorships  are
     filled  by  the  Board  of  Directors,  there  shall  be  no
     classification  of the additional directors until  the  next
     annual meeting of stockholders.

           A director shall hold office until the meeting for the
     year  in which his or her term expires and until his or  her
     successor  shall  be  elected and  shall  qualify,  subject,
     however,    to   prior   death,   resignation,   retirement,
     disqualification or removal from office.

           Directors  need not be stockholders.   The  names  and
     addresses  of the current members of the board of  Directors
     are:

               NAME                ADDRESS

     Edward J. Shoen               2727 N. Central Ave.
                                   Phoenix, AZ 85004

     Mark V. Shoen                 2727 N. Central Ave.
                                   Phoenix, AZ 85004

     James P. Shoen                2727 N. Central Ave.
<PAGE>
                                   Phoenix, AZ 85004

     Richard J. Herrera            2727 N. Central Ave.
                                   Phoenix, AZ 85004

     John M. Dodds                 2727 N. Central Ave.
                                   Phoenix, AZ 85004

     Charles J. Bayer              2727 N. Central Ave.
                                   Phoenix, AZ 85004

     W.E. Carty                    2727 N. Central Ave.
                                   Phoenix, AZ 85004

     Aubrey K. Johnson             2727 N. Central Ave.
                                   Phoenix, AZ 85004


     B.     POWERS  OF  BOARD.     In  furtherance  and  not   in
     limitation of the powers conferred by the laws of the  State
     of  Nevada,  the Board of Directors is expressly  authorized
     and empowered:

     (i)   To  make,  alter, amend, and repeal the  By-Laws,
     subject  to the power of the Stockholders to amend  the
     By-laws,  which  power  may be exercised  only  by  the
     affirmative   vote  of  two-thirds  of   all   of   the
     outstanding  shares of common stock of the  Corporation
     entitled  to  vote, which vote must be by ballot  at  a
     duly  constituted  meeting  of  the  Stockholders,  the
     notice  of  which  meeting must  include  the  proposed
     amendment.  This Article 6.B(i) may be amended only  by
     the  affirmative  vote  of two-thirds  of  all  of  the
     outstanding  shares of common stock of the  Corporation
     entitled  to  vote, which vote must be by ballot  at  a
     duly  constituted  meeting  of  the  stockholders,  the
     notice  of  which  meeting must  include  the  proposed
     amendment.

     (ii)  Subject to the applicable provisions of  the  By-
     Laws  then in effect, to determine, from time to  time,
     whether  and  to  what extent, and at  what  times  and
     places, and under what conditions and regulations,  the
     accounts and books of the Corporation, or any of  them,
     shall   be   open   to  stockholder   inspection.    No
     stockholder shall have any right to inspect any of  the
     accounts, books or documents of the Corporation, except
     as  permitted by law, unless and until authorized to do
     so  by  resolution of the Board of Directors or of  the
     Stockholders of the Corporation;

     (iii) To  authorize and issue, without stockholder
     consent,  obligations of the Corporation,  secured  and
     unsecured,  under  such  terms and  conditions  as  the
     Board,  in its sole discretion, may determine,  and  to
     pledge  or mortgage, as security therefor, any real  or
<PAGE>     
     personal property of the Corporation, including  after-
     acquired property;

     (iv)  To determine whether any and, if so, what part, of
     the earned surplus of the Corporation shall be paid  in
     dividends  to  the  stockholders,  and  to  direct  and
     determine other use and disposition of any such  earned
     surplus;

     (v)   To  fix,  from time to time, the  amount  of  the
     profits  of  the Corporation to be reserved as  working
     capital or for any other lawful purpose;

     (vi)  To establish bonus, profit-sharing, stock option,
     or  other types of incentive compensation plans for the
     employees,  including officers and  directors,  of  the
     Corporation,  and to fix the amount of  profits  to  be
     shared or distributed, and to determine the persons  to
     participate in any such plans and the amount  of  their
     respective participations;

     (vii) To  designate, by resolution or  resolutions
     passed  by a majority of the whole Board, one  or  more
     committees,  each consisting of two or more  directors,
     which, to the extend permitted by law and authorized by
     the  resolution  or  the By-Laws, shall  have  and  may
     exercise the powers of the Board;

     (viii)To provide for the reasonable compensation of
     its  own  members by By-Laws, and to fix the terms  and
     conditions upon which such compensation will be paid;

     (ix)  In   addition  to  the  powers   and   authority
     hereinbefore,  or by statute, expressly conferred  upon
     it, the Board of Directors may exercise all such powers
     and do all such acts and things as may be exercised  or
     done by the Corporation, subject, nevertheless, to  the
     provisions of the laws of the State of Nevada, of these
     Articles  of Incorporation, and of the By-Laws  of  the
     Corporation.

     C.    A directors or officer of the corporation shall not be
     personally  liable to this corporation or  its  stockholders
     for  damages  for beach of fiduciary duty as a  director  or
     officer,  but this article shall not eliminate or limit  the
     liability of a director or officer for (i) acts of omissions
     which  involve intentional misconduct, fraud  or  a  knowing
     violation  of law or (ii) the unlawful payment of dividends.
     Any   repeal  or  modification  of  this  Article   by   the
     stockholders  of the Corporation shall be prospective  only,
     and  shall  not  adversely  affect  any  limitation  on  the
     personal  liability  of  a  director  or  officer   of   the
     corporation  for acts or omissions prior to such  repeal  or
     modification.

      7.    [Intentionally  Omitted as  provided  for  in  N.R.S.
SECTION 78.403(3)].
<PAGE>
     8.   Except as otherwise provided by the Board of Directors,
no  holder  of  any shares of the stock of the Corporation  shall
have  any  preemptive  right  to  purchase,  subscribe  for,   or
otherwise acquire any shares of stock of the Corporation  of  any
class now or hereafter authorized, or any securities exchangeable
for  or  convertible into such shares, or any warrants  or  other
instruments  evidencing  rights  or  options  to  subscribe  for,
purchase or otherwise acquire such shares.

       9.     No  contract  or  other  transaction  between  this
Corporation  and any other Corporation shall be void or  voidable
because of the fact that any of the directors of this Corporation
are  interested in, or are directors of, such other  Corporation,
provided  that the fact that he or such other Corporation  is  so
interested  shall be disclosed or shall have been  known  to  the
Board  of Directors of this Corporation; and any director of  the
Corporation  who  is  also a director or officer  of  such  other
Corporation,  or is so interested, may be counted in  determining
the  existence  of  a  quorum at any  meeting  of  the  Board  of
Directors of the Corporation which shall authorize such  contract
or  transaction,  and  may vote thereat  to  authorize  any  such
contract or transaction, with like force and effect as if he were
not such director or officer of such other corporation or not  so
interested.

     10.  The duration of this Corporation shall be perpetual.

     11.  The affirmative vote of the holders of two-thirds (2/3)
of  the  outstanding shares of common stock of  this  corporation
entitled  to  vote  shall  be  required  to  approve,  adopt   or
authorize:

     (A)   Any  agreement  for  the  merger,  consolidation,
     amalgamation or combination of this corporation with or
     into  any  other  corporation which  is  an  Interested
     Stockholder (as hereafter defined);

     (B)  Any sale, lease, exchange or other disposition  to
     or   with  this  corporation  of  any  assets  of   any
     Interested Stockholder;

     (C)  Any sale, lease, exchange or other disposition  by
     this  corporation of all or substantially  all  of  the
     assets  of  this corporation to or with  an  Interested
     Stockholder;

     (D)    Any   plan   or  proposal  for  liquidation   or
     dissolution  of this corporation if any Shareholder  of
     this corporation is an Interested Stockholder; or

     (E)   Any reclassification of securities (including any
     reverse  stock  split)  or  recapitalization  of   this
     corporation   which   has  the  effect,   directly   or
     indirectly,  of increasing the proportionate  share  of
     the  outstanding  shares  of  any  class  of  stock  or
     convertible securities of this corporation, directly or
     indirectly owned by an Interested Stockholder.
<PAGE>
      As  used  herein,  Interested Stockholder  shall  mean  any
person, firm, corporation or other entity which, as of the record
date for the determination of Shareholders entitled to notice  of
and  to  vote on any of the above transactions, is the beneficial
owner, directly or indirectly, of more than five percent (5%)  of
any  class of voting stock of this corporation.  For the purposes
hereof,  any person, firms, corporation or other entity shall  be
deemed  to be the beneficial owner of any shares of voting  stock
of  this  corporation  which (i) it  has  the  right  to  acquire
pursuant to any agreement or upon exercise of conversion  rights,
warrants or options, or otherwise, or (ii) are owned, directly or
indirectly (including shares deemed owned through the application
of  clause (i) above), by any other person, firm, corporation  or
other  entity  with  which it has any agreement,  arrangement  or
understanding with respect to the acquisition, holding, voting or
disposition  of  stock  of  this corporation,  or  which  is  its
"affiliate"  or  "associate" as those terms are  defined  in  the
Rules  and Regulations under the Securities Exchange Act of 1934,
as amended.


      The  Board of Directors of this corporation shall have  the
power and duty, by resolution adopted by the affirmative vote  of
a  majority  of  the whole Board of Directors, to determine  (and
such  determination shall be conclusive) for the purposes of this
Article 11, on the basis of information known to it, whether  (i)
any  person, firm, corporation or other entity is the  beneficial
owner, directly or indirectly, of more than five percent (5%)  of
any  class of voting stock of this corporation, (ii) any proposed
sale,  lease,  exchange  or  other disposition  involves  all  or
substantially all of the assets of this corporation, or (iii) any
person,  firm,  corporation or other entity  has  any  agreement,
arrangement  or  understanding with respect to  the  acquisition,
holding, voting or disposition of stock of this corporation  with
any other person, firm, corporation or other entity.

      Notwithstanding  any other provision of these  Articles  of
Incorporation, the affirmative vote of the holders of  two-thirds
(2/3)  of  the  outstanding  shares  of  common  stock  of   this
corporation  entitled to vote shall be required to amend,  alter,
change  or  repeal, or to adopt any provision inconsistent  with,
this Article 11.

      The  respective  two-thirds voting  requirements  specified
above for any of the transactions referred to in any one or  more
of  paragraphs A through E above, or to amend, alter,  change  or
repeal, or to adopt any provision inconsistent with, this Article
11,  shall not be applicable to a proposed action which has  been
approved   or   recommended  by  majority  of  the  Disinterested
Directors.  As used herein, a "Disinterested Director" means  (i)
any Director of the corporation who was a Director as of July 24,
1988,  or  (ii)  was  thereafter elected by the  Shareholders  or
appointed by the Board of Directors of this corporation  and  was
not  at the time of such election or appointment associated  with
or   an  affiliate  of  an  Interested  Stockholder  directly  or
indirectly  involved  in the transaction or proposal  before  the
Board  of  Directors,  or (iii) a person designated,  before  his
election  or  appointment  as  a  Director,  as  a  Disinterested
Director  by  a majority of Disinterested Directors then  on  the
Board.
<PAGE>
      12.   Stockholder action by written consent is  prohibited.
This  Article 12 may be amended only by the affirmative  vote  of
two-thirds  of all of the outstanding shares of common  stock  of
the Corporation entitled to vote, which vote must be by ballot at
a  duly  constituted meeting of the Stockholders, the  notice  of
which meeting must include the proposed amendment.

      In Witness Whereof, we have executed the foregoing Restated
Articles  of  Incorporation of AMERCO this 23rd day  of  January,
1997.


                                   /S/ EDWARD J. SHOEN
                                   ------------------------------
                                   Edward J. Shoen, President


                                   /S/ GARY V. KLINEFELTER
                                   ------------------------------
                                   Gary V. Klinefelter, Secretary
<PAGE>        
        CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION
                               OF
                             AMERCO

      The  undersigned,  being  the President  and  Secretary  of
AMERCO, a Nevada corporation, do hereby certify as follows:

           1.    That on November 5, 1996, the Directors  of
     the  corporation adopted and consented to the  adoption
     of  a resolution setting forth a proposed amendment  to
     the  Articles  of Incorporation of the corporation,  as
     hereinafter   set  forth,  declaring  the  advisability
     thereof, and calling a meeting of the shareholders  for
     the purpose of considering and voting upon the proposed
     amendments.

           2.    Said  resolution called for  the  following
     amendment to said Articles of Incorporation attached as
     Exhibit  A  hereto  and by this reference  incorporated
     herein.

          3.   That on January 17, 1997, the shareholders of
     the  corporation at a meeting, by vote of  stockholders
     entitled to exercise at least two-thirds of the  voting
     power of the corporation, adopted and consented to  the
     adoption  of  a resolution setting forth  the  proposed
     amendment   to   the   Articles  of  Incorporation   as
     hereinabove set forth.

          4.   That the Articles of Incorporation of AMERCO,
     are   hereby  amended  as  set  forth  above  and   the
     undersigned make this certificate pursuant to  Sections
     78.385 and 78.390 of the Nevada Revised Statutes.

           5.    That the President and Secretary of  AMERCO
     have  been authorized to execute the Restated  Articles
     of   Incorporation  of  AMERCO  by  resolution  of  the
     Directors  of  the corporation adopted on  November  5,
     1996.

           6.    That the Restated Articles of Incorporation
     of  AMERCO,  pursuant to Section 78.403 of  the  Nevada
     Revised Statutes, correctly set forth the text  of  the
     Articles  of  Incorporation  as  amended  to  the  date
     hereof.

Dated:    January 23, 1997

AMERCO, a Nevada corporation


     /S/ EDWARD J. SHOEN                /S/ GARY V. KLINEFELTER
By:  ----------------------        By:  ------------------------
     Edward J. Shoen                    Gary V. Klinefelter
     President                          Secretary

<PAGE>
STATE OF ARIZONA    )
                    )    ss.
County of Maricopa  )

      The  foregoing instrument was acknowledged before  me  this
23rd  day  of  January, 1997, by Edward J.  Shoen,  President  of
AMERCO, a Nevada corporation, on behalf of the corporation.

                                   /S/ NANCY JO BEILEY
                                   ----------------------------
                                   Notary Public


My commission expires:
MAY 22, 1999
-----------------------


STATE OF ARIZONA    )
                    )    ss.
County of Maricopa  )

      The  foregoing instrument was acknowledged before  me  this
23rd  day of January, 1997, by Gary V. Klinefelter, Secretary  of
AMERCO, a Nevada corporation, on behalf of the corporation.

                                   /S/ NANCY JO BEILEY
                                   ----------------------------
                                   Notary Public

My commission expires:
MAY 22, 1999
-----------------------