<PAGE> 



     CERTIFICATE OF DESIGNATION, PREFERENCE, AND RIGHTS OF
                     SERIES B COMMON STOCK

                               OF

                             AMERCO

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 Under Section 78.1955(1) of the Nevada General Corporation Law

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      We,  Edward  J.  Shoen and Gary V. Klinefelter,  being  the
President   and  the  Secretary,  respectively,  of   AMERCO,   a
corporation organized and existing under the laws of Nevada  (the
"Corporation"),  do  hereby certify that, pursuant  to  authority
conferred  upon  the  Board  of Directors  by  the  Corporation's
Restated   Articles   of   Incorporation   (the   "Articles    of
Incorporation") and the Nevada General Corporation Law, the Board
of Directors adopted, by unanimous written consent, the following
resolutions  providing for the creation of  a  series  of  Serial
Common   Stock  pursuant  to  Article  5  of  the   Articles   of
Incorporation:

      RESOLVED, that pursuant to authority vested in the Board of
Directors  of  the Corporation by Article 5 of  the  Articles  of
Incorporation,  a  series of common stock is hereby  established,
the  preferences and relative participating, optional,  or  other
special  rights  of such series of Serial Common  Stock  and  the
qualifications,  limitations,  or  restrictions  thereof  to  the
extent  not heretofore set forth in the Articles of Incorporation
as from time to time amended, are as follows:

          (a)  Designation.  A series of Serial Common Stock (as
               -----------
defined  in  the Articles of Incorporation) is hereby  designated
"Series  B Common Stock."  The number of shares constituting  the
Series  B  Common Stock is 10,000,000.  Shares of  the  Series  B
Common Stock shall have a par value of $0.25.

          (b)  Dividends and Distributions.  Shares of the Series
               ---------------------------
B  Common  Stock shall be entitled to receive such dividends  and
distributions  as may be declared by the Board of Directors  from
time  to time on a pari passu basis with the Corporation's Common
Stock and Series A Common Stock and shall be payable, when and as
declared by the Board of Directors.

          (c)  Conversion.  The holders of shares of the Series B
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Common  Stock  shall not have any rights to convert  such  shares
into  or  exchange such shares for shares of any other  class  or
classes  or of any other series of any class or classes of  stock
of the Corporation.

           (d)   Voting.  The shares of the Series B Common Stock
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shall be entitled to one-tenth (1/10) of one vote per share.

            (e)    Liquidation  Rights.   Upon  the  dissolution,
                   -------------------
liquidation,  or  winding up of the affairs of  the  Corporation,
whether voluntary or involuntary, the Series B Common Stock shall
be entitled to distribution of the assets of the Corporation on a
pari passu basis with the Corporation's Common Stock and Series A
Common Stock.

<PAGE>            
           IN WITNESS WHEREOF, we have hereunto set our hands and
seals   as   President  and  Secretary,  respectively,   of   the
Corporation  this 28th day of August, 1996 and we  hereby  affirm
that  the foregoing Certificate is our act and deed and  the  act
and deed of the Corporation and that the facts stated therein are
true.

                              AMERCO, a Nevada corporation


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


                              /S/ GARY V. KLINEFELTER
                              -----------------------------------
                              Gary V. Klinefelter
                              Secretary
<PAGE> 

STATE OF ARIZONA    )
                    )  ss.
COUNTY OF MARICOPA  )

      The  foregoing instrument was acknowledged before  me  this
28th  day  of August, 1996, by Edward J. Shoen, the President  of
AMERCO, a Nevada corporation, on behalf of the corporation.

                              /S/ NANCY JO BEILEY
                              -----------------------------------
                              NOTARY PUBLIC

My Commission Expires:
     5/22/99
-------------------------





STATE OF ARIZONA    )
                    )  ss.
COUNTY OF MARICOPA  )

      The  foregoing instrument was acknowledged before  me  this
28th  day  of August, 1996, by Gary V. Klinefelter, the Secretary
of AMERCO, a Nevada corporation, on behalf of the corporation.

                              /S/ NANCY JO BEILEY
                              -----------------------------------
                              NOTARY PUBLIC

My Commission Expires:
       5/22/99
------------------------