<PAGE>  


                            RESTATED

                           BY-LAWS OF

                             AMERCO

                      A NEVADA CORPORATION


                                      Date:  As of August 27, 1996




                           ARTICLE I



SECTION 1.  Offices:
            -------

The  principal  office and registered office of  the  corporation
shall be located in the State of Nevada at such locations as  the
Board   of   Directors  may  from  time  to  time  authorize   by
resolutions.  The corporation may have such other offices  either
within  or  without the State of Nevada as the Board of Directors
may  designate or as the business of the corporation may  require
from time to time.

SECTION 2.  References:
            ----------

Any  reference herein made to law will be deemed to refer to  the
law  of  the State of Nevada, including any applicable provisions
of  Chapter  78  of  Title  7, Nevada Revised  Statutes  (or  its
successor), as at any given time in effect.  Any reference herein
made  to  the Articles will be deemed to refer to the  applicable
provision or provisions of the Articles of Incorporation  of  the
corporation, and all amendments thereto, as at any given time  on
file with the office of the clerk of Washoe County, Nevada.

SECTION 3.  Shareholders of Record:
            ----------------------
The  word  "shareholder" as used herein shall mean one who  is  a
holder of record of shares in the corporation.

<PAGE>  
                           ARTICLE II

                          SHAREHOLDERS



SECTION 1.  Annual Meeting:
            --------------
An  annual  meeting  of  the shareholders  for  the  election  of
directors  to  succeed  those whose  terms  expire  and  for  the
transaction  of such other business as may properly  come  before
the meeting shall be held, within a reasonable interval after the
close  of  the fiscal year so that the information in the  annual
report  is relatively timely, on a date and at a time of day  and
place as determined by the Board of Directors.

SECTION 2.  Special Meetings:
            ----------------

           a.    Special meetings of the shareholders may be held
whenever  and  wherever called by the Chairman of  the  Board,  a
majority  of  the  Board of Directors, or upon  the  delivery  of
proper  written  request of the holders of not  less  than  fifty
percent (50%) of all the shares outstanding and entitled to  vote
at such meeting.  The business which may be conducted at any such
special  meeting will be confined to the purpose  stated  in  the
notice thereof, and to such additional matters as the Chairman of
such meeting may rule to be germane to such purposes.

           b.    For  purposes  of this Section,  proper  written
request  for  the call of a special meeting shall be  made  by  a
written  request specifying the purposes for any special  meeting
requested  and providing the information required  by  Section  5
hereof.  Such written request must be delivered either in  person
or  by registered or certified mail, return receipt requested, to
the  Chairman  of  the  Board, or such other  person  as  may  be
specifically  authorized by law to receive such request.   Within
thirty  (30)  days  after receipt of proper  written  request,  a
special  meeting shall be called and notice given in  the  manner
required by these By-Laws and the meeting shall be held at a time
and  place selected by the Board of Directors, but not later than
ninety  (90)  days after receipt of such proper written  request.
The  shareholder(s) who request a special meeting of shareholders
must  pay  the corporation the corporation's reasonably estimated
cost  of  preparing  and  mailing  a  notice  of  a  meeting   of
shareholders before such notice is prepared and mailed.

SECTION 3.  Notice:
            ------

Notice  of any meeting of the shareholders will be given  by  the
corporation  as provided by law to each shareholder  entitled  to
vote  at such meeting.  Any such notice may be waived as provided
by law.

<PAGE>  
SECTION 4.  Right to Vote:
            -------------

For each meeting of the shareholders, the Board of Directors will
fix  in  advance a record date as contemplated by  law,  and  the
shares of stock and the shareholders "entitled to vote" (as  that
or  any  similar  term  is herein used) at  any  meeting  of  the
shareholders will be determined as of the applicable record date.
The  Secretary (or in his or her absence an Assistant  Secretary)
will  see  to  the  making  and  production  of  any  record   of
shareholders entitled to vote that is required by law.  Any  such
entitlement  may  be exercised through proxy, or  in  such  other
manner  as  is specifically provided by law.  No proxy  shall  be
valid  after  eleven (11) months from the date of  its  execution
unless otherwise provided by the proxy.  In the event of contest,
the  burden  of proving the validity of any undated, irrevocable,
or otherwise contested proxy will rest with the person seeking to
exercise the same.  A telegram, cablegram, or facsimile appearing
to  have  been  transmitted by a   shareholder (or  by  his  duly
authorized  attorney-in-fact)  may,  in  the  discretion  of  the
tellers,  if  any,  be  accepted as a  sufficiently  written  and
executed proxy.

SECTION 5.  Manner of Bringing Business Before the Meeting:
            ----------------------------------------------

At  any  annual  or  special meeting of  shareholders  only  such
business  (including nomination as a director) shall be conducted
as shall have been properly brought before the meeting.  In order
to  be properly brought before the meeting, such business must be
a proper subject for stockholder action under Nevada law and must
have  either  been  (A) specified in the written  notice  of  the
meeting (or any supplement thereto) given to shareholders on  the
record date for such meeting by or at the direction of the  Board
of  Directors, (B) brought before the meeting at the direction of
the  Board of Directors or the Chairman of the meeting,  selected
as  provided in Section 9 of this Article II, or (C) specified in
a  written notice given by or on behalf of a shareholder  on  the
record  date for such meeting entitled to vote thereat or a  duly
authorized  proxy  for such shareholder, in accordance  with  the
following  requirements.   A notice referred  to  in  clause  (C)
hereof must be delivered personally to, or mailed to and received
at,  the principal executive office of the corporation, addressed
to  the  attention of the Secretary, not more than ten (10)  days
after  the  date of the initial notice referred to in clause  (A)
hereof,  in the case of business to be brought before  a  special
meeting of shareholders, and not less than one hundred and twenty
(120)  days  prior to the anniversary date of the initial  notice
referred  to  in clause (A) hereof with respect to  the  previous
year's  annual  meeting, in the case of business  to  be  brought
before  an annual meeting of shareholders.  Such notice  referred
to in clause (C) hereof shall set forth (i) a full description of
each  such  item  of business proposed to be brought  before  the
meeting  and  the  reasons for conducting such business  at  such
meeting,  (ii)  the name and address of the person  proposing  to
bring  such  business  before the meeting, (iii)  the  class  and
number   of  shares  held  of  record,  held  beneficially,   and
represented by proxy by such person as of the record date for the
meeting, if such date has been made publicly available, or as  of
a   date   not  later  than  thirty  (30)  days  prior   to   the
<PAGE> 

delivery of the initial notice referred to in clause (A)  hereof,
if  the record date has not been made publicly available, (iv) if
any item of such business involves a nomination for director, all
information regarding each such nominee that would be required to
be  set  forth  in a definitive proxy statement  filed  with  the
Securities and Exchange Commission pursuant to Section 14 of  the
Securities  Exchange Act of 1934, as amended,  or  any  successor
thereto, and the written consent of each such nominee to serve if
elected,  (v)  any material interest of such shareholder  in  the
specified  business, (vi) whether or not such  shareholder  is  a
member  of  any  partnership, limited partnership, syndicate,  or
other group pursuant to any agreement, arrangement, relationship,
understanding, or otherwise, whether or not in writing, organized
in  whole  or  in part for the purpose of acquiring,  owning,  or
voting shares of the corporation, and (vii) all other information
that  would  be  required  to be filed with  the  Securities  and
Exchange Commission if, with respect to the business proposed  to
be brought before the meeting, the person proposing such business
was  a participant in a solicitation subject to Section 14 of the
Securities  Exchange Act of 1934, as amended,  or  any  successor
thereto.  No business shall be brought before any meeting of  the
shareholders  of the corporation otherwise than  as  provided  in
this Section.

Notwithstanding  compliance with the  foregoing  provisions,  the
Board  of Directors shall not be obligated to include information
as   to  any  shareholder  nominee  for  director  or  any  other
shareholder   proposal   in  any  proxy   statements   or   other
communication sent to shareholders.

The  Chairman of the meeting may, if the facts warrant, determine
that any proposed item of business or nomination as director  was
not  brought before the meeting in accordance with the  foregoing
procedure, and if he should so determine, he shall so declare  to
the meeting and the improper item of business or nomination shall
be disregarded.

SECTION 6.  Right to Attend:
            ---------------

Except  only to the extent of persons designated by the Board  of
Directors or the Chairman of the meeting to assist in the conduct
of the meeting, and except as otherwise permitted by the Board or
such  Chairman,  the persons entitled to attend  any  meeting  of
shareholders may be confined to (i) shareholders entitled to vote
thereat and (ii) the persons upon whom proxies valid for purposes
of  the  meeting  have  been conferred or  their  duly  appointed
substitutes   (if  the  related   proxies   confer  a   power  of
substitution); provided, however, that the Board of Directors  or
the  Chairman  of  the meeting may establish rules  limiting  the
number of persons referred to in clause (ii) as being entitled to
attend  on  behalf of any shareholder so as to preclude  such  an
excessively  large  representation of  such  shareholder  at  the
meeting as, in the judgment of the Board or such Chairman,  would
be  unfair to other shareholders represented at the meeting or be
unduly  disruptive  to the orderly conduct of  business  at  such
meeting   (whether   such  representation   would   result   from
fragmentation  of  the aggregate number of shares  held  by  such
shareholder  for  the  purpose of conferring  proxies,  from  the
naming of an excessively large proxy delegation by such

<PAGE>  
shareholder, or from employment of any other device).   A  person
otherwise entitled to attend any such meeting will cease to be so
entitled if, in the judgment of the Chairman of the meeting, such
person  engages thereat in disorderly conduct impeding the proper
conduct of the meeting in the interests of all shareholders as  a
group.

SECTION 7.  Quorum Requirements:
            -------------------

One-third  of the outstanding shares of the corporation  entitled
to  vote,  represented in person or by proxy, shall constitute  a
quorum  at a meeting of the shareholders.  If less than one-third
of  the  outstanding shares are represented  at  a  meeting,  the
majority  of  the shares so represented may adjourn  the  meeting
without  further notice.  At such adjourned meeting  at  which  a
quorum  shall  be  present or represented, any  business  may  be
transacted  which  might  have been  transacted  at  the  meeting
originally called.

SECTION 8.  Tellers:
            -------

The  Board  of Directors, in advance of any shareholders  meeting
may  appoint one or more tellers to act at such meeting (and  any
adjournment  thereof),  and may appoint  one  or  more  alternate
tellers to serve (in the order designated) in the absence of  any
teller  or  tellers so appointed.  If any person appointed  as  a
teller  or  alternate  teller  fails  to  appear  or  to  act,  a
substitute may be appointed by the Chairman of the meeting.   The
tellers  (acting  through  a majority of  them  on  any  disputed
matter)  will  determine  the number of shares  outstanding,  the
authenticity, validity and effect of proxies, the credentials  of
persons  purporting  to  be  shareholders  or  persons  named  or
referred  to in proxies, and the number of shares represented  at
the  meeting in person and by proxy; they will receive and  count
votes,  ballots,  and consents and announce the results  thereof;
they  will  hear  and  determine  all  challenges  and  questions
pertaining  to  proxies and voting; and, in  general,  they  will
perform  such  acts  as  may be proper to conduct  elections  and
voting  with  complete  fairness to all  shareholders.   No  such
teller   need  be  a  shareholder  of  the  corporation.   Unless
otherwise  provided  in  the Articles of Incorporation  or  other
governing instrument, each shareholder shall be entitled  to  one
vote  for  each share of stock held by him or her,  and,  in  the
event  a shareholder holds a fraction of a share or a full  share
plus a fraction, any such fractional share shall be entitled to a
proportionate fraction of one vote or such other votes,  if  any,
as  is  provided  in  the  Articles  of  Incorporation  or  other
governing instrument.

SECTION 9.  Organization and Conduct of Business:
            ------------------------------------

Each  shareholders meeting will be called to order and thereafter
chaired by the Chairman of the Board if there then is one; or, if
not,  or  if the Chairman of the Board is absent or so  requests,
then  by the President; or if both the Chairman of the Board  and
the  President are unavailable, then by such other officer of the
corporation or such shareholder as may be appointed by the  Board
of  Directors.   The  Secretary (or in  his  or  her  absence  an
Assistant Secretary) of the corporation will act as secretary  of
each shareholders meeting; if neither the

<PAGE>  
Secretary  nor  an  Assistant Secretary  is  in  attendance,  the
Chairman  of  the  meeting  may appoint  any  person  (whether  a
shareholder or not) to act as secretary thereat.  After calling a
meeting   to   order,  the  Chairman  thereof  may  require   the
registration of all shareholders intending to vote in person, and
the filing of all proxies, with the teller or tellers, if one  or
more  have been appointed (or, if not, with the secretary of  the
meeting).   After the announced time for such filing  of  proxies
has  ended,  no  further  proxies or changes,  substitutions,  or
revocations  of  proxies will be accepted.   The  Chairman  of  a
meeting  will,  among  other things, have absolute  authority  to
determine  the order of business to be conducted at such  meeting
and  to establish rules for, and appoint personnel to assist  in,
preserving  the  orderly conduct of the business of  the  meeting
(including  any  informal,  or  question  and  answer,   portions
thereof).   Any  informational  or  other  informal  session   of
shareholders  conducted  under the auspices  of  the  corporation
after  the  conclusion  of or otherwise in conjunction  with  any
formal  business meeting of the shareholders will be  chaired  by
the  same person who chairs the formal meeting, and the foregoing
authority on his or her part will extend to the conduct  of  such
informal session.

SECTION 10.  Voting:
             ------

The  number  of  shares  voted on any  matter  submitted  to  the
shareholders which is required to constitute their action thereon
or  approval  thereof  will  be  determined  in  accordance  with
applicable  law, the Articles, and these By-Laws, if  applicable.
Voting will be by ballot on any matter as to which a ballot  vote
is  demanded, prior to the time the voting begins, by any  person
entitled  to  vote on such matter; otherwise, a voice  vote  will
suffice.  No ballot or change of vote will be accepted after  the
polls  have  been  declared closed following the  ending  of  the
announced time for voting.

SECTION 11.  Shareholder Approval or Ratification:
             ------------------------------------
The  Board  of  Directors  may submit any  contract  or  act  for
approval or ratification at any duly constituted meeting  of  the
shareholders, the notice of which either includes mention of  the
proposed  submittal  or is waived as provided  by  law.   If  any
contract  or  act  so  submitted is approved  or  ratified  by  a
majority of the votes cast thereon at such meeting, the same will
be  valid  and  as binding upon the corporation and  all  of  its
shareholders as it would be if approved and ratified by each  and
every shareholder of the corporation.

SECTION 12.  Informalities and Irregularities:
             --------------------------------
All  informalities or irregularities in any call or notice  of  a
meeting,  or  in  the  areas  of credentials,  proxies,  quorums,
voting,  and  similar  matters,  will  be  deemed  waived  if  no
objection is made at the meeting.

<PAGE>  

SECTION 13.  Action Without a Meeting:
             ------------------------

Shareholder action by written consent is prohibited.


SECTION  14.   Application  of Nevada Revised  Statutes  Sections
               --------------------------------------------------
78.378 to 78.3793, inclusive:
----------------------------

The  provisions of Sections 78.378 to 78.3793, inclusive, of  the
Nevada Revised Statutes shall not apply to the exchange of shares
of  the corporation's Series A Common Stock, 0.25 par value,  for
shares  of the corporation's common stock, $0.25 par value,  held
by  Mark V. Shoen, James P. Shoen and Edward J. Shoen or  to  any
exchange  of shares of the corporation's Common Stock, $0.25  par
value  for  shares of the corporation's Series  A  Common  Stock,
$0.25  par value held by Mark V. Shoen, James P. Shoen and Edward
J. Shoen.



                          ARTICLE III

                       BOARD OF DIRECTORS

SECTION 1.  Number and Term 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
Shareholders, 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  shareholders,
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,  there
shall be no classification of the additional directors until  the
next annual meeting of shareholders.

<PAGE>  
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.

SECTION 2.  Vacancies:
            ---------

Newly  created  directorships resulting from an increase  in  the
number of the directors and any vacancy on the Board of Directors
shall be filled by an affirmative vote of a majority of the Board
of  Directors then in office.  A director elected by the Board of
Directors  to  fill a vacancy shall hold office  until  the  next
meeting of shareholders called for the election of directors  and
until  his  or her successor shall be elected and shall  qualify;
provided,  however, that if a vacancy on the Board  of  Directors
occurs or is filled after the date by which a shareholder, acting
in accordance with Article II, Section 5(C) of these By-Laws, may
present  a  director  nomination  before  the  next  meeting   of
shareholders  called for the election of directors, the  director
elected by the Board of Directors to fill such vacancy shall hold
office  until  the next meeting of shareholders  called  for  the
election   of  directors  at  which  a  shareholder,  acting   in
accordance  with Article II, Section 5(C) of these  By-Laws,  may
present  a director nomination.  This Section shall not apply  to
any vacancies in the office of any "Preferred Stock Director," as
defined  in  section (e)(ii) of the Certificate  of  Designation,
Preference,  and  Rights of Series A Preferred  Stock  of  AMERCO
dated  October 14, 1993, such vacancies shall be filled  pursuant
to the terms of said section (e)(ii).

SECTION 3.  Regular Meetings:
            ----------------

After  the  adjournment of the annual meeting of the shareholders
of  the  corporation, the newly elected Directors shall meet  for
the  purpose of organization, the election of officers,  and  the
transaction  of  such  other business as  may  come  before  said
meeting.   No  notice shall be required for  such  meeting.   The
meeting  may  be  held  within or without the  State  of  Nevada.
Regular  meetings, other than the annual ones,  may  be  held  at
regular  intervals  at  such times and places  as  the  Board  of
Directors may provide.

SECTION 4.  Special Meetings:
            ----------------

Special meetings of the Board of Directors may be called  at  any
time by the Chairman of the Board or by any three (3) members  of
the  Board giving written notice thereof to the Chairman  of  the
Board,  or  said special meeting may be called without notice  by
unanimous consent of all the members by the presence of  all  the
members  of said board at any such meeting.  The special meetings
of the Board of Directors may be held within or without the State
of Nevada.



<PAGE>  

SECTION 5.  Notice:
            ------

No  notice  need  be given of regular meetings of  the  Board  of
Directors.  Notice of the time and place (but not necessarily the
purpose  or all of the purposes) of any special meeting  will  be
given to each director in person or by telephone, or via mail  or
telegram   addressed  in  the  manner  then  appearing   on   the
corporation's  records.   Notice to  any  director  of  any  such
special meeting will be deemed given sufficiently in advance when
(i), if given by mail, the same is deposited in the United States
mail  at  least four days before the meeting date,  with  postage
thereon prepaid, (ii) if given by telegram, the same is delivered
to  the  telegraph office for fast transmittal at least 48  hours
prior  to  the  convening  of  the meeting,  (iii)  if  given  by
facsimile  transmission, the same is received by the director  or
an adult member of his or her office staff or household, at least
24  hours  prior  to  the convening of the meeting,  or  (iv)  if
personally  delivered or given by telephone, the same is  handed,
or  the substance thereof is communicated over the telephone,  to
the director or to an adult member of his or her office staff  or
household,  at  least  24 hours prior to  the  convening  of  the
meeting.  Any such notice may be waived as provided by  law.   No
call  or  notice of a meeting of directors will be  necessary  if
each  of  them waives the same in writing or by attendance.   Any
meeting,  once properly called and noticed (or as to  which  call
and  notice have been waived as aforesaid) and at which a  quorum
is  formed,  may  be adjourned to another time  and  place  by  a
majority of those in attendance.

SECTION 6.  Quorum:
            ------

A  majority of the Board of Directors shall constitute  a  quorum
for  the transaction of business, except where otherwise provided
by  law  or by these By-Laws, but if at any meeting of the  Board
less  than  a quorum is present, a majority of those present  may
adjourn the meeting from time to time until a quorum is obtained.

SECTION 7.  Action by Telephone or Consent:
            ------------------------------

Any meeting of the Board or any committee thereof may be held  by
conference  telephone  or  similar  communications  equipment  as
permitted  by  law  in  which case any required  notice  of  such
meeting may generally describe the arrangements (rather than  the
place)  for the holding thereof, and all other provisions  herein
contained or referred to will apply to such meeting as though  it
were physically held at a single place.  Action may also be taken
by  the  Board or any committee thereof without a meeting if  the
members  thereof  consent in writing thereto as  contemplated  by
law.


<PAGE> 


SECTION 8.  Order of Business:
            -----------------   
The  Board  of  Directors may, from time to time,  determine  the
order  of business at their meeting.  The usual order of business
at such meetings shall be as follows:

               1st  Roll Call; a quorum being present.

               2nd. Reading of minutes of the preceding  meeting
                    and action thereon.

               3rd. Consideration of communications of the Board
                    of Directors.

               4th. Reports of officials and committees.

               5th. Unfinished business.

               6th. Miscellaneous business.

               7th. New business.

               8th. Adjournment.

SECTION 9.  Voting:
            ------

Any  matter submitted to a vote of the directors will be resolved
by a majority of the votes cast thereon.  If during the course of
any annual, regular or special meeting of the Board of Directors,
at  which  all  the members of said board are present  and  vote,
there  is  a  vote  taken and the vote is evenly divided  between
equal numbers of directors, then, and only then, the Chairman  of
the  Board  of  Directors shall break the deadlock by  casting  a
second  and  deciding vote.  This power may be exercised  by  the
Chairman  of  the Board as to any and every issue  that  properly
comes to the board for a vote, including, but not limited to  the
election of officers.



                           ARTICLE IV

                       POWER OF DIRECTORS

SECTION 1.  Generally:
            ---------

The  Government in control of the corporation shall be vested  in
the Board of Directors.
<PAGE> 

SECTION 2.  Special Powers:
            --------------

The  Board  of  Directors shall have, in addition  to  its  other
powers, the express right to exercise the following powers:

          1.    To  purchase, lease, and acquire, in  any  lawful
          manner  any and all real or personal property including
          franchises,  stocks,  bonds  and  debentures  of  other
          companies,  business and goodwill, patents,  trademarks
          in  contracts,  and  interests  thereunder,  and  other
          rights  and  properties  which in  their  judgment  may
          beneficial for the purpose of this corporation, and  to
          issue shares of stock of this corporation in payment of
          such property, and in payment for services rendered  to
          this corporation when they deem it advisable.

          2.    To  fix and determine and to vary, from  time  to
          time, the amount or amounts to be set aside or retained
          as   reserve  funds  or  as  working  capital  of  this
          corporation.

          3.    To  issue notes and other obligations or evidence
          of  the  debt  of this corporation, and to  secure  the
          same,  if  deemed advisable, and endorse and  guarantee
          the  notes,  bonds,  stocks, and other  obligations  of
          other corporations with or without compensation for  so
          doing,  and from time to time to sell, assign, transfer
          or  otherwise  dispose of any of the property  of  this
          corporation, subject, however, to the laws of the State
          of  Nevada,  governing the disposition  of  the  entire
          assets  and  business  of the corporation  as  a  going
          concern.

          4.    To declare and pay dividends, both in the form of
          money and stock, but only from the surplus or from  the
          net   profit   arising  from  the  business   of   this
          corporation, after deducting therefrom the amounts,  at
          the time when any dividend is declared which shall have
          been set aside by the Directors as a reserve fund or as
          a working fund.

          5.    To  adopt, modify and amend the By-Laws  of  this
          corporation.

          6.    To  periodically determine by Resolution  of  the
          Board  the amount of compensation to be paid to members
          of the Board of Directors in accordance with Article 6,
          Section   B,  Sub-section  viii  of  the  Articles   of
          Incorporation.

<PAGE> 



                           ARTICLE V

SECTION 1.  Committees:
            ----------

From time to time the Board of Directors, by affirmative vote  of
a  majority  of  the  whole Board may appoint  any  committee  or
committees  for  any purpose or purposes, and such  committee  or
committees  shall have and may exercise such powers as  shall  be
conferred   or  authorized  by  the  resolution  of  appointment.
Provided, however, that such committee or committees shall at  no
time have more power than that authorized by law.



                           ARTICLE VI

                            OFFICERS

SECTION 1.  Officers:
            --------

The officers of the corporation shall consist of the Chairman  of
the  Board,  a President, one or more Vice-Presidents, Secretary,
Assistant Secretaries, Treasurer, Assistant Treasurer, a resident
agent  and  such  other officers as shall from time  to  time  be
provided  for by the Board of Directors.  Such officers shall  be
elected by ballot or unanimous acclamation at the meeting of  the
Board  of  Directors after the annual election of Directors.   In
order to hold any election there must be quorum present, and  any
officer  receiving a majority vote shall be declared elected  and
shall  hold  office for one year and until his or her  respective
successor  shall have been duly elected and qualified;  provided,
however,  that  all  officers,  agents  and  employees   of   the
corporation shall be subject to removal from office pre-emptorily
by vote of the Board of Directors at any meeting.

SECTION 2.  Powers and Duties of Chairman of the Board:
            ------------------------------------------

The  Chairman of the Board of Directors will serve as  a  general
executive  officer, but not necessarily as a full-time  employee,
of  the corporation.  He or she shall preside at all meetings  of
the  shareholders and of the Board of Directors, shall  have  the
powers  and duties set forth in these By-Laws, and shall  do  and
perform such other duties as from time to time may be assigned by
the Board of Directors.

SECTION 3.  Powers and Duties of President:
            ------------------------------

The President shall at all times be subject to the control of the
Board  of Directors.  He shall have general charge of the affairs
of  the  corporation.   He shall supervise over  and  direct  all
officers  and  employees of the corporation and  see  that  their
duties are properly performed. The President, in conjunction with
the  Secretary,  shall  sign and execute  all  contracts,  notes,
mortgages, and all

<PAGE> 
other  obligations in the name of the corporation, and  with  the
Secretary  or Assistant Secretary shall sign all certificates  of
the shares of the capital stock of the corporation.

The  President  shall each year present an annual report  of  the
preceding year's business to the Board of Directors at a  meeting
to  be  held  immediately preceding the  annual  meeting  of  the
shareholders, which report shall be read at the annual meeting of
the  shareholders.  The President shall do and perform such other
duties  as  from  time to time may be assigned by  the  Board  of
Directors to him.

Notwithstanding  any provision to the contrary contained  in  the
By-Laws  of the corporation, the Board may at any time  and  from
time to time direct the manner in which any person or persons  by
whom  any  particular contract, document, note or  instrument  in
writing  of  the corporation may or shall be signed  by  and  may
authorize any officer or officers of the corporation to sign such
contracts, documents, notes or instruments.

SECTION 4.  Powers and Duties of Vice-President:
            ------------------------------------

The Vice-President shall have such powers and perform such duties
as  may  be  assigned  to him by the Board of  Directors  of  the
corporation and in the absence or inability of the President, the
Vice-President shall perform the duties of the President.

SECTION  5.   Powers  and Duties of the Secretary  and  Assistant
              ---------------------------------------------------
Secretary:
---------

The  Secretary of said corporation shall keep the minutes of  all
meetings  of  the  Board  of Directors and  the  minutes  of  all
meetings  of  the  shareholders, and also  when  requested  by  a
committee,  the minutes of such committee, in books provided  for
the purpose.  He shall attend to the giving and serving of notice
of  the  corporation.  It shall be the duty of the  Secretary  to
sign  with  the  President, in the name of the  corporation,  all
contracts,  notes,  mortgages, and other  instruments  and  other
obligations  authorized by the Board of Directors,  and  when  so
ordered  by  the Board of Directors, he shall affix the  Seal  of
corporation  thereto.  The Secretary shall  have  charge  of  all
books,  documents, and papers properly belonging to  his  office,
and  of such other books and papers as the Board of Directors may
direct.   In  the  absence or inability  of  the  Secretary,  the
Assistant Secretary shall perform the duties of the Secretary.

Execution of Instruments:
------------------------

In  addition to the provisions of any previous By-Laws respecting
the  execution of instruments of the corporation,  the  Board  of
Directors  may from time to time direct the manner in  which  any
officer  or  officers or by whom any particular  deed,  transfer,
assignment,  contract, obligation, certificate, promissory  note,
guarantee  and other instrument or instruments may be  signed  on
behalf  of the corporation and any acts of the Board of Directors
subsequent to the 1st day of
<PAGE> 
December,  1978 in accordance with the provision of  this  By-Law
are  hereby  adopted, ratified and confirmed as  actions  binding
upon and enforceable against the corporation.

SECTION   6.   Powers  and  Duties  of  Treasurer  and  Assistant
               --------------------------------------------------
Treasurer:
---------

The  Treasurer shall have the care and custody of all  funds  and
securities of the corporation, and deposit the same in  the  name
of  the corporation in such bank or banks or other depository  as
the Directors may select.  He shall sign checks, drafts, notices,
and  orders  for the payment of money, and he shall pay  out  and
dispose  of  the  same  under  the  direction  of  the  Board  of
Directors, but checks may be signed as directed by the  Board  by
resolution.  The Treasurer shall generally perform the duties  of
and  act  as  the  financial agent for the  corporation  for  the
receipts and disbursements of its funds.  He shall give such bond
for  the  faithful  performance of his duties  as  the  Board  of
Directors  may  determine.  The office of the Treasurer  of  said
corporation may be held by the same person holding the President,
Vice-President  or  Secretary's office,  provided  the  Board  of
Directors  indicates the combination of these  offices.   In  the
absence  or  inability of the Treasurer, the Assistant  Treasurer
shall perform the duties of the Treasurer.

SECTION 7.  Indemnification:
            ---------------

The corporation shall indemnify, to the fullest extent authorized
or  permitted  by  law, as the same exists or  may  hereafter  be
amended  (but,  in the case of any such amendment,  only  to  the
extent  that  such amendment permits the corporation  to  provide
broader  indemnification  rights  than  such  law  permitted  the
corporation to provide prior to such amendment), any person made,
or  threatened  to  be  made,  a  defendant  or  witness  to  any
threatened,  pending  or completed action,  suit,  or  proceeding
(whether   civil,  criminal,  administrative,  investigative   or
otherwise)  by reason of the fact that he or she, or his  or  her
testator  or  intestate, is or was a director or officer  of  the
corporation  or  by  reason of the fact  that  such  director  or
officer, at the request of the corporation, is or was serving any
other  corporation, partnership, joint venture,  trust,  employee
benefit  plan,  or  other enterprise.  Nothing  contained  herein
shall  diminish any rights to indemnification to which  employees
or  agents  other than directors or officers may be  entitled  by
law,  and the corporation may indemnify such employees and agents
to  the  fullest extent and in the manner permitted by law.   The
rights to indemnification set forth in this Article VI, Section 7
shall  not  be exclusive of any other rights to which any  person
may  be entitled under any statute, provision of the Articles  of
Incorporation,  bylaw, agreement, contract, vote of  shareholders
or disinterested directors, or otherwise.

In  furtherance and not in limitation of the powers conferred  by
statute:

<PAGE> 

          1.     The   corporation  may  purchase  and   maintain
          insurance  on  behalf of any person who  is  or  was  a
          director,   officer,   employee   or   agent   of   the
          corporation,  or  is serving in any  capacity,  at  the
          request  of  the  corporation, any  other  corporation,
          partnership,  joint  venture, trust,  employee  benefit
          plan  or  other  enterprise, against any  liability  or
          expense incurred by him or her in any such capacity, or
          arising  out of his or her status as such,  whether  or
          not  the  corporation would have the power to indemnify
          him  or her against such liability or expense under the
          provisions of law; and

          2.    The corporation may create a trust fund, grant  a
          security  interest  or  lien  on  any  assets  of   the
          corporation and/or use other means (including,  without
          limitation, letters of credit, guaranties, surety bonds
          and/or  other  similar arrangements),  and  enter  into
          contracts providing indemnification to the full  extent
          authorized  or permitted by law and including  as  part
          thereof  provisions with respect to any or all  of  the
          foregoing to ensure the payment of such amounts as  may
          become  necessary to effect indemnification as provided
          therein, or elsewhere.



                          ARTICLE VII

              STOCK AND CERTIFICATES AND TRANSFERS

SECTION 1.  Stock and Certificates and Transfers:
            ------------------------------------

All  certificates  for  the shares of the capital  stock  of  the
corporation  shall be signed by the President or  Vice-President,
and  Secretary  or  Assistant Secretary.  Each certificate  shall
show  upon  its face that the corporation is organized under  the
laws  of Nevada, the number and par value, if any, of each  share
represented by it, and the name of the person owning  the  shares
represented thereby, with the number of each share and  the  date
of  issue.  The transfer of any share or shares of stock  in  the
corporation  may  be made by surrender of the certificate  issued
therefor, and the written assignment thereof by the owner or  his
duly  authorized  Attorney  in Fact.   Upon  such  surrender  and
assignment, a new certificate shall be issued to the Assignee  as
he  may be entitled, but without such surrender and assignment no
transfer  of  stock shall be recognized by the corporation.   The
Board  of  Directors shall have the power concerning  the  issue,
transfer   and  registration  of  certificates  for  agents   and
registrars of transfer, and may require all stock certificates to
bear  signatures  of  either or both.  The stock  transfer  books
shall  be closed ten days before each meeting of the shareholders
and during such period no stock shall be transferred.



<PAGE> 

SECTION  2.   Right of First Refusal on Its  Common Stock,  $0.25
              ---------------------------------------------------
par value:
---------


          a.    In case any holder of shares of the corporation's
          common  stock,  $0.25 par value, and  Series  A  Common
          Stock,  $0.25  par  value  (collectively,  the  "Common
          Stock") shall wish to make any sale, transfer or  other
          disposition of all or any part of the Common Stock held
          by  him,  he  shall first notify the Secretary  of  the
          corporation in writing designating the number of shares
          of  Common  Stock which he desires to dispose  of,  the
          name(s) of the person(s) to whom such shares are to  be
          disposed of, and the bona fide cash price at which such
          shares  are  to  be disposed of.  The  right  of  first
          refusal set forth in this paragraph shall not apply  to
          shares of the Corporation's Series B Common Stock.


          b.   The corporation shall have a period of 30 calendar
          days  following the date of its receipt of such  notice
          to  determine whether it wishes to purchase such shares
          at  the price stated therein.  Such determination shall
          be  made  by  the corporation by its delivery  to  such
          holder  of  a  written acceptance of such offer  within
          such  30-day  period.   Such written  acceptance  shall
          specify  the  date  (to  be not later  than  the  tenth
          calendar  day following the date on which  such  30-day
          period  expired), time and place at which  such  holder
          shall deliver to the corporation the certificate(s) for
          the  shares  of Common Stock to be so sold against  the
          delivery  by  the  corporation of a certified  or  bank
          cashier's  check  in the amount of the  purchase  price
          therefor.


          c.    If the corporation shall not so accept such offer
          within  such 30-day period, then such holder  shall  be
          entitled,  for  a period of 90 days commencing  on  the
          first  day  after the date on which such 30-day  period
          expires, to dispose of all or any part of the shares of
          Common   Stock  designated  in  such  notice   to   the
          corporation  at  the  price set forth  therein  to  the
          prospective  named transferee(s) and such transferee(s)
          shall be entitled to have such shares transferred  upon
          the  books  of  the  corporation upon  its  acquisition
          thereof  at  such  price.  If  such  holder  shall  not
          dispose  of all or any part of such shares within  such
          90-day  period  (or, in the event of  a  sale  of  part
          thereof,  the  shares  remaining  untransferred),  such
          shares shall continue to be subject in all respects  to
          the provision of this Article VII, Sec. 2.

<PAGE> 
          d.    All certificates for shares of Common Stock shall,
          so  long as the provisions of this Article VII, Sec.  2
          shall be in effect, bear the following legend:

               "The  transfer of the shares represented  by  this
               certificate is subject to a right of first refusal
               by the corporation as provided in its By-Laws, and
               no  transfer  of this certificate  or  the  shares
               represented  hereby  shall be valid  or  effective
               unless  and  until such provision of  the  By-Laws
               shall have been met.  A copy of the By-Laws of the
               corporation  is  available for inspection  at  the
               principal office of the corporation."


          e.    The provisions of this Article VII, Sec. 2 may be
          terminated  or modified at any time by the  affirmative
          vote of not less than a majority of the then number  of
          directors of the corporation.  Each holder of shares of
          Common  Stock shall be notified of any such termination
          and  shall  have the right to exchange his  outstanding
          certificate  for such shares for a certificate  without
          the aforesaid legend.


          f.    The provisions of this Article VII, Sec. 2 may be
          extended   to   other  classes   or   series   of   the
          corporation's stock prior to the issuance thereof  upon
          the affirmative vote of not less than a majority of the
          then number of directors of the corporation.


          g.    The  provisions of Section 2 of Article VII  shall
          not  apply to shares of the corporation's Common  Stock
          (i)  sold, transferred, or otherwise disposed of by the
          Trust under the AMERCO Employee Savings, Profit Sharing
          and  Employee Stock Ownership Plan, (ii) sold in a bona
          fide  underwritten public offering or in  a  bona  fide
          public  distribution pursuant to  Rule  144  under  the
          Securities Act of 1933 (provided however that  if  such
          public  distribution is pursuant to Rule  144(k)  then,
          notwithstanding  the provisions of  Rule  144(k),  such
          distribution  shall comply with the  "manner  of  sale"
          requirements  of Rule 144(f) and (g)), or  (iii)  sold,
          transferred, or otherwise disposed of by  a  member  of
          the  public  who  acquired  such  Common  Stock  in   a
          transaction permitted by this Paragraph g.

SECTION 3.  Lost Certificates:
            -----------------

In the event of the loss, theft or destruction of any certificate
representing shares of stock of this corporation, the corporation
may issue (or, in the case
<PAGE> 
of  any  such stock as to which a transfer agent and/or registrar
have  been  appointed,  may  direct such  transfer  agent  and/or
register  to  countersign,  register  and  issue)  a  replacement
certificate  in  lieu  of that alleged  to  be  lost,  stolen  or
destroyed, and cause the same to be delivered to the owner of the
stock  represented thereby, provided that the  owner  shall  have
submitted such evidence showing the circumstances of the  alleged
loss,  theft  or  destruction, and his or her  ownership  of  the
certificate  as the corporation considers satisfactory,  together
with  any  other facts which the corporation considers pertinent,
and further provided that an indemnity agreement and/or indemnity
bond shall have been provided in form and amount satisfactory  to
the corporation and to its transfer agents and/or registrars,  if
applicable.




                          ARTICLE VIII

                          FISCAL YEAR

SECTION 1.  Fiscal Year:
            -----------

           The  fiscal year of the corporation shall be fixed  by
resolution of the Board of Directors.




                           ARTICLE IX

                      AMENDMENT OF BY-LAWS

SECTION 1.  Amendment of By-Laws by the Board of Directors:
            -----------------------------------------------

The  By-Laws  may be amended by a majority vote of the  Board  of
Directors  of  this corporation at any meeting of  the  Board  of
Directors.

SECTION 2.  Shareholder Amendment of By-Laws:
            --------------------------------

The  By-Laws  may  be amended by an affirmative  vote  of  shares
possessing  two-thirds or more of the votes  that  are  generally
(not  just  as  the  result of the occurrence of  a  contingency)
entitled to vote for the election of the members of the Board  of
Directors of this corporation.  Such vote must be by ballot at  a
duly constituted meeting of the shareholders, the notice of which
meeting must include the proposed amendment.

<PAGE> 
                          CERTIFICATE


           I,  Gary V. Klinefelter, Secretary of AMERCO, a Nevada
corporation, do hereby certify that the foregoing is a  true  and
correct copy of the corporation's Restated By-Laws, and that such
Restated  By-Laws are in full force and effect  as  of  the  date
hereof.

           IN  WITNESS WHEREOF, I have hereunto set my  hand  and
affixed  the  seal of the corporation this 27th  day  of  August,
1996.


                              /S/ GARY V. KLINEFELTER
                              ___________________________________
                               Gary V. Klinefelter, Secretary