<PAGE>                                                                     
                                                                     EXHIBIT 2.1

John J. Dawson, Esq. (002786)
Susan G. Boswell, Esq. (004791)
Ronald E. Reinsel, Esq. (011059)
STREICH LANG, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona  85004-2391
(602)  229-5200

Attorneys for EDWARD J. SHOEN, JAMES P. SHOEN, JOHN M. DODDS, and AUBREY K.
JOHNSON, Debtors and Debtors-In-Possession

Lowell E. Rothschild, Esq. (000635)
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona  85701-1090
(602) 624-8886

        Attorneys for WILLIAM E. CARTY, Debtor and Debtor-In-Possession

                      IN THE UNITED STATES BANKRUPTCY COURT

                           FOR THE DISTRICT OF ARIZONA

In re:                             )    In Proceedings Under
                                   )    Chapter 11
EDWARD J. SHOEN,                   )
                                   )    Case No. 95-1430-PHX-JMM
                  Debtor.          )
-----------------------------------
In re:                             )
                                   )
JAMES P. SHOEN,                    )    Case No. 95-1431-PHX-JMM
                                   )
                  Debtor.          )
-----------------------------------
In re:                             )
                                   )
AUBREY K. JOHNSON,                 )    Case No. 95-1432-PHX-JMM
                                   )
                  Debtor.          )
-----------------------------------
In re:                             )
                                   )
JOHN M. DODDS,                     )    Case No. 95-1433-PHX-JMM
                                   )
                  Debtor.          )
-----------------------------------
In re:                             )
                                   )
WILLIAM E. CARTY,                  )    Case No. 95-1434-PHX-JMM
                                   )
                  Debtor.          )
-----------------------------------

          DEBTORS' SECOND AMENDMENT MODIFYING THE AMENDED AND RESTATED
                 PLANS OF REORGANIZATION PROPOSED BY THE DEBTORS

<PAGE>
          This Second Amendment (the "Second Amendment") is proposed by each of
the Debtors(1) in the above-captioned jointly administered Chapter 11 cases.
Pursuant to Bankruptcy Code Section 1127, 11 U.S.C. Section 1127, the Debtors
hereby modify their respective Plans(2) as stated below:

          1. Acceptance Of Aubrey K. Johnson's Plan By Creditor Holding Secured
Claim. In Aubrey K. Johnson's Reorganization Case, the Secured Creditor
identified as Ryland (Class 4 under the Plan) did not vote to accept or reject
the Plan. Ryland's Secured Claim is being purchased by Chemical Bank. The Plan
in Mr. Johnson's Reorganization Case continues to impair the Secured Claim as
originally stated. Chemical Bank is agreeing, nevertheless, to vote to accept
the Plan. An AMERCO subsidiary is agreeing to acquire the restructured loan from
Chemical Bank on December 1, 1996 (or in the event of any earlier default under
the restructured loan) if Chemical Bank notifies the AMERCO subsidiary in
writing that it wants that entity to purchase the loan. The purchase price, in
that event, will be the outstanding loan balance. The option belongs exclusively
to Chemical Bank. If Chemical Bank

                                  
----------------
(1)       Unless otherwise expressly stated herein, all capitalized defined
terms will have the same meanings as in the Amended and Restated Plans of
Reorganization and the First Amendment which the Debtors have filed. The Second
Amendment is a modification of each of those Plans; and, henceforth, the defined
term "Plan" appearing therein will be deemed to incorporate and include the
Second Amendment.

(2)       See note 1, supra, regarding the defined term "Plan" and the
incorporation, henceforth, of the Second Amendment in the Debtors' Plans.


                                      -2-

<PAGE>
decides to retain the restructured loan, the AMERCO subsidiary's purchase
obligation will terminate; and Chemical Bank will be entitled to own the
restructured loan and to be paid according to the terms of the Plan.

          2. Settlement With The Creditors Holding The Securities Litigation
Claims. The Creditors holding the Securities Litigation Claims voted, on October
2, 1995, to accept the Plans in the Reorganization Cases of Edward J. Shoen,
James P. Shoen, John M. Dodds, and William E. Carty. Those Creditors did not sue
Aubrey K. Johnson or file a Claim in Mr. Johnson's Reorganization Case. The
Plans filed by Messrs. Shoen, Dodds, and Carty impair the Securities Litigation
Claims and provide for the incorporation of any settlement made of the
Securities Litigation Claims. See Section 14.5 of Edward J. Shoen's Plan and
corresponding provisions of the other Plans. Appendix "1" attached to this
Second Amendment and incorporated by reference herein consists of copies of the
recently executed settlement papers agreed upon with the Creditors holding the
Securities Litigation Claims. See Class 6 in Edward J. Shoen's Plan, Class 5 in
James P. Shoen's Plan, Class 6 in John M. Dodds' Plan, and Class 6 in William E.
Carty's Plan.

          3. Tax Considerations. In their objections to confirmation of the
Plans, the Share Case Plaintiffs have alleged that they will suffer adverse tax
consequences from the structure of the transactions whereby AMERCO has agreed to
fund the Plans. While the Debtors vigorously dispute any such contentions, they
want to make clear that the Plans do not bind any of the Share Case

                                       -3-

<PAGE>
Plaintiffs to the funding structure, and do not require any of the Share Case
Plaintiffs to report the transactions to taxing authorities in the same way as
AMERCO, or in any particular way. See also Section 2.5 appearing in both the
Settlement Agreement and the Stock Purchase Agreement with Mary Anna (Shoen)
Eaton and MARAN, Inc. (as described in the First Amendment). Furthermore, the
Plans do not prohibit the Share Case Plaintiffs from assigning rights to receive
distributions under the Plans.

          4. Michael L. Shoen Added To Stock Exchange Distributees. Because it
appears that Michael L. Shoen individually owns 380 shares of AMERCO common
stock covered by the Share Case Judgment, Mr. Shoen will be added (to the extent
of that interest) to the list of the Stock Exchange Distributees under the
Plans.

          5. Updated Mortgage Loan List And Recovery Of Interim Payments.
Attached Schedule "3" is an updated list, as of October 1, 1995, of the Mortgage
Loans which are the Restructured Mortgage Loans and the Existing Mortgage Loans.
See the First Amendment at subparagraph 2(c), pp.5:15-6:2. If and to the extent
that the balances of the Mortgage Loans are reduced by payments received on or
before the Plans' Effective Date, the cash paid under the Plans (see the First
Amendment at subparagraph 2(e), p.6:8-10) will be increased by the amount of
those payments.

          6. Certain Real Property Adjustments. As shown in amended Schedule "4"
presented pursuant to the First Amendment, the real property proposed to be
transferred under the Plans has a

                                       -4-

<PAGE>
total appraised value of $47,187,000. It is likely that the real property will
be the subject of adjustments and reconciliations which may cause minor changes
in the total appraised value. Also, some of the real property may be sold before
the Plans' Effective Date. Any necessary adjustments will be made in the cash
paid under the Plans (see the First Amendment at subparagraph 2(e), p. 6:8-10)
in the same manner as provided in paragraph 5 above with respect to the Mortgage
Loans.

          7. Incorporation By Reference. The Second Amendment will be, and
hereby is, incorporated by reference in the Debtors' Plans. At or before the
date of entry of the Confirmation Order (and in accordance with any other
modification(s) of the Plans which may be made as a result of further
settlement(s) or other events in the confirmation process), the Debtors may meld
the modifications made by the Second Amendment into the language of the Plans in
order to make the final iteration of the Plans more precise.

                                       -5-

<PAGE>
          8. Plans Continue In Effect. Except as expressly modified by the
Second Amendment, the Debtors' Plans continue in full force and effect.

DATED:  November 1, 1995
                                              /s/ Edward J. Shoen
                                              ----------------------------------
                                              EDWARD J. SHOEN, Debtor
                                              and Debtor-In-Possession

                                              /s/ James P. Shoen
                                              ----------------------------------
                                              JAMES P. SHOEN, Debtor
                                              and Debtor-In-Possession

                                              /s/ John M. Dodds
                                              ----------------------------------
                                              JOHN M. DODDS, Debtor
                                              and Debtor-In-Possession

                                              /s/ Aubrey K. Johnson
                                              ----------------------------------
                                              AUBREY K. JOHNSON, Debtor
                                              and Debtor-In-Possession

                                              /s/ William E. Carty
                                              ----------------------------------
                                              WILLIAM E. CARTY, Debtor
                                              and Debtor-In-Possession

                                       -6-

<PAGE>
PREPARED AND
SUBMITTED BY:

STREICH LANG
A Professional Association
Renaissance One
Two North Central Avenue
Phoenix, Arizona  85004-2391

By /s/ John J. Dawson
   ------------------------------
       John J. Dawson
       Susan G. Boswell
       Ronald E. Reinsel

Attorneys for EDWARD J. SHOEN,
JAMES P. SHOEN, JOHN M. DODDS,
and AUBREY K. JOHNSON,
Debtors and Debtors-In-Possession

MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona  85701-1090

By /s/ Lowell E. Rothschild
   -----------------------------
       Lowell E. Rothschild

Attorneys for WILLIAM E. CARTY,
Debtor and Debtor-In-Possession

                                       -7-

<PAGE>
                                  APPENDIX "1"

                          SECURITIES LITIGATION CLAIMS
                          SETTLEMENT MATERIALS

<PAGE>
                                  SCHEDULE "3"

                                 MORTGAGE LOANS

                      (AMENDS/REPLACES DISCLOSURE STATEMENT
                           EXHIBIT "A", SCHEDULE "3")

                                       -9-