<PAGE>
                 CERTIFICATE OF DESIGNATION OF
     PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK OF
                             AMERCO
                  -----------------------------

                                
             Pursuant to Section 78.1955(1) of the
         General Corporation Law of the State of Nevada
                  ----------------------------


     We,  Edward  J.  Shoen  and Gary V. Klinefelter,  being  the
President  and the Secretary, respectively, of AMERCO,  a  Nevada
corporation (the "Corporation"), do hereby certify that, pursuant
to  authority conferred upon the Board of Directors by Article  5
of  the Corporation's Restated Articles of Incorporation, and  in
accordance  with  the  provisions of Section  78.1955(1)  of  the
General  Corporation  Law of the State of Nevada,  the  Board  of
Directors  has  adopted  the following resolutions  creating  and
providing  for  the issuance of a series of its preferred  stock,
designated Series B Preferred Stock:

          RESOLVED, that pursuant to the authority vested in
     the Board of Directors of the Corporation by Article  5
     of  the Restated Articles of Incorporation, a series of
     preferred  stock is hereby established, the distinctive
     designation  of  which  shall be  "Series  B  Preferred
     Stock"    (the   "Series   B   Preferred")   and    the
     qualifications, limitations, or restrictions thereof to
     the  extent  not heretofore set forth in  the  Restated
     Articles of Incorporation of the Corporation are as set
     forth in EXHIBIT A to this resolution.

          RESOLVED,  that  the officers of  the  Corporation
     shall  be,  and  each  of them hereby  is,  authorized,
     empowered  and  directed, for  and  on  behalf  of  the
     Corporation,  to  take all such  actions  as  any  such
     officer  deems  necessary or appropriate  in  order  to
     effectuate  fully the foregoing resolutions,  including
     the  filing  of an appropriate certificate relating  to
     the  Series  B  Preferred with the Nevada Secretary  of
     State.
<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    )
                    )
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/ BLANCHE I. PASSOLT
                              -----------------------------------
NOTARY PUBLIC
My Commission Expires:
  11/20/97                  
----------------------

STATE OF ARIZONA     )
                     )
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/ BLANCHE I. PASSOLT
                              -----------------------------------
                              NOTARY PUBLIC
My Commission Expires:
  11/20/97                  
----------------------  
<PAGE>
                           EXHIBIT A

                             AMERCO

                    SERIES B PREFERRED STOCK

     The  Series  Designated  as Series B  Preferred  Stock  (the
"Series  B Preferred"), will consist of 100,000 shares  and  will
have  the  designations,  preferences, voting  powers,  relative,
participating,  optional or other special rights and  privileges,
and  the  qualifications, limitations and restrictions  described
below.   Shares of the Series B Preferred shall have  liquidation
rights  as  provided in SECTION 2 and shall have  no  par  value.
Certain  capitalized terms used below have the meanings given  in
SECTION 11.

1.   DIVIDENDS AND DISTRIBUTIONS.

     A.    REGULAR DIVIDENDS.  Subject to the prior rights of the
holders  of  Senior Shares, if any, the Holder, in preference  to
the  holders  of Junior Shares, shall be entitled, in conjunction
with  any  provision then being made for the  holders  of  Parity
Shares,  to  receive, when, as and if declared by  the  Board  of
Directors, out of any funds of the Corporation lawfully available
for  the  payment of dividends, payable on the last day  of  each
Payment  Period, cumulative cash dividends at, but not exceeding,
(i)  the product of the Conversion Value times the Floating Rate,
plus (ii) any Additional Amounts, payable on the last day of each
Payment  Period following the date of this Certificate.   If  the
stated dividends are not paid in full, the Series B Preferred and
all  Parity  Shares  shall  share  ratably  in  the  payment   of
dividends,  including  accumulations thereof,  if  any,  on  such
shares in accordance with the sums that would be payable on  such
shares if all dividends were paid in full.

     B.    NOTICE.  The Holder will notify the Corporation of any
event  occurring  after the date of this Certificate  which  will
entitle  the Holder to receive any Additional Amounts as promptly
as  practicable  after it obtains knowledge thereof  but  in  any
event  within thirty (30) days after it obtains knowledge thereof
and  determines to request such compensation.  Determinations and
allocations  by the Holder for purposes hereof of the  effect  of
any  Regulatory Change on its costs of purchasing or holding  the
Series  B Preferred or on amounts receivable by it in respect  of
the Series B Preferred and of the additional amounts required  to
compensate the Holder in respect of any Additional Amounts, shall
be  prima  facie  valid  provided that  such  determinations  and
allocations are made on a reasonable basis.


     C.    PRIORITY.  Any and all dividends payable on the Series
B  Preferred shall be paid in preference and in priority  to  the
payment  of  dividends or distributions on any Junior Shares.  So
long  as  any  Series  B  Preferred shares  are  outstanding,  no
dividends  whatever  shall be paid or  declared,  nor  shall  any
distribution be made, on any Junior Shares, other than a dividend
or   distribution  payable  in  Junior  Shares,  nor  shall   the
Corporation or any subsidiary of the Corporation purchase, redeem
or  otherwise  acquire  for a consideration  any  Junior  Shares,
unless  full  cumulative dividends have been or contemporaneously
are  declared and paid, or declared and a sum sufficient for  the
payment thereof set apart for such payment, on the Series B Preferred for
<PAGE>
all  Payment  Periods  terminating on or prior  to  the  date  of
payment of such purchase, redemption or acquisition.

2.   LIQUIDATION RIGHTS.

     A.   GENERALLY. In the event of any liquidation, dissolution
or   winding   up  of  the  Corporation,  whether  voluntary   or
involuntary,  before any amount shall be paid to the  holders  of
any Junior Shares, the Holder of the Series B Preferred shall  be
paid  first  out of the assets of the Corporation  available  for
distribution to holders of its capital stock an amount per  share
equal  to,  but  not  exceeding, (i)  the  Conversion  Value,  as
appropriately  adjusted  to  reflect  any  stock   split,   stock
dividend,  combination, recapitalization  and  the  like  of  the
Series  B  Preferred, plus (ii) all accrued but unpaid  dividends
(including  any interest accrued thereon calculated  through  the
date  of  liquidation (the "Liquidation Date")).   If,  upon  the
occurrence  of  a  liquidation, dissolution or  winding  up,  the
assets  and  funds  thus  distributed  to  the  Holder  shall  be
insufficient  to  permit the payment to the Holder  of  its  full
liquidation preferences, then the entire assets and funds of  the
Corporation legally available for distribution to the holders  of
capital  stock  (other than Senior Shares) shall  be  distributed
ratably to the Holder and the holders of any Parity Shares.
          
     B.    EVENTS  DEEMED  A LIQUIDATION.  For purposes  of  this
SECTION 2, the Holder may elect to have treated as a liquidation,
dissolution or winding up of the Corporation the consolidation or
merger  of the Corporation with or into any other corporation  or
the sale or other transfer in a single transaction or a series of
related transactions of all or substantially all of the assets of
the  Corporation, or any other reorganization of the Corporation,
unless  the stockholders of the Corporation immediately prior  to
any  such  transaction are holders of a majority  of  the  voting
securities  of the surviving or acquiring corporation immediately
thereafter   (and   for  purposes  of  this  calculation   equity
securities  which  any  stockholder  or  the  Corporation   owned
immediately   prior  to  such  merger  or  consolidation   as   a
stockholder  of  another  party  to  the  transaction  shall   be
disregarded).

     C.    PRIORITY.   Any  amounts  payable  on  the  Series   B
Preferred in the event of any liquidation, dissolution or winding
up of the Corporation shall be paid in preference and in priority
to the payment of any amounts payable on Junior Shares.

3.    CONVERSION.   The Holder has conversion rights  as  follows
(the "Conversion Rights"):
          
     A.    RIGHT TO CONVERT.  Upon each of the following to occur
from  time to time: (i) August 31, 1997, and for 10 Business Days
thereafter;  (ii)  the first day of each fiscal  quarter  of  the
Corporation occurring after August 31, 1997, and for 10  Business
Days  after the first day of each such fiscal quarter; (iii)  the
expiration  of  ten  days after the occurrence  of  an  Event  of
Noncompliance under the Stock Purchase Agreement that is not then
cured,  and  at  any time thereafter; (iv) any dividends  on  the
Series  B  Preferred  becoming  in  arrears,  and  at  any   time
thereafter; (v) the Corporation no longer holding more  than  50%
of the outstanding stock and assets of any of Ponderosa Holdings,
Inc., Oxford Life Insurance Company or Republic Western Insurance
Company,  and at any time thereafter; or (vi) the Corporation  or
any  of  its subsidiaries completing any Excess Equity  Offering,
and at any time thereafter, then each share of Series B Preferred
shall be convertible, at the option of the Holder, into either:
     
<PAGE>
          i.    the number of fully paid and nonassessable shares
of   Series  B  Common  Stock  that  results  from  dividing  the
Conversion  Price per share in effect at the time  of  conversion
into  the per share Conversion Value but no more than the maximum
amount authorized and available for issuance; or
          
          ii.  all of the shares of capital stock of Picacho then
outstanding.

Upon  conversion,  all  accrued but unpaid  dividends  (including
interest accrued thereon calculated as of the Conversion Date) on
the  Series  B  Preferred shall be paid in cash,  to  the  extent
permitted by applicable law.
          
     B.    CONVERSION  PRICE AND CONVERSION VALUE.   The  initial
Conversion  Price of the Series B Preferred shall be  $25.00  per
share, and the initial Conversion Value of the Series B Preferred
shall  be  $1,000.00 per share.  The initial Conversion Price  of
the  Series B Preferred shall be subject to adjustment from  time
to time as provided in SECTION 3(D).

     C.    MECHANICS  OF CONVERSION.  To convert  any  shares  of
Series B Preferred, the Holder shall surrender the certificate or
certificates therefor, duly endorsed, at the principal office  of
the  Corporation, or notify the Corporation in writing that  such
certificates  have been lost, stolen or destroyed  and  agree  to
indemnify  the  Corporation  from any  loss  incurred  by  it  in
connection with such certificates, and shall give written  notice
(the  "Conversion Notice") to the Corporation at such office that
the  Holder  elects to convert the same, specifying  whether  the
Series  B  Preferred  shares are to be converted  into  Series  B
Common  Stock or shares of Picacho.  As soon as practicable  (but
not  more  than one Business Day) after such delivery,  or  after
such  notification, the Corporation shall issue  and  deliver  at
such  office  to the Holder, unless the Corporation  shall  elect
instead  to redeem the Series B Preferred as provided in  SECTION
5:

          i.     A certificate or certificates for the number  of
shares of Series B Common Stock to which the Holder shall be enti
tled  if the Holder has elected to convert the Series B Preferred
into Series B Common Stock; or
          
          ii.   A  certificate or certificates  for  all  of  the
outstanding  shares  of  Picacho, if the Holder  has  elected  to
convert the Series B Preferred into Picacho stock;

and,  in either case, a check payable to the Holder in the amount
of  any accrued or declared but unpaid dividends payable pursuant
to  SECTION 1, if any.  Such conversion shall be deemed  to  have
been  made immediately prior to the close of business on the date
of  such  surrender  of the shares of Series B  Preferred  to  be
converted  or  of the notification of lost certificates  and  the
persons  entitled to shares of Series B Common Stock  or  Picacho
stock  issuable  upon such conversion shall be  treated  for  all
purposes as the record holder or holders of such shares  on  such
date  (the  "Conversion Date").  In the  event  of  a  notice  of
redemption  of  any  shares of Series  B  Preferred  pursuant  to
SECTION 5, the Conversion Rights shall terminate at the close  of
business  on  the  Redemption Date, unless  default  is  made  in
payment  of  the  redemption price, in which case the  Conversion
Rights for such shares shall continue until such payment.
<PAGE>
     D.   ADJUSTMENTS TO CONVERSION PRICE.

                i.       ADJUSTMENT  OF  CONVERSION  PRICE.   The
Conversion  Price of the Series B Preferred shall be adjusted  if
the Corporation issues or is deemed to issue Additional Shares of
Common Stock for a consideration per share that is less than  the
Conversion Price for the Series B Preferred in effect on the date
of, and immediately prior to, such issue or deemed issue.

              ii.    DEEMED ISSUE OF ADDITIONAL SHARES OF  COMMON
STOCK.  If the Corporation at any time or from time to time after
the  date  of  this Certificate issues any Options or Convertible
Securities  or  shall fix a record date for the determination  of
holders  of any class of securities entitled to receive any  such
Options  or  Convertible Securities, then the maximum  number  of
shares  (as set forth in the instrument relating thereto  without
regard  to  any  provisions contained therein  for  a  subsequent
adjustment  of  such number) of Common Stock  issuable  upon  the
exercise   of  such  Options  or,  in  the  case  of  Convertible
Securities and Options therefor, the exercise of such Options and
conversion or exchange of such Convertible Securities,  shall  be
deemed  to be Additional Shares of Common Stock issued as of  the
time of such issue or, in case such a record date shall have been
fixed,  as of the close of business on such record date, provided
that  Additional Shares of Common Stock shall not  be  deemed  to
have  been  issued unless the consideration per share (determined
pursuant to SECTION 3(D)(IV)) of such Additional Shares of Common
Stock  would be less than the Conversion Price in effect  on  the
date of and immediately prior to such issue, or such record date,
as the case may be, and provided further that in any such case in
which Additional Shares of Common Stock are deemed to be issued:

               (1)  except as provided in SECTION 3(D)(II)(2), no
further adjustment in the Conversion Price shall be made upon the
subsequent  issue of Convertible Securities or shares  of  Common
Stock upon the exercise of such Options or conversion or exchange
of such Convertible Securities;

               (2)  if such Options or Convertible Securities  by
their  terms provide, with the passage of time or otherwise,  for
any  change  in the consideration payable to the Corporation,  or
change in the number of shares of Common Stock issuable, upon the
exercise, conversion or exchange thereof (other than under or  by
reason  of provisions designed to protect against dilution),  the
Conversion  Price  computed upon the original issue  thereof  (or
upon  the  occurrence of a record date with respect thereto)  and
any  subsequent adjustments based thereon, shall, upon  any  such
increase or decrease becoming effective, be recomputed to reflect
such  increase or decrease insofar as it affects such Options  or
the  rights  of  conversion or exchange  under  such  Convertible
Securities; and

               (3)   no readjustment pursuant to clause (2) above
shall have the effect of increasing the Conversion Price.

            iii.     ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE
OF  ADDITIONAL  SHARES OF COMMON STOCK.  Except  as  provided  by
SECTION  3(D)(II)(2),  in the event the Corporation  shall  issue
Additional Shares of Common Stock (including Additional Shares of
Common  Stock  deemed to be issued pursuant to SECTION  3(D)(II))
without consideration or for a consideration per share less
<PAGE>
than the Conversion Price of the Series B Preferred in effect  on
the date of and immediately prior to such issue, then and in each
such  event the Conversion Price of the Series B Preferred  shall
be reduced to the price (calculated to the nearest cent) at which
the Additional Shares of Common Stock are issued.

             iv.    DETERMINATION OF CONSIDERATION.  For purposes
of   this  SECTION  3(D),  the  consideration  received  by   the
Corporation  for  the issue of any Additional  Shares  of  Common
Stock  shall be determined after payment of all commissions  paid
or  discounts  given  in connection with the issuance  or  deemed
issuance of the shares and shall be computed as follows:

               (1)  CASH AND PROPERTY:  Such consideration shall:
                    -----------------
                    (a)   insofar  as  it consists  of  cash,  be
computed  at  the  aggregate  amount  of  cash  received  by  the
Corporation;

                    (b)  insofar as it consists of property other
than  cash, be computed at the fair value thereof at the time  of
such  issue, as determined by the Board of Directors in the  good
faith exercise of its reasonable business judgment; and

                    (c)  in the event Additional Shares of Common
Stock  are  issued  together with other shares or  securities  or
other  assets  of the Corporation for consideration  that  covers
both, be the proportion of such consideration so received for the
Additional  Shares  of  Common Stock,  computed  as  provided  in
clauses  (a)  and  (b)  above,  as determined  by  the  Board  of
Directors  in the good faith exercise of its reasonable  business
judgment.

               (2)   OPTIONS  AND  CONVERTIBLE  SECURITIES.   The
consideration   per  share  received  by  the   Corporation   for
Additional  Shares  of Common Stock deemed to  have  been  issued
pursuant to SECTION 3(D)(II), relating to Options and Convertible
Securities, shall be determined by dividing:

                    (a)   the  total amount, if any, received  or
receivable by the Corporation as consideration for the  issue  of
such   Options  or  Convertible  Securities,  plus  the   minimum
aggregate amount of additional consideration (as set forth in the
instruments  relating thereto, without regard  to  any  provision
contained   therein   for  a  subsequent   adjustment   of   such
consideration)  payable to the Corporation upon the  exercise  of
such  Options  or the conversion or exchange of such  Convertible
Securities, or in the case of Options for Convertible Securities,
the  exercise of such Options for Convertible Securities and  the
conversion or exchange of such Convertible Securities, by

                    (b)   the maximum number of shares of  Common
Stock  (as set forth in the instruments relating thereto, without
regard  to  any  provision  contained therein  for  a  subsequent
adjustment  of  such number) issuable upon the exercise  of  such
Options  or  the  conversion  or  exchange  of  such  Convertible
Securities.

              v.    OTHER ADJUSTMENTS.
<PAGE>
                    (a)     SUBDIVISIONS,    COMBINATIONS,     OR
CONSOLIDATIONS  OF  SERIES B COMMON  STOCK.   In  the  event  the
outstanding  shares of Series B Common Stock shall be subdivided,
combined   or  consolidated,  by  stock  split,  stock  dividend,
combination  or  like event, into a greater or lesser  number  of
shares  of  Series B Common Stock, the Conversion  Price  of  the
Series   B  Preferred  in  effect  immediately  prior   to   such
subdivision, combination, consolidation or stock dividend  shall,
concurrently  with  the effectiveness of such subdivision,  combi
nation  or consolidation, be proportionately adjusted to  achieve
the  result that, upon conversion of the Series B Preferred  into
Series  B  Common Stock, the Holder shall receive, as  nearly  as
possible,  the  same  percentage of  the  outstanding  shares  of
Series  B  Common  Stock  that it would have  had  the  Series  B
Preferred  been converted immediately prior to such  subdivision,
combination or consolidation.

                    (b)   RECLASSIFICATIONS.  In the case, at any
time   after  the  date  of  this  Certificate,  of  any  capital
reorganization  or  any reclassification  of  the  stock  of  the
Corporation (other than as a result of a subdivision, combination
or  consolidation of shares), or the consolidation or  merger  of
the  Corporation  with  or  into another  person  (other  than  a
consolidation  or  merger (A) in which  the  Corporation  is  the
continuing entity and that does not result in any change  in  the
Common Stock or (B) that is treated as a liquidation pursuant  to
SECTION 2(B)), the Conversion Price shall be adjusted so that the
shares   of   the   Series   B  Preferred   shall,   after   such
reorganization,  reclassification, consolidation  or  merger,  be
convertible into the kind and number of shares of stock or  other
securities or property of the Corporation or otherwise  to  which
the  Holder would have been entitled if immediately prior to such
reorganization, reclassification, consolidation or merger if  the
Holder  had  converted the shares of the Series B Preferred  into
Series  B Common Stock.  The provisions of this CLAUSE 3(D)(V)(B)
shall    similarly    apply   to   successive    reorganizations,
reclassifications, consolidations or mergers.

     E.    NO  ADJUSTMENTS TO CONVERSION VALUE.  The  Corporation
shall not effect any stock split, stock dividend, combination  or
recapitalization  of the Series B Preferred and,  therefore,  the
Conversion Value of the Series B Preferred will not be adjusted.

     F.    CERTIFICATE AS TO ADJUSTMENTS.  Upon the occurrence of
each  adjustment or readjustment of the Conversion Price  of  the
Series B Preferred pursuant to this SECTION 3, the Corporation at
its   expense   shall   promptly  compute  such   adjustment   or
readjustment in accordance with the terms of this Certificate and
furnish to the Holder a certificate setting forth such adjustment
or  readjustment and showing in detail the facts upon which  such
adjustment or readjustment is based.  The Corporation shall, upon
the  written request at any time of the Holder, furnish or  cause
to  be  furnished to the Holder a like certificate setting  forth
(i) such adjustments and readjustments, (ii) the Conversion Price
of  the  Series B Preferred at the time in effect, and (iii)  the
number of shares of Series B Common Stock and the amount, if any,
of  other  property which at the time would be received upon  the
conversion of the Series B Preferred.

     G.    STATUS  OF  CONVERTED STOCK.  In case  any  shares  of
Series B Preferred shall be converted pursuant to SECTION 3,  the
shares  so  converted shall be canceled, shall not be  reissuable
and shall cease to be a part of the outstanding capital stock  of
the Corporation.

     H.   FRACTIONAL SHARES.  In lieu of any fractional shares of
Series B
<PAGE>
Common  Stock  to which the Holder  would otherwise  be  entitled
upon  conversion, the Corporation shall pay cash  equal  to  such
fraction  multiplied by the fair market value  of  one  share  of
Series B Common Stock as determined by the Board of Directors  in
the good faith exercise of its reasonable business judgment.

     I.   MISCELLANEOUS.

          i.    All  calculations under this SECTION 3  shall  be
made  to the nearest cent or to the nearest one hundredth (1/100)
of a share, as the case may be.

          ii.   The Holder shall have the right to challenge  any
determination  by  the Board of Directors of  fair  market  value
pursuant  to this SECTION 3, in which case such determination  of
fair  market  value  shall  be made by an  independent  appraiser
selected  jointly by the Board of Directors and the  Holder,  the
cost of such appraisal to be borne equally by the Corporation and
the Holder.

          iii.  No  adjustment  in the Conversion  Price  of  the
Series  B Preferred need be made if such adjustment would  result
in  a  change  in such Conversion Price of less than  $0.01.  Any
adjustment  of less than $0.01 that is not made shall be  carried
forward  and shall be made at the time of and together  with  any
subsequent adjustment that, on a cumulative basis, amounts to  an
adjustment of $0.01 or more in such Conversion Price.

     J.    RESERVATION  OF STOCK ISSUABLE UPON  CONVERSION.   The
Corporation shall at all times reserve and keep available out  of
its  authorized  but unissued shares of Series  B  Common  Stock,
solely  for the purpose of effecting the conversion of the shares
of  Series  B  Preferred, such number of its shares of  Series  B
Common  Stock as shall from time to time be sufficient to  effect
the  conversion of all outstanding shares of Series B  Preferred.
If  at  any time the number of authorized but unissued shares  of
Series  B  Common  Stock shall not be sufficient  to  effect  the
conversion  of all then outstanding shares of Series B Preferred,
the  Corporation will take such corporate action as may,  in  the
opinion  of  its counsel, be necessary to increase its authorized
but  unissued shares of Series B Common Stock to such  number  of
shares as shall be sufficient for such purpose.

4.   VOTING RIGHTS.

     A.    Except  as  otherwise required by law  and  SUBSECTION
4(B), the Holder shall have no voting rights with respect to  the
Series B Preferred.

     B.    So long as any of the shares of Series B Preferred are
outstanding, the written consent of the Holder shall be necessary
for   authorizing,   affecting  or  validating   the   amendment,
alteration, or repeal of any of the provisions of the Articles of
Incorporation of the Corporation or of any certificate amendatory
thereof  or  supplemental thereto (including any  certificate  of
amendment  or  any  similar document relating to  any  series  of
preferred   stock)  that  would  adversely  affect  the   powers,
preferences,  or  special  rights  of  the  Series  B  Preferred,
including  the creation or authorization of any class  of  Senior
Shares  or  Parity  Shares.  Any amendment or any  resolution  or
action of the Board of Directors that would create or
<PAGE>
issue any series of Junior Shares out of the authorized shares of
preferred  stock, or that would authorize, create, or  issue  any
other  Junior  Shares (whether or not already authorized),  shall
not be considered to affect adversely the powers, preferences, or
special  rights  of  the  outstanding  shares  of  the  Series  B
Preferred.

5.   REDEMPTION.

     A.    OPTIONAL  REDEMPTION.   If the  Holder  exercises  its
Conversion  Rights  pursuant  to  SECTION  3,  then  instead   of
effecting the conversion, the Corporation may, by giving  written
notice  to  the Holder (a "Notice of Redemption") not later  than
one Business Day after receiving the Conversion Notice, elect  to
redeem  all  (but  not less than all) of the Series  B  Preferred
outstanding on the Redemption Date.

     B.   REDEMPTION VALUE.  Upon any redemption of the Series  B
Preferred,  the  Corporation  shall  pay  out  of  funds  legally
available  therefor  in  cash  a  sum  per  share  equal  to  the
Conversion  Value,  together  with (i)  all  accrued  but  unpaid
dividends (including any interest accrued thereon) calculated  as
of  the  Redemption Date, (ii) if the Redemption Date is  a  date
other than the last day of a Payment Period, the Interim Payment;
and  (iii)  all  other  costs, fees,  expenses,  or  amounts  the
Corporation  is  required to pay Holder  pursuant  to  the  Stock
Purchase  Agreement, regardless of the reason for such redemption
or  such  costs,  fees,  expenses, or amounts  (collectively  the
"Redemption Value").

     C.    NOTICE OF REDEMPTION.  Any Notice of Redemption  given
by  the  Corporation shall be delivered to the Holder,  notifying
the  Holder  of  the redemption to be effected.   The  Notice  of
Redemption shall:

          i.    State  that  the  Series B  Preferred  is  to  be
redeemed;

          ii.   Specify the date (the "Redemption Date") on which
the Series B Preferred is to be redeemed, which shall be not more
than  ten  Business  Days  following  the  date  the  Corporation
receives the Conversion Notice from the Holder;

          iii.  Request  wire transfer or other instructions  for
the payment of the Redemption Value.

     D.    TRANSFER INSTRUCTIONS.  Not less than one Business Day
after  delivery  of the Notice of Redemption,  the  Holder  shall
provide  the  Corporation with instructions  for  wire  or  other
transfer of the Redemption Value to the Holder.

     E.   COMPLETING THE REDEMPTION.  On the Redemption Date:

          i.    The Holder shall surrender to the Corporation  at
the principal offices of the Corporation the Holder's certificate
or certificates representing the shares to be redeemed or provide
a  notice  to  the Corporation in writing that such  certificates
have been lost, stolen or destroyed and that the Holder agrees to
indemnify  the  Corporation  from any  loss  incurred  by  it  in
connection with such certificates; and
<PAGE>
          ii.  The Corporation shall pay the Redemption Value  to
the  Holder  by wire or other transfer acceptable to the  Holder,
and  thereupon  each  surrendered or lost  certificate  shall  be
canceled.

     F.    LACK OF LEGALLY AVAILABLE FUNDS.  If the funds of  the
Corporation  legally available for redemption  of  the  Series  B
Preferred  are insufficient to redeem the total number of  shares
of  Series  B Preferred required to be redeemed on the Redemption
Date, then, at the Holder's election in its sole discretion,  the
Corporation either shall redeem that number of shares of Series B
Preferred  for which the Corporation has funds legally  available
or shall not redeem any of the Series B Preferred.

     G.    EFFECT  OF REDEMPTION.  From and after the payment  of
the  Redemption Value, all rights of the Holder shall cease  with
respect  to such shares, and such shares shall not thereafter  be
transferred  on the books of the Corporation or be deemed  to  be
outstanding for any purpose whatsoever.

6.    NOTICES OF RECORD DATE.  In the event of any taking by  the
Corporation of a record of the holders of any class of securities
for  the  purpose  of  determining the holders  thereof  who  are
entitled to receive any dividend or other distribution, any right
to  subscribe  for, purchase or otherwise acquire any  shares  of
stock  of  any class or any other securities or property,  or  to
receive any other right, the Corporation shall notify the Holder,
at  least  10 days prior to the date specified therein, a  notice
specifying the date on which any such record is to be  taken  for
the  purpose  of  such dividend, distribution or right,  and  the
amount and character of such dividend, distribution or right.

7.    NOTICES.  All notices and other communications provided for
in  this  Certificate  shall be given  or  made  in  writing  and
telecopied, mailed by certified mail return receipt requested  or
delivered to the intended recipient at such address as  shall  be
designated  by  such  person in a notice to each  other  relevant
person given in accordance with this Section, in addition to  any
other   notices   that  may  be  required  by  law.    All   such
communications  shall  be deemed to have  been  duly  given  when
transmitted  by  telecopy, subject to telephone  confirmation  of
receipt, or when personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as provided
herein.

8.    WAIVER  OF JURY TRIAL.  TO THE FULLEST EXTENT PERMITTED  BY
APPLICABLE LAW, THE CORPORATION HEREBY IRREVOCABLY AND  EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR
COUNTERCLAIM  (WHETHER BASED UPON CONTRACT, TORT,  OR  OTHERWISE)
ARISING OUT OF OR RELATING TO THE SERIES B PREFERRED SHARES,  THE
STOCK PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY
OR  THE ACTIONS OF THE HOLDER IN THE NEGOTIATION, ADMINISTRATION,
OR ENFORCEMENT THEREOF.

9.    INTEREST.   Any  amounts required to  be  paid  under  this
Certificate  that are not paid on the first day such payment  may
be made and any dividends in
<PAGE>
arrears shall bear interest from that date at the lesser  of  (a)
the Maximum Rate or (b) the sum of four percent plus the rate per
annum  publicly announced from time to time by NationsBank,  N.A.
as its prime rate in effect at its principal office in Charlotte,
North Carolina.

10.   MAXIMUM  RATE.  Notwithstanding anything  to  the  contrary
contained  herein, in the event the Series B Preferred  shall  be
deemed  to  be  debt  instead of equity, no  provisions  of  this
Certificate shall require the payment or permit the collection of
interest  in  excess  of  the Maximum Rate.   If  any  excess  of
interest  in such respect shall be adjudicated to be so  provided
in this Certificate or otherwise in connection with the Series  B
Preferred,  the  provisions of this paragraph  shall  govern  and
prevail,  and  neither  the Corporation  nor  the  successors  or
assigns  of the Corporation shall be obligated to pay the  excess
amount  of  such  interest, or any other  excess  sum  paid  with
respect  to the Series B Preferred.  If, for any reason, interest
in  excess of the Maximum Rate shall be deemed charged,  required
or  permitted  by any court of competent jurisdiction,  any  such
excess  shall  be  applied  as a payment  and  reduction  of  the
principal of indebtedness deemed to be evidenced by the Series  B
Preferred;  and,  if such principal has been paid  in  full,  any
remaining excess shall forthwith be paid to the Corporation.   In
determining  whether or not the interest paid or  payable  exceed
the  Maximum Rate, the Corporation and the Holder shall,  to  the
extent   permitted  by  applicable  law,  (i)  characterize   any
nonprincipal payment as an expense, fee, or premium  rather  than
as  interest, (ii) exclude voluntary prepayments and the  effects
thereof  and  (iii) amortize, prorate, allocate,  and  spread  in
equal  or  unequal parts the total amount of interest  throughout
the entire term of the indebtedness deemed to be evidenced by the
Series  B  Preferred so that the interest for the  entire  period
does not exceed the Maximum Rate.

11.  DEFINITIONS.

     a.    Capitalized  terms used in this  Certificate  and  not
otherwise defined have the meanings given to those terms  in  the
Series  B  Stock  Purchase Agreement between the Corporation  and
Blue Ridge Investments, LLC, dated August 30, 1996.

     b.   "Additional Amounts" means such amounts, if any, as are
necessary  to  compensate  the Holder for any costs  incurred  by
Holder which the Holder determines are attributable, directly  or
indirectly, to its purchase or holding of the Series B  Preferred
or  any  reduction in any amount receivable by the  Holder  as  a
holder  of  the Series B Preferred to the extent such  costs  and
reductions  in  amount are not reflected in any dividends,  fees,
reimbursements or other amounts received by the Holder  hereunder
or  under  the Stock Purchase Agreement, resulting  from  (i)  an
increase (over the dividend rate paid hereunder) in the  cost  of
funding  the  purchase  of the Series B Preferred,  or  (ii)  any
Regulatory Change which:
        (A)      changes  the basis of taxation  of  any  amounts
     payable  generally  to  NationsBank under  Eurodollar  loans
     (other  than  taxes  imposed on the overall  net  income  of
     NationsBank or its applicable lending office for any of such
     loans  by  the  jurisdiction in which  NationsBank  has  its
     principal office or such applicable lending office);

        (B)     imposes or modifies any reserve, special deposit,
     minimum  capital,  capital  ratio,  or  similar  requirement
     relating to any extensions of credit or other assets of,  or
     any  deposits  with or other liabilities or commitments  of,
     NationsBank  (including any of such loans  or  any  deposits
     referred to in the definition of "Floating Rate" herein); or
<PAGE>
        (C)      imposes any other condition generally  affecting
     loans by NationsBank or any of such extensions of credit  or
     liabilities or commitments.
     
     c.   "Additional Shares of Common Stock" means all shares of
Common Stock issued (or, pursuant to SECTION 3(D)(II), deemed  to
be issued) by the Corporation after the date of this Certificate,
other than shares of Common Stock issued or issuable:

          i.   upon conversion of shares of Series B Preferred;

          ii.   as  a  dividend  or  distribution  on  Series   B
Preferred;

          iii. in a transaction described in SECTION 3(D)(V);

          iv.  by way of dividend or other distribution on shares
of Common Stock excluded from the definition of Additional Shares
of Common Stock.

     d.   "Affiliate" has the meaning given that term in Rule 405
promulgated by the Securities and Exchange Commission  under  the
Securities Act.

     e.    "Business  Day" means (a) any day on which  commercial
banks are not authorized or required to close in Charlotte, North
Carolina  and  (b)  with  respect to all  payments,  Conversions,
Payment  Periods, and notices, any day which is  a  Business  Day
described  in clause (a) above and which is also a day  on  which
dealings  in  dollar  deposits are  carried  out  in  the  London
interbank market.

     f.   "Common Stock" means shares of the Corporation's common
stock,  par value $0.25 per share, serial common stock, or  other
securities  entitled  generally  to  vote  in  the  election   of
directors of the Corporation.

     g.    "Conversion  Date" has the meaning  given  in  SECTION
3(C).

     h.    "Conversion Notice" has the meaning given  in  SECTION
3(C).
     
     i.    "Conversion  Price" has the meaning given  in  SECTION
3(B).
     
     j.    "Conversion  Value" has the meaning given  in  SECTION
3(B).

     k.     "Convertible  Securities"  means  any  evidences   of
indebtedness,  shares  or other securities  convertible  into  or
exchangeable for Common Stock, except the Series B Preferred.

     l.   "Corporation" means AMERCO, a Nevada corporation.

     m.    "Excess  Equity Offering" means any offer or  sale  of
equity  securities of the Corporation or any of its subsidiaries,
whether  public  or private, after the date of this  Certificate,
other than (i) the offer and sale of Series B Preferred issued to
Holder, (ii) the offer and sale by the
<PAGE>
Corporation  of  up  to $125,000,000 of equity  securities  in  a
single  transaction  occurring on or before March  1,  1997,  and
(iii)  issuances  of  equity  securities  to  employees  of   the
Corporation  or  its  subsidiaries pursuant to  written  employee
benefit  plans  existing on the date of this Certificate  in  the
maximum amount permitted under such plans or arrangements on  the
date of this Certificate.

     n.   "Floating Rate" means, for any Payment Period, the rate
per  annum that is the lesser of (x) the sum of (i) two and  one-
quarter  percent  (2.25%), and (ii) the rate per  annum  (rounded
upwards,  if necessary, to the nearest 1/100 of 1%) appearing  on
Telerate  Page  3750  (or  any  successor  page)  as  the  London
interbank  offered rate for deposits in Dollars at  approximately
11:00 a.m. (London time) two Business Days prior to the first day
of  such  Payment  Period for a term comparable to  such  Payment
Period, or if for any reason such rate is not available, the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) appearing on Reuters Screen LIBO Page (or any successor page)
as  the London interbank offered rate for deposits in Dollars  at
approximately 11:00 a.m. (London time) two Business Days prior to
the  first  day  of such Payment Period for a term comparable  to
such Payment Period; provided, however, if more than one rate  is
specified on Reuters Screen LIBO Page, the applicable rate  shall
be  the  arithmetic mean of all such rates, or  (y)  the  Maximum
Rate.  Dividends shall be computed on the basis of a year of  360
days  and the actual number of days elapsed (including the  first
day  but excluding the last day) during the Payment Period unless
such  calculation  would  result in the dividends  exceeding  the
Maximum Rate, in which case dividends shall be calculated on  the
basis  of  a  year  of  365 or 366 days,  as  the  case  may  be.
Notwithstanding the first sentence of this paragraph, if  at  any
time the dividend is limited by the terms of this Certificate  to
the  Maximum Rate, then any subsequent reduction in the  Floating
Rate  shall not reduce the dividend below the Maximum Rate  until
the  aggregate  amount of dividends accrued equals the  aggregate
amount  of  dividends which would have accrued on  the  Series  B
Preferred if the dividend specified in the first sentence of this
paragraph had at all times been in effect.

     o.    "Holder" means the holder or holders of record of  the
Series B Preferred.

     p.   "Interim Payment" means such amount or amounts as shall
be  sufficient  to compensate the Holder for any loss,  cost,  or
expense  incurred  by the Holder as a result of  any  payment  or
prepayment for any reason on a date other than the last day of  a
Payment  Period.   Without limiting the effect of  the  preceding
sentence, such compensation shall include an amount equal to  the
excess,  if  any, of (i) the amount of dividends which  otherwise
would  have  accrued  on the Conversion Value  of  the  Series  B
Preferred  redeemed  from  the  period  from  the  date  of  such
redemption  to  the  last  day  of  the  Payment  Period  at  the
applicable rate of dividends for such Series B Preferred provided
for  herein, over (ii) the interest component of the  amount  the
Holder  would have bid in the London interbank market for  dollar
deposits of leading banks in amounts comparable to the Conversion
Value  of the Series B Preferred redeemed and with the maturities
comparable to the applicable Payment Period.

     q.    "Junior Shares" means all classes and series of shares
that,   by   the   terms   of  the  Corporation's   Articles   of
Incorporation, or by law, shall be subordinate to  the  Series  B
Preferred  with  respect to the right of the holders  thereof  to
receive  dividends  and  to participate  in  the  assets  of  the
Corporation  distributable to shareholders upon any  liquidation,
dissolution or winding-up of the Corporation.
<PAGE>
     r.    "Liquidation  Date" has the meaning given  in  SECTION
2(A).
     
     s.    "Maximum  Rate" means the maximum rate of  nonusurious
interest  permitted  from  day to  day  by  applicable  law,  and
calculated  after taking into account any and all relevant  fees,
payments,  and other charges contracted for, charged or  received
which are deemed to be interest under applicable law.

     t.   "NationsBank" means NationsBank Corporation, a Delaware
corporation.
     
     u.     "Options"  means  rights,  options  or  warrants   to
subscribe for, purchase or otherwise acquire either Common  Stock
or Convertible Securities, other than the Series B Preferred.

     v.    "Parity Shares" means all classes and series of shares
that,   by   the   terms   of  the  Corporation's   Articles   of
Incorporation, or by law, shall be on parity with  the  Series  B
Preferred  with  respect to the right of the holders  thereof  to
receive  dividends  and  to participate  in  the  assets  of  the
Corporation  distributable to shareholders upon any  liquidation,
dissolution or winding-up of the Corporation.

     w.    "Payment Period" means each period commencing  on  the
date any shares of Series B Preferred are first issued or, in the
case of each subsequent, successive Payment Period, the last  day
of   the  next  preceding  Payment  Period,  and  ending  on  the
numerically  corresponding  day in the  first,  second  or  third
calendar  month thereafter, as the Holder may select  by  written
notice  to  the  Corporation at least three days before  the  the
commencement of the applicable Payment Period, except  that  each
such Payment Period which commences on the last Business Day of a
calendar  month (or on any day for which there is no  numerically
corresponding  day in the appropriate subsequent calendar  month)
shall  end on the last Business Day of the appropriate subsequent
calendar month.  Notwithstanding the foregoing:  (a) each Payment
Period which would otherwise end on a day which is not a Business
Day  shall end on the next succeeding Business Day (or,  if  such
succeeding  Business  Day falls in the next  succeeding  calendar
month,  on  the  next preceding Business Day);  (b)  any  Payment
Period  which  would otherwise extend beyond a  Conversion  Date,
Redemption  Date or Liquidation Date shall end on the  Conversion
Date,  Redemption  Date or Liquidation Date, as appropriate;  and
(c)  no Payment Period shall have a duration of less than one (1)
month.  If Holder shall fail to give the Corporation a notice  of
the  length  of  a Payment Period prior to the end  of  the  then
current  Payment Period, such Payment Period shall  automatically
be  continued on the last day thereof as Payment Period having  a
term of one month.

     x.    "Picacho" means Picacho Peak Investment Co., a  Nevada
corporation.

     y.    "Redemption  Date" has the meaning  given  in  SECTION
5(C).

     z.    "Regulatory Change" means any change after the date of
this  Certificate in United States federal, state or foreign laws
or  regulations (including Regulation D of the Board of Governors
of  the  Federal  Reserve System as the same may  be  amended  or
supplemented from time to time) or the
<PAGE>
adoption  or  making  after  such date  of  any  interpretations,
directives  or  requests  applying to  a  class  of  institutions
including  NationsBank  of or under any  United  States  federal,
state  or foreign laws or regulations (whether or not having  the
force  of law) by any court or governmental or monetary authority
charged with the interpretation or administration thereof.

     aa.  "Senior Shares" means all classes and series of shares,
including  the Corporation's Series A 8 1/2% Preferred Stock,  that,
by  the terms of the Corporation's Articles of Incorporation,  or
by law, shall be senior to the Series B Preferred with respect to
the  right  of  the holders thereof to receive dividends  and  to
participate  in  the assets of the Corporation  distributable  to
shareholders  upon any liquidation, dissolution or winding-up  of
the Corporation.

     bb.   "Series  B  Common Stock" means the  Series  B  common
stock, $0.25 par value per share, of the Corporation.

     cc.   "Stock  Purchase Agreement" means the Series  B  Stock
Purchase  Agreement  between  the  Corporation  and  Blue   Ridge
Investments, LLC, dated August 30, 1996.