<PAGE> 1

           UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                               FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

           For the quarterly period ended December 31, 1995

                                  OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission      Registrant, State of Incorporation     I.R.S. Employer
File Number       Address and Telephone Number       Identification No.
_______________________________________________________________________

  0-7862          AMERCO                                 88-0106815
                  (A Nevada Corporation)
                  1325 Airmotive Way, Ste. 100
                  Reno, Nevada  89502-3239
                  Telephone (702) 688-6300


  2-38498         U-Haul International, Inc.             86-0663060
                  (A Nevada Corporation)
                  2727 N. Central Avenue
                  Phoenix, Arizona 85004
                  Telephone (602) 263-6645

Indicate by check mark whether the registrant (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period
that  the  registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ].

27,028,428 shares of AMERCO Common Stock, $0.25 par value and 5,762,495
shares  of  AMERCO  Series  A  common  stock,  $0.25  par  value   were
outstanding at February 14, 1996.

5,385  shares  of  U-Haul International, Inc. Common Stock,  $0.01  par
value,  were  outstanding at February 14, 1996.   U-Haul  International,
Inc. meets the conditions set forth in General Instruction H(1)(a)  and
(b)  of  Form  10-Q and is therefore filing this form with the  reduced
disclosure format.

<PAGE> 2
                          TABLE OF CONTENTS



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

         a)  Consolidated Balance Sheets as of December 31, 1995,
             March 31, 1995 and December 31, 1994.....................    4

         b)  Consolidated Statements of Earnings for the
             Nine Months ended December 31, 1995 and 1994..............    6

         c)  Consolidated Statements of Changes in Stockholders'
             Equity for the Nine Months ended December 31, 1995
             and 1994..................................................    7

         d)  Consolidated Statements of Earnings for the
             Quarters ended December 31, 1995 and 1994................    9

         e)  Consolidated Statements of Cash Flows for the
             Nine Months ended December 31, 1995 and 1994..............   10

         f)  Notes to Consolidated Financial Statements -
             December 31, 1995, March 31, 1995 and
             December 31, 1994........................................   11

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations...........................   18


         PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.............................................   30
Item 6.  Exhibits and Reports on Form 8-K..............................   34



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<PAGE> 4                  
                  PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
               AMERCO AND CONSOLIDATED SUBSIDIARIES

                    Consolidated Balance Sheets
                                 
<CAPTION>
                                            December 31  March 31, December 31,
            ASSETS                              1995         1995      1994
                                            -----------------------------------
                                            (unaudited)   (audited) (unaudited)
                                                       (in thousands)

<S>                                        <C>            <C>        <C>
Cash and cash equivalents                  $    39,043       35,286     38,015
Receivables                                    336,358      300,238    299,662
Inventories                                     49,645       50,337     50,552
Prepaid expenses                                17,824       25,933     25,236
Investments, fixed maturities                  830,594      705,428    697,728
Investments, other                             141,325      135,220     97,337
Deferred policy acquisition costs               53,162       49,244     48,296
Other assets                                    19,911       30,057     17,743
                                            ----------    ---------  ---------
Property, plant and equipment, at
  cost:
  Land                                         214,384      214,033    205,622
  Buildings and improvements                   752,704      735,624    730,928
  Furniture and equipment                      185,504      179,016    175,268
  Rental trailers and other rental
    equipment                                  256,139      245,892    235,945
  Rental trucks                                933,727      913,641    899,958
  General rental items                          47,345       51,890     52,701
                                             ---------    ---------  ---------
                                             2,389,803    2,340,096  2,300,422
  Less accumulated depreciation              1,128,870    1,065,850  1,037,569
                                             ---------    ---------  ---------
       Total property, plant and
         equipment                           1,260,933    1,274,246  1,262,853
                                             ---------    ---------  ---------


















                                           $ 2,748,795    2,605,989  2,537,422
                                             =========    =========  ========= 
<FN>
The  accompanying notes are an integral part of these  consolidated
financial statements.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>

                                             December 31,  March 31,   December 31,
 LIABILITIES AND STOCKHOLDERS' EQUITY           1995         1995       1994
                                            ------------  ----------  ----------------
                                            (unaudited)   (audited)   (unaudited)
                                                       (in thousands)
<S>                                        <C>           <C>         <C>       
Liabilities:
  Accounts payable and accrued             
    liabilities                            $   132,043      127,613    118,881
  Notes and loans                              890,633      881,222    827,592
  Policy benefits and losses, claims           487,652      475,187    467,051
    and loss expenses payable
  Liabilities from premium deposits            393,572      304,979    290,529
  Cash overdraft                                28,847       31,363     23,948
  Other policyholders' funds and
    liabilities                                 23,015       20,378      9,071
  Deferred income                                9,613        7,426     12,676
  Deferred income taxes                         88,246       71,037     82,097
                                              --------      -------    -------   

Stockholders' equity:
  Serial preferred stock, with or
    without par value, authorized 
    50,000,000 shares; 6,100,000
    issued without par value and
    outstanding as of December 31, 1995,
    March 31, 1995 and December 31, 1994           -            -         -
  Serial common stock, with or with-
    out par value, authorized 150,000,000 
    shares                                         -            -         -
  Series A common stock of $0.25 par
    value, authorized 10,000,000 shares,
    issued 5,762,495 shares as of
    December 31, 1995, March 31, 1995
    and December 31, 1994                        1,441        1,441      1,441
  Common stock of $0.25 par value,
    authorized 150,000,000 shares, issued
    34,237,505 shares as of December 31,
    1995, March 31, 1995 and
    December 31, 1994                            8,559        8,559      8,559
  Additional paid-in capital                   165,756      165,675    165,677
  Foreign currency translation                 (11,895)     (12,435)   (12,307)
  Unrealized gain(loss) on investments           5,635       (6,483)    (3,714)
  Retained earnings                            610,076      561,589    576,189
                                               779,572      718,346    735,845
                                              --------     --------    ------- 
  Less:

    Cost of common shares in treasury,
      (4,724,013 shares as of December 31,
      1995  and 1,335,937 shares as of
      March 31, 1995 and December 31, 1994)     61,069       10,461     10,461
    Unearned employee stock
      ownership plan shares                     23,329       21,101     19,807
                                              --------    ---------   --------   
         Total stockholders' equity            695,174      686,784    705,577

Contingent liabilities and commitments



                                           $ 2,748,795    2,605,989  2,537,422
                                             =========    =========  =========
</TABLE>
<PAGE> 6
<TABLE>
               AMERCO AND CONSOLIDATED SUBSIDIARIES

                Consolidated Statements of Earnings

                  Nine Months ended December 31,
                            (Unaudited)

<CAPTION>
                                                   1995         1994
                                                --------------------
                                                (in thousands except
                                                   per share data)

<S>                                         <C>           <C>
Revenues
  Rental and other revenue                  $    722,228      704,026
  Net sales                                      136,666      131,098
  Premiums                                       116,256      108,659
  Net investment income                           34,078       32,928
                                               ---------     --------
       Total revenues                          1,009,228      976,711

Costs and expenses
  Operating expense                              545,940      491,010
  Advertising expense                             31,759       21,688
  Cost of sales                                   81,917       72,634
  Benefits and losses                            113,435      108,363
  Amortization of deferred acquisition
    costs                                         12,114        8,521
  Depreciation                                    79,049      112,631
  Interest expense                                52,684       50,871
                                               ---------     --------
       Total costs and expenses                  916,898      865,718

Pretax earnings from operations                   92,330      110,993
Income tax expense                               (34,120)     (39,602)
                                               ---------     --------   

       Net earnings                         $     58,210       71,391
                                               =========     ========


Earnings per common share:
Net earnings                                $       1.32         1.67
                                               =========     ========

Weighted average common shares outstanding    36,796,961    37,025,575
                                              ==========    ==========




<FN>
The   accompanying   notes   are  an   integral   part   of   these
consolidated
financial statements.
               
</TABLE>
<PAGE> 7
<TABLE>

               AMERCO AND CONSOLIDATED SUBSIDIARIES

    Consolidated Statements of Changes in Stockholders' Equity

                  Nine Months ended December 31,
                            (Unaudited)

<CAPTION>
                                                   1995        1994
                                                  ------      ------  
                                                    (in thousands)
<S>                                             <C>         <C>
Series A common stock of $0.25 par
  value:  Authorized 10,000,000 shares,
  issued 5,762,495 as of December 31, 1995,
  March 31, 1995 and December 31, 1994
    Beginning of period                         $  1,441      1,438
      Exchange for Series A common stock             -          871
      Exchange for common stock                      -         (868)
                                                 -------    -------  
    End of period                                  1,441      1,441
                                                 -------    -------

Common stock of $0.25 par value:
  Authorized 150,000,000 shares, issued
    34,237,505 as of December 31, 1995,
    March 31, 1995 and December 31, 1994
    Beginning of period                            8,559      8,562
      Exchange for Series A common stock             -         (871)
      Exchange for common stock                      -          868
                                                 -------    -------
    End of period                                  8,559      8,559
                                                 -------    -------
Additional paid-in capital:
  Beginning of period                            165,675    165,651
    Issuance of common shares under ESOP              81         26
                                                 -------    -------
  End of Period                                  165,756    165,677
                                                 -------    -------

Foreign currency translation:
  Beginning of period                            (12,435)   (11,152)
  Change during period                               540     (1,155)
                                                 -------    -------
  End of period                                  (11,895)   (12,307)
                                                 -------    -------

Unrealized gain (loss) on investments:
  Beginning of period                             (6,483)       679
  Change during period                            12,118     (4,393)
                                                 -------    -------

  End of period                                    5,635     (3,714)
                                                 -------    -------

Retained earnings:
  Beginning of period                            561,589    514,521
    Net earnings                                  58,210     71,391
    Dividends paid to stockholders:
      Preferred stock: ($1.59 per share
        for 1995 and 1994, respectively)          (9,723)    (9,723)
                                                 -------    -------

  End of period                                  610,076    576,189
                                                 -------    -------

<FN>
The   accompanying  notes   are   an  integral   part   of    these
consolidated financial statements.
</TABLE>
<PAGE> 8
<TABLE>

               AMERCO AND CONSOLIDATED SUBSIDIARIES

    Consolidated Statements of Changes in Stockholders' Equity

                  Nine Months ended December 31,
                            (Unaudited)

<CAPTION>
                                                   1995      1994
                                                  ------    ------
                                                    (in thousands)
<S>                                           <C>        <C>
Less:
Treasury stock:
  Beginning of period                             10,461     10,461
  Net increase (3,388,076 shares in 1996)         50,608         -
                                                 -------    -------

  End of period                                   61,069     10,461
                                                 -------    -------
Unearned employee stock ownership
  plan shares:
  Beginning of period                             21,101     17,451                                                       
  Increase in loan                                 4,576      4,378
    Proceeds from loan                            (2,348)    (2,022)
                                                 -------    -------

  End of period                                   23,329     19,807
                                                 -------    -------

Total stockholders' equity                     $ 695,174    705,577
                                                 =======    =======




<FN>

The   accompanying  notes   are   an  integral   part   of    these
consolidated
financial statements.
</TABLE>                                 
<PAGE> 9

               AMERCO AND CONSOLIDATED SUBSIDIARIES

                Consolidated Statements of Earnings

                    Quarters ended December 31,
                            (Unaudited)


                                                   1995         1994
                                                 -------     --------
                                                (in thousands except
                                                   per share data)

Revenues
  Rental and other revenue                  $    217,799      209,881
  Net sales                                       33,991       33,410
  Premiums                                        44,871       41,062
  Net investment income                           10,791       10,505
                                               ---------    ---------
       Total revenues                            307,452      294,858

Costs and expenses
  Operating expense                              192,755      165,646
  Advertising expense                              7,698        7,332
  Cost of sales                                   23,916       19,346
  Benefits and losses                             45,336       42,084
  Amortization of deferred acquisition
    costs                                          4,315        2,845
  Depreciation                                     2,774       37,876
  Interest expense                                17,130       17,574
                                               ---------    ---------
       Total costs and expenses                  293,924      292,703

Pretax earnings from operations                   13,528        2,155
Income tax expense                                (5,827)        (248)
                                               ---------    ---------

       Net earnings                         $      7,701        1,907
                                               =========    =========

Earnings per common share:
Net earnings                                $       0.13        (0.04)
                                               =========    =========

Weighted average common shares outstanding    34,527,233   36,969,310
                                              ==========   ==========




The   accompanying  notes   are   an  integral   part   of    these
consolidated
financial statements.

<PAGE> 10
               AMERCO AND CONSOLIDATED SUBSIDIARIES

               Consolidated Statements of Cash Flows

                  Nine Months ended December 31,
                            (Unaudited)
                                                   1995       1994
                                                --------    -------
                                                    (in thousands)
Cash flows from operating activities:
  Net earnings                                $   58,210      71,391
    Depreciation and amortization                 92,525     124,409
    Provision for losses on accounts
      receivable                                   3,734       2,855
    Net gain on sale of real and personal
      property                                     2,692      (1,159)
    Gain on sale of investments                   (4,525)       (798)
    Changes in policy liabilities and
      accruals                                    11,479       25,076
    Additions to deferred policy
      acquisition costs                          (18,599)      (8,971)
    Net change in other operating assets
      and liabilities                              4,564      (12,414)
                                                --------     --------
Net cash provided by operating activities        150,080      200,389
                                                --------     --------

Cash flows from investing activities:
  Purchases of investments:
    Property, plant and equipment               (207,465)    (322,130)
    Fixed maturities                            (247,166)    (112,067)
    Real estate                                   (7,151)          (8)
    Mortgage loans                                (7,384)     (77,194)
  Proceeds from sale of investments:
    Property, plant and equipment                139,881      123,653
    Fixed maturities                             145,068      132,854
    Real estate                                      614          564
    Mortgage loans                                21,918        8,632
  Changes in other investments                    (1,466)      (1,275)
                                                --------     --------
Net cash used by investing activities           (163,151)    (246,971)
                                                --------     --------

Cash flows from financing activities:
  Net change in short-term borrowings            (28,500)     121,250
  Proceeds from notes                            140,141       66,000
  Loan to leveraged employee stock
    ownership plan                                (4,576)      (4,378)
  Proceeds from leveraged employee stock
    ownership plan                                 2,348        2,022
  Principal payments on notes                   (102,230)     (83,422)
  Debt issuance costs                             (1,628)        (804)
  Net change in cash overdraft                    (2,516)      (2,611)
  Dividends paid                                  (9,723)      (9,723)
  Purchase of treasury shares                    (65,081)        -
  Investment contract deposits                   133,096       19,561
  Investment contract withdrawals                (44,503)     (41,740)
                                                --------     --------
Net cash provided by 
   financing activities                           16,828       66,155
                                                --------     --------
Increase in cash and
   cash equivalents                                3,757       19,573
Cash and cash equivalents at
  beginning of period                             35,286       18,442
                                                --------     --------
Cash and cash equivalents at
  end of period                               $   39,043       38,015
                                                ========     ========

The  accompanying notes are an integral part of these  consolidated
financial statements.

<PAGE> 11
               AMERCO AND CONSOLIDATED SUBSIDIARIES

            Notes to Consolidated Financial Statements

      December 31, 1995, March 31, 1995 and December 31, 1994
                            (Unaudited)


1.   PRINCIPLES OF CONSOLIDATION

  The consolidated financial statements include the accounts of the
     parent corporation, AMERCO, and its subsidiaries, all of which
     are  wholly-owned.   All  material intercompany  accounts  and
     transactions of AMERCO and its subsidiaries (herein called the
     "Company"  or the "consolidated group") have been  eliminated.
     The  consolidated balance sheets as of December 31,  1995  and
     1994,  and  the related consolidated statements  of  earnings,
     changes  in stockholders' equity and cash flows for  the  nine
     months ended December 31, 1995 and 1994 are unaudited; in  the
     opinion  of management, all adjustments necessary for  a  fair
     presentation of such financial statements have been  included.
     Such  adjustments  consisted only of normal  recurring  items.
     Interim results are not necessarily indicative of results  for
     a full year.
  
  The   operating  results  and  financial  position  of   AMERCO's
     consolidated insurance operations are determined on a  quarter
     lag.   There  were  no  effects related to intervening  events
     which  would  significantly affect  consolidated  position  or
     results  of operations for the financial statements  presented
     herein.

  The financial statements and notes are  presented as permitted by
     Form  10-Q and do not contain certain information included  in
     the Company's annual financial statements and notes.
  
  Based on experience, the Company increased the estimated salvage   
    value of certain rental trucks.  The effect of the change
    increased net income for the nine months ended December 31, 1995
    by $21,959,000 ($0.60 per share).

  Earnings  per  share  are computed based on the weighted  average
     number of shares outstanding, excluding shares of the employee
     stock  ownership  plan  that have not  been  committed  to  be
     released.  Net income is reduced for preferred dividends.

  Certain   reclassifications  have  been  made  to  the  financial
     statements  for  the nine months ended December  31,  1994  to
     conform with the current year's presentation.
               
<PAGE> 12               
               AMERCO AND CONSOLIDATED SUBSIDIARIES

       Notes to Consolidated Financial Statements, Continued
                            (Unaudited)


2.   INVESTMENTS
  
<TABLE>
  A comparison of amortized cost to market for fixed maturities  is
     as follows (in thousands, except for par value):

<CAPTION>
 September 30, 1995    
 ------------------    Par Value               Gross       Gross    Estimated
  Consolidated         or number  Amortized  unrealized  unrealized   market
  Held-to-Maturity     of shares     cost      gains       losses      value
                       ---------  ---------  ----------  ----------  --------

  <S>                   <C>        <C>         <C>        <C>       <C>
  U.S. treasury
    securities
    and government
    obligations        $  20,355  $  20,277      1,725          (4)   21,998
  U.S. government
    agency mortgage
    backed securities  $  62,317     61,801        891      (2,865)   59,827
  Obligations of
    states and
    political
    subdivisions       $  35,200     34,763      1,813         (78)   36,498
  Corporate
    securities         $ 194,360    198,867      4,475      (1,416)  201,926
  Mortgage-backed
    securities         $ 126,399    124,697      2,541      (2,112)  125,126
  Redeemable preferred
    stocks                    91      3,282        329          (3)    3,608
                                    -------     ------      -------  -------
                                    443,687     11,774      (6,478)  448,983
                                    -------     ------      -------  -------
<CAPTION>
 September 30, 1995    
 ------------------    Par Value               Gross       Gross    Estimated
  Consolidated         or number  Amortized  unrealized  unrealized   market
  Held-to-Maturity     of shares     cost      gains       losses      value
                       ---------  ---------  ----------  ----------  --------

  <S>                   <C>        <C>         <C>        <C>       <C>
  
  U.S. treasury
    securities and
    government
    obligations        $   9,685      9,790      1,211         -      11,001
  U.S. government
    agency mortgage
    backed securities  $  11,009     10,821        321         (96)   11,046
  States,
    municipalities
    and political
    subdivisions       $   3,385      3,372         61         (16)    3,417
  Corporate
    securities         $ 256,397    258,728      9,418      (1,315)  266,831
  Mortgage-backed
    securities         $  93,323     92,717      3,027      (1,132)   94,612
                                    -------     ------      -------  -------
                                    375,428     14,038      (2,559)  386,907
                                    -------     ------      -------  -------
         Total                    $ 819,115     25,812      (9,037)  835,890
                                    =======     ======      =======  =======
</TABLE>
<PAGE> 13
               AMERCO AND CONSOLIDATED SUBSIDIARIES

       Notes to Consolidated Financial Statements, Continued
                            (Unaudited)


3.   SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA
HOLDINGS, INC. AND ITS SUBSIDIARIES

  A summary  consolidated balance sheet (unaudited)  for  Ponderosa
     Holdings, Inc. and its subsidiaries is presented below:
  
                                                    December 31,
                                                   1995        1994
                                                --------    --------
                                                   (in thousands)

      Investments - fixed maturities         $   830,594     697,728
      Other investments                          114,147      93,633
      Receivables                                150,889     148,167
      Deferred policy acquisition costs           53,162      48,296
      Due from affiliate                          21,984      16,342
      Deferred federal income taxes                3,621       8,157
      Other assets                                16,182       7,306
                                               ---------   ---------
           Total assets                      $ 1,190,579   1,019,629
                                               =========   =========

      Policy liabilities and accruals        $   417,583     408,903
      Unearned premiums                           70,074      57,949
      Premium deposits                           393,572     290,529
      Other policyholders' funds and
        liabilities                               25,848      13,008
                                               ---------   ---------
           Total liabilities                     907,077     770,389
                                              
      Stockholder's equity                       283,502     249,240
                                               ---------   ---------
                Total liabilities and
                  stockholder's equity       $ 1,190,579   1,019,629
                                               =========   =========

<PAGE> 14
               AMERCO AND CONSOLIDATED SUBSIDIARIES

       Notes to Consolidated Financial Statements, Continued
                            (Unaudited)


3.   SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA
HOLDINGS, INC. AND ITS SUBSIDIARIES, continued

  A summarized   consolidated  income  statement  (unaudited)   for
     Ponderosa  Holdings,  Inc. and its subsidiaries  is  presented
     below:

                                        Nine months ended December 31,
                                                1995        1994
                                                (in thousands)

      Premiums                              $ 126,420     124,047
      Net investment income                    34,234      33,039
      Other income                              6,884       3,879
                                             --------    --------
           Total revenue                      167,538     160,965
      Benefits and losses                     113,435     108,363
      Amortization of deferred policy
        acquisition costs                      12,114       8,521
      Other expenses                           15,597      21,299
                                             --------    --------
           Income from operations              26,392      22,782
      Federal income tax expense               (8,715)     (6,580)
                                             --------    --------

      Net income                            $  17,677      16,202
                                             ========    ========

4.   CONTINGENT LIABILITIES AND COMMITMENTS

  During the nine months ended December 31, 1995, U-Haul Leasing  &
     Sales  Co., a wholly-owned subsidiary of U-Haul International,
     Inc.,  entered into twelve transactions, whereby  the  Company
     sold  rental trucks and subsequently leased them back.  AMERCO
     has  guaranteed $9,040,000 of residual values at December  31,
     1995  on these assets at the end of the lease term.  Following
     are  the lease commitments for the leases executed during  the
     nine months ended December 31, 1995, which have a term of more
     than one year (in thousands):
  
                         Year ended      Lease
                          March 31,   Commitments
                          ---------   -----------
                           1996       $   6,497
                           1997          12,622
                           1998          12,622
                           1999          12,622
                           2000          12,622
                         Thereafter      31,371
                                       --------
                                      $  88,356
                                       ========
  
  See  discussion  related to the Shoen Litigation  under  Item  2.
     Management's  Discussion and Analysis of  Financial  Condition
     and  Results  of Operations - Liquidity and Capital  Resources
     and under Part II, Item 1. Legal Proceedings.

<PAGE> 15
                                 
               AMERCO AND CONSOLIDATED SUBSIDIARIES

       Notes to Consolidated Financial Statements, Continued
                            (Unaudited)


4.   CONTINGENT LIABILITIES AND COMMITMENTS, continued

  The  Company  is  a  defendant in a number of  suits  and  claims
    incident  to  the  type  of  business  conducted  and   several
    administrative  proceedings  arising  from  state   and   local
    provisions  that  regulate  the  removal  and/or  clean-up   of
    underground  fuel  storage  tanks. The  Company  owns  property
    within  two  state  hazardous  waste  sites  in  the  State  of
    Washington.   At  this  time, the remedial  clean-up  costs  or
    range   of   costs   for  such  sites  cannot   be   estimated.
    Management's  opinion  is that none of these  suits  or  claims
    involving AMERCO and/or its subsidiaries is expected to  result
    in any material loss.


5.   SUPPLEMENTAL CASH FLOWS INFORMATION

  The  (increase) decrease in receivables, inventories and accounts
     payable  and  accrued liabilities net of other  operating  and
     investing activities follows:

                                        Nine months ended December
31,
                                               1995         1994
                                               ----         ----
                                                (in thousands)

        Receivables                       $  (38,947)     (39,347)
                                             ========     ========
        Inventories                       $      692        1,540
                                             ========     ========
        Accounts payable and
          accrued liabilities             $    4,425       (7,272)
                                             ========     ========

  Income taxes paid amounted to $368,000 and $4,089,000 for
     1995 and 1994, respectively.

  Interest paid amounted to $53,361,000 and $52,363,000 for
     1995 and 1994, respectively.

6.   RELATED PARTIES

  Subsequent  to March 31, 1995, the Company continued to loan  TWO
     SAC  Self-Storage Corporation (TWO SAC) funds for the purchase
     of  an additional 34 self-storage properties.  Twenty-seven of
     such self-storage properties were purchased directly from the  
     Company at a price equal to the Company's acquisition cost plus
     capitalized costs.  During the nine months ended December  31,
     1995,  principal  payments of $394,000, interest  payments  of
     $1,719,000  and management fees of $36,000 have been  received
     from  TWO  SAC.   As  of  December 31, 1995,  the  outstanding
     balance  of  TWO  SAC's  loans  from  the  Company,  including
     interest, was $48,109,000. Mark V. Shoen, a major stockholder,
     director  and officer  of the Company owns all of  the  issued
     and  outstanding voting common stock of TWO SAC.  The TWO  SAC
     notes  will be secured by senior and junior mortgages and  are
     expected to mature in 2004 or 2005, or on demand.

<PAGE> 16  
                                 
               AMERCO AND CONSOLIDATED SUBSIDIARIES

       Notes to Consolidated Financial Statements, Continued
                            (Unaudited)

  
6.   RELATED PARTIES, continued
  
  During  the  nine  months ended December 31,  1995,  the  Company
     received principal payments of $983,000, interest payments  of
     $4,942,000,  and management fees of $739,000  from  SAC  Self-
     Storage  Corporation  (SAC).  As of  December  31,  1995,  the
     outstanding balance of SAC's loans from the Company, including
     interest,   was   $54,082,000.   Mark  V.   Shoen,   a   major
     stockholder, director and officer  of the Company owns all  of
     the issued and outstanding voting common stock of SAC.

  On October  18,  1995, the Company redeemed 3,343,076  shares  of
     Common Stock held by Maran, Inc. in exchange for approximately
     $22,733,000  and paid approximately $41,352,000 to  Mary  Anna
     Shoen  Eaton  in  exchange for a full release  of  all  claims
     against the Company and the Director-Defendants, including all
     claims asserted by her in the Shoen Litigation. See discussion
     of  the Shoen Litigation under Item 2. Management's Discussion
     and  Analysis of Financial Condition and Results of Operations
     -  Liquidity and Capital Resources and under Part II, Item  1.
     Legal Proceedings.
  

7.   NEW ACCOUNTING STANDARDS

  Statement  of Financial Accounting Standards No. 114 - Accounting
     by  Creditors for Impairment of a Loan.  Effective  for  years
     beginning after December 15, 1994,  the standard requires that
     an  impaired loan's fair value be measured and compared to the
     recorded  investment in the loan.  If the fair  value  of  the
     loan  is  less  than the recorded investment in  the  loan,  a
     valuation allowance is established.  The Company adopted  this
     statement  during the first quarter of fiscal  1996,  with  no
     material  impact  on  its financial condition  or  results  of
     operations.

    Statement   of  Financial  Accounting  Standards  No.   121   -
    Accounting  for  the Impairment of Long-Lived  Assets  and  for
    Long-Lived  Assets  to  be Disposed of.  Effective  for  fiscal
    years   beginning  after  December  15,  1995,   the   standard
    establishes  accounting standards for the impairment  of  long-
    lived  assets, certain identifiable intangibles,  and  goodwill
    related  to those assets to be held and used and for long-lived
    assets and certain identifiable intangibles to be disposed  of.
    This  Statement  requires that long-lived  assets  and  certain
    identifiable  intangibles to be held and used by an  entity  be
    reviewed   for  impairment  whenever  events  or   changes   in
    circumstances  indicate that the carrying amount  of  an  asset
    may   not  be  recoverable.   In  performing  the  review   for
    recoverability,  the  entity should estimate  the  future  cash
    flows  expected  to result from the use of the  asset  and  its
    eventual  disposition.  If the sum of the expected future  cash
    flows (undiscounted and without interest charges) is less  than
    the  carrying  amount  of  the asset,  an  impairment  loss  is
    recognized.   Otherwise, an impairment loss is not  recognized.
    Measurement  of  an impairment loss for long-lived  assets  and
    identifiable  intangibles that an entity expects  to  hold  and
    use  should  be  based on the fair value  of  the  asset.   The
    Company  has not completed an evaluation of the effect of  this
    standard.

<PAGE> 17

               AMERCO AND CONSOLIDATED SUBSIDIARIES

       Notes to Consolidated Financial Statements, Continued
                            (Unaudited)

7.   NEW ACCOUNTING STANDARDS, continued
  
  Statement of Position 93-7, Reporting on Advertising Costs  -  as
     issued  by  the  Accounting Standards Executive  Committee  in
     December  1993.  This statement of position provides  guidance
     on   financial  reporting  on  advertising  costs  in   annual
     financial  statements.   The statement  of  position  requires
     reporting advertising costs as expenses when incurred or  when
     the  advertising takes place, reporting the costs  of  direct-
     response  advertising, and amortizing the  amount  of  direct-
     response advertising reported as assets. The Company had  been
     recording  deferred yellow page directory costs and amortizing
     the costs over the duration of each listing.  The majority  of
     listings  last  one year.  The Company adopted this  statement
     effective  April  1,  1995 recognizing additional  advertising
     expense of $8,647,000 upon implementation.  This adoption  had
     the effect of reducing net income by $5,685,000 million ($0.15
     per share).  The Company had extensive discussions with the 
     SEC.  The Company adopted SOP 93-7 based upon the SEC's
     interpretation.  The Company may ask for reconsideration
     at some point in the future.
     
  Other pronouncements issued by the Financial Standards Board with
     future  effective  dates  are either  not  applicable  or  not
     material  to  the  consolidated financial  statements  of  the
     Company.


8.   SUBSEQUENT EVENTS
  
  On February  6,  1996, the Company declared a  cash  dividend  of
     $3,241,000   ($0.53125  per  preferred  share)  to   preferred
     stockholders of record as of February 16, 1996.
  
  On January  30,  1996,  the Company redeemed  833,420  shares  of
     Common  Stock  held by L.S.S., Inc., a Nevada corporation,  in
     exchange  for  approximately $5,667,000 and  paid  damages  to
     Leonard  S. Shoen of approximately $15,433,000.  In  addition,
     the  Company  paid  a  total  of approximately  $2,019,000  of
     interest on the above amounts.
  
  On February  7,  1996, the Company redeemed 1,651,644  shares  of
     Common  Stock held by Thermar, Inc. (Thermar) in exchange  for
     approximately  $41,785,000.  The  Company  also  paid  Thermar
     approximately $4,110,000 of interest on such amount.
  
  See discussion of the Shoen Litigation under Item 2. Management's
     Discussion and Analysis of Financial Condition and Results  of
     Operations  - Liquidity and Capital Resources and  under  Part
     II, Item 1. Legal Proceedings.
  
<PAGE> 18
  
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS
The  following table shows industry segment data from the Company's
  three  industry segments, rental operations, life insurance,  and
  property and casualty insurance, for the nine months ended December
  31, 1995 and 1994. Rental operations is composed of the operations of
  U-Haul International, Inc. (U-Haul) and Amerco Real Estate Company.
  Life insurance is composed of the operations of Oxford Life Insurance
  Company (Oxford).  Property and casualty insurance is composed of the
  operations  of  Republic Western Insurance Company  (RWIC).   The
  Company's results of operations have historically fluctuated from
  quarter  to quarter.  In particular, the Company's U-Haul rental
  operations are seasonal and proportionally more of the Company's 
  revenues and its net earnings from its U-Haul rental operations are 
  generated in the first and second quarters each fiscal year (April 
  through September).

<TABLE>
<CAPTION>
                                                          Property/     Adjustments
                                 Rental       Life        Casualty          and
                              Operations     Insurance    Insurance     Eliminations    Consolidated
                              ----------     ---------    ---------     ------------    ------------       
                                                       (in thousands)
<S>                       <C>                <C>        <C>            <C>             <C>
Nine months ended
  December 31, 1995
Revenues:
  Outside           $           852,303         36,319     120,606           -           1,009,228
  Intersegment                     (656)         1,074       9,580         (9,998)            -
                              ---------        -------     -------        --------       ---------
    Total revenues              851,647         37,393     130,186         (9,998)       1,009,228
                              =========        =======     =======        ========       =========      
                                              
Operating profit                117,966         10,069      16,323            656          145,014
                              =========        =======     =======        ========       
Interest expense                                                                            52,684
Pretax earnings                                                                          ---------
  from operations                                                                           92,330                     
                                                                                         =========
Identifiable assets  
  at December 31              1,867,323        582,043     608,536       (309,107)       2,748,795
                              =========        =======     =======        ========       =========

Nine months ended
  December 31, 1994
Revenues:
  Outside           $           831,723         29,972     115,016           -             976,711
                  
  Intersegment                      (41)         1,134      14,899        (15,992)            -
                              ---------        -------     -------        --------       --------- 
    Total revenues              831,682         31,106     129,915        (15,992)         976,711
                              =========        =======     =======        ========       =========
Operating profit                139,041          8,016      14,766             41          161,864
                              =========        =======     =======        ========                
Interest expense                                                     
                                                                                            50,871
Pretax earnings                                                                          ---------
  from operations                                                    
                                                                                           110,993
Identifiable assets                                                                      =========
  at December 31              1,792,189        452,699     566,930       (274,396)       2,537,422
                              =========        =======     =======       =========       =========
</TABLE>
<PAGE> 19
NINE  MONTHS  ENDED  DECEMBER 31, 1995  VERSUS  NINE  MONTHS  ENDED
DECEMBER 31, 1994

U-Haul

          U-Haul  revenues  consist of (i) total rental  and  other
revenue  and  (ii)  net  sales.  Total  rental  and  other  revenue
increased  by $14.8 million, approximately 2.1%, to $715.5  million
in the first nine months of fiscal 1996.  The increase in the first
nine months of fiscal 1996 is primarily attributable to an increase
in  net  revenues from the rental of moving related  equipment  and
self-storage facilities which increased in the aggregate  by  $15.8
million  to  $721.8 million, as compared to $706.0 million  in  the
first  nine months of fiscal 1995.  Moving related rental  revenues
benefited  from  transactional growth (volume)  within  the  rental
fleet.   Revenues  from the rental of self-storage facilities  were
positively  impacted by additional rentable square  footage.  Other
revenues decreased in the aggregate by $1.0 million.

          Net  sales revenues were $136.7 million in the first nine
months   of   fiscal  1996,  which  represents   an   increase   of
approximately  4.2% from the first nine months of fiscal  1995  net
sales  of  $131.1 million.  Revenue growth from the sale of  moving
support items (i.e. boxes, etc.), hitches, and propane resulted  in
a  $6.6  million increase during the nine month period,  which  was
offset  by  a $1.0 million decrease in revenue from gasoline  sales
consistent with the Company's ongoing efforts to remove underground
storage tanks and gradually discontinue gasoline sales.

          Cost  of sales was $81.9 million in the first nine months
of fiscal 1996, which represents an increase of approximately 12.8%
from  $72.6  million  for the same period  in  fiscal  1995.   This
increase  in  cost  of  sales reflects a $5.0 million  increase  in
material costs from the sale of moving support items, hitches,  and
propane  reflecting higher sales levels and a $4.4 million increase
in   allowances   for  inventory  shrinkage  and  other   inventory
adjustments.

          Operating  expenses increased to $541.0  million  in  the
first  nine months of fiscal 1996 from $485.7 million in the  first
nine  months  of  fiscal 1995, an increase of approximately  11.4%.
The  change from the prior year primarily reflects a $37.3  million
increase  in  rental  equipment maintenance  costs  which  reflects
rental  fleet  expansion  and transactional  growth  and  an  $11.6
million increase in  personnel costs due to the increase in rental,
sales and repair activity.  All other operating expense  categories
increased in the aggregate by $6.4 million, approximately 4.1%,  to
$162.2 million.

          Advertising  expense increased to $31.8  million  in  the
first  nine months of fiscal 1996 from $21.7 million in  the  first
nine months of fiscal 1995.  The increase primarily reflects a one-
time expense of $8.7 million recognized during the first quarter of
fiscal  1996,  due  to the adoption of Statement of  Position  93-7
which  requires  immediate  recognition of  advertising  costs  not
qualifying as direct-response.

<PAGE> 20

          Depreciation expense for the first nine months of  fiscal
1996  was  $79.0 million, as compared to $112.6 million during  the
same  period of the prior year.  During the third quarter of fiscal
1996, based on experience the Company increased the estimated salvage
value of certain rental trucks.  The effect of the change in estimate
reduced depreciation expense for the nine months ended December 31, 
1995 by $35.7 million.


Oxford - Life Insurance

          Premiums from Oxford's reinsurance lines before 
intercompany eliminations were $13.8 million for the nine months
ended September 30, 1995 or 71.5% of total premiums for that period.
This represents an increase of $0.6 million, or 4.5% over the same
period in 1994.  Reinsurance premiums are primarily from term life
insurance, matured deferred annuity contracts, and credit insurance
business.  This increase in premiums is primarily attributable to the
recent (fourth quarter 1994) reinsurance agreement of credit insurance
business.

          Premiums from Oxford's direct lines before intercompany
eliminations were $5.5 million for the nine months ended September 30,
1995, an increase of $1.3 million from 1994.  This increase  in
direct  premium  is primarily attributable to the credit  insurance
business.   Oxford's  direct business related  to  group  life  and
disability coverage issued to employees of the Company for the nine
months ended September 30, 1995 accounted for approximately 7.5% of
premiums.   Other  direct  lines, including  the  credit  insurance
business,  accounted for approximately 21.0% of  Oxford's  premiums
for the nine months ended September 30, 1995.

          Net  investment  income before intercompany  eliminations
was  $12.1  million and $11.1 million for the nine months September
30, 1995 and 1994, respectively.  This increase is primarily due to
increasing  margins on the interest sensitive business.   Gains  on
the disposition of fixed maturity investments were $4.4 million and
$1.2 million for the nine months ended September 30, 1995 and 1994,
respectively.   Oxford had $1.5 million and $1.4 million  of  other
income for the nine month period ended September 30, 1995 and 1994,
respectively.

          Benefits and expenses incurred were $27.3 million for the
nine  months  ended September 30, 1995, an increase of  18.2%  over
1994.   Comparable  benefits and expenses incurred  for  1994  were
$23.1  million.   This  increase is  primarily  due  to  death  and
disability benefits incurred and an increase in the amortization of
deferred acquisition costs.

          Operating   profit   before   intercompany   eliminations
increased by $2.1 million, or approximately 26.3%, in 1995 to $10.1
million,  primarily due to an increase in gains on the  disposition
of  fixed  maturity investments that was partially  offset  by  the
amortization of deferred acquisitions costs.

<PAGE> 21

RWIC - Property and Casualty

          RWIC  gross  premium writings for the nine  months  ended
September  30,  1995  were $138.7 million  as  compared  to  $141.4
million  in  the  first nine months of 1994.  The  rental  industry
market   accounts  for  a  significant  share  of  total  premiums,
approximately 44.4% and 43.3% in the first nine months of 1995  and
1994,  respectively.   These  writings  include  U-Haul  customers,
fleetowners  and  U-Haul as well as other rental industry  insureds
with   similar   characteristics.   RWIC   continues   underwriting
professional reinsurance via broker markets.  Premiums in this area
decreased during the first nine months of 1995 to $42.7 million, or
30.8%  of  total  gross premiums, from comparable 1994  figures  of
$54.1  million, or 38.3% of total premiums.  This decrease  can  be
primarily attributed to RWIC electing not to renew several treaties
because  of  inadequate  pricing and  market  conditions.   Premium
writings in selected general agency lines were 16.1% of total gross
written premiums in the first nine months of 1995 compared to 15.2%
in  the  first  nine  months  of 1994.  RWIC  expanded  its  direct
business  in 1995 to include multiple peril coverage for a  variety
of  commercial properties and businesses.  These premiums accounted
for  8.0% of the total gross written premium during the first  nine
months of 1995.
          
          Net  earned premiums increased $0.4 million, or 0.4%,  to
$107.1  million  for  the  nine months ended  September  30,  1995,
compared with premiums of $106.7 million for the nine months  ended
September  30,  1994.  The slight increase is  due  to  the  direct
business expansion discussed above.
          
          Underwriting  expenses incurred were $113.9  million  for
the  nine  months  ended September 30, 1995,  a  decrease  of  $1.2
million  or  1.0%  over  1994.   Comparable  underwriting  expenses
incurred  for  the  same period in 1994 were $115.1  million.   The
decrease  is due to a reduction in acquisition expenses,  which  is
the  result  of lower commission rates on start up programs.   This
decrease  was  partially  offset by an increase  in  administrative
expenses  and taxes related to higher concentration in states  with
higher premium tax rates.
          
          Net  investment  income was $22.1 million  for  the  nine
months ended September 30, 1995, an increase of 0.9% over 1994  net
investment income of $21.9 million.  The marginal increase  is  the
result of the shift in types of securities held in the portfolio.
          
          RWIC completed the first nine months ended September  30,
1995 with income before tax expense of $16.3 million as compared to
$14.8  million for the comparable period ended September 30,  1994.
This  represents an increase of $1.5 million, or 10.1%  over  1994.
This  increase is due mainly to timing differences related to  run-
off and start up programs.

Interest Expense

          Interest  expense  increased by  $1.8  million  to  $52.7
million for the nine months ended December 31, 1995, as compared to
$50.9  million  for the nine months ended December 31,  1994.   The
increase   was   attributable  to  higher   average   debt   levels
outstanding.   

<PAGE> 22

Consolidated Group

          As  a  result of the foregoing, pretax earnings of  $92.3
million  were realized in the nine months ended December 31,  1995,
as  compared  to $111.0 million for the same period in 1994.  After
providing for income taxes, net earnings for the nine months  ended
December 31, 1995 were $58.2 million, as compared to $71.4  million
for the same period of the prior year.


QUARTERLY RESULTS

          The  following table presents unaudited quarterly results
for  the eleven quarters in the period beginning April 1, 1993  and
ending  December 31, 1995.  The Company believes that all necessary
adjustments  have been included in the amounts stated  below,  when
read  in  conjunction  with the consolidated  financial  statements
included herein, to present fairly and in accordance with generally
accepted accounting principles, the selected quarterly information.
The  Company's  results of operations have historically  fluctuated
from  period  to  period,  including  on  a  quarterly  basis.   
In particular, the Company's U-Haul rental operations are seasonal 
and proportionally more of the Company's revenues and its net earnings
from its U-Haul rental operations are generated in the first and second 
quarters of each fiscal year (April through September).  The
operating  results  for the periods presented are  not necessarily
indicative of results for any future period.
<TABLE> 
<CAPTION>

                                     Quarter Ended
                       --------------------------------------------------------
                       Sep 30,   Dec 31,   Mar 31,   Jun 30    Sep 30,   Dec 31,
                        1994      1994      1995      1995<F3>   1995<F3>  1995<F3>
                       --------------------------------------------------------
                               (in thousands, except per share data)

<S>                   <C>      <C>        <C>       <C>       <C>       <C>
Total revenues      $  359,520   294,858   260,282   330,509   371,267   307,452
Net earnings (loss)     40,071     1,907   (11,359)   15,177    35,332     7,701
Net earnings (loss)
  per common share        1.00      (.04)     (.44)      .31       .85       .13
  <F1>, <F2>

<CAPTION>
                                     Quarter Ended
                       ----------------------------------------------
                       Jun 30,   Sep 30,   Dec 31,   Mar 31,   Jun 30,
                        1993      1993      1993      1994      1994
                       ----------------------------------------------
                           (in thousands, except per share data)
<S>                   <C>       <C>       <C>       <C>       <C>
Total revenues      $  291,348   324,968   267,448   251,091   322,333
Net earnings (loss)     17,359    30,601     1,799    (9,575)   29,413
Net earnings (loss)
  per common share         .45       .79      (.02)     (.33)      .71
  <F1>, <F2>
________________
<F1>For  the  quarters ended December 31, 1993, March 31,  June  30,
   September  30,  December 31, 1994, March 31, June 30,  September
   30  and December 31, 1995, net earnings (loss) per common  share
   amounts  were  computed after giving effect to the  dividend  on
   the Company's Series A 8 1/2% Preferred Stock.

<F2>Reflects   the   adoption  of  Statement   of   Position   93-6,
   "Employers' Accounting for Employee Stock Ownership Plans."

<F3> Reflects  the adoption of Statement of Position 93-7  "Reporting
   on Advertising Costs."
</TABLE>
<PAGE> 23

QUARTER  ENDED DECEMBER 31, 1995 VERSUS QUARTER ENDED DECEMBER  31,
1994

U-Haul
          
          U-Haul  revenues  consist of (i) total rental  and  other
revenue  and  (ii)  net  sales.  Total  rental  and  other  revenue
increased by $5.8 million, approximately 2.8%, to $215.3 million in
the  third quarter of fiscal 1996.  This increase reflects  a  $2.0
million  increase in net revenues from the rental of moving related
equipment reflecting growth in rental fleet transactions.

          Net  sales  revenues  were $34.0  million  in  the  third
quarter   of   fiscal  1996,  which  represents  an   increase   of
approximately 1.7% from the third quarter of fiscal 1995 net  sales
of  $33.4 million.  Revenue growth from the sale of moving  support
items  (i.e. boxes, etc.), hitches, and propane resulted in a  $1.2
million  increase during the quarter, which was offset  by  a  $0.4
million  decrease in gasoline sales consistent with  the  Company's
ongoing  efforts to remove underground storage tanks and  gradually
discontinue gasoline sales.

          Cost  of sales totaled $23.9 million in the third quarter
of  fiscal  1996, which represents an increase of 23.6% from  $19.3
million for the same period in fiscal 1995.  This increase in  cost
of  sales  reflects a $1.2 million rise in material costs from  the
sale  of  moving support items, hitches, and propane and a $3.0  
million increase in allowances for inventory shrinkage and other 
inventory adjustments.

          Operating  expenses increased to $194.6  million  in  the
third  quarter  of  fiscal 1996 from $163.4 million  in  the  third
quarter  of  fiscal 1995, an increase of approximately 19.0%.   The
change  from  the prior year reflects a $17.6 million  increase  in
rental equipment maintenance costs reflecting an increase in  fleet
size  and transactions levels, a $5.4 million increase in personnel
costs due to the increase in rental, sales and repair activity  and
a $1.9 million increase in professional services. In the aggregate,
all other operating expense categories increased by $6.3 million in
the third  quarter of fiscal 1996.
          
          Depreciation expense in the third quarter of fiscal  1996
was  $2.8  million, as compared to $37.9 million  during  the  same
period  of the prior year.  During the third quarter of fiscal 1996,
based on experience the Company increased the estimated salvage value
of certain rental trucks.  The effect of the change in estimate
reduced depreciation expense for the quarter ended December 31, 1995
by $35.7 million.

          
Oxford - Life Insurance

          Premiums   from   Oxford's   reinsurance   lines   before
intercompany  eliminations were $4.9 million for the quarter  ended
September  30,  1995, or 76.3% of total premiums for  that  period.
This represents a decrease of $0.1 million over the same period  in
1994  or  a  decrease of 2.0%.  Reinsurance premiums are  primarily
from  term life insurance, matured deferred annuity contracts,  and
credit insurance business.
          
<PAGE> 24

          Premiums  from Oxford's direct lines before  intercompany
eliminations were $1.5 million for the quarter ended September  30,
1995,  a decrease of $0.4 million.  This decrease in direct premium
is   primarily  attributable  to  the  credit  insurance  business.
Oxford's  direct  business  related to group  life  and  disability
coverage  issued to employees of the Company for the quarter  ended
September  30, 1995 accounted for approximately 7.7%  of  premiums.
Other  direct  lines, including the credit business, accounted  for
approximately  16.0%  of Oxford's premiums for  the  quarter  ended
September 30, 1995.
             
          Net  investment  income before intercompany  eliminations
was  $4.0  million and $3.4 million for the quarter ended September
30, 1995 and 1994, respectively.  This increase is primarily due to
increasing  margins on the interest sensitive business.   Gains  on
the disposition of fixed maturity investments were $1.4 million for
the  quarter ended September 30, 1995.  There were no gains on sale
of  investments during the quarter ended September 30 1994.  Oxford
had $0.5 million of other income, and $0.4 million of other income,
for the quarters ended September 30, 1995 and 1994, respectively.
          
          Benefits and expenses incurred were $9.2 million for  the
quarter  ended September 30, 1995, an increase of 2.2%  over  1994.
Comparable  benefits  and  expenses incurred  for  1994  were  $9.0
million.   This  increase is primarily due to  disability  benefits
incurred   and  an  increase  in  the  amortization   of   deferred
acquisition  costs,  primarily as  a  result  of  the  increase  in
realized  capital  gains  on  the  disposition  of  fixed  maturity
investments.
          
          Operating   profit   before   intercompany   eliminations
increased  by $1.5 million, or approximately 88.2% to $3.2  million
for the quarter ended September 30, 1995.
          
RWIC - Property and Casualty

          RWIC   gross  premium  writings  for  the  quarter  ended
September 30, 1995 were $57.3 million as compared to $47.8  million
in  the third quarter of 1994.  The rental industry market accounts
for  a significant share of total premiums, approximately 48.4% and
48.8%  in the third quarters of 1995 and 1994, respectively.  These
writings include U-Haul customers, fleetowners and U-Haul  as  well
as  other  rental  industry insureds with similar  characteristics.
RWIC  continues  underwriting professional reinsurance  via  broker
markets.  Premiums in this area decreased during the third  quarter
of  1995  to $14.8 million, or 25.9% of total gross premiums,  from
comparable  1994  figures  of  $15.4 million,  or  32.2%  of  total
premiums.   This  decrease  can  be primarily  attributed  to  RWIC
electing  not  to  renew  several treaties  because  of  inadequate
pricing  and  market  conditions.   Premium  writings  in  selected
general agency lines were 15.0% of total gross written premiums  in
third  quarter  1995  as compared to 17.8% in third  quarter  1994.
RWIC expanded its direct business in 1995 to include multiple peril
coverage  for  a  variety of commercial properties and  businesses.
These  premiums  accounted for 10.4% of  the  total  gross  written
premium during third quarter 1995.
          
          Net  earned premiums increased $3.3 million, or  8.2%  to
$43.6  million  for the quarter ended September 30, 1995,  compared
with premiums of $40.3 million for the quarter ended September  30,
1994.   The  premium  increase  was primarily  due  to  the  direct
business expansion discussed above.
          
<PAGE> 25          
          
          Underwriting expenses incurred were $44.0 million for the
quarter  ended September 30, 1995, a decrease of $0.5  million,  or
1.1% over 1994.  Comparable underwriting expenses incurred for  the
third quarter of 1994 were $44.5 million.  The decrease is due to a
reduction  in  acquisition expenses, which is the result  of  lower
commission rates on start up programs.
          
          Net  investment income was $6.8 million for  the  quarter
ended  September  30,  1995,  a decrease  of  4.2%  over  1994  net
investment  income of $7.1 million.  This slight  decrease  is  the
result of adjusted recognition of mortgage interest rates.
          
          RWIC  completed  the third quarter of  1995  with  income
before tax expense of $6.7 million as compared to $3.2 million  for
the comparable period ended September 30, 1994.  This represents an
increase of $3.5 million over 1994.  This increase is mainly due to
timing differences relating to start up programs.

Interest Expense

          Interest  expense  declined  by  $0.4  million  to  $17.1
million  for  the quarter ended December 31, 1995.  A reduction  in
the  average cost of borrowed funds led to the decrease which  more
than fully offset an increase in average debt outstanding.

Consolidated Group
          
          As  a  result of the foregoing, pretax earnings of  $13.5
million  were realized in the quarter ended December 31,  1995,  as
compared  to  $2.2  million for the same  period  in  1994.   After
providing  for  income taxes, net earnings for  the  quarter  ended
December  31,  1995 were $7.7 million, as compared to $1.9  million
for the same period of the prior year.


LIQUIDITY AND CAPITAL RESOURCES


U-Haul

          To  meet the needs of its customers, U-Haul must maintain
a  large  inventory of fixed asset rental items.  At  December  31,
1995,  net  property, plant and equipment represented approximately
67.5%   of   total  U-Haul  assets  and  approximately   45.9%   of
consolidated  assets.   In the first nine months  of  fiscal  1996,
capital  expenditures were $207.5 million, as  compared  to  $322.1
million  in the first nine months of fiscal 1995.  The decrease  in
capital  expenditures from the prior year is due to a  decrease  in
new  rental truck acquisitions. These acquisitions were funded with
internally generated funds from operations and debt financing.

          Cash  flows  from operations were $135.6 million  in  the
first nine months of fiscal 1996, as compared to $170.7 million  in
the  first  nine  months  of fiscal 1995.  The  decrease  of  $35.1
million  is  primarily  due  to  a  decrease  in  depreciation  and
amortization as discussed in the Results of Operations for the nine
months ended December 31, 1995.

<PAGE> 26          
          
Oxford - Life Insurance

          
          Oxford's  primary sources of cash are premiums,  receipts
from  interest-sensitive  products  and  investment  income.    The
primary  uses of cash are operating costs and benefit  payments  to
policyholders.  Matching the investment portfolio to the cash  flow
demands  of  the types of insurance being written is  an  important
consideration.   Benefit  and  claim  statistics  are   continually
monitored to provide projections of future cash requirements.

          Cash  provided (used) by operating activities were ($2.6)
million  and $14.4 million for the nine months ended September  30,
1995  and  1994, respectively. Cash flows from financing activities
of  new  annuity  reinsurance agreements were approximately  $116.0
million  for the nine months ended September 30, 1995.  Cash  flows
from   new  annuity  reinsurance  agreements  increase  investment
contract deposits as well as the purchase of fixed maturities.   In
addition  to  cash flow from operating and financing activities,  a
substantial  amount of liquid funds is available  through  Oxford's
short-term  portfolio.  At September 30, 1995 and 1994,  short-term
investments   amounted   to  $12.3  million   and   $9.5   million,
respectively.   Management believes that  the  overall  sources  of
liquidity will continue to meet foreseeable cash needs.

          Stockholder's  equity  of  Oxford,  increased  to  $101.1
million in 1995 from $87.9 million in 1994.  Ponderosa holds all of
the common stock of RWIC.
          
          Applicable  laws and regulations of the State of  Arizona
require  the  Company's insurance subsidiaries to maintain  minimum
capital   determined   in  accordance  with  statutory   accounting
practices  in the amount of $400,000.  In addition, the  amount  of
dividends  that can be paid to stockholders by insurance  companies
domiciled  in  the State of Arizona is limited.   Any  dividend  in
excess  of the limit requires prior regulatory approval.  Statutory
surplus  that  can  be  distributed  as  dividends  without   prior
regulatory  approval  is $6,825,701.  These  restrictions  are  not
expected  to have a material adverse effect on the ability  of  the
Company to meet its cash obligations.

RWIC - Property and Casualty
          
          Cash  flows from operating activities were $16.9  million
and  $14.2 million for the nine months ended September 30, 1995 and
September  30, 1994, respectively.  The change is due to  increased
unearned premium reserves, funds withheld and net income, offset by
a  decrease  in  other receivables and a smaller increase  in  loss
reserves than that of the comparable period in 1994.
          
          RWIC's  short-term investment portfolio was $7.4  million
at  September 30, 1995.  This level of liquid assets, combined with
budgeted  cash  flow,  is adequate to meet  periodic  needs.   This
balance also reflects funds in transition from maturity proceeds to
long-term investments.  The structure of the long-term portfolio is
designed to match future cash needs.  Capital and operating budgets
allow RWIC to accurately schedule cash needs.
          
<PAGE> 27          
          
          RWIC   maintains  a  diversified  investment   portfolio,
primarily in bonds at varying maturity levels.  Approximately 95.9%
of  the  portfolio  consists of investment grade  securities.   The
maturity  distribution is designed to provide sufficient  liquidity
to  meet  future  cash needs.  Current liquidity is adequate,  with
current invested assets equal to 97.0% of total liabilities.
          
          Stockholder's  equity increased 8.5% from $168.1  million
at December 31, 1994 to $182.4 million at September 30, 1995.  RWIC
considers  current stockholder's equity to be adequate  to  support
future growth and absorb unforeseen risk events.  RWIC does not use
debt  or  equity  issues to increase capital and therefore  has  no
exposure  to  capital market conditions.  RWIC  paid  no  dividends
during the nine months ended September 30, 1995.
          
          
Consolidated Group

          At  December  31,  1995, total notes  and  loans  payable
outstanding  was  $890.6 million as compared to $881.2  million  at
March 31, 1995, and $827.6 million at December 31, 1994.

          During  each of the fiscal years ending March  31,  1996,
1997,  and  1998, U-Haul estimates gross capital expenditures  will
average approximately $350 million as a result of the expansion  of
the rental fleet and self-storage operation.  This level of capital
expenditures,  combined  with  an  average  of  approximately  $100
million  in  annual  long-term  debt maturities  during  this  same
period,  are  expected to create annual average  funding  needs  of
approximately $450 million.  Management estimates that U-Haul  will
fund  approximately  60%  of  these  requirements  with  internally
generated funds, including proceeds from the disposition  of  older
trucks  and  other asset sales.  The remainder of  the  anticipated
capital  expenditures are expected to be financed through  existing
credit facilities, new debt placements and equity offerings.

Credit Agreements

          The Company's operations are funded by various credit and
financing  arrangements, including unsecured long-term  borrowings,
unsecured  medium-term notes, and revolving lines  of  credit  with
domestic  and foreign banks.  Principally to finance its  fleet  of
trucks  and  trailers, the Company routinely enters into  sale  and
leaseback  transactions.  As of December 31, 1995, the Company  had
$890.6  million  in total notes and loans payable  outstanding  and
unutilized  committed  lines  of  credit  of  approximately  $292.0
million.

          Certain   of  the  Company's  credit  agreements  contain
restrictive financial and other covenants, including, among others,
covenants   with  respect  to  incurring  additional  indebtedness,
maintaining   certain   financial  ratios,  and   placing   certain
additional  liens on its properties and assets. In addition,  these
credit  agreements  contain  provisions  that  could  result  in  a
required prepayment upon a "change in control" of the Company.   At
December  31,  1995  the  Company  was  in  compliance  with  these
covenants.

<PAGE> 28

          The  Company  is  further restricted  in  the  amount  of
dividends  and distributions that it may issue or pay, and  in  the
issuance  of  certain  types of preferred stock.   The  Company  is
prohibited from issuing shares of preferred stock that provide  for
any  mandatory  redemption,  sinking  fund  payment,  or  mandatory
prepayment,  or  that  allow the holders  thereof  to  require  the
Company or a subsidiary of the Company to repurchase such preferred
stock  at the option of such holders or upon the occurrence of  any
event or events without the consent of its lenders.
          
Shoen Litigation
          
          As  disclosed  in Part II, Item 1. Legal  Proceedings,  a
judgment has been entered in the Shoen Litigation against  five  of
the  Company's  current directors and one former  director  in  the
amount of approximately $461.8 million plus statutory post-judgment
interest.   Pursuant  to separate indemnification  agreements,  the
Company  has  agreed  to indemnify the defendants  to  the  fullest
extent  permitted by law or the Company's Articles of Incorporation
or By-Laws, for all expenses and damages incurred by the defendants
in  this  proceeding,  subject  to certain  exceptions.   The  five
current  directors  filed for protection under Chapter  11  of  the
federal  bankruptcy  laws, resulting in the issuance  of  an  order
automatically  staying the execution of the judgment against  those
defendants.   Those  defendants, in cooperation with  the  Company,
filed plans of reorganization in the United States Bankruptcy Court 
for the District of Arizona all of which proposed the same funding 
and treatment of the plaintiffs' claims resulting from the judgment 
in the Shoen Litigation.  The plans of reorganization, as amended,
shall collectively be referred to as the "Plan".
          
          Under the Plan, on October 18, 1995, the Company redeemed
3,343,076  shares  of Common Stock held by Maran,  Inc.,  a  Nevada
corporation  (Maran), in exchange for approximately  $22.7  million
and  entered into a Settlement Agreement with Mary Anna Shoen Eaton
(Shoen  Eaton) whereby in exchange for approximately $41.4 million,
Shoen Eaton released the current directors and the Company from any
liability  relating  to  Shoen Litigation.   As  a  result  of  the
foregoing, and after giving effect to the discount achieved through
settlement,  approximately $84.6 million of  the  judgment  in  the
Shoen Litigation was satisfied.
          
          With  respect  to  the  other  plaintiffs  in  the  Shoen
Litigation, the Plan provided, prior to January 29, 1996,  for  the
exchange of approximately $101.4 million of the Company's Series  B
8.25% Preferred Stock for all of the Company's Common Stock held by
the  plaintiffs, and provided for the transfer of property  by  the
Company  to certain of the plaintiffs (including $193.0 million  of
the  Company's  Series D Floating Rate Preferred Stock)  having  an
aggregate  value  of  approximately $275.2  million.   However,  on
January  26,  1996,  the bankruptcy court issued  an  interlocutory
Memorandum Decision Re: Plan Confirmation (the Memorandum Decision)
which provided that the Plan as proposed by the Director-Defendants
could not be confirmed because it proposed consideration to be paid
to  the  plaintiffs other than cash.  In response to the bankruptcy
court's Memorandum Decision, the Director-Defendants, filed an
amendment to the Plan and a Motion for Rehearing on the Memorandum 
Decision.  The Plan, as amended, provides for the payment to the 
plaintiffs of $286.0 million in cash and to transfer to the plaintiffs 
other property having an indisputable value, as determined by the  
bankruptcy court, of $91.2 million.  The bankruptcy court will commence
consideration of the Plan, as amended, on March 7, 1996.
          
          
<PAGE> 29          
          
          The Memorandum Decision also provided that the plaintiffs
are entitled to statutory post-judgment interest on the judgment at
the  rate of 10% per year.  The Motion for Rehearing on this  issue
and  on  the  issue  of whether consideration other  than  cash  is
appropriate  has  been  scheduled for February  23,  1996.   As  of
February 9, 1996, total accrued interest on the outstanding balance
of the judgment is approximately $30.8 million.
          
          Pursuant  to  the  judgment in the Shoen  Litigation,  on
January  30,  1996, the Company acquired 833,420 shares  of  Common
Stock  held  by L.S.S., Inc. (L.S.S.) in exchange for approximately
$5.7  million and funded damages to L.S. Shoen of approximately $15.4
million.   The  Company  also funded a total  of  approximately  $2.1
million  of statutory post-judgment interest on the above  amounts.
In  addition,  on February 7, 1996, the Company acquired  1,651,644
shares of Common Stock held by Thermar, Inc. (Thermar) by tendering
approximately $41.8 million.  The Company also tendered to Thermar
approximately $4.1 million of statutory post-judgment  interest  on
such  amount.   As  a  result  of the foregoing  transactions,  the
balance  of  the judgment has been reduced to approximately  $313.8
million, plus interest.
          
          There is no assurance that the Plan will be confirmed  by
the  bankruptcy court.  Because the Plan has not yet been confirmed
by  the  bankruptcy court and because the Company and the Director-
Defendants may enter into settlement agreements with one or more of
the  plaintiffs on terms different from those provided in the Plan,
the  Company is unable to determine with certainty the  impact  the
Plan  and/or  any  such  settlements will  have  on  the  Company's
prospective financial condition, results of operations, cash flows,
or  capital expenditure plans.  However, as a result of funding the
Plan and/or any such settlements, the Company will incur additional
costs in the future in the form of dividends on any stock issued  
to fund the Plan or any settlement and/or interest on borrowed funds.   
Furthermore, the Company's outstanding Common Stock would be reduced 
by 12,426,836 shares, in addition to the 3,343,076 shares redeemed 
from Maran on October 18, 1995, the 833,420 shares redeemed from 
L.S.S. on January 30, 1996, and the 1,651,644 shares redeemed from 
Thermar on February 7, 1996.
          
          Other uncertainties remain about the Plan, including  the
tax treatment of the payments to be made by the Company pursuant to
the  Plan  or any settlement.  Specifically, the Company  plans  to
deduct  for  income  tax  purposes a  substantial  portion  of  the
payments  made by the Company to the plaintiffs, which will  reduce
the  Company's  income tax liability.  While the  Company  believes
that such income tax deductions are appropriate, there  can  be  no
assurance that any such deductions ultimately will  be  allowed  in
full.  Accordingly, for tax and other reasons, the consummation  of
the Plan and/or any settlement with the plaintiffs could result  in
material  changes in stockholders' equity and earnings  per  common
share.
          
          The  Plan and/or any settlement could have the effect  of
reducing  the Company's net income.  Furthermore, in the event  the
fair  value  of  the  consideration paid  by  the  Company  to  the
plaintiffs is in excess of the fair value of the stock redeemed  by
the  Company,  the  Company will be required to record  an  expense
equal to that difference.  No such expense was recorded for the  
Maran transaction which occurred in the period covered by this
report.  The Company has not yet determined the accounting treatment
for any transaction other than the Maran/Shoen Eaton transaction.
Furthermore, no provision has been made in the Company's financial 
statements for any payments to be made to the plaintiffs, other than 
the payments discussed above made to Maran and Shoen Eaton.  See 
Part II, Item 1. Legal Proceedings.

<PAGE> 30

                    PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


Shoen Litigation

          As  disclosed  in the Company's Form 10-K  for  the  year
ended  March 31, 1995, Edward J. Shoen, James P. Shoen,  Aubrey  K.
Johnson,  John  M.  Dodds, and William E. Carty,  who  are  current
members of the Board of Directors of the Company and Paul F. Shoen,
who  is  a  former  director are defendants in  an  action  in  the
Superior  Court of the State of Arizona, Maricopa County,  entitled
Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et al., No. CV88-
--------------------------------------------------------
20139,  instituted  August  2, 1988 (the  Shoen  Litigation).   The
Company was also a defendant in the action as originally filed, but
was  dismissed from the action on August 15, 1994.  The  plaintiffs
alleged,  among  other  things,  that  certain  of  the  individual
plaintiffs  were wrongfully excluded from sitting on the  Company's
Board of Directors in 1988 through the sale of Company Common Stock
to  certain  key  employees.   That sale  allegedly  prevented  the
plaintiffs from gaining a majority position in the Company's Common
Stock  and  control  of  the Company's  Board  of  Directors.   The
plaintiffs  alleged various breaches of fiduciary  duty  and  other
unlawful  conduct by the individual defendants and sought equitable
relief, compensatory damages, punitive damages, and statutory  post
judgment interest.
          
          Based  on  the plaintiffs' theory of damages (that  their
stock  has  little or no current value), the court ruled  that  the
plaintiffs  elected  as their remedy in this  lawsuit  to  transfer
their  shares  of stock to the defendants upon the satisfaction  of
the  judgment.   On October 7, 1994, the jury determined  that  the
defendants   breached  their  fiduciary  duties  and  such   breach
diminished  the  value of the plaintiffs' stock.  On  February  21,
1995, judgment was entered against the defendants in the amount  of
approximately $461.8 million plus interest and taxable  costs.   In
addition, on February 21, 1995, judgment was entered against Edward
J. Shoen in the amount of $7 million as punitive damages.  On March
23, 1995, Edward J. Shoen filed a notice of appeal with respect  to
the award of punitive damages.
          
          Pursuant  to  separate  indemnification  agreements,  the
Company  has  agreed  to indemnify the defendants  to  the  fullest
extent  permitted by law or the Company's Articles of Incorporation
or By-Laws, for all expenses and damages incurred by the defendants
in  this  proceeding, subject to certain exceptions.  In  addition,
the  transfer of Common Stock from the plaintiffs to the defendants
would  implicate rights held by the Company.  For example, pursuant
to  the Company's By-Laws, the Company has certain rights of  first
refusal  with  respect  to the transfer of the  plaintiffs'  stock.
Furthermore,  the  defendants' rights to  acquire  the  plaintiffs'
stock  may  present a corporate opportunity which  the  Company  is
entitled to exercise.
          
          On  February 21, 1995, Edward J. Shoen, James  P.  Shoen,
Aubrey  K.  Johnson,  John  M. Dodds, and  William  E.  Carty  (the
Director-Defendants) filed for protection under Chapter 11  of  the
federal  bankruptcy  laws, resulting in the issuance  of  an  order
automatically  staying the execution of the judgment against  those
defendants.   In  late  April  1995,  the  Director-Defendants,  in
cooperation with the Company, filed plans of reorganization in  the
United States Bankruptcy Court for the District of Arizona, all  of
which  propose  the same funding and treatment of  the  plaintiffs'
claims  resulting from the judgment in the Shoen  Litigation.   The
plans of reorganization, as amended, shall collectively be referred
to as the "Plan".
          
<PAGE> 31

          In  early  October  1995,  the  Director-Defendants  made
written  demand  upon  the Company to make them  whole  for  losses
resulting from the judgment in the Shoen Litigation.  The Director-
Defendants  have  also  asserted  substantial  claims  against  the
Company related to or arising from the Shoen Litigation, including,
but   not  limited  to,  claims  for  financial  losses,  emotional
distress, loss of business and/or professional reputation, loss  of
credit  standing  and  breach of contract.  The Director-Defendants
claim  that  their actions that form the basis for the judgment  in
the Shoen Litigation were actions within the scope of the Director-
Defendants'  duties and that such actions were undertaken  in  good
faith and for the benefit of the Company.
          
          In  addition,  the  Director-Defendants retain  unexpired
appeal  rights  with  respect  to the  Shoen  Litigation.   If  the
Director-Defendants exercise such appeal rights, the  damage  award
may be sustained and/or increased and the Company may be exposed to
increased  liability  to  the  Director-Defendants  under  existing
indemnity  agreements, which liability includes the  obligation  to
pay the legal fees and expenses of prosecuting appeals.
          
          In  recognition  of the foregoing and of the  substantial
risks associated with an appeal of the Shoen Litigation, on October
17,  1995,  the  Company entered into an agreement (the  Agreement)
with the Director-Defendants resolving the foregoing issues.  Under
the  Agreement, the Company agreed, among other things, to fund the
Plan  and  to release the Director-Defendants from all  claims  the
Company  may  have against them arising from the Shoen  Litigation.
In  addition,  the  Director-Defendants  agreed,  (i)  to  release,
subject to certain exceptions, the Company from any claim they  may
have against it pursuant to any indemnification agreements, (ii) to
assign  all  rights  they have under the Shoen  Litigation  to  the
Company,  (iii)  to waive all appeal rights related  to  the  Shoen
Litigation (not including Edward J. Shoen's appeal of the  punitive
damage  award), and (iv) not to oppose the Company should it  elect
to  exercise its right of first refusal on any Common Stock  to  be
transferred by the plaintiffs upon satisfaction of the judgment  in
the Shoen Litigation.
          
          Under  the  Plan,  on September 19, 1995,  the  Director-
Defendants entered into a Stock Purchase Agreement with one of  the
plaintiffs  in  the  Shoen  Litigation,  Maran,  Inc.,   a   Nevada
corporation (Maran), contingent upon the approval of the bankruptcy
court.   All  of  Maran's voting stock is held by Mary  Anna  Shoen
Eaton  (Shoen  Eaton),  who  is  also  a  plaintiff  in  the  Shoen
Litigation.   Under  the  Stock Purchase Agreement,  the  Director-
Defendants agreed to purchase 3,343,076 shares of Common Stock held
by  Maran  in exchange for approximately $22.7 million.  The  Stock
Purchase Agreement was approved by the bankruptcy court on  October
10, 1995.  On October 18, 1995, the Company exercised its right  of
first refusal and redeemed the Common Stock that was the subject of
the  Stock Purchase Agreement for the price set forth therein.   In
addition,  on  September  19, 1995, the Director-Defendants,  Shoen
Eaton,  Maran, and the Company entered into a Settlement Agreement,
contingent upon the approval of the bankruptcy court, providing for
the  payment  to  Shoen  Eaton of approximately  $41.4  million  in
exchange  for a full release of all claims against the Company  and
the  Director-Defendants, including all claims asserted by  her  in
the Shoen Litigation.  The Settlement Agreement was approved by the
bankruptcy court on October 10, 1995, and the payment was  made  on
October  18, 1995.  As a result of the foregoing, and after  giving
effect  to  the discount achieved through settlement, approximately
$84.6  million  of  the  judgment  in  the  Shoen  Litigation   was
satisfied.
          
          With  respect  to  the  other  plaintiffs  in  the  Shoen
Litigation, the Plan provided, prior to January 29, 1996,  for  the
exchange of approximately $101.4 million 
<PAGE> 32
of the Company's Series  B
8.25% Preferred Stock for all of the Company's Common Stock held by
the  plaintiffs, and provided for the transfer of property  by  the
Company  to certain of the plaintiffs (including $193.0 million  of
the  Company's  Series D Floating Rate Preferred Stock)  having  an
aggregate  value  of  approximately $275.2  million.   However,  on
January  26,  1996,  the bankruptcy court issued  an  interlocutory
Memorandum Decision Re: Plan Confirmation (the Memorandum Decision)
which provided that the Plan as proposed by the Director-Defendants
could not be confirmed because it proposed consideration to be paid
to  the  plaintiffs other than cash.  In response to the bankruptcy
court's Memorandum Decision, the Director-Defendants, filed an
amendment to the Plan and a Motion for Rehearing on the Memorandum 
Decision.  The Plan, as amended, provides for payment to the plaintiffs 
of $286.0 million in cash and to transfer to the plaintiffs other  
property having an indisputable value, as determined by the bankruptcy
court,  of  $91.2  million.   The bankruptcy  court  will  commence
consideration of the Plan, as amended, on March 7, 1996.
          
          The Memorandum Decision also provided that the plaintiffs
are entitled to statutory post-judgment interest on the judgment at
the  rate of 10% per year.  The Motion for Rehearing on this  issue
and  on  the  issue  of whether consideration other  than  cash  is
appropriate  has  been  scheduled for February  23,  1996.   As  of
February 9, 1996, total accrued interest on the outstanding balance
of the judgment is approximately $30.8 million.
          
          Pursuant  to  the  judgment in the Shoen  Litigation,  on
January  30,  1996, the Company acquired 833,420 shares  of  Common
Stock  held  by L.S.S., Inc. (L.S.S.) in exchange for approximately
$5.7 million and funded damages to L.S. Shoen of approximately $15.4
million.   The  Company also funded a total  of  approximately  $2.1
million  of statutory post-judgment interest on the above  amounts.
In  addition,  on February 7, 1996, the Company acquired  1,651,644
shares of Common Stock held by Thermar, Inc. (Thermar) by tendering
approximately  $41.8 million.  The Company also tendered to Thermar
approximately $4.1 million of statutory post-judgment  interest  on
such  amount.   As  a  result  of the foregoing  transactions,  the
balance  of  the judgment has been reduced to approximately  $313.8
million, plus interest.
          
          There is no assurance that the Plan will be confirmed  by
the  bankruptcy court.  Because the Plan has not yet been confirmed
by  the  bankruptcy court and because the Company and the Director-
Defendants may enter into settlement agreements with one or more of
the  plaintiffs on terms different from those provided in the Plan,
the  Company is unable to determine with certainty the  impact  the
Plan  and/or  any  such  settlements will  have  on  the  Company's
prospective financial condition, results of operations, cash flows,
or  capital expenditure plans.  However, as a result of funding the
Plan and/or any such settlements, the Company will incur additional
costs in the future in the form of dividends on any stock issued to
fund the Plan or any settlement and/or interest on borrowed funds.   
Furthermore, the Company's outstanding Common Stock would be reduced 
by 12,426,836 shares, in addition to the 3,343,076 shares redeemed 
from Maran on October 18, 1995, the 833,420 shares redeemed from 
L.S.S. on January 30, 1996, and the 1,651,644 shares redeemed from 
Thermar on February 7, 1996.
          
          Other uncertainties remain about the Plan, including  the
tax treatment of the payments to be made by the Company pursuant to
the  Plan  or any settlement.  Specifically, the Company  plans  to
deduct  for  income  tax  purposes a  substantial  portion  of  the
payments  made by the Company to the plaintiffs, which will  reduce
the  Company's  income tax liability.  While the  Company  believes
that such income tax deductions 

<PAGE> 33

are appropriate, there  can  be  no
assurance that any such deductions ultimately will  be  allowed  in
full.  Accordingly, for tax and other reasons, the consummation  of
the Plan and/or any settlement with the plaintiffs could result  in
material  changes in stockholders' equity and earnings  per  common
share.
          
          The  Plan and/or any settlement could have the effect  of
reducing  the Company's net income.  Furthermore, in the event  the
fair  value  of  the  consideration paid  by  the  Company  to  the
plaintiffs is in excess of the fair value of the stock redeemed  by
the  Company,  the  Company will be required to record  an  expense
equal to that difference.  No such expense was recorded for the
Maran transaction which occurred in the period covered by this 
report.  The Company has not yet determined the accounting treatment
for any transaction other than the Maran/Shoen Eaton transaction.
Furthermore, no provision has been made in the Company's financial 
statements for any payments to be made to the plaintiffs, other than 
the payments discussed above made to Maran and Shoen Eaton.
          
          
          
<PAGE> 34


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         a. Exhibits

           2.1  Debtor's Second Amendment Modifying the Amended
           and Restated   Plans of Reorganization Proposed by the
           Debtors
           2.2  Debtor's Third Amendment Modifying the Amended and
           Restated  Plans of Reorganization Proposed by the
           Debtors
           2.3  Debtor's Fourth Amendment Modifying the Amended
           and Restated   Plans of Reorganization Proposed by the
           Debtors
           3.1  Restated Articles of Incorporation (1)
           3.2  Restated By-Laws of AMERCO as of August 15,
           1995(2)
           27   Financial Data Schedule
           
         b. Reports on Form 8-K.

           No  reports on Form 8-K were filed for the quarter ended
           December 31, 1995.








_____________________________________


(1)  Incorporated by reference to the Company's Quarterly Report on
     Form 10-Q for the quarter ended December 31, 1992, file no. 0-7862.

(2)  Incorporated by reference to the Company's Quarterly Report on
     Form 10-Q for the quarter ended September 30, 1995, file no. 0-7862.
                                 
<PAGE> 35                            
                            SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.


                                   U-Haul International, Inc.

                                  ___________________________________
                                            (Registrant)


Dated:  February 14, 1995           By: /S/ DONALD W. MURNEY
                                   ___________________________________
                                        Donald W. Murney, Treasurer
                                       (Principal Financial Officer)