<PAGE>








______________________________________________________________________________





                             AMERCO
                                
                               TO
                                
                     CITIBANK, N.A., TRUSTEE


                        ________________
                                
                                
                  SECOND SUPPLEMENTAL INDENTURE
                  DATED AS OF OCTOBER 22, 1997
                                
                               TO
                                
                                
                            INDENTURE
                                
                     DATED AS OF MAY 1, 1996
                                
                                
                        ________________

           6.65% SENIOR NOTES, SERIES 1997-A DUE 2029
           6.89% SENIOR NOTES, SERIES 1997-B DUE 2010
           7.135% SENIOR NOTES, SERIES 1997-C DUE 2032



______________________________________________________________________________
<PAGE>


          SECOND SUPPLEMENTAL INDENTURE, dated as of the 22nd day
of October 1997 (the "SUPPLEMENTAL INDENTURE"), between AMERCO, a
corporation  duly organized and existing under the  laws  of  the
State  of  Nevada  (herein  called  the  "COMPANY"),  having  its
principal  office at 1325 Airmotive Way, Suite 100, Reno,  Nevada
89502-3239,  and CITIBANK, N.A., a national banking  association,
existing  under  the  laws of the United States  of  America,  as
Trustee  (herein called the "TRUSTEE") under the Indenture  dated
as  of May 1, 1996 (the "DEBT SECURITIES INDENTURE"), between the
Company and the Trustee.


                    RECITALS OF THE COMPANY

           The  Company  has  executed  and  delivered  the  Debt
Securities  Indenture to the Trustee to provide for the  issuance
of   its  unsecured  debentures,  notes  or  other  evidences  of
indebtedness,  to  be issued from time to time  in  one  or  more
series as determined by the Company in accordance with the  terms
of  the  Debt  Securities  Indenture, in an  unlimited  aggregate
principal   amount  which  may  be  authenticated  and  delivered
thereunder as provided in the Debt Securities Indenture.

          Pursuant to the terms of the Debt Securities Indenture,
the Company desires to provide for the establishment of three new
series   of  notes  to  be  known  as  its  6.65%  Senior  Notes,
Series  1997-A due October 15, 2029 (the "SERIES A  NOTES"),  its
6.89%  Senior  Notes,  Series 1997-B due October  15,  2010  (the
"SERIES B NOTES") and its 7.135% Senior Notes, Series 1997-C  due
October  15,  2032 (the "SERIES C NOTES" and, together  with  the
Series  A  Notes and Series B Notes, the "NOTES"), the  form  and
substance  of such Notes and the terms, provisions and conditions
thereof  to  be  set  forth as provided in  the  Debt  Securities
Indenture and this Supplemental Indenture.

            All   things  necessary  to  make  this  Supplemental
Indenture  a  valid agreement of the Company, in accordance  with
its terms, have been done.

          NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

           For  and  in  consideration of the  premises  and  the
purchase of the Notes by the Holders thereof (as defined  below),
it   is  mutually  covenanted  and  agreed,  for  the  equal  and
proportionate benefit of all Holders of the Notes as follows:

                          ARTICLE ONE

                DEFINITIONS AND OTHER PROVISIONS
                     OF SPECIAL APPLICATION

SECTION 101.  Definitions.

             For all purposes of this Supplemental Indenture, except
as  otherwise expressly provided or unless the context  otherwise
requires:
<PAGE>

                (1)   terms used herein and not otherwise defined
     herein  shall have the respective meanings assigned  thereto
     in the Debt Securities Indenture, whether by cross-reference
     or otherwise;

                (2)   the words "herein", "hereof" and "hereunder"
     and  other  words  of  similar import,  when  used  in  this
     Supplemental Indenture, refer to this Supplemental Indenture
     as  a  whole  and not to any particular Article, Section  or
     other subdivision thereof; and

                (3)   the terms defined in this Article have  the
     meanings  assigned to them in this Article and  include  the
     plural as well as the singular, as follows:

      "ATTRIBUTABLE  DEBT" means indebtedness for money  borrowed
deemed  to  be  incurred  in respect  of  a  Sale  and  Leaseback
Transaction  and  shall  be, at the date  of  determination,  the
present value (discounted at the actual rate of interest implicit
in   such   transaction,  compounded  annually),  of  the   total
obligations  of  the  lessee  for  rental  payments  during   the
remaining  term of the lease included in such Sale and  Leaseback
Transaction.

      "CAPITAL STOCK" means, with respect to any person, any  and
all shares or other equivalents (however designated) of corporate
stock,  partnership interests, or any other participation, right,
warrant,  option, or other interest in the nature  of  an  equity
interest   in   such  person,  but  excluding   debt   securities
convertible or exchangeable into such equity interest.

      "CAPITALIZED  LEASE"  means any lease  the  obligation  for
Rentals with respect to which is required to be capitalized on  a
consolidated balance sheet of the lessee and its subsidiaries  in
accordance with GAAP.

      "CONSOLIDATED NET TANGIBLE ASSETS" means, as of the date of
any  determination thereof, the total amount of all assets of the
Company  and  its  Consolidated Subsidiaries (less  depreciation,
depletion and other properly deductible valuation reserves) after
deducting Intangibles.

      "CONSOLIDATED  SUBSIDIARY"  means  any  Subsidiary  of  the
Company  or  of any Consolidated Subsidiary which is consolidated
with  the  Company for financial reporting purposes in accordance
with GAAP.

      "DEBT"  of  the  Company or any Subsidiary  thereof  means,
collectively, (i) any bond, debenture, note or other evidence  of
indebtedness for money borrowed by the Company or any  Subsidiary
(excluding  any  indebtedness for money borrowed by  the  Company
from  any  Affiliate thereof) or (ii) any mortgage, indenture  or
instrument (including the Debt Securities Indenture) under  which
there may be issued or by which there may be secured or evidenced
any indebtedness for money borrowed by the Company (excluding any
indebtedness for money borrowed by the Company from any Affiliate
thereof) or any Subsidiary (excluding any indebtedness for  money
borrowed  by any Subsidiary from any Affiliate thereof),  whether
such indebtedness now exists or shall hereafter be created.

      "DEFAULT" means an event which, with the giving of notice or
the lapse of time, or both, would constitute an Event of Default.

      "DOLLARS" means the lawful currency of the United States of
America.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
<PAGE>

      "GAAP"  means  United States generally accepted  accounting
principles  as in effect as of the date of determination,  unless
otherwise stated.

      "GOOD  FAITH  CONTEST"  means, with  respect  to  any  tax,
assessment,   Lien,   obligation,  claim,  liability,   judgment,
injunction,  award,  decree, order, law, regulation,  statute  or
similar  item,  any challenge or contest thereof  by  appropriate
proceedings timely initiated in good faith by the Person  subject
thereto  for which adequate reserves therefor have been taken  in
accordance with GAAP.

      "INDEBTEDNESS FOR MONEY BORROWED", when used with respect to
the  Company or any Subsidiary, means any obligation of,  or  any
obligation guaranteed by, the Company or any Subsidiary  for  the
repayment  of borrowed money, whether or not evidenced by  bonds,
debentures, notes or other written instruments, and any  deferred
obligation of, or any such obligation guaranteed by, the  Company
for the payment of the purchase price of property or assets.

      "INTANGIBLES"  means all Intellectual  Properties  and  all
goodwill,   patents,   trade   names,   trademarks,   copyrights,
franchises,    experimental   expense,   organization    expense,
unamortized  debt  discount and expense, deferred  assets  (other
than  prepaid  insurance,  prepaid  taxes,  prepaid  advertising,
prepaid  licensing  and  other similar expenses  prepaid  in  the
ordinary course of business), amounts invested in or advanced  to
or  equity  in the Company's Subsidiaries other than Consolidated
Subsidiaries less any writedowns thereof, the excess of  cost  of
shares  acquired over book value of related assets, any  increase
in  the  value  of  a  fixed asset arising  from  a  reappraisal,
revaluation  or write-up thereof, and such other  assets  as  are
properly  classified as "intangible assets"  in  accordance  with
GAAP.

      "INTELLECTUAL PROPERTIES" means all material patents, patent
applications, copyrights, copyright applications, trade  secrets,
trade  names and trademarks, technologies, methods, processes  or
other proprietary properties or information which are used by the
Company and its Consolidated Subsidiaries in the conduct of their
business  and are either owned by them or are used,  employed  or
practiced  by  them  under valid and existing  licenses,  grants,
"shop rights", or other rights.

      "ISSUE DATE" means the date of initial issuance of the Notes
under   this  Supplemental  Indenture  and  the  Debt  Securities
Indenture.

      "LIEN" means any interest in property securing an obligation
owed  to,  or  a claim by, a person other than the owner  of  the
property,  whether  such interest is based  on  the  common  law,
statute  or  contract,  and including  but  not  limited  to  the
security  interest or lien arising from a mortgage,  encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment
or bailment for security purposes.  The term "LIEN" shall include
reservations,  exceptions, encroachments,  easements,  rights-of-
way,  covenants, conditions, restrictions, bankers' liens, setoff
and  similar arrangements, leases and other title exceptions  and
encumbrances  (including,  with  respect  to  stock,  stockholder
agreements, voting trust agreements, buy-back agreements and  all
similar  arrangements)  affecting  property.   For  the  purposes
hereunder,  the  Company or a Consolidated  Subsidiary  shall  be
deemed  to be the owner of any property which it has acquired  or
holds  subject to a conditional sale agreement, Capitalized Lease
or  other arrangement pursuant to which title to the property has
been  retained  by  or vested in some other person  for  security
purposes and such retention or vesting shall constitute a Lien.
<PAGE>

      "PRIORITY DEBT" means (i) indebtedness for money borrowed of
any   Consolidated  Subsidiary,  except  indebtedness  for  money
borrowed  issued  to and held by the Company  or  a  Wholly-Owned
Consolidated  Subsidiary,  and  (but  without  duplication)  (ii)
Secured Indebtedness.

      "RENTALS"  means  and  includes, as  of  the  date  of  any
determination thereof, all fixed payments (including as such  all
payments  which the lessee is obligated to make to the lessor  on
termination of the lease or surrender of the property) payable by
the  Company or a Consolidated Subsidiary, as lessee or sublessee
under  a  lease  of  real  or personal  property,  but  shall  be
exclusive of any amounts required to be paid by the Company or  a
Consolidated Subsidiary (whether or not designated  as  rents  or
additional  rents) on account of maintenance, repairs, insurance,
taxes  and  similar  charges.  Fixed rents  under  any  so-called
"percentage leases" shall be computed solely on the basis of  the
minimum  rents,  if  any,  required to  be  paid  by  the  lessee
regardless of sales volume or gross revenues.

      "SALE  AND LEASEBACK TRANSACTION" has the meaning specified
in Section 602 hereof.

      "SECURED  INDEBTEDNESS" means any  indebtedness  for  money
borrowed,  whether of the Company or any Consolidated Subsidiary,
secured  by  any  Lien  on any property of  the  Company  or  any
Consolidated Subsidiary.

      "SUBSIDIARY" means a person more than 50% of the outstanding
Voting  Stock of which is owned, directly or indirectly,  by  the
Company  or by one or more other Subsidiaries, or by the  Company
and one or more other Subsidiaries.

      "VOTING  STOCK"  of a person means all classes  of  Capital
Stock  of  such person then outstanding and normally entitled  to
vote  in the election of directors (or persons performing similar
functions) or to direct the business and affairs of the issuer of
such Capital Stock in the absence of contingencies.

      "WHOLLY-OWNED   CONSOLIDATED   SUBSIDIARY"   means    any
Consolidated Subsidiary all of the outstanding Capital  Stock  of
which  (except  for directors' qualifying shares  to  the  extent
required  by applicable law) is owned by the Company  and/or  its
Wholly-Owned Consolidated Subsidiaries.

SECTION 102.  Debt Securities Indenture.

           The Debt Securities Indenture, as supplemented by this
Supplemental   Indenture,  is  in  all  respects   ratified   and
confirmed,  and this Supplemental Indenture shall be deemed  part
of  the  Indenture  in the manner and to the  extent  herein  and
therein provided.

SECTION 103.  Counterparts.

           This  Supplemental Indenture may be  executed  in  any
number  of  counterparts each of which shall be an original;  but
such  counterparts shall together constitute but one and the same
instrument.

                          ARTICLE TWO

                       FORM OF THE NOTES

SECTION 201.  Form of the Face of the Notes.
<PAGE>

           The  face of the Notes is to be substantially  in  the
following form:

     [To  be  included on the face of any Note that is  a  Global
     Security:

                This Note is a Global Security within the meaning
     of the Supplemental Indenture hereinafter referred to and is
     registered  in the name of a Depository or a  nominee  of  a
     Depository  or  a successor depository.  This  Note  is  not
     exchangeable for Notes registered in the name  of  a  Person
     other  than  the  Depository or its nominee  except  in  the
     limited  circumstances  described  in  the  Debt  Securities
     Indenture hereinafter referred to, and no transfer  of  this
     Note  (other than a transfer of this Note as a whole by  the
     Depository to a nominee of the Depository or by a nominee of
     the  Depository to the Depository or another nominee of  the
     Depository)   may  be  registered  except  in  the   limited
     circumstances described in the Supplemental Indenture.]

     [To  be  included on the face of any Note that is  a  Global
     Security where DTC is the Depository:

                Unless  this  Note is presented by an  authorized
     representative of The Depository Trust Company, a  New  York
     corporation  ("DTC"), to the Company (as defined  below)  or
     its agent for registration of transfer, exchange or payment,
     and any certificate issued is registered int he name of Cede
     & Co. or in such other name as is requested by an authorized
     representative  of DTC, ANY TRANSFER, PLEDGE  OR  OTHER  USE
     HEREOF  FOR  VALUE  OR  OTHERWISE BY OR  TO  ANY  PERSON  IS
     WRONGFUL  inasmuch as the registered owner  hereof,  Cede  &
     Co., has an interest herein.]

                             AMERCO

        ___% Senior Notes, Series 1997-[A][B][C] Due [2029][2010][2032]

     No.__________                                    $__________
     CUSIP No. __________

                AMERCO, a corporation duly organized and existing
     under the laws of Nevada (herein called the "COMPANY", which
     terms   includes  any  successor  Person  under   the   Debt
     Securities  Indenture hereinafter referred  to),  for  value
     received,  hereby  promises to pay  to  ________________  or
     registered   assigns,  the  principal  sum   of   __________
     _____________ on October 15, [2029][2010][2032] and  to  pay
     interest  thereon  from October 22, 1997 or  from  the  most
     recent Interest Payment Date on which interest has been paid
     or  duly provided for, semi-annually on April 15 and October
     15 of each year (each an "INTEREST PAYMENT DATE") commencing
     April  15,  1998, at the rate of ___% per annum (subject  to
     reset, effective as of the Interest Reset Effective Date (as
     defined   herein),   pursuant  to  the  Calculation   Agency
     Agreement referred to herein, as set forth in more detail on
     the  reverse hereof), until the principal hereof is paid  or
     made  available  for payment, and (to the  extent  that  the
     payment of such interest shall be legally enforceable) at  a
     rate  per annum equal to 2% plus the rate per annum at which
     interest   otherwise  accrues  hereunder  on   any   overdue
     principal   (and  premium,  if  any)  and  on  any   overdue
     installment of interest.

                All capitalized terms used herein shall have  the
     respective  meanings  assigned thereto in  the  Supplemental
     Indenture  dated  as of October 22, 1997 (the  "SUPPLEMENTAL
     INDENTURE")  between  the Company  and  Citibank,  N.A.,  as
     Trustee  (the  "TRUSTEE", which term includes any  successor
<PAGE>
     trustee  under  the  Debt Securities Indenture  referred  to
     below),  whether  by  cross-reference  or  otherwise.    The
     Supplemental Indenture is one of the supplemental indentures
     referred to in and executed in accordance with the terms  of
     the  Debt  Securities Indenture dated  as  of  May  1,  1996
     between  the  Company  and  the Trustee.   The  interest  so
     payable,  and punctually paid or duly provided for,  on  any
     Interest  Payment  Date  will,  as  provided  in  the   Debt
     Securities Indenture and the Supplemental Indenture, be paid
     to  the  Person  in whose name this Note  (or  one  or  more
     Predecessor Note) is registered at the close of business  on
     the  Regular Record Date for such interest, which  shall  be
     April 1 or October 1 (whether or not a Business Day), as the
     case may be, next preceding such Interest Payment Date.  Any
     such  interest not so punctually paid or duly  provided  for
     will  forthwith  cease to be payable to the Holder  on  such
     Regular Record Date and may either be paid to the Person  in
     whose  name this Note (or one or more Predecessor Notes)  is
     registered at the close of business on a Special Record Date
     for  the  payment of such Defaulted Interest to be fixed  by
     the  Trustee,  notice whereof shall be given to  Holders  of
     Notes  not  less  than 10 days prior to such Special  Record
     Date, or be paid at any time in any other lawful manner, all
     as more fully provided in said Debt Securities Indenture and
     Supplemental Indenture.

                Payment of the principal of (and premium, if any)
     and  any  such  interest on this Note will be  made  in  the
     manner   set   forth  in  the  Supplemental  Indenture,   in
     immediately available funds in such coin or currency of  the
     United States of America as at the time of payment is  legal
     tender  for  payment of public and private  debts,  provided
     that the Company may at its option pay interest by check  in
     the  case of a Note that is not a Global Security.   In  the
     event  that the Maturity or Interest Payment Date is  not  a
     Business  Day,  then  payment of interest  payable  on  such
     Maturity or Interest Payment Date, as the case may be, shall
     be made on the next succeeding Business Day (and without any
     interest or other payment in respect of any such delay),  in
     each  case with the same force and effect as if made on such
     Maturity or Interest Payment Date.

               Reference is hereby made to the further provisions
     of  this  Note set forth on the reverse hereof  and  of  the
     Supplemental  Indenture and the Debt  Securities  Indenture,
     which  further  provisions shall for all purposes  have  the
     same effect as if set forth at this place.  In the event  of
     any   conflict  between  this  Note  on  one  hand  and  the
     Supplemental Indenture and the Debt Securities Indenture, on
     the  other, the terms of the Supplemental Indenture and  the
     Debt Securities Indenture shall govern.

                Unless  the certificate of authentication  hereon
     has  been executed by the Trustee by manual signature,  this
     Note  shall  not be entitled to any benefit under  the  Debt
     Securities  Indenture or the Supplemental  Indenture  or  be
     valid or obligatory for any purpose.
<PAGE>
                IN  WITNESS WHEREOF, the Company has caused  this
     instrument to be duly executed under its corporate seal.

     Dated:  _______________
                                   AMERCO

                                   By________________________
                                      Title:
     ATTEST:

     By_____________________
        Title:



SECTION 202.  Form of the Reverse of the Notes.

           The Reverse of the Notes is to be substantially in the
following form:

                This  Note is one of a duly authorized  issue  of
     securities  of  the Company (the "NOTES") issued  under  the
     Debt Securities Indenture and the Supplemental Indenture, to
     which  Debt Securities Indenture and Supplemental  Indenture
     reference  is hereby made for a statement of the  respective
     rights,   limitations  of  rights,  duties  and   immunities
     thereunder  of the Company, the Trustee and the  Holders  of
     the Notes and of the terms upon which the Notes are, and are
     to be, authenticated and delivered.  This Note is one of the
     series  designated on the face hereof, limited in  aggregate
     principal amount to $100,000,000.

                In  the  event that a Note is purchased  in  part
     only,  a new Note or Notes of like tenor for the unpurchased
     portion  hereof  will be issued in the name  of  the  Holder
     hereof upon the cancellation hereof, provided that each  new
     note  issued shall be in a principal amount in denominations
     of $100,000 and integral multiples thereof.

                The  rate of interest on the Notes is subject  to
     reset  as provided in the Calculation Agency Agreement dated
     as  of October 22, 1997 (as modified and supplemented and in
     effect   from   time   to  time,  the  "CALCULATION   AGENCY
     AGREEMENT"),  between  the Company and Citicorp  Securities,
     Inc., as calculation agent (in such capacity, together  with
     its  successors in such capacity, the "CALCULATION  AGENT").
     As  provided  in Section 401 of the Supplemental  Indenture,
     upon  receipt by the Company of notice from the  Calculation
     Agent of its calculation of the rate of interest (the "RESET
     RATE")  at  which interest is to accrue in  respect  of  the
     Notes  (other than in respect of overdue amounts), effective
     from and including October 15, [1999] 1 [2000] 2 [2002] 3 (or, if

_______________________________
1Include in Series A Note.

2Include in Series B Note.

3Include in Series C Note.
<PAGE>
     such date is not a Business Day, from and including the next
     succeeding  Business  Day)  (the "INTEREST  RESET  EFFECTIVE
     DATE"), the Company is required, by delivery of an Officers'
     Certificate to the Trustee on or prior to the Interest Reset
     Effective  Date,  to notify the Trustee of such  Reset  Rate
     (whereupon  the Trustee is required to give notice  of  such
     Reset Rate to each Holder of record on such  Interest  Reset
     Effective  Date).   Any such change in  the  rate  at  which
     interest  is  to  accrue in respect of the  Notes  shall  be
     effective  for  the period from and including  the  Interest
     Reset  Effective Date to but excluding Maturity, subject  to
     receipt by the Company from the Calculation Agent of  notice
     of such Reset Rate.

                The  Notes  shall not be subject to  any  sinking
     fund.

               If (a) the Call Options (as defined below) are not
     exercised  at  or prior to 4:00 p.m. New York City  time  on
     October [__], [1999] 4 [2000] 5 [2002] 6 (or, if such date is not
     a  Business  Day, on the next preceding Business  Day)  (the
     "CALL  EXERCISE DATE"), or (b) following any such  exercise,
     the  Callholders (as defined below) fail to make payment  in
     full  when  due for the purchase of the Notes in  accordance
     with  the  Call  Options  (either such  event,  a  "PURCHASE
     TRIGGER  EVENT"),  then  any  Holder  of  a  Note  may,   by
     irrevocable  written  notice to  the  Company  (which  shall
     promptly  notify  the  Trustee) given  not  later  than  two
     Business Days after the Purchase Trigger Event, require that
     the  Company, not earlier than the Interest Reset  Effective
     Date and not later than the date one Business Day after  the
     date  of such notice, purchase such Note at a purchase price
     (paid through the Trustee) equal to (i) the unpaid principal
     amount  of  such Note plus (ii) all unpaid interest  on  the
     unpaid  principal  amount  of  such  Note  accrued  to   but
     excluding   the   Interest   Reset   Effective   Date   plus
     (iii)  interest  (calculated  at  the  rate  applicable   to
     payments  of  overdue principal of such Note  prior  to  the
     Interest  Reset  Effective Date)  on  the  unpaid  principal
     amount of such Note, and on any accrued and unpaid interest,
     accrued from and including the Interest Reset Effective Date
     to but excluding the date of payment of such purchase price.
     As  used  herein, (A) "CALL OPTIONS" means each of  (i)  the
     call option, dated as of October 22, 1997, pursuant to which
     Citibank,  N.A. (or a successor Callholder) has  the  right,
     but  not  the  obligation, to purchase  Notes  on  the  Call
     Exercise  Date at the purchase price specified  therein  and
     (ii) the call option, dated as October 22, 1997, pursuant to
     which NationsBank, N.A. (or a successor Callholder) has  the
     right, but not the obligation, to purchase Notes on the Call
     Exercise  Date at the purchase price specified  therein,  in
     each case, subject to and in accordance with the ISDA Master
     Agreement entered into between the Callholder party  thereto
     and  the  initial Holder of the Notes; and (B) "CALLHOLDERS"
     means, with respect to the first Call Option, Citibank, N.A.
     and,  with  respect to the second Call Option,  NationsBank,
     N.A.,   in   each  case,  together  with  their   respective
     transferees and successors.

                In  the event that a Holder elects to require the
     Company  to  purchase  a Note pursuant  to  the  immediately
     preceding  paragraph, the Company may, in lieu of purchasing
     the  relevant Note, with notice to the Trustee,  identify  a
     third  party  who  will agree to purchase the  Note  on  the
     purchase date under the same terms and conditions as if  the
     Notes  were purchased by the Company.  The Company will  not
_______________________________
4Include in Series A Note.

5Include in Series B Note.

6Include in Series C Note.
<PAGE>
     be  relieved  of its obligations to purchase a Note  on  any
     purchase  date specified above if such third party fails  to
     purchase such Note.

                The  Notes shall be general unsecured obligations
     of the Company.  The Notes shall rank pari passu in right of
     payment  with  all senior indebtedness of  the  Company  and
     senior  in right of payment to any subordinated indebtedness
     of the Company.

                If  an Event of Default with respect to the Notes
     shall  occur and be continuing, the principal of  the  Notes
     may  be declared due and payable in the manner and with  the
     effect  provided  in the Debt Securities Indenture  and  the
     Supplemental Indenture.

               The Debt Securities Indenture and the Supplemental
     Indenture   permit,  with  certain  exceptions  as   therein
     provided, the amendment thereof and the modification of  the
     rights and obligations of the Company and the rights of  the
     Holders  of  the  Notes to be effected at any  time  by  the
     Company and the Trustee with the consent of the Holders of a
     majority  of  aggregate principal amount or  at  least  two-
     thirds of the aggregate principal amount, as applicable,  of
     the  Notes  at  the time Outstanding.  The  Debt  Securities
     Indenture  and  the  Supplemental  Indenture  also   contain
     provisions  permitting the Holders of specified  percentages
     in principal amount of the Notes at the time Outstanding, on
     behalf  of the Holders of all Notes, to waive compliance  by
     the  Company with certain provisions of the Debt  Securities
     Indenture  and the Supplemental Indenture and  certain  past
     defaults  under  the  Debt  Securities  Indenture  and   the
     Supplemental  Indenture  and their consequences.   Any  such
     consent  or  waiver  by the Holder of  this  Note  shall  be
     conclusive and binding upon such Holder and upon all  future
     Holders  of  this  Note  and of any  Note  issued  upon  the
     registration of transfer hereof or in exchange herefor or in
     lieu  hereof,  whether or not notation of  such  consent  or
     waiver is made upon this Note.

                 No  reference  herein  to  the  Debt  Securities
     Indenture and the Supplemental Indenture and no provision of
     this  Note  or  of  the  Debt Securities  Indenture  or  the
     Supplemental Indenture shall alter or impair the  obligation
     of  the Company, which is absolute and unconditional, to pay
     the  principal of and any premium and interest on this  Note
     at  the  times, place and rate, and in the coin or currency,
     herein prescribed.

                As  provided in the Debt Securities Indenture and
     the   Supplemental   Indenture,  and  subject   to   certain
     limitations therein set forth, the transfer of this Note  is
     registrable in the Security Register, upon surrender of this
     Note for registration of transfer at the office or agency of
     the  Company  in any place where the principal  of  and  any
     premium and interest on this Note are payable, duly endorsed
     by,  or  accompanied by a written instrument of transfer  in
     form  satisfactory to the Company and the Security Registrar
     duly  executed  by, the Holder hereof or his  attorney  duly
     authorized in writing, and thereupon one or more  new  Notes
     of  like tenor, of authorized denominations and for the same
     aggregate principal amount, will be issued to the designated
     transferee or transferees.

               The Debt Securities Indenture and the Supplemental
     Indenture  contain  provisions for defeasance  at  any  time
     after  the  Interest Reset Effective Date of (a) the  entire
     amount  of  the Notes and (b) certain restrictive  covenants
     and related Events of Default, in each case, upon compliance
     with certain conditions set forth therein.
<PAGE>

                The  Notes  are issuable only in registered  form
     without  coupons  in  denominations  of  $100,000  and   any
     integral   multiple  thereof.   As  provided  in  the   Debt
     Securities  Indenture  and  the Supplemental  Indenture  and
     subject to certain limitations therein set forth, Notes  are
     exchangeable for a like aggregate principal amount of  Notes
     of  like  tenor  of a different authorized denomination,  as
     requested by the Holder surrendering the same.

                No  service  charge shall be made  for  any  such
     registration  of transfer or exchange, but the  Company  may
     require  payment  of a sum sufficient to cover  any  tax  or
     other governmental charge payable in connection therewith.

                 Prior  to  due  presentment  of  this  Note  for
     registration of transfer, the Company, the Trustee  and  any
     agent of the Company or the Trustee may treat the Person  in
     whose  name this Note is registered as the owner hereof  for
     all  purposes,  whether or not this  Note  be  overdue,  and
     neither the Company, the Trustee nor any such agent shall be
     affected by notice to the contrary.

                This  Note shall be governed by and construed  in
     accordance with the laws of the State of New York.
<PAGE>
                        TRANSFER NOTICE

                FOR  VALUE  RECEIVED, the undersigned  registered
     Holder hereby sell(s), assign(s) and transfer(s) unto

          Insert Taxpayer Identification Number:

          __________________________________________

          Please print or type name and address, including
          the zip code of the assignee:

          ___________________________________________

     the   attached  Note  and  all  rights  thereunder,   hereby
     irrevocably constituting and appointing

          ___________________________________________

     as  attorney  to  transfer said Note on  the  books  of  the
     Company with full power and substitution in the premises.


     Date:_____________________



                              ___________________________________
                              NOTE:  The signature  to this
                              assignment  must correspond with
                              the name as written upon  the face
                              of the attached Note in every
                              particular,   without alteration or
                              change whatsoever.


SECTION 203.  Form of the Certificate of Authentication.

           The  Trustee's  Certificate of  Authentication  to  be
endorsed  on  the Notes is to be substantially in  the  following
form:
<PAGE>

                  CERTIFICATE OF AUTHENTICATION

               This is one of the Securities of the series
     designated therein referred to in the within-mentioned Debt
     Securities Indenture.

                                   CITIBANK, N.A.,
                                     as Trustee

                                   By:__________________________
                                         Authorized Signatory



                          ARTICLE THREE

            GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 301.  Designation of Securities and Amounts Thereof.

           There shall be and is hereby authorized three series of
securities designated the "6.65% Senior Notes, Series 1997-A  due
October  15,  2029", the "6.89% Senior Notes, Series  1997-B  due
October 15, 2010" and the "7.135% Senior Notes, Series 1997-C due
October  15,  2032",  each  series  being  limited  in  aggregate
principal amount to $100,000,000.

SECTION 302.  Payment of Principal and Interest.

           The Series A Notes, the Series B Notes and the Series C
Notes  shall mature and the principal thereof shall  be  due  and
payable in Dollars to the Holders thereof (subject to Section 304
hereof),  together with all accrued and unpaid interest  thereon,
on  October  15,  2029, October 15, 2010 and  October  15,  2032,
respectively (the "MATURITY" for the purposes of the Notes  under
this Supplemental Indenture).

           Subject to the next succeeding paragraph, the Series A
Notes,  the  Series  B Notes and the Series C  Notes  shall  bear
interest  at  6.65%,  6.89% and 7.135% per  annum,  respectively,
subject  to the provisions of the following paragraph,  from  and
including  October  22,  1997 or from the  most  recent  Interest
Payment  Date (defined below) on which interest has been paid  or
provided for until the principal thereof becomes due and payable,
and  on any overdue principal and (to the extent that payment  of
such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum.  Interest  on
the Notes shall be payable semiannually in arrears in Dollars  on
April  15  and October 15 of each year, commencing on  April  15,
1998 (each such date, an "INTEREST PAYMENT DATE" for the purposes
of  the  Notes under this Supplemental Indenture).   Payments  of
interest  shall be made to the Person in whose name  a  Note  (or
predecessor  Note) is registered (which shall  initially  be  the
Depository, as set forth in Section 304 hereof) at the  close  of
business  on the April 1 or October 1, as the case may  be,  next
preceding such Interest Payment Date (each such date, a  "REGULAR
RECORD   DATE"  for  the  purposes  of  the  Notes   under   this
Supplemental Indenture).

           The  rate of interest on the Notes is subject to reset
as  provided  in  the Calculation Agency Agreement  dated  as  of
October 22, 1997 (as modified and supplemented and in effect from
<PAGE>
time  to  time, the "CALCULATION AGENCY AGREEMENT"), between  the
Company  and Citicorp Securities, Inc., as calculation agent  (in
such capacity, together with its successors in such capacity, the
"CALCULATION AGENT").  Upon receipt by the Company of notice from
the  Calculation Agent of its calculation of the rate of interest
(the  "RESET RATE") at which interest is to accrue in respect  of
each  Series of Notes (other than in respect of overdue amounts),
effective  from and including October 15, 1999 7, 2000 8  or  2002 9
(or,  if such date is not a Business Day, from and including  the
next  succeeding  Business  Day) (the "INTEREST  RESET  EFFECTIVE
DATE"),   the   Company  shall,  by  delivery  of  an   Officers'
Certificate  to  the  Trustee on or prior to the  Interest  Reset
Effective Date for such Series, notify the Trustee of such  Reset
Rate  (and  the Trustee shall give notice of such Reset  Rate  to
each  Holder  of  record on such Interest Reset Effective  Date).
Any  such  change in the rate at which interest is to  accrue  in
respect of any Series of Notes shall be effective for the  period
from  and  including  the Interest Reset Effective  Date  to  but
excluding  Maturity, subject to receipt by the Company  from  the
Calculation Agent of notice of such Reset Rate.

           For  so  long as the Notes are represented  by  Global
Securities, all payments of principal and interest shall be  made
by  the  Company in immediately available funds in such  coin  or
currency  of  the  United States of America as  at  the  time  of
payment is legal tender for payment of public and private  debts,
provided that the Company may at its option pay interest by check
in the case of a Note that is not a Global Security.

           In the event that the Maturity or any Interest Payment
Date  is not a Business Day, then payment of interest payable  on
such Maturity or Interest Payment Date, as the case may be, shall
be  made  on  the next succeeding Business Day (and  without  any
interest or other payment in respect of any such delay), in  each
case  with the same force and effect as if made on such  Maturity
or Interest Payment Date.

           For  so  long as and to the extent that the Notes  are
represented by a Global Security pursuant to Section 304  hereof,
payments  of  principal and interest shall be made in  accordance
with  said  Section  304.  All other payments  of  principal  and
interest  shall be made to the registered Holders  thereof  by  a
Paying  Agent that the Company shall maintain, in the event  that
definitive Notes shall have been issued, in The City of New York.

           The Notes shall not be subject to any sinking fund.

           Holders of the Notes will have the right under certain
circumstances  specified  in Section  401  to  require  that  the
Company purchase the Notes.

SECTION 303.  Ranking.

           The Notes shall be general unsecured obligations of the
Company.   The  Notes shall rank pari passu in right  of  payment
with  all senior indebtedness of the Company and senior in  right
of payment to any subordinated indebtedness of the Company.
_______________________________
7Series A Note.

8Series B Note.

9Series C Note.
<PAGE>
SECTION 304.  Book-Entry System

           The Notes shall be represented by one or more permanent
global  notes (each, a "GLOBAL SECURITY") deposited with,  or  on
behalf of, The Depositary Trust Company, as Depository under  the
Debt  Securities Indenture and this Supplemental  Indenture  (the
"DEPOSITORY"),  and  registered in the name of  the  Depository's
nominee.   Except  as set forth in the following  paragraph,  (1)
owners of beneficial interests in a Global Security shall not  be
entitled  to  have  Notes represented by such  Global  Securities
registered  in  their names, will not receive or be  entitled  to
receive  physical delivery of Notes in definitive form and  shall
not  be  considered the owners or Holders thereof under the  Debt
Securities Indenture and this Supplemental Indenture and (2) each
Global  Security may be transferred, in whole and  not  in  part,
only  to  another nominee of the Depository or to a successor  of
the Depository or its nominee.  Accordingly, beneficial interests
in  the  Notes shall be shown on, and transfers thereof shall  be
effected  only through, records maintained by the Depository  and
its participants.

           Notwithstanding any provisions of Section 305  of  the
Debt  Securities  Indenture, no Note that is  a  Global  Security
shall be registered for transfer or exchange, or be authenticated
and  delivered, and owners of beneficial interests in any  Global
Security will not be entitled to receive Notes in definitive form
and  will  not  be  considered Holders of Notes  unless  (1)  the
Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Global Security or if at any time
the  Depository  ceases to be a clearing agency registered  under
the  Exchange Act, (2) the Company executes and delivers  to  the
Trustee  a  Company Order that such Global Security shall  be  so
exchangeable or (3) there shall have occurred and be continuing a
Default  or  an  Event  of Default.  In such circumstances,  upon
surrender  by  the  Depository or a successor depository  of  any
Global Security, Notes in definitive form will be issued to  each
Person that the Depository or successor depository identifies  as
the  beneficial owner of the related Notes.  Upon such  issuance,
the  Trustee is required to register such Notes in the  name  of,
and  cause such Notes to be delivered to, such Person or  Persons
(or  nominees  thereof).  Such Notes would  be  issued  in  fully
registered form without coupons, in denominations of $100,000 and
integral multiples thereof.

           The  Depository shall be permitted to take any  action
permitted to be taken by an owner or Holder of Notes only at  the
direction  of one or more participants in the Depository,  as  it
may from time to time determine.

           Principal and interest payments on Notes registered in
the  name  of or held by the Depository or its nominee  shall  be
made to the Depository or its nominee, as the case may be, as the
registered owner of the Global Security representing such  Notes.
The  Company  and  the Trustee shall treat the Persons  in  whose
names  the Notes are registered as the Holders of such Notes  for
the  purpose  of receiving payment of principal and  interest  on
such  Notes  and  for all other purposes whatsoever.   Therefore,
none  of the Company, the Trustee or any Paying Agent has  direct
responsibility  or  liability for the payment  of  principal  and
interest  on the Notes to owners of beneficial interests  in  any
Global Security.  Payments by direct and indirect participants in
the Depository shall be the responsibility of such participants.

           The  Notes  shall  trade in the Depository's  Same-Day
Funds Settlement System until Maturity (or until they are subject
to  purchase  pursuant  to  Section 401  hereof  or  acceleration
pursuant  to Article Five of the Debt Securities Indenture),  and
secondary market trading activity in the Notes may be required by
the Depository to settle in immediately available funds.
<PAGE>


                          ARTICLE FOUR

                    PURCHASE AND DEFEASANCE

SECTION  401.   Purchase by the Company at the  Election  of  the
Holders

            The  Company  shall  not  be  required  to  redeem  or
otherwise  purchase  Notes except as set forth  in  this  Article
Four.

           If  (a)  the Call Options (as defined below)  are  not
exercised  at  or  prior  to 4:00 p.m.  New  York  City  time  on
October 12, 1999 10, October 11, 2000 11 or October 9, 2002 12 (or, if
such  date is not a Business Day, on the next preceding  Business
Day)  (the  "CALL  EXERCISE DATE"), or  (b)  following  any  such
exercise, the Callholders (as defined below) fail to make payment
in full when due for the purchase of the Notes in accordance with
the Call Options (either such event, a "PURCHASE TRIGGER EVENT"),
then  any Holder of a Note may, by irrevocable written notice  to
the  Company (which shall promptly notify the Trustee) given  not
later  than  two Business Days after the Purchase Trigger  Event,
require  that  the Company, not earlier than the  Interest  Reset
Effective Date and not later than the date one Business Day after
the  date of such notice, purchase such Note at a purchase  price
(paid  through  the  Trustee) equal to (i) the  unpaid  principal
amount  of such Note plus (ii) all unpaid interest on the  unpaid
principal  amount  of  such Note accrued  to  but  excluding  the
Interest Reset Effective Date plus (iii) interest (calculated  at
the rate applicable to payments of overdue principal of such Note
prior  to  the  Interest  Reset Effective  Date)  on  the  unpaid
principal  amount  of such Note, and on any  accrued  and  unpaid
interest, accrued from and including the Interest Reset Effective
Date to but excluding the date of payment of such purchase price.
As  used  herein, (A) "CALL OPTIONS" means each of (i)  the  call
option, dated as of October 22, 1997, pursuant to which Citibank,
N.A.  (or  a  successor Callholder) has the right,  but  not  the
obligation,  to purchase Notes on the Call Exercise Date  at  the
purchase price specified therein and (ii) the call option,  dated
as  October 22, 1997, pursuant to which NationsBank, N.A.  (or  a
successor  Callholder) has the right, but not the obligation,  to
purchase  Notes  on the Call Exercise Date at the purchase  price
specified  therein, in each case, subject to  and  in  accordance
with   the  ISDA  Master  Agreement  entered  into  between   the
Callholder party thereto and the initial Holder of the Notes; and
(B)  "CALLHOLDERS" means, with respect to the first Call  Option,
Citibank,  N.A.  and,  with respect to the  second  Call  Option,
NationsBank,  N.A., in each case, together with their  respective
transferees and successors.

           In  the  event  that a Holder elects  to  require  the
Company  to purchase a Note pursuant to the immediately preceding
paragraph,  the Company may, in lieu of purchasing  the  relevant
Note, with notice to the Trustee, identify a third party who will
agree  to  purchase the Note on the purchase date under the  same
terms  and  conditions  as if the Notes  were  purchased  by  the
Company.  The Company will not be relieved of its obligations  to
purchase  a  Note on any purchase date specified  above  if  such
third party fails to purchase such Note.
_______________________________
10Series A Note.

11Series B Note.

12Series C Note.
<PAGE>
SECTION 402.  Defeasance of the Notes

           Each Series of Notes shall be subject to defeasance in
accordance  with  the  provisions of  Section  403  of  the  Debt
Securities  Indenture, provided that no defeasance of any  Series
                       --------
of  the  Notes  may  be effected until after the  Interest  Reset
Effective Date for such Series.


                          ARTICLE FIVE

                            REMEDIES

SECTION 501.  Events of Default

           For all purposes of the Debt Securities Indenture  and
this  Supplemental Indenture relating to the Notes, the following
shall  be Events of Default in addition to the Events of  Default
enumerated in Section 501 of the Debt Securities Indenture:

                (a)   a default (including a default with respect
     to debt Securities of any series other than the Notes) under
     any  Debt  of  the Company or any Subsidiary thereof,  which
     default  shall  have resulted (i) in a  failure  to  pay  an
     aggregate  principal  amount exceeding $10,000,000  of  such
     Debt  at  the  later of final maturity thereof or  upon  the
     expiration of any applicable period of grace with respect to
     such  principal amount or (ii) in such Debt in an  aggregate
     principal  amount  exceeding $10,000,000 becoming  or  being
     declared due and payable prior to the date on which it would
     otherwise  have  become due and payable, without  such  Debt
     having  been  discharged, or such acceleration  having  been
     rescinded  or  annulled, within a period of  15  days  after
     there  shall  have  been given, by registered  or  certified
     mail,  to  the Company by the Trustee or to the Company  and
     the  Trustee  by  the Holders of at least 25%  in  principal
     amount of the Outstanding Notes, a written notice specifying
     such default and requiring the Company to cause such Debt to
     be  discharged or to cause such acceleration to be rescinded
     or  annulled  and stating that such notice is a  "NOTICE  OF
     DEFAULT"  hereunder;  provided, however,  that  the  Trustee
     shall not be deemed to have knowledge of such default unless
     either  (A) an officer in the Corporate Trust Department  of
     the  Trustee shall have actual knowledge of such default  or
     (B)  the  Trustee shall have received written notice thereof
     from  the Company, from any Holder, from the holder  of  any
     such  Debt  or  from  the trustee under any  such  mortgage,
     indenture or other instrument.

                           ARTICLE SIX
                                
                            COVENANTS

           The Company covenants and agrees for the benefit of the
Holders  of  the  Notes that it will comply  with  all  covenants
contained in the Debt Securities Indenture and with such  further
covenants that are contained in this Article Six and in any other
provisions of this Supplemental Indenture.

SECTION 601.  Limitation on Liens Securing Indebtedness.

           The   Company  may  not,  and  may  not  permit   any
Consolidated  Subsidiary to, create or incur,  or  suffer  to  be
incurred  or  to  exist, at any time, any Lien on  its  or  their
property,  including after-acquired property, or upon any  income
or  profits  therefrom, to secure the payment of any indebtedness
<PAGE>
for  money  borrowed  of  the  Company  or  of  any  Consolidated
Subsidiary or of any other Person, unless all obligations of  the
Company on or in respect of the Notes are equally and ratably and
validly  secured  by  such  Lien  by  proceedings  and  documents
reasonably   satisfactory  to  the  Trustee,  except   that   the
provisions of this paragraph shall not prohibit the following:

           (a)   Liens  existing  as of the Issue  Date  securing
     indebtedness  for  money borrowed of  the  Company  and  its
     Consolidated Subsidiaries outstanding on such date;

           (b)  Liens (i) incurred after the Issue Date given (on
     or  within 120 days of the date of acquisition, construction
     or  improvement) to secure the payment of the purchase price
     or   construction  costs  incurred  by  the  Company  or   a
     Consolidated  Subsidiary in connection with the acquisition,
     construction  or  improvement of real and personal  property
     useful  and intended to be used in carrying on the  business
     of  the Company or such Consolidated Subsidiary, or (ii)  on
     fixed  assets useful and intended to be used in carrying  on
     the  business  of  the Company or a Consolidated  Subsidiary
     existing at the time of acquisition or construction  thereof
     by  the  Company or such Consolidated Subsidiary or  at  the
     time  of  acquisition  by  the  Company  or  a  Consolidated
     Subsidiary  of  any business entity then owning  such  fixed
     assets,  whether or not such existing Liens  were  given  to
     secure  the  payment of the purchase price  or  construction
     costs  of the fixed assets to which they attach, so long  as
     Liens  permitted  by  this clause (ii)  were  not  incurred,
     extended or renewed in contemplation of such acquisition  or
     construction, provided that any such Liens permitted by this
     clause  (b)  shall  attach solely to the property  acquired,
     constructed, improved or purchased;

          (c)  Liens for taxes, assessments or other governmental
     levies or charges not yet due or which are subject to a Good
     Faith Contest;

           (d)   Liens incidental to the conduct of the Company's
     and  its  Subsidiaries'  businesses or  their  ownership  of
     property and other assets not securing any indebtedness  for
     money borrowed and not otherwise incurred in connection with
     the borrowing of money or obtaining of credit, and which  do
     not  in  the aggregate materially diminish the value of  the
     Company's or Subsidiaries' property or assets when taken  as
     a  whole,  or  materially  impair the  use  thereof  in  the
     operation of their businesses;

           (e)   Liens in respect of any interest or title  of  a
     lessor  in  any  property  subject to  a  Capitalized  Lease
     permitted under Section 602 hereof;

           (f)  Liens arising in respect of judgments against the
     Company,  except for any judgment in an amount in excess  of
     $1,000,000  which  is  not discharged or  execution  thereof
     stayed pending appeal within 45 days after entry thereof;

           (g)  Liens in favor of the Company or any Consolidated
     Subsidiary of the Company;

           (h)   Liens  consisting of minor survey exceptions  or
     minor encumbrances, easements or reservations, or rights  of
     others   for  rights-of-way,  utilities  and  other  similar
     purposes, or zoning or other restrictions as to use of  real
     property,  that  are  necessary  for  the  conduct  of   the
     operations  of  the  Company and its  Subsidiaries  or  that
     customarily exist on properties of corporations  engaged  in
     similar  businesses and are similarly situated and  that  do
     not  in  any  event  materially  impair  their  use  in  the
     operations of the Company and its Subsidiaries; and
<PAGE>
           (i)   Liens renewing, extending or refunding any  Lien
     permitted  by  the  preceding  clauses  of  this  paragraph;
     provided, however, that the principal amount of indebtedness
     for  money  borrowed secured by such Lien immediately  prior
     thereto  is  not increased and such Lien is not extended  to
     any other assets or property.

           Notwithstanding  the foregoing,  the  Company  or  any
Consolidated Subsidiary may create or assume Liens,  in  addition
to  those  otherwise permitted by the preceding clauses  of  this
Section  601,  securing indebtedness for money  borrowed  of  the
Company  or any Consolidated Subsidiary issued or incurred  after
the  Issue  Date, provided that at the time of such  issuance  or
incurrence, the aggregate amount of all Secured Indebtedness  and
Attributable  Debt  would  not exceed  15%  of  Consolidated  Net
Tangible Assets.

           In  the event that any property of the Company or  any
Consolidated  Subsidiary  is subject  to  a  Lien  not  otherwise
permitted by this Section 601, the Company must make or cause  to
be  made  a provision whereby the Notes will be secured (together
with  other indebtedness for money borrowed then entitled thereto
and  equal  in  rank to the Notes), to the full extent  permitted
under   applicable  law,  equally  and  ratably  with  all  other
obligations secured thereby, and in any case the Notes shall (but
only in such event) have the benefit, to the full extent that the
holders  of  the  Notes may be entitled thereto under  applicable
law,  of  an equitable Lien on such property equally and  ratably
securing the Notes and such other obligations.

SECTION 602.  Limitation on Sale and Leaseback.

           The   Company  may  not,  and  may  not  permit   any
Consolidated Subsidiary to, enter into any arrangement,  directly
or   indirectly,   whereby  the  Company  or  such   Consolidated
Subsidiary  shall,  in one transaction or  a  series  of  related
transactions,  (i)  sell, transfer or otherwise  dispose  of  any
property owned by the Company or any Consolidated Subsidiary  and
(ii)  more  than 120 days after the later of the date of  initial
acquisition of such property or completion or occupancy  thereof,
as  the  case  may  be,  by  the  Company  or  such  Consolidated
Subsidiary,   rent  or  lease,  as  lessee,  such   property   or
substantially identical property or any material part thereof  (a
"SALE  AND  LEASEBACK TRANSACTION"), provided that the  foregoing
restriction shall not apply to any Sale and Leaseback Transaction
if  (a)  immediately  after the consummation  of  such  Sale  and
Leaseback Transaction and after giving effect thereto, no Default
or  Event of Default shall exist and (b) any one of the following
conditions is satisfied:

           (i)   the  lease concerned constitutes  a  Capitalized
     Lease  and  at  the  time of entering  into  such  Sale  and
     Leaseback Transaction and after giving effect thereto and to
     any  Liens  incurred  pursuant to Section  601  hereof,  the
     aggregate   amount   of   all   Secured   Indebtedness   and
     Attributable  Debt would not exceed 15% of Consolidated  Net
     Tangible Assets; or

           (ii)  the lease has a term which in the aggregate would
     not  exceed 36 months (including any extensions or  renewals
     thereof at the option of the lessee); or

           (iii)   the  sale  of  such  property  is  for   cash
     consideration which equals or exceeds the fair market  value
     thereof (as determined in good faith by the Company) and the
     net  proceeds from such sale are applied, within 30 days  of
     the  date  of  the sale thereof, to the payment (other  than
     payments  due at maturity or in satisfaction of, or  applied
     to,   any  mandatory  or  scheduled  payment  or  prepayment
<PAGE>
     obligation)  of  indebtedness  for  money  borrowed  of  the
     Company  which ranks, in right of payment, on a parity  with
     or senior to the Notes.

SECTION 603.  Restrictive Agreements.

           The  Company  may not and may not permit  any  of  its
Consolidated Subsidiaries to enter into any indenture, agreement,
instrument  or  other arrangement which, directly or  indirectly,
prohibits  or  restrains,  or has the effect  of  prohibiting  or
restraining, or imposes materially adverse conditions  upon,  the
ability  of any Consolidated Subsidiary to make loans or advances
to   the  Company  or  to  declare  and  pay  dividends  or  make
distribution on shares of such Consolidated Subsidiary's  capital
stock  (including capital stock issued in the future);  provided,
however, that any agreement to subordinate indebtedness for money
borrowed owing from any Consolidated Subsidiary to the Company or
owing  between Consolidated Subsidiaries pursuant to any Priority
Debt  or to any guarantee of such indebtedness for money borrowed
shall not be deemed to violate this paragraph so long as any such
agreement to subordinate does not directly or indirectly prohibit
or  restrain  the ability of any such Consolidated Subsidiary  to
make  loans  or  advances to the Company or to  declare  and  pay
dividends  or  make distributions on shares of such  Consolidated
Subsidiary's capital stock (including capital stock issued in the
future).

SECTION 604.  Corporate Existence.

           The Company is required to do or cause to be done  all
things  necessary to preserve and keep in full force  and  effect
its   corporate  existence  and  material  rights  (charter   and
statutory)  and  material franchises of  the  Company,  provided,
however,  that the Company shall not be required to preserve  any
such right or franchise if the Board of Directors shall determine
that  the preservation of such rights and franchises is no longer
desirable in the conduct of the business of the Company  and  its
Consolidated  Subsidiaries considered as a whole,  and  that  the
loss  thereof is not disadvantageous in any material  respect  to
the holders of the Notes.

SECTION 605.  Defeasance of Certain Obligations.

           The  Company  may  omit to comply with  the  covenants
contained in Sections 601, 602 and 603 hereof, and violations  of
such  covenants  shall not be deemed to be an  Event  of  Default
hereunder,  under  the Debt Securities Indenture  and  under  the
Notes,  to  the extent that all of the conditions  set  forth  in
Section 1004 of the Debt Securities Indenture have been met.

SECTION 606.  Rule 144A Information.

           At  any  time when the Company is not subject  to  the
reporting  requirements of Section 13 or 15(d)  of  the  Exchange
Act,  upon  the request of any Holder of any Notes,  the  Company
shall promptly furnish or cause to be furnished to such Holder or
to  a  prospective purchaser of a Note designated by such Holder,
as  the  case  may be, the information required to  be  delivered
pursuant to Rule 144A(d)(4) under the Securities Act ("RULE  144A
INFORMATION") in order to permit compliance by such  Holder  with
Rule  144A  in  connection with the resale of such Note  by  such
Holder.
<PAGE>
           IN WITNESS WHEREOF, the parties hereto have caused this
Second  Supplemental  Indenture to be duly  executed,  and  their
respective  corporate seals to be hereunto affixed and  attested,
all as of the day and year first above written.


                         AMERCO


                         By:__________________________________
                              Gary V. Klinefelter
                              Secretary


Attest:


__________________________________
     John A. Lorentz
     Assistant Secretary


                         CITIBANK, N.A.,
                         as Trustee


                         By__________________________________
                           Name:
                           Title:


Attest:


__________________________________
Name:
Title:
<PAGE>
STATE OF ARIZONA                 )
COUNTY OF MARICOPA                )       ss.:


           On  the 22nd day of October 1997, before me personally
came  Gary  V. Klinefelter, to me known, who, being  by  me  duly
sworn, did depose and say that he is Secretary of AMERCO, one  of
the  corporations described in and which executed  the  foregoing
instrument; that he knows the seal of said corporation; that  the
seal  affixed to the said instrument is such corporate seal; that
it  was so affixed by authority of the Board of Directors of said
corporation;  and  that  he  signed  his  name  thereto  by  like
authority.


                                    ___________________________
                                    Name:
                                    Notary Public
                                    State of Arizona
                                    My Commission expires on:



STATE OF NEW YORK                )
COUNTY OF NEW YORK                )       ss.:


        On the ___ day of October 1997, before me personally came
_______________, to me known, who, being by me  duly  sworn,  did
depose and say that he is the _______________ of Citibank,  N.A.,
one  of  the  corporations described in and  which  executed  the
foregoing instrument; that he knows the seal of said corporation;
that  the  seal affixed to the said instrument is such  corporate
seal;  that  it  was  so affixed by authority  of  the  Board  of
Directors  of  said  corporation; and that  he  signed  his  name
thereto by like authority.


                                    ___________________________
                                    Name:
                                    Notary Public
                                    State of New York
                                    My Commission expires on: