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, 1996
                                  
                                  
                                 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, Set. 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 [ ].

22,614,087  shares  of  AMERCO  Common  Stock,  $0.25  par  value
were outstanding at February 19, 1997.

5,385  shares  of  U-Haul International, Inc. Common Stock,  $0.01
par value,  were  outstanding at February 19, 1997.  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,
             1996, March 31, 1996 and December 31, 1995...........       4

         b)  Consolidated Statements of Earnings for the Nine
             Months ended December 31, 1996 and 1995..............       6

         c)  Consolidated Statements of Changes in Stockholders'
             Equity for the Nine Months ended December 31, 1996
             and 1995.............................................       7

         d)  Consolidated Statements of Earnings for the
             Quarters ended December 31, 1996 and 1995............       9
         e)  Consolidated Statements of Cash Flows for the
             Nine Months ended December 31, 1996 and 1995.........      10

         f)  Notes to Consolidated Financial Statements -
             December 31, 1996, March 31, 1996 and
             December 31, 1995....................................      11

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations......................      19

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.........................      29
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<PAGE> 4                 
                 PART I.  FINANCIAL INFORMATION
                                



ITEM 1.  FINANCIAL STATEMENTS.


              AMERCO AND CONSOLIDATED SUBSIDIARIES
                                
                   Consolidated Balance Sheets
                                
                                
                                            December 31,  March 31, December 31,
            ASSETS                              1996        1996       1995
                                           -------------------------------------
                                           (unaudited)   (audited) (unaudited)
                                                       (in thousands)
Cash and cash equivalents                  $    20,873     31,168     39,043
Receivables                                    237,866    340,564    336,358
Inventories                                     54,857     45,891     49,645
Prepaid expenses                                16,922     16,415     17,824
Investments, fixed maturities                  885,865    879,702    830,594
Investments, other                             117,684    126,587    141,291
Deferred policy acquisition costs               52,919     49,995     53,162
Other assets                                    72,811     20,941     19,945
                                             -------------------------------
Property, plant and equipment, at
  cost:
  Land                                         215,566    212,593    214,384
  Buildings and improvements                   811,008    769,380    752,704
  Furniture and equipment                      196,248    188,734    185,504
  Rental trailers and other rental
    equipment                                  149,136    256,411    256,139
  Rental trucks                                940,701    968,131    933,727
  General rental items                          22,007     24,197     47,345
                                             -------------------------------
                                             2,334,666  2,419,446  2,389,803
  Less accumulated depreciation              1,088,618  1,102,731  1,128,870
                                             -------------------------------
       Total property, plant and
         equipment                           1,246,048  1,316,715  1,260,933
                                             -------------------------------






                                           $ 2,705,845  2,827,978  2,748,795
                                             ===============================
The  accompanying notes are an integral part of these consolidated financial 
statements.
<PAGE> 5                                            
                                            December 31,  March 31, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY           1996         1996      1995
                                            ------------------------------------
                                            (unaudited)   (audited) (unaudited)
                                                       (in thousands)
Liabilities:
  Accounts payable and accrued
    liabilities                            $   106,518    151,754    132,043
  Notes and loans                              933,410    998,220    890,633
  Policy benefits and losses, claims
    and loss expenses payable                  484,254    483,561    487,652
  Liabilities from premium deposits            435,838    410,787    393,572
  Cash overdraft                                24,620     32,159     28,847
  Other policyholders' funds and
    liabilities                                 31,663     25,713     23,015
  Deferred income                               33,991      2,926      9,613
  Deferred income taxes                         22,580     73,310     88,246
                                             -------------------------------
Stockholders' equity:
  Serial preferred stock, with or
    without par value, 50,000,000
    shares authorized; 6,100,000 shares
    issued without par value and 
    outstanding as of December 31, 1996,
    March 31, 1996 and December 31, 1995         -          -          -
  Series B preferred stock, with no par
    value, 100,000 shares authorized;
    100,000 shares issued and 
    outstanding as of December 31, 1996, 
    none issued and outstanding as of
    March 31, 1996 and December 31, 1995         -          -          -
  Serial common stock, with or
    without par value, 150,000,000 
    shares authorized; none issued
    and outstanding                              -          -          -
  Series A common stock of $0.25 par
    value, 10,000,000 shares authorized; 
    5,762,495 shares issued as of 
    December 31, 1996,  March 31, 1996,
    and December 31, 1995                        1,441      1,441      1,441
  Common stock of $0.25 par value,
    150,000,000 shares authorized;
    36,487,505 shares issued as of
    December 31, 1996, and 34,237,505
    issued as of March 31, 1996,
    and December 31, 1995                        9,122      8,559      8,559
  Additional paid-in capital                   338,528    165,756    165,756
  Foreign currency translation                 (13,282)   (11,877)   (11,895)
  Unrealized gain(loss) on investments           1,614     11,097      5,635
  Retained earnings                            665,210    609,019    610,076
                                             -------------------------------
                                             1,002,633    783,995    779,572
  Less:
    Cost of common shares in treasury,
      (19,635,913 shares as of December 31, 
      1996, 7,209,077 shares as of
      March 31, 1996, and 4,724,013
      shares as of December 31, 1995)          348,923    111,118     61,069
    Unearned employee stock
      ownership plan shares                     20,739     23,329     23,329
                                             -------------------------------
         Total stockholders' equity            632,971    649,548    695,174

Contingent liabilities and commitments
                                             -------------------------------

                                           $ 2,705,845  2,827,978  2,748,795
                                             ===============================
The  accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>  6              
              AMERCO AND CONSOLIDATED SUBSIDIARIES
                                
               Consolidated Statements of Earnings
                                
                  Nine Months ended December 31,
                           (Unaudited)
                                
                                                   1996        1995
                                              -----------------------
                                                (in thousands except
                                                   per share data)
Revenues
  Rental and other revenue                  $    776,414     721,835
  Net sales                                      141,728     136,666
  Premiums                                       116,671     116,256
  Net investment income                           36,803      34,078
                                              ----------------------
       Total revenues                          1,071,616   1,008,835

Costs and expenses
  Operating expense                              618,080     545,547
  Advertising expense                             24,752      31,759
  Cost of sales                                   84,305      81,917
  Benefits and losses                            109,155     113,435
  Amortization of deferred acquisition
    costs                                         12,404      12,114
  Depreciation                                    57,647      79,049
  Interest expense                                54,718      52,684
                                              ----------------------
       Total costs and expenses                  961,061     916,505

Pretax earnings from operations                  110,555      92,330
Income tax expense                               (40,347)    (34,120)
                                              ----------------------
Earnings from operations before
  extraordinary loss on early
  extinguishment of debt                          70,208      58,210
Extraordinary loss on early
  extinguishment of debt, net                     (2,319)      -

                                              ----------------------
       Net earnings                         $     67,889      58,210
                                              ======================
Earnings per common share:
Earnings from operations before
  extraordinary loss on early
  extinguishment of debt                    $       2.20        1.32
Extraordinary loss on early
  extinguishment of debt, net                       (.09)        -

                                              ----------------------
Net earnings                                $       2.11        1.32
                                              ======================
Weighted average common shares outstanding    26,683,455  36,796,961
                                              ======================
The  accompanying notes are an integral part of these consolidated financial 
statements.
<PAGE>  7              
              AMERCO AND CONSOLIDATED SUBSIDIARIES
                                
   Consolidated Statements of Changes in Stockholders' Equity
                                
                  Nine Months ended December 31,
                           (Unaudited)
                                
                                                   1996        1995
                                                --------------------
                                                     (in thousands) 
Series A common stock of $0.25 par value:
  10,000,000 shares authorized; 5,762,495
  shares issued as of December 31, 1996, 
  March 31, 1996 and December 31, 1995
    Beginning and end of period                $   1,441       1,441
                                                 -------------------
Common stock of $0.25 par value:
  150,000,000 shares authorized; 36,487,505
  shares issued as of December 31, 1996,
  34,237,505 shares issued as of
  March 31, 1996 and December 31, 1995
    Beginning period                               8,559       8,559
    Issuance of common stock                         563         -
                                                 -------------------
  End of period                                    9,122       8,559
                                                 -------------------
Additional paid-in capital:
  Beginning of period                            165,756     165,675
    Issuance of common shares under ESOP             485          81
    Issuance of common stock                      73,665         -
    Issuance of preferred stock                   98,622         -

                                                 -------------------
  End of period                                  338,528     165,756
                                                 -------------------
Foreign currency translation:
  Beginning of period                            (11,877)    (12,435)
  Change during period                            (1,405)        540
                                                 -------------------
  End of period                                  (13,282)    (11,895)
                                                 -------------------
Unrealized gain (loss) on investments:
  Beginning of period                             11,097      (6,483)
  Change during period                            (9,483)     12,118
                                                 -------------------
  End of period                                    1,614       5,635
                                                 -------------------
Retained earnings:
  Beginning of period                            609,019     561,589
    Net earnings                                  67,889      58,210
    Dividends paid to stockholders:
    Preferred stock:
      Series A ($1.59 per share
      for 1996 and 1995, respectively)            (9,723)     (9,723)
      Series B ($19.75 per share
      for 1996)                                   (1,975)        -
                                                 -------------------
  End of period                                  665,210     610,076
                                                 -------------------

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

<PAGE>  8
              AMERCO AND CONSOLIDATED SUBSIDIARIES
                                
    Consolidated Statements of Changes in Stockholders' Equity,
                             continued
                             
                  Nine Months ended December 31,
                           (Unaudited)
                                
                                                   1996        1995
                                                --------------------
                                                    (in thousands) 
Less Treasury stock:
  Beginning of period                            111,118      10,461
  Net increase (12,426,836 shares in 1996
    and 3,388,076 in 1995)                       237,805      50,608
                                                 -------------------
  End of period                                  348,923      61,069
                                                 -------------------
Less Unearned employee stock ownership
    plan shares:
  Beginning of period                             23,329      21,101
    Increase in loan                                   1       4,576
    Proceeds from loan                            (2,591)     (2,348)
                                                 -------------------
  End of period                                   20,739      23,329
                                                 -------------------
Total stockholders' equity                     $ 632,971     695,174
                                                 ===================






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

<PAGE> 9
              AMERCO AND CONSOLIDATED SUBSIDIARIES
                                
                                
               Consolidated Statements of Earnings
                                
                                
                    Quarters ended December 31,
                           (Unaudited)
                                
                                                   1996       1995
                                              -----------------------
                                                (in thousands except
                                                   per share data)

Revenues
  Rental and other revenue                  $    221,359    217,406
  Net sales                                       34,536     33,991
  Premiums                                        43,922     44,871
  Net investment income                           11,663     10,791
                                              ---------------------
       Total revenues                            311,480    307,059

Costs and expenses
  Operating expense                              211,950    192,362
  Advertising expense                              8,738      7,698
  Cost of sales                                   21,666     23,916
  Benefits and losses                             42,439     45,336
  Amortization of deferred acquisition
    costs                                          4,347      4,315
  Depreciation                                    18,928      2,774
  Interest expense                                19,436     17,130
                                              ---------------------
       Total costs and expenses                  327,504    293,531

Pretax earnings (loss) from operations           (16,024)    13,528
Income tax benefit (expense)                       6,486     (5,827)
                                              ---------------------
Earnings (loss) from operations before
  extraordinary loss on early
  extinguishment of debt                          (9,538)     7,701
Extraordinary loss on early
  extinguishment of debt, net                       (315)       -

                                              ---------------------

       Net earnings (loss)                  $     (9,853)     7,701
                                              =====================


Earnings (loss) per common share:
Earnings (loss) from operations before
  extraordinary loss on early
  extinguishment of debt                    $       (.72)       .13
Extraordinary loss on early
  extinguishment of debt, net                       (.02)        -

                                              ---------------------
Net earnings (loss)                         $       (.74)       .13
                                              =====================

Weighted average common shares outstanding    20,359,873 34,527,233
                                              =====================




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)
                                                   1996       1995
                                                -------------------
                                                    (in thousands) 
Cash flows from operating activities:
  Net earnings                                $   67,889     58,210
    Depreciation and amortization                 71,813     92,525
    Provision for losses on accounts
      receivable                                   2,791      3,734
    Net (gain) loss on sale of real and
      personal property                           (6,461)     2,692
    Loss on sale of investments                     (173)    (4,525)
    Changes in policy liabilities and
      accruals                                     5,927     11,479
    Additions to deferred policy
      acquisition costs                          (11,873)   (18,599)
    Net change in other operating assets
      and liabilities                            (59,078)     4,564
                                                -------------------
Net cash provided by operating activities         70,835    150,080
                                                -------------------

Cash flows from investing activities:
  Purchases of investments:
    Property, plant and equipment               (159,744)  (207,465)
    Fixed maturities                            (132,855)  (247,166)
    Real estate                                     (767)    (7,151)
    Mortgage loans                               (18,939)    (7,384)
  Proceeds from sale of investments:
    Property, plant and equipment                214,411    139,881
    Fixed maturities                             106,564    145,068
    Real estate                                      599        614
    Mortgage loans                                35,525     21,918
  Changes in other investments                      (931)    (1,466)
                                                -------------------
Net cash provided (used) by investing
    activities                                    43,863   (163,151)
                                                -------------------
Cash flows from financing activities:
  Net change in short-term borrowings           (328,000)   (28,500)
  Proceeds from notes                            487,800    140,141
  Debt issuance costs                             (4,724)    (1,628)
  Loan to leveraged Employee Stock
    Ownership Plan                                    (1)    (4,576)
  Proceeds from leveraged Employee Stock
    Ownership Plan                                 2,591      2,348
  Principal payments on notes                   (224,610)  (102,230)
  Issuance of common stock                        74,228        -
  Issuance of preferred stock                     98,622        -
  Net change in cash overdraft                    (7,539)    (2,516)
  Dividends paid                                 (11,698)    (9,723)
  Treasury stock acquisitions                   (237,805)   (65,081)
  Investment contract deposits                    68,705    133,096
  Investment contract withdrawals                (42,562)   (44,503)
                                                -------------------
Net cash provided (used) by
   financing activities                         (124,993)    16,828
                                                -------------------
Increase (decrease)in cash and
  cash equivalents                               (10,295)     3,757
Cash and cash equivalents at                                  
  beginning of period                             31,168     35,286
                                                -------------------
Cash and cash equivalents at
  end of period                               $   20,873     39,043
                                                ===================


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, 1996, March 31, 1996 and December 31, 1995
                              (Unaudited)


1.   PRINCIPLES OF CONSOLIDATION
     
     AMERCO,  a  Nevada  corporation (the  Company),  is  the  holding
company  for U-Haul International, Inc. (U-Haul), Ponderosa  Holdings,
Inc. (Ponderosa), and Amerco Real Estate Company (AREC).

     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 have been eliminated.
     
     The consolidated balance sheets as of December 31, 1996 and 1995,
and  the  related  consolidated statements  of  earnings,  changes  in
stockholders' equity and cash flows for the nine months ended December
31,  1996  and  1995 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 one quarter lag.
There  were  no  effects  related to intervening  events  which  would
significantly  affect consolidated financial position  or  results  of
operations for the financial statements presented herein.
     
     Based  on an in-depth market analysis, the Company increased  the
estimated salvage value of certain rental trucks during the third  and
fourth  quarters of fiscal year ended March 31, 1996.  The  effect  of
the change increased net income for the nine months ended December 31,
1995 by $21,959,000 ($0.60 per share).

     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.
     
     Certain   reclassifications  have  been  made  to  the  financial
statements for the nine months ended December 31, 1995 to conform with
the current year's presentation.
<PAGE> 12                 
                 AMERCO AND CONSOLIDATED SUBSIDIARIES

         Notes to Consolidated Financial Statements, Continued
                              (Unaudited)


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

September 30, 1996     Par Value               Gross       Gross    Estimated
------------------  
  Consolidated         or number  Amortized  unrealized  unrealized   market
  Held-to-Maturity     of shares     cost      gains       losses      value
                       -------------------------------------------------------
  U.S. treasury
    securities
    and government
    obligations        $  17,805  $  17,708      1,117           -    18,825
  U.S. government
    agency mortgage
    backed securities  $  56,618     56,233        510      (2,163)   54,580
  Obligations of
    states and
    political
    subdivisions       $  31,940     31,711      1,055        (101)   32,665
  Corporate
    securities         $ 187,196    191,500      2,463      (3,171)  190,792
  Mortgage-backed
    securities         $  96,052     94,307      1,296      (2,610)   92,993
  Redeemable preferred
    stocks                   350     10,778        275        (170)   10,883
                                    ----------------------------------------
                                    402,237      6,716      (8,215)  400,738
                                    ----------------------------------------
September 30, 1996     Par Value               Gross       Gross    Estimated
------------------
  Consolidated         or number  Amortized  unrealized  unrealized   market
  Available-for-Sale   of shares     cost      gains       losses      value
                       ------------------------------------------------------
  U.S. treasury
    securities and
    government
    obligations        $  11,685     11,776        870         -      12,646
  U.S. government
    agency mortgage
    backed securities  $  26,154     25,639        172        (295)   25,516
  States,
    municipalities
    and political
    subdivisions       $   9,900     10,062        483        (144)   10,401
  Corporate
    securities         $ 340,495    345,370      5,223      (5,131)  345,462
  Mortgage-backed
    securities         $  85,061     84,514      1,094      (1,263)   84,345
  Redeemable preferred
    stocks                   208      5,161         98          (1)    5,258
                                    ----------------------------------------
                                    482,522      7,940      (6,834)  483,628
                                    ----------------------------------------
         Total                    $ 884,759     14,656     (15,049)  884,366
                                    ========================================
<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,
                                                   1996        1995
                                               ----------------------
                                                   (in thousands)

      Investments - fixed maturities         $   885,865      830,594
      Other investments                           96,374      114,113
      Receivables                                145,191      150,889
      Deferred policy acquisition costs           52,919       53,162
      Due from affiliate                          52,806       21,984
      Deferred federal income taxes               17,573        3,621
      Other assets                                10,313       16,216
                                               ----------------------
           Total assets                      $ 1,261,041    1,190,579
                                               ======================

      Policy liabilities and accruals        $   418,020      417,583
      Unearned premiums                           66,433       70,074
      Premium deposits                           435,838      393,572
      Other policyholders' funds and
        liabilities                               45,053       25,848
                                               ----------------------
           Total liabilities                     965,344      907,077

      Stockholder's equity                       295,697      283,502
                                               ----------------------
                Total liabilities and
                  stockholder's equity       $ 1,261,041    1,190,579
                                               ======================
     A  summarized  consolidated  income  statement  (unaudited)  for
Ponderosa Holdings, Inc. and its subsidiaries is presented below:

                                           Nine months ended December 31,
                                                   1996        1995
                                               -----------------------
                                                (in thousands)

      Premiums                               $   129,708      126,420
      Net investment income                       36,651       34,234
      Other income                                 2,548        6,884
           Total revenue                         168,907      167,538
                                                ---------------------
      Benefits and losses                        109,155      113,435
      Amortization of deferred policy
        acquisition costs                         12,404       12,114
      Other expenses                              25,712       15,597
                                                ---------------------
           Income from operations                 21,636       26,392
      Federal income tax expense                  (6,924)      (8,715)
                                                ---------------------
      Net income                             $    14,712       17,677
                                                =====================
     
     Effective January 7, 1997, Ponderosa Holdings, Inc. merged with
     and into AMERCO.
<PAGE> 14
                 AMERCO AND CONSOLIDATED SUBSIDIARIES

         Notes to Consolidated Financial Statements, Continued
                              (Unaudited)
                                   
     
4.   NOTES AND LOANS

     On  July 18, 1996, the Company extinguished debt of approximately
$76,250,000 by irrevocably placing cash into a trust of U.S.  Treasury
securities  to be used to satisfy scheduled payments of principal  and
interest.
     
     In August 1996, the Company extinguished $86,167,000 of its long-
term notes originally due in fiscal 1997 through fiscal 1999.

     The  above  transactions  resulted in an  extraordinary  loss  of
$2,319,000, net of tax of $1,391,000 ($0.09 per share).
     
     Pursuant  to  a shelf registration statement, from September  13,
1996  through  December 31, 1997, the Company issued  $287,500,000  of
fixed rate medium-term notes ranging from 6.71% to 8.04% with maturity
dates  ranging  from  1998  to 2006, and a $25,000,000  floating  rate
medium-term note with a maturity date of October 1997.  Subsequent  to
December 31, 1996, the Company issued $74,500,000 of fixed rate medium-
term  notes ranging from 7.23% to 8.08% with maturity dates from  2017
to 2027.


5.   STOCKHOLDERS' EQUITY

     On  July  19,  1996,  pursuant  to  the  judgment  in  the  Shoen
Litigation,   the  Company  paid  CEMAR,  Inc.  (Cemar)  approximately
$15,857,000  to repurchase 2,331,984 shares of Common  Stock  held  by
Cemar.  On the same date the Company paid damages to Cecilia M. Hanlon
of  approximately $43,139,000 and statutory post-judgment pre-petition
interest on the above amounts of approximately $129,000.  On August 6,
1996,  the  Company funded approximately $8,283,000  of  post-petition
date  interest  by depositing the same into an escrow account  pending
the  outcome of a dispute involving the entitlement of the  plaintiffs
in  the  Shoen Litigation to post-petition date interest.  The  Common
Stock  held  by  Cemar  was  transferred into  the  Company  treasury.
Cecilia M. Hanlon, the sole voting stockholder of Cemar, is the sister
of  Edward J., Mark V., and James P. Shoen, who are major stockholders
and directors of the Company.
     
     On  August  30,  1996, the Company issued 100,000 shares  of  its
Series   B  Preferred  Stock  with  no  par  value  for  $100,000,000.
Dividends are cumulative with the rate being reset quarterly and  have
priority as to dividends over the Company's common stock.  The  Series
B  Preferred  will be convertible, in certain events, at the  holder's
option,  into  either shares of the Company's Series B  Common  Stock,
$0.25  par  value  or all of the outstanding shares  of  Picacho  Peak
Investment Co., a subsidiary of AMERCO.
     
     On  September  6,  1996, pursuant to the judgment  in  the  Shoen
Litigation, the Company paid Katabasis International, Inc. (Katabasis)
approximately  $27,485,000 to repurchase 4,041,924  shares  of  Common
Stock  held by Katabasis. The Company also paid damages to  Samuel  W.
Shoen  of  approximately $74,771,000 and statutory post-judgment  pre-
petition interest on the above amounts of approximately $224,000.  The
Company  also  funded approximately $15,726,000 of post-petition  date
interest  by  depositing the same into an escrow account  pending  the
outcome  of  a dispute involving the entitlement of the plaintiffs  in
the  Shoen Litigation to post-petition date interest. The Common Stock
held  by Katabasis was transferred into the Company treasury.   Samuel
W.  Shoen, the sole voting stockholder of Katabasis, is the brother of
Edward J., Mark V., and James P. Shoen, who are major stockholders and
directors of the Company.
<PAGE> 15
                 AMERCO AND CONSOLIDATED SUBSIDIARIES

         Notes to Consolidated Financial Statements, Continued
                              (Unaudited)


5.   STOCKHOLDERS' EQUITY, continued
     
     On  September  20, 1996, pursuant to the judgment  in  the  Shoen
Litigation,  the Company paid Kattydid, Inc. (Kattydid)  approximately
$8,719,000  to  repurchase 1,282,248 shares of Common  Stock  held  by
Kattydid.  The  Company  paid damages to Katrina  (Shoen)  Carlson  of
approximately  $37,305,000  and statutory  post-judgment  pre-petition
interest  on the above amounts of approximately $112,000. The  Company
also   paid  Katrina  (Shoen)  Carlson  approximately  $4,994,000   to
repurchase  734,376  shares of Common Stock held  by  her  and  funded
approximately $8,041,000 of post-petition date interest by  depositing
the  same  into  an escrow account pending the outcome  of  a  dispute
involving the entitlement of the plaintiffs in the Shoen Litigation to
post-petition  date interest. The Common Stock held  by  Kattydid  and
Katrina  (Shoen)  Carlson was transferred into the  Company  treasury.
Katrina  (Shoen) Carlson, the sole voting stockholder of Kattydid,  is
the  sister of Edward J., Mark V., and James P. Shoen, who  are  major
stockholders and directors of the Company.
     
     On  October  1,  1996,  pursuant to the  judgment  in  the  Shoen
Litigation,   the  Company  paid  Mickl,  Inc.  (Mickl)  approximately
$27,444,000  to repurchase 4,035,924  shares of Common Stock  held  by
Mickl.   On  the same date the Company paid net damages to Michael  L.
Shoen  of  approximately $73,158,000 and statutory post-judgment  pre-
petition interest on the above amounts of approximately $224,000.   On
the  same date, the Company paid Michael L. Shoen approximately $3,000
to  repurchase  380  shares of Common Stock held  by  him  and  funded
approximately $16,184,000 of post-petition date interest by depositing
the  same  into  an escrow account pending the outcome  of  a  dispute
involving the entitlement of the plaintiffs in the Shoen Litigation to
post-petition  date  interest. The Common  Stock  held  by  Mickl  and
Michael  L. Shoen was transferred into the Company treasury.   Michael
L.  Shoen,  the  sole voting stockholder of Mickl, is the  brother  of
Edward J., Mark V., and James P. Shoen, who are major stockholders and
directors of the Company.
     
     On  October  14, 1996, the Company paid an additional $15,000,000
to L.S. Shoen in settlement of all outstanding disputes pursuant to  a
Settlement, Mutual Release of All Claims and Confidentiality Agreement
(Settlement  Agreement),  dated October  15,  1996  with  the  Company
resolving  the lawsuit in the District Court of Clark County,  Nevada.
The  settlement resolves a long-standing dispute between  the  Company
and  L.S.  Shoen  regarding L.S. Shoen's entitlement  to  compensation
pursuant to an alleged lifetime employment contract.
     
     On December 18, 1996, the Company sold 2,250,000 shares of Common
Stock,  $0.25 par value, to the public for $35.00 per share, receiving
net proceeds of $74,228,000.
<PAGE> 16
     
                 AMERCO AND CONSOLIDATED SUBSIDIARIES

         Notes to Consolidated Financial Statements, Continued
                              (Unaudited)


6.   EARNINGS PER SHARE

     Earnings  per  share are computed based on the  weighted  average
number  of  shares  outstanding for the nine  month  and  three  month
periods,  excluding shares of the employee stock ownership  plan  that
have  not  been committed to be released.  Net income is  reduced  for
preferred dividends for purposes of the calculation.
     
     The  following table reflects the calculation of the earnings per
share for the nine months as if the treasury acquisitions disclosed in
Note  5 of Notes to Consolidated Financial Statements had taken  place
as of the beginning of the year (in thousands except per share data):
     
                                                 Earnings per share calculation
                                                 ------------------------------
                                                  Weighted        As adjusted
                                                   average        for treasury
                                                  per share       acquisitions
     
     Earnings from operations
       before extraordinary
       loss on early
       extinguishment of debt     $  70,208
     Less dividends
       on preferred shares           11,698
                                   --------
                                     58,510      $      2.20            2.95
     Extraordinary loss on
       early extinguishment
       of debt                       (2,319)            (.09)           (.12)  
                                   --------       ----------      ----------
     Net Earnings for per share    
         calculation              $  56,191      $      2.11            2.83   
                                   ========       ==========      ==========
     Weighted average common shares outstanding   26,683,455      19,849,398
                                                  ==========      ==========
                                   
7.   CONTINGENT LIABILITIES AND COMMITMENTS

     During the nine months ended December 31, 1996, U-Haul Leasing  &
Sales  Co.,  a wholly-owned subsidiary of U-Haul International,  Inc.,
entered  into  twelve  transactions, whereby the Company  sold  rental
trucks  or  trailers and subsequently leased them  back.   AMERCO  has
guaranteed $15,351,000 of residual values at December 31, 1996 on  the
rental  trucks  and  trailers at the end of the  lease  term.   U-Haul
entered into one transaction, whereby the Company sold rental trailers
and  subsequently  leased them back. Also, U-Haul  entered  into  five
transactions,  whereby the Company sold and subsequently  leased  back
computer  equipment.   Following are the  lease  commitments  for  the
leases executed during the nine months ended December 31, 1996,  which
have a term of more than one year (in thousands):
  
                         Year ended      Lease
                          March 31,   Commitments
                         ------------------------
                           1997       $  17,990
                           1998          25,926
                           1999          25,926
                           2000          25,926
                           2001          24,795
                         Thereafter     116,341
                                        ------- 
                                      $ 236,904
                                        =======
<PAGE> 17
                 AMERCO AND CONSOLIDATED SUBSIDIARIES

         Notes to Consolidated Financial Statements, Continued
                              (Unaudited)


7.   CONTINGENT LIABILITIES AND COMMITMENTS, continued

     In  the normal course of business, the Company is a defendant in
a number of suits and claims.  The Company is also a party to several
administrative  proceedings arising from state and  local  provisions
that regulate the removal and/or clean-up of underground fuel storage
tanks.   It  is  the opinion of management that none of  such  suits,
claims, or proceedings involving the Company, individually or in  the
aggregate are expected to result in a material loss.


8.   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,
                                               1996         1995
                                            ----------------------
                                                (in thousands)

        Receivables                       $   86,194       (38,947)
                                            ======================  
        Inventories                       $   (8,966)          692
                                            ======================
        Accounts payable and
          accrued liabilities             $  (82,175)        4,425
                                            ======================
     Income taxes paid in cash amounted to $4,780,000 and $368,000 for
the nine months ended December 31, 1996 and 1995, respectively.
     
     Interest paid in cash amounted to $55,631,000 and $53,361,000 for
the nine months ended December 31, 1996 and 1995, respectively.



9.   RELATED PARTIES
     
     During  the nine months ended December 31, 1996, a subsidiary  of
the  Company  received  principal payments  of  $84,001,000,  interest
payments  of $4,090,000 and management fees of $1,112,000  from  Three
SAC  Self-Storage Corporation (Three SAC). Three SAC's  voting  common
stock  is owned by SAC Holding Corporation (SAC Holding) and the  non-
voting preferred stock is owned by SAC Non-Business Trust.  The voting
common  stock  of  SAC  Holding is held by  Mark  V.  Shoen,  a  major
stockholder  and  officer of the Company.  Three  SAC  properties  are
currently  managed by the Company pursuant to a management  agreement,
under  which the Company receives a management fee equal to 6% of  the
gross receipts from the properties.  The management fee percentage  is
consistent  with the fee received by the Company for other  properties
managed by the Company.
     
     On  June  27,  1996, Three SAC senior notes with a  principal  of
$86,000,000 were sold to an outside party.

     As  of December 31, 1996, a subsidiary of the Company funded  the
purchase of twenty-six properties, with one additional property funded
subsequent  to  the quarter end, by Four SAC Self-Storage  Corporation
(Four  SAC) for an amount of approximately $26,290,000.  Four  SAC  is
owned  by SAC Holding. The voting common stock of SAC Holding is  held
by  Mark  V.  Shoen, a major stockholder and officer of  the  Company.
Four  SAC  acquired eight of the properties from a subsidiary  of  the
Company  at  a purchase price equal to the Company's acquisition  cost
plus capitalized costs.  Such properties are currently managed by  the
Company  for which the Company will receive a management fee equal  to
6%  of  the  gross receipts from the properties.  The  management  fee
percentage  is  consistent with the fee received by  the  Company  for
other properties managed by the Company.  During the nine months ended
December  31,  1996,  a subsidiary of the Company received  management
fees of $105,000 from Four SAC.


<PAGE> 18
                 AMERCO AND CONSOLIDATED SUBSIDIARIES

         Notes to Consolidated Financial Statements, Continued
                              (Unaudited)


10.   NEW ACCOUNTING STANDARDS

     On  April  1,  1996, the Company adopted 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.   The  adoption  of  this
statement  had  no  impact on the financial condition  or  results  of
operations of the Company.
     
     On  April  1, 1995, the Company implemented Statement of Position
93-7,  "Reporting  on  Advertising Costs", 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.  Upon implementation,  the  Company
recognized   additional   advertising  expense   of   $8,647,000   for
advertising costs not qualifying as direct-response.  The adoption had
the  effect of reducing net income by $5,474,000 ($0.15 per share) for
the nine months ended December 31, 1995.
  
     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.
     
     
11.  SUBSEQUENT EVENTS

     On  February  4,  1997, the Company declared a cash  dividend  of
$3,241,000  ($0.531250 per share) to Series A 8 1/2%  Preferred  Stock
shareholders of record as of February 14, 1997.
<PAGE> 19     
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,
1996  and  1995.   Rental operations is composed of the  operations  of
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  proportionately
more  of the Company's revenues and net earnings are generated  in  the
first and second quarters each fiscal year (April through September).

                                          Property/  Adjustments
                     Rental      Life     Casualty       and
                   Operations  Insurance  Insurance  Eliminations  Consolidated
                   ------------------------------------------------------------
                                           (in thousands)
Nine months ended
December 31, 1996
Revenues:
  Outside           $  916,243     35,680   119,693          -        1,071,616
  Intersegment            -         1,235    12,334      (13,569)           -
                     ----------------------------------------------------------
    Total revenues     916,243     36,915   132,027      (13,569)     1,071,616
                     ==========================================================
Operating profit    $  143,637      8,772    12,864          -          165,273
                     ===========================================
Interest expense                                                         54,718
Pretax earnings                                                         -------
  from operations                                                     $ 110,555
                                                                        =======
Identifiable assets $1,774,139    635,254   625,787      (329,335)    2,705,845
                     ==========================================================
                                          Property/  Adjustments
                     Rental      Life     Casualty       and
                   Operations  Insurance  Insurance  Eliminations  Consolidated
                   ------------------------------------------------------------ 
                                           (in thousands)
Nine months ended
December 31, 1995
Revenues:
  Outside           $  851,910     36,319   120,606          -        1,008,835
  Intersegment            (656)     1,074     9,580       (9,998)           -
                     ----------------------------------------------------------
    Total revenues     851,254     37,393   130,186       (9,998)     1,008,835
                     ==========================================================
Operating profit    $  117,966     10,069    16,323          656        145,014
                     ===========================================
Interest expense                                                         52,684
Pretax earnings                                                         -------
  from operations                                                     $  92,330
                                                                        =======
Identifiable assets $1,867,323    582,043   608,536      (309,107)    2,748,795
                     ==========================================================
<PAGE> 20
NINE  MONTHS ENDED DECEMBER 31, 1996 VERSUS NINE MONTHS ENDED  DECEMBER
31, 1995

U-Haul
     U-Haul revenues consist of (i) total rental and other revenue  and
(ii)  net  sales.   Total rental and other revenue increased  by  $59.3
million,  approximately 8.3%, to $774.4 million during the nine  months
ended  December  31,  1996. The increase reflects higher  net  revenues
from   the   rental  of  moving  related  equipment  and   self-storage
facilities which increased in the aggregate by $37.9 million  over  the
comparable  period  in  fiscal 1996.  Moving  related  rental  revenues
benefited  from  increased  truck  rental  revenues  due  to   improved
utilization (volume), an increase in the fleet size and higher  average
dollars  per transaction (pricing).  Revenues from the rental of  self-
storage  facilities  were positively impacted  by  additional  rentable
square  footage,  and  an  increase in  management  fees  from  storage
facilities  managed  for  others.   Other  revenue  increased  in   the
aggregate  by  $21.4 million.  Contributing to the  increase  in  other
revenues  was an increase in net gains on the sale of real and personal
property of $9.2 million over the comparable period for fiscal 1996.
     
     Net  sales  revenues were $141.7 million during  the  nine  months
ended  December 31, 1996, which represents an increase of approximately
3.7%  from  $136.7 million for the comparable period  in  fiscal  1996.
Revenue  growth  from  the sale of moving support  items,  hitches  and
propane  resulted  in a $6.8 million increase during the  nine  months,
which  was  partially offset by a decrease in gasoline sales consistent
with  the Company's ongoing efforts to remove underground storage tanks
and gradually discontinue gasoline sales.
     
     Cost  of  sales  was  $84.3  million for  the  nine  months  ended
December  31, 1996, which represents an increase of approximately  2.9%
from  $81.9  million  for the comparable period in  fiscal  1996.   The
increase  in cost of sales reflects a $3.0 million increase in material
costs  from the sale of moving support items, hitches and propane which
can be primarily attributed to higher sales levels.
     
     Operating  expenses  increased to  $605.9  million  for  the  nine
months  ended December 31, 1996 from $540.6 million for the  comparable
period  in fiscal 1996, an increase of approximately 12.1%. The  change
from  the  prior  year  reflects a $24.2  million  increase  in  rental
equipment   maintenance  costs  which  reflects  truck   rental   fleet
expansion  and  transactional  growth,  a  $19.3  million  increase  in
personnel  costs  due  to  the increase in  rental,  sales  and  repair
activity,  and  a  $10.6 million increase in lease expense  for  rental
equipment.   All  other operating expense categories increased  in  the
aggregate by $11.2 million compared to the prior year.
     
     Advertising  expense for the nine months ended December  31,  1996
declined  by  $7.0 million to $24.8 million from $31.8 million  in  the
comparable  period of the prior year.  The decrease primarily  reflects
a  one-time  expense of $8.7 million recognized during the nine  months
ended  December 31, 1995, due to the adoption of Statement of  Position
93-7  which  requires  immediate recognition of advertising  costs  not
qualifying as direct-response.
     
     Depreciation expense for the nine months ended December  31,  1996
declined  to  $57.6  million, as compared to $79.0 million  during  the
comparable  period  of  the prior year.  During the  third  and  fourth
quarters  of  fiscal  1996,  based on  the  Company's  in-depth  market
analysis, the Company increased the estimated salvage value of  certain
rental trucks.


Oxford - Life Insurance
     Premiums  from  Oxford's  reinsurance  lines  before  intercompany
eliminations  were  $15.6 million for the nine months  ended  September
30,  1996, or 73.4% of total premiums for that period.  This represents
an  increase of $1.8 million over the comparable period in 1995  or  an
increase  of 13.0%.  Reinsurance premiums are primarily from term  life
insurance,  deferred  annuity contracts that have matured,  and  credit
insurance  business.  Increases  in premiums  are  primarily  from  the
anticipated  increase in annuitizations as a result of the maturing  of
deferred  annuities and from additional production in the  credit  life
and credit accident and health business.
     
     Premiums   from   Oxford's   direct  lines   before   intercompany
eliminations were $5.7 million for the nine months ended September  30,
1996,  an  increase of $0.2 million.  Oxford's direct business  related
to  group  life  and  disability coverage issued to  employees  of  the
Company  for  the  nine months ended September 30, 1996  accounted  for
approximately  7.7%  of premiums.  Other direct  lines,  including  the
credit  insurance  business,  accounted  for  approximately  18.9%   of
Oxford's premiums for the nine months ended September 30, 1996.
<PAGE> 21     
     Net  investment income before intercompany eliminations was  $13.9
million  and  $12.1 million for the nine month periods ended  September
30,  1996  and 1995, respectively.  This increase is primarily  due  to
increases  in  deposit funds from additional production and  increasing
margins on the interest sensitive business.
     
     Other  income is comprised of gains(losses) on the disposition  of
investments  and income on the surrender of deferred annuity  products.
Gains(losses)  on  the disposition of investments were  ($0.1)  million
and  $4.4  million  for the nine months ended September  30,  1996  and
1995,  respectively.   Oxford  had $1.9 million  and  $1.5  million  of
surrender charge income for the nine month periods ended September  30,
1996 and 1995, respectively.
     
     Benefits  and  expenses incurred were $28.1 million for  the  nine
months  ended  September  30,  1996, an increase  of  2.9%  from  1995.
Comparable benefits and expenses incurred for 1995 were $27.3  million.
This  increase  is  primarily  due to the  increase  in  annuitizations
discussed above.
     
     Operating  profit  before intercompany eliminations  decreased  by
$1.3  million,  or  approximately  12.9%,  in  1996  to  $8.7  million,
primarily  due  to  a  decrease in gains on the  disposition  of  fixed
maturity investments.
     

RWIC - Property and Casualty
     RWIC  gross  premium writings for the nine months ended  September
30,  1996 were $133.0 million as compared to $138.7 million in the nine
months  ended  September 30, 1995. This represents a decrease  of  $5.7
million,  or  4.1%.   As  in prior years, the  rental  industry  market
accounts  for  a  significant  share of total  premiums,  approximately
48.2%  and 44.4% in the nine months ended September 30, 1996 and  1995,
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  nine
months  ended  September 30, 1996 to $37.1 million, or 27.9%  of  total
gross  premiums,  from  comparable 1995 figures of  $42.7  million,  or
30.8%  of total premiums.  Premium writings in selected general  agency
lines  are  expected to remain consistent with prior  years.   Premiums
from  selected  general agency lines accounted  for  14.3%  of  written
premiums  for the nine months ended September 30, 1996 as  compared  to
16.1%  in the comparable period of 1995.  This decrease is attributable
to  the  withdrawal from a regional commercial multiple  peril  market.
RWIC   continued  its  direct  multiple  peril  coverage   of   various
commercial   properties  and  businesses  in  1996.    These   premiums
accounted for 9.5% of the total gross written premium during  the  nine
months  ended  September 30, 1996, as compared to  8.0%  for  the  nine
months ended September 30, 1995.
     
     Net  earned  premiums increased $1.3 million, or 1.2%,  to  $108.4
million  for  the nine months ended September 30, 1996,  compared  with
premiums  of  $107.1  million for the nine months ended  September  30,
1995.   The  premium  increase was primarily  the  result  of  improved
policy processing.
     
     Underwriting  expenses incurred were $119.2 million for  the  nine
months  ended September 30, 1996, an increase of $5.3 million, or  4.7%
over   the   nine   months  ended  September  30,   1995.    Comparable
underwriting expenses incurred for the nine months of 1995 were  $113.9
million.   The  increase is attributed to increased commission  expense
offset  by  decreased loss and loss adjusting expenses.  The  increased
commission  expense  resulted from a smaller adjustment  to  realize  a
margin  on  a canceled general agency program, combined with  increased
acquisition  expense  on  assumed  treaty  reinsurance  business.   The
reduction  in loss and loss adjusting expenses occurred in  the  rental
industry liability and assumed treaty reinsurance lines.
     
     Net  investment income was $22.7 million for the nine months ended
September  30,  1996, an increase of 2.7% from the  nine  months  ended
September 30, 1995 net investment income of $22.1 million.
     
     RWIC  completed  the  nine months ended September  30,  1996  with
income  before  tax  expense  of $12.9 million  as  compared  to  $16.3
million  for  the  comparable period ended September  30,  1995.   This
represents  a decrease of $3.4 million, or 20.9% from the  nine  months
ended  September 30, 1995.  Increased premium earnings were  offset  by
increased commission expense to produce this change.

Interest Expense
     Interest  expense increased by $2.0 million to $54.7  million  for
the  nine months ended December 31, 1996, as compared to $52.7  million
for  the  nine  months ended December 31, 1995.  The increase  resulted
from higher average debt levels during the current period.

<PAGE> 22
Extraordinary Loss on Extinguishment of Debt
     During   the   second   quarter  of  fiscal  1997,   the   Company
extinguished  debt  of  approximately  $76.3  million  by   irrevocably
placing  cash into a trust of U.S. Treasury securities to  be  used  to
satisfy  scheduled  payments of principal and  interest.   The  Company
also  extinguished $86.2 million of its long-term notes originally  due
in  fiscal 1997 through fiscal 1999. These transactions resulted in  an
extraordinary  loss of $2.3 million, net of tax of $1.4 million  ($0.09
per share).

Consolidated Group
     As  a  result of the foregoing, pretax earnings of $110.6  million
were  realized  during  the nine months ended  December  31,  1996,  as
compared  to  $92.3 million for the comparable period in  1995.   After
providing   for   income   taxes  and   extraordinary   loss   on   the
extinguishment  of  debt,  net  earnings  for  the  nine  months  ended
December 31, 1996 were $67.9 million, as compared to $58.2 million  for
the comparable period of the prior year.
<PAGE> 23
QUARTERLY RESULTS

     The  following table presents unaudited quarterly results for  the
eleven  quarters  in  the period beginning April  1,  1994  and  ending
December   31,   1996.   The  Company  believes  that   all   necessary
adjustments have been included in the amounts stated below  to  present
fairly,   and   in   accordance  with  generally  accepted   accounting
principles,   the   selected  quarterly  information   when   read   in
conjunction  with  the  consolidated financial statements  incorporated
herein  by  reference.  The  Company's  U-Haul  rental  operations  are
seasonal  and  proportionally more of the Company's  revenues  and  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 (in thousands  except  for
per share data).
     
                                            Quarter Ended
                              --------------------------------- 
                               Jun 30,     Sep 30,     Dec 31,
                                 1996       1996        1996
                              ---------------------------------
Total revenues               $  359,708     400,428     311,480
Net earnings (loss)              40,005      37,737      (9,853)
Weighted average common
  shares outstanding (4)     32,015,301  27,675,192  20,359,873
Net earnings (loss)
  per common share (1) (4)(5)      1.15        1.22        (.74)
     
          
                                            Quarter Ended
                             ----------------------------------------------
                               Jun 30,     Sep 30,     Dec 31,      Mar 31,
                                 1995        1995        1995         1996
                             ----------------------------------------------
Total revenues               $  330,509     371,267     307,059     285,195
Net earnings (loss) (2) (3)      15,177      35,332       7,701       2,184
Weighted average common
  shares outstanding (4)     37,958,426  37,905,225  34,527,233  32,554,458
Net earnings (loss)
  per common share (1) (4)         0.31        0.85        0.13       (0.04)

                                            Quarter Ended
                             -----------------------------------------------
                               Jun 30,     Sep 30,     Dec 31,       Mar 31,
                                 1994        1994        1994          1995
                             -----------------------------------------------
Total revenues               $  322,333     359,520     294,858      259,521
Net earnings (loss)              29,413      40,071       1,907      (11,359)
Weighted average common
  shares outstanding         37,107,536  37,053,707  37,025,575   38,072,543
Net earnings (loss)
  per common share (1)             0.71        1.00       (0.04)       (0.44)
________________
(1) 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 and Series B Preferred Stock.

(2) Reflects  the adoption of Statement of Position 93-7, "Reporting  on
    Advertising Costs."

(3) Reflects  the  change in estimated salvage value  during  the  third
    and fourth quarters of fiscal 1996.

(4) Reflects  the  acquisition of treasury shares acquired  pursuant  to
    the Shoen Litigation. Due to the timing of the acquisition of treasury
    shares, it is not appropriate to sum the quarterly net earnings (loss)
    per common share to arrieve at an annualized calculation.

(5) During  second  quarter fiscal 1997, the Company extinguished  $76.3
    million   of   debt  and  $86.2  million  of  its  long-term   notes
    originally  due in fiscal 1997 through fiscal 1999.   This  resulted
    in  an  extraordinary charge of $2.3 million, net of a $1.4  million
    tax benefit ($0.09 per share).

<PAGE> 24
QUARTER ENDED DECEMBER 31, 1996 VERSUS QUARTER ENDED DECEMBER 31, 1995

U-Haul
     U-Haul revenues consist of (i) total rental and other revenue  and
(ii)  net  sales.   Total rental and other revenue  increased  by  $5.2
million, approximately 2.4%, to $220.2 million in the third quarter  of
fiscal  1997.   The increase reflects a $10.4 million increase  in  net
revenues  from the rental of moving related equipment and  self-storage
facilities.   
     
     Net  sales  revenues were $34.5 million in the  third  quarter  of
fiscal  1997, which represents an increase of approximately  1.6%  from
$34.0  million for the comparable period in fiscal 1996. Revenue growth
from  the sale of moving support items (i.e. boxes, etc.), hitches  and
propane  resulted in a $1.8 million increase during the  quarter  which
was  offset by a decrease in outside repair income  and  a
decrease in gasoline sales.
     
     Cost  of  sales was $21.7 million in the third quarter  of  fiscal
1997,  which  represents a decrease of approximately  9.4%  from  $23.9
million  for  the comparable period in fiscal 1996.  This  decrease  in
cost  of  sales reflects a reduction in inventory reserves based on 
actual physical counts taken which is offset  by  an  increase in 
material costs from  the  sale  of propane,  hitches  and  moving support 
items  which can  be  primarily attributed to higher sales levels.
     
     Operating  expenses  increased to  $207.9  million  in  the  third
quarter  of  fiscal 1997 from $194.2 million in the  third  quarter  of
fiscal  1996, an increase of approximately 7.1%.  The change  from  the
prior  year  primarily is attributable to a $5.6  million  increase  in
personnel  costs and  a  $5.2 million increase in lease expense  due  to 
new leases initiated in the past nine months.
     
     Depreciation  expense  for  the  quarter  was  $18.9  million,  as
compared  to  $2.8 million during the comparable period  of  the  prior
year.   During the third and fourth quarters of fiscal 1996,  based  on
the  Company's  in-depth  market analysis, the  Company  increased  the
estimated salvage value of certain rental trucks.


Oxford - Life Insurance
     Premiums  from  Oxford's  reinsurance  lines  before  intercompany
eliminations  were  $5.0 million for the quarter  ended  September  30,
1996,  or 72.0% of total premiums for that period.  This represents  an
increase  of  $0.1 million over the comparable period  in  1995  or  an
increase  of 2.0%.  Reinsurance premiums are primarily from  term  life
insurance,  deferred  annuity contracts that have matured,  and  credit
insurance  business.   Increases in premiums  are  primarily  from  the
anticipated  increase in annuitizations as a result of the maturing  of
deferred  annuities and from additional production in the  credit  life
and credit accident and health business.
     
     Premiums   from   Oxford's   direct  lines   before   intercompany
eliminations  were  $2.0 million for the quarter  ended  September  30,
1996,  a increase of $0.5 million.  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 quarter ended September  30,  1996
accounted  for  approximately 8.2% of premiums.   Other  direct  lines,
including  the  credit insurance business, accounted for  approximately
19.8% of Oxford's premiums for the quarter ended September 30, 1996.
<PAGE> 25     
     Net  investment income before intercompany eliminations  was  $4.5
million and $4.0 million for the quarters ended September 30, 1996  and
1995,  respectively.  This increase is primarily due  to  increases  in
deposit funds from additional production and increasing margins on  the
interest sensitive business.
     
     Other  income  is  comprised  of  gains  on  the  disposition   of
investments  and income on the surrender of deferred annuity  products.
Gains  on  the disposition of  investments were $0.2 million  and  $1.4
million   for  the  quarters  ended  September  30,  1996   and   1995,
respectively.   Oxford had $0.7 million and $0.5 million  of  surrender
charge  income  for  the quarters ended September 30,  1996  and  1995,
respectively.
     
     Benefits  and  expenses  incurred  were  $9.2  million  for   both
quarters ended September 30, 1996 and 1995.
     
     Operating  profit  before  intercompany eliminations  remained  at
$3.2 for both quarters ended September 30, 1996 and 1995.

RWIC - Property and Casualty
     RWIC  gross  premium writings for the quarter ended September  30,
1996  were  $43.6  million as compared to $57.3 million  in  the  third
quarter   of  1995.   The  rental  industry  market  accounts   for   a
significant  share of total premiums, approximately  $23.0  million  or
52.7%  and  $27.7 million or 48.4% in the third quarters  of  1996  and
1995,   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 1996 to $8.2 million, or 18.9%  of  total
gross  premiums,  from  comparable 1995 figures of  $14.8  million,  or
25.9%  of total premiums.  Premium writings in selected general  agency
lines  are  expected to remain consistent with prior  years.   Premiums
from  selected general agency lines accounted for $7.0 million or 15.9%
share  of written premiums in the third quarter of 1996 as compared  to
$8.6  million  or  15.0%  share in the third  quarter  of  1995.   RWIC
continued  its  direct  multiple peril coverage of  various  commercial
properties and businesses in 1996.  These premiums accounted for  12.0%
of  total  gross  written  premium during third  quarter  of  1996,  as
compared  to  10.4% during the third quarter of 1995.  The increase  is
the result of improved policy processing.

     Net  earned  premiums  increased $0.1 million  or  0.2%  to  $43.7
million  for  the quarter ended September 30, 1996, compared  to  $43.6
million for the quarter ended September 30, 1995.
     
     Underwriting expenses incurred were $48.6 million for the  quarter
ended  September 30, 1996, an increase of $4.6 million, or  10.5%  over
the   quarter   ended  September  30,  1995.   Comparable  underwriting
expenses  incurred  for the third quarter of 1995 were  $44.0  million.
The  increase is due to commission expense, specifically from a smaller
adjustment  to  realize a margin on a canceled general  agency  program
and  an  increase in acquisition expense on assumed treaty  reinsurance
business.
     
     Net  investment  income  was $7.6 million for  the  quarter  ended
September  30, 1996, an increase of 11.8% over third quarter  1995  net
investment  income of $6.8 million.  The increase is  due  to  adjusted
mortgage  interest  rates  for 1995 which effectively  understated  the
quarter ending September 30, 1995 net investment income.
     
     RWIC  completed the third quarter of 1996 with income  before  tax
expense  of $3.2 million as compared to $6.8 million for the comparable
period  ended September 30, 1995.  This represents a decrease  of  $3.6
million,  or  52.9%  from 1995.  The decrease resulted  from  increased
commission expense, partially offset by increased investment income.
     
Interest Expense
     Interest  expense increased by $2.3 million to $19.4  million  for
the  quarter  ended  December 31, 1996.  An increase  in  average  debt
outstanding was primarily responsible for the increase.
<PAGE> 26

Consolidated Group
     As  a result of the foregoing, a pretax loss of $16.0 million  was
incurred   during the quarter ended December 31, 1996, as  compared  to
pretax  earnings  of $13.5 million for the comparable period  in  1995.
After  providing  for  income  taxes  and  extraordinary  loss  on  the
extinguishment  of  debt, the net loss for quarter ended  December  31,
1996 was $9.9 million, as compared to net earnings of $7.7 million  for
the comparable 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,  1996,  net
property, plant and equipment represented approximately 70.2% of  total
U-Haul  assets and approximately 46.0% of consolidated assets.   During
the  nine  months  ended December 31, 1996, capital  expenditures  were
$159.7  million, as compared to $207.5 million during the  nine  months
ended  December  31,  1995, reflecting expansion of  the  rental  truck
fleet  and real property acquisitions.  These acquisitions were  funded
with  internally  generated  funds from operations,  operating  leases,
equity placements and debt financings.
     
     Cash  flows  from  operations were $76.1 million during  the  nine
months  ended  December 31, 1996, as compared to $135.6 million  during
the  nine  months  ended  December 31, 1995.   The  decrease  of  $59.5
million  is  primarily  due  to  an  increase  in  other  assets,  with
decreases  in  accounts payable and accrued liabilities offset  by  the
sale   of   mortgage  note  receivables.   Cash  flows  from  investing
activities  were  affected  by  the sale and  subsequent  leaseback  of
rental trailers for net proceeds of $97.4 million.

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 by operating activities were $9.3 million and  $5.1
million  for  the  nine  months  ended September  30,  1996  and  1995,
respectively.  Cash flows from financing activities were $22.7  million
and  $62.1  million for the nine months ended September  30,  1996  and
1995,  respectively.  Cash flows from deferred annuity  sales  increase
investment  contract  deposits  which  are  a  component  of  financing
activities,  as well as the purchase of fixed maturities  which  are  a
component  of  investing activities.  In addition to  cash  flows  from
operating  and  financing activities, a substantial  amount  of  liquid
funds   is   available  through  Oxford's  short-term  portfolio.    At
September  30, 1996 and 1995, short-term investments amounted  to  $9.5
million and $18.0 million, respectively.  Management believes that  the
overall  sources  of liquidity will continue to meet  foreseeable  cash
needs.
     
     Stockholder's equity of Oxford decreased to $97.3 million in  1996
from  $99.6  million in 1995.  During the nine months  ended  September
30, 1996, Oxford paid dividends to Ponderosa of $3.9 million.
     
     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 $7,080,000.   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 provided (used) by operating activities were  ($19.0)
million   for the nine months ended September 30, 1996, as compared  to
$16.9 million for the comparable period in 1995.  The change is due  to
temporary increases in accounts receivable and due from affiliates.

     RWIC's  short-term  investment  portfolio  was  $4.4  million  at
September  30,  1996.    This  level of  liquid  assets  is  considered
adequate  to  meet periodic needs as well as any near  term  shortfall.
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.  Approximately
96.8%  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 94.5% of total liabilities.

     Stockholder's  equity  increased  3.8%  from  $188.2  million  at
December  31,  1995  to  $195.3 million at September  30,  1996.   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 stockholder dividends  during
the  nine  months ended September 30, 1996, however it  did  declare  a
$6.7  million  dividend to Ponderosa, which was  paid  during  December
1996.


Consolidated Group
     At  December  31, 1996, total notes and loans payable  outstanding
was  $933.4  million as compared to $998.2 million at March  31,  1996,
and $890.6 million at December 31, 1995.
     
     During  each of the fiscal years ending March 31, 1997, 1998,  and
1999,   U-Haul  estimates  gross  capital  expenditures  will   average
approximately $290 million as a result of the expansion of  the  rental
truck   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 comparable period, are
expected  to create annual average funding needs of approximately  $390
million.  Management estimates that U-Haul will fund approximately  75%
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,
lease fundings and equity offerings.
     
     On  August  30,  1996, the Company issued 100,000  shares  of  its
Series   B  Preferred  Stock  with  no  par  value  for  $100  million.
Dividends are cumulative with the rate being reset quarterly  and  have
priority  as to dividends over the Company's common stock.  The  Series
B  Preferred  will be convertible, in certain events, at  the  holder's
option,  into  either shares of the Company's Series  B  Common  Stock,
$0.25  par  value  or  all of the outstanding shares  of  Picacho  Peak
Investment Co., a subsidiary of AMERCO.
     
     On  October 1, 1996, the Company paid the last portion of a  total
of  approximately  $448.1  million to  the  plaintiffs  (non-management
members  of  the Shoen family and their affiliates) in a  long-standing
legal dispute involving the Shoen family and related to control of  the
Company.  As a result, the plaintiffs were required to transfer all  of
their  18,254,976 shares of Common Stock to the Company.   The  Company
plans  to  deduct for income tax purposes approximately $324.0  million
of  the  payments  made  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
such deductions ultimately will be allowed in full.

<PAGE> 28

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,  1996,  the  Company  had
$933.4  million  in  total  notes  and loans  payable  outstanding  and
unutilized committed lines of credit of approximately $487.0 million.
     
     In  May  1996,  the Company issued $175.0 million of 7.85%  Senior
Notes  Due May 15, 2003.  The Company has applied and will continue  to
apply  the  net  proceeds from the sale of the notes to  pay  down,  at
maturity, a portion of the Company's long-term debt.
     
     Pursuant  to  a  shelf registration statement, from September  13,
1996  through  December  31, 1997, the Company issued  $287,500,000  of
fixed  rate medium-term notes ranging from 6.71% to 8.04% with maturity
dates  ranging  from  1998  to 2006, and a  $25,000,000  floating  rate
medium-term  note with a maturity date of October 1997.  Subsequent  to
December 31, 1996, the Company issued $74,500,000 of fixed rate medium-
term  notes ranging from 7.23% to 8.08% with maturity dates  from  2017
to 2027.

     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.   At December 31, 1996,  the  Company  was  in
compliance with these covenants.
     
<PAGE> 29
                      PART II.  OTHER INFORMATION

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

         a. Exhibits

            2.1 Order Confirming Plan (1)
            2.2 Second Amended and Restated Debtor's Plan of
                Reorganization Proposed by Edward J. Shoen (1)
            3.1 Restated Articles of Incorporation as of January 23,1997
            3.2 Restated By-Laws of AMERCO as of August 27, 1996 (2)
           27   Financial Data Schedule

         b. Reports on Form 8-K.

                No  report  on  Form  8-K was filed for  the  quarter  ended
                December 31, 1996.
_____________________________________

(1)   Incorporated by reference to the Company's Registration Statement on
      Form S-3, Registration No. 333-1195.

(2)   Incorporated  by reference to the Company's Quarterly Report on Form 10-Q
      for the quarter ended September 30, 1996, file no. 0-7862.

<PAGE> 30
                              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 19, 1997             By: /S/ DONALD W. MURNEY
                                   ___________________________________
                                        Donald W. Murney, Treasurer
                                       (Principal Financial Officer)