Exhibit
      10.89


Execution
      Copy


FIRST
      AMENDMENT TO SECURITY AGREEMENT (New Truck Term Loan Facility)


THIS
      FIRST AMENDMENT TO THE SECURITY AGREEMENT dated as of May
      31,
      2006 (the "First
      Amendment") is
      by and
      between U-Haul Leasing & Sales Co., a Nevada Corporation ("Leasing"), U-Haul
      Co. of Arizona, an Arizona corporation ("U-Haul") and
      U-Haul International, Inc., a Nevada Corporation ("UHI", and
      together with Leasing and U-Haul, the "Borrowers") and
      Merrill Lynch Commercial Finance Corp., a Delaware corporation (the "Lender").


WHEREAS,
      the Borrowers and Lender have previously executed a certain Security Agreement,
      dated as of November 10, 2005 (the "Securitv
      Agreement");


WHEREAS,
      the Borrowers and the Lender wish to amend the provisions of the Security
      Agreement as provided herein.


NOW
      THEREFORE, the Borrowers and the Lender hereby agree as follows:


SECTION
      1. Amendment
      to Attachment 1. Attachment
      1 of the Security Agreement is hereby amended by deleting clause (d) thereof
      in
      its entirety and inserted in its place the following:


(d)
      The
      Dealership Contracts, the Rental Company Contracts, the Fleet Owner Agreement,
      in each case to the extent the rights under such agreements relate to any
      Vehicle constituting Equipment, and any Warranty;


SECTION
      2. Consent
      to Amendment of Financing Statements. The
      Lender hereby authorizes the borrowers to file amendments to the respective
      financing statements filed pursuant to the Security Agreement naming each
      Borrower, as debtor, and the Lender, as secured party, solely for the purpose
      of
      reflecting the amendment described in Section 1, above. Each such amendment
      shall be at Borrowers' expense.


SECTION
      3. Effectiveness. The
      amendment provided for by this First Amendment shall become effective upon
      the
      receipt by the Borrowers and the Lender of counterparts of this First Amendment,
      duly executed by the parties hereto, which shall be reasonably satisfactory
      to
      each party.


SECTION
      4. Security
      Agreement in Full Force and Effect as Amended. Except
      as
      specifically amended or waived hereby, all of the terms and conditions of the
      Security Agreement shall remain in full force and effect. All references to
      the
      Security Agreement in any other document or instrument shall be deemed to mean
      the Security Agreement as amended by this First Amendment. This First Amendment
      shall not constitute a novation of the Security Agreement, but shall constitute
      an amendment thereof. The parties hereto agree to be bound by











the
      terms
      and obligations of the Security Agreement, as amended by this First Amendment,
      as though the terms and obligations of the Security Agreement were set forth
      herein.


SECTION
      5. Counterparts. This
      First Amendment may be executed in any number of counterparts and by separate
      parties hereto on separate counterparts, each of which when executed shall
      be
      deemed an original, but all such counterparts taken together shall constitute
      one and the same instrument.


SECTION
      6. Governing
      Law. **THIS
      FIRST AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
      OF THE STATE OF NEW YORK.**


SECTION
      7. Defined
      Terms. Capitalized
      terms used herein and not otherwise defined shall have the meanings assigned
      to
      such terms in the Security Agreement











IN
      WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
      duly executed by their respective officers as of the day and year first above
      written.


**U-HAUL
      LEASING & SALES CO.,** as
      a
      Borrower


By:


Name:


Title:


**U-HAUL
      CO. OF ARIZONA,** as
      a
      Borrower


By:


Name:


Title:


**U-HAUL
      INTERNATIONAL, INC.,**


as
      a
      Borrower, as Servicer/Manager and as Guarantor


By:


Name:


Title:


**MERRILL
      LYNCH COMMERCIAL FINANCE CORP.,**


as
      Lender


By:


Name:


Title: