<PAGE>
                                                                     Exhibit 3.3

                                    RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                           U-HAUL INTERNATIONAL, INC.


      The undersigned, acting as the incorporator of a corporation in accordance
with Section 78.403 of the Nevada General Corporation Law, adopts the following
Restated Articles of Incorporation for such corporation:

      1. The name of the corporation is U-Haul International, Inc.

      2. The name and address of the resident agent is The Corporation Trust
Company of Nevada, One East First Street, Reno, Nevada 89501.

      3. The nature of the business and the objects and purposes to be
transacted, promoted, or carried on by the corporation are to engage in any
lawful act or activity for which corporations may be organized under the Nevada
General Corporation Law including, but not in any way limited to, acting as an
accounting clearing house for persons, firms and corporations engaged in the
business of the rental of trucks, trailers and general rental equipment.

      4. The corporation shall have all the general and specific powers
authorized for corporations in the Nevada General Corporation Law as now or
hereafter in effect.

      5. The number of shares of common stock which this corporation is
authorized to issue is twenty million (20,000,000) shares with a par value of
One Cent ($0.01) per share. In addition to the common stock authorized to be
issued by the foregoing sentence, the corporation is authorized to issue five
million (5,000,000) shares of preferred stock, with the Board of Directors
having authority to issue such shares in one or more series, with par value of
One Cent ($0.01) per share, with limited voting powers or without voting powers,
and with such designations, preferences, and relative, participating, optional
or other special rights or qualifications, limitations or restrictions thereof
as shall be stated or expressed in the resolution regarding such stock adopted
by the Board of Directors pursuant to the authority expressly vested in it by
this provision of the Articles of Incorporation, or any amendment hereto.

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       6. For the management of the business, and for the conduct of the
affairs of the corporation, and for the further definition, limitation, and
regulation of the powers of the corporation and its directors and stockholders,
it is further provided:

      A. BOARD OF DIRECTORS. The Board of Directors shall consist of not less
      than 4 nor more than 8 directors, the exact number of directors to be
      determined from time to tine solely by a resolution adopted by an
      affirmative vote of a majority of the entire Board of Directors. The
      directors shall be divided into four classes, designated Class I, Class
      11, Class 111, and Class IV. Subject to applicable law, each class shall
      consist, as nearly as may be possible, of one-fourth of the total number
      of directors constituting the entire Board of Directors. At each annual
      meeting of stockholders, commencing in 1990, successors to the class of
      directors whose term expires at the annual meeting shall be elected or
      reelected for a four-year term.

            If the number of directors is changed, any increase or decrease
      shall be apportioned among the classes of directors so as to maintain the
      number of directors in each class as nearly equal as possible, but in no
      case will a decrease in the number of directors shorten the term of any
      incumbent director. When the number of directors is increased by the Board
      of Directors and any newly created directorships are filled by the Board
      of Directors, there shall be no classification of the additional directors
      until the next annual meeting of stockholders.

            A director shall hold office until the meeting for the year in which
      his or her term expires and until his or her successor shall be elected
      and shall qualify, subject, however, to prior death, resignation,
      retirement, disqualification or removal from office.

            This Article 6.A may be amended only by the affirmative vote of
      two-thirds of all of the outstanding shares of common stock of the
      corporation entitled to vote, which vote must be by ballot at a duly
      constituted meeting of the stockholders, the notice of which meeting must
      include the proposed amendment.

      Directors need not be stockholders. The names, addresses class
      designations, and terms of office of the first members of the Board of
      Directors are:

                                       2
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<TABLE>
<CAPTION>
         Name                         Address                Class        Term
<S>                           <C>                            <C>          <C>
Mark V. Shoen                 2727 N. Central Avenue          I           1 year
                              Phoenix, AZ 85004

Edward J. Shoen               2727 N. Central Avenue          I           1 year
                              Phoenix, AZ 85004

Richard J. Herrera            2727 N. Central Avenue          II          2 years
                              Phoenix, AZ 85004

John C. Taylor                2727 N. Central                 III         3 years
                              Phoenix, AZ 85004

W.E. "Hap" Carty              2727 N. Central                 III         3 years
                              Phoenix, AZ 85004

John M. Dodds                 2727 N. Central                 IV          4 years
                              Phoenix, AZ 85004

James P. Shoen                1325 Airmotive Way              IV          4 years
                              Suite 160,
                              Reno, NV 89502
</TABLE>

      B. POWERS OF THE BOARD OF DIRECTORS. In furtherance and not in limitation
      of the powers conferred by the laws of the State of Nevada, the Board of
      Directors is expressly authorized and empowered:

                  (i) To make, alter, amend, and repeal the bylaws, subject to
            the power of the stockholders to amend the bylaws, which power may
            be exercised only by the affirmative vote of two-thirds of all of
            the outstanding shares of common stock of the corporation entitled
            to vote, which vote must be by ballot at a duly constituted meeting
            of the stockholders, the notice of which meeting must include the
            proposed amendment. This Article 6.B(i) may be amended only by the
            affirmative vote of two-thirds of all of the outstanding shares of
            common stock of the corporation entitled to vote, which vote must by
            ballot at duly constituted meeting of the stockholders, the notice
            of which meeting must include the proposed amendment;

                  (ii) Subject to the applicable provisions of the bylaws then
            in effect, to determine, from time to time, whether and to what
            extent, and at what times and places, and under what conditions and
            regulations, the accounts and books of the corporation, or any of
            them, shall be open to stockholder inspection. No stockholder shall
            have any right to inspect any of the accounts, books or

                                       3
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            documents of the corporation, except as permitted by law, unless and
            until authorized to do so by resolution of the board of Directors or
            of the stockholders of the corporation;

                  (iii) To authorize and issue, without stockholder consent,
            obligations of the corporation, secured and unsecured, under such
            terms and conditions as the Board of Directors, in its sole
            discretion, may determine, and to pledge or mortgage, as security
            therefor, any real or personal property of the corporation,
            including after-acquired property;

                  (iv) To determine whether any and, if so, what part, of the
            earned surplus of the corporation shall be paid in dividends to the
            stockholder, and to direct and determine other use and disposition
            of any such earned surplus;

                  (v) To fix, time time to time, the amount of the profits of
            the corporation to be reserved as working capital or for any other
            lawful purpose;

                  (vi) To establish bonus, profit-sharing, stock option, or
            other types of incentive compensation plans for the employees,
            including officers and directors, of the corporation, and to fix the
            amount of profits to be shared or distributed, and to determine the
            persons to participate in any such plans and the amount of their
            respective participations;

                  (vii) To designate, by resolution or resolutions passed by a
            majority of the entire Board of Directors, one or more committees,
            each consisting of two or more directors, which, to the extent
            permitted by law and authorized by the resolution or the bylaws,
            shall have and may exercise the powers of the Board of Directors;

                  (viii) To provide for the reasonable compensation of its own
            members, and to fix the terms and conditions upon which such
            compensation will be paid;

                  (ix) In addition to the powers and authority hereinbefore,
            or by statute, expressly conferred upon it, the Board of Directors
            may exercise all such powers and of all such acts and things as may
            be exercised or done by the corporation, subject, nevertheless, to
            the provisions of the laws of the State of Nevada, of these Articles
            of Incorporation, and of the bylaws of the corporation.

                                       4
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      C. LIMITATION OF DIRECTOR LIABILITY. A director of officer of the
      corporation shall not be personally liable to this corporation or its
      stockholders for damages for breach of fiduciary duty as a director or
      officer, but this Article 6.C shall not eliminate or limit the liability
      of a director or officer for (i) acts or omissions which involve
      intentional misconduct, fraud or a knowing violation of law, or (ii) the
      unlawful payment of dividends. Any repeal or modification of this Article
      6.C by the stockholders of the corporation shall be prospective only,
      and shall not adversely affect any limitation on the personal liability of
      a director or officer of the corporation for acts or omissions prior to
      such repeal or modification.

      7. The name and post office address of the incorporator is as follows:

<TABLE>
<CAPTION>
        Name                            Address
        ----                            -------
<S>                             <C>
Gary V. Klinefelter             2727 North Central Ave.
                                Phoenix, Arizona  85004
</TABLE>

      8. Except as otherwise provided by the board of Directors, no holder of
any shares of the stock of the corporation shall have any preemptive right to
purchase, subscribe for, or otherwise acquire any shares of stock of the
corporation of any class now or hereafter authorized, or any securities
exchangeable for or convertible into such shares, or any warrants or other
instruments evidencing rights or options to subscribe for, purchase or otherwise
acquire such shares.

      9. The duration of this corporation shall be perpetual.

      10. The affirmative vote of the holders of two-thirds (2/3) of the
outstanding shares of common stock of this corporation entitled to vote shall be
required to approve, adopt or authorize:

            A. Any agreement for the merger, consolidation, amalgamation or
            combination of this corporation with or into any other corporation
            which is an Interested Stockholder (as hereafter defined);

            B. Any sale, lease, exchange or other disposition to or with this
            corporation of any assets of any Interested Stockholder;

            C. Any sale, lease, exchange or other disposition by this
            corporation of all or substantially all of the assets of this
            corporation to or with an Interested Stockholder;

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            D. Any plan or proposal for liquidation or dissolution of this
            corporation if any stockholder of this corporation is an Interested
            Stockholder; or

            E. Any reclassification of securities (including any reverse stock
            split) or recapitalization of this corporation which has the effect,
            directly or indirectly, of increasing the proportionate share of the
            outstanding shares of any class of stock or convertible securities
            of this corporation, directly or indirectly owned by an Interested
            Stockholder.

            As used herein, Interested Stockholder shall mean any person, firm,
corporation or other entity which, as of the record date for the determination
of stockholders entitled to notice of and to vote on any of the above
transactions, is the beneficial owner, directly or indirectly, of more than five
percent (5%) of any class of voting stock of this corporation. For the purposes
hereof, any person, firm, corporation or other entity shall be deemed to be the
beneficial owner of any shares of voting stock of this corporation which (i) it
has the right to acquire pursuant to any agreement or upon exercise of
conversion rights, warrants or options, or otherwise, or (ii) are owned,
directly or indirectly (including shares deemed owned through the application of
clause (i) above), by any other person, firm, corporation or other entity with
which it has any agreement, arrangement or understanding with respect to the
acquisition, holding, voting or disposition of stock of this corporation, or
which is its "affiliate" or "associate" as those terms are defined in the
Rules and Regulations under the Securities Exchange Act of 1934, as amended.

            The Board of Directors of this corporation shall have the power and
duty, by resolution adopted by the affirmative vote of a majority of the entire
Board of Directors, to determine (and such determination shall be conclusive)
for the purposes of this Article 10, on the basis of information known to it,
whether (i) any person, firm, corporation or other entity is the beneficial
owner, directly or indirectly, of more than five percent (5%) of any class of
voting stock of this corporation, (ii) any proposed sale, lease, exchange or
other disposition involves all or substantially all of the assets of this
corporation, or (iii) any person, firm, corporation or other entity has any
agreement, arrangement or understanding with respect to the acquisition,
holding, voting or disposition of stock of this corporation with any other
person, firm, corporation or other entity.

                                       6
<PAGE>
            Notwithstanding any other provision of these Articles of
Incorporation, the affirmative vote of the holders of two-thirds (2/3) of the
outstanding shares of common stock of this corporation entitled to vote shall
be required to amend, alter, change or repeal, or to adopt any provision
inconsistent with, this Article 10.

            The respective two-thirds voting requirements specified above for
any of the transactions referred to in any one or more of paragraphs A through E
above, or to amend, alter, change or repeal, or to adopt any provision
inconsistent with, this Article 10, shall not be applicable to a proposed action
which has been approved or recommended by majority of the Disinterested
Directors, as used herein, a "Disinterested Director" means (i) any Director
named in these Articles of Incorporation as one of the first members of the
corporation's Board of Directors, (ii) any Director of the corporation who is
elected by the stockholders or appointed by the Board of Directors of this
corporation and was not at the time of such election or appointment associated
with or an affiliate of an Interested Stockholder directly or indirectly
involved in the transaction or proposal before the Board of Directors, or (iii)
a person designated, before his election or appointment as a director, as a
Disinterested Director by a majority of Disinterested Directors then on the
Board of Directors.

            11. Shareholder action by written consent is prohibited. This
Article 11 may be amended only by the affirmative vote of two-thirds of all of
the outstanding shares of common stock of the corporation entitled to vote,
which vote must be by ballot at a duly constituted meeting of the stockholders,
the notice of which meeting must include the proposed amendment.

      The name and address of the original incorporator was:

                       Gary V. Klinefelter
                       2727 N. Central Ave.
                       Phoenix, Arizona 85004

      IN WITNESS WHEREOF, we have executed the foregoing Re-Stated Articles of
Incorporation of U-Haul International, Inc. this 3rd day of August, 1992.

                                /s/ Edward J. Shoen
                                ----------------------------------------------
                                Edward J. Shoen, President

                                /s/ Gary V. Klinefelter
                                ----------------------------------------------
                                Gary V. Klinefelter, Secretary

                                       7
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                             AFFIDAVIT OF AUTHORITY

      Edward J. Shoen and Gary V. Klinefelter, being first duly sworn, deposes
and says:

      1. Edward J. Shoen and Gary V. Klinefelter are the duly elected President
and Secretary, respectively, of U-Haul International, Inc.

      2. The President and Secretary of U-Haul International, Inc. have been
authorized to execute the Restated Articles of Incorporation of U-Haul
International, Inc. by resolution of the Board of Directors adopted on August 3,
1992.

      3. The Restated Articles of Incorporation of U-Haul International, Inc. do
not alter or amend the Articles of Incorporation in any manner.

      4. The Restated Articles of Incorporation of U-Haul International, Inc.
correctly set forth the text of the Articles of Incorporation as amended to the
date thereof.

                                                   /s/ Edward J. Shoen
                                                   ----------------------------
                                                   Edward J. Shoen, President

                                                   /s/ Gary V. Klinefelter
                                                   ----------------------------
                                                   Gary V. Klinefelter,
                                                   Secretary


STATE OF ARIZONA        )
                        ) ss
COUNTY OF MARICOPA      )

      I HEREBY CERTIFY that on this 3rd day of August, 1992, Edward J. Shoen and
Gary V. Klinefelter, personally appeared before me a Notary Public in and for
the State and County aforesaid, who made oath under due form of law that the
facts set forth are true and correct to the best of their knowledge and belief.

      I hereunto affix my hand and notarial seal.


                                                /s/ Nancy Jo Beiley
                                                ---------------------------
                                                       Notary Public


[OFFICIAL SEAL OF NANCY JO BEILEY]