AMERCO /NV/, S-3, 1994-11-23

AMERCO /NV/
S-3, 1994-11-23
MOTOR VEHICLES & PASSENGER CAR BODIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1994
REGISTRATION NO. 33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________

AMERCO
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
NEVADA 88-0106815
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

________________________

1325 AIRMOTIVE WAY, SUITE 100
RENO, NEVADA 89502-3239
(702) 688-6300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
________________________

GARY V. KLINEFELTER, ESQ.
GENERAL COUNSEL
AMERCO
1325 AIRMOTIVE WAY, SUITE 100
RENO, NEVADA 89502-3239
(702) 688-6300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
______________________

COPY TO:

JON S. COHEN, ESQ.
SNELL & WILMER
ONE ARIZONA CENTER
PHOENIX, ARIZONA 85004-0001
(602) 382-6247
______________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

_______________________

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
=======================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
_______________________________________________________________________________________________________

Common Stock, $.25 par value........... 2,994,655 $17.00 $50,909,135 $17,555
=======================================================================================================
</TABLE>

(1) In the event of a stock split, stock dividend, or similar transaction
involving Common Stock of the Company, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act of
1933.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the last reported sale price of the Common
Stock on November 22, 1994, as reported by Nasdaq -- National Market.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SECTION 8(A) MAY
DETERMINE.
================================================================================

<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED NOVEMBER 23, 1994
PROSPECTUS

2,994,655 SHARES

A M E R C O
COMMON STOCK

PONDEROSA AMERCO
INSURANCE U-HAUL REAL ESTATE COMPANY
HOLDINGS ______

This Prospectus relates to an aggregate of 2,994,655 shares of Common Stock
(the "Securities") of AMERCO (the "Company"), a holding company for U-Haul
International, Inc., Ponderosa Holdings, Inc., and Amerco Real Estate Company.
The Company will not receive any portion of the proceeds from the sale of the
Securities offered hereby. The Securities may be offered from time to time, by
the Trust (the "ESOP Trust") under the AMERCO Employee Savings, Profit Sharing
and Employee Stock Ownership Plan (the "Plan"). The Company's Common Stock is
traded on Nasdaq -- National Market ("Nasdaq") under the symbol "AMOO." The
Securities may be sold by the ESOP Trust (the "Selling Stockholder") from time
to time, in ordinary brokers' transactions through Nasdaq at the price
prevailing at the time of such sales. The commission payable will be the regular
commission a broker receives for effecting such sales. The Securities may also
be offered in block trades, private transactions, or otherwise. The net proceeds
to the Selling Stockholder will be the proceeds received by it upon such sales,
less brokerage commissions. All expenses of registration incurred in connection
with this offering are being borne by the Company, but the Selling Stockholder
will pay any brokerage and other expenses of sale incurred by it. There can be
no assurance that the Selling Stockholder will sell any or all of the Securities
registered hereunder.

On November 22, 1994, the last reported sale price of the Common Stock
through Nasdaq was $17.00 per share.

No person is authorized to give the information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with this Prospectus and, if given or made, any such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities in any state or other jurisdictions
where, or to any person to whom, it is unlawful to make such an offer or a
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS , 1994.
<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its regional offices located at 75 Park Place,
14th Floor, New York, New York 10007, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

The Company has filed with the Commission a registration statement (the
"Registration Statement") with respect to the Securities offered hereby. This
Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information contained in the Registration Statement and the
exhibits thereto. For further information with respect to the Company and the
Securities offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be examined without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of all or any part thereof may be
obtained from the Public Reference Section of the Commission at prescribed
rates. Statements contained in this Prospectus as to the contents of any
contract or any other document are not necessarily complete and, in each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statement, each statement being qualified in all
respects by such reference.

The Company's Series A 8 1/2% Preferred Stock is listed on the New York
Stock Exchange and the Company's Common Stock is listed on Nasdaq. Reports,
proxy statements, and other information filed by the Company may be inspected at
the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and at
the National Association of Securities Dealers, 1735 K Street, N.W., Washington,
D.C. 20007.

INFORMATION INCORPORATED BY REFERENCE

The Annual Report of the Company on Form 10-K for the fiscal year ended
March 31, 1994, the Company's audited consolidated financial statements included
in the Company's Registration Statement, No. 33-54289 filed with the Commission,
which was effective November 3, 1994, the Quarterly Report of the Company on
Form 10-Q for the quarter ended September 30, 1994, and the Current Report on
Form 8-K filed with the Commission on October 13, 1994 are incorporated herein
by reference.

All reports filed by the Company with the Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be made a part hereof from their
respective dates of filing.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company will cause to be furnished without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any documents described above,
other than certain exhibits to such documents. Requests should be addressed to:
AMERCO, Investor Relations, 1325 Airmotive Way, Suite 100, Reno, Nevada 89502;
telephone: (702) 688-6300.

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the detailed
information and financial statements, including the notes thereto, appearing
elsewhere or incorporated by reference in this Prospectus. Investors should
carefully consider the information set forth under the heading "Risk Factors."

THE COMPANY

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"). Throughout this Prospectus, unless the
context otherwise requires, the term "Company" includes all of the Company's
subsidiaries.

U-Haul is primarily engaged, through subsidiaries, in the rental of trucks,
automobile-type trailers, and support rental items to the do-it-yourself moving
customer, all under the registered trade name U-Haul(R). Additionally, U-Haul
sells related products and services and rents self-storage facilities and
various kinds of equipment. AREC owns and manages a majority of the real estate
used in connection with the foregoing businesses.

Ponderosa serves as the holding company for the Company's insurance
businesses. Ponderosa's two principal subsidiaries are Oxford Life Insurance
Company ("Oxford") and Republic Western Insurance Company ("RWIC"). Oxford
primarily reinsures life, health, and annuity type insurance products and
administers the Company's self-insured employee health plan. RWIC originates and
reinsures property and casualty type insurance products for various market
participants, including independent third parties, the Company's customers, and
the Company. See "The Company" and "Business."

The Company's principal executive offices are located at 1325 Airmotive
Way, Suite 100, Reno, Nevada 89502-3239, and the telephone number of the Company
is (702) 688-6300. As used in this Prospectus, all references to a fiscal year
refer to the Company's fiscal year ended March 31 of that year.

THE SECURITIES

Securities Registered............... 2,994,655 shares of Common Stock.

Securities Outstanding.............. 6,100,000 shares of Series A 8 1/2%
Preferred Stock, 29,426,048 shares of
Common Stock, and 9,238,015 shares of
Series A Common Stock.

Use of Proceeds..................... The Company will receive no proceeds
from the sale of the Securities
registered hereby.

Nasdaq National Market Symbol....... "AMOO"

3
<PAGE> 5

SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary financial information was derived from and is
qualified by reference to the financial statements and other information and
data contained in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1994, and the Company's unaudited Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994, which are incorporated by reference.
Oxford and RWIC have been consolidated on the basis of fiscal years ended
December 31. To give effect to Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes," the Company has restated its financial
statements to April 1, 1988. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Other." The summaries for the
six months ended September 30 are unaudited; however, in the opinion of
management, all adjustments necessary for a fair presentation of such financial
information have been included. The results of operations for the six months
ended September 30, 1994 may not be indicative of the results to be expected for
fiscal 1995 because the Company's U-Haul business is seasonal, with a majority
of its revenue and substantially all of its net earnings being generated in the
first and second quarters of each fiscal year.

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE FISCAL YEARS ENDED MARCH 31, ENDED SEPTEMBER 30,
-------------------------------------------------------------- -----------------------
1990 1991 1992 1993 1994 1993 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS DATA:(4)
Rental, net sales, and other
revenues........................... $ 830,998 $ 860,044 $ 845,128 $ 901,446 $ 972,704 $ 540,005 $ 594,673
Premiums and net investment income... 119,641 126,620 126,756 139,465 162,151 76,311 90,020
---------- ---------- ---------- ---------- ---------- ---------- ----------
950,639 986,664 971,884 1,040,911 1,134,855 616,316 684,693
---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating expenses and cost of
sales.............................. 627,396 668,149 661,229 697,700 735,841 378,964 395,848
Benefits, losses, and amortization of
deferred acquisition costs......... 121,602 126,626 99,091 115,969 130,168 64,242 71,955
Depreciation......................... 105,437 114,589 109,641 110,105 133,485 62,266 74,755
Interest expense..................... 74,657 80,815 76,189 67,958 68,859 35,268 33,297
---------- ---------- ---------- ---------- ---------- ---------- ----------
929,092 990,179 946,150 991,732 1,068,353 540,740 575,855
---------- ---------- ---------- ---------- ---------- ---------- ----------
Pretax earnings (loss) from
operations......................... 21,547 (3,515) 25,734 49,179 66,502 75,576 108,838
Income tax expense................... (3,516) (6,354) (4,940) (17,270) (19,853) (24,344) (39,354)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before cumulative
effect of change in accounting
principle and extraordinary item... 18,031 (9,869) 20,794 31,909 46,649 51,232 69,484
Extraordinary loss on early
extinguishment of debt, net(2)..... -- -- -- -- (3,370) -- --
Cumulative effect of change in
accounting principle, net(3)....... -- -- -- -- (3,095) (3,272) --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss).................. $ 18,031 $ (9,869) $ 20,794 $ 31,909 $ 40,184 $ 47,960 $ 69,484
========= ========= ========= ========= ========= ========= =========
Earnings (loss) from operations
before extraordinary loss on early
extinguishment of debt and
cumulative effect of change in
accounting principle per common
share.............................. $ .46 $ (.25) $ .53 $ .83 $ 1.06 $ 1.38 $ 1.70
Net earnings (loss) per common
share(1)........................... .46 (.25) .53 .83 .89 1.29 1.70
Weighted average common shares
outstanding........................ 39,483,960 39,312,080 38,880,069 38,664,063 38,664,063 37,119,233 37,053,707
Cash dividends declared -- common
shares............................. $ 2,575 $ 1,176 $ -- $ 1,994 $ 3,147 $ -- $ --
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
-------------------------------------------------------------- -----------------------
1990 1991 1992 1993 1994 1993 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:(4)
Total property, plant, and equipment,
net................................ $ 975,675 $1,040,342 $ 987,095 $ 989,603 $1,174,236 $1,126,063 $1,267,671
Total assets......................... 1,725,660 1,822,977 1,979,324 2,024,023 2,344,442 2,189,832 2,506,079
Notes and loans payable.............. 749,113 804,826 733,322 697,121 723,764 793,871 752,529
Stockholders' equity................. 446,294 435,180 451,888 479,958 651,787 518,577 708,784
</TABLE>

- ---------------
(1) For the fiscal year ended March 31, 1994, and the six months ended September
30, 1994, net earnings per common share amounts were computed after giving
effect to the dividend on the Company's Series A 8 1/2% Preferred Stock.

(2) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Fiscal Year Ended March 31, 1994 versus Fiscal Year Ended
March 31, 1993 -- Extraordinary Loss on Extinguishment of Debt."

(3) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Other."

(4) See "Business -- Litigation" for a discussion of material uncertainties
relating to shareholder litigation. See also "Business -- Environmental
Matters."

4
<PAGE> 6

RISK FACTORS

THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVES SUBSTANTIAL RISK.
THE FOLLOWING MATTERS, INCLUDING THOSE MENTIONED ELSEWHERE, SHOULD BE CONSIDERED
CAREFULLY BY A PROSPECTIVE INVESTOR IN EVALUATING A PURCHASE OF THE SECURITIES.

EXISTING MANAGEMENT -- POTENTIAL CHANGE IN CONTROL

For the reasons set forth below, there can be no assurance that the
Company's current management or its current operating strategy will remain in
place.

At the date of this Prospectus, members of a stockholder group (the "Inside
Stockholder Group"), which includes the ESOP Trust, Oxford (acting as a
trustee), Edward J. Shoen, Mark V. Shoen, and James P. Shoen who are members of
the Company's management, and Paul F. Shoen and Sophia M. Shoen vote
approximately 46.3% of the Company's common stock pursuant to a stockholder
agreement. The ESOP Trust holds approximately 7.7% of the Company's voting
stock. Approximately 2.8% of the Company's outstanding voting stock is allocated
to participants' ESOP Trust accounts and voted by the ESOP Trustees in
accordance with the participants' direction ("pass-through voting"), subject to
the provisions of the Employee Retirement Income and Security Act of 1974
("ERISA") and the provisions of the Internal Revenue Code of 1986, as amended
(the "IRC"). The ESOP Trust votes approximately 4.9% of the Company's voting
stock in its discretion as part of the Inside Stockholder Group ("discretionary
voting"). See "Risk Factors -- Existing Management -- Potential Change in
Control -- Replacement of ESOP Trustee." Oxford acts as trustee for various
trusts that own approximately 4.2% of the Company's voting stock. There exists a
second stockholder group (the "Outside Stockholder Group") controlling
approximately 49.1% of the Company's common stock that is currently opposed to
existing Company management. See "Principal Stockholders -- Outside Stockholder
Group." The members of the Outside Stockholder Group may be required to sell
their shares to certain of the Company's current and former directors pursuant
to litigation described in "Business -- Litigation."

Arbitration Proceedings. Sophia M. Shoen and Paul F. Shoen have claimed
that the Company has defaulted in its obligations to register their common stock
under separate Share Repurchase and Registration Rights Agreements. The matter
is the subject of an arbitration proceeding described in "Business --
Litigation." The arbitration panel concluded hearings in the matter on August
21, 1994 and is expected to render a decision on or after December 5, 1994.
Sophia M. Shoen and Paul F. Shoen claim that as a result of such alleged
defaults they have the right to give notice of termination of the Inside
Stockholder Group. The Company disagrees with those assertions. Sophia M. Shoen
gave such notice of termination on July 11, 1994. See "Principal
Stockholders -- Inside Stockholder Group."

Annual Meeting of Stockholders. The current members of the Inside
Stockholder Group, excluding Sophia M. Shoen and Paul F. Shoen, control
approximately 33.0% of the Company's common stock. Edward J. Shoen, the
Company's Chairman and President, and Mark V. Shoen, Executive Vice President of
Product for U-Haul International, Inc., who have been instrumental in the
Company's performance since 1987, and Aubrey K. Johnson, one of three
independent directors and the only director without a current or past employment
history with the Company, are standing for re-election at the Company's 1994
Annual Meeting of Stockholders. There is no assurance that these individuals
will be re-elected. Sophia M. Shoen and Paul F. Shoen have nominated themselves
in opposition to Edward J. Shoen and Mark V. Shoen. The Outside Stockholder
Group, controlling 49.1% of the voting stock, also has competing candidates. As
a result of the foregoing, if Sophia M. Shoen or Paul F. Shoen is successful in
leaving the Inside Stockholder Group, Edward J. Shoen and Mark V. Shoen probably
will not be re-elected. Accordingly, there can be no assurance that the
Company's current management or its current operating strategy will remain in
place. In addition, the entire Board of Directors can be removed without cause
by stockholders holding two-thirds of the Company's voting stock. The Annual
Meeting of Stockholders was scheduled for July 21, 1994 but was enjoined,
pursuant to litigation initiated by Paul F. Shoen (the "Paul F. Shoen
Litigation"), by the United States District Court for the District of Nevada for
a period of at least 45 days following the appointment of three limited purpose
neutral ESOP Trustees. The new trustees will perform as trustees only with
respect to pass-through voting and discretionary voting of shares held by the
ESOP Trust and only until the 1994 Annual Meeting of

5
<PAGE> 7

Stockholders is held. As of the date of this Prospectus, although the Company
has selected three limited purpose trustees subject to Court approval, the
plaintiff has not stipulated to the appointment of such trustees and the Company
has joined with the ESOP Trustee in appealing the Court's decision to the Ninth
Circuit. See "Risk Factors -- Existing Management -- Potential Change in
Control -- Replacement of ESOP Trustee," "Business -- Litigation," and
"Principal Stockholders."

Replacement of ESOP Trustee. In the Paul F. Shoen Litigation, Paul F.
Shoen alleges, among other things, that the ESOP Trustee breached its fiduciary
duties by campaigning on behalf of incumbent management, by refusing to forward
his proxy statement to the ESOP participants, and by violating certain of the
Commission's Proxy Rules. Prior to October 6, 1994 three U-Haul officers, Edward
J. Shoen, Gary B. Horton and Donald W. Murney collectively served as the ESOP
Trustee under the ESOP Trust. On October 6, 1994, the United States District
Court for the District of Nevada issued a Memorandum and Order entering a
preliminary injunction in the Paul F. Shoen Litigation. In the order, the Court
stated that it found it overwhelmingly likely that Paul F. Shoen would prevail
on the merits of the case. The Court ordered that the current ESOP Trustee be
replaced with three neutral trustees and that certain actions be taken by the
new trustees regarding the voting of the common stock held by the ESOP. The
Court enjoined the Company's Annual Meeting of Stockholders for a period of at
least 45 days after the date three neutral trustees are appointed. The Company
has joined in motions filed by the ESOP Trustee to appeal the Court's order to
the Ninth Circuit. On October 24, 1994, the Court amended its Memorandum and
Order to provide that the new trustees shall act as trustees only until the 1994
Annual Meeting of Stockholders is held and only with respect to pass-through
voting and discretionary voting of shares held by the ESOP Trust. See
"Business -- Litigation." The ESOP Trustee votes approximately 4.9% of the
Company's common stock and all of the common stock allocated to participants'
accounts for which no direction is received as part of the Inside Stockholder
Group. See "Principal Stockholders -- Inside Stockholder Group -- ESOP Trustees;
Release of Shares from Stockholder Agreement." The ESOP Trustee is only required
to act as a member of the Inside Stockholder Group if the other members of the
Inside Stockholder Group provide the ESOP Trustee with an opinion of counsel
satisfactory to the ESOP Trustee that such act shall not result in a violation
of the provisions of ERISA or the IRC. If the other members of the Inside
Stockholder Group are unable to furnish such an opinion, it is unclear whether
or not the ESOP Trustee could vote other than as part of the Inside Stockholder
Group. The Inside Stockholder Group currently controls approximately 41.3% of
the Company's voting stock without counting shares held by the ESOP Trustee. See
"Principal Stockholders -- Inside Stockholder Group -- Voting of Shares."

Credit Agreements. Certain of the Company's credit agreements contain
provisions that could result in a required prepayment upon a "change in control"
of the Company. There can be no assurance that a change in control will not
occur if Sophia M. Shoen or Paul F. Shoen is successful in leaving the Inside
Stockholder Group. Approximately $519 million of the Company's outstanding debt
was covered by such credit agreements as of September 30, 1994. The Company does
not currently have available sources of financing to fund such prepayments if
they became payable in full. In addition, upon such a "change in control," the
Company might lose the ability to draw on approximately $422 million under
unutilized lines of credit otherwise available at September 30, 1994. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources -- Credit Agreements."

SHAREHOLDER LITIGATION

As disclosed in "Business -- Litigation," certain current and former
members of the Company's Board of Directors are defendants in an action in the
Superior Court of the State of Arizona in and for the County of Maricopa
initiated by certain members of the Outside Stockholder Group in 1988. Based
upon the preliminary rulings by the Court and the fact that the plaintiffs
alleged that their stock is virtually worthless, the Company believes that the
plaintiffs elected that their remedy in the litigation would be the sale of
their stock to the defendants at a price determined by the Court based on the
value of their stock in 1988. On October 7, 1994, the jury determined that such
value was $81.12 per share or approximately $1.48 billion. The jury also awarded
the plaintiffs $70 million in punitive damages against Edward J. Shoen. Edward
J. Shoen has filed a motion to set aside in its entirety or in the alternative
to reduce this award. No assurance can be given as to

6
<PAGE> 8

the ruling of the Court on this motion. The defendants have filed post-trial
motions to (i) request a new trial and/or (ii) reduce the amount of
consideration to be paid to the plaintiffs for their stock to not more than $394
million or to obtain judgment in favor of the defendants. The Company is unable
to predict the outcome of the post-trial motions and the likelihood of appeal by
any party or the consequences of any appeal. However, based upon the advice of
Snell & Wilmer, counsel to the defendants other than Paul F. Shoen, the Company
believes that even if the Court does not render judgment in favor of the
defendants or order a new trial, a substantial reduction in the jury verdict is
probable. Upon completion of this litigation, including any appeals, and a final
determination of the purchase price to be paid to the plaintiffs, the Company
believes that the Outside Stockholder Group will cease to exist. The Company has
agreed to indemnify the defendants to the fullest extent permitted by law or the
Company's Articles of Incorporation or Bylaws, for all expenses and damages, if
any, incurred by the defendants in this proceeding, subject to certain
exceptions. As of the date of this Prospectus, the extent of the Company's
indemnification obligations, if any, cannot be reasonably estimated. The Company
believes that there is a substantial likelihood that if the jury verdict is
substantially reduced, the resulting amount to be paid to the plaintiffs for
their shares will not exceed the fair market value of the shares to be acquired
by the defendants. In such event, the defendants may choose to acquire the
shares without making indemnification claims against the Company. No provision
has been made in the Company's financial statements for any possible
indemnification claims. If the jury verdict in this case is substantially
reduced, the Company believes that it can satisfy its indemnification
obligations, if any. Before the Company will have any indemnification
obligations, a final judgment must be entered against the defendants, the
defendants must request indemnification from the Company, and a determination
must be made under Nevada law as to the validity of the indemnification claims.
If valid indemnification claims are made, the Company believes that it has
various means of financing any such indemnification obligations consistent with
its existing credit agreements, or, in the alternative, the Company may seek the
waiver or amendment of certain of the provisions of one or more of its credit
agreements when the indemnification obligations are determined. The Company
believes, but no assurance can be given, that it can obtain any necessary
waivers or amendments. If the jury verdict is substantially reduced, the Company
does not believe that there would be a material adverse affect on its earnings,
financial position, or cash flows. If the jury verdict is not substantially
reduced and any resulting judgment is not stayed by appeal or other proceedings,
the Company may be unable to satisfy its indemnification obligations if valid
indemnification claims are made. There can be no assurance that the jury verdict
will be substantially reduced. See "Business -- Litigation."

The Company, certain officers of the Company, certain members of the
Company's Board of Directors, and others are defendants in an action currently
pending in United States District Court for the District of Nevada entitled
Sidney Wisotzky and Dorothy Wisotzky, et al. v. Edward J. Shoen, et al., No.
CV-N-94-771-HDM (filed October 28, 1994 and served on the Company on November 7,
1994). The plaintiffs, who claim to have purchased the Company's Series A 8 1/2%
Preferred Stock, are seeking class action certification and are defining the
class as all persons who purchased or otherwise acquired the Series A 8 1/2%
Preferred Stock of AMERCO from October 14, 1993 through October 18, 1994,
inclusive, and who sustained damage as a result of such purchases. The
plaintiffs allege among other things, that the defendants violated the federal
securities laws by inflating the price of the Series A 8 1/2% Preferred Stock
via false and misleading statements, concealing material adverse information,
and taking other manipulative actions, and that the Prospectus for the Series A
8 1/2% Preferred Stock, certain Form 10-K and Form 10-Q filings made by the
Company, and the Company's Notice and Proxy Statement dated July 8, 1994
contained false and misleading statements and omissions regarding the action
currently pending in the Superior Court of the State of Arizona in and for the
County of Maricopa entitled Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et
al., No. CV88-20139, instituted August 2, 1988 (the "Shoen Litigation"). On
October 7, 1994, the jury in the Shoen Litigation awarded the plaintiffs in that
case approximately $1.48 billion to be paid by the defendants in exchange for
the plaintiffs' stock. The jury in that case also awarded the plaintiffs $70
million in punitive damages against Edward J. Shoen. See
"Business -- Litigation." The plaintiffs are requesting unspecified compensatory
damages as well as attorneys' fees and costs. The Company and the individual
defendants deny plaintiffs' allegations of wrongdoing and intend to vigorously
defend themselves in this action.

7
<PAGE> 9

DEPENDENCE UPON KEY PERSONNEL

The success and growth of the Company since 1987 has been dependent upon
the performance of its senior management team, the loss of whose services could
have an adverse effect on the Company. There is no assurance that the senior
management will remain employed by the Company. The Company has not entered into
employment contracts with anyone on the senior management team and has not
granted restricted stock or stock option awards to any employee pursuant to the
Company's Stock Option and Incentive Plan. However, Edward J., Mark V., and
James P. Shoen are members of the Company's senior management and have
substantial common stock holdings in the Company. See "Risk Factors -- Existing
Management -- Potential Change in Control" and "Principal Stockholders."

NO PRIOR PUBLIC MARKET OR PRICE FOR COMMON STOCK

Prior to the initial offering of 500,000 shares of the Company's Common
Stock in November, 1994, there was no public market for the Company's common
stock. Although the Company expects the Securities offered hereby to be approved
for quotation on Nasdaq, there can be no assurance that an active trading market
will develop or be maintained following such offering.

OTHER SHARES OF COMMON STOCK -- MARKET OVERHANG

In addition to the Securities and the 500,000 shares of the Company's
Common Stock trading on Nasdaq, the Company has 35,169,408 other shares of
common stock outstanding. Those shares and shares issued by the Company in the
future could potentially be sold, which could adversely affect the market price
of the Securities. However, the Company's Bylaws provide for a right of first
refusal in favor of the Company with respect to all of the common stock, except
for the Securities offered hereby and the Common Stock trading on Nasdaq which
have been released from the right of first refusal. In addition, the Company is
contractually obligated to lift the right of first refusal on all shares of
common stock held by Sophia M. Shoen and Paul F. Shoen, assuming that such
shares are sold in accordance with the limitations of Rule 144. Generally, under
Rule 144, each of Sophia M. Shoen and Paul F. Shoen would be allowed to sell up
to at least approximately 380,000 shares of common stock during any three month
period. If holders of common stock subject to the right of first refusal wish to
sell any of their shares, they are required to offer such shares to the Company
by sending a notice to the Secretary of the Company, designating the terms of
any proposed sale. The Company then can accept the offer stated in the notice or
permit the stockholder to dispose of all or part of such shares. There is no
assurance that the right of first refusal will be exercised by the Company with
respect to any sale of common stock or that the Bylaws will continue to provide
for a right of first refusal. In addition, the Company has received a
stockholder proposal requiring the approval of stockholders holding two-thirds
of the Company's voting stock to be acted upon at the Company's Annual Meeting
of Stockholders to eliminate the right of first refusal from the Company's
Bylaws, and Sophia M. Shoen and Paul F. Shoen are asserting in arbitration
proceedings described in "Business -- Litigation" that the Company has an
obligation to remove the right of first refusal.

In addition, the underwriters that participated in the initial public
offering of the Company's Common Stock have been granted an over-allotment
option to purchase up to an additional 75,000 shares now held by Sophia M.
Shoen. On September 1, 1994, Paul F. Shoen demanded registration of 500,000 of
his shares pursuant to a Share Repurchase and Registration Rights Agreement.
Subject to certain limitations, the Company is required to effect registration
of those shares on or before March 1, 1995. The Company has granted Mark V.
Shoen the right to exchange his shares of Series A Common Stock for shares of
Common Stock and the Company plans to register 1,700,000 of such shares of
Common Stock for public sale from time to time by Mark V. Shoen. The Company
also plans to register approximately 40,000,000 unissued shares of Common Stock
for public sale by the Company from time to time to finance the expansion of its
core businesses and for other corporate purposes. Each of the above offerings
will be made pursuant to a prospectus.

8
<PAGE> 10

ENVIRONMENTAL MATTERS

The Company owns properties that contained approximately 1,400 underground
storage tanks as of September 30, 1994 and has been named a "potentially
responsible party" with respect to the disposal of hazardous wastes at fifteen
federal or state superfund sites. See "Business -- Environmental Matters."

QUARTERLY FLUCTUATIONS -- SEASONALITY

The Company's results of operations have historically fluctuated from
period to period, including on a quarterly basis. In particular, the Company's
U-Haul business is seasonal and a majority of the Company's revenues and
substantially all of its net earnings from its U-Haul business are generated in
the first and second quarters of each fiscal year (April through September). In
addition, the Company's results of operations have in the past been and will
continue to be affected by a wide variety of factors, including events that are
beyond the control of the Company. For example, the results of operations of
RWIC in fiscal 1992 and 1993 were adversely affected due to losses related to
Hurricane Andrew. Results of operations in any period should not be considered
indicative of the results to be expected for any future periods, and
fluctuations in operating results may also result in fluctuations in the price
of the Company's common stock. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

REGULATED INDUSTRIES

The Company's insurance operations are subject to regulation. See
"Business -- Insurance Operations -- Regulation."

ABILITY TO ISSUE SERIAL COMMON STOCK AND PREFERRED STOCK

The Board of Directors has the authority to issue up to 50,000,000 shares
of preferred stock and up to 150,000,000 shares of serial common stock and to
fix the rights, preferences, privileges, and restrictions, including voting
rights, of those shares without any further vote or action by the stockholders.
The rights of the holders of the Securities will be subject to, and may be
adversely affected by, the rights of the holders of any serial common stock and
preferred stock that may be issued in the future. The issuance of serial common
stock and preferred stock, while providing desired flexibility in connection
with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company, thereby delaying, deferring, or
preventing a change in control of the Company. Furthermore, holders of such
serial common stock or preferred stock may have other rights, including economic
rights senior to the Securities, and, as a result, the issuance thereof could
have a material adverse effect on the market value of the Securities. The
Company has in the past issued, and may from time to time in the future issue,
preferred stock for financing purposes with rights, preferences, or privileges
senior to the Securities offered hereby. Although, as of the date of this
Prospectus, the Company's Board of Directors has no present intention to issue
shares of either serial common stock or preferred stock with rights,
preferences, or privileges senior to the Securities, no assurance can be given
as to the Company's future plans in this regard.

9
<PAGE> 11

THE COMPANY

The following chart represents the corporate structure of the major
operating subsidiaries of the Company.

[A chart showing the corporate structure of the Company and its major
subsidiaries. The chart shows the Company on top, above its three principal
subsidiaries; Ponderosa Holdings, Inc., U-Haul International, Inc., and Amerco
Real Estate Company situated horizontally beside one another. Directly below
Ponderosa Holdings, Inc. are its subsidiaries, Oxford Life Insurance Company and
Republic Western Insurance Company, situated horizontally beside one another.]

10
<PAGE> 12

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at September 30, 1994:

<TABLE>
<CAPTION>
SEPTEMBER 30, 1994
------------------
(IN THOUSANDS)
<S> <C>
Long-term debt, less current maturities............................. $628,872
========
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....................................................... --
Serial common stock, with or without par value, 150,000,000 shares
authorized........................................................ --
Series A Common Stock of $.25 par value, authorized 10,000,000
shares, issued 9,238,015 shares................................... 2,309
Common Stock of $.25 par value, authorized 150,000,000 shares,
issued 30,761,985 shares.......................................... 7,691
Additional paid-in capital.......................................... 165,651
Foreign currency translation........................................ (10,027)
Retained earnings................................................... 573,908
Less:
Cost of common shares in treasury, 1,335,937 shares............... 10,461
Loan to leveraged employee stock ownership plan................... 20,287
--------
Total stockholders' equity................................ $708,784
========
</TABLE>

STOCKHOLDER MATTERS

As of November 16, 1994, there were 157 holders of record of the Company's
Common Stock and three holders of record of the Company's Series A Common Stock.

Cash dividends declared on the Company's common stock for the two most
recent fiscal years are as follows:

<TABLE>
<CAPTION>
RECORD DATE CASH DIVIDEND PER COMMON SHARE
---------------------------------------------------------- ------------------------------
<S> <C>
August 4, 1992............................................ $.0258
October 6, 1992........................................... $.0258
August 3, 1993............................................ $.0814
</TABLE>

The Company does not have a dividend policy with respect to the common
stock. The Company's Board of Directors periodically considers the advisability
of declaring and paying dividends in light of the existing circumstances. The
above dividends on common stock are not indicative of future dividends on common
stock. As of the date of this Prospectus no dividends on common stock are
currently declared and unpaid and there can be no assurance that dividends on
common stock will be declared in the future. The holders of the Series A 8 1/2%
Preferred Stock are entitled to receive cumulative dividends prior to and in
preference to the holders of common stock at a fixed annual rate.

11
<PAGE> 13

SELECTED CONSOLIDATED FINANCIAL DATA

The following summary financial information was derived from and is
qualified by reference to the financial statements and other information and
data contained in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1994, and the Company's unaudited Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994, which are incorporated by reference.
Oxford and RWIC have been consolidated on the basis of fiscal years ended
December 31. To give effect to Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes," the Company has restated its financial
statements to April 1, 1988. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Other." The summaries for the
six months ended September 30, 1993 and 1994 are unaudited; however, in the
opinion of management, all adjustments necessary for a fair presentation of such
financial information have been included. The results of operations for the six
months ended September 30, 1994 may not be indicative of the results to be
expected for fiscal 1995 because the Company's U-Haul business is seasonal, with
a majority of its revenue and substantially all of its net earnings being
generated in the first and second quarters of each fiscal year.

(3) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Other."

(4) See "Business -- Litigation" for a discussion of material uncertainties
relating to shareholder litigation. See also "Business -- Environmental
Matters."

12
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

For financial statement preparation, the Company's insurance subsidiaries
report on a calendar year basis, while the Company reports on a fiscal year
basis ending March 31. Accordingly, with respect to the Company's insurance
subsidiaries, any reference to the years 1994, 1993, 1992, and 1991 corresponds
to the Company's fiscal years 1995, 1994, 1993, and 1992, respectively. There
have been no events as to such subsidiaries between January 1 and March 31 of
each of 1994, 1993, and 1992 that would materially affect the Company's
consolidated financial position or results of operations as of and for the
fiscal years ended March 31, 1994, 1993, and 1992, respectively.

The following discussion should be read in conjunction with Notes 1, 19,
and 20 of the Notes to Consolidated Financial Statements contained in the
Company's audited consolidated financial statements incorporated herein by
reference to the Company's Registration Statement, No. 33-54289 filed with the
Commission, which was effective November 3, 1994, which discuss the principles
of consolidation, condensed consolidated financial information, and industry
segment and geographic data, respectively. In consolidation, all intersegment
premiums are eliminated, and the benefits, losses, and expenses are retained by
the insurance companies.

RESULTS OF OPERATIONS (UNAUDITED)

Six Months Ended September 30, 1994 and 1993

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 six months ended September 30, 1994 and 1993. Rental
operations is composed of the operations of U-Haul and AREC. Life insurance is
composed of the operations of Oxford. Property and casualty insurance is
composed of the operations of 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 a majority of the Company's revenues
and substantially all of it's earnings from its U-Haul rental operations are
generated in the first and second quarters each fiscal year (April through
September).

<TABLE>
<CAPTION>
PROPERTY/ ADJUSTMENTS
RENTAL LIFE CASUALTY AND
OPERATIONS INSURANCE INSURANCE ELIMINATIONS CONSOLIDATED
---------- --------- --------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, 1994
Revenues:
Outside............................... $591,737 19,682 73,274 -- 684,693
Intersegment.......................... (41) 744 8,939 (9,642) --
-------- -------- -------- --------- --------
Total Revenue.................... 591,696 20,426 82,213 (9,642) 684,693
======== ======== ======== ========= ========
Operating profit...................... 124,197 6,295 11,602 41 142,135
======== ======== ======== =========
Interest expense...................... 33,297
--------
Pretax earnings from operations....... 108,838
========
Identifiable Assets at September 30... 1,733,767 462,229 577,127 (267,044) 2,506,079
======== ======== ======== ========= =========
SIX MONTHS ENDED SEPTEMBER 30, 1993
Revenues:
Outside............................... $537,284 16,161 62,871 -- 616,316
Intersegment.......................... 936 464 9,798 (11,198) --
-------- -------- -------- --------- --------
Total Revenue.................... 538,220 16,625 72,669 (11,198) 616,316
======== ======== ======== ========= ========
Operating profit...................... 98,905 4,734 8,349 (1,144) 110,844
======== ======== ======== =========
Interest expense...................... 35,268
--------
Pretax earnings from operations....... 75,576
========
Identifiable Assets at September 30... 1,528,430 463,294 448,661 (250,553) 2,189,832
========= ======= ======= ======== =========
</TABLE>

13
<PAGE> 15

RESULTS OF OPERATIONS

Years Ended March 31, 1994, 1993, and 1992

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 fiscal years ended March 31, 1994, 1993, and 1992. Rental
operations is composed of the operations of U-Haul and AREC. Life insurance is
composed of the operations of Oxford. Property and casualty insurance is
composed of the operations of RWIC.

<TABLE>
<CAPTION>
PROPERTY/ ADJUSTMENTS
RENTAL LIFE CASUALTY AND
OPERATIONS INSURANCE INSURANCE ELIMINATIONS CONSOLIDATED
---------- -------- -------- ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
1994
Revenues:
Outside....................... $ 965,839 $ 31,357 $137,659 $ -- $1,134,855
Intersegment.................. (357) 2,834 18,862 (21,339) --
---------- -------- -------- ------------ ----------
Total Revenue......... $ 965,482 $ 34,191 $156,521 $ (21,339) $1,134,855
========= ======== ======== ========= =========
Operating profit................ $ 106,248 $ 9,106 $ 20,705 $ (698) $ 135,361
========= ======== ======== =========
Interest expense................ 68,859
----------
Pretax earnings from
operations.................... $ 66,502
=========
Identifiable assets............. $1,593,044 $461,464 $550,795 $ (260,861) $2,344,442
========= ======== ======== ========= =========

1993
Revenues:
Outside....................... $ 891,599 $ 33,619 $115,693 $ -- $1,040,911
Intersegment.................. -- 2,630 18,402 (21,032) --
---------- -------- -------- ------------ ----------
Total Revenue......... $ 891,599 $ 36,249 $134,095 $ (21,032) $1,040,911
========= ======== ======== ========= =========
Operating profit................ $ 88,581 $ 12,325 $ 16,231 $ -- $ 117,137
========= ======== ======== =========
Interest expense................ 67,958
----------
Pretax earnings from
operations.................... $ 49,179
=========
Identifiable assets............. $1,377,386 $472,669 $422,079 $ (248,111) $2,024,023
========= ======== ======== ========= =========

1992
Revenues:
Outside....................... $ 844,492 $ 31,391 $ 96,001 $ -- $ 971,884
Intersegment.................. -- 1,158 21,991 (23,149) --
---------- -------- -------- ------------ ----------
Total Revenue......... $ 844,492 $ 32,549 $117,992 $ (23,149) $ 971,884
========= ======== ======== ========= =========
Operating profit................ $ 69,628 $ 11,056 $ 21,239 $ -- $ 101,923
========= ======== ======== =========
Interest expense................ 76,189
----------
Pretax earnings from
operations.................... $ 25,734
=========
Identifiable assets............. $1,354,758 $457,324 $402,190 $ (234,948) $1,979,324
========= ======== ======== ========= =========
</TABLE>

14
<PAGE> 16

SIX MONTHS ENDED SEPTEMBER 30, 1994 VERSUS SIX MONTHS ENDED SEPTEMBER 30, 1993

U-Haul Operations

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $48.6 million, approximately
10.9%, to $494.0 million in the first six months of fiscal 1995. The increase in
the first six months of fiscal 1995 is primarily attributable to a $46.2 million
increase in net revenues from the rental of moving related equipment, which rose
to $459.4 million as compared to $413.2 million in the first six months of
fiscal 1994. Moving related revenues benefited from transactional (volume)
growth within the truck and trailer fleets reflecting higher utilization and
rental fleet expansion. Revenues from the rental of self-storage facilities
increased by $4.7 million to $39.4 million in the first six months of fiscal
1995, an increase of approximately 13.5%. Storage revenues were positively
impacted by additional rentable square footage and higher average rental rates.
Other revenues declined by $2.3 million which primarily reflects changes in
gains realized from the disposition of property, plant and equipment.

Net sales revenues were $97.7 million in the first six months of fiscal
1995, which represents an increase of approximately 5.3% from the first six
months of fiscal 1994 net sales of $92.8 million. Revenue growth from the sale
of hitches, moving support items (i.e. boxes, etc.), and propane resulted in a
$6.3 million increase during the first six month period, which was offset by a
$1.3 million decrease in revenue from gasoline sales and outside repair.

Cost of sales was $53.3 million in the first six months of fiscal 1995,
which represents a decrease of approximately 3.3% from $55.1 million for the
same period in fiscal 1994. The decrease in cost of sales primarily reflects
improved margins on hitch sales, and the liquidation of RV parts in the first
quarter of fiscal 1994. Increased material costs from the sale of moving support
items and propane, which can be primarily attributed to higher sales levels,
partially offset these decreases.

Operating expenses increased to $339.5 million in the first six months of
fiscal 1995 from $322.0 million in the first six months of fiscal 1994, an
increase of approximately 5.4%. The change from the prior year primarily
reflects a $16.7 million increase in rental equipment maintenance costs. Efforts
to minimize downtime, an increase in fleet size, and higher transaction levels
are primarily responsible for the increase. Lease expense declined by $17.3
million to $31.5 million reflecting lease terminations, lease restructuring, and
lower finance costs on new leases originated during the past 18 months. All
other operating expense categories increased in the aggregate of $18.1 million,
approximately 9.8%, to $202.5 million.

Depreciation expense for the six month period was $74.8 million, as
compared to $62.3 million in the same period of the prior year, reflecting the
increase in fleet size, the acquisition of trucks that were previously leased
and real property acquisitions.

Oxford -- Life Insurance

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $8.2 million for the six months ended June 30, 1994, an increase of $.6
million, approximately 7.9% over 1993 and accounted for 78.5% of Oxford's
premiums in 1994. These premiums are primarily from term life insurance and
single and flexible premium deferred annuities. Increases in premiums are
primarily from the anticipated increase in annuitizations as a result of the
maturing of deferred annuities.

Premiums from Oxford's direct lines before intercompany eliminations were
$2.3 million for the six months ended June 30, 1994, an increase of $1.1 million
over the prior year. The increase in direct premium is primarily due to Oxford's
entrance into the credit life and accident and health business. Oxford's direct
lines are principally related to the underwriting of group life and disability
income and credit life and accident and health. Insurance on the lives of the
employees of AMERCO and its subsidiary companies accounted for approximately
8.0% of Oxford's premiums in 1994. Unaffiliated direct lines accounted for
approximately 13.5% of Oxford's premiums in 1994.

Net investment income before intercompany eliminations was $7.7 million and
$6.4 million for the six months ended June 30, 1994 and 1993, respectively. This
increase is primarily due to increasing margins on

15
<PAGE> 17

the interest sensitive business. Gains on the disposition of fixed maturity
investments were $1.2 million and $.5 million for the six months ended June 30,
1994 and 1993, respectively. Oxford had $1.0 million of other income for both of
the six months periods ended June 30, 1994 and 1993.

Benefits and expenses incurred were $14.1 million for the six months ended
June 30, 1994, an increase of 18.5% over 1993. Comparable benefits and expenses
incurred for 1993 were $11.9 million. This increase is primarily due to the
increase in reserve caused by the increase in annuitizations and the credit life
and accident and health business discussed above.

Operating profit before intercompany eliminations increased by $1.6
million, or approximately 34%, in 1994 to $6.3 million, primarily due to the
increasing margins on the interest sensitive business and the gain on
disposition of fixed maturities.

RWIC -- Property and Casualty

RWIC gross premium writings continued to grow in the first six months of
1994, to $93.6 million as compared to $81.3 million in the first half of 1993.
This represents an increase of $12.3 million, or 15.1%. RWIC continues
underwriting professional reinsurance via broker markets, and premiums in this
area increased in the first half of 1994 to $38.7 million, or 41.4% of total
premium, from comparable 1993 figures of $26.2 million, or 32.3% of total
premium. As in prior years, the rental industry market also accounts for a
significant share of total premiums, approximately 40.5% and 38.9% in the first
half of 1994 and the first half of 1993, respectively. These writings include
U-Haul customers, fleetowners and U-Haul as well as other rental industry
insureds with similar characteristics.

Net earned premiums increased $8.9 million, or 15.5%, to $66.4 million for
the six months ended June 30, 1994, compared with premiums of $57.5 million for
the six months ended June 30, 1993. The premium increase was primarily due to
increased writings in the assumed reinsurance area.

Underwriting expenses incurred were $70.6 million for the six months ended
June 30, 1994, an increase of $6.3 million, or 9.8% over 1993. Comparable
underwriting expenses incurred for 1993 were $64.3 million. The increase in
underwriting expenses is due to the larger premium volume being written in 1994,
which increased acquisition costs and commensurate reserves. The ratio of
underwriting expenses to net earned premiums decreased from 1.12 in the first
half of 1993 to 1.06 in the first half of 1994. This improvement is primarily
attributable to improved loss experience combined with continued rate strength
in the Company's assumed reinsurance area. Also contributing to the improvement
was better than expected loss ratios on the Company's general agency lines.

Net investment income was $14.8 million during the first half of 1994, an
increase of 8.8% over 1993 net investment income of $13.6 million. The increase
is due to an increased asset base generated from larger premium volume.

RWIC completed the first six months of 1994 with net after tax income of
$8.2 million as compared to $6.9 million for the comparable period ended June
1993. This represents an increase of $1.3 million, or 18.8% over 1993. The
increase is due to better underwriting results in the assumed reinsurance area.

Interest Expense

Interest expense decreased by $2.0 million to $33.3 million for the six
months ended September 30, 1994, as compared to $35.3 million for the six months
ended September 30, 1993. This decrease reflects a reduction in the costs of
funds and lower average debt levels outstanding.

Consolidated Group

As a result of the foregoing, pretax earnings of $108.8 million were
realized in the six months ended September 30, 1994, as compared to $75.6
million for the same period in 1993. After providing for income taxes, net
earnings for the six months ended September 30, 1994 were $69.5 million, as
compared to $48.0 million for the same period of the prior year. The
consolidated results for the prior year reflect a cumulative

16
<PAGE> 18

effect adjustment resulting from the adoption of Statement of Accounting
Standards No. 106 "Accounting for Post-Retirement Benefits Other Than Pensions."

THREE MONTHS ENDED SEPTEMBER 30, 1994 VERSUS THREE MONTHS ENDED SEPTEMBER 30,
1993

U-Haul

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $26.0 million, approximately
10.9%, to $264.9 million in the three months ended September 1994. The increase
is primarily attributable to a $22.8 million increase in net revenues from the
rental of moving related equipment, which rose to $245.0 million, as compared to
$22.8 million for the three months ended September 30, 1994 and September 30,
1993, respectively. Moving related revenues benefited from transactional
(volume) growth within the truck and trailer fleets. Revenues from the rental of
self-storage facilities increased by $2.6 million to $20.6 million for the three
months ended September 1994, an increase of approximately 14.4%. Storage
revenues were positively impacted by additional rentable square footage and
higher average rental rates. Other revenues declined by $.6 million which
primarily reflects changes in gains realized from the disposition of property,
plant and equipment.

Net sales were $46.4 million for the three months ended September 30, 1994,
which represents an increase of approximately 2.9% from the three months ended
September 30, 1993 net sales of $45.1 million. Revenue growth from the sale of
hitches, moving support items (i.e. boxes, etc.), and propane resulted in a $2.0
million increase during the three month period, which was offset by a $.7
million decrease in revenue from gasoline sales and outside repair.

Cost of sales was $25.7 million for the three months ended September 30,
1994 compared to $25.8 million for the same period ended September 1993. The
relative static activity represents improved margins on hitch sales, with
increased material costs for support items and propane.

Operating expenses increased to $177.5 million for the three months ended
September 30, 1994 compared to $166.4 million for the three months ended
September 1993, an increase of approximately 6.7%. The change from the prior
year primarily reflects a $6.6 million increase in rental equipment maintenance
costs. Efforts to minimize downtime, an increase in fleet size and higher
transaction levels are primarily responsible for the increase. Lease expense
declined by $4.8 million to $16.3 million reflecting lease terminations, lease
restructuring, and lower finance costs on new leases originated during the past
18 months. All other operating expense categories increased in the aggregate by
$9.3 million, approximately 9.5% to $106.2 million.

Depreciation expense for the three month period was $37.5 million, as
compared to $32.1 million in the same period of the prior year, reflecting the
increase in fleet size, the acquisition of trucks that were previously leased
and real property acquisitions.

Oxford -- Life Insurance

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $4.4 million for the quarter ended June 30, 1994, an increase of $.1
million, approximately 2.3% over 1993 and accounted for 78.5% of Oxford's
premiums in 1994. These premiums are primarily from term life insurance and
single and flexible premium deferred annuities. Increases in premiums are
primarily from the anticipated increase in annuitizations as a result of the
maturing of deferred annuities.

Premiums from Oxford's direct lines before intercompany eliminations were
$1.9 million for the quarter ended June 30, 1994, an increase of $.6 million
(46.2%) over the prior year. Oxford's direct lines are principally related to
the underwriting of group life and disability income insurance on the lives of
the employees of AMERCO and its subsidiary companies. Unaffiliated direct lines
include the underwriting of credit life and accident and health business and
individual life insurance acquired from other insurers.

Net investment income before intercompany eliminations was $4.1 million and
$3.0 million for the quarters ended June 30, 1994 and 1993, respectively. This
increase is primarily due to increasing margins on

17
<PAGE> 19

the interest sensitive business. Gains on the disposition of fixed maturity
investments were $1.0 million and $.2 million. Oxford had $.5 million of other
income for both of the quarters ended June 30, 1994 and 1993.

Benefits and expenses incurred were $7.5 million for the quarter ended June
30, 1994, an increase of 7.1% over 1993. Comparable benefits and expenses
incurred for 1993 were $7.0 million. This increase is primarily due to the
increase in reserve caused by the increase in annuitizations and Oxford's
entrance into credit life and accident and health business. Oxford also
increased its amortization of deferred acquisition costs.

Operating profit before intercompany eliminations increased by $2.2
million, or approximately 100%, in 1994 to $4.4 million, primarily due to the
increasing margins on the interest sensitive business and the gain on
disposition of fixed maturities.

RWIC -- Property and Casualty

RWIC gross premium writings in the second quarter of 1994 were $48.0
million as compared to $47.2 million in the second quarter of 1993. This
represents an increase of $.8 million, or 1.7%. As in prior years, the rental
industry market accounts for a significant share of total premiums,
approximately 62.2% and 50.7% for the second quarter of 1994 and the second
quarter of 1993, respectively. These writings include U-Haul customers,
fleetowners and U-Haul as well as other rental industry insureds with similar
characteristics.

Net earned premiums increased $2.5 million, or 7.4%, to $36.3 million for
the three months ended June 30, 1994, compared with premiums of $33.8 million
for the three months ended June 30, 1993. The premium increase was primarily due
to increased writings in the assumed reinsurance area.

Underwriting expenses incurred were $39.9 million for the three months
ended June 30, 1994, an increase of $2.5 million, or 6.7% over 1993. Comparable
underwriting expenses incurred for 1993 were $37.4 million. The increase in
underwriting expenses is due to the larger premium volume being written in 1994,
which increased acquisition costs and commensurate reserves. The ratio of
underwriting expenses to net earned premiums remained the same from 1.1 in the
second quarter of 1993 to 1.1 in the second quarter of 1994.

Net investment income was $7.9 million during the second quarter of 1994,
an increase of 33.9% over 1993 net investment income of $5.9 million. The
increase is attributable to one time accrual changes to certain government
agency bonds in first quarter 1993 which decreased second quarter 1993 net
investment income.

RWIC completed the three months ended June 30, 1994 with net after tax
income of $3.3 million as compared to $2.6 million for the comparable period
ended June 1993. This represents an increase of $.7 million, or 26.9% over 1993.
The increase is due to better underwriting results in the assumed reinsurance
area.

Interest Expense

Interest expense decreased by $1.3 million to $16.7 million for the three
months ended September 30, 1994, as compared to $18.0 million for the three
months ended September 30, 1993. This decrease reflects a reduction in the costs
of funds and lower average debt levels outstanding.

Consolidated Group

As a result of the foregoing, pretax earnings of $63.0 million were
realized in the three months ended September 30, 1994, as compared to $45.9
million for the same period in 1993. After providing for income taxes, net
earnings for the three months ended September 30, 1994 were $40.1 million, as
compared to $30.6 million for the same period of the prior year.

FISCAL YEAR ENDED MARCH 31, 1994 VERSUS FISCAL YEAR ENDED MARCH 31, 1993

U-Haul Operations

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $63.3 million, approximately
8.5%, to $809.4 million in fiscal 1994. The increase from fiscal 1993 is
primarily attributable to a $52.2 million increase in net revenues from the
rental of moving

18
<PAGE> 20

related equipment, which benefited from transactional growth reflecting higher
utilization and rental fleet expansion. Revenues from the rental of self-storage
facilities increased by $6.6 million to $70.5 million in fiscal 1994, an
increase of approximately 10.3%. Storage revenues were positively impacted by
additional rentable square footage, higher average occupancy levels, and higher
average rental rates. All other revenue categories increased in the aggregate by
$8.7 million during the current year, which primarily reflects increases in
gains on note sales of approximately $5.0 million and interest income.

Net Sales were $156.0 million in fiscal 1994, which represented an increase
of approximately 7.2% from fiscal 1993 net sales of $145.5 million. Revenue
growth from the sale of hitches, moving support items (i.e. boxes, etc.), and
propane net sales increased $10.7 million during fiscal 1994.

Cost of sales was $92.2 million in fiscal 1994, which represented a
decrease of approximately 1.0% from fiscal 1993. The reduction in fiscal 1994
reflects a combination of the absence of recreational vehicle sales, reduced
levels of outside repair and a reduction in inventory adjustments which fully
offset increased material costs corresponding to the increase in hitch, moving
support and propane sales.

Operating expenses increased to $633.6 million in fiscal 1994 from $599.8
million in fiscal 1993, an increase of approximately 5.6%. The change from the
prior year reflects increases in almost all major expense categories with the
exception of lease expense for equipment. Rental equipment maintenance costs
increased by $27.4 million reflecting fleet expansion, higher utilization, a
marginal increase in the age of the fleet and increased emphasis on maximizing
rental equipment available to rent by reducing downtime. Lease expense for
equipment declined from $117.6 million in fiscal 1993 to $82.9 million in fiscal
1994, a decrease of approximately 29.5%, reflecting lease terminations, lease
restructuring and lower finance costs on new leases originated during fiscal
1994. All other operating expense categories increased in the aggregate by $41.1
million, approximately 12.4%, to $373.0 million which is primarily attributable
to higher levels of rental and sales activity.

Depreciation expense during fiscal 1994 was $133.5 million as compared to
$110.1 million in the prior year, reflecting the addition of new trucks and
trailers and the acquisition of trucks that were previously leased.

Oxford -- Life Insurance

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $15.8 million for the year ended December 31, 1993, an increase of $0.9
million, approximately 6.0% over 1992 and accounted for 88.7% of Oxford's
premiums in 1993. These premiums are primarily from term life insurance and
single and flexible premium deferred annuities. Increases in premiums are
primarily from the anticipated increase in annuitizations as a result of the
maturing of deferred annuities.

Premiums from Oxford's direct lines before intercompany eliminations were
$2.0 million in 1993, a decrease of $1.0 million (33%) from the prior year. The
decrease is primarily attributable to an experience refund incurred on the
Company's group life insurance business. Oxford's direct lines are principally
related to the underwriting of group life and disability income. Insurance on
the lives of the employees of AMERCO and its subsidiary companies accounted for
approximately 6.3% of Oxford's premiums in 1993. Unaffiliated direct lines
accounted for approximately 5.0% of Oxford's premiums in 1993.

Net investment income before intercompany eliminations was $12.6 million
and $11.5 million for the years ended December 31, 1993 and 1992, respectively.
The increase was primarily due to a decrease in interest credited to
policyholders because of the increase in annuitizations. Gains on the
disposition of fixed maturity investments were $2.1 million and $4.7 million for
the years ended December 31, 1993 and 1992, respectively. Oxford had $1.8
million and $2.2 million of other income, for 1993 and 1992, respectively.

Benefits and expenses incurred were $24.4 million for the year ended
December 31, 1993, an increase of 5.2% over 1992. Comparable benefits and
expenses incurred for 1992 were $23.2 million. This increase is primarily due to
the increase in annuitizations discussed above.

Operating profit after intercompany eliminations decreased by $3.4 million,
approximately 27.6%, in 1993 to $8.9 million, primarily due to the decrease in
gains on fixed maturity investments.

19
<PAGE> 21

RWIC -- Property and Casualty

RWIC gross premium writings for the year ended December 31, 1993 were
$175.1 million, compared to $155.2 million in 1992, an increase of approximately
12.8%. The rental industry market accounted for a significant share of these
premiums, approximately 37% and 40% in 1993 and 1992, respectively. These
writings include U-Haul customers, fleetowners and U-Haul as well as other
rental industry insureds with similar characteristics. Selected general agency
lines, principally commercial multiple peril, surety and excess workers'
compensation and casualty accounted for 8.1%, 3.2% and 5.4% respectively, of
gross premium writings in 1993, compared to approximately 15.4%, 2.8% and 11.9%
respectively in 1992. RWIC also underwrites reinsurance via broker markets, and
premiums in this area increased from $47.1 million in 1992 to $59.5 million in
1993 due to favorable market conditions.

Net earned premiums increased $24.3 million, approximately 24%, to $125.4
million for the year ended December 31, 1993. This compares with net earned
premiums of $101.1 million for the year ended December 31, 1992. The premium
increase was primarily due to increased writings in the reinsurance area, along
with growth in the excess workers' compensation line of RWIC's general agency
business. These planned increases are due to strong rates and reduced capacity
in the reinsurance market and increased marketing emphasis on the long standing
presence in the excess workers' compensation market.

Underwriting expenses incurred were $135.6 million for the year ended
December 31, 1993, an increase of $17.8 million, approximately 15.1% over 1992.
Comparable underwriting expenses incurred for 1992 were $117.8 million. Higher
underwriting expenses are due to larger premium volumes being written in 1993
which increased acquisition costs and commensurate reserves. The ratio of
underwriting expenses to net premiums improved from 1.17 in 1992 to 1.08 in
1993. This improvement was primarily attributable to improved loss experience in
the Company's assumed reinsurance area including the lack of catastrophic losses
such as those related to Hurricane Andrew in 1992, as well as the previously
mentioned strength in rates.

Net investment income was $27.4 million in 1993, a decrease of
approximately 6.5%, as compared to 1992 net investment income of $29.3 million.
This decrease is due primarily to lower rates available in the high quality
fixed income market. RWIC's net realized gain on the sale of investments was
$2.1 million and $0.7 million in 1993 and 1992, respectively, while other income
totaled $1.4 million and $2.9 million.

RWIC completed 1993 with net after tax income of $14.8 million as compared
to $11.8 million for the comparable period ended December 1992. This represents
an increase of $3.0 million, or 25.4% over 1992. The increase is due to a
combination of better underwriting results and unplanned gains on bond calls.
Net income at December 31, 1992 of $11.8 million includes the effect of adopting
SFAS 109 (Accounting for Income Taxes), previously reported December 31, 1992
net income was $12.8 million.

Interest Expense

Interest expense was $68.8 million in fiscal 1994, as compared to $68.0
million in fiscal 1993. The increase reflects higher average levels of debt
outstanding (see "Liquidity and Capital Resources"), a higher proportion of
fixed rate debt, and a lengthening of maturities offset by lower cost of funds.

Extraordinary Loss on Extinguishment of Debt

During the first and third quarters of fiscal 1994, the Company
extinguished $25.2 million of its medium-term notes originally due in fiscal
1995 through 2000. The weighted average rate of the notes purchased is 9.34%.
The purchase resulted in an extraordinary charge of $1,897,000 net of $1,021,000
of tax benefit.

During the fourth quarter of fiscal 1994, the Company terminated swaps with
a notional value of $77 million originally due in fiscal 1995. The terminations
resulted in an extraordinary charge of $1,473,000 net of $793,000 of tax
benefit.

20
<PAGE> 22

FISCAL YEAR ENDED MARCH 31, 1993 VERSUS FISCAL YEAR ENDED MARCH 31, 1992

U-Haul Operations

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $57.6 million, approximately
8.4%, to $746.1 million in fiscal 1993. The increase from fiscal 1992 is
primarily attributable to a $54.7 million increase in net revenues from the
rental of moving related equipment, which rose to $684.1 million, as compared to
$629.4 million, in fiscal 1992. Improved utilization within the truck rental
fleet accounted for the majority of the revenue growth, with one-way rental
transactions increasing by 6.1% and local rental transactions increasing by
16.5%. Also contributing to the increased revenues was an increase in the number
of available rental trailers and trucks. Revenues from the rental of
self-storage facilities increased $5.3 million to $63.9 million in fiscal 1993,
an increase of approximately 9.2%. Storage revenues were positively impacted by
additional rentable square footage, higher average occupancy levels, and higher
average rental rates. The increases in revenues from the rental of
moving-related equipment and self-storage facilities were partially offset by an
aggregate decrease of $2.4 million in general rental item revenues, gains on the
sale of property, plant, and equipment, and other miscellaneous revenues.

Net sales were $145.5 million in fiscal 1993, which represented a decrease
of approximately 6.7% from fiscal 1992 net sales of $156.0 million. Moderate
revenue growth from the sale of hitches, moving support items (i.e. boxes,
etc.), and propane was offset by reduced sales of recreational vehicles due to
the liquidation of inventory as well as a reduction in outside repair income due
to a reduction in rental trucks owned by a third party, which were previously
under a managed equipment agreement.

Cost of sales was $93.1 million in fiscal 1993, which represented a
decrease of approximately 9.5% from fiscal 1992. The reduction in fiscal 1993
reflects reductions in recreational vehicle sales and outside repair income.

Operating expenses increased to $599.8 million in fiscal 1993 from $562.3
million in fiscal 1992, an increase of approximately 6.7%. The change from the
prior year primarily reflects increased rental equipment maintenance costs and
higher personnel costs. The higher maintenance costs reflect a slight increase
in the age of the truck fleet due to no new units being added in fiscal 1992 and
a relatively small number of new units being added in fiscal 1993. Also
contributing to higher maintenance costs were U-Haul's repurchase of rental
trucks owned by a third party, which were previously under a managed equipment
agreement, and higher utilization. Lease expense for the fleet replacement cycle
initiated in 1987 peaked in fiscal 1992 at $121.9 million and subsequently
declined to $117.6 million in fiscal 1993, a decrease of approximately 3.5%.

Oxford -- Life Insurance

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $14.9 million for the year ended December 31, 1992, a decrease of $4.1
million, approximately 21.6% from 1991 and accounted for 83.3% of Oxford's
premiums in 1992. These premiums are primarily from term life insurance and
single and flexible premium deferred annuities. Reductions in premiums reflect
the anticipated decrease in renewal premiums as a result of normal attrition and
mortality, combined with the fact that during 1992 Oxford reduced its activities
in the reinsurance market compared to 1991 because of unfavorable market
conditions.

Premiums from Oxford's direct lines before intercompany eliminations were
$3.0 million in 1992, an increase of $1.5 million (100%) over the prior year.
The increase is primarily due to the issuance of a single premium immediate
annuity of $0.8 million. Oxford's other direct lines are principally related to
the underwriting of group life and disability income. Insurance on the lives of
the employees of AMERCO and its subsidiary companies accounted for approximately
10.8% of Oxford's premiums in 1992. Unaffiliated direct lines accounted for
approximately 5.9% of Oxford's premiums in 1992.

Net investment income before intercompany eliminations was $11.5 million
and $10.2 million for the years ended December 31, 1992 and 1991, respectively.
The increase is due to increased margins on interest-sensitive business. Gains
on the disposition of fixed maturity investments were $4.7 million and $0.1
million.

21
<PAGE> 23

Oxford had $2.2 million and $1.6 million of other income, for 1992 and 1991,
respectively. Other income consists of administration fees and income on the
surrender of annuities.

Benefits and expenses incurred were $23.2 million for the year ended
December 31, 1992, an increase of 7.9% over 1991. Comparable benefits and
expenses incurred for 1991 were $21.5 million. This increase is primarily due to
the increase in deferred acquisition cost amortization discussed below.

Operating profit increased by $1.3 million, approximately 11.5%, in 1992 to
$12.3 million, primarily due to increased margins on interest-sensitive business
and gains on disposition or prepayments of fixed maturity investments. As
required by generally accepted accounting principles, the amortization of
deferred policy acquisition costs was accelerated due to gains on the fixed
maturity investments associated with interest-sensitive products, resulting in a
charge of approximately $2.0 million.

RWIC -- Property and Casualty

RWIC gross premium writings for the year ended December 31, 1992 were
$155.2 million, compared to $133.7 million in 1991, an increase of approximately
16.1%. The rental industry market accounted for a significant share of these
premiums, approximately 40% and 53% in 1992 and 1991, respectively. These
writings include U-Haul customers, fleetowners, and U-Haul, as well as other
rental industry insureds with similar characteristics. Selected general agency
lines, principally commercial multiple peril, surety and excess workers
compensation and casualty accounted for approximately 15.4%, 2.8%, and 11.9%
respectively, of gross premium writings in 1992, compared to approximately
12.8%, 1.8%, and 14.8% respectively, in 1991. RWIC also underwrites reinsurance
via broker markets, and premiums in this area increased from $23.1 million in
1991 to $47.1 million in 1992 due to favorable market conditions.

Net earned premiums increased $12.3 million, approximately 13.9%, to $101.1
million for the year ended December 31, 1992. This compares with net earned
premiums of $88.8 million for the year ended December 31, 1991. The premium
increase was primarily due to increased writings in the reinsurance area, along
with growth in the commercial multiple peril lines of RWIC's general agency
business.

Underwriting expenses incurred were $117.8 million for the year ended
December 31, 1992, an increase of $21.1 million, approximately 21.8%, over 1991.
Comparable underwriting expenses incurred for 1991 were $96.7 million. The ratio
of underwriting expenses to net earned premiums increased from 1.09 in 1991 to
1.17 in 1992. This increase was primarily attributable to losses related to
Hurricane Andrew (approximately $12 million on a pre-tax basis). The majority of
these losses were experienced in the Company's assumed reinsurance area.

Net investment income was $29.3 million in 1992, a decrease of
approximately 0.7%, as compared to 1991 net investment income of $29.5 million.
The slight decrease in net investment income is due largely to the lower rates
available in the high quality fixed income market. RWIC's gain on the sale of
investments was $0.7 million and $0.6 million, and RWIC had $2.9 million of
other income for 1992 and other expense of $0.9 million for 1991.

RWIC's operating profit in 1992 decreased $5.0 million, approximately
23.6%, to $16.2 million from $21.2 million for the year ended December 31, 1991.

Interest Expense

Interest expense was $68.0 million in fiscal 1993, as compared to $76.2
million in fiscal 1992. The decline in interest expense reflects lower average
debt levels outstanding and favorable refinance costs on maturing debt.

Result of Operations -- Consolidated Group

As a result of the foregoing, pre-tax earnings of $66.5 million were
realized in fiscal 1994 as compared to $49.2 million in fiscal 1993 and $25.7
million in fiscal 1992. After providing for income taxes, extraordinary costs
associated with the early retirement of debt and the cumulative effect of a
change in accounting

22
<PAGE> 24

principle, net earnings for fiscal 1994 were $40.2 million as compared to $31.9
million in fiscal 1993 and $20.8 million in fiscal 1992. Income tax as a
percentage of pretax earnings from operations was 35.1% in 1993 compared to
19.2% in 1992, due to the Company's increased taxable earnings and the relative
impact of tax-exempt interest.

QUARTERLY RESULTS

The following table presents unaudited quarterly results for the ten
quarters in the period beginning April 1, 1992 and ending September 30, 1994.
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 included elsewhere
herein. The Company's results of operations have historically fluctuated from
period to period, including on a quarterly basis. In particular, the Company's
U-Haul business is seasonal and a majority of the Company's revenues and
substantially all of its net earnings from its U-Haul business are generated in
the first and second quarters of each fiscal year (April through September). The
operating results for the periods presented are not necessarily indicative of
results for any future period.

<TABLE>
<CAPTION>
QUARTERS ENDED
----------------------------------------------------------------------------------------------------------------
JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30 DEC. 31, MARCH 31, JUNE 30, SEPT. 30,
1992 1992 1992 1993 1993 1993 1993 1994 1994 1994
-------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total
Revenues..... $274,744 $303,871 $242,921 $219,375 $291,348 $324,968 $267,448 $251,091 $323,578 $361,115
Net Earnings
(loss)....... 24,982 26,736 (6,843) (12,966 ) 17,359 30,601 1,799 (9,575 ) 29,413 40,071
Net Earnings
per common
share(1)..... .65 .69 (.18) (.34 ) .47 .83 .01 (.33 ) .71 1.00
</TABLE>

- ---------------
(1) For the quarters ended December 31, 1993, March 31, June 30, and September
30, 1994 net earnings per common share amounts were computed after giving
effect to the dividend on the Company's Series A 8 1/2% Preferred Stock. See
"Description of Capital Stock -- Dividends."

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 September 30, 1994, net property, plant and
equipment represented approximately 73.1% of total UHaul assets and
approximately 50.6% of consolidated assets. In the first six months of fiscal
1995, capital expenditures were $255.2 million, as compared to $330.3 million in
the first six months of fiscal 1994, reflecting expansion of the rental fleet in
both periods, purchase of trucks previously leased, and increases in the
available square footage in the self-storage segment. The capital needs required
to fund these acquisitions were funded with internally generated funds from
operations, debt and lease financings.

Cash flows from operations were $162.6 million in the first six months of
fiscal 1995, as compared to $143.0 million in the first six months of fiscal
1994. The increase primarily reflects improved earnings and higher depreciation
during the current year.

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 flows from operations were $9.8 million and $8.0 million for the six
months ended June 30, 1994 and 1993, respectively. During 1993 there were no
cash flows from new reinsurance agreements. In addition to cash flow from
operations and financing activities, a substantial amount of liquid funds is
available through

23
<PAGE> 25

Oxford's short-term portfolio. At June 30, 1994 and 1993, short-term investments
amounted to $9.1 million and $9.5 million, respectively. Management believes
that the overall sources of liquidity will continue to meet foreseeable cash
needs.

Stockholder's equity of Oxford, on June 30, 1994 was $91.0 million.
Stockholder's equity excluding investment in RWIC, was $83.8 million in 1993. On
June 30, 1994 Oxford dividended 100% of common stock of RWIC to Ponderosa. In
May 1993, Oxford paid dividends of $10.0 million to Ponderosa.

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 $600,000. In
addition, the amount of dividends that can be paid to shareholders 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 $17,619,000 at
June 30, 1994. These restrictions are not expected to have a material adverse
effect on the ability of the Company to meet its cash obligations.

RWIC -- Property and Casualty

Cash flows from operations were $12.4 million and $4.3 million for the six
months ended June 30, 1994 and 1993, respectively. The increase is primarily
attributed to increased premium writings which were partially offset by
increased reinsurance loss payables. In addition to cash flows from operations,
a substantial amount of liquid assets and budgeted cash flows is available to
meet periodic needs.

RWIC's short-term investment portfolio was $6.2 million at June 30, 1994.
This level of liquid assets, combined with budgeted cash flow, is adequate to
meet periodic needs. This balance also reflects funds in transition from
maturity proceeds to long-term investments. The structure of the long-term
portfolio is designed to match future cash needs. Capital and operating budgets
allow RWIC to schedule cash needs.

RWIC maintains a diversified investment portfolio, primarily in bonds at
varying maturity levels. Approximately 97.4% 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 93.4% of total liabilities.

Shareholder equity increased 2.4% from $165.1 million at December 31, 1993
to $169.0 million at June 30, 1994. RWIC considers current shareholders' 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. During the first six months of 1994, RWIC
paid no shareholder dividends.

Consolidated Group

At September 30, 1994, total notes and loans payable outstanding was $752.5
million as compared to $723.8 million at March 31, 1994, $793.9 million at
September 30, 1993. The decrease from September 1993 is due to a combination of
cash flow from operations, a preferred stock offering and lease fundings.

During each of the fiscal years ending March 31, 1995, 1996, and 1997,
U-Haul estimates gross capital expenditures will average approximately $360
million as a result of the expansion of the rental fleet and self-storage
segment. This level of capital expenditures, combined with an average of
approximately $100 million in annual long-term debt maturities during this same
period, are expected to create annual average funding needs of approximately
$460 million. Management estimates that U-Haul will fund approximately 55% of
these requirements with internally generated funds, including proceeds from the
disposition of older trucks and other asset sales. The remainder of the required
capital expenditures are expected to be financed through existing credit
facilities, new debt placements, lease fundings, and equity offerings.

24
<PAGE> 26

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 September 30, 1994, the
Company had $752.5 million in total notes and loans payable outstanding and
unutilized lines of credit of approximately $422.0 million.

Certain of the Company's credit agreements contain restrictive financial
and other covenants, including, among others, covenants with respect to
incurring additional indebtedness, maintaining certain financial ratios, and
placing certain additional liens on its properties and assets. Approximately
$519 million of the Company's outstanding debt was covered by such credit
agreements as of September 30, 1994. At September 30, 1994, the Company was in
compliance with these covenants. In addition, these credit agreements contain
provisions that could result in a required prepayment upon a "change in control"
of the Company.

Under certain of the Company's credit agreements, a "change in control" is
deemed to occur if (a) any transfer of any shares of any class of capital stock
results in the Company's ESOP and members of the Shoen family owning in the
aggregate less than the amount of capital stock as may be necessary to enable
them to cast in excess of 50% of the votes for the election of directors of the
Company or (b) during any period for two consecutive years, persons who at the
beginning of such period constituted the Board of Directors of the Company
(including any director approved by a vote of not less than 66 2/3% of such
board) cease for any reason to constitute greater than 50% of the then acting
Board.

The Company is further restricted in the type and amount of dividends and
distributions that it may issue or pay, and in the issuance of certain types of
preferred stock. The Company is prohibited from issuing shares of preferred
stock that provide for any mandatory redemption, sinking fund payment, or
mandatory prepayment, or that allow the holders thereof to require the Company
or an subsidiary of the Company to repurchase such preferred stock at the option
of such holders or upon the occurrence of any event or events without the
consent of its lenders.

Shareholder Litigation

As disclosed in "Business -- Litigation," certain current and former
members of the Company's Board of Directors are defendants in an action
initiated by certain members of the Outside Stockholder Group. The Company has
agreed to indemnify the defendants to the fullest extent permitted by law or the
Company's Articles of Incorporation or Bylaws for all expenses and damages, if
any, incurred by the defendants in this proceeding, subject to certain
exceptions. The extent of the Company's indemnification obligation, if any,
cannot be reasonably estimated. The Company believes that the plaintiffs elected
that their remedy in this litigation would be the sale of their stock to the
defendants at a price determined by the Court based on the value of their stock
in 1988. The jury has determined that such value was $81.12 per share or
approximately $1.48 billion. The jury also awarded the plaintiffs $70 million in
punitive damages against Edward J. Shoen. Edward J. Shoen has filed a motion to
set aside in its entirety or in the alternative to reduce this award. No
assurance can be given as to the ruling of the Court on this motion. The
defendants have filed post-trial motions to (i) request a new trial and/or (ii)
reduce the amount of consideration to be paid to the plaintiffs for their stock
to not more than $394 million or to obtain judgment in favor of the defendants.
The Company is unable to predict the outcome of the post-trial motions or the
likelihood of appeal by any party or the consequences of any appeal. However,
based upon the advice of Snell & Wilmer, counsel for the defendants other than
Paul F. Shoen, the Company believes that even if the Court does not render
judgment in favor of the defendants or order a new trial, a substantial
reduction of the jury verdict is probable. The Company believes that there is a
substantial likelihood that if the jury verdict is substantially reduced, the
resulting amount to be paid to the plaintiffs for their shares will not exceed
the fair market value of the shares to be acquired by the defendants. In such
event, the defendants may choose to acquire the shares without making
indemnification claims against the Company. No provision has been made in the
Company's financial statements for any possible indemnification claims. Before
the Company will have any indemnification obligations, a final judgment must be
entered against the defendants, the defendants must request indemnifi-

25
<PAGE> 27

cation from the Company, and a determination must be made under Nevada law as to
the validity of the indemnification claims. If valid indemnification claims are
made, the Company believes that various means of financing the purchase of the
plaintiffs' stock would exist, including, but not limited to, the public sale of
common stock by the Company or by certain of the defendants. The Company does
not believe that in such event there would be a material adverse effect on its
earnings, financial position, or cash flows. The Company believes, but no
assurance can be given, that it can obtain any necessary waivers or amendments
of any provisions of its credit agreements to permit the Company to finance the
purchase of the plaintiffs' stock. If the jury verdict is not substantially
reduced and any resulting judgment is not stayed by appeal or other proceedings,
the Company may be unable to satisfy its indemnification obligation if valid
indemnification claims are made, and such obligation may have a material adverse
effect on the Company's capital expenditure plans in the future. There can be no
assurance that the jury verdict will be substantially reduced or that the
Company or the defendants will be able to finance the purchase of the
plaintiffs' stock if the jury verdict is significantly reduced.

OTHER

Statement of Financial Accounting Standards No. 106, "Employers" Accounting
for Postretirement Benefits Other Than Pensions," was issued by the Financial
Accounting Standards Board in December 1990. The statement requires that the
expected costs of health care and life insurance provided to retired employees
be recognized as expense during the years employees render service. The Company
adopted the provisions of this statement effective April 1, 1993. The
accumulated postretirement benefit obligation recognized by the Company at April
1, 1993 was $5.0 million. Net of income taxes, the cumulative effect of adoption
at April 1, 1993 was $3.1 million.

Further, during the first quarter of fiscal 1994 the Company adopted the
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." This statement requires a change from the deferred to the liability
method of computing deferred income taxes. The adoption of the provisions of
this statement resulted in a $11.1 million net increase in deferred income taxes
payable. The Company adopted this change retroactively to April 1, 1988. For
additional information, see Note 7 of Notes to Consolidated Financial
Statements.

In November 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 112, "Employers" Accounting for
Postemployment Benefits." The statement applies to employers who provide certain
benefits to former or inactive employees after employment but before retirement.
It requires that the cost of such benefits be recognized over the service period
of employees as these benefits vest or accumulate. The provisions of this
statement must be adopted for fiscal years beginning after December 15, 1993.
The effect of this statement on the Company's financial position or results of
operations will not be material.

In December 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 113, "Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts." Effective January 1,
1993, the Company adopted the standard. The primary impact on the Company's
financial statements is the requirement to report assets and liabilities
relating to reinsured contracts gross of the effects of reinsurance. Previously,
such effects were reported on a net basis. As a result of adoption of the
standard, unpaid losses and loss expenses as of March 31, 1994 have been
increased by approximately $76 million to reflect the Company's policy
liabilities without regard to reinsurance. A corresponding amount due from
reinsurers on unpaid losses, including amounts related to claims incurred but
not reported, has also been reflected. Additionally, unearned premiums have been
increased by approximately $12 million for policy premiums ceded to reinsurers
for which the coverage period has not yet expired. Prepaid insurance premiums of
a corresponding amount have also been reflected in the consolidated balance
sheet. The consolidated balance sheet as of March 31, 1993 has not been restated
to reflect the adoption of the standard.

Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan," was issued by the Financial Accounting
Standards Board in May 1993. This standard is effective for

26
<PAGE> 28

years beginning after December 15, 1994. The standard requires that an impaired
loan's fair value be measured and compared to the recorded investment in the
loan. If the fair value of the loan is less than the recorded investment in the
loan, a valuation allowance is established. The Company has not completed an
evaluation of the effect of this standard.

Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," was issued by the Financial
Accounting Standards Board in May 1993. This standard requires classification of
debt securities into one of the following three categories based on management's
intention with regard to such securities: held-to-maturity, available-for-sale
and trading. Securities classified as held-to-maturity are recorded at cost
adjusted for the amortization of premiums or accretion of discounts while those
classified as available-for-sale are recorded at fair value with unrealized
gains or losses reported on a net basis in a separate component of stockholders'
equity. Securities classified as trading are recorded at fair value with
unrealized gains or losses reported on a net basis in income. Effective December
31, 1993, RWIC adopted the standard. RWIC does not currently maintain a trading
portfolio. U-Haul and Oxford have adopted this statement in fiscal 1995. The
effect of adopting this statement on the Company's results of operations is
immaterial.

Statement of Position 93-7, "Reporting on Advertising Costs," was issued by
the Accounting Standards Executive Committee in December 1993. This statement of
position provides guidance on financial reporting on advertising costs in annual
financial statements. The statement of position requires reporting advertising
costs as expenses when incurred or when the advertising takes place, reporting
the costs of direct-response advertising, and amortizing the amount of
direct-response advertising reported as assets. This statement of position is
effective for financial statements for years beginning after June 15, 1994. The
Company currently matches certain advertising costs with revenue generated in
future periods, and at March 31, 1994, $8.2 million in advertising costs are
deferred and included in prepaid expenses. The Company has completed an
evaluation of the effect of this statement of position but has not determined
the timing of adoption. However, the Company must adopt this statement of
position no later than fiscal 1996.

IMPACT OF INFLATION

Inflation has had no material financial effect on the Company's results of
operations in the years discussed.

27
<PAGE> 29

BUSINESS

HISTORY

The Company was founded in 1945 under the name "U-Haul Trailer Rental
Company." From 1945 to 1975, the Company rented trailers and trucks on a one-way
and local round-trip basis through independent dealers (at that time principally
independent gasoline service stations). Since 1974, the Company has developed a
network of Company-owned rental centers ("U-Haul Centers") (through which U-Haul
rents its trucks and trailers and provides a number of other related products
and services) and has expanded the number and geographic diversity of its
independent dealers. At September 30, 1994, the Company's distribution network
included approximately 1,000 U-Haul Centers and approximately 11,800 independent
dealers.

In March 1974, in conjunction with the acquisition and construction of
U-Haul Centers, the Company entered the self-storage business. As of September
30, 1994, such self-storage facilities were located at or near approximately 59%
of the Company's U-Haul Centers. Beginning in 1974, the Company introduced the
sale and installation of hitches and towing systems, as well as the sale of
support items such as packing and moving aids. During 1983, the Company expanded
its range of do-it-yourself rental products to include tools and equipment for
the homeowner and small contractor and other general rental items.

In 1969, the Company acquired Oxford to provide employee health and life
insurance for the Company in a cost-effective manner. In 1973, the Company
formed RWIC to provide automobile liability insurance for the U-Haul truck and
trailer rental customers.

Commencing in 1987, the Company began the implementation of a strategic
plan designed to emphasize reinvestment in its core do-it-yourself rental,
moving, and storage business. The plan included a fleet renewal program (see
"Business -- U-Haul Operations -- Rental Equipment Fleet"), and provided for the
discontinuation of certain unprofitable and unrelated operations. As part of its
plan, the Company discontinued the operation of its full-service moving van
lines, initiated the phase out of its recreational vehicle rental operations,
and began the disposition of its recreational vehicle rental fleet. The
disposition of the moving van lines' assets and the recreational vehicle rental
fleet were completed in 1988 and 1992, respectively. The Company also eliminated
various types of rental equipment and closed certain warehouses and repair
facilities. The Company believes that its refocused business strategy enabled
U-Haul to generate higher revenues and to achieve significant cost savings. This
plan has been and continues to be vigorously opposed by the Outside Stockholder
Group and would in all likelihood not be pursued in the event of a change in
control. See "Risk Factors -- Existing Management -- Potential Change in
Control."

Since 1987, the Company has sold surplus real estate assets with a book
value of approximately $38.5 million for total proceeds of approximately $77.0
million. At September 30, 1994, the book value of the Company's real estate
assets deemed to be surplus was approximately $17.0 million.

In 1990, the Company reorganized its operations into separate legal
entities, each with its own operating, financial, and investment strategies. The
reorganization separated the Company into three parts: U-Haul rental operations,
insurance, and real estate. The purpose of the reorganization was to increase
management accountability and to allow the allocation of capital based on
defined performance measurements.

BUSINESS STRATEGY

U-HAUL OPERATIONS

The Company's present business strategy remains focused on the
do-it-yourself moving customer. The objective of this strategy is to offer, in
an integrated manner over a diverse geographical area, a wide range of products
and services to the do-it-yourself moving customer.

Through its "Moving Made Easier(R)" program, the Company strives to offer
its customers a high quality, reliable, and convenient fleet of trucks and
trailers at reasonable prices while simultaneously offering other related
products and services, including moving accessories, self-storage facilities,
and other items often

28
<PAGE> 30

desired by the do-it-yourself mover. The rental trucks purchased in the fleet
renewal program have been designed with the do-it-yourself customer in mind to
include features such as low decks, air conditioning, power steering, automatic
transmissions, soft suspensions, AM/FM cassette stereo systems, and over-the-cab
storage. The Company has introduced certain insurance products, including
"Safemove(R)" and "Safestor(R)," to provide the do-it-yourself mover with
certain moving-related insurance coverage. In addition, the Company provides
rental customers the option of storing their possessions at either their points
of departure or destination.

The Company believes that customer access, in terms of truck or trailer
availability and proximity of rental location, is critical to its success. Since
1987, the Company has more than doubled the number of U-Haul rental locations,
with a net addition of approximately 6,000 independent dealers.

To effectively service the U-Haul customer at these additional rental
locations with equipment commensurate with the Company's commitment to product
excellence, the Company, as part of the fleet renewal program, purchased
approximately 70,000 new trucks between March 1987 and September 1994 and
reduced the overall average age of its truck fleet from approximately 11 years
at March 1987 to approximately 5 years at September 1994. During this period,
approximately 61,000 trucks were retired or sold.

Since 1990, U-Haul has replaced approximately 50% of its trailer fleet with
new, more aerodynamically designed trailers better suited to the low height
profile of many newly manufactured automobiles. Given the mechanical simplicity
of a trailer relative to a truck and a trailer's longer useful life, the Company
expects to replace trailers only as necessary.

Beginning in 1983, the Company implemented a point-of-sale computer system
for all of its Company-owned locations. The system was designed primarily to
handle the Company's reservations, traffic, and reporting of rental
transactions. The Company believes that the implementation of the system has
been a significant factor in allowing the Company to increase its fleet
utilization. Since the initial implementation, the Company has added several
additional enhancements to the system, including full budgeting and financial
reporting systems.

INSURANCE OPERATIONS

Oxford's business strategy emphasizes long-term capital growth funded
through earnings from reinsurance and investment activities. In the past, Oxford
has selectively reinsured life, health, and annuity-type insurance products.
Oxford anticipates pursuing its growth strategy by providing reinsurance
facilities to well-managed insurance or reinsurance companies offering similar
type products who are desirous of additional capital either as a result of rapid
growth or regulatory demands or who are divesting non-core business lines.

RWIC's principal business strategy is to capitalize on its knowledge of
insurance products aimed at the moving and rental markets. RWIC believes that
providing U-Haul and U-Haul customers with property and casualty insurance
coverage has enabled it to develop expertise in the areas of rental vehicle
lessee insurance, self-storage property coverage, motor home insurance coverage,
and general rental equipment coverage. RWIC has used and plans to continue to
use this knowledge to expand its customer base by offering similar products to
customers other than U-Haul. In addition, RWIC plans to expand its involvement
in specialized areas by offering commercial multi-peril and surety coverage and
by assuming reinsurance business.

U-HAUL OPERATIONS

GENERAL

The Company's do-it-yourself moving business operates under the U-Haul name
through an extensive and geographically diverse distribution network of
Company-owned U-Haul Centers and independent dealers throughout the United
States and Canada.

Substantially all of the Company's rental revenue is derived from
do-it-yourself moving customers. The remaining business comes from
commercial/industrial customers. Moving rentals include: (i) local (round-trip)
rentals, where the equipment is returned to the originating U-Haul Center or
independent dealer and

29
<PAGE> 31

(ii) one-way rentals, where the equipment is returned to a U-Haul Center or
independent dealer in another city. Typically, the number of local rental
transactions in any given year is substantially greater than the number of
one-way rental transactions. However, total revenues generated by one-way
transactions in any given year typically exceed total revenues from local rental
transactions.

As part of the Company's integrated approach to the do-it-yourself moving
market, U-Haul has a variety of product offerings. U-Haul's "Moving Made
Easier(R)" program is designed to offer safe, well-equipped rental trucks and
trailers at a reasonable price and to provide support items such as furniture
pads, hand trucks, appliance and utility dollies, mirrors, tow bars, tow
dollies, and bumper hitches. The Company also sells boxes, tape, and packaging
materials and rents additional items such as floor polishers and carpet cleaning
equipment at its U-Haul Center locations. U-Haul Centers also install hitches
and sell propane, and some of them sell gasoline. U-Haul sells insurance
packages such as (i) "Safemove(R)," which provides moving customers with a
damage waiver, cargo protection, and medical and life coverage, and (ii)
"Safestor(R)," which provides self-storage rental customers with various
insurance coverages.

The U-Haul truck and trailer rental business tends to be seasonal with more
transactions and revenues generated in the spring and summer months than during
the balance of the year. The Company attributes this seasonality to the
preference of do-it-yourself movers to move during this time. Also, consistent
with do-it-yourself mover preferences, the number of rental transactions tends
to be higher on weekends than on weekdays.

RENTAL EQUIPMENT FLEET

As of September 30, 1994, U-Haul's rental equipment fleet consisted of
approximately 78,000 trucks and approximately 90,000 trailers. Rental trucks are
offered in five sizes and range in size from the ten-foot "Mini-Mover(R)" to the
twenty-six-foot "Super-Mover(R)." In addition, U-Haul offers pick-up trucks and
cargo vans at many of its locations. Trailers range between six feet and twelve
feet in length and are offered in both open and closed box configurations.

DISTRIBUTION NETWORK

The Company's U-Haul products and services are marketed across the United
States and Canada through, as of September 30, 1994, approximately 1,000
Company-owned U-Haul Centers and approximately 11,800 independent dealers. The
independent dealers, which include gasoline station operators, general equipment
rental operators, and others, rent U-Haul trucks and trailers in addition to
carrying on their principal lines of business. U-Haul Centers, however, are
dedicated to the U-Haul line of products and services and offer those and
related products and services. Independent dealers are commonly located in
suburban and rural markets, while U-Haul Centers are concentrated in urban and
suburban markets.

Independent dealers receive U-Haul equipment on a consignment basis and are
paid a commission on gross revenues generated from their rentals. Independent
dealers also may earn referral commissions on U-Haul products and services
provided at other U-Haul locations. The Company maintains contracts with its
independent dealers that can be cancelled upon thirty days' written notice by
either party.

In addition, the Company has sought to improve the productivity of its
rental locations by installing computerized reservations and network management
systems in each U-Haul Center and a limited number of independent dealers. The
Company believes that these systems have been a major factor in enabling the
Company to deploy equipment more effectively throughout its network of locations
and anticipates expanding these systems to cover additional independent dealers.

The Company's U-Haul Center and independent dealer network in the United
States and Canada is divided into 11 districts, each supervised by an area
district vice president. Within the districts, the Company has established local
marketing companies, each of which, guided by a marketing company president, is
responsible for retail marketing at all U-Haul Centers and independent dealers
within its respective geographic area.

30
<PAGE> 32

Although rental dealers are independent, U-Haul area field managers oversee
the dealer network by inspecting each independent dealer's facilities and
auditing their activities on a regular basis. In addition, the area field
managers recruit new independent dealers for expansion or replacement purposes.
U-Haul has instituted performance compensation programs that focus on
accomplishment and reward strong performers.

SELF-STORAGE BUSINESS

U-Haul entered the self-storage business in 1974 and since that time has
increased the rentable square footage of its storage locations through the
acquisition of existing facilities and new construction. In addition, the
Company has entered into management agreements to manage self-storage properties
owned by other companies and is exploring the possibility of expanding this type
of operation as well as expanding its ownership of self-storage facilities. The
Company also provides financing and management services for independent
self-storage businesses.

Through approximately 650 Company-owned locations in the United States and
Canada, the Company offers for rent more than 13.0 million square feet of
self-storage space. The Company's self-storage facility locations have an
average of 20,000 square feet of storage space, with individual storage spaces
ranging in size from 16 square feet to 200 square feet.

Units are rented to individuals and businesses for temporary storage on a
monthly basis. In fiscal 1994, occupancy rates increased to approximately 91%
from approximately 85% in the prior year. During fiscal 1994 and fiscal 1993,
delinquent rentals as a percentage of total storage rentals were approximately
5% in each year, which rate the Company considers to be satisfactory.

EQUIPMENT DESIGN, MANUFACTURE AND MAINTENANCE

The Company designs and manufactures its truck van boxes, trailers, and
various other support rental equipment items. With the needs of the
do-it-yourself moving customer in mind, the Company's equipment is designed to
achieve high safety standards, simplicity of operation, reliability,
convenience, durability, and fuel economy. Truck chassis are manufactured to
Company specifications by both foreign and domestic truck manufacturers. These
chassis receive certain post-delivery modifications and are joined with van
boxes at 7 Company-owned manufacturing and assembly facilities in the United
States.

The Company services and maintains its trucks and trailers through a
periodic maintenance program. Regular vehicle maintenance is generally performed
at Company-owned facilities located throughout the United States and Canada.
Major repairs are performed either by the chassis manufacturers' dealers or by
Company-owned repair shops. To the extent available, the Company takes advantage
of manufacturers' warranties.

Since the fleet renewal program began in fiscal 1987, the number of repair
locations has been reduced significantly. Maintenance costs declined from a high
of $163.0 million in fiscal 1987 to a low of $80.5 million in fiscal 1989.
However, due to a reduction both in new truck purchases and older truck
retirements in fiscal 1992 and fiscal 1993, maintenance expense increased to
$150.3 million in fiscal 1993 and $177.7 million in fiscal 1994. During fiscal
1994, the Company, as part of its fleet renewal program, resumed the purchase
and manufacture of new trucks with the objective of increasing the size of the
truck fleet.

COMPETITION

The do-it-yourself moving truck and trailer rental market is highly
competitive and dominated by national operators in both the local and one-way
markets. These competitors include the truck rental divisions of Ryder System,
Penske Truck Leasing, and Budget Rent-A-Car. Management believes that there are
two distinct users of rental trucks: commercial users and do-it-yourself users.
As noted above, the Company focuses on the do-it-yourself mover. The Company
believes that the principal competitive factors are price, convenience of rental
locations, and availability of quality rental equipment.

31
<PAGE> 33

The self-storage industry is also highly competitive. In addition to the
Company, there are two other national firms, Public Storage and Shurgard, and
numerous regional and local operators. Efficient management of occupancy and
delinquency rates, as well as price and convenience, are key competitive
factors.

EMPLOYEES

For the period ending September 30, 1994, the Company's non-seasonal
workforce consisted of approximately 11,300 employees comprised of approximately
46% part-time and 54% full-time employees. During the summer months, the Company
increases its workforce by approximately 1,000 employees. The percentage of
part-time employees was approximately 44% of the total workforce on September
30, 1994. The Company's employees are non-unionized, and management believes
that its relations with its employees are satisfactory.

INSURANCE OPERATIONS

OXFORD -- LIFE INSURANCE

Oxford underwrites life, health and annuity insurance, both as a direct
writer and as an assuming reinsurer. Oxford's direct lines are primarily related
to group life and disability coverage issued to employees of AMERCO and its
subsidiaries. For the year ended December 31, 1993, approximately 6.3% of
Oxford's premium revenues resulted from business with AMERCO and its
subsidiaries. Oxford's other direct writings include individual life insurance
acquired from other insurers and a small volume of individual annuity products
written through independent agents, which together accounted for approximately
5.0% of Oxford's premium revenues for the year ended December 31, 1993. Oxford
administers AMERCO's self-insured group health and dental plans.

Oxford's reinsurance assumed lines, which accounted for approximately 88.7%
of Oxford's premium revenues for the year ended December 31, 1993, include
individual life insurance coverage, annuity coverages, excess loss health
insurance coverage, and short-term travel accident coverage. These reinsurance
arrangements are entered into with unaffiliated insurers, except for travel
accident products reinsured from RWIC.

RWIC -- PROPERTY AND CASUALTY

RWIC's underwriting activities consist of three basic areas: U-Haul and
U-Haul affiliated underwriting; direct underwriting; and assumed reinsurance
underwriting. U-Haul underwritings include coverage for U-Haul and U-Haul
employees, and U-Haul affiliated underwritings consist primarily of coverage for
U-Haul customers. For the year ended December 31, 1993, approximately 38% of
RWIC's written premiums resulted from U-Haul and U-Haul affiliated underwriting
activities. RWIC's direct underwriting is done through home office underwriters
and selected general agents. The products provided include liability coverage
for rental vehicle lessees and storage rental properties, and coverage for
commercial multiple peril, surety, and excess workers' compensation. RWIC's
assumed reinsurance underwriting is done via broker markets and includes, among
other things, reinsurance of municipal bond insurance written through MBIA, Inc.

RWIC provides a liability for unpaid losses that is based on the estimated
ultimate cost of settling claims reported prior to the end of the accounting
period, estimates received from ceding reinsurers and estimates for incurred but
unreported losses based on RWIC's historical experience supplemented by
insurance industry historical experience. Unpaid loss adjustment expenses are
based on historical ratios of loss adjustment expense paid to losses paid.

The liabilities are estimates necessary to settle all claims as of the date
of the stated reserves and all incurred but not reported claims. RWIC updates
the reserves as additional facts regarding claims become apparent. In addition,
court decisions, economic conditions and public attitudes impact the estimation
of reserves and also the ultimate cost of claims. In estimating reserves, no
attempt is made to isolate inflation from the combined effect of numerous
factors including inflation. Unpaid losses and unpaid loss expenses are not
discounted.

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<PAGE> 34

RWIC's unpaid loss and loss expenses are certified annually by an
independent actuarial consulting firm as required by state regulation.

The following table is a reconciliation in summary form, for each of the
last three years, of the beginning and end of year unpaid loss and loss
expenses:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
----------------------------------
1993 1992 1991
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Unpaid loss and loss expenses, beginning of year........... $238,762 $236,019 $226,324
-------- -------- --------
Losses and loss adjustment expenses:
attributable to the current year......................... 91,044 96,451 74,510
Increase (Decrease) attributable to prior years.......... 12,688 (4,241) 3,124
-------- -------- --------
Total............................................ 103,732 92,210 77,634
-------- -------- --------
Payments:
Loss and loss adjustment expenses attributable to current
year.................................................. 20,200 23,936 12,810
Payments attributable to prior years..................... 83,923 65,531 55,129
-------- -------- --------
Total............................................ 104,123 89,467 67,939
-------- -------- --------
Increase due to adoption of FAS113......................... 76,111 -- --
-------- -------- --------
Unpaid loss and loss expenses, end of year................. $314,482 $238,762 $236,019
======== ======== ========
</TABLE>

Effective December 31, 1993, RWIC adopted Statement of Financial Accounting
Standards (SFAS) No. 113, "Accounting and Reporting for Reinsurance of
Short-Duration and Long-Duration Contracts." The primary impact of SFAS No. 113
is the requirement to report assets and liabilities relating to reinsured
contracts gross of the effects of reinsurance. Previously, RWIC reported such
effects on a net basis. As a result of adoption of SFAS No. 113, the liability
for unpaid losses and loss adjustment expenses as of December 31, 1993 has been
increased approximately $76 million to reflect policy liabilities without regard
to reinsurance. A corresponding amount due from reinsurers on unpaid losses,
including amounts related to claims incurred but not reported, has also been
reflected.

The table on the next page illustrates the change in unpaid loss and loss
expenses. The first line shows the reserves as originally reported at the end of
the stated year. The second section, reading down, shows the cumulative amounts
paid as of the end of successive years with respect to that reserve. The third
section, reading down, shows reestimates of the original recorded reserve as of
the end of successive years. The last section compares the latest reestimated
reserve amount to the reserve amount as originally established. This last
section is cumulative and should not be summed.

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<PAGE> 35

UNPAID LOSS AND LOSS EXPENSES
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------------------------------------------------------------------
1983 1984 1985 1986 1987 1988 1989 1990
-------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
RESERVE FOR UNPAID LOSS AND
LOSS ADJUSTMENT EXPENSES:.... $ 67,129 $ 90,315 $123,342 $146,391 $168,688 $199,380 $207,939 $226,324
PAID (CUMULATIVE) AS OF:
One year later................ 21,140 24,602 41,170 54,627 49,681 59,111 50,992 55,128
Two years later............... 35,340 50,628 77,697 92,748 91,597 89,850 87,850 97,014
Three years later............. 47,544 70,719 105,160 124,278 110,834 114,979 116,043 120,994
Four years later.............. 56,197 84,936 126,734 137,744 129,261 133,466 132,703
Five years later.............. 61,826 95,583 133,421 151,354 142,618 145,864
Six years later............... 68,722 98,018 142,909 161,447 152,579
Seven years later............. 68,496 102,805 151,379 169,601
Eight years later............. 70,822 109,055 158,728
Nine years later.............. 74,809 114,334
Ten years later............... 77,700
RESERVE REESTIMATED AS OF:
One year later................ 72,462 101,097 138,287 167,211 187,663 200,888 206,701 229,447
Two years later............... 74,850 107,111 147,968 192,272 190,715 202,687 206,219 221,450
Three years later............. 76,811 115,746 168,096 192,670 194,280 203,343 199,925 211,988
Four years later.............. 80,453 119,977 168,040 199,576 195,917 199,304 198,986
Five years later.............. 82,823 119,513 175,283 201,303 195,203 200,050
Six years later............... 82,209 122,791 178,232 202,020 196,176
Seven years later............. 81,894 125,863 182,257 202,984
Eight years later............. 83,943 128,815 184,266
Nine years later.............. 85,816 132,207
Ten years later............... 86,856
INITIAL RESERVE IN EXCESS OF
(LESS THAN) REESTIMATED
RESERVE:
Amount (cumulative)........... $(19,727) $(41,892) $(60,924) $(56,593) $(27,488) $ (670) $ 8,953 $ 14,336

1991 1992 1993
-------- -------- --------

<S> <<C> <C> <C>
RESERVE FOR UNPAID LOSS AND
LOSS ADJUSTMENT EXPENSES:.... $236,019 $238,762 $314,482
PAID (CUMULATIVE) AS OF:
One year later................ 65,532 83,923
Two years later............... 105,432
Three years later.............
Four years later..............
Five years later..............
Six years later...............
Seven years later.............
Eight years later.............
Nine years later..............
Ten years later...............
RESERVE REESTIMATED AS OF:
One year later................ 231,779 251,450
Two years later............... 224,783
Three years later.............
Four years later..............
Five years later..............
Six years later...............
Seven years later.............
Eight years later.............
Nine years later..............
Ten years later...............
INITIAL RESERVE IN EXCESS OF
(LESS THAN) REESTIMATED
RESERVE:
Amount (cumulative)........... $ 11,236 $(12,688)
</TABLE>

The operating results of the property and casualty insurance industry,
including RWIC, are subject to significant fluctuations due to numerous factors,
including premium rate competition, catastrophic and unpredictable events
(including man-made and natural disasters), general economic and social
conditions, interest rates, investment returns, changes in tax laws, regulatory
developments, and the ability to accurately estimate liabilities for unpaid
losses and loss expenses.

INVESTMENTS

Oxford's and RWIC's investments must comply with the insurance laws of the
State of Arizona where the companies are domiciled. These laws prescribe the
type, quality, and concentration of investments that may be made. In general,
these laws permit investments in federal, state, and municipal obligations,
corporate bonds, preferred and common stocks, real estate mortgages, and real
estate, within specified limits and subject to certain qualifications. Moreover,
in order to be considered an acceptable reinsurer by cedents and intermediaries,
a reinsurer must offer financial security. The quality and liquidity of invested
assets are important considerations in determining such security.

The investment philosophies of Oxford and RWIC emphasize protection of
principal through the purchase of investment grade fixed income securities.
Approximately 99% of their respective portfolios consist of investment grade
securities. The maturity distributions are designed to provide sufficient
liquidity to meet future cash needs.

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<PAGE> 36

REINSURANCE

The Company's insurance operations assume and cede insurance from and to
other insurers and members of various reinsurance pools and associations.
Reinsurance arrangements are utilized to provide greater diversification of risk
and to minimize exposure on large risks. However, the original insurer remains
liable should the assuming insurer not be able to meet its obligations under the
reinsurance agreements.

REGULATION

The Company's insurance subsidiaries are subject to considerable regulation
and supervision in the states in which they transact business. The purpose of
such regulation and supervision is primarily to provide safeguards for
policyholders. As a result of federal legislation, the primary regulation of the
insurance industry is performed by the states. State regulation extends to such
matters as licensing companies; restricting the types or quality of investments;
regulating capital and surplus and actuarial reserve maintenance; setting
solvency standards; requiring triennial financial examinations, market conduct
surveys, and the filing of reports on financial condition; licensing agents;
regulating aspects of the insurance companies' relationship with their agents;
restricting expenses, commissions, and new business issued; imposing
requirements relating to policy contents; restricting use of some underwriting
criteria; regulating rates, forms, and advertising; limiting the grounds for
cancellations or non-renewal of policies; regulating solicitation and
replacement practices; and specifying what might constitute unfair practices.
State laws also regulate transactions and dividends between an insurance company
and its parent or affiliates, and generally require prior approval or
notification for any change in control of the insurance subsidiary.

In the past few years, the insurance and reinsurance regulatory framework
has been subjected to increased scrutiny by the National Association of
Insurance Commissioners (the "NAIC"), state legislatures, insurance regulators,
and the United States Congress. State legislatures have considered or enacted
legislative proposals that alter, and in many cases increase, state authority to
regulate insurance companies and holding company systems. The NAIC and state
insurance regulators have been examining existing laws and regulations with an
emphasis on insurance company investment and solvency issues. Legislation has
been introduced in Congress that could result in the federal government assuming
some role in the regulation of the insurance industry. It is not possible to
predict the future impact of changing state and federal regulation on the
operations of Oxford and RWIC.

Beginning in 1993, the NAIC adopted and implemented minimum risk-based
capitalization requirements for life insurance companies, including Oxford. As
of the date of this report, Oxford is in compliance with these requirements. The
NAIC has adopted a model for establishing minimum risk-based capitalization
requirements for property and casualty insurance and reinsurance companies. The
NAIC's stated objective in developing such risk-based capital standards is to
improve solvency monitoring. RWIC will adopt the minimum risk-based
capitalization requirements in fiscal 1995. Adoption will have no material
effect on RWIC.

COMPETITION

The insurance industry is competitive. Competitors include a large number
of life insurance companies and property and casualty insurance companies, some
of which are owned by stockholders and others of which are owned by
policyholders (mutual). Many companies in competition with Oxford and RWIC have
been in business for a longer period of time or possess substantially greater
financial resources. Competition in the insurance business is based upon price,
product design, and services rendered to producers and policyholders.

AMERCO REAL ESTATE COMPANY

AREC owns and manages most of the Company's real estate assets, including
the Company's U-Haul Center locations. AREC has responsibility for acquiring and
developing properties suitable for new U-Haul Centers and self-storage
locations. In addition to the U-Haul operations, AREC actively seeks to lease or
dispose of surplus properties. See "Business -- History."

35
<PAGE> 37

LITIGATION

Certain members of the Company's Board of Directors are defendants in an
action in the Superior Court of the State of Arizona in and for the County of
Maricopa entitled Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et al., No.
CV88-20139, instituted August 2, 1988. The Company was also a defendant in the
action as originally filed, but the Company was dismissed from the action on
August 15, 1994, subject only to the right, to the extent that any exists, of
the plaintiffs to appeal such dismissal. The plaintiffs, who are all members of
the Outside Stockholder Group that is currently opposed to existing Company
management (see "Principal Stockholders"), filed a Fourth Amended Complaint in
February 1992 and have alleged, among other things, that certain of the
individual plaintiffs were wrongfully excluded from sitting on the Company's
Board of Directors in 1988 through the sale of Company common stock to certain
key employees. That sale allegedly prevented the Outside Stockholder Group from
gaining a majority position in the Company's voting stock and control of the
Company's Board of Directors. The plaintiffs alleged various breaches of
fiduciary duty and other unlawful conduct by the individual defendants and
sought equitable relief, compensatory damages, and punitive damages. The Court
dismissed all claims for equitable relief that would have allowed the plaintiffs
to sit on the Board of Directors, subject only to the right, to the extent that
any exists, of the plaintiffs to appeal such dismissal. Based upon the
preliminary rulings by the Court and the fact that the plaintiffs alleged that
their stock is virtually worthless, the Company believes that the plaintiffs
elected as their remedy in this lawsuit to sell their shares of stock to the
defendants. The price was to be determined based on the value of the plaintiffs'
stock in 1988. On October 7, 1994, the jury determined that (i) the defendants
breached their fiduciary duties, and (ii) such breach diminished the value of
the plaintiffs' stock. The jury also determined the value of the plaintiffs'
stock in 1988 to be $81.12 per share or $1.48 billion. The jury also awarded the
plaintiffs $70 million in punitive damages against Edward J. Shoen. Edward J.
Shoen has filed a motion to set aside in its entirety or in the alternative to
reduce this award. No assurance can be given as to the ruling of the Court on
this motion. The defendants have filed post-trial motions to (i) request a new
trial and/or (ii) reduce the amount of consideration to be paid to the
plaintiffs for their stock or to not more than $394 million or to obtain
judgment in favor of the defendants. The Company is unable to predict the
outcome of the post-trial motions and the likelihood of appeal by any party or
the consequences of any appeal. However, based upon the advice of Snell &
Wilmer, counsel to the defendants other than Paul F. Shoen, the Company believes
that even if the Court does not render judgment in favor of the defendants or
order a new trial, a substantial reduction of a jury verdict is probable.

Pursuant to separate indemnification agreements, the Company has agreed to
advance litigation expenses to the defendants and has agreed to indemnify the
defendants to the fullest extent permitted by law or the Company's Articles of
Incorporation or Bylaws, for all expenses and damages, if any, incurred by the
defendants in this proceeding, subject to certain exceptions. The Company has no
indemnification obligation, other than to advance litigation expenses, until a
final judgment is entered or a settlement is reached. At this time, the extent
of the Company's indemnification obligation, if any, cannot be reasonably
estimated. The Company believes that there is a substantial likelihood that if
the jury verdict is substantially reduced, the resulting amount to be paid to
the plaintiffs for their shares will not exceed the fair market value of the
shares to be acquired by the defendants. In such event, the defendants may
choose to acquire the shares without making indemnification claims against the
Company. No provision has been made in the Company's financial statements for
any possible indemnification claims. If the jury verdict in this case is
substantially reduced, the Company believes that it can satisfy its
indemnification obligations, if any. Before the Company will have any
indemnification obligations, a final judgment must be entered against the
defendants, the defendants must request indemnification from the Company, and a
determination must be made under Nevada law as to the validity of the
indemnification claims. If valid indemnification claims are made, the Company
believes that it has various means of financing any such indemnification
obligations consistent with its existing credit agreements, or, in the
alternative, the Company may seek the waiver or amendment of certain of the
provisions of one or more of its credit agreements when the indemnification
obligations are determined. The Company believes, but no assurance can be given,
that it can obtain any necessary waivers or amendments. The Company does not
believe that if the jury verdict is substantially reduced there would be a
material adverse effect on its results of operations, financial position or cash
flows. If the jury verdict is not substantially reduced and any resulting
judgment is not stayed by appeal or other proceedings, the Company may be unable

36
<PAGE> 38

to satisfy its indemnification obligations if valid indemnification claims are
made. There can be no assurance that the jury verdict will be substantially
reduced. With respect to the Company's obligation to advance litigation
expenses, a dispute exists between the Company and Paul F. Shoen wherein Paul F.
Shoen alleges that the Company has refused to fully advance his expenses in
connection with the above litigation. The Company disagrees with his contention.
Paul F. Shoen advised that he intends to file a lawsuit against the Company
seeking an unspecified amount of money as litigation expense advancements. The
Company is unable to predict whether a lawsuit will be filed or if filed, the
outcome of such lawsuit.

Sophia M. Shoen, Paul F. Shoen and the Company are parties to separate
Share Repurchase and Registration Rights Agreements which require all disputes
relating thereto to be resolved by arbitration. On April 8, 1994, Sophia M.
Shoen and Paul F. Shoen commenced the dispute resolution process. Private
arbitration proceedings pursuant to these agreements were convened on June 19,
1994. In the arbitration, the Selling Stockholder asserts that the Company has
breached its obligations to her by failing to timely register the sale of her
shares which were sold to the public in November of 1994 and by failing to
remove the right of first refusal on all Company common stock. Paul F. Shoen
asserts that the Company has breached its obligations to him by failing to
timely consummate the purchase from him of 58,823 shares of Company common stock
for an aggregate purchase price of $1,000,000 and, on an anticipatory basis, by
failing to remove the right of first refusal on all of the Company's outstanding
common stock. The ESOP Trust purchased 58,823 shares from Paul F. Shoen on June
30, 1994. Sophia M. Shoen and Paul F. Shoen assert that, as a consequence of
these alleged breaches, they are entitled to give notice of termination of the
Stockholder Agreement described under "Principal Stockholders." The Company
disagrees with the above assertions. Selling Stockholder gave such notice of
termination on July 11, 1994. The arbitration hearings concluded on August 21,
1994 and the arbitration panel is expected to render a decision on or after
December 5, 1994. See "Risk Factors -- Existing Management -- Potential Change
in Control."

The Company, the Company's Board of Directors, the ESOP, and the ESOP
Trustee are defendants in an action currently pending in United States District
Court for the District of Nevada entitled Paul F. Shoen v. AMERCO, et al., No.
CV-N-94-475-DWH, instituted July 19, 1994. Paul F. Shoen alleges among other
things that the defendants have solicited proxies in connection with the
Company's annual meeting by means of false and misleading proxy materials, that
the Company has violated the proxy rules, and that the ESOP Trustee has
prevented him from communicating with participants in the ESOP. The Court on
July 20, 1994 issued a temporary restraining order enjoining the Company's
Annual Meeting of Stockholders, scheduled for July 21, 1994. On October 6, 1994,
the Court issued a Memorandum and Order entering a preliminary injunction in
this case. In the Order entering the preliminary injunction, the Court stated
that it found it overwhelmingly likely that Paul F. Shoen would prevail on the
merits of the case since it appeared likely to the Court that the Company's
Board of Directors had breached its fiduciary duties by advancing the annual
meeting date, the Company and the ESOP Trustee had violated certain Commission
Proxy Rules, and the ESOP Trustee had breached its fiduciary duties under ERISA.
The Court ordered that the current ESOP Trustee be replaced with three neutral
trustees and that the new trustees immediately send a "curative" letter to all
ESOP participants telling them to disregard any materials sent to them thus far,
that any voting directions they may have given to the former trustee are void,
and that the election process will begin anew. The Court enjoined the Company's
Annual Meeting of Stockholders for a period of at least 45 days from the date
neutral trustees are appointed and enjoined the Company, the Board of Directors,
the ESOP, and the ESOP Trustee from committing further violations of the federal
securities laws. Additionally, the Court ordered the Company to comply with the
Commission's filing requirements, to re-solicit proxies, to re-start the annual
meeting process, and to appoint an independent firm to tabulate proxies. The
Company has joined in motions filed by the ESOP Trustee to appeal the Court's
order to the Ninth Circuit. On October 24, 1994, the court amended its
Memorandum and Order to provide that the new trustees shall act as trustees only
until the 1994 Annual Meeting of Stockholders is held and only with respect to
past-through voting and discretionary voting of shares held by the ESOP Trust.

37
<PAGE> 39

94-771-HDM (filed October 28, 1994 and served on the Company on November 7,
1994). The plaintiffs, who claim to have purchased the Company's Series A 8 1/2%
Preferred Stock, are seeking class action certification and are defining the
class as all persons who purchased or otherwise acquired the Series A 8 1/2%
Preferred Stock of AMERCO from October 14, 1993 through October 18, 1994,
inclusive, and who sustained damage as a result of such purchases. The
plaintiffs allege among other things, that the defendants violated the federal
securities laws by inflating the price of the Series A 8 1/2% Preferred Stock
via false and misleading statements, concealing material adverse information,
and taking other manipulative actions, and that the Prospectus for the Series A
8 1/2% Preferred Stock, certain Form 10-K and Form 10-Q filings made by the
Company, and the Company's Notice and Proxy Statement dated July 8, 1994
contained false and misleading statements and omissions regarding the action
currently pending in the Superior Court of the State of Arizona in and for the
County of Maricopa entitled Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et
al., No. CV88-20139, instituted August 2, 1988 (the "Shoen Litigation"). On
October 7, 1994, the jury in the Shoen Litigation awarded the plaintiffs in that
case approximately $1.48 billion to be paid by the defendants in exchange for
the plaintiffs' stock. The jury in that case also awarded the plaintiffs $70
million in punitive damages against Edward J. Shoen. See
"Business -- Litigation." The plaintiffs are requesting unspecified compensatory
damages as well as attorneys' fees and costs. The Company and the individual
defendants deny plaintiffs' allegations of wrongdoing and intend to vigorously
defend themselves in this action.

The Company and its subsidiaries are defendants in a number of other suits
and claims incident to the type of business conducted and several administrative
proceedings arising from state and local provisions that regulate the removal
and/or clean up of underground fuel storage tanks. 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 any material loss
and, accordingly, no provision has been made in the Company's financial
statements.

ENVIRONMENTAL MATTERS

UNDERGROUND STORAGE TANKS

The Company owns properties that, as of September 30, 1994, contained a
total of approximately 1,400 underground storage tanks ("USTs"). The USTs are
used to store various petroleum products, including gasoline, fuel oil, and
waste oil. The USTs are subject to various federal, state, and local laws and
regulations that require testing and removal of leaking USTs, and remediation of
polluted soils and groundwater under certain circumstances. In addition, if
leakage from USTs has migrated, the Company may be subject to civil liability to
third parties. In fiscal years 1990 through 1994, the Company incurred
expenditures totaling approximately $16.5 million for removal and remediation of
approximately 1,229 USTs, a portion of which may be recovered from insurance and
certain states' funds for the removal of USTs. Expenditures incurred through the
end of fiscal 1994 may not be representative of future experience. Although the
Company believes that compliance with laws and regulations, and cleanup and
liability costs related to USTs will not have a material adverse effect on the
Company's financial condition or operating results, there can be no assurance
that this will be the case.

In fiscal 1989, the Company instituted a program to test its USTs for
leakage and to remove all but approximately 100 of the approximately 2,755 USTs
then existing by the year 2000. The approximately 100 USTs expected to remain at
the conclusion of the Company's testing and removal program are currently
anticipated to consist primarily of waste oil tanks not required to be removed
under current laws and regulations and gasoline tanks located at its remote
rental locations where their use is deemed necessary to service the Company's
moving customers. The Company currently budgets $3 million annually for UST
testing, removal, and remediation. The Company treats these costs as capital
costs to the extent that they improve the safety or efficiency of the associated
properties as compared to when the properties were originally acquired or if the
costs are incurred in preparing the properties for sale.

38
<PAGE> 40

FEDERAL SUPERFUND SITES

The Company has been named as a "potentially responsible party" ("PRP")
with respect to the disposal of hazardous wastes at fifteen federal or state
superfund hazardous waste sites located in twelve states. Under applicable laws
and regulations the Company could be held jointly and severally liable for the
costs to clean-up these sites. Currently, the Company has entered into buyout
agreement settlements for seven of the sites and one site is under negotiation
for settlement. Four of the sites have been inactive for more than two years and
two of the sites have been disputed by the Company with no response for more
than two years. One site is under state clean-up direction. Based upon the
information currently available to the Company regarding these fifteen sites,
the current anticipated magnitude of the clean-up, the number of PRPs, and the
volumes of hazardous waste currently anticipated to be attributed to the Company
and other PRPs, the Company believes its share of the cost of investigation and
clean-up at the fifteen superfund sites will not have a material adverse effect
on the Company's financial condition or operating results. In addition, the
Company believes that insurance coverage may be available to cover all or some
of the cost with respect to these sites.

WASHINGTON STATE HAZARDOUS WASTE SITES

The Company owns property within two state hazardous waste sites in the
State of Washington. The Company owns a parcel of property in Yakima, Washington
that is believed to contain elevated levels of pesticide and other contaminant
residue as a result of onsite operations conducted by one or more former owners.
The State of Washington has designated the property as a state hazardous waste
site known as the "Yakima Valley Spray Site." The Company has been named by the
State of Washington as a "potentially liable party" ("PLP") under state law with
respect to this site. The Company, together with eight other companies and
persons, has formed a committee that has retained an environmental consultant.
The process of site assessment on the Yakima Valley Spray Site is in its early
stages and, based upon the information currently available to the Company
regarding the volume and nature of wastes present, the Company is unable to
reasonably assess the potential investigation and clean-up costs, but the costs
could be substantial. Although the Company has entered into an agreement with
such other companies and persons under which the Company has assumed
responsibility for 20% of the costs to investigate the site, no agreement among
the parties with respect to clean-up costs has been entered into at the date of
this Prospectus.

In addition, the Company has been named by the State of Washington as a PLP
along with 12 other PLPs with respect to another state-listed hazardous waste
site known as the "Yakima Railroad Site." The Yakima Valley Spray Site is
located within the Yakima Railroad Site. The Company has been notified that the
Yakima Railroad Site involves potential groundwater contamination in an area of
approximately two square miles. The Company has contested its designation as a
PLP at this site, but, at the date of this Prospectus, no formal ruling has been
issued in this matter.

In February 1992, the State of Washington issued an enforcement order to
the Company and eight other parties requiring conduct of an interim remedial
action involving the provision of bottled water to households that obtain
drinking water from wells within the Yakima Railroad Site. Without conceding any
liability, the Company and several of the other PLPs have implemented the
bottled water program. The State of Washington has stated its intention to
expand the existing municipal water system to supply municipal water to those
households currently receiving bottled water, and it is estimated that the cost
thereof will be approximately $6 million, with such cost being allocated among
the PLPs.

In addition, there will be costs associated with remedial measures to
address the regional groundwater contamination issue. The process of site
assessment on the Yakima Railroad Site is in its early stages and, based upon
the information currently available to the Company regarding the volume and
nature of wastes present, the Company is unable to reasonably assess the
potential investigation and clean-up costs, but the costs could be substantial.
Moreover, the investigative and remedial costs incurred by the State can be
imposed upon the Company and any other PLP as a joint and several liability. At
the date of this Prospectus, other than the indication of the expansion of the
municipal water system, there has been no formal indication from the State of
Washington of its intentions regarding future cost recoveries at the Yakima
Railroad Site.

39
<PAGE> 41

OTHER

The Company owns 7 facilities that manufacture and assemble various
components of the Company's equipment. In addition, the Company owns various
facilities engaged in the maintenance and servicing of its equipment. Various
individual properties owned and operated by the Company are subject to various
state and local laws and regulations relating to the methods of disposal of
solvents, tires, batteries, antifreeze, waste oils and other materials.
Compliance with these requirements is monitored and enforced at the local level.
Based upon information currently available to the Company, compliance with these
local laws and regulations has not had, and is not expected to have, a material
adverse effect on the Company's financial condition or operating results.

The Company currently leases approximately 196 properties to various
businesses. The Company has a policy of leasing properties subject to an
environmental indemnification from the lessee for operations conducted by the
lessee. It should be recognized, however, that such indemnifications do not
cover pre-existing conditions and may be limited by the lessee's financial
capabilities. In any event, to the extent that any lessee does not perform any
of its obligations under applicable environmental laws and regulations, the
Company may remain potentially liable to governmental authorities and other
third parties for environmental conditions at the leased properties.
Furthermore, as between the Company and its lessees, disputes may arise as to
allocations of liability with respect to environmental conditions at the leased
properties.

Finally, it should be recognized that the Company's present and past
facilities have been in operation for many years and, over that time in the
course of those operations, some of the Company's facilities have generated,
used, stored, or disposed of substances or wastes that are or might be
considered hazardous. Therefore, it is possible that additional environmental
issues may arise in the future, the precise nature of which the Company cannot
now predict.

40
<PAGE> 42

PRINCIPAL STOCKHOLDERS

INSIDE STOCKHOLDER GROUP

Three of the Company's eight directors, Edward J. Shoen, Mark V. Shoen, and
James P. Shoen, as well as Sophia M. Shoen, Paul F. Shoen, Oxford (as trustee)
and the ESOP Trustee, are members of the Inside Stockholder Group that on the
date of this Prospectus votes approximately 46.3% of the Company's outstanding
voting stock. If Sophia M. Shoen and Paul F. Shoen are successful in leaving the
Inside Stockholder Group, then the other current members of the Inside
Stockholder Group will control approximately 33.0% of the Company's outstanding
voting stock. See "Risk Factors -- Existing Management -- Potential Change in
Control."

The number of shares controlled by the Inside Stockholder Group includes
shares beneficially owned by Edward J. Shoen (3,483,681); Mark V. Shoen
(3,475,520); James P. Shoen (2,278,814); Paul F. Shoen (3,419,690); Sophia M.
Shoen (1,713,472); certain Irrevocable Trusts for which Oxford Life Insurance
Company acts as trustee (1,605,340); and The ESOP Trust (1,907,714).

Term

The members of the Inside Stockholder Group are parties to a stockholder
agreement, dated as of May 1, 1992, as amended (the "Stockholder Agreement"),
that restricts the disposition of the parties' shares of common stock to certain
types of permitted dispositions. The Stockholder Agreement will expire on March
5, 1999, unless earlier terminated.

Voting of Shares

All of the shares subject to the Stockholder Agreement are voted as agreed
upon by the members holding a majority of the shares subject to the Stockholder
Agreement. As of the date of this Prospectus, Edward J. Shoen, Mark V. Shoen,
and James P. Shoen, each of whom is a director of the Company, collectively hold
a majority of the shares subject to the Stockholder Agreement and, therefore,
have the ability, if they so agree, to control the vote of the Company's common
stock that is subject to the Stockholder Agreement. However, one member of the
Inside Stockholder Group, the ESOP Trustee, is required to act as a member of
the Inside Stockholder Group only if the other members of the Inside Stockholder
Group provide the ESOP Trustee with an opinion of counsel satisfactory to the
ESOP Trustee that such act shall not result in a violation of ERISA or the IRC.
If the other members of the Inside Stockholder Group are unable to furnish such
an opinion, it is unclear whether or not the ESOP Trustee could vote other than
as part of the Inside Stockholder Group. The Inside Stockholder Group currently
controls approximately 41.3% of the Company's voting stock without counting
shares held by the ESOP Trustee. See "Risk Factors -- Existing
Management -- Potential Change in Control -- Replacement of ESOP Trustee" and
"Business -- Litigation."

ESOP

On March 16, 1973, the Company established the AMERCO Profit Sharing
Retirement Trust (the "Profit Sharing Plan") for certain of its employees. The
Profit Sharing Plan was subsequently amended from time to time. Effective April
1, 1984, the Company established the AMERCO Employee Savings and Protection Plan
(the "Savings Plan") to permit employee contributions to be made on a favorable
tax basis through utilization of the provisions of Section 401(k) of the
Internal Revenue Code. The Savings Plan was subsequently amended from time to
time. Effective January 1, 1988, the Profit Sharing Plan and the Savings Plan
were merged to form a single plan called the AMERCO Retirement Savings and
Profit Sharing Plan.

The AMERCO Retirement Savings and Profit Sharing Plan was amended and
restated in its entirety to form the ESOP, effective as of July 24, 1988, by
adding an "employee stock ownership plan" (as defined in Section 407(d)(6) of
ERISA and Section 4975(e)(7) of the IRC component, which component is designed
to invest primarily in "qualifying employer securities" of the Company. The ESOP
Trust holds shares of the Company's common stock. As of August 25, 1994, shares
of the Company's common stock held by the ESOP Trust were allocated to 5,460
Company employees and as of such date 6,364 Company employees were

41
<PAGE> 43

eligible to participate in the ESOP. The Company makes periodic contributions to
the ESOP Trust, which contributions are used to purchase Company Common Stock.
Under the terms of the ESOP, the Company's common stock is appraised annually.
The most recent such appraisal, dated as of December 31, 1993, was conducted by
American Appraisal Associates. As of December 31, 1993, the Company's common
stock was valued at $20 per share and was discounted 15% because of a lack of
marketability for a value of $17 per share.

ESOP Trust; Release of Shares from Stockholder Agreement

Prior to the issuance of the Series A 8 1/2% Preferred Stock in October
1993 the ESOP Trustee had the power to vote all common stock held in the ESOP
Trust in its discretion (other than with respect to certain significant
corporate transactions such as mergers or consolidations, recapitalizations, and
sales of all or substantially all of the assets of the Company). Under the ESOP,
since the Company has outstanding a "registration-type class of securities,"
each participant (or such participant's beneficiary) in the ESOP may direct the
ESOP Trustee with respect to the voting of all common stock allocated to the
participant's account. All shares in the ESOP Trust not allocated to
participants continue to be voted by the ESOP Trustee in accordance with the
Stockholder Agreement. See "Principal Stockholders -- Inside Stockholders
Group -- Voting of Shares." As of November 16, 1994, of the 2,994,655 shares of
Company common stock held by the ESOP Trust, 1,086,941 shares were allocated to
participants and 1,907,714 shares remained unallocated. Of the 1,086,941
allocated shares, approximately 6,643 shares are allocated to members of the
Inside Stockholder Group, which shares shall be voted together with the
unallocated shares and the other shares held by the members of the Inside
Stockholder Group in accordance with the terms of the Stockholder Agreement.
Therefore, as of the date of this Prospectus, without giving effect to the
matters discussed in the succeeding subsection, the Inside Stockholder Group
controls approximately 46.3% of the Company's outstanding common stock.
Additional shares of common stock not presently allocated to participants'
accounts in the ESOP Trust will be allocated as certain debt obligations of the
ESOP Trust are repaid, resulting in a further reduction in the number of common
shares subject to the Stockholder Agreement. As a result of the foregoing, there
can be no assurance that the Inside Stockholder Group will be able to continue
to elect directors acceptable to it to the Company's Board of Directors or that
the Company's current management will remain in place; however, the Company's
four-class Board of Directors may delay the effectiveness of any change in
management. See "Certain Provisions That May Limit Changes in Control."

Registration Rights; Release of Shares from Stockholder Agreement

Subject to certain limitations and restrictions, Paul F. Shoen and Sophia
M. Shoen, who are currently members of the Inside Stockholder Group, may elect
to cause the Company to effect a registration under the Securities Act and
applicable state securities laws of all or a part (but not less than 100,000
shares) of the shares of common stock held by each of them pursuant to separate
Share Repurchase and Registration Rights Agreements. Sophia M. Shoen has sold
500,000 shares of Company's common stock to the public pursuant to such an
agreement and has granted the underwriters in such offering an over-allotment
option that will expire on December 18, 1994 to acquire up to an additional
75,000 shares. All information in this Prospectus assumes no exercise of the
over-allotment option. On September 1, 1994, Paul F. Shoen demanded registration
of 500,000 of his shares. Subject to certain limitations, the Company is
required to effect registration of those shares on or before March 1, 1995,
unless certain conditions specified in the Share Repurchase and Registration
Rights Agreement occur. No more than two such registrations may be demanded by
either Paul F. Shoen or Sophia M. Shoen. The Stockholder Agreement permits the
disposition of any shares pursuant to a registered public offering under the
Securities Act. All registered shares, when sold, will be released from the
Stockholder Agreement. As of the date of this Prospectus, the Inside Stockholder
Group controls the vote of approximately 46.3% of the Company's common stock.
Assuming that Paul F. Shoen and Sophia M. Shoen sold all of their respective
shares pursuant to future registration requests, the Inside Stockholder Group
would control the vote of approximately 33.0% of the Company's common stock. As
a result, there can be no assurance that the shares of common stock held by Paul
F. Shoen and Sophia M. Shoen will remain subject to the Stockholder Agreement.
For this reason, there can be no assurance that the Company's current management
will remain in place. See "Business -- Litigation" for a description of
arbitration proceedings whereby Sophia M. Shoen and Paul F. Shoen have asserted
claims, which are disputed by the Company, that

42
<PAGE> 44

the Stockholder Agreement is terminated because of the Company's alleged failure
to timely register their shares of common stock.

OUTSIDE STOCKHOLDER GROUP

Certain other stockholders are members of the Outside Stockholder Group
that votes approximately 49.1% of the Company's outstanding voting stock. The
following information is based upon certain Commission filings by the Outside
Stockholder Group and on other information furnished to the Company.

Members

The Outside Stockholder Group controls 18,254,596 shares of the Company's
common stock pursuant to the stockholder agreement described below and 734,376
shares of the Company's common stock pursuant to several trusts described below.
The number of shares controlled by the Outside Stockholder Group includes shares
beneficially owned by Samuel W. Shoen (4,041,924); Michael L. Shoen (4,035,924);
Mary Anna Shoen-Eaton (3,343,076); Cecilia M. Shoen-Hanlon (2,331,984); Katrina
M. Carlson (2,016,624); Theresa M. Shoen (1,651,644); and Leonard S. Shoen
(833,420).

Term

The members of the Outside Stockholder Group are parties to a fourth
amended stockholder agreement, dated June 20, 1994, that provides for the voting
of the subject shares. The original agreement was dated July 17, 1988. Unless
earlier terminated by a majority of the stockholders, the agreement will
terminate on January 1, 2001.

Voting of Shares

All of the shares subject to the agreement are voted at the direction of a
majority of the stockholders (on the basis of one vote per stockholder) party to
the agreement. Leonard S. Shoen, Michael L. Shoen, and Theresa M. Shoen have
each been granted a proxy to vote the shares as agreed upon by a majority of the
stockholders.

Control of Trust for Minor Children

The Company has been advised that four trusts for the benefit of Leonard S.
Shoen's minor children are the record owners of an aggregate of 734,376 shares
of the Company's voting stock representing 1.9% of the Company's voting stock.
Samuel W. Shoen and Michael L. Shoen, who are members of the Outside Stockholder
Group, are co-trustees for the trusts and vote such shares in their discretion.

Director Nominations

The Outside Stockholder Group has nominated Samuel W. Shoen, Theresa M.
Shoen, and Ronald Belec to replace Edward J. Shoen, Mark V. Shoen, and Aubrey K.
Johnson on the Company's Board of Directors. The following information about the
director nominees is based upon information furnished to the Company by such
nominees.

Samuel W. Shoen, age 49, has been engaged in the occupation of private
investor since March 1, 1993 and served in the capacities of employee, officer,
and director of the Company at various times from 1973 to 1987.

Theresa M. Shoen, age 30, has been employed for the past 5 years as
manager, waitress, and general help at Baby Kay's restaurant in Scottsdale,
Arizona and served as a director of the Company from 1982 to 1984.

Ronald Belec, age 47, is currently employed by ABC, Inc., a courier service
in Seattle, Washington.

43
<PAGE> 45

CERTAIN PROVISIONS THAT MAY LIMIT CHANGES IN CONTROL

Certain provisions summarized below may have the effect of delaying,
deferring, or preventing a change in control of the Company.

The Articles of Incorporation of the Company (the "Articles") provide for
the Board of Directors to be divided into four classes of directors serving
staggered four-year terms. As a result, approximately one-fourth of the Board of
Directors will be elected each year. Moreover, under the Nevada General
Corporation Law, an affirmative vote of holders of two-thirds of the then
outstanding stock entitled to vote is required to remove a director. This
provision, when coupled with the provision of the Articles authorizing only the
Board of Directors to fill vacant directorships, may hinder the removal of
incumbent directors by stockholders entitled to vote and the simultaneous
election of new directors by such stockholders to fill the vacancies created by
such removal unless Sophia M. Shoen and Paul F. Shoen are successful in leaving
the Inside Stockholder Group.

Moreover, (i) the Articles require holders of two-thirds of the then
outstanding shares of common stock to amend certain provisions of the Articles,
including the classified board provision, to amend the Bylaws, and to approve
certain transactions with, among others, holders of five percent of any class of
voting stock of the Company, (ii) the Articles prohibit stockholder action by
written consent, and (iii) certain of the Company's credit agreements contain
provisions that could require the prepayment of all monies outstanding
thereunder upon a "change in control." With the exception of (iii) above, each
of these provisions could be amended if Sophia M. Shoen and Paul F. Shoen are
successful in leaving the Inside Stockholder Group. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources -- Credit Agreements."

See "Risk Factors -- Ability to Issue Serial Common Stock and Preferred
Stock" regarding the potential anti-takeover effects of the Board of Directors'
ability to issue serial common stock and preferred stock and to fix the rights,
preferences, privileges and restrictions, including voting rights, of those
shares without any further vote or action by the stockholders.

The Board of Directors has adopted a stockholder rights plan. Pursuant to
the plan, rights have been distributed to the holders of the common stock of the
Company that entitle such holders to purchase from the Company one one-hundredth
of a share of the Company's Series C Preferred Stock at an exercise price of
$15,000 per share (the price per share and the exercise price are subject to
adjustment). The rights become exercisable if any person or group of affiliated
or associated persons becomes the beneficial owner of fifty percent or more of
the Company's common stock without approval of a majority of the disinterested
members of the Board of Directors (as defined in the plan); such person being
defined as an "acquiring person." Upon the occurrence of an Affiliate Merger or
Triggering Event (certain transactions defined in the plan involving an
acquiring person), each right entitles its holder to purchase, for the exercise
price, that number of shares of common stock of the Company having a value equal
to twice the exercise price. Upon the occurrence of a Business Combination (as
defined in the plan), each right entitles its holder to purchase, for the
exercise price, that number of shares of common stock of the acquiring or
surviving company having a value equal to twice the exercise price. The rights
will expire on July 29, 1998, unless earlier redeemed by the Company pursuant to
authorization by a majority of the disinterested Board.

CERTAIN TRANSACTIONS

Subsequent to March 31, 1994, a subsidiary of the Company loaned SAC
Self-Storage Corporation ("SAC") a total of $34,338,000 for the purchase of
self-storage properties by SAC. Such properties are presently being operated by
the Company pursuant to management agreements. SAC is owned by Edward J. Shoen,
Mark V. Shoen and James P. Shoen, who are all shareholders and directors of the
Company. The underlying notes bear interest at a rate of 9%, due quarterly and
are secured by real property and operating cash flows. The notes mature in 2004.
All of the notes are cross-collateralized with other notes issued by SAC.

44
<PAGE> 46

In connection with the lawsuits described in "Business -- Litigation," the
Company pays or advances the legal expenses of certain of the defendants in such
lawsuits. The Company believes that the amounts paid or advanced to such
defendants are not material to its financial statements or results of
operations.

ESOP TRUST

The ESOP Trust currently holds 2,994,655 shares or approximately 7.7% of
the Company's voting stock, all of which are being registered hereunder. The
ESOP Trust holds 1,086,941 shares, or approximately 2.8% of the Company's voting
stock, that are allocated to participants' ESOP Trust accounts and voted by the
ESOP Trustee in accordance with the participants' direction subject to the
provisions of ERISA and the provisions of the IRC. The ESOP Trust also holds
1,907,714 shares, or approximately 4.9% of the Company's voting stock, that
remain unallocated and are voted in accordance with the terms of the Stockholder
Agreement as part of the Inside Stockholder Group. See "Risk Factors -- Existing
Management -- Potential Change in Control," "Business -- Litigation," and
"Principal Stockholders -- Inside Stockholder Group." The Company has been
informed by the ESOP Trust that it has no present intention to sell any of its
Common Stock. There can be no assurance that the ESOP Trust will sell any or all
of the Securities registered hereunder.

From time to time since the establishment of the ESOP, the Company has made
periodic contributions to the ESOP Trust, which contributions have been used to
purchase the Company's Common Stock and to make principal and interest payments
on loans made to the ESOP Trust. The Company made contributions of approximately
$2,600,000, $2,721,000, and $2,747,000 for the 1993, 1992, and 1991 plan years,
respectively, to fund principal and interest payments made by the ESOP Trust. As
of November 22, 1994 the ESOP Trust had loans outstanding to the Company and its
subsidiaries of approximately $20,193,498 and a loan outstanding to William E.
Carty, a director of the Company, of approximately $165,000. See "Principal
Stockholders -- Inside Stockholder Group -- ESOP."

In recent years, the ESOP Trust has been involved in several transactions
with the Company's affiliates. Sophia M. Shoen, a member of the Inside
Stockholder Group, sold the ESOP Trust 9,260, 90,322, and 88,235 shares of
Common Stock on May 15, 1992, September 29, 1993, and June 30, 1994,
respectively, for the then appraised values for the Common Stock. Paul F. Shoen,
a member of the Inside Stockholder Group, sold 23,148, 48,387, and 58,825 shares
of Common Stock to the ESOP Trust on May 15, 1992, April 30, 1993, and June 30,
1994, respectively, for the then appraised values for the Common Stock. The 1992
sale by Sophia M. Shoen was made through Sophmar, Inc., a corporation then
controlled by her and the 1992 sale by Paul F. Shoen was made through Pafran,
Inc., a corporation then controlled by him.

DESCRIPTION OF SECURITIES

The Company's Restated Articles of Incorporation authorize the issuance of
150,000,000 shares of Common Stock with a par value of $0.25 per share,
150,000,000 shares of serial common stock, and 50,000,000 shares of preferred
stock. The Company's Board of Directors has the authority to fix the voting
powers, designations, preferences, privileges, limitations, restrictions, and
relative rights of the serial common stock and the preferred stock without any
further vote or action by the stockholders. The rights of the holders of the
Common Stock are subject to, and may be adversely affected by, the rights of the
holders of any serial common stock or preferred stock that is currently
outstanding or that may be issued in the future. The issuance of serial common
stock and preferred stock could have the effect of making it more difficult for
a third party to acquire a majority of the outstanding voting stock of the
Company, thereby delaying, deferring, or preventing a change in control of the
Company. Furthermore, holders of such serial common stock or preferred stock may
have other rights, including economic rights senior to the Common Stock. See
"Risk Factors -- Ability to Issue Serial Common Stock and Preferred Stock" for a
further discussion of the potential anti-takeover effects of the Board's ability
to issue serial common stock and preferred stock.

As of the date of this Prospectus, there are 29,426,048 issued and
outstanding shares of the Company's Common Stock and 9,238,015 issued and
outstanding shares of Series A Common Stock. All of the Series A Common Stock is
held by Mark V. Shoen, Executive Vice-President of Product for U-Haul
International,

45
<PAGE> 47

Inc. and a Director of the Company, James P. Shoen, a Vice-President and
Director of the Company, and Edward J. Shoen, Chairman of the Board and
President of the Company. The Series A Common Stock is not convertible into
Common Stock and votes together as a single class with the Common Stock on all
matters.

Dividends

Holders of shares of the common stock are entitled to receive dividends
payable when, if, and as declared by the Board of Directors out of funds legally
available therefor. The Company does not have a formal dividend policy. The
Company's Board of Directors periodically considers the advisability of
declaring and paying dividends in light of existing circumstances. The holders
of the Series A 8 1/2% Preferred Stock are entitled to receive cumulative
dividends prior to and in preference to the holders of common stock at a fixed
annual rate. See "Stockholder Matters."

The Company is restricted in the amount of dividends that it may issue or
pay pursuant to covenants contained in its credit agreements. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources -- Credit Agreements." At the date
of this Prospectus, the most restrictive of such covenants provides that the
Company may pay cash dividends on its capital stock only in an amount not
exceeding, in the aggregate, computed on a cumulative basis, the sum of (i) $15
million and (ii) 50% of consolidated net income computed on a cumulative basis
for the entire period subsequent to March 31, 1993 (or if such consolidated net
income is a deficit figure, then minus 100% of such deficit); provided such
dividend is paid within 60 days of being declared. At June 30, 1994, the
aggregate amount available for dividends on common stock after providing for
dividends on the Series A 8 1/2% Preferred Stock was approximately $38.7
million.

Voting

Each share of common stock entitles the holder to one vote in the election
of directors and other corporate matters. The Company's Board of Directors is
classified into four (4) classes. Voting rights are non-cumulative. For a
description of articles of incorporation and bylaw provisions that would have
the effect of delaying, deferring or preventing a change in control of the
Company see "Certain Provisions that May Limit Changes in Control."

Right of First Refusal

The Company's Bylaws provide for a right of first refusal in favor of the
Company with respect to all of the Company's common stock except for 500,000
shares of Common Stock trading on Nasdaq and shares of common stock now held or
hereafter acquired by the ESOP Trust.

Transfer Agent

The transfer agent and registrar for the Securities is Chemical Trust
Company of California.

PLAN OF DISTRIBUTION

The Securities may be sold by the ESOP Trust from time to time, in ordinary
brokers' transactions through Nasdaq at the price prevailing at the time of such
sales. The commissions payable will be the regular commission a broker receives
for effecting such sales. The Securities may also be offered in block trades,
private transactions, or otherwise. The net proceeds to the ESOP Trust will be
the proceeds received by it upon such sales, less brokerage commissions. There
can be no assurance that the ESOP Trust will sell any or all of the Securities
registered hereunder.

46
<PAGE> 48

LEGAL OPINIONS

The validity of the Securities offered hereunder will be passed upon for
the Company by Lionel, Sawyer & Collins, 300 S. 4th Street, Suite 1700, Las
Vegas, Nevada 89101 in reliance with respect to matters of law of the State of
Arizona upon Snell & Wilmer, One Arizona Center, Phoenix, Arizona 85004.

EXPERTS

The consolidated financial statements of the Company as of March 31, 1994
and 1993 and for each of the years in the three-year period ended March 31, 1994
incorporated herein by reference to the Company's Registration Statement No.
33-54289, filed with the Commission, have been so incorporated in reliance on
the report (which contains an explanatory paragraph relating to certain
litigation described in Notes 14 and 21 to the consolidated financial
statements) of Price Waterhouse LLP, independent accountants, given upon the
authority of said firm as experts in auditing and accounting.

47
<PAGE> 49

======================================================
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER, ANY OF THE
UNDERWRITERS, OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.

__________________________

TABLE OF CONTENTS

PROSPECTUS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Information Incorporated by
Reference........................... 2
Prospectus Summary.................... 3
Risk Factors.......................... 5
The Company........................... 10
Capitalization........................ 11
Stockholder Matters................... 11
Selected Consolidated Financial
Data................................ 12
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 13
Business.............................. 28
Principal Stockholders................ 41
Certain Provisions that May Limit
Changes in Control.................. 44
Certain Transactions.................. 44
ESOP Trust............................ 45
Plan of Distribution.................. 45
Legal Opinions........................ 45
Experts............................... 45
</TABLE>
======================================================

======================================================
2,994,655 SHARES

AMERCO

PONDEROSA AMERCO
INSURANCE U-HAUL REAL ESTATE COMPANY
HOLDINGS ______

COMMON STOCK
________________________

PROSPECTUS
________________________

, 1994
======================================================
<PAGE> 50

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee........................ $17,555
Printing and Engraving Expenses............................................ 10,000*
Listing Fees............................................................... 17,500
Legal Fees and Expenses.................................................... 30,000*
Accounting Fees and Expenses............................................... 15,000*
Blue Sky Fees and Expenses................................................. 3,000*
Transfer Agent Fees........................................................ 2,500*
Other Expenses............................................................. 1,445*
-------
Total Expenses................................................... $97,000*
=======
</TABLE>

- ---------------
* Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada General Corporation Law requires the Company to indemnify
officers and directors for any expenses incurred by any officer or director in
connection with any actions or proceedings, whether civil, criminal,
administrative, or investigative, brought against such officer or director
because of his or her status as an officer or director, to the extent that the
director or officer has been successful on the merits or otherwise in defense of
the action or proceeding. The Nevada General Corporation Law permits a
corporation to indemnify an officer or director, even in the absence of an
agreement to do so, for expenses incurred in connection with any action or
proceeding if such officer or director acted in good faith and in a manner in
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation and such indemnification is authorized by the
stockholders, by a quorum of disinterested directors, by independent legal
counsel in a written opinion authorized by a majority vote of a quorum of
directors consisting of disinterested directors, or by independent legal counsel
in a written opinion if a quorum of disinterested directors cannot be obtained.
The Company's Restated Articles of Incorporation eliminate personal liability of
directors and officers, to the Corporation or its stockholders, for damages for
breach of their fiduciary duties as directors or officers, except for liability
(i) for acts or omissions that involve intentional misconduct, fraud, or a
knowing violation of law, or (ii) for the unlawful payment of dividends. In
addition, the Company's Bylaws provide that the Company shall indemnify, to the
fullest extent authorized or permitted by law, any person made, or threatened to
be made, a defendant in any threatened, pending, or completed action, suit, or
proceeding by reason of the fact that he or she was a director or officer of the
Company. The Company has also executed Indemnification Agreements that provide
that certain of the Company's directors and officers shall be indemnified and
held harmless by the Company to the fullest extent permitted by applicable law
or the Restated Articles of Incorporation or Bylaws of the Company. The Company
has established a trust fund with Harris Trust and Savings Bank as trustee in
order to fund its obligations under the Indemnification Agreements. The Company
has agreed to maintain a minimum balance in the trust fund of $1,000,000. The
Nevada General Corporation Law prohibits indemnification of a director or
officer if a final adjudication establishes that the officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were material to the cause of action. Despite the foregoing
limitations on indemnification, the Nevada General Corporation Law may permit an
officer or director to apply to the court for approval of indemnification even
if the officer or director is adjudged to have committed intentional misconduct,
fraud, or a knowing violation of the law. The Nevada General Corporation Law
also provides that indemnification of directors is not permitted for the
unlawful payment of distributions, except for those directors registering their
dissent to the payment of the distribution.

II-1
<PAGE> 51

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
_______ _______
<S> <C>
4(a) Restated Articles of Incorporation(1)
4(b) Form of Stock Certificate(2)
4(c) Bylaws
5(a) Opinion re Legality
5(b) Opinion re ERISA
23(a) Consent of Independent Accountants
23(b) Consent of Lionel, Sawyer & Collins (included in Exhibit 5(a))
23(c) Consent of Snell & Wilmer (included in Exhibit 99)
24 Power of Attorney (included on signature page of Registration Statement)
28 Information from Reports Furnished to State Insurance Regulatory Authorities(3)
99 Opinion of Snell & Wilmer
</TABLE>

- ---------------
(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, file no. 0-7862.

(2) Incorporated by reference to the Company's Registration Statement on Form
S-2 effective November 3, 1994, Registration No. 33-54289.

(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended March 31, 1994, file no. 0-7862.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.

(2) That, for purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
any registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be an
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-2
<PAGE> 52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on the 18th day of
November, 1994.

AMERCO

By: /s/ EDWARD J. SHOEN
------------------------------------
Edward J. Shoen
Chairman of the Board and President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Edward J. Shoen, Gary B. Horton, Rocky D. Wardrip, and Gary V.
Klinefelter and each of them, as attorney-in-fact, to sign in his name and
behalf, individually and in each capacity designated below, and to file any
amendments, including post-effective amendments to this registration statement.

<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------- ------------------
<S> <C> <C>

/s/ EDWARD J. SHOEN President and Chairman of November 18, 1994
- ------------------------------------------ the Board (Principal
Edward J. Shoen executive officer

/s/ GARY B. HORTON Treasurer (Principal November 18, 1994
- ------------------------------------------ financial and accounting
Gary B. Horton officer)

/s/ MARK V. SHOEN Director November 18, 1994
- ------------------------------------------
Mark V. Shoen

/s/ JAMES P. SHOEN Director November 18, 1994
- ------------------------------------------
James P. Shoen

Director
- ------------------------------------------
William E. Carty

Director
- ------------------------------------------
John M. Dodds

/s/ CHARLES J. BAYER Director November 18, 1994
- ------------------------------------------
Charles J. Bayer

Director
- ------------------------------------------
Richard J. Herrera

/s/ AUBREY K. JOHNSON Director November 18, 1994
- ------------------------------------------
Aubrey K. Johnson
</TABLE>

II-3
<PAGE> 53

EXHIBIT INDEX

EXHIBIT
NUMBER TITLE
_______ _____
<S> <C>
4(a) -- Restated Articles of Incorporation(1)
4(b) -- Form of Stock Certificate(2)
4(c) -- Bylaws
5(a) -- Opinion re Legality
5(b) -- Opinion re ERISA
23(a) -- Consent of Independent Accountants
23(b) -- Consent of Lionel, Sawyer & Collins (included in Exhibit 5(a))
23(c) -- Consent of Snell & Wilmer (included in Exhibit 99)
24 -- Power of Attorney (included on signature page of Registration
Statement)
28 -- Information from Reports Furnished to State Insurance Regulatory
Authorities(3)
99 -- Opinion of Snell & Wilmer
</TABLE>

- ---------------
(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, file no. 0-7862.

(2) Incorporated by reference to the Company's Registration Statement on Form
S-2 effective November 3, 1994, Registration No. 33-54289.

(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended March 31, 1994, file no. 0-7862.

<PAGE> 1

EXHIBIT 4(C)

RESTATED

BY-LAWS OF

AMERCO

A NEVADA CORPORATION

Date: As of November 18, 1994

ARTICLE I

SECTION 1. Offices:

The principal office and registered office of the corporation shall be
located in the State of Nevada at such locations as the Board of Directors may
from time to time authorize by resolutions. The corporation may have such other
offices either within or without the State of Nevada as the Board of Directors
may designate or as the business of the corporation may require from time to
time.

SECTION 2. References:

Any reference herein made to law will be deemed to refer to the law of the
State of Nevada, including any applicable provisions of Chapter 78 of Title 7,
Nevada Revised Statutes (or its successor), as at any given time in effect. Any
reference herein made to the Articles will be deemed to refer to the applicable
provision or provisions of the Articles of Incorporation of the corporation, and
all amendments thereto, as at any given time on file with the office of the
clerk of Washoe County, Nevada.

SECTION 3. Shareholders of Record:

The word "shareholder" as used herein shall mean one who is a holder of
record of shares in the corporation.

ARTICLE II

SHAREHOLDERS

SECTION 1. Annual Meeting:

An annual meeting of the shareholders for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting shall be held, within a reasonable
interval after the close of the fiscal year so that the information in the
annual report is relatively timely, on a date and at a time of day and place as
determined by the Board of Directors.

SECTION 2. Special Meetings:

a. Special meetings of the shareholders may be held whenever and
wherever called by the Chairman of the Board, a majority of the Board of
Directors, or upon the delivery of proper written request of the holders of
not less than fifty percent (50%) of all the shares outstanding and
entitled to vote at such meeting. The business which may be conducted at
any such special meeting will be confined to the purpose stated in the
notice thereof, and to such additional matters as the Chairman of such
meeting may rule to be germane to such purposes.

b. For purposes of this Section, proper written request for the call
of a special meeting shall be made by a written request specifying the
purposes for any special meeting requested and providing the information
required by Section 5 hereof. Such written request must be delivered either
in person or by registered or certified mail, return receipt requested, to
the Chairman of the Board, or such other person

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<PAGE> 2

as may be specifically authorized by law to receive such request. Within
thirty (30) days after receipt of proper written request, a special meeting
shall be called and notice given in the manner required by these By-Laws
and the meeting shall be held at a time and place selected by the Board of
Directors, but not later than ninety (90) days after receipt of such proper
written request. The shareholder(s) who request a special meeting of
shareholders must pay the corporation the corporation's reasonably
estimated cost of preparing and mailing a notice of a meeting of
shareholders before such notice is prepared and mailed.

SECTION 3. Notice:

Notice of any meeting of the shareholders will be given by the corporation
as provided by law to each shareholder entitled to vote at such meeting. Any
such notice may be waived as provided by law.

SECTION 4. Right to Vote:

For each meeting of the shareholders, the Board of Directors will fix in
advance a record date as contemplated by law, and the shares of stock and the
shareholders "entitled to vote" (as that or any similar term is herein used) at
any meeting of the shareholders will be determined as of the applicable record
date. The Secretary (or in his or her absence an Assistant Secretary) will see
to the making and production of any record of shareholders entitled to vote that
is required by law. Any such entitlement may be exercised through proxy, or in
such other manner as is specifically provided by law. No proxy shall be valid
after eleven (11) months from the date of its execution unless otherwise
provided by the proxy. In the event of contest, the burden of proving the
validity of any undated, irrevocable, or otherwise contested proxy will rest
with the person seeking to exercise the same. A telegram, cablegram, or
facsimile appearing to have been transmitted by a shareholder (or by his duly
authorized attorney-in-fact) may, in the discretion of the tellers, if any, be
accepted as a sufficiently written and executed proxy.

SECTION 5. Manner of Bringing Business Before the Meeting:

At any annual or special meeting of shareholders only such business
(including nomination as a director) shall be conducted as shall have been
properly brought before the meeting. In order to be properly brought before the
meeting, such business must be a proper subject for stockholder action under
Nevada law and must have either been (A) specified in the written notice of the
meeting (or any supplement thereto) given to shareholders on the record date for
such meeting by or at the direction of the Board of Directors, (B) brought
before the meeting at the direction of the Board of Directors or the Chairman of
the meeting, selected as provided in Section 9 of this Article II, or (C)
specified in a written notice given by or on behalf of a shareholder on the
record date for such meeting entitled to vote thereat or a duly authorized proxy
for such shareholder, in accordance with the following requirements. A notice
referred to in clause (C) hereof must be delivered personally to, or mailed to
and received at, the principal executive office of the corporation, addressed to
the attention of the Secretary, not more than ten (10) days after the date of
the initial notice referred to in clause (A) hereof, in the case of business to
be brought before a special meeting of shareholders, and not less than one
hundred and twenty (120) days prior to the anniversary date of the initial
notice referred to in clause (A) hereof with respect to the previous year's
annual meeting, in the case of business to be brought before an annual meeting
of shareholders. Such notice referred to in clause (C) hereof shall set forth
(i) a full description of each such item of business proposed to be brought
before the meeting and the reasons for conducting such business at such meeting,
(ii) the name and address of the person proposing to bring such business before
the meeting, (iii) the class and number of shares held of record, held
beneficially, and represented by proxy by such person as of the record date for
the meeting, if such date has been made publicly available, or as of a date not
later than thirty (30) days prior to the delivery of the initial notice referred
to in clause (A) hereof, if the record date has not been made publicly
available, (iv) if any item of such business involves a nomination for director,
all information regarding each such nominee that would be required to be set
forth in a definitive proxy statement filed with the Securities and Exchange
Commission pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended, or any successor thereto, and the written consent of each such nominee
to serve if elected, (v) any material interest of such shareholder in the
specified business, (vi) whether or not such shareholder is a member of any
partnership, limited partnership, syndicate,

2
<PAGE> 3

or other group pursuant to any agreement, arrangement, relationship,
understanding, or otherwise, whether or not in writing, organized in whole or in
part for the purpose of acquiring, owning, or voting shares of the corporation,
and (vii) all other information that would be required to be filed with the
Securities and Exchange Commission if, with respect to the business proposed to
be brought before the meeting, the person proposing such business was a
participant in a solicitation subject to Section 14 of the Securities Exchange
Act of 1934, as amended, or any successor thereto. No business shall be brought
before any meeting of the shareholders of the corporation otherwise than as
provided in this Section.

Notwithstanding compliance with the foregoing provisions, the Board of
Directors shall not be obligated to include information as to any shareholder
nominee for director or any other shareholder proposal in any proxy statements
or other communication sent to shareholders.

The Chairman of the meeting may, if the facts warrant, determine that any
proposed item of business or nomination as director was not brought before the
meeting in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the improper item of business
or nomination shall be disregarded.

SECTION 6. Right to Attend:

Except only to the extent of persons designated by the Board of Directors
or the Chairman of the meeting to assist in the conduct of the meeting, and
except as otherwise permitted by the Board or such Chairman, the persons
entitled to attend any meeting of shareholders may be confined to (i)
shareholders entitled to vote thereat and (ii) the persons upon whom proxies
valid for purposes of the meeting have been conferred or their duly appointed
substitutes (if the related proxies confer a power of substitution); provided,
however, that the Board of Directors or the Chairman of the meeting may
establish rules limiting the number of persons referred to in clause (ii) as
being entitled to attend on behalf of any shareholder so as to preclude such an
excessively large representation of such shareholder at the meeting as, in the
judgment of the Board or such Chairman, would be unfair to other shareholders
represented at the meeting or be unduly disruptive to the orderly conduct of
business at such meeting (whether such representation would result from
fragmentation of the aggregate number of shares held by such shareholder for the
purpose of conferring proxies, from the naming of an excessively large proxy
delegation by such shareholder, or from employment of any other device). A
person otherwise entitled to attend any such meeting will cease to be so
entitled if, in the judgment of the Chairman of the meeting, such person engages
thereat in disorderly conduct impeding the proper conduct of the meeting in the
interests of all shareholders as a group.

SECTION 7. Quorum Requirements:

One-third of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If less than one-third of the outstanding shares are represented
at a meeting, the majority of the shares so represented may adjourn the meeting
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting originally called.

SECTION 8. Tellers:

The Board of Directors, in advance of any shareholders meeting may appoint
one or more tellers to act at such meeting (and any adjournment thereof), and
may appoint one or more alternate tellers to serve (in the order designated) in
the absence of any teller or tellers so appointed. If any person appointed as a
teller or alternate teller fails to appear or to act, a substitute may be
appointed by the Chairman of the meeting. The tellers (acting through a majority
of them on any disputed matter) will determine the number of shares outstanding,
the authenticity, validity and effect of proxies, the credentials of persons
purporting to be shareholders or persons named or referred to in proxies, and
the number of shares represented at the meeting in person and by proxy; they
will receive and count votes, ballots, and consents and announce the results
thereof; they will hear and determine all challenges and questions pertaining to
proxies and voting; and, in

3
<PAGE> 4

general, they will perform such acts as may be proper to conduct elections and
voting with complete fairness to all shareholders.

No such teller need be a shareholder of the corporation. Unless otherwise
provided in the Articles of Incorporation or other governing instrument, each
shareholder shall be entitled to one vote for each share of stock held by him or
her, and, in the event a shareholder holds a fraction of a share or a full share
plus a fraction, any such fractional share shall be entitled to a proportionate
fraction of one vote or such other votes, if any, as is provided in the Articles
of Incorporation or other governing instrument.

SECTION 9. Organization and Conduct of Business:

Each shareholders meeting will be called to order and thereafter chaired by
the Chairman of the Board if there then is one; or, if not, or if the Chairman
of the Board is absent or so requests, then by the President; or if both the
Chairman of the Board and the President are unavailable, then by such other
officer of the corporation or such shareholder as may be appointed by the Board
of Directors. The Secretary (or in his or her absence an Assistant Secretary) of
the corporation will act as secretary of each shareholders meeting; if neither
the Secretary nor an Assistant Secretary is in attendance, the Chairman of the
meeting may appoint any person (whether a shareholder or not) to act as
secretary thereat. After calling a meeting to order, the Chairman thereof may
require the registration of all shareholders intending to vote in person, and
the filing of all proxies, with the teller or tellers, if one or more have been
appointed (or, if not, with the secretary of the meeting). After the announced
time for such filing of proxies has ended, no further proxies or changes,
substitutions, or revocations of proxies will be accepted. The Chairman of a
meeting will, among other things, have absolute authority to determine the order
of business to be conducted at such meeting and to establish rules for, and
appoint personnel to assist in, preserving the orderly conduct of the business
of the meeting (including any informal, or question and answer, portions
thereof). Any informational or other informal session of shareholders conducted
under the auspices of the corporation after the conclusion of or otherwise in
conjunction with any formal business meeting of the shareholders will be chaired
by the same person who chairs the formal meeting, and the foregoing authority on
his or her part will extend to the conduct of such informal session.

SECTION 10. Voting:

The number of shares voted on any matter submitted to the shareholders
which is required to constitute their action thereon or approval thereof will be
determined in accordance with applicable law, the Articles, and these By-Laws,
if applicable. Voting will be by ballot on any matter as to which a ballot vote
is demanded, prior to the time the voting begins, by any person entitled to vote
on such matter; otherwise, a voice vote will suffice. No ballot or change of
vote will be accepted after the polls have been declared closed following the
ending of the announced time for voting.

SECTION 11. Shareholder Approval or Ratification:

The Board of Directors may submit any contract or act for approval or
ratification at any duly constituted meeting of the shareholders, the notice of
which either includes mention of the proposed submittal or is waived as provided
by law. If any contract or act so submitted is approved or ratified by a
majority of the votes cast thereon at such meeting, the same will be valid and
as binding upon the corporation and all of its shareholders as it would be if
approved and ratified by each and every shareholder of the corporation.

SECTION 12. Informalities and Irregularities:

All informalities or irregularities in any call or notice of a meeting, or
in the areas of credentials, proxies, quorums, voting, and similar matters, will
be deemed waived if no objection is made at the meeting.

SECTION 13. Action Without a Meeting:

Shareholder action by written consent is prohibited.

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<PAGE> 5

SECTION 14. Application of Nevada Revised Statutes Sections 78.378 to 78.3793,
inclusive:

The provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada
Revised Statutes shall not apply to the exchange of shares of the corporation's
Series A Common Stock, 0.25 par value, for shares of the corporation's Common
Stock, $0.25 par value, held by Mark V. Shoen, James P. Shoen and Edward J.
Shoen or to any exchange of shares of the corporation's Common Stock, $0.25 par
value for shares of the corporation's Series A Common Stock, $0.25 par value
held by Mark V. Shoen, James P. Shoen and Edward J. Shoen.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. Number and Term 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 time
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 II, Class III 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 the
1990 Annual Meeting of Shareholders, Class I directors shall be elected for a
one-year term, Class II directors for a two-year term, Class III directors for a
three-year term, and Class IV directors for a four-year term. At each succeeding
annual meeting of shareholders, commencing in 1991, 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, there shall be no
classification of the additional directors until the next annual meeting of
shareholders.

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.

SECTION 2. Vacancies:

Newly created directorships resulting from an increase in the number of the
directors and any vacancy on the Board of Directors shall be filled by an
affirmative vote of a majority of the Board of Directors then in office. A
director elected by the Board of Directors to fill a vacancy shall hold office
until the next meeting of shareholders called for the election of directors and
until his or her successor shall be elected and shall qualify; provided,
however, that if a vacancy on the Board of Directors occurs or is filled after
the date by which a shareholder, acting in accordance with Article II, Section
5(C) of these By-Laws, may present a director nomination before the next meeting
of shareholders called for the election of directors, the director elected by
the Board of Directors to fill such vacancy shall hold office until the next
meeting of shareholders called for the election of directors at which a
shareholder, acting in accordance with Article II, Section 5(C) of these
By-Laws, may present a director nomination. This Section shall not apply to any
vacancies in the office of any "Preferred Stock Director," as defined in section
(e)(ii) of the Certificate of Designation, Preference, and Rights of Series A
Preferred Stock of AMERCO dated October 14, 1993, such vacancies shall be filled
pursuant to the terms of said section (e)(ii).

SECTION 3. Regular Meetings:

After the adjournment of the annual meeting of the shareholders of the
corporation, the newly elected Directors shall meet for the purpose of
organization, the election of officers, and the transaction of such other
business as may come before said meeting. No notice shall be required for such
meeting. The meeting may be

5
<PAGE> 6

held within or without the State of Nevada. Regular meetings, other than the
annual ones, may be held at regular intervals at such times and places as the
Board of Directors may provide.

SECTION 4. Special Meetings:

Special meetings of the Board of Directors may be called at any time by the
President or by any one member of the Board giving written notice thereof to the
President of said corporation, or said special meeting may be called without
notice by unanimous consent of all the members by the presence of all the
members of said board at any such meeting. The special meetings of the Board of
Directors may be held within or without the State of Nevada.

SECTION 5. Notice:

No notice need be given of regular meetings of the Board of Directors.
Notice of the time and place (but not necessarily the purpose or all of the
purposes) of any special meeting will be given to each director in person or by
telephone, or via mail or telegram addressed in the manner then appearing on the
corporation's records. Notice to any director of any such special meeting will
be deemed given sufficiently in advance when (i), if given by mail, the same is
deposited in the United States mail at least four days before the meeting date,
with postage thereon prepaid, (ii) if given by telegram, the same is delivered
to the telegraph office for fast transmittal at least 48 hours prior to the
convening of the meeting, (iii) if given by facsimile transmission, the same is
received by the director or an adult member of his or her office staff or
household, at least 24 hours prior to the convening of the meeting, or (iv) if
personally delivered or given by telephone, the same is handed, or the substance
thereof is communicated over the telephone, to the director or to an adult
member of his or her office staff or household, at least 24 hours prior to the
convening of the meeting. Any such notice may be waived as provided by law. No
call or notice of a meeting of directors will be necessary if each of them
waives the same in writing or by attendance. Any meeting, once properly called
and noticed (or as to which call and notice have been waived as aforesaid) and
at which a quorum is formed, may be adjourned to another time and place by a
majority of those in attendance.

SECTION 6. Quorum:

A majority of the Board of Directors shall constitute a quorum for the
transaction of business, except where otherwise provided by law or by these
By-Laws, but if at any meeting of the Board less than a quorum is present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained.

SECTION 7. Action by Telephone or Consent:

Any meeting of the Board or any committee thereof may be held by conference
telephone or similar communications equipment as permitted by law in which case
any required notice of such meeting may generally describe the arrangements
(rather than the place) for the holding thereof, and all other provisions herein
contained or referred to will apply to such meeting as though it were physically
held at a single place. Action may also be taken by the Board or any committee
thereof without a meeting if the members thereof consent in writing thereto as
contemplated by law.

SECTION 8. Order of Business:

The Board of Directors may, from time to time, determine the order of
business at their meeting. The usual order of business at such meetings shall be
as follows:

1st Roll Call; a quorum being present.

2nd Reading of minutes of the preceding meeting and action thereon.

3rd Consideration of communications of the Board of Directors.

4th Reports of officials and committees.

5th Unfinished business.

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<PAGE> 7

6th Miscellaneous business.

7th New business.

8th Adjournment.

SECTION 9. Voting:

Any matter submitted to a vote of the directors will be resolved by a
majority of the votes cast thereon. If during the course of any annual, regular
or special meeting of the Board of Directors, at which all the members of said
board are present and vote, there is a vote taken and the vote is evenly divided
between equal numbers of directors, then, and only then, the Chairman of the
Board of Directors shall break the deadlock by casting a second and deciding
vote. This power may be exercised by the Chairman of the Board as to any and
every issue that properly comes to the board for a vote, including, but not
limited to the election of officers.

ARTICLE IV

POWER OF DIRECTORS

SECTION 1. Generally:

The Government in control of the corporation shall be vested in the Board
of Directors.

SECTION 2. Special Powers:

The Board of Directors shall have, in addition to its other powers, the
express right to exercise the following powers:

1. To purchase, lease, and acquire, in any lawful manner any and all
real or personal property including franchises, stocks, bonds and
debentures of other companies, business and goodwill, patents, trademarks
in contracts, and interests thereunder, and other rights and properties
which in their judgment may beneficial for the purpose of this corporation,
and to issue shares of stock of this corporation in payment of such
property, and in payment for services rendered to this corporation when
they deem it advisable.

2. To fix and determine and to vary, from time to time, the amount or
amounts to be set aside or retained as reserve funds or as working capital
of this corporation.

3. To issue notes and other obligations or evidence of the debt of
this corporation, and to secure the same, if deemed advisable, and endorse
and guarantee the notes, bonds, stocks, and other obligations of other
corporations with or without compensation for so doing, and from time to
time to sell, assign, transfer or otherwise dispose of any of the property
of this corporation, subject, however, to the laws of the State of Nevada,
governing the disposition of the entire assets and business of the
corporation as a going concern.

4. To declare and pay dividends, both in the form of money and stock,
but only from the surplus or from the net profit arising from the business
of this corporation, after deducting therefrom the amounts, at the time
when any dividend is declared which shall have been set aside by the
Directors as a reserve fund or as a working fund.

5. To adopt, modify and amend the By-Laws of this corporation.

6. To periodically determine by Resolution of the Board the amount of
compensation to be paid to members of the Board of Directors in accordance
with Article 6, Section B, Sub-section viii of the Articles of
Incorporation.

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<PAGE> 8

ARTICLE V

SECTION 1. Committees:

From time to time the Board of Directors, by affirmative vote of a majority
of the whole Board may appoint any committee or committees for any purpose or
purposes, and such committee or committees shall have and may exercise such
powers as shall be conferred or authorized by the resolution of appointment.
Provided, however, that such committee or committees shall at no time have more
power than that authorized by law.

ARTICLE VI

OFFICERS

SECTION 1. Officers:

The officers of the corporation shall consist of the Chairman of the Board,
a President, one or more Vice-Presidents, Secretary, Assistant Secretaries,
Treasurer, Assistant Treasurer, a resident agent and such other officers as
shall from time to time be provided for by the Board of Directors. Such officers
shall be elected by ballot or unanimous acclamation at the meeting of the Board
of Directors after the annual election of Directors. In order to hold any
election there must be quorum present, and any officer receiving a majority vote
shall be declared elected and shall hold office for one year and until his or
her respective successor shall have been duly elected and qualified; provided,
however, that all officers, agents and employees of the corporation shall be
subject to removal from office pre-emptorily by vote of the Board of Directors
at any meeting.

SECTION 2. Powers and Duties of Chairman of the Board:

The Chairman of the Board of Directors will serve as a general executive
officer, but not necessarily as a full-time employee, of the corporation. He or
she shall preside at all meetings of the shareholders and of the Board of
Directors, shall have the powers and duties set forth in these By-Laws, and
shall do and perform such other duties as from time to time may be assigned by
the Board of Directors.

SECTION 3. Powers and Duties of President:

The President shall at all times be subject to the control of the Board of
Directors. He shall have general charge of the affairs of the corporation. He
shall supervise over and direct all officers and employees of the corporation
and see that their duties are properly performed. The President, in conjunction
with the Secretary, shall sign and execute all contracts, notes, mortgages, and
all other obligations in the name of the corporation, and with the Secretary or
Assistant Secretary shall sign all certificates of the shares of the capital
stock of the corporation.

The President shall each year present an annual report of the preceding
year's business to the Board of Directors at a meeting to be held immediately
preceding the annual meeting of the shareholders, which report shall be read at
the annual meeting of the shareholders. The President shall do and perform such
other duties as from time to time may be assigned by the Board of Directors to
him.

Notwithstanding any provision to the contrary contained in the By-Laws of
the corporation, the Board may at any time and from time to time direct the
manner in which any person or persons by whom any particular contract, document,
note or instrument in writing of the corporation may or shall be signed by and
may authorize any officer or officers of the corporation to sign such contracts,
documents, notes or instruments.

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<PAGE> 9

SECTION 4. Powers and Duties of Vice-President:

The Vice-President shall have such powers and perform such duties as may be
assigned to him by the Board of Directors of the corporation and in the absence
or inability of the President, the Vice-President shall perform the duties of
the President.

SECTION 5. Powers and Duties of the Secretary and Assistant Secretary:

The Secretary of said corporation shall keep the minutes of all meetings of
the Board of Directors and the minutes of all meetings of the shareholders, and
also when requested by a committee, the minutes of such committee, in books
provided for the purpose. He shall attend to the giving and serving of notice of
the corporation. It shall be the duty of the Secretary to sign with the
President, in the name of the corporation, all contracts, notes, mortgages, and
other instruments and other obligations authorized by the Board of Directors,
and when so ordered by the Board of Directors, he shall affix the Seal of
corporation thereto. The Secretary shall have charge of all books, documents,
and papers properly belonging to his office, and of such other books and papers
as the Board of Directors may direct. In the absence or inability of the
Secretary, the Assistant Secretary shall perform the duties of the Secretary.

Execution of Instruments:

In addition to the provisions of any previous By-Laws respecting the
execution of instruments of the corporation, the Board of Directors may from
time to time direct the manner in which any officer or officers or by whom any
particular deed, transfer, assignment, contract, obligation, certificate,
promissory note, guarantee and other instrument or instruments may be signed on
behalf of the corporation and any acts of the Board of Directors subsequent to
the 1st day of December, 1978 in accordance with the provision of this By-Law
are hereby adopted, ratified and confirmed as actions binding upon and
enforceable against the corporation.

SECTION 6. Powers and Duties of Treasurer and Assistant Treasurer:

The Treasurer shall have the care and custody of all funds and securities
of the corporation, and deposit the same in the name of the corporation in such
bank or banks or other depository as the Directors may select. He shall sign
checks, drafts, notices, and orders for the payment of money, and he shall pay
out and dispose of the same under the direction of the Board of Directors, but
checks may be signed as directed by the Board by resolution. The Treasurer shall
generally perform the duties of and act as the financial agent for the
corporation for the receipts and disbursements of its funds. He shall give such
bond for the faithful performance of his duties as the Board of Directors may
determine. The office of the Treasurer of said corporation may be held by the
same person holding the President, Vice-President or Secretary's office,
provided the Board of Directors indicates the combination of these offices. In
the absence or inability of the Treasurer, the Assistant Treasurer shall perform
the duties of the Treasurer.

SECTION 7. Indemnification:

The corporation shall indemnify, to the fullest extent authorized or
permitted by law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than such law permitted
the corporation to provide prior to such amendment), any person made, or
threatened to be made, a defendant or witness to any threatened, pending or
completed action, suit, or proceeding (whether civil, criminal, administrative,
investigative or otherwise) by reason of the fact that he or she, or his or her
testator or intestate, is or was a director or officer of the corporation or by
reason of the fact that such director or officer, at the request of the
corporation, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. Nothing contained
herein shall diminish any rights to indemnification to which employees or agents
other than directors or officers may be entitled by law, and the corporation may
indemnify such employees and agents to the fullest extent and in the manner
permitted by law. The rights to indemnification set forth in this Article VI,
Section 7 shall not be exclusive of any other rights to which any

9
<PAGE> 10

person may be entitled under any statute, provision of the Articles of
Incorporation, bylaw, agreement, contract, vote of shareholders or disinterested
directors, or otherwise.

In furtherance and not in limitation of the powers conferred by statute:

1. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is serving in any capacity, at the request of the
corporation, any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability or expense
incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to
indemnify him or her against such liability or expense under the provisions
of law; and

2. The corporation may create a trust fund, grant a security interest
or lien on any assets of the corporation and/or use other means (including,
without limitation, letters of credit, guaranties, surety bonds and/or
other similar arrangements), and enter into contracts providing
indemnification to the full extent authorized or permitted by law and
including as part thereof provisions with respect to any or all of the
foregoing to ensure the payment of such amounts as may become necessary to
effect indemnification as provided therein, or elsewhere.

ARTICLE VII

STOCK AND CERTIFICATES AND TRANSFERS

SECTION 1. Stock and Certificates and Transfers:

All certificates for the shares of the capital stock of the corporation
shall be signed by the President or Vice-President, and Secretary or Assistant
Secretary. Each certificate shall show upon its face that the corporation is
organized under the laws of Nevada, the number and par value, if any, of each
share represented by it, and the name of the person owning the shares
represented thereby, with the number of each share and the date of issue. The
transfer of any share or shares of stock in the corporation may be made by
surrender of the certificate issued therefor, and the written assignment thereof
by the owner or his duly authorized Attorney in Fact. Upon such surrender and
assignment, a new certificate shall be issued to the Assignee as he may be
entitled, but without such surrender and assignment no transfer of stock shall
be recognized by the corporation. The Board of Directors shall have the power
concerning the issue, transfer and registration of certificates for agents and
registrars of transfer, and may require all stock certificates to bear
signatures of either or both. The stock transfer books shall be closed ten days
before each meeting of the shareholders and during such period no stock shall be
transferred.

SECTION 2. Right of First Refusal on Its Common Stock, $0.25 par value:

a. In case any holder of shares of the corporation's common stock,
$0.25 par value, and Series A Common Stock, $0.25 par value (collectively,
the "Common Stock") shall wish to make any sale, transfer or other
disposition of all or any part of the Common Stock held by him, he shall
first notify the Secretary of the corporation in writing designating the
number of shares of Common Stock which he desires to dispose of, the
name(s) of the person(s) to whom such shares are to be disposed of, and the
bona fide cash price at which such shares are to be disposed of.

b. The corporation shall have a period of 30 calendar days following
the date of its receipt of such notice to determine whether it wishes to
purchase such shares at the price stated therein. Such determination shall
be made by the corporation by its delivery to such holder of a written
acceptance of such offer within such 30-day period. Such written acceptance
shall specify the date (to be not later than the tenth calendar day
following the date on which such 30-day period expired), time and place at
which such holder shall deliver to the corporation the certificate(s) for
the shares of Common Stock to be so sold against the delivery by the
corporation of a certified or bank cashier's check in the amount of the
purchase price therefor.

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<PAGE> 11

c. If the corporation shall not so accept such offer within such
30-day period, then such holder shall be entitled, for a period of 90 days
commencing on the first day after the date on which such 30-day period
expires, to dispose of all or any part of the shares of Common Stock
designated in such notice to the corporation at the price set forth therein
to the prospective named transferee(s) and such transferee(s) shall be
entitled to have such shares transferred upon the books of the corporation
upon its acquisition thereof at such price. If such holder shall not
dispose of all or any part of such shares within such 90-day period (or, in
the event of a sale of part thereof, the shares remaining untransferred),
such shares shall continue to be subject in all respects to the provision
of this Article VII, Sec. 2.

d. All certificates for shares of Common Stock shall, so long as the
provisions of this Article VII, Sec. 2 shall be in effect, bear the
following legend:

"The transfer of the shares represented by this certificate is
subject to a right of first refusal by the corporation as provided in
its By-Laws, and no transfer of this certificate or the shares
represented hereby shall be valid or effective unless and until such
provision of the By-Laws shall have been met. A copy of the By-Laws
of the corporation is available for inspection at the principal
office of the corporation."

e. The provisions of this Article VII, Sec. 2 may be terminated or
modified at any time by the affirmative vote of not less than a majority of
the then number of directors of the corporation. Each holder of shares of
Common Stock shall be notified of any such termination and shall have the
right to exchange his outstanding certificate for such shares for a
certificate without the aforesaid legend.

f. The provisions of this Article VII, Sec. 2 may be extended to other
classes or series of the corporation's stock prior to the issuance thereof
upon the affirmative vote of not less than a majority of the then number of
directors of the corporation.

g. The provisions of Section 2 of Article VII shall not apply to the
500,000 shares of the Company's Common Stock sold to the public by Sophia
M. Shoen or to shares of the Company's Common Stock now held or hereafter
acquired by the Trust under the AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Plan.

SECTION 3. Lost Certificates:

In the event of the loss, theft or destruction of any certificate
representing shares of stock of this corporation, the corporation may issue (or,
in the case of any such stock as to which a transfer agent and/or registrar have
been appointed, may direct such transfer agent and/or register to countersign,
register and issue) a replacement certificate in lieu of that alleged to be
lost, stolen or destroyed, and cause the same to be delivered to the owner of
the stock represented thereby, provided that the owner shall have submitted such
evidence showing the circumstances of the alleged loss, theft or destruction,
and his or her ownership of the certificate as the corporation considers
satisfactory, together with any other facts which the corporation considers
pertinent, and further provided that an indemnity agreement and/or indemnity
bond shall have been provided in form and amount satisfactory to the corporation
and to its transfer agents and/or registrars, if applicable.

ARTICLE VIII

FISCAL YEAR

SECTION 1. Fiscal Year:

The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.

<PAGE> 1

EXHIBIT 5(A)

November 22, 1994
AMERCO
1325 Airmotive Way, Suite 100
Reno, Nevada 89502

RE: Registration Statement on Form S-3

Gentlemen:

You have requested our opinion as special Nevada counsel for AMERCO, a
Nevada corporation ("AMERCO"), in connection with the registration of 2,994,655
shares of Common Stock currently held by the Trust under the AMERCO Employee
Savings, Profit Sharing and Employee Stock Ownership Plan ("ESOP Trust Common
Stock"). The ESOP Trust Common Stock is the subject of a Registration Statement
on Form S-3 (the "Registration Statement").

In connection with this opinion, we have examined:

1. Registration Statement;

2. the Articles of Incorporation of AMERCO, as amended, certified by
the Nevada Secretary of State;

3. the Bylaws of AMERCO certified by the Secretary of AMERCO;

4. resolutions heretofore adopted by the Board of Directors of AMERCO
authorizing the issuance of the ESOP Trust Common Stock;

5. copies of the stock certificates representing the ESOP Trust Common
Stock; and

6. opinion of Snell & Wilmer, in the form attached hereto as Exhibit
A.

We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of all copies of all documents submitted
to us. We have relied upon the certificates of all public officials and
corporate officers with respect to the accuracy of all matters contained
therein. We have relied upon the opinion of Snell & Wilmer as to matters
contained therein.

In rendering the opinion set forth herein, we have further assumed the
Registration Statement being declared effective by the Securities and Exchange
Commission (the "Commission");

Based upon the foregoing, we are of the opinion that:

1. The shares of ESOP Trust Common Stock issued by AMERCO to the ESOP
Trust are validly issued, fully paid and nonassessable.

2. Under the laws of the State of Nevada, no personal liability will
attach to the holders of any of the ESOP Trust Common Stock by reason of
their ownership thereof.

We disclaim liability as an expert under the securities laws of the United
States or any other jurisdiction.

Nothing herein shall be deemed an opinion as to the laws of any
jurisdiction other than the State of Nevada.

This opinion is intended solely for the use of AMERCO in connection with
the registration of the ESOP Trust Common Stock. It may not be relied upon by
any other person or for any other purpose, or reproduced or filed publicly by
any person, without the written consent of this firm; provided, however, we
hereby consent to the filing of this opinion as Exhibit 5(a) to the Registration
Statement and to the references to this firm contained in the Registration
Statement.

Very truly yours,

LIONEL SAWYER & COLLINS
<PAGE> 2

November 23, 1994

AMERCO
1325 Airmotive Way
Suite 100
Reno, Nevada 89502-3239

Gentlemen:

We are familiar with the pleadings and rulings in the action pending in the
Superior Court of Arizona in and for the county of Maricopa entitled Samuel W.
Shoen, M.D., et al. v. Edward J. Shoen, et al. (No. CV88-20139) (the
"Shareholder Litigation") and with the contested issues in the private
arbitration proceedings commenced by Sophia M. Shoen and Paul F. Shoen (the
"Arbitration"). Based upon our familiarity with the foregoing, it is our opinion
that as of the date of this opinion nothing in the Shareholder Litigation or the
Arbitration impairs the right, power, and authority of AMERCO, acting through
its current officers and directors, to authorize, execute, and file with the
Securities and Exchange Commission the Registration Statement on Form S-3
registering 2,994,655 shares of Common Stock held by the trust under the AMERCO
Employee Savings, Profit Sharing and Employee Stock Ownership Plan.

Nothing herein shall be deemed an opinion as to the laws of any
jurisdiction other than the State of Arizona.

We hereby consent to the filing of this opinion as an exhibit to Exhibit
5(a) to the Registration Statement on Form S-3 filed by AMERCO with the
Securities and Exchange Commission and to the references to this firm contained
in such Registration Statement.

Very truly yours,

SNELL & WILMER

<PAGE> 1

EXHIBIT 5(B)

November 22, 1994

AMERCO
1325 Airmotive Way, Suite 100
Reno, Nevada 89502-3239

Re: AMERCO (the "Company") Registration Statement on Form S-3

Dear Gentlemen:

In connection with the Company's Registration Statement on Form S-3
registering 2,994,655 shares of the Company's Common Stock held under the AMERCO
Employee Savings, Profit Sharing and Employee Stock Ownership Plan ("Plan"), you
have asked us to render an opinion that the written documents constituting the
Plan are consistent with the applicable requirements of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").

In connection with rendering this opinion we have reviewed the following
documents (collectively referred to herein as the "Documents"):

1. AMERCO Savings, Profit Sharing and Employee Stock Ownership Plan,
dated December 21, 1993;

2. First Amendment to the AMERCO Savings, Profit Sharing and Employee
Stock Ownership Plan, dated June 6, 1994;

3. Trust Agreement for the AMERCO Savings, Profit Sharing and Employee
Stock Ownership Plan, dated July 24, 1988;

4. First Amendment to the Trust Agreement for the AMERCO Savings,
Profit Sharing and Employee Stock Ownership Plan, dated December 21, 1993;

5. ESOP Trust Agreement for the AMERCO Savings, Profit Sharing and
Employee Stock Ownership Plan, dated July 24, 1988; and

6. First Amendment to the ESOP Trust Agreement for the AMERCO Savings,
Profit Sharing and Employee Stock Ownership Plan, dated December 21, 1993.

In rendering this opinion, we have assumed the following:

1. The genuineness of all signatures and the authenticity of those
Documents provided to us as originals, and the conformity to originals of
those Documents provided to us as copies;

2. The legal capacity of the persons who executed the Documents; and

3. The Documents comprise all of the "written documents constituting
the plan" as that phrase is used in 17 CFR sec. 229.601(b)(5)(ii)(A).

Based on the foregoing, and subject to the qualifications, limitations, and
exception set forth herein, we are of the opinion that the Documents are
consistent with the applicable requirements of ERISA.

One exception to the above opinion is that the Plan's amendment procedure
may not satisfy ERISA Section 402(b)(3) as interpreted by the Third Circuit in
Schoonejongen v. Curtiss-Wright Corporation, 18 F.3d. 1034 (3rd Cir. 1994).
ERISA Section 402(b)(3) requires that an ERISA plan set forth a procedure for
amending the plan and identify the persons who have the authority to amend the
plan. The Plan's amendment procedure is substantially the same procedure that
the Third Circuit determined to be inadequate in Curtiss-Wright. We disagree
with the reasoning in the Curtiss-Wright decision and no comparable decision has
been rendered in the Ninth Circuit. The Curtiss-Wright decision is on appeal to
the Supreme Court of the United States. The Company has given us its
certification that, if the Supreme Court affirms the Curtiss-Wright decision,
the Company will amend the Plan to clarify the procedure for amending the Plan.
<PAGE> 2

November 22, 1994
Page 2

Our opinion is limited solely to compliance with ERISA itself. We express
no opinion with respect to any other federal, state, or local statute or law or
any administrative regulation.

We have not undertaken the review necessary to determine whether the Plan
has been administered in a manner that is consistent with the Documents or
ERISA. To that end, we express no opinion as to whether the Plan has been
operated in a manner consistent with the requirements of the Documents, ERISA,
or any other federal, state, or local statute or law or administrative
regulation.

Our opinion is based upon the provisions of ERISA as in effect on the date
of this letter, and we assume no obligation to revise or supplement this opinion
should such law be changed by legislative action, judicial decision, or
otherwise, or should any documents or other matters upon which we have relied be
changed.

This opinion is furnished to and for the sole benefit of AMERCO for use in
connection with the Registration Statement on Form S-3 as described herein and
may not be made available to or relied upon by other persons or entities without
our prior written consent.

Very truly yours,

SNELL & WILMER

<PAGE> 1

EXHIBIT 23(A)

CONSENT OF INDEPENDANT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
June 24, 1994, except as to Notes 14 and 21, which are as of August 15, 1994 and
October 13, 1994, respectively, appearing on page F-2 of AMERCO's Registration
Statement No. 33-54289, filed with the Securities and Exchange Commission, for
the year ended March 31, 1994. We also consent to the reference to us under the
heading "Experts" in such Prospectus.

Price Waterhouse LLP

November 22, 1994
Phoenix, Arizona

<PAGE> 1

EXHIBIT 99

November 21, 1994

AMERCO
2727 North Central Avenue
Phoenix, Arizona 85004

Gentlemen:

We are counsel to the individual defendants, except Paul F. Shoen, in the
lawsuit entitled Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et al., No.
CV88-20139, instituted August 2, 1988 in the Superior Court of Maricopa County,
Arizona (the "1988 lawsuit"). We are familiar with the trial record, and the
post-trial motions in the 1988 lawsuit. You have requested our opinion as to the
likelihood that the Court will significantly reduce the jury's verdict in the
1988 lawsuit.

Although we cannot guarantee an outcome, it is our opinion, based on the
trial record and applicable law, that it is probable that the Court will order a
significant reduction in the jury's verdict or order a new trial on the issue of
damages. We cannot predict the specific amount of such verdict reduction. Based
on the evidence introduced at trial, however, we do not believe that the
verdict, as reduced by the Court, should exceed $497 million. It is also
possible that the Court will enter judgment in favor of the defendants or order
a new trial on all issues.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement filed by AMERCO with the Securities and Exchange
Commission on Form S-3 and to the references to this firm contained in such
Registration Statement.

Sincerely,

SNELL & WILMER