U HAUL INTERNATIONAL INC, 10-Q, 1996-02-15

U HAUL INTERNATIONAL INC
10-Q, 1996-02-15
AUTOMOTIVE REPAIR, SERVICES & PARKING

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<PAGE> 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification No.
_______________________________________________________________________

0-7862 AMERCO 88-0106815
(A Nevada Corporation)
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502-3239
Telephone (702) 688-6300

2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ].

27,028,428 shares of AMERCO Common Stock, $0.25 par value and 5,762,495
shares of AMERCO Series A common stock, $0.25 par value were
outstanding at February 14, 1996.

5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par
value, were outstanding at February 14, 1996. U-Haul International,
Inc. meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.

<PAGE> 2
TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

a) Consolidated Balance Sheets as of December 31, 1995,
March 31, 1995 and December 31, 1994..................... 4

b) Consolidated Statements of Earnings for the
Nine Months ended December 31, 1995 and 1994.............. 6

c) Consolidated Statements of Changes in Stockholders'
Equity for the Nine Months ended December 31, 1995
and 1994.................................................. 7

d) Consolidated Statements of Earnings for the
Quarters ended December 31, 1995 and 1994................ 9

e) Consolidated Statements of Cash Flows for the
Nine Months ended December 31, 1995 and 1994.............. 10

f) Notes to Consolidated Financial Statements -
December 31, 1995, March 31, 1995 and
December 31, 1994........................................ 11

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 18

PART II. OTHER INFORMATION

Item 1. Legal Proceedings............................................. 30
Item 6. Exhibits and Reports on Form 8-K.............................. 34

<PAGE> 3
THIS PAGE LEFT
INTENTIONALLY BLANK

<PAGE> 4
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

<TABLE>
AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Balance Sheets

<CAPTION>
December 31 March 31, December 31,
ASSETS 1995 1995 1994
-----------------------------------
(unaudited) (audited) (unaudited)
(in thousands)

<S> <C> <C> <C>
Cash and cash equivalents $ 39,043 35,286 38,015
Receivables 336,358 300,238 299,662
Inventories 49,645 50,337 50,552
Prepaid expenses 17,824 25,933 25,236
Investments, fixed maturities 830,594 705,428 697,728
Investments, other 141,325 135,220 97,337
Deferred policy acquisition costs 53,162 49,244 48,296
Other assets 19,911 30,057 17,743
---------- --------- ---------
Property, plant and equipment, at
cost:
Land 214,384 214,033 205,622
Buildings and improvements 752,704 735,624 730,928
Furniture and equipment 185,504 179,016 175,268
Rental trailers and other rental
equipment 256,139 245,892 235,945
Rental trucks 933,727 913,641 899,958
General rental items 47,345 51,890 52,701
--------- --------- ---------
2,389,803 2,340,096 2,300,422
Less accumulated depreciation 1,128,870 1,065,850 1,037,569
--------- --------- ---------
Total property, plant and
equipment 1,260,933 1,274,246 1,262,853
--------- --------- ---------

$ 2,748,795 2,605,989 2,537,422
========= ========= =========
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>

December 31, March 31, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1995 1994
------------ ---------- ----------------
(unaudited) (audited) (unaudited)
(in thousands)
<S> <C> <C> <C>
Liabilities:
Accounts payable and accrued
liabilities $ 132,043 127,613 118,881
Notes and loans 890,633 881,222 827,592
Policy benefits and losses, claims 487,652 475,187 467,051
and loss expenses payable
Liabilities from premium deposits 393,572 304,979 290,529
Cash overdraft 28,847 31,363 23,948
Other policyholders' funds and
liabilities 23,015 20,378 9,071
Deferred income 9,613 7,426 12,676
Deferred income taxes 88,246 71,037 82,097
-------- ------- -------

Stockholders' equity:
Serial preferred stock, with or
without par value, authorized
50,000,000 shares; 6,100,000
issued without par value and
outstanding as of December 31, 1995,
March 31, 1995 and December 31, 1994 - - -
Serial common stock, with or with-
out par value, authorized 150,000,000
shares - - -
Series A common stock of $0.25 par
value, authorized 10,000,000 shares,
issued 5,762,495 shares as of
December 31, 1995, March 31, 1995
and December 31, 1994 1,441 1,441 1,441
Common stock of $0.25 par value,
authorized 150,000,000 shares, issued
34,237,505 shares as of December 31,
1995, March 31, 1995 and
December 31, 1994 8,559 8,559 8,559
Additional paid-in capital 165,756 165,675 165,677
Foreign currency translation (11,895) (12,435) (12,307)
Unrealized gain(loss) on investments 5,635 (6,483) (3,714)
Retained earnings 610,076 561,589 576,189
779,572 718,346 735,845
-------- -------- -------
Less:

Cost of common shares in treasury,
(4,724,013 shares as of December 31,
1995 and 1,335,937 shares as of
March 31, 1995 and December 31, 1994) 61,069 10,461 10,461
Unearned employee stock
ownership plan shares 23,329 21,101 19,807
-------- --------- --------
Total stockholders' equity 695,174 686,784 705,577

Contingent liabilities and commitments

$ 2,748,795 2,605,989 2,537,422
========= ========= =========
</TABLE>
<PAGE> 6
<TABLE>
AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Earnings

Nine Months ended December 31,
(Unaudited)

<CAPTION>
1995 1994
--------------------
(in thousands except
per share data)

<S> <C> <C>
Revenues
Rental and other revenue $ 722,228 704,026
Net sales 136,666 131,098
Premiums 116,256 108,659
Net investment income 34,078 32,928
--------- --------
Total revenues 1,009,228 976,711

Costs and expenses
Operating expense 545,940 491,010
Advertising expense 31,759 21,688
Cost of sales 81,917 72,634
Benefits and losses 113,435 108,363
Amortization of deferred acquisition
costs 12,114 8,521
Depreciation 79,049 112,631
Interest expense 52,684 50,871
--------- --------
Total costs and expenses 916,898 865,718

Pretax earnings from operations 92,330 110,993
Income tax expense (34,120) (39,602)
--------- --------

Net earnings $ 58,210 71,391
========= ========

Earnings per common share:
Net earnings $ 1.32 1.67
========= ========

Weighted average common shares outstanding 36,796,961 37,025,575
========== ==========

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

</TABLE>
<PAGE> 7
<TABLE>

AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Changes in Stockholders' Equity

Nine Months ended December 31,
(Unaudited)

<CAPTION>
1995 1994
------ ------
(in thousands)
<S> <C> <C>
Series A common stock of $0.25 par
value: Authorized 10,000,000 shares,
issued 5,762,495 as of December 31, 1995,
March 31, 1995 and December 31, 1994
Beginning of period $ 1,441 1,438
Exchange for Series A common stock - 871
Exchange for common stock - (868)
------- -------
End of period 1,441 1,441
------- -------

Common stock of $0.25 par value:
Authorized 150,000,000 shares, issued
34,237,505 as of December 31, 1995,
March 31, 1995 and December 31, 1994
Beginning of period 8,559 8,562
Exchange for Series A common stock - (871)
Exchange for common stock - 868
------- -------
End of period 8,559 8,559
------- -------
Additional paid-in capital:
Beginning of period 165,675 165,651
Issuance of common shares under ESOP 81 26
------- -------
End of Period 165,756 165,677
------- -------

Foreign currency translation:
Beginning of period (12,435) (11,152)
Change during period 540 (1,155)
------- -------
End of period (11,895) (12,307)
------- -------

Unrealized gain (loss) on investments:
Beginning of period (6,483) 679
Change during period 12,118 (4,393)
------- -------

End of period 5,635 (3,714)
------- -------

Retained earnings:
Beginning of period 561,589 514,521
Net earnings 58,210 71,391
Dividends paid to stockholders:
Preferred stock: ($1.59 per share
for 1995 and 1994, respectively) (9,723) (9,723)
------- -------

End of period 610,076 576,189
------- -------

<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 8
<TABLE>

AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Changes in Stockholders' Equity

Nine Months ended December 31,
(Unaudited)

<CAPTION>
1995 1994
------ ------
(in thousands)
<S> <C> <C>
Less:
Treasury stock:
Beginning of period 10,461 10,461
Net increase (3,388,076 shares in 1996) 50,608 -
------- -------

End of period 61,069 10,461
------- -------
Unearned employee stock ownership
plan shares:
Beginning of period 21,101 17,451
Increase in loan 4,576 4,378
Proceeds from loan (2,348) (2,022)
------- -------

End of period 23,329 19,807
------- -------

Total stockholders' equity $ 695,174 705,577
======= =======

<FN>

The accompanying notes are an integral part of these
consolidated
financial statements.
</TABLE>
<PAGE> 9

AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Earnings

Quarters ended December 31,
(Unaudited)

1995 1994
------- --------
(in thousands except
per share data)

Revenues
Rental and other revenue $ 217,799 209,881
Net sales 33,991 33,410
Premiums 44,871 41,062
Net investment income 10,791 10,505
--------- ---------
Total revenues 307,452 294,858

Costs and expenses
Operating expense 192,755 165,646
Advertising expense 7,698 7,332
Cost of sales 23,916 19,346
Benefits and losses 45,336 42,084
Amortization of deferred acquisition
costs 4,315 2,845
Depreciation 2,774 37,876
Interest expense 17,130 17,574
--------- ---------
Total costs and expenses 293,924 292,703

Pretax earnings from operations 13,528 2,155
Income tax expense (5,827) (248)
--------- ---------

Net earnings $ 7,701 1,907
========= =========

Earnings per common share:
Net earnings $ 0.13 (0.04)
========= =========

Weighted average common shares outstanding 34,527,233 36,969,310
========== ==========

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

<PAGE> 10
AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Cash Flows

Nine Months ended December 31,
(Unaudited)
1995 1994
-------- -------
(in thousands)
Cash flows from operating activities:
Net earnings $ 58,210 71,391
Depreciation and amortization 92,525 124,409
Provision for losses on accounts
receivable 3,734 2,855
Net gain on sale of real and personal
property 2,692 (1,159)
Gain on sale of investments (4,525) (798)
Changes in policy liabilities and
accruals 11,479 25,076
Additions to deferred policy
acquisition costs (18,599) (8,971)
Net change in other operating assets
and liabilities 4,564 (12,414)
-------- --------
Net cash provided by operating activities 150,080 200,389
-------- --------

Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (207,465) (322,130)
Fixed maturities (247,166) (112,067)
Real estate (7,151) (8)
Mortgage loans (7,384) (77,194)
Proceeds from sale of investments:
Property, plant and equipment 139,881 123,653
Fixed maturities 145,068 132,854
Real estate 614 564
Mortgage loans 21,918 8,632
Changes in other investments (1,466) (1,275)
-------- --------
Net cash used by investing activities (163,151) (246,971)
-------- --------

Cash flows from financing activities:
Net change in short-term borrowings (28,500) 121,250
Proceeds from notes 140,141 66,000
Loan to leveraged employee stock
ownership plan (4,576) (4,378)
Proceeds from leveraged employee stock
ownership plan 2,348 2,022
Principal payments on notes (102,230) (83,422)
Debt issuance costs (1,628) (804)
Net change in cash overdraft (2,516) (2,611)
Dividends paid (9,723) (9,723)
Purchase of treasury shares (65,081) -
Investment contract deposits 133,096 19,561
Investment contract withdrawals (44,503) (41,740)
-------- --------
Net cash provided by
financing activities 16,828 66,155
-------- --------
Increase in cash and
cash equivalents 3,757 19,573
Cash and cash equivalents at
beginning of period 35,286 18,442
-------- --------
Cash and cash equivalents at
end of period $ 39,043 38,015
======== ========

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

<PAGE> 11
AMERCO AND CONSOLIDATED SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995, March 31, 1995 and December 31, 1994
(Unaudited)

1. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the
parent corporation, AMERCO, and its subsidiaries, all of which
are wholly-owned. All material intercompany accounts and
transactions of AMERCO and its subsidiaries (herein called the
"Company" or the "consolidated group") have been eliminated.
The consolidated balance sheets as of December 31, 1995 and
1994, and the related consolidated statements of earnings,
changes in stockholders' equity and cash flows for the nine
months ended December 31, 1995 and 1994 are unaudited; in the
opinion of management, all adjustments necessary for a fair
presentation of such financial statements have been included.
Such adjustments consisted only of normal recurring items.
Interim results are not necessarily indicative of results for
a full year.

The operating results and financial position of AMERCO's
consolidated insurance operations are determined on a quarter
lag. There were no effects related to intervening events
which would significantly affect consolidated position or
results of operations for the financial statements presented
herein.

The financial statements and notes are presented as permitted by
Form 10-Q and do not contain certain information included in
the Company's annual financial statements and notes.

Based on experience, the Company increased the estimated salvage
value of certain rental trucks. The effect of the change
increased net income for the nine months ended December 31, 1995
by $21,959,000 ($0.60 per share).

Earnings per share are computed based on the weighted average
number of shares outstanding, excluding shares of the employee
stock ownership plan that have not been committed to be
released. Net income is reduced for preferred dividends.

Certain reclassifications have been made to the financial
statements for the nine months ended December 31, 1994 to
conform with the current year's presentation.

<PAGE> 12
AMERCO AND CONSOLIDATED SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
(Unaudited)

2. INVESTMENTS

<TABLE>
A comparison of amortized cost to market for fixed maturities is
as follows (in thousands, except for par value):

<CAPTION>
September 30, 1995
------------------ Par Value Gross Gross Estimated
Consolidated or number Amortized unrealized unrealized market
Held-to-Maturity of shares cost gains losses value
--------- --------- ---------- ---------- --------

<S> <C> <C> <C> <C> <C>
U.S. treasury
securities
and government
obligations $ 20,355 $ 20,277 1,725 (4) 21,998
U.S. government
agency mortgage
backed securities $ 62,317 61,801 891 (2,865) 59,827
Obligations of
states and
political
subdivisions $ 35,200 34,763 1,813 (78) 36,498
Corporate
securities $ 194,360 198,867 4,475 (1,416) 201,926
Mortgage-backed
securities $ 126,399 124,697 2,541 (2,112) 125,126
Redeemable preferred
stocks 91 3,282 329 (3) 3,608
------- ------ ------- -------
443,687 11,774 (6,478) 448,983
------- ------ ------- -------
<CAPTION>
September 30, 1995
------------------ Par Value Gross Gross Estimated
Consolidated or number Amortized unrealized unrealized market
Held-to-Maturity of shares cost gains losses value
--------- --------- ---------- ---------- --------

U.S. treasury
securities and
government
obligations $ 9,685 9,790 1,211 - 11,001
U.S. government
agency mortgage
backed securities $ 11,009 10,821 321 (96) 11,046
States,
municipalities
and political
subdivisions $ 3,385 3,372 61 (16) 3,417
Corporate
securities $ 256,397 258,728 9,418 (1,315) 266,831
Mortgage-backed
securities $ 93,323 92,717 3,027 (1,132) 94,612
------- ------ ------- -------
375,428 14,038 (2,559) 386,907
------- ------ ------- -------
Total $ 819,115 25,812 (9,037) 835,890
======= ====== ======= =======
</TABLE>
<PAGE> 13
AMERCO AND CONSOLIDATED SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
(Unaudited)

3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA
HOLDINGS, INC. AND ITS SUBSIDIARIES

A summary consolidated balance sheet (unaudited) for Ponderosa
Holdings, Inc. and its subsidiaries is presented below:

December 31,
1995 1994
-------- --------
(in thousands)

Investments - fixed maturities $ 830,594 697,728
Other investments 114,147 93,633
Receivables 150,889 148,167
Deferred policy acquisition costs 53,162 48,296
Due from affiliate 21,984 16,342
Deferred federal income taxes 3,621 8,157
Other assets 16,182 7,306
--------- ---------
Total assets $ 1,190,579 1,019,629
========= =========

Policy liabilities and accruals $ 417,583 408,903
Unearned premiums 70,074 57,949
Premium deposits 393,572 290,529
Other policyholders' funds and
liabilities 25,848 13,008
--------- ---------
Total liabilities 907,077 770,389

Stockholder's equity 283,502 249,240
--------- ---------
Total liabilities and
stockholder's equity $ 1,190,579 1,019,629
========= =========

<PAGE> 14
AMERCO AND CONSOLIDATED SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
(Unaudited)

3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA
HOLDINGS, INC. AND ITS SUBSIDIARIES, continued

A summarized consolidated income statement (unaudited) for
Ponderosa Holdings, Inc. and its subsidiaries is presented
below:

Nine months ended December 31,
1995 1994
(in thousands)

Premiums $ 126,420 124,047
Net investment income 34,234 33,039
Other income 6,884 3,879
-------- --------
Total revenue 167,538 160,965
Benefits and losses 113,435 108,363
Amortization of deferred policy
acquisition costs 12,114 8,521
Other expenses 15,597 21,299
-------- --------
Income from operations 26,392 22,782
Federal income tax expense (8,715) (6,580)
-------- --------

Net income $ 17,677 16,202
======== ========

4. CONTINGENT LIABILITIES AND COMMITMENTS

During the nine months ended December 31, 1995, U-Haul Leasing &
Sales Co., a wholly-owned subsidiary of U-Haul International,
Inc., entered into twelve transactions, whereby the Company
sold rental trucks and subsequently leased them back. AMERCO
has guaranteed $9,040,000 of residual values at December 31,
1995 on these assets at the end of the lease term. Following
are the lease commitments for the leases executed during the
nine months ended December 31, 1995, which have a term of more
than one year (in thousands):

Year ended Lease
March 31, Commitments
--------- -----------
1996 $ 6,497
1997 12,622
1998 12,622
1999 12,622
2000 12,622
Thereafter 31,371
--------
$ 88,356
========

See discussion related to the Shoen Litigation under Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources
and under Part II, Item 1. Legal Proceedings.

<PAGE> 15

AMERCO AND CONSOLIDATED SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
(Unaudited)

4. CONTINGENT LIABILITIES AND COMMITMENTS, continued

The Company is a defendant in a number of 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. The Company owns property
within two state hazardous waste sites in the State of
Washington. At this time, the remedial clean-up costs or
range of costs for such sites cannot be estimated.
Management's opinion is that none of these suits or claims
involving AMERCO and/or its subsidiaries is expected to result
in any material loss.

5. SUPPLEMENTAL CASH FLOWS INFORMATION

The (increase) decrease in receivables, inventories and accounts
payable and accrued liabilities net of other operating and
investing activities follows:

Nine months ended December
31,
1995 1994
---- ----
(in thousands)

Receivables $ (38,947) (39,347)
======== ========
Inventories $ 692 1,540
======== ========
Accounts payable and
accrued liabilities $ 4,425 (7,272)
======== ========

Income taxes paid amounted to $368,000 and $4,089,000 for
1995 and 1994, respectively.

Interest paid amounted to $53,361,000 and $52,363,000 for
1995 and 1994, respectively.

6. RELATED PARTIES

Subsequent to March 31, 1995, the Company continued to loan TWO
SAC Self-Storage Corporation (TWO SAC) funds for the purchase
of an additional 34 self-storage properties. Twenty-seven of
such self-storage properties were purchased directly from the
Company at a price equal to the Company's acquisition cost plus
capitalized costs. During the nine months ended December 31,
1995, principal payments of $394,000, interest payments of
$1,719,000 and management fees of $36,000 have been received
from TWO SAC. As of December 31, 1995, the outstanding
balance of TWO SAC's loans from the Company, including
interest, was $48,109,000. Mark V. Shoen, a major stockholder,
director and officer of the Company owns all of the issued
and outstanding voting common stock of TWO SAC. The TWO SAC
notes will be secured by senior and junior mortgages and are
expected to mature in 2004 or 2005, or on demand.

<PAGE> 16

AMERCO AND CONSOLIDATED SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
(Unaudited)

6. RELATED PARTIES, continued

During the nine months ended December 31, 1995, the Company
received principal payments of $983,000, interest payments of
$4,942,000, and management fees of $739,000 from SAC Self-
Storage Corporation (SAC). As of December 31, 1995, the
outstanding balance of SAC's loans from the Company, including
interest, was $54,082,000. Mark V. Shoen, a major
stockholder, director and officer of the Company owns all of
the issued and outstanding voting common stock of SAC.

On October 18, 1995, the Company redeemed 3,343,076 shares of
Common Stock held by Maran, Inc. in exchange for approximately
$22,733,000 and paid approximately $41,352,000 to Mary Anna
Shoen Eaton in exchange for a full release of all claims
against the Company and the Director-Defendants, including all
claims asserted by her in the Shoen Litigation. See discussion
of the Shoen Litigation under Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations
- Liquidity and Capital Resources and under Part II, Item 1.
Legal Proceedings.

7. NEW ACCOUNTING STANDARDS

Statement of Financial Accounting Standards No. 114 - Accounting
by Creditors for Impairment of a Loan. Effective for 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 adopted this
statement during the first quarter of fiscal 1996, with no
material impact on its financial condition or results of
operations.

Statement of Financial Accounting Standards No. 121 -
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. Effective for fiscal
years beginning after December 15, 1995, the standard
establishes accounting standards for the impairment of long-
lived assets, certain identifiable intangibles, and goodwill
related to those assets to be held and used and for long-lived
assets and certain identifiable intangibles to be disposed of.
This Statement requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be
reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for
recoverability, the entity should estimate the future cash
flows expected to result from the use of the asset and its
eventual disposition. If the sum of the expected future cash
flows (undiscounted and without interest charges) is less than
the carrying amount of the asset, an impairment loss is
recognized. Otherwise, an impairment loss is not recognized.
Measurement of an impairment loss for long-lived assets and
identifiable intangibles that an entity expects to hold and
use should be based on the fair value of the asset. The
Company has not completed an evaluation of the effect of this
standard.

<PAGE> 17

AMERCO AND CONSOLIDATED SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued
(Unaudited)

7. NEW ACCOUNTING STANDARDS, continued

Statement of Position 93-7, Reporting on Advertising Costs - as
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. The Company had been
recording deferred yellow page directory costs and amortizing
the costs over the duration of each listing. The majority of
listings last one year. The Company adopted this statement
effective April 1, 1995 recognizing additional advertising
expense of $8,647,000 upon implementation. This adoption had
the effect of reducing net income by $5,685,000 million ($0.15
per share). The Company had extensive discussions with the
SEC. The Company adopted SOP 93-7 based upon the SEC's
interpretation. The Company may ask for reconsideration
at some point in the future.

Other pronouncements issued by the Financial Standards Board with
future effective dates are either not applicable or not
material to the consolidated financial statements of the
Company.

8. SUBSEQUENT EVENTS

On February 6, 1996, the Company declared a cash dividend of
$3,241,000 ($0.53125 per preferred share) to preferred
stockholders of record as of February 16, 1996.

On January 30, 1996, the Company redeemed 833,420 shares of
Common Stock held by L.S.S., Inc., a Nevada corporation, in
exchange for approximately $5,667,000 and paid damages to
Leonard S. Shoen of approximately $15,433,000. In addition,
the Company paid a total of approximately $2,019,000 of
interest on the above amounts.

On February 7, 1996, the Company redeemed 1,651,644 shares of
Common Stock held by Thermar, Inc. (Thermar) in exchange for
approximately $41,785,000. The Company also paid Thermar
approximately $4,110,000 of interest on such amount.

See discussion of the Shoen Litigation under Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources and under Part
II, Item 1. Legal Proceedings.

<PAGE> 18

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS
The following table shows industry segment data from the Company's
three industry segments, rental operations, life insurance, and
property and casualty insurance, for the nine months ended December
31, 1995 and 1994. Rental operations is composed of the operations of
U-Haul International, Inc. (U-Haul) and Amerco Real Estate Company.
Life insurance is composed of the operations of Oxford Life Insurance
Company (Oxford). Property and casualty insurance is composed of the
operations of Republic Western Insurance Company (RWIC). The
Company's results of operations have historically fluctuated from
quarter to quarter. In particular, the Company's U-Haul rental
operations are seasonal and proportionally more of the Company's
revenues and its net 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>
Nine months ended
December 31, 1995
Revenues:
Outside $ 852,303 36,319 120,606 - 1,009,228
Intersegment (656) 1,074 9,580 (9,998) -
--------- ------- ------- -------- ---------
Total revenues 851,647 37,393 130,186 (9,998) 1,009,228
========= ======= ======= ======== =========

Operating profit 117,966 10,069 16,323 656 145,014
========= ======= ======= ========
Interest expense 52,684
Pretax earnings ---------
from operations 92,330
=========
Identifiable assets
at December 31 1,867,323 582,043 608,536 (309,107) 2,748,795
========= ======= ======= ======== =========

Nine months ended
December 31, 1994
Revenues:
Outside $ 831,723 29,972 115,016 - 976,711

Intersegment (41) 1,134 14,899 (15,992) -
--------- ------- ------- -------- ---------
Total revenues 831,682 31,106 129,915 (15,992) 976,711
========= ======= ======= ======== =========
Operating profit 139,041 8,016 14,766 41 161,864
========= ======= ======= ========
Interest expense
50,871
Pretax earnings ---------
from operations
110,993
Identifiable assets =========
at December 31 1,792,189 452,699 566,930 (274,396) 2,537,422
========= ======= ======= ========= =========
</TABLE>
<PAGE> 19
NINE MONTHS ENDED DECEMBER 31, 1995 VERSUS NINE MONTHS ENDED
DECEMBER 31, 1994

U-Haul

U-Haul revenues consist of (i) total rental and other
revenue and (ii) net sales. Total rental and other revenue
increased by $14.8 million, approximately 2.1%, to $715.5 million
in the first nine months of fiscal 1996. The increase in the first
nine months of fiscal 1996 is primarily attributable to an increase
in net revenues from the rental of moving related equipment and
self-storage facilities which increased in the aggregate by $15.8
million to $721.8 million, as compared to $706.0 million in the
first nine months of fiscal 1995. Moving related rental revenues
benefited from transactional growth (volume) within the rental
fleet. Revenues from the rental of self-storage facilities were
positively impacted by additional rentable square footage. Other
revenues decreased in the aggregate by $1.0 million.

Net sales revenues were $136.7 million in the first nine
months of fiscal 1996, which represents an increase of
approximately 4.2% from the first nine months of fiscal 1995 net
sales of $131.1 million. Revenue growth from the sale of moving
support items (i.e. boxes, etc.), hitches, and propane resulted in
a $6.6 million increase during the nine month period, which was
offset by a $1.0 million decrease in revenue from gasoline sales
consistent with the Company's ongoing efforts to remove underground
storage tanks and gradually discontinue gasoline sales.

Cost of sales was $81.9 million in the first nine months
of fiscal 1996, which represents an increase of approximately 12.8%
from $72.6 million for the same period in fiscal 1995. This
increase in cost of sales reflects a $5.0 million increase in
material costs from the sale of moving support items, hitches, and
propane reflecting higher sales levels and a $4.4 million increase
in allowances for inventory shrinkage and other inventory
adjustments.

Operating expenses increased to $541.0 million in the
first nine months of fiscal 1996 from $485.7 million in the first
nine months of fiscal 1995, an increase of approximately 11.4%.
The change from the prior year primarily reflects a $37.3 million
increase in rental equipment maintenance costs which reflects
rental fleet expansion and transactional growth and an $11.6
million increase in personnel costs due to the increase in rental,
sales and repair activity. All other operating expense categories
increased in the aggregate by $6.4 million, approximately 4.1%, to
$162.2 million.

Advertising expense increased to $31.8 million in the
first nine months of fiscal 1996 from $21.7 million in the first
nine months of fiscal 1995. The increase primarily reflects a one-
time expense of $8.7 million recognized during the first quarter of
fiscal 1996, due to the adoption of Statement of Position 93-7
which requires immediate recognition of advertising costs not
qualifying as direct-response.

<PAGE> 20

Depreciation expense for the first nine months of fiscal
1996 was $79.0 million, as compared to $112.6 million during the
same period of the prior year. During the third quarter of fiscal
1996, based on experience the Company increased the estimated salvage
value of certain rental trucks. The effect of the change in estimate
reduced depreciation expense for the nine months ended December 31,
1995 by $35.7 million.

Oxford - Life Insurance

Premiums from Oxford's reinsurance lines before
intercompany eliminations were $13.8 million for the nine months
ended September 30, 1995 or 71.5% of total premiums for that period.
This represents an increase of $0.6 million, or 4.5% over the same
period in 1994. Reinsurance premiums are primarily from term life
insurance, matured deferred annuity contracts, and credit insurance
business. This increase in premiums is primarily attributable to the
recent (fourth quarter 1994) reinsurance agreement of credit insurance
business.

Premiums from Oxford's direct lines before intercompany
eliminations were $5.5 million for the nine months ended September 30,
1995, an increase of $1.3 million from 1994. This increase in
direct premium is primarily attributable to the credit insurance
business. Oxford's direct business related to group life and
disability coverage issued to employees of the Company for the nine
months ended September 30, 1995 accounted for approximately 7.5% of
premiums. Other direct lines, including the credit insurance
business, accounted for approximately 21.0% of Oxford's premiums
for the nine months ended September 30, 1995.

Net investment income before intercompany eliminations
was $12.1 million and $11.1 million for the nine months September
30, 1995 and 1994, respectively. This increase is primarily due to
increasing margins on the interest sensitive business. Gains on
the disposition of fixed maturity investments were $4.4 million and
$1.2 million for the nine months ended September 30, 1995 and 1994,
respectively. Oxford had $1.5 million and $1.4 million of other
income for the nine month period ended September 30, 1995 and 1994,
respectively.

Benefits and expenses incurred were $27.3 million for the
nine months ended September 30, 1995, an increase of 18.2% over
1994. Comparable benefits and expenses incurred for 1994 were
$23.1 million. This increase is primarily due to death and
disability benefits incurred and an increase in the amortization of
deferred acquisition costs.

Operating profit before intercompany eliminations
increased by $2.1 million, or approximately 26.3%, in 1995 to $10.1
million, primarily due to an increase in gains on the disposition
of fixed maturity investments that was partially offset by the
amortization of deferred acquisitions costs.

<PAGE> 21

RWIC - Property and Casualty

RWIC gross premium writings for the nine months ended
September 30, 1995 were $138.7 million as compared to $141.4
million in the first nine months of 1994. The rental industry
market accounts for a significant share of total premiums,
approximately 44.4% and 43.3% in the first nine months of 1995 and
1994, respectively. These writings include U-Haul customers,
fleetowners and U-Haul as well as other rental industry insureds
with similar characteristics. RWIC continues underwriting
professional reinsurance via broker markets. Premiums in this area
decreased during the first nine months of 1995 to $42.7 million, or
30.8% of total gross premiums, from comparable 1994 figures of
$54.1 million, or 38.3% of total premiums. This decrease can be
primarily attributed to RWIC electing not to renew several treaties
because of inadequate pricing and market conditions. Premium
writings in selected general agency lines were 16.1% of total gross
written premiums in the first nine months of 1995 compared to 15.2%
in the first nine months of 1994. RWIC expanded its direct
business in 1995 to include multiple peril coverage for a variety
of commercial properties and businesses. These premiums accounted
for 8.0% of the total gross written premium during the first nine
months of 1995.

Net earned premiums increased $0.4 million, or 0.4%, to
$107.1 million for the nine months ended September 30, 1995,
compared with premiums of $106.7 million for the nine months ended
September 30, 1994. The slight increase is due to the direct
business expansion discussed above.

Underwriting expenses incurred were $113.9 million for
the nine months ended September 30, 1995, a decrease of $1.2
million or 1.0% over 1994. Comparable underwriting expenses
incurred for the same period in 1994 were $115.1 million. The
decrease is due to a reduction in acquisition expenses, which is
the result of lower commission rates on start up programs. This
decrease was partially offset by an increase in administrative
expenses and taxes related to higher concentration in states with
higher premium tax rates.

Net investment income was $22.1 million for the nine
months ended September 30, 1995, an increase of 0.9% over 1994 net
investment income of $21.9 million. The marginal increase is the
result of the shift in types of securities held in the portfolio.

RWIC completed the first nine months ended September 30,
1995 with income before tax expense of $16.3 million as compared to
$14.8 million for the comparable period ended September 30, 1994.
This represents an increase of $1.5 million, or 10.1% over 1994.
This increase is due mainly to timing differences related to run-
off and start up programs.

Interest Expense

Interest expense increased by $1.8 million to $52.7
million for the nine months ended December 31, 1995, as compared to
$50.9 million for the nine months ended December 31, 1994. The
increase was attributable to higher average debt levels
outstanding.

<PAGE> 22

Consolidated Group

As a result of the foregoing, pretax earnings of $92.3
million were realized in the nine months ended December 31, 1995,
as compared to $111.0 million for the same period in 1994. After
providing for income taxes, net earnings for the nine months ended
December 31, 1995 were $58.2 million, as compared to $71.4 million
for the same period of the prior year.

QUARTERLY RESULTS

The following table presents unaudited quarterly results
for the eleven quarters in the period beginning April 1, 1993 and
ending December 31, 1995. The Company believes that all necessary
adjustments have been included in the amounts stated below, when
read in conjunction with the consolidated financial statements
included herein, to present fairly and in accordance with generally
accepted accounting principles, the selected quarterly information.
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 rental operations are seasonal
and proportionally more of the Company's revenues and its net earnings
from its U-Haul rental operations are generated in the first and second
quarters of each fiscal year (April through September). The
operating results for the periods presented are not necessarily
indicative of results for any future period.
<TABLE>
<CAPTION>

Quarter Ended
--------------------------------------------------------
Sep 30, Dec 31, Mar 31, Jun 30 Sep 30, Dec 31,
1994 1994 1995 1995<F3> 1995<F3> 1995<F3>
--------------------------------------------------------
(in thousands, except per share data)

<S> <C> <C> <C> <C> <C> <C>
Total revenues $ 359,520 294,858 260,282 330,509 371,267 307,452
Net earnings (loss) 40,071 1,907 (11,359) 15,177 35,332 7,701
Net earnings (loss)
per common share 1.00 (.04) (.44) .31 .85 .13
<F1>, <F2>

<CAPTION>
Quarter Ended
----------------------------------------------
Jun 30, Sep 30, Dec 31, Mar 31, Jun 30,
1993 1993 1993 1994 1994
----------------------------------------------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Total revenues $ 291,348 324,968 267,448 251,091 322,333
Net earnings (loss) 17,359 30,601 1,799 (9,575) 29,413
Net earnings (loss)
per common share .45 .79 (.02) (.33) .71
<F1>, <F2>
________________
<F1>For the quarters ended December 31, 1993, March 31, June 30,
September 30, December 31, 1994, March 31, June 30, September
30 and December 31, 1995, net earnings (loss) per common share
amounts were computed after giving effect to the dividend on
the Company's Series A 8 1/2% Preferred Stock.

<F2>Reflects the adoption of Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans."

<F3> Reflects the adoption of Statement of Position 93-7 "Reporting
on Advertising Costs."
</TABLE>
<PAGE> 23

QUARTER ENDED DECEMBER 31, 1995 VERSUS QUARTER ENDED DECEMBER 31,
1994

U-Haul

U-Haul revenues consist of (i) total rental and other
revenue and (ii) net sales. Total rental and other revenue
increased by $5.8 million, approximately 2.8%, to $215.3 million in
the third quarter of fiscal 1996. This increase reflects a $2.0
million increase in net revenues from the rental of moving related
equipment reflecting growth in rental fleet transactions.

Net sales revenues were $34.0 million in the third
quarter of fiscal 1996, which represents an increase of
approximately 1.7% from the third quarter of fiscal 1995 net sales
of $33.4 million. Revenue growth from the sale of moving support
items (i.e. boxes, etc.), hitches, and propane resulted in a $1.2
million increase during the quarter, which was offset by a $0.4
million decrease in gasoline sales consistent with the Company's
ongoing efforts to remove underground storage tanks and gradually
discontinue gasoline sales.

Cost of sales totaled $23.9 million in the third quarter
of fiscal 1996, which represents an increase of 23.6% from $19.3
million for the same period in fiscal 1995. This increase in cost
of sales reflects a $1.2 million rise in material costs from the
sale of moving support items, hitches, and propane and a $3.0
million increase in allowances for inventory shrinkage and other
inventory adjustments.

Operating expenses increased to $194.6 million in the
third quarter of fiscal 1996 from $163.4 million in the third
quarter of fiscal 1995, an increase of approximately 19.0%. The
change from the prior year reflects a $17.6 million increase in
rental equipment maintenance costs reflecting an increase in fleet
size and transactions levels, a $5.4 million increase in personnel
costs due to the increase in rental, sales and repair activity and
a $1.9 million increase in professional services. In the aggregate,
all other operating expense categories increased by $6.3 million in
the third quarter of fiscal 1996.

Depreciation expense in the third quarter of fiscal 1996
was $2.8 million, as compared to $37.9 million during the same
period of the prior year. During the third quarter of fiscal 1996,
based on experience the Company increased the estimated salvage value
of certain rental trucks. The effect of the change in estimate
reduced depreciation expense for the quarter ended December 31, 1995
by $35.7 million.

Oxford - Life Insurance

Premiums from Oxford's reinsurance lines before
intercompany eliminations were $4.9 million for the quarter ended
September 30, 1995, or 76.3% of total premiums for that period.
This represents a decrease of $0.1 million over the same period in
1994 or a decrease of 2.0%. Reinsurance premiums are primarily
from term life insurance, matured deferred annuity contracts, and
credit insurance business.

<PAGE> 24

Premiums from Oxford's direct lines before intercompany
eliminations were $1.5 million for the quarter ended September 30,
1995, a decrease of $0.4 million. This decrease in direct premium
is primarily attributable to the credit insurance business.
Oxford's direct business related to group life and disability
coverage issued to employees of the Company for the quarter ended
September 30, 1995 accounted for approximately 7.7% of premiums.
Other direct lines, including the credit business, accounted for
approximately 16.0% of Oxford's premiums for the quarter ended
September 30, 1995.

Net investment income before intercompany eliminations
was $4.0 million and $3.4 million for the quarter ended September
30, 1995 and 1994, respectively. This increase is primarily due to
increasing margins on the interest sensitive business. Gains on
the disposition of fixed maturity investments were $1.4 million for
the quarter ended September 30, 1995. There were no gains on sale
of investments during the quarter ended September 30 1994. Oxford
had $0.5 million of other income, and $0.4 million of other income,
for the quarters ended September 30, 1995 and 1994, respectively.

Benefits and expenses incurred were $9.2 million for the
quarter ended September 30, 1995, an increase of 2.2% over 1994.
Comparable benefits and expenses incurred for 1994 were $9.0
million. This increase is primarily due to disability benefits
incurred and an increase in the amortization of deferred
acquisition costs, primarily as a result of the increase in
realized capital gains on the disposition of fixed maturity
investments.

Operating profit before intercompany eliminations
increased by $1.5 million, or approximately 88.2% to $3.2 million
for the quarter ended September 30, 1995.

RWIC - Property and Casualty

RWIC gross premium writings for the quarter ended
September 30, 1995 were $57.3 million as compared to $47.8 million
in the third quarter of 1994. The rental industry market accounts
for a significant share of total premiums, approximately 48.4% and
48.8% in the third quarters of 1995 and 1994, respectively. These
writings include U-Haul customers, fleetowners and U-Haul as well
as other rental industry insureds with similar characteristics.
RWIC continues underwriting professional reinsurance via broker
markets. Premiums in this area decreased during the third quarter
of 1995 to $14.8 million, or 25.9% of total gross premiums, from
comparable 1994 figures of $15.4 million, or 32.2% of total
premiums. This decrease can be primarily attributed to RWIC
electing not to renew several treaties because of inadequate
pricing and market conditions. Premium writings in selected
general agency lines were 15.0% of total gross written premiums in
third quarter 1995 as compared to 17.8% in third quarter 1994.
RWIC expanded its direct business in 1995 to include multiple peril
coverage for a variety of commercial properties and businesses.
These premiums accounted for 10.4% of the total gross written
premium during third quarter 1995.

Net earned premiums increased $3.3 million, or 8.2% to
$43.6 million for the quarter ended September 30, 1995, compared
with premiums of $40.3 million for the quarter ended September 30,
1994. The premium increase was primarily due to the direct
business expansion discussed above.

<PAGE> 25

Underwriting expenses incurred were $44.0 million for the
quarter ended September 30, 1995, a decrease of $0.5 million, or
1.1% over 1994. Comparable underwriting expenses incurred for the
third quarter of 1994 were $44.5 million. The decrease is due to a
reduction in acquisition expenses, which is the result of lower
commission rates on start up programs.

Net investment income was $6.8 million for the quarter
ended September 30, 1995, a decrease of 4.2% over 1994 net
investment income of $7.1 million. This slight decrease is the
result of adjusted recognition of mortgage interest rates.

RWIC completed the third quarter of 1995 with income
before tax expense of $6.7 million as compared to $3.2 million for
the comparable period ended September 30, 1994. This represents an
increase of $3.5 million over 1994. This increase is mainly due to
timing differences relating to start up programs.

Interest Expense

Interest expense declined by $0.4 million to $17.1
million for the quarter ended December 31, 1995. A reduction in
the average cost of borrowed funds led to the decrease which more
than fully offset an increase in average debt outstanding.

Consolidated Group

As a result of the foregoing, pretax earnings of $13.5
million were realized in the quarter ended December 31, 1995, as
compared to $2.2 million for the same period in 1994. After
providing for income taxes, net earnings for the quarter ended
December 31, 1995 were $7.7 million, as compared to $1.9 million
for the same period of the prior year.

LIQUIDITY AND CAPITAL RESOURCES

U-Haul

To meet the needs of its customers, U-Haul must maintain
a large inventory of fixed asset rental items. At December 31,
1995, net property, plant and equipment represented approximately
67.5% of total U-Haul assets and approximately 45.9% of
consolidated assets. In the first nine months of fiscal 1996,
capital expenditures were $207.5 million, as compared to $322.1
million in the first nine months of fiscal 1995. The decrease in
capital expenditures from the prior year is due to a decrease in
new rental truck acquisitions. These acquisitions were funded with
internally generated funds from operations and debt financing.

Cash flows from operations were $135.6 million in the
first nine months of fiscal 1996, as compared to $170.7 million in
the first nine months of fiscal 1995. The decrease of $35.1
million is primarily due to a decrease in depreciation and
amortization as discussed in the Results of Operations for the nine
months ended December 31, 1995.

<PAGE> 26

Oxford - Life Insurance

Oxford's primary sources of cash are premiums, receipts
from interest-sensitive products and investment income. The
primary uses of cash are operating costs and benefit payments to
policyholders. Matching the investment portfolio to the cash flow
demands of the types of insurance being written is an important
consideration. Benefit and claim statistics are continually
monitored to provide projections of future cash requirements.

Cash provided (used) by operating activities were ($2.6)
million and $14.4 million for the nine months ended September 30,
1995 and 1994, respectively. Cash flows from financing activities
of new annuity reinsurance agreements were approximately $116.0
million for the nine months ended September 30, 1995. Cash flows
from new annuity reinsurance agreements increase investment
contract deposits as well as the purchase of fixed maturities. In
addition to cash flow from operating and financing activities, a
substantial amount of liquid funds is available through Oxford's
short-term portfolio. At September 30, 1995 and 1994, short-term
investments amounted to $12.3 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, increased to $101.1
million in 1995 from $87.9 million in 1994. Ponderosa holds all of
the common stock of RWIC.

Applicable laws and regulations of the State of Arizona
require the Company's insurance subsidiaries to maintain minimum
capital determined in accordance with statutory accounting
practices in the amount of $400,000. In addition, the amount of
dividends that can be paid to stockholders by insurance companies
domiciled in the State of Arizona is limited. Any dividend in
excess of the limit requires prior regulatory approval. Statutory
surplus that can be distributed as dividends without prior
regulatory approval is $6,825,701. 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 operating activities were $16.9 million
and $14.2 million for the nine months ended September 30, 1995 and
September 30, 1994, respectively. The change is due to increased
unearned premium reserves, funds withheld and net income, offset by
a decrease in other receivables and a smaller increase in loss
reserves than that of the comparable period in 1994.

RWIC's short-term investment portfolio was $7.4 million
at September 30, 1995. 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 accurately schedule cash needs.

<PAGE> 27

RWIC maintains a diversified investment portfolio,
primarily in bonds at varying maturity levels. Approximately 95.9%
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 97.0% of total liabilities.

Stockholder's equity increased 8.5% from $168.1 million
at December 31, 1994 to $182.4 million at September 30, 1995. RWIC
considers current stockholder's equity to be adequate to support
future growth and absorb unforeseen risk events. RWIC does not use
debt or equity issues to increase capital and therefore has no
exposure to capital market conditions. RWIC paid no dividends
during the nine months ended September 30, 1995.

Consolidated Group

At December 31, 1995, total notes and loans payable
outstanding was $890.6 million as compared to $881.2 million at
March 31, 1995, and $827.6 million at December 31, 1994.

During each of the fiscal years ending March 31, 1996,
1997, and 1998, U-Haul estimates gross capital expenditures will
average approximately $350 million as a result of the expansion of
the rental fleet and self-storage operation. This level of capital
expenditures, combined with an average of approximately $100
million in annual long-term debt maturities during this same
period, are expected to create annual average funding needs of
approximately $450 million. Management estimates that U-Haul will
fund approximately 60% of these requirements with internally
generated funds, including proceeds from the disposition of older
trucks and other asset sales. The remainder of the anticipated
capital expenditures are expected to be financed through existing
credit facilities, new debt placements and equity offerings.

Credit Agreements

The Company's operations are funded by various credit and
financing arrangements, including unsecured long-term borrowings,
unsecured medium-term notes, and revolving lines of credit with
domestic and foreign banks. Principally to finance its fleet of
trucks and trailers, the Company routinely enters into sale and
leaseback transactions. As of December 31, 1995, the Company had
$890.6 million in total notes and loans payable outstanding and
unutilized committed lines of credit of approximately $292.0
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. In addition, these
credit agreements contain provisions that could result in a
required prepayment upon a "change in control" of the Company. At
December 31, 1995 the Company was in compliance with these
covenants.

<PAGE> 28

The Company is further restricted in the 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 a 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.

Shoen Litigation

As disclosed in Part II, Item 1. Legal Proceedings, a
judgment has been entered in the Shoen Litigation against five of
the Company's current directors and one former director in the
amount of approximately $461.8 million plus statutory post-judgment
interest. Pursuant to separate indemnification agreements, the
Company has agreed to indemnify the defendants to the fullest
extent permitted by law or the Company's Articles of Incorporation
or By-Laws, for all expenses and damages incurred by the defendants
in this proceeding, subject to certain exceptions. The five
current directors filed for protection under Chapter 11 of the
federal bankruptcy laws, resulting in the issuance of an order
automatically staying the execution of the judgment against those
defendants. Those defendants, in cooperation with the Company,
filed plans of reorganization in the United States Bankruptcy Court
for the District of Arizona all of which proposed the same funding
and treatment of the plaintiffs' claims resulting from the judgment
in the Shoen Litigation. The plans of reorganization, as amended,
shall collectively be referred to as the "Plan".

Under the Plan, on October 18, 1995, the Company redeemed
3,343,076 shares of Common Stock held by Maran, Inc., a Nevada
corporation (Maran), in exchange for approximately $22.7 million
and entered into a Settlement Agreement with Mary Anna Shoen Eaton
(Shoen Eaton) whereby in exchange for approximately $41.4 million,
Shoen Eaton released the current directors and the Company from any
liability relating to Shoen Litigation. As a result of the
foregoing, and after giving effect to the discount achieved through
settlement, approximately $84.6 million of the judgment in the
Shoen Litigation was satisfied.

With respect to the other plaintiffs in the Shoen
Litigation, the Plan provided, prior to January 29, 1996, for the
exchange of approximately $101.4 million of the Company's Series B
8.25% Preferred Stock for all of the Company's Common Stock held by
the plaintiffs, and provided for the transfer of property by the
Company to certain of the plaintiffs (including $193.0 million of
the Company's Series D Floating Rate Preferred Stock) having an
aggregate value of approximately $275.2 million. However, on
January 26, 1996, the bankruptcy court issued an interlocutory
Memorandum Decision Re: Plan Confirmation (the Memorandum Decision)
which provided that the Plan as proposed by the Director-Defendants
could not be confirmed because it proposed consideration to be paid
to the plaintiffs other than cash. In response to the bankruptcy
court's Memorandum Decision, the Director-Defendants, filed an
amendment to the Plan and a Motion for Rehearing on the Memorandum
Decision. The Plan, as amended, provides for the payment to the
plaintiffs of $286.0 million in cash and to transfer to the plaintiffs
other property having an indisputable value, as determined by the
bankruptcy court, of $91.2 million. The bankruptcy court will commence
consideration of the Plan, as amended, on March 7, 1996.

<PAGE> 29

The Memorandum Decision also provided that the plaintiffs
are entitled to statutory post-judgment interest on the judgment at
the rate of 10% per year. The Motion for Rehearing on this issue
and on the issue of whether consideration other than cash is
appropriate has been scheduled for February 23, 1996. As of
February 9, 1996, total accrued interest on the outstanding balance
of the judgment is approximately $30.8 million.

Pursuant to the judgment in the Shoen Litigation, on
January 30, 1996, the Company acquired 833,420 shares of Common
Stock held by L.S.S., Inc. (L.S.S.) in exchange for approximately
$5.7 million and funded damages to L.S. Shoen of approximately $15.4
million. The Company also funded a total of approximately $2.1
million of statutory post-judgment interest on the above amounts.
In addition, on February 7, 1996, the Company acquired 1,651,644
shares of Common Stock held by Thermar, Inc. (Thermar) by tendering
approximately $41.8 million. The Company also tendered to Thermar
approximately $4.1 million of statutory post-judgment interest on
such amount. As a result of the foregoing transactions, the
balance of the judgment has been reduced to approximately $313.8
million, plus interest.

There is no assurance that the Plan will be confirmed by
the bankruptcy court. Because the Plan has not yet been confirmed
by the bankruptcy court and because the Company and the Director-
Defendants may enter into settlement agreements with one or more of
the plaintiffs on terms different from those provided in the Plan,
the Company is unable to determine with certainty the impact the
Plan and/or any such settlements will have on the Company's
prospective financial condition, results of operations, cash flows,
or capital expenditure plans. However, as a result of funding the
Plan and/or any such settlements, the Company will incur additional
costs in the future in the form of dividends on any stock issued
to fund the Plan or any settlement and/or interest on borrowed funds.
Furthermore, the Company's outstanding Common Stock would be reduced
by 12,426,836 shares, in addition to the 3,343,076 shares redeemed
from Maran on October 18, 1995, the 833,420 shares redeemed from
L.S.S. on January 30, 1996, and the 1,651,644 shares redeemed from
Thermar on February 7, 1996.

Other uncertainties remain about the Plan, including the
tax treatment of the payments to be made by the Company pursuant to
the Plan or any settlement. Specifically, the Company plans to
deduct for income tax purposes a substantial portion of the
payments made by the Company to the plaintiffs, which will reduce
the Company's income tax liability. While the Company believes
that such income tax deductions are appropriate, there can be no
assurance that any such deductions ultimately will be allowed in
full. Accordingly, for tax and other reasons, the consummation of
the Plan and/or any settlement with the plaintiffs could result in
material changes in stockholders' equity and earnings per common
share.

The Plan and/or any settlement could have the effect of
reducing the Company's net income. Furthermore, in the event the
fair value of the consideration paid by the Company to the
plaintiffs is in excess of the fair value of the stock redeemed by
the Company, the Company will be required to record an expense
equal to that difference. No such expense was recorded for the
Maran transaction which occurred in the period covered by this
report. The Company has not yet determined the accounting treatment
for any transaction other than the Maran/Shoen Eaton transaction.
Furthermore, no provision has been made in the Company's financial
statements for any payments to be made to the plaintiffs, other than
the payments discussed above made to Maran and Shoen Eaton. See
Part II, Item 1. Legal Proceedings.

<PAGE> 30

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Shoen Litigation

As disclosed in the Company's Form 10-K for the year
ended March 31, 1995, Edward J. Shoen, James P. Shoen, Aubrey K.
Johnson, John M. Dodds, and William E. Carty, who are current
members of the Board of Directors of the Company and Paul F. Shoen,
who is a former director are defendants in an action in the
Superior Court of the State of Arizona, Maricopa County, entitled
Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et al., No. CV88-
- --------------------------------------------------------
20139, instituted August 2, 1988 (the Shoen Litigation). The
Company was also a defendant in the action as originally filed, but
was dismissed from the action on August 15, 1994. The plaintiffs
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
plaintiffs from gaining a majority position in the Company's Common
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, punitive damages, and statutory post
judgment interest.

Based on the plaintiffs' theory of damages (that their
stock has little or no current value), the court ruled that the
plaintiffs elected as their remedy in this lawsuit to transfer
their shares of stock to the defendants upon the satisfaction of
the judgment. On October 7, 1994, the jury determined that the
defendants breached their fiduciary duties and such breach
diminished the value of the plaintiffs' stock. On February 21,
1995, judgment was entered against the defendants in the amount of
approximately $461.8 million plus interest and taxable costs. In
addition, on February 21, 1995, judgment was entered against Edward
J. Shoen in the amount of $7 million as punitive damages. On March
23, 1995, Edward J. Shoen filed a notice of appeal with respect to
the award of punitive damages.

Pursuant to separate indemnification agreements, the
Company has agreed to indemnify the defendants to the fullest
extent permitted by law or the Company's Articles of Incorporation
or By-Laws, for all expenses and damages incurred by the defendants
in this proceeding, subject to certain exceptions. In addition,
the transfer of Common Stock from the plaintiffs to the defendants
would implicate rights held by the Company. For example, pursuant
to the Company's By-Laws, the Company has certain rights of first
refusal with respect to the transfer of the plaintiffs' stock.
Furthermore, the defendants' rights to acquire the plaintiffs'
stock may present a corporate opportunity which the Company is
entitled to exercise.

On February 21, 1995, Edward J. Shoen, James P. Shoen,
Aubrey K. Johnson, John M. Dodds, and William E. Carty (the
Director-Defendants) filed for protection under Chapter 11 of the
federal bankruptcy laws, resulting in the issuance of an order
automatically staying the execution of the judgment against those
defendants. In late April 1995, the Director-Defendants, in
cooperation with the Company, filed plans of reorganization in the
United States Bankruptcy Court for the District of Arizona, all of
which propose the same funding and treatment of the plaintiffs'
claims resulting from the judgment in the Shoen Litigation. The
plans of reorganization, as amended, shall collectively be referred
to as the "Plan".

<PAGE> 31

In early October 1995, the Director-Defendants made
written demand upon the Company to make them whole for losses
resulting from the judgment in the Shoen Litigation. The Director-
Defendants have also asserted substantial claims against the
Company related to or arising from the Shoen Litigation, including,
but not limited to, claims for financial losses, emotional
distress, loss of business and/or professional reputation, loss of
credit standing and breach of contract. The Director-Defendants
claim that their actions that form the basis for the judgment in
the Shoen Litigation were actions within the scope of the Director-
Defendants' duties and that such actions were undertaken in good
faith and for the benefit of the Company.

In addition, the Director-Defendants retain unexpired
appeal rights with respect to the Shoen Litigation. If the
Director-Defendants exercise such appeal rights, the damage award
may be sustained and/or increased and the Company may be exposed to
increased liability to the Director-Defendants under existing
indemnity agreements, which liability includes the obligation to
pay the legal fees and expenses of prosecuting appeals.

In recognition of the foregoing and of the substantial
risks associated with an appeal of the Shoen Litigation, on October
17, 1995, the Company entered into an agreement (the Agreement)
with the Director-Defendants resolving the foregoing issues. Under
the Agreement, the Company agreed, among other things, to fund the
Plan and to release the Director-Defendants from all claims the
Company may have against them arising from the Shoen Litigation.
In addition, the Director-Defendants agreed, (i) to release,
subject to certain exceptions, the Company from any claim they may
have against it pursuant to any indemnification agreements, (ii) to
assign all rights they have under the Shoen Litigation to the
Company, (iii) to waive all appeal rights related to the Shoen
Litigation (not including Edward J. Shoen's appeal of the punitive
damage award), and (iv) not to oppose the Company should it elect
to exercise its right of first refusal on any Common Stock to be
transferred by the plaintiffs upon satisfaction of the judgment in
the Shoen Litigation.

Under the Plan, on September 19, 1995, the Director-
Defendants entered into a Stock Purchase Agreement with one of the
plaintiffs in the Shoen Litigation, Maran, Inc., a Nevada
corporation (Maran), contingent upon the approval of the bankruptcy
court. All of Maran's voting stock is held by Mary Anna Shoen
Eaton (Shoen Eaton), who is also a plaintiff in the Shoen
Litigation. Under the Stock Purchase Agreement, the Director-
Defendants agreed to purchase 3,343,076 shares of Common Stock held
by Maran in exchange for approximately $22.7 million. The Stock
Purchase Agreement was approved by the bankruptcy court on October
10, 1995. On October 18, 1995, the Company exercised its right of
first refusal and redeemed the Common Stock that was the subject of
the Stock Purchase Agreement for the price set forth therein. In
addition, on September 19, 1995, the Director-Defendants, Shoen
Eaton, Maran, and the Company entered into a Settlement Agreement,
contingent upon the approval of the bankruptcy court, providing for
the payment to Shoen Eaton of approximately $41.4 million in
exchange for a full release of all claims against the Company and
the Director-Defendants, including all claims asserted by her in
the Shoen Litigation. The Settlement Agreement was approved by the
bankruptcy court on October 10, 1995, and the payment was made on
October 18, 1995. As a result of the foregoing, and after giving
effect to the discount achieved through settlement, approximately
$84.6 million of the judgment in the Shoen Litigation was
satisfied.

With respect to the other plaintiffs in the Shoen
Litigation, the Plan provided, prior to January 29, 1996, for the
exchange of approximately $101.4 million
<PAGE> 32
of the Company's Series B
8.25% Preferred Stock for all of the Company's Common Stock held by
the plaintiffs, and provided for the transfer of property by the
Company to certain of the plaintiffs (including $193.0 million of
the Company's Series D Floating Rate Preferred Stock) having an
aggregate value of approximately $275.2 million. However, on
January 26, 1996, the bankruptcy court issued an interlocutory
Memorandum Decision Re: Plan Confirmation (the Memorandum Decision)
which provided that the Plan as proposed by the Director-Defendants
could not be confirmed because it proposed consideration to be paid
to the plaintiffs other than cash. In response to the bankruptcy
court's Memorandum Decision, the Director-Defendants, filed an
amendment to the Plan and a Motion for Rehearing on the Memorandum
Decision. The Plan, as amended, provides for payment to the plaintiffs
of $286.0 million in cash and to transfer to the plaintiffs other
property having an indisputable value, as determined by the bankruptcy
court, of $91.2 million. The bankruptcy court will commence
consideration of the Plan, as amended, on March 7, 1996.

There is no assurance that the Plan will be confirmed by
the bankruptcy court. Because the Plan has not yet been confirmed
by the bankruptcy court and because the Company and the Director-
Defendants may enter into settlement agreements with one or more of
the plaintiffs on terms different from those provided in the Plan,
the Company is unable to determine with certainty the impact the
Plan and/or any such settlements will have on the Company's
prospective financial condition, results of operations, cash flows,
or capital expenditure plans. However, as a result of funding the
Plan and/or any such settlements, the Company will incur additional
costs in the future in the form of dividends on any stock issued to
fund the Plan or any settlement and/or interest on borrowed funds.
Furthermore, the Company's outstanding Common Stock would be reduced
by 12,426,836 shares, in addition to the 3,343,076 shares redeemed
from Maran on October 18, 1995, the 833,420 shares redeemed from
L.S.S. on January 30, 1996, and the 1,651,644 shares redeemed from
Thermar on February 7, 1996.

<PAGE> 33

are appropriate, there can be no
assurance that any such deductions ultimately will be allowed in
full. Accordingly, for tax and other reasons, the consummation of
the Plan and/or any settlement with the plaintiffs could result in
material changes in stockholders' equity and earnings per common
share.

<PAGE> 34

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

a. Exhibits

2.1 Debtor's Second Amendment Modifying the Amended
and Restated Plans of Reorganization Proposed by the
Debtors
2.2 Debtor's Third Amendment Modifying the Amended and
Restated Plans of Reorganization Proposed by the
Debtors
2.3 Debtor's Fourth Amendment Modifying the Amended
and Restated Plans of Reorganization Proposed by the
Debtors
3.1 Restated Articles of Incorporation (1)
3.2 Restated By-Laws of AMERCO as of August 15,
1995(2)
27 Financial Data Schedule

b. Reports on Form 8-K.

No reports on Form 8-K were filed for the quarter ended
December 31, 1995.

_____________________________________

(1) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1992, file no. 0-7862.

(2) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995, file no. 0-7862.

<PAGE> 35
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

U-Haul International, Inc.

___________________________________
(Registrant)

Dated: February 14, 1995 By: /S/ DONALD W. MURNEY
___________________________________
Donald W. Murney, Treasurer
(Principal Financial Officer)

<PAGE>
EXHIBIT 2.1

John J. Dawson, Esq. (002786)
Susan G. Boswell, Esq. (004791)
Ronald E. Reinsel, Esq. (011059)
STREICH LANG, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5200

Attorneys for EDWARD J. SHOEN, JAMES P. SHOEN, JOHN M. DODDS, and AUBREY K.
JOHNSON, Debtors and Debtors-In-Possession

Lowell E. Rothschild, Esq. (000635)
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
(602) 624-8886

Attorneys for WILLIAM E. CARTY, Debtor and Debtor-In-Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF ARIZONA

In re: ) In Proceedings Under
) Chapter 11
EDWARD J. SHOEN, )
) Case No. 95-1430-PHX-JMM
Debtor. )
- -----------------------------------
In re: )
)
JAMES P. SHOEN, ) Case No. 95-1431-PHX-JMM
)
Debtor. )
- -----------------------------------
In re: )
)
AUBREY K. JOHNSON, ) Case No. 95-1432-PHX-JMM
)
Debtor. )
- -----------------------------------
In re: )
)
JOHN M. DODDS, ) Case No. 95-1433-PHX-JMM
)
Debtor. )
- -----------------------------------
In re: )
)
WILLIAM E. CARTY, ) Case No. 95-1434-PHX-JMM
)
Debtor. )
- -----------------------------------

DEBTORS' SECOND AMENDMENT MODIFYING THE AMENDED AND RESTATED
PLANS OF REORGANIZATION PROPOSED BY THE DEBTORS

<PAGE>
This Second Amendment (the "Second Amendment") is proposed by each of
the Debtors(1) in the above-captioned jointly administered Chapter 11 cases.
Pursuant to Bankruptcy Code Section 1127, 11 U.S.C. Section 1127, the Debtors
hereby modify their respective Plans(2) as stated below:

1. Acceptance Of Aubrey K. Johnson's Plan By Creditor Holding Secured
Claim. In Aubrey K. Johnson's Reorganization Case, the Secured Creditor
identified as Ryland (Class 4 under the Plan) did not vote to accept or reject
the Plan. Ryland's Secured Claim is being purchased by Chemical Bank. The Plan
in Mr. Johnson's Reorganization Case continues to impair the Secured Claim as
originally stated. Chemical Bank is agreeing, nevertheless, to vote to accept
the Plan. An AMERCO subsidiary is agreeing to acquire the restructured loan from
Chemical Bank on December 1, 1996 (or in the event of any earlier default under
the restructured loan) if Chemical Bank notifies the AMERCO subsidiary in
writing that it wants that entity to purchase the loan. The purchase price, in
that event, will be the outstanding loan balance. The option belongs exclusively
to Chemical Bank. If Chemical Bank

- ----------------
(1) Unless otherwise expressly stated herein, all capitalized defined
terms will have the same meanings as in the Amended and Restated Plans of
Reorganization and the First Amendment which the Debtors have filed. The Second
Amendment is a modification of each of those Plans; and, henceforth, the defined
term "Plan" appearing therein will be deemed to incorporate and include the
Second Amendment.

(2) See note 1, supra, regarding the defined term "Plan" and the
incorporation, henceforth, of the Second Amendment in the Debtors' Plans.

-2-

<PAGE>
decides to retain the restructured loan, the AMERCO subsidiary's purchase
obligation will terminate; and Chemical Bank will be entitled to own the
restructured loan and to be paid according to the terms of the Plan.

2. Settlement With The Creditors Holding The Securities Litigation
Claims. The Creditors holding the Securities Litigation Claims voted, on October
2, 1995, to accept the Plans in the Reorganization Cases of Edward J. Shoen,
James P. Shoen, John M. Dodds, and William E. Carty. Those Creditors did not sue
Aubrey K. Johnson or file a Claim in Mr. Johnson's Reorganization Case. The
Plans filed by Messrs. Shoen, Dodds, and Carty impair the Securities Litigation
Claims and provide for the incorporation of any settlement made of the
Securities Litigation Claims. See Section 14.5 of Edward J. Shoen's Plan and
corresponding provisions of the other Plans. Appendix "1" attached to this
Second Amendment and incorporated by reference herein consists of copies of the
recently executed settlement papers agreed upon with the Creditors holding the
Securities Litigation Claims. See Class 6 in Edward J. Shoen's Plan, Class 5 in
James P. Shoen's Plan, Class 6 in John M. Dodds' Plan, and Class 6 in William E.
Carty's Plan.

3. Tax Considerations. In their objections to confirmation of the
Plans, the Share Case Plaintiffs have alleged that they will suffer adverse tax
consequences from the structure of the transactions whereby AMERCO has agreed to
fund the Plans. While the Debtors vigorously dispute any such contentions, they
want to make clear that the Plans do not bind any of the Share Case

-3-

<PAGE>
Plaintiffs to the funding structure, and do not require any of the Share Case
Plaintiffs to report the transactions to taxing authorities in the same way as
AMERCO, or in any particular way. See also Section 2.5 appearing in both the
Settlement Agreement and the Stock Purchase Agreement with Mary Anna (Shoen)
Eaton and MARAN, Inc. (as described in the First Amendment). Furthermore, the
Plans do not prohibit the Share Case Plaintiffs from assigning rights to receive
distributions under the Plans.

4. Michael L. Shoen Added To Stock Exchange Distributees. Because it
appears that Michael L. Shoen individually owns 380 shares of AMERCO common
stock covered by the Share Case Judgment, Mr. Shoen will be added (to the extent
of that interest) to the list of the Stock Exchange Distributees under the
Plans.

5. Updated Mortgage Loan List And Recovery Of Interim Payments.
Attached Schedule "3" is an updated list, as of October 1, 1995, of the Mortgage
Loans which are the Restructured Mortgage Loans and the Existing Mortgage Loans.
See the First Amendment at subparagraph 2(c), pp.5:15-6:2. If and to the extent
that the balances of the Mortgage Loans are reduced by payments received on or
before the Plans' Effective Date, the cash paid under the Plans (see the First
Amendment at subparagraph 2(e), p.6:8-10) will be increased by the amount of
those payments.

6. Certain Real Property Adjustments. As shown in amended Schedule "4"
presented pursuant to the First Amendment, the real property proposed to be
transferred under the Plans has a

-4-

<PAGE>
total appraised value of $47,187,000. It is likely that the real property will
be the subject of adjustments and reconciliations which may cause minor changes
in the total appraised value. Also, some of the real property may be sold before
the Plans' Effective Date. Any necessary adjustments will be made in the cash
paid under the Plans (see the First Amendment at subparagraph 2(e), p. 6:8-10)
in the same manner as provided in paragraph 5 above with respect to the Mortgage
Loans.

7. Incorporation By Reference. The Second Amendment will be, and
hereby is, incorporated by reference in the Debtors' Plans. At or before the
date of entry of the Confirmation Order (and in accordance with any other
modification(s) of the Plans which may be made as a result of further
settlement(s) or other events in the confirmation process), the Debtors may meld
the modifications made by the Second Amendment into the language of the Plans in
order to make the final iteration of the Plans more precise.

-5-

<PAGE>
8. Plans Continue In Effect. Except as expressly modified by the
Second Amendment, the Debtors' Plans continue in full force and effect.

DATED: November 1, 1995
/s/ Edward J. Shoen
----------------------------------
EDWARD J. SHOEN, Debtor
and Debtor-In-Possession

/s/ James P. Shoen
----------------------------------
JAMES P. SHOEN, Debtor
and Debtor-In-Possession

/s/ John M. Dodds
----------------------------------
JOHN M. DODDS, Debtor
and Debtor-In-Possession

/s/ Aubrey K. Johnson
----------------------------------
AUBREY K. JOHNSON, Debtor
and Debtor-In-Possession

/s/ William E. Carty
----------------------------------
WILLIAM E. CARTY, Debtor
and Debtor-In-Possession

-6-

<PAGE>
PREPARED AND
SUBMITTED BY:

STREICH LANG
A Professional Association
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391

By /s/ John J. Dawson
------------------------------
John J. Dawson
Susan G. Boswell
Ronald E. Reinsel

Attorneys for EDWARD J. SHOEN,
JAMES P. SHOEN, JOHN M. DODDS,
and AUBREY K. JOHNSON,
Debtors and Debtors-In-Possession

MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090

By /s/ Lowell E. Rothschild
-----------------------------
Lowell E. Rothschild

Attorneys for WILLIAM E. CARTY,
Debtor and Debtor-In-Possession

-7-

<PAGE>
APPENDIX "1"

SECURITIES LITIGATION CLAIMS
SETTLEMENT MATERIALS

<PAGE>
SCHEDULE "3"

MORTGAGE LOANS

(AMENDS/REPLACES DISCLOSURE STATEMENT
EXHIBIT "A", SCHEDULE "3")

-9-

<PAGE>
EXHIBIT 2.2

John J. Dawson, Esq. (002786)
Susan G. Boswell, Esq. (004791)
Ronald E. Reinsel, Esq. (011059)
STREICH LANG, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5200

Attorneys for EDWARD J. SHOEN, JAMES P. SHOEN, JOHN M. DODDS, and AUBREY K.
JOHNSON, Debtors and Debtors-In-Possession

Lowell E. Rothschild, Esq. (000635)
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
(520) 624-8886

Attorneys for WILLIAM E. CARTY, Debtor and Debtor-In-Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF ARIZONA

DEBTORS' THIRD AMENDMENT MODIFYING THE AMENDED AND RESTATED
PLANS OF REORGANIZATION PROPOSED BY THE DEBTORS

<PAGE>
This Third Amendment (the "Third Amendment") is proposed by each of
the Debtors(1) in the above-captioned jointly administered Chapter 11 cases.
Pursuant to Bankruptcy Code Section 1127, 11 U.S.C. Section 1127, the Debtors
hereby propose the modifications of their respective Plans(2) which are stated
below:

1. Preliminary Statement. As of the filing date of the Third
Amendment, the Bankruptcy Court has conducted eleven (11) days of evidentiary
hearings in the Confirmation Hearing. Both the Plan Supporters and the Plan
Objectors(3) have completed their respective cases-in-chief regarding
confirmation; and the Plan Supporters' rebuttal case is scheduled for December
7-8, 1995. The Debtors propose the Third Amendment as part of the Plan
Supporters' rebuttal case, and solely for the purpose of addressing various
objections asserted by witnesses called by the Plan Objectors during their
case-in-chief. The Third Amendment does not present any new and different
species of property to be valued and

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

(1) Unless otherwise expressly stated herein, all capitalized defined
terms will have the same meanings as in the Amended and Restated Plans of
Reorganization, the First Amendment, and the Second Amendment which the Debtors
have filed. The Third Amendment is a modification of each of those Plans; and,
henceforth, the defined term "Plan" appearing therein will be deemed to
incorporate and include the Third Amendment.

(2) See note 1, supra, regarding the defined term "Plan" and the
incorporation, henceforth, of the Third Amendment in the Debtors' Plans.

(3) The "Plan Supporters" are the Debtors (who are the proponents of the
Plans) and AMERCO (which has agreed to provide certain funding support for the
Plans). The "Plan Objectors" are the Share Case Plaintiffs and Paul Shoen
(subject to the Plan Supporters' objections that Paul Shoen does not have
standing).

-2-

<PAGE>
transferred under the Debtors' Plans; and it is the Debtors' belief that the
adjustments made by the Third Amendment are the kinds of changes which
ordinarily would be made by negotiations and stipulations in the usual
confirmation environment. However, the Debtors have not had the benefit of such
consensual dealings with the Plan Objectors and, therefore, the Debtors
(together with AMERCO) have not been able to address certain objections and deal
with them until the objections have been asserted by the Plan Objectors and
certain of their witnesses during the Confirmation Hearing.

2. AMERCO Certification. The Debtors are the proponents of their
respective Plans. AMERCO is a supporter and the proposed funder of the Debtors'
payment of the Share Case Claim under their Plans. Wherever the Third Amendment
provides for an act or approval by AMERCO, the attached AMERCO Certification
confirms that AMERCO agrees to do such act and to give such approval. The
Debtors are satisfied that everything now and heretofore requested of AMERCO in
support of the Debtors' Plans has been approved by the AMERCO Funding
Resolution, a copy of which is Exhibit PS-18 received in evidence in the
Confirmation Hearing.

3. Incorporation Of October 17, 1995 Agreement. The Debtors
incorporate in their Plans the Agreement dated October 17, 1995 which the
Debtors have made and executed with AMERCO. A conformed copy of the Agreement
has been received in evidence in the Confirmation Hearing as Exhibit B-127.
Also, the Debtors have filed a motion asking the Bankruptcy Court to approve
their

-3-

<PAGE>
participation in the Agreement (if and to the extent that such approval is
needed); and a copy of the motion (including copies of the Agreement and related
correspondence) has been received in evidence in the Confirmation Hearing as
Exhibit PS-66. The Agreement is subject to confirmation of the Debtors' Plans
and the occurrence of the Effective Date.

4. Computation/Payment Sources Of The Share Case Claim. Attached
Schedule "1-SCC" shows the Debtors' computation of the face amount of the Share
Case Claim and the sources of payment thereof under the Debtors' Plans
(exclusive of the Contingency Fund which remains in effect). Schedule 1-SCC
includes the following adjustments:

(a) Computation Of The Share Case Claim. As stated in the
First Amendment, the face amount of the Share Case Claim has been reduced by
$84,576,312 as a result of the Settlement Agreement and the Stock Purchase
Agreement with Mary Anna (Shoen) Eaton and MARAN, Inc., respectively.
Furthermore, and pursuant to (i) Samuel Shoen's testimony that the Share Case
Plaintiffs received a $1,500,000 payment from Paul Shoen and (ii) the Agreement
between Paul Shoen and the Share Case Plaintiffs (see Exhibit B-1-A in
evidence), which provides that the above-referenced payment reduces the
"principal" of the Share Case Judgment, Schedule 1-SCC shows an additional
$1,500,000 reduction of the Share Case Claim payable to the Share Case
Plaintiffs. Paul Shoen has demanded reimbursement of his $1,500,000 payment from
AMERCO. At the request of the Debtors, AMERCO agrees that, at or before the time
when AMERCO

-4-

<PAGE>
funds the Debtors' Plans on the Effective Date, AMERCO will pay Paul Shoen
$1,500,000 cash to reimburse him for that payment. This agreement by AMERCO is
without prejudice to its right to examine, approve, or disapprove any other or
further demand which may be made, or which has been made, by Paul Shoen or by
anyone else (if anyone) who claims to be similarly situated.

(b) Payment Sources. Schedule 1-SCC shows that the sources of
payment of the Share Case Claim remain the Series B AMERCO Preferred Stock, the
Series D AMERCO Preferred Stock, certain Mortgage Loans, the Class C REMIC
Certificate, certain Real Property, and cash. As shown on Schedule 1-SCC: (i)
the amounts of the Series B and Series D AMERCO Preferred Stock are unchanged;
and (ii) all adjustments (if any) by AMERCO in any other species of property
being transferred under the Plans are, and will be, made dollar for dollar in
the cash paid under the Plans. The latter adjustments already have been
contemplated and provided for in the Debtors' Plans (see, e.g., the Second
Amendment at paragraphs 5 and 6); and Schedule 1-SCC essentially provides
updated calculations pursuant to the Third Amendment.

(c) Cash Support Of Arithmetical Calculations. If any
shortfall arises from any inaccuracy of the Debtors' arithmetical calculations,
the shortfall will be paid in cash on the Effective Date.

5. Issues Regarding Preferred Stock. At the request of the Debtors,
and in response to objections asserted during the testimony of certain of the
witnesses called by the Plan Objectors

-5-

<PAGE>
(primarily Curtis Kimball but also Samuel Shoen), AMERCO agrees to make the
changes in its preferred stock documents which are stated in attached Schedule
"2-Preferred." As shown in Schedule 2-Preferred, AMERCO also expressly confirms
that the "shelf registration" with respect to its Series A Preferred Stock has
been terminated and cannot be renewed. See AMERCO's "Post-Effective Amendment
No. 1," a true and correct copy of which is attached to Schedule 2 - Preferred.
The matters described above and in Schedule 2-Preferred do not change the amount
and composition of the preferred stock being transferred under the Plans.

6. Issues Regarding Mortgage Loans. At the request of the Debtors, and
in response to objections asserted during the testimony of the Plan Objectors'
witness Mitchell Clarfield, AMERCO agrees to provide certain representations and
warranties, which are stated in attached Schedule "3-ML," in conjunction with
the transfer of the Mortgage Loans under the Plans. The representations and
warranties will inure to the benefit of both the applicable Share Case
Plaintiffs (including any Settlement Trust of which they are beneficiaries) and
any transferee(s) from those Share Case Plaintiffs. Schedule 3-ML also reflects
that the Mortgage Loans will be transferred with the underlying loan files,
assignments of the rights of AMERCO and its affiliates under all applicable
reports and opinions, and ALTA Lender's Title Insurance Policies insuring
priority of the liens. If and to the extent that the balances of the Mortgage
Loans are reduced by payments received on or before the Plans' Effective Date,
the cash paid under the

-6-

<PAGE>
Plans will be increased by the amount of those payments. Furthermore, Loan No. 1
listed on Exhibit PS-32 received in evidence in the Confirmation Hearing has
been withdrawn by AMERCO; and the cash paid under the Plans will be increased by
the balance of that loan. See also Schedule 1-SCC.

7. Issues Regarding Class C REMIC Certificate. The Plan Objectors did
not present any expert testimony controverting the value of the Class C REMIC
Certificate (since the Plan Objectors withdrew Dennis Lavin as a witness). If
and to the extent that there is any reduction of the balance of the Class C
Certificate owing to AMERCO as of the Plans' Effective Date, the cash paid under
the Plans will be increased by the amount of any such reduction of the balance
of the Class C Certificate. See also Schedule 1-SCC.

8. Certain Real Property Adjustments. As shown in attached Schedule
"4-RP," and as contemplated and provided for in paragraph 6 of the Second
Amendment, several of the parcels of real property proposed to be transferred
under the Plans are being withdrawn and replaced with cash in the full amounts
of the Cushman & Wakefield appraisals. Any other or further adjustments before
the Plans' Effective Date will be made in the same way. See also Schedule 1-SCC.

9. Settlement Trust Issues. The Settlement Trust is defined in the
Debtors' Plans. It is intended as a vehicle which the applicable Share Case
Plaintiffs (i.e., the beneficiaries) can choose to keep or to dissolve as soon
as it is funded on the

-7-

<PAGE>
Effective Date or at any time thereafter. While the beneficiaries are deciding,
AMERCO agrees to pay the trustee's fees and expenses from the Effective Date to
the three (3) month anniversary of the Effective Date. The form of Settlement
Trust Agreement which comprises Schedule "5" attached to the Disclosure
Statement is a draft document which has been available for review by the Share
Case Plaintiffs and their counsel since approximately July 28, 1995. No comments
have been received by counsel for the Plan Supporters. Notwithstanding the
funding of the Settlement Trust on the Effective Date, and if the applicable
Share Case Plaintiffs (i.e., the beneficiaries) want to keep the Settlement
Trust wholly or in part thereafter, the Debtors and AMERCO are willing to amend
the Settlement Trust nunc pro tunc as of the Effective Date and as reasonably
requested by the beneficiaries within thirty (30) days thereafter, so long as
any requested amendment: (i) retains the Effective Date as the funding date of
the Settlement Trust; and (ii) does not create or increase any financial
obligation of the Debtors (including the Reorganized Debtors) and AMERCO beyond
what is proposed in the Plans. Without thereby delaying the occurrence of the
Effective Date and the funding of the Settlement Trust at that time, the Debtors
and AMERCO also are prepared to work immediately with the Share Case Plaintiffs
and their counsel in an effort to finalize the Settlement Trust Agreement to
their reasonable satisfaction before the Settlement Trust is funded.

-8-

<PAGE>
10. Offer To Settle Disputes. Subject to confirmation of the Plans,
and as of the Effective Date, the Debtors (including the Reorganized Debtors)
and AMERCO offer to exchange mutual releases with the Plan Objectors, including
stipulations for dismissal with prejudice of all pending litigation of any kind.
The mutual releases proposed will be substantially similar to the releases which
were executed in connection with the Agreements by and among the Debtors,
AMERCO, Mary Anna (Shoen) Eaton and her husband, and MARAN, Inc. See Exhibits
PS-15 and PS-16 in evidence in the Confirmation Hearing. The offer is made to
each of the Plan Objectors (but must be accepted by both the individual and
his/her related corporation in the case of the respective Share Case
Plaintiffs); and the offer will expire if it is not accepted in writing by the
Confirmation Date. The Debtors and AMERCO cannot bind, and are not trying to
bind, any unwilling Plan Objector to this offer. Instead, this offer is made
unilaterally in response to assertions during the Plan Objectors' case-in-chief
(primarily Samuel Shoen's testimony) that confirmation and performance of the
Plans will not end Shoen family disputes. The Debtors and AMERCO believe that
such assertions are wrong at least to the extent of disputes which are struggles
for control of AMERCO and adversely affect AMERCO. The Debtors and AMERCO are
willing to agree to a more global settlement if the Plan Objectors are so
inclined, so that (along with the further assurances and the retention of the
Bankruptcy Court's jurisdiction provided below) there can be a comprehensive
resolution of disputes.

-9-

<PAGE>
11. Further Assurances. Without creating or increasing any financial
obligation of the Debtors (including the Reorganized Debtors) and AMERCO beyond
what is proposed in the Plans, the Debtors and AMERCO agree that they will
provide reasonable cooperation and assistance to the Share Case Plaintiffs with
respect to the property transferred pursuant to the Plans.

12. Retention Of Bankruptcy Court's Jurisdiction. Unless the
Bankruptcy Court orders otherwise in the Confirmation Order, the Bankruptcy
Court's retention of jurisdiction provided in the Plans will include retained
jurisdiction to enforce the further assurances provision stated above. The
Debtors (also binding the Reorganized Debtors) and AMERCO expressly consent to
such retention of jurisdiction by the Bankruptcy Court.

13. Incorporation By Reference. The Third Amendment will be, and
hereby is, incorporated by reference in the Debtors' Plans. When and if
requested or permitted by the Bankruptcy Court, the Debtors are willing to meld
the modifications made by the Third Amendment (as well as the First Amendment
and the Second Amendment) into the language of the Plans in order to make the
final iteration of the Plans more precise.

-10-

<PAGE>
14. Plans Continue In Effect. Except as expressly modified by the
Third Amendment, the Debtors' Plans continue in full force and effect.

DATED: December 5, 1995 /s/ Edward J. Shoen
----------------------------------
EDWARD J. SHOEN, Debtor
and Debtor-In-Possession

/s/ James P. Shoen
----------------------------------
JAMES P. SHOEN, Debtor
and Debtor-In-Possession

/s/ John M. Dodds
----------------------------------
JOHN M. DODDS, Debtor
and Debtor-In-Possession

/s/ Aubrey K. Johnson
----------------------------------
AUBREY K. JOHNSON, Debtor
and Debtor-In-Possession

/s/ William E. Carty
----------------------------------
WILLIAM E. CARTY, Debtor
and Debtor-In-Possession

PREPARED AND SUBMITTED BY:

STREICH LANG
A Professional Association
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391

By /s/ John J. Dawson
------------------------------
John J. Dawson
Susan G. Boswell
Ronald E. Reinsel

Attorneys for EDWARD J. SHOEN,
JAMES P. SHOEN, JOHN M. DODDS,
and AUBREY K. JOHNSON,
Debtors and Debtors-In-Possession

-11-

<PAGE>
Lowell E. Rothschild, Esq.
Scott Gan, Esq.
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
Attorneys for WILLIAM E. CARTY,
Debtor and Debtor-In-Possession

-12-

<PAGE>
AMERCO CERTIFICATION

Acting by and through its duly authorized Corporate Secretary
undersigned, AMERCO hereby certifies as follows:

1. AMERCO is familiar with the Debtors' Plans, including the Third
Amendment to which this Certification is attached.

2. AMERCO expressly approves the Debtors' Plans, including the Third
Amendment, and further expressly confirms that wherever the Third Amendment
provides for an act or approval by AMERCO, AMERCO agrees to do such act and to
give such approval.

DATED: December 5, 1995 AMERCO, a Nevada corporation

By /s/ Gary V. Klinefelter
---------------------------------
Gary V. Klinefelter
Its Corporate Secretary

<PAGE>
SCHEDULE 1-SCC

(PERTAINS TO COMPUTATION/ PAYMENT
SOURCES OF THE SHARE CASE CLAIM)

<PAGE>

Schedule 1 - SCC

A. Computation Of The Share Case Claim.

<TABLE>
<S> <C>
Balance on the Petition Date
$461,838,000 plus judgment
interest of ten percent (10%)
per year from February 14, 1995
to and including February 21,
1995) $ 462,723,716 (1)

Less:

Reduction pursuant to Paul
Shoen's Agreement with the
Share Case Plaintiffs (1,500,000)(2)

Reduction pursuant to the
Settlement Agreement and the
Stock Purchase Agreement with
Mary Anna (Shoen) Eaton and
MARAN, Inc. (84,576,312)(3)
-------------
Total Remaining Share Case Claim $ 376,647,404 (4)
=============
</TABLE>

B. Share Case Claim Sources Of Payment.

<TABLE>
<CAPTION>
Property Amounts/Values(5)
-------- --------------
<S> <C>
Series B AMERCO Preferred Stock $101,398,336

Series D AMERCO preferred Stock 193,000,000

Real Property (Adjusted as shown
in Schedule 4-RP)(6) 42,682,000(7)

Mortgage Loans (Balances adjusted
as of December 15, 1995) 13,343,147(7)

Class C REMIC Certificate (Balance
as of November 1, 1995) 12,519,638(7)

Cash 13,704,283(7)
------------
Total of Payments $376,647,404
============
</TABLE>

<PAGE>
C. Notes To Schedule 1 - SCC.

1. This balance does not include any taxable costs (if there are any)
awarded to the Share Case Plaintiffs under the Share Case
Judgment. If and when any such costs are awarded, they will be
paid in cash.

2. As stated in subparagraph 4(a) of the Third Amendment, AMERCO has
agreed to reimburse Paul Shoen for his $1,500,000 payment.

3. This reduction resulted from total cash payments of $64,085,000
which AMERCO paid to Mary Anna (Shoen) Eaton and to MARAN, Inc.
under the respective provisions of a Settlement Agreement and a
Stock Purchase Agreement in which the Bankruptcy Court allowed the
Debtors to participate.

4. This amount does not include any post-Petition Date interest under
the Share Case Judgment. If the Bankruptcy Court determines that
the Debtors are obligated to pay any such interest, the payment
will be made from the Contingency Fund.

5. The Plan Supporters believe that the listed assets have, or may
have, greater actual values than the amounts listed and that the
listed amounts are "at least" the values of those assets. For
purposes of the confirmation standards, and in light of the
testimony of their experts, the Plan Supporters are using the
listed amounts as the values.

6. See note 5, supra. The values of the real property assets are
based on Cushman & Wakefield appraisals which have been received
in evidence.

7. Any further adjustments in the Real Property, the balances of the
Mortgage Loans, and/or the balance of the Class C REMIC
Certificate on or before the Effective Date will be covered by
dollar-for-dollar increases in the cash paid under the Plans. Any
shortfalls resulting from arithmetical miscalculations (if any) by
the Plan Supporters and/or the need to round off certain
fractional interests (e.g., fractional shares of preferred stock)
also will be paid in cash.

<PAGE>
SCHEDULE 2 - PREFERRED

(ADDRESSES CERTAIN CHANGES IN AMERCO'S PREFERRED STOCK DOCUMENTS)

<PAGE>
SCHEDULE 2 - PREFERRED

A. SERIES B PREFERRED STOCK.

The following changes and clarifications are being (or will be) made to
the Form S-2, Registration Statement dated October 31, 1995, and the
Prospectus related thereto with respect to the Series B Fixed Rate
Preferred Stock (collectively, the "Series B Prospectus") under the
general heading "Description of Securities":

1. Special Call Provision.

This provision will be clarified to provide that the only
Securities (as defined in the Series B Prospectus) which are
subject to the Special Call Provision are those that have not
been sold in either a public offering or in a private sale
(other than the offering to which the Series B Prospectus
relates, i.e., the Share Case Plaintiffs or any related
parties thereto).

2. Right of Redemption.

This provision will be changed and clarified to provide that
the Securities (as defined in the Series B Prospectus) may not
be sold in a public offering or in a private sale unless such
Securities are first offered to the Company (as defined in the
Series B Prospectus) by written notice from the holder(s) of
the Securities to the Company. The Company will then have
twenty-one (21) days(1) from receipt of the notice to decide
whether or not to exercise its right of redemption. If the
Company decides within that twenty-one (21) day period to
exercise its right of redemption, it will notify in writing
the holder(s) seeking to sell the Securities. The Company will
then have one hundred twenty (120) days from the date of
giving such written notice in which to perform.

The blank which currently appears in the Series B Prospectus
as to the time period within which the holder(s) of any
Securities must sell (assuming the Company's failure to
exercise its right of redemption) will provide for a two
hundred seventy (270) day period

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

(1) Pursuant to the testimony of Robert Redmond, the notice period was
changed from 180 days as provided in the Series B Prospectus to 30 days. The
Debtors (with the approval of AMERCO) are further shortening the notice period
from 30 days to 21 days.

<PAGE>
for the holder(s) of such Securities to sell before a holder
must again comply with the right of redemption provision.

3. Voting.

This provision will be changed to delete the term
"consecutive" so that whenever dividends payable on any of the
Securities are in arrears for six calendar quarters, the
holders of such shares (voting separately as a class with any
holders of any other cumulative preferred stock upon which
like voting rights have been conferred, i.e., the Series D and
Series A Preferred Stock) will be able to nominate and vote
for the election of two additional directors of the Company in
accordance with the procedures more fully set forth in the
Series B Prospectus.

B. SERIES D PREFERRED STOCK.

The following changes and clarifications are being (or will be) made to
the Form S-2, Registration Statement dated October 31, 1995, and the
Prospectus related thereto with respect to the Series D Floating Rate
Preferred Stock (collectively, the "Series D Prospectus") under the
general heading " Description of Securities":

1. Special Call Provision.

This provision will be clarified in the same manner as set
forth above in Paragraph 1 above for the Series B Preferred
Stock.

2. Right of Redemption.

This provision will be changed and clarified in the same
manner as set forth in Paragraph 2 above for the Series B
Preferred Stock.

3. Voting.

This provision will be changed in the same manner as set forth
in Paragraph 3 above for the Series B Preferred Stock.

C. THE SHELF REGISTRATION (TERMINATION).

The Registration Statement and Prospectus related thereto, dated
October 6, 1993, for Preferred Stock and Debt Securities of AMERCO
(referred to as the "Shelf Registration") was

-2-

<PAGE>
terminated on December 5, 1995 by the filing of "Post-Effective
Amendment No. 1" by AMERCO, a copy of which is attached. Therefore,
there is no currently effective registration statement pursuant to
which AMERCO could issue additional Preferred Stock or Debt Securities.

-3-

<PAGE>
SCHEDULE 3-ML

(PERTAINS TO THE MORTGAGE LOANS BEING TRANSFERRED UNDER THE PLANS)

<PAGE>
SCHEDULE 3-ML

A. STANDARD LENDER'S TITLE INSURANCE POLICIES.

AMERCO(1) will obtain, in the name of the Settlement Trust Trustee as
the insured lender, an ALTA lender's title insurance policy with
respect to each Mortgage Loan transferred under the Plans.

B. DOCUMENTS TO BE TRANSFERRED.

In conjunction with the transfer of the Mortgage Loans under the Plans,
AMERCO will transfer the following:

1. All of the loan and security documents evidencing and securing
the Mortgage Loans;

2. The underlying loan files; and

3. Assignments of all rights of AMERCO under all applicable
reports and opinions, including, but not limited to,
environmental reports and opinions of borrowers' counsel.

C. REPRESENTATIONS AND WARRANTIES.

AMERCO will give the following representations and warranties in
conjunction with the transfer of the Mortgage Loans as provided under
the Plans:

1. Seller(2) has the power and authority to execute the transfer
documents, including authority to sell, assign, and transfer.

2. Execution, delivery, and compliance with the transfer of the
Mortgage Loans will not conflict with any law or regulation or
constitute a default under existing agreements to which Seller
is a party.

3. All action has been taken by Seller to authorize execution,
delivery and performance of the transfer of the Mortgage
Loans.

- --------------------------
(1) As used herein, AMERCO will mean AMERCO or the appropriate subsidiary.

(2) In this context, Seller will mean AMERCO or the appropriate subsidiary.

<PAGE>
4. Seller has obtained any consent, approval, authorization or
order from any body required for execution, delivery and
performance of the transfer of the Mortgage Loans.

5. Seller is the sole owner and holder of each Mortgage Loan.

6. Seller is transferring the Mortgage Loans free and clear of
any and all liens, pledges, charges or security interests of
any nature except any interest of Seller in any encumbrances
and obligations which are junior to the Mortgage Loans being
transferred or in any property management agreement(s) to
which Seller is a party.

7. The Mortgage Loan(s) has not been modified in any material
respect or satisfied, canceled or subordinated.

8. The proceeds of the Mortgage Loan(s) have been fully disbursed
and there is no requirement for future advances.

9. Each Mortgage Loan is covered by an ALTA lender's title
insurance policy.

10. To Seller's knowledge, there is no default, breach, violation
or event of acceleration existing in any of the Mortgage
Loans.

11. No payment required under any Mortgage Loan is more than 30
days past due.

D. KOLB ROAD SELF STORAGE(3).

In response to the concerns of the Share Case Plaintiffs about the
existence of current evidence of indebtedness, attached hereto and by
this reference incorporated herein is the "Amended Order Confirming
Plan" dated April 12, 1993 (the "Amended Order"). In June 1993, after
entry of the Amended Order, U-Haul International, Inc. purchased from
General Financial Services, Inc. the obligation of Kolb Road Self
Storage to General Financial Services, Inc. (as set forth in the
Amended Order).

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

(3) This loan is listed as Loan No. 2 in Exhibit PS-32 which has been
received in evidence in the Confirmation Hearing.

-2-

<PAGE>
SCHEDULE 4-RP

(PERTAINS TO THE REAL PROPERTY, INCLUDING ADJUSTMENTS THEREOF, BEING
TRANSFERRED UNDER THE PLANS)

<PAGE>
SCHEDULE 4-RP

Part A:

CASH SUBSTITUTIONS FOR REAL PROPERTY PREVIOUSLY
PROPOSED TO BE TRANSFERRED UNDER DEBTORS' PLANS

<TABLE>
<CAPTION>
Cushman & Wakefield Property Cushman & Wakefield
Property No. Location Appraised Value
- ------------------- -------- -------------------
<S> <C> <C>
15 Kansas City, KS 460,000.00

22 Houston, TX 265,000.00
FM 1960 & Woodcreek

27 Mesquite, TX 110,000.00

41 Manassas Park, VA 185,000.00

47 Port Orange, FL 525,000.00

58 Fontana, CA 290,000.00
Boyle Avenue

60 Long Beach, CA 1,350,000.00

66 Palm Springs, CA 570,000.00
-------------
Total Cash Replacing Withdrawn Property: $3,755,000.00
=============
</TABLE>

<PAGE>
John J. Dawson, Esq. (002786)
Susan G. Boswell, Esq. (004791)
Ronald E. Reinsel, Esq. (011059)
STREICH LANG, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5200

Attorneys for EDWARD J. SHOEN, JAMES P. SHOEN, JOHN M. DODDS, and
AUBREY K. JOHNSON, Debtors and Debtors-In-Possession

Lowell E. Rothschild, Esq. (000635)
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
(520) 624-8886

Attorneys for WILLIAM E. CARTY, Debtor and Debtor-In-Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF ARIZONA

In re: ) In Proceedings Under
) Chapter 11
EDWARD J. SHOEN, )
) Case No. 95-1430-PHX-JMM
Debtor. )
- ------------------------------
In re: )
) Case No. 95-1431-PHX-JMM
JAMES P. SHOEN, )
)
Debtor. )
- ------------------------------
In re: )
) Case No. 95-1432-PHX-JMM
AUBREY K. JOHNSON, )
)
Debtor. )
- ------------------------------
In re: )
) Case No. 95-1433-PHX-JMM
JOHN M. DODDS, )
)
Debtor. )
- ------------------------------
In re: )
) Case No. 95-1434-PHX-JMM
WILLIAM E. CARTY, )
) (Jointly Administered As
Debtor. ) Case No. 95-1430-PHX-JMM)
- ------------------------------

DEBTORS' FOURTH AMENDMENT MODIFYING THE AMENDED AND RESTATED
PLANS OF REORGANIZATION PROPOSED BY THE DEBTORS
-----------------------------------------------
<PAGE>
This Fourth Amendment (the "Fourth Amendment") is

proposed by each of the Debtors<F1> in the above-captioned jointly

administered Chapter 11 cases. Pursuant to Bankruptcy Code

1127, 11 U.S.C. 1127, the Debtors hereby propose the

modifications of their respective Plans<F2> which are stated below:

1. Preliminary Statement. On January 26, 1996, the
---------------------

Bankruptcy Court issued a "Memorandum Decision Re: Plan
---------------------------------

Confirmation" (the "Memorandum Decision"). As the Debtors will
- ------------

state more fully with respect to other relief which they are

requesting regarding the Bankruptcy Court's rulings in the

Memorandum Decision, the Debtors strongly disagree with certain

of those rulings. Nevertheless, and with full reservation of

their legal rights, the Debtors intend to present, and hereby

present, modifications of their Plans which they believe will

enable them to confirm their Plans as a matter of law even if

they do not succeed in obtaining relief from the disputed rulings

in the Memorandum Decision. The Debtors continue to propose full

payment Plans. The Debtors believe that the Memorandum Decision

is interlocutory; and that, as of the filing date of this Fourth

Amendment modifying the Debtors' Plans, the Bankruptcy Court has
- -------------------------
<F1> Unless otherwise expressly stated herein, all capitalized defined terms
will have the same meanings as in the Amended and Restated Plans of
Reorganization, the First Amendment, the Second Amendment, and the Third
Amendment which the Debtors have filed. The Fourth Amendment is a modification
of each of those Plans; and, henceforth, the defined term "Plan" appearing
therein will be deemed to incorporate and include the Fourth Amendment.

<F2> See note 1, supra, regarding the defined term "Plan" and
--- -----
the incorporation, henceforth, of the Fourth Amendement in the Debtors' Plans.

<PAGE>
not entered (and should not enter) any Order denying confirmation

of the Debtors' Plans. The Debtors further believe that

additional solicitation of acceptances of their Plans (as

modified by the Fourth Amendment) is not necessary; and that

adequate information has been provided to all affected parties

(i.e., the Share Case Plaintiffs) pursuant to the Debtors'
----

existing Disclosure Statements and twelve (12) days of

evidentiary hearings already conducted before the Bankruptcy

Court during the Confirmation Hearing. Accordingly, the Debtors

believe that it is appropriate to schedule further proceedings

regarding confirmation of their Plans.

2. Modified Treatment Of Classes 3A, 3B, 3C, 3E, 3F, And
-----------------------------------------------------

3G. Pursuant to the Fourth Amendment, each of the respective
- --

Share Case Claims in each of the respective Classes listed above

will be treated and paid as follows:

(a) Full Payment. On or before the Effective Date, each
------------

Share Case Claim, if and to the extent that it is an Allowed

Claim, will be paid in full, including, but not limited to, the

payment of all interest on such Allowed Claim which is necessary

to pay the Allowed Share Case Claim in full and to obtain each

Shareholder Plaintiff's AMERCO common stock. Unless otherwise

agreed between the Debtors and the respective Share Case

Plaintiffs, the payments of the Allowed Share Case Claims will

<PAGE>
consist of up to $286 million additional cash<F3> and such other

property (such as publicly traded securities or additional cash

if required to confirm the Plans) which the Bankruptcy Court

determines to be of indisputable value sufficient to pay the

respective Allowed Share Case Claims in full. The Debtors

believe that they have unexpired rights to appeal the Share Case

Judgment; and that they are entitled to relief from certain

rulings made by the Bankruptcy Court in the Memorandum Decision.

Furthermore, the Debtors are prepared to participate in

settlement negotiations under the supervision of a settlement

judge as suggested in the Bankruptcy Court's Memorandum Decision.

Any or all of these matters may affect the amounts ultimately

payable on account of the respective Share Case Claims. The

Debtors will not be precluded from exercising any of these rights

and remedies so long as they satisfy the Bankruptcy Court that

their Plans are confirmable and sufficient to pay the Disputed

Share Case Claims in full when and if they are allowed, and when

and if the Debtors must pay those Allowed Claims as described in

the Memorandum Decision.

(b) Source Of Funds. The Debtors intend to obtain from
---------------

AMERCO the funding necessary to accomplish their payment of the

Allowed Share Case Claims. The Debtors believe that AMERCO will

be able to provide the cash needed to fund the Plans by making

use of financial resources which now will include some or all of

- ------------------
<F3> This amount is in addition to the approximately $64 million
paid to Mary Anna (Shoen) Eaton and MARAN, Inc. in the transactions
approved by the Court in October 1995.
<PAGE>

the assets previously identified as the property to be

transferred to the Share Case Plaintiffs (i.e., the Series "B"

and "D" preferred stock, the Mortgage Notes, the REMIC

Certificate, and/or the Real Property), as well as other

resources of AMERCO.

AMERCO as the recipient of the AMERCO common stock which they are

entitled to obtain from each of the Shareholder Plaintiffs. Such

stock will be retired to AMERCO's treasury.

(d) Distributions. Unless otherwise stipulated by and
-------------

among the Debtors, AMERCO, and the respective Share Case

Plaintiffs, the distributions on account of the respective

Allowed Share Case Claims will be made to the respective

Shareholder Plaintiffs which are the record owners of AMERCO

common stock as of the filing date of the Fourth Amendment.

(e) Incorporation Of Settlement(s). Any settlement(s)
------------------------------

reached on or before the Confirmation Date by and between the

Debtors and any of the respective Share Case Plaintiffs will be

deemed incorporated by reference in the Plans, unless otherwise

agreed in writing by the settling parties and approved by the

Bankruptcy Court.

3. Modification Of Effective Date. The Debtors make the
------------------------------

following modifications in the definition of the Effective Date

in their Plans: (a) the reference to one hundred twenty (120)

days is changed to one hundred eighty (180) days; and (b) the

reference to January 1, 1996 is changed to August 1, 1996.

<PAGE>
Neither of these changes will delay the payment of any Allowed

Claim previously voting to accept the Debtors' respective Plans.

4. Offer To Settle Disputes. Paragraph 10 of the Third
------------------------

Amendment will be deemed withdrawn and superseded in favor of

settlement proceedings which may be conducted before a settlement

judge. The Debtors intend that the spirit of that provision of

the Third Amendment will be included in their negotiations before

a settlement judge.

5. Deletion of Class. The Class in each of the Debtors'
-----------------

Plans identified as "Share Case Judgment Codebtor Claims" is
-----------------------------------

hereby deleted from each of the Plans.

6. Incorporation By Reference. The Fourth Amendment will
--------------------------

be, and hereby is, incorporated by reference in the Debtors'

Plans. The Debtors intend to meld the modifications made by the

Fourth Amendment (as well as the First, Second, and Third

Amendments) into the language of the Plans in order to make the

final iteration of the Plans more precise. Except as modified by

the Fourth Amendment (either expressly or where the context

requires such a modification), the Debtors' Plans continue in

full force and effect. In particular, and without limitation,

the treatment of all other Classes under the Debtors' Plans

. . .

. . .
<PAGE>

(i.e., all remaining Classes other than Classes 3A, 3B, 3C, 3E, 3F, and 3G)

remains the same.

DATED: January 29, 1996 /s/ Edward J. Shoen JPS
-----------------------------
EDWARD J. SHOEN,<F4>
Debtor and Debtor-In-Possession

/s/ James P. Shoen
------------------------------
JAMES P. SHOEN,
Debtor and Debtor-In-Possession

/s/ John M. Dodds JPS
------------------------------
JOHN M. DODDS,<F4>
Debtor and Debtor-In-Possession

/s/ Aubrey K. Johnson JPS
------------------------------
AUBREY K. JOHNSON,<F4>
Debtor and Debtor-In-Possession

/s/ William E. Carty JPS
------------------------------
WILLIAM E. CARTY,<F4>
Debtor and Debtor-In-Possession

- -------------------------
<F4> The Fourth Amendment has been reviewed by each of these
Debtors who are in geographically diverse locations. Each of them has
authorized James P. Shoen to sign their names (and his
initials) to the Fourth Amendment in order to expedite the filing
of the Fourth Amendment.
<PAGE>
PREPARED AND SUBMITTED BY:

STREICH LANG
A Professional Association
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391

By /s/ John J. Dawson
----------------------
John J. Dawson
Susan G. Boswell
Ronald E. Reinsel

Attorneys for EDWARD J. SHOEN,
JAMES P. SHOEN, JOHN M. DODDS,
and AUBREY K. JOHNSON, Debtors
and Debtors-In-Possession

Lowell E. Rothschild, Esq.
Scott Gan, Esq.
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
Attorneys for WILLIAM E. CARTY,
Debtor and Debtor-In-Possession

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10Q DECEMBER 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMEMTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> DEC-31-1995
<CASH> 39,043
<SECURITIES> 0
<RECEIVABLES> 336,358<F1>
<ALLOWANCES> 0
<INVENTORY> 49,645
<CURRENT-ASSETS> 0<F2>
<PP&E> 2,389,803
<DEPRECIATION> 1,128,870
<TOTAL-ASSETS> 2,748,795
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 890,633
<COMMON> 10,000
0
0
<OTHER-SE> 685,174
<TOTAL-LIABILITY-AND-EQUITY> 2,748,795
<SALES> 136,666
<TOTAL-REVENUES> 1,009,228
<CGS> 81,917
<TOTAL-COSTS> 778,563
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,734
<INTEREST-EXPENSE> 52,684
<INCOME-PRETAX> 92,330
<INCOME-TAX> 34,120
<INCOME-CONTINUING> 58,210
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 58,210
<EPS-PRIMARY> 1.32
<EPS-DILUTED> 1.32
<FN>
<F1>THE VALUE FOR RECEIVABLES REPRESENTS THEIR AMOUNTS
NET OF THEIR ALLOWANCES.
<F2>AN UNCLASSIFIED BALANCE SHEET EXISTS IN
THE REGISTRANT'S FINANCIAL STATEMENTS.
</FN>

</TABLE>