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<SEC-DOCUMENT>/in/edgar/work/20000629/0000004457-00-000067/0000004457-00-000067.txt : 20000920
<SEC-HEADER>0000004457-00-000067.hdr.sgml : 20000920
ACCESSION NUMBER:		0000004457-00-000067
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20000331
FILED AS OF DATE:		20000629

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERCO /NV/
		CENTRAL INDEX KEY:			0000004457
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7510
]		IRS NUMBER:				880106815
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-K
			SEC ACT:		
			SEC FILE NUMBER:	001-11255
			FILM NUMBER:		664802
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		1325 AIRMOTIVE WY STE 100
				CITY:			RENO
				STATE:			NV
				ZIP:			89502
				BUSINESS PHONE:		7756886300
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		1325 AIRMOTIVE WAY
					STREET 2:		SUITE 100
					CITY:			RENO
					STATE:			NV
					ZIP:			89502
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	AMERCO
						DATE OF NAME CHANGE:	19770926
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMERCO 10-K 03/31/00
<TEXT>

<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
            FORM 10-K - Annual Report Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934
(Mark One)

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

For the fiscal year ended           March 31, 2000
                          -----------------------------------------------------

                                            OR

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

For the transition period from ______________________ to _______________________

Commission         Registrant, State of Incorporation         I.R.S. Employer
File Number           Address and Telephone Number            Identification No.
- -----------        -----------------------------------        ------------------
   1-11255            AMERCO                                     88-0106815
                      (A Nevada Corporation)
                      1325 Airmotive Way, Suite 100
                      Reno, Nevada  89502-3239
                      Telephone (775) 688-6300

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

   Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of Each Exchange
Registrant                       Title of Class             on Which Registered
- ----------                       --------------           ----------------------
AMERCO                           Series A 8 1/2%         New York Stock Exchange
                                 Preferred Stock
U-Haul International, Inc.            None

   Securities registered pursuant to Section 12(g) of the Act:

             Registrant                       Title of Class
             ----------                       --------------
             AMERCO                           Common
             U-Haul International, Inc.       None

       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
                                              ----     ----

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]

       22,379,787 shares of AMERCO common stock, $0.25 par value, were
outstanding at June 29, 2000.  The aggregate market value of AMERCO
common stock held by non-affiliates (i.e., stock held by persons other than
officers, directors and 5% shareholders of AMERCO) was $152,957,730.
The aggregate market value was computed using the closing price for the
common stock trading on NASDAQ on June 26, 2000.

       5,385 shares of U-Haul International, Inc. common stock, $0.01 par
value, were outstanding at June 29, 2000.  None of these shares were held by
non-affiliates.   U-Haul International, Inc. meets the conditions set forth
in General Instructions (I)(1)(a) and (b) of Form 10-K and is therefore filing
this Form with the reduced disclosure format.

       Portions of AMERCO's Proxy Statement relating to its Annual Meeting of
Stockholders to be held on September 8, 2000, are incorporated by reference in
Part III hereof.


<PAGE>  2
                                TABLE OF CONTENTS

                                                          PAGE NO.
                                     PART I

ITEM   1.  BUSINESS......................................     3

           A.   AMERCO...................................     3

           B.   HISTORY..................................     3

           C.   MOVING AND STORAGE OPERATIONS............     4

           D.   REAL ESTATE OPERATIONS...................     5

           E.   INSURANCE OPERATIONS.....................     6

ITEM   2.  PROPERTIES....................................     9

ITEM   3.  LEGAL PROCEEDINGS.............................     9

ITEM   4.  SUBMISSION OF MATTERS TO A VOTE OF
           SECURITY HOLDERS..............................     9

                                     PART II

ITEM   5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY
           AND RELATED STOCKHOLDER MATTERS...............    10

ITEM   6.  SELECTED FINANCIAL DATA.......................    11

ITEM   7.  MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF
           OPERATIONS....................................    13

ITEM   7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
           ABOUT MARKET RISK.............................    23

ITEM   8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
           DATA..........................................    23

ITEM   9.  CHANGES IN AND DISAGREEMENTS WITH
           ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
           DISCLOSURE ...................................    23

                                     PART III

ITEM  10.  DIRECTORS AND EXECUTIVE OFFICERS OF
           THE REGISTRANTS...............................    24

ITEM  11.  EXECUTIVE COMPENSATION........................    24

ITEM  12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
           OWNERS AND MANAGEMENT.........................    24

ITEM  13.  CERTAIN RELATIONSHIPS AND RELATED
           TRANSACTIONS..................................    24

                                     PART IV

ITEM  14.  EXHIBITS, FINANCIAL STATEMENT
           SCHEDULES AND REPORTS ON FORM 8-K.............    25
<PAGE>  3
                                     PART I

                                ITEM 1.  BUSINESS

                                    A. AMERCO

      AMERCO, a Nevada corporation (AMERCO), is the holding company for
U-Haul International, Inc. (U-Haul), Amerco Real Estate Company (Real
Estate), Republic Western Insurance Company (Republic) and Oxford Life
Insurance Company (Oxford).  Throughout this Form 10-K, unless the
context otherwise requires, the term "AMERCO" includes all of its
subsidiaries.  AMERCO's executive offices are located at 1325 Airmotive
Way, Suite 100, Reno, Nevada 89502-3239, and the telephone number is
(775) 688-6300.  As used in this Form 10-K, all references to a fiscal
year refer to AMERCO's fiscal year ended March 31 of that year.  Republic
and Oxford are consolidated on the basis of calendar years ended
December 31.  Accordingly, all references to the years 1999, 1998 and 1997
correspond to AMERCO's fiscal years 2000, 1999 and 1998, respectively.
AMERCO has four industry segments represented by Moving and Storage
Operations (U-Haul), Real Estate, Property and Casualty Insurance
(Republic) and Life Insurance (Oxford).  See Note 21 of Notes to
Consolidated Financial Statements in Item 8 for financial information
regarding the industry segments.

Moving and Storage Operations
      Moving and self-storage operations consist of the rental of trucks
and trailers, sale of moving aids such as boxes and the rental of self-
storage spaces to the do-it-yourself mover.  Operations are conducted
using the registered tradename U-Haul<REGISTERED TRADEMARK> throughout
the United States and Canada.

Real Estate Operations
      Real Estate owns approximately 90% of U-Haul's real estate assets,
including U-Haul Center and Storage locations.  The remainder of the real
estate assets are owned by various U-Haul entities.  Real Estate is
responsible for managing all of the properties including the
environmental risks of the properties.  Real Estate is responsible for
the purchase of all properties used by AMERCO or any of its subsidiaries.
Real Estate also handles all the dispositions (sale or lease) of unused
real estate.

Property and Casualty Insurance
      Republic originates and reinsures property and casualty-type
insurance products for various market participants, including independent
third parties, U-Haul's customers, independent dealers and AMERCO.

Life Insurance
      Oxford originates and reinsures annuities, life, credit life and
disability, health and Medicare supplement insurance.  Oxford also
administers the self-insured employee health and dental plans for AMERCO.

      On November 21, 1997, Oxford purchased all of the issued and
outstanding shares of Encore Financial, Inc. and its subsidiaries
(Encore).  Encore's primary subsidiary is North American Insurance
Company (NAI).  NAI's premium volume is primarily from the sale of credit
life and disability products, and Medicare supplement insurance.  NAI
owns all of the issued and outstanding common shares of  North American
Fire & Casualty Insurance Company (NAFCIC), a property and casualty
company.  In December 1998, NAFCIC was sold to Republic.

      On November 24, 1997, Oxford purchased all of the issued and
outstanding shares of Safe Mate Life Insurance Company (Safe Mate).  As
of November 1, 1998, Safe Mate merged into Oxford.  Safe Mate's business
was the sale of credit life and disability products.

                                   B. HISTORY

      U-Haul was founded in 1945 under the name "U-Haul Trailer Rental
Company".  From 1945 to 1974, U-Haul rented trailers and, starting in
1959, trucks on a one-way and In-Town<REGISTERED TRADEMARK> basis through
independent dealers.  Since 1974, U-Haul has developed a network of owned
rental centers (U-Haul Centers) through which U-Haul rents its trucks and
trailers and provides related products and services (e.g., the sale and
installation of hitches, as well as the sale of boxes and moving supplies).
At March 31, 2000, U-Haul's distribution network included 1,200 U-Haul
Centers and 14,500 independent dealers.
<PAGE> 4
                                 C. MOVING AND STORAGE OPERATIONS

Business Strategies
      The U-Haul business strategy remains focused on do-it-yourself
moving and self-storage customers.  U-Haul believes that customer access,
in terms of truck or trailer availability and proximity of rental
locations, is critical to its success.  Under the U-Haul name, our
strategy is to offer, in an integrated manner over an extensive and
geographically diverse network of 15,700 Company-owned Centers and
independent dealers, a wide range of products and services to do-it-
yourself moving and self-storage customers.

Moving Operations
      U-Haul has a variety of product offerings.  Rental trucks are
designed with do-it-yourself customers in mind.  U-Haul trailers are
suited to the low profile of many newly manufactured automobiles.  As of
March 31, 2000, the U-Haul rental equipment fleet consisted of 97,000
trucks, 80,300 trailers and 19,200 tow dollies.  Additionally, U-Haul
provides support rental items such as furniture pads and bumper hitches.

      Approximately 90% of U-Haul's rental revenue is from do-it-yourself
      movers.  Moving rentals include:
      (i)  In-Town<REGISTERED TRADEMARK> rentals, where the equipment is
           returned to the originating U-Haul location and
      (ii) one-way rentals, where the equipment is returned to a U-Haul
           location in another city.

      U-Haul's truck and trailer rental business tends to be seasonal,
with proportionally more transactions and revenues generated in the
spring and summer months than during the balance of the year.

      U-Haul also sells a wide selection of moving supplies that include
boxes, tape and packaging materials.  U-Haul Centers also sell and
install hitches and towing systems, and sell propane.

      U-Haul offers protection packages such as:
      (i)  Safemove<REGISTERED TRADEMARK> - which provides moving customers
           with a damage waiver, cargo protection and medical and life
           coverage and
      (ii) Safestor<REGISTERED TRADEMARK> - which provides self-storage
           rental customers with various types of protection for their goods
           in storage.

      Independent dealers receive U-Haul equipment on a consignment basis
and are paid a commission on gross revenues generated from their rentals.
U-Haul maintains contracts with its independent dealers that may typically
be terminated upon 30 days written notice by either party.

      U-Haul designs and manufactures its truck van boxes, trailers and
various other support rental equipment items.  Truck chassis are
manufactured by both foreign and domestic truck manufacturers.  These
chassis receive certain post-delivery modifications and are joined with
van boxes at strategically located Company-owned manufacturing and
assembly facilities in the United States.

      U-Haul services and maintains its trucks and trailers through an
extensive preventive-maintenance program, generally performed at Company-
owned facilities located at or near U-Haul Centers.  Major repairs are
performed either by the chassis manufacturers' dealers or by Company-
owned repair shops, and U-Haul takes advantage of manufacturers'
warranties.

Competition
      The moving truck and trailer rental market is highly competitive
and dominated by national operators in both the In-Town<REGISTERED TRADEMARK>
and one-way markets.  Recently two major competitors combined.
Budget Rent-A-Car acquired Ryder TRS (Ryder Truck Rentals).  Management
believes that this merger will not have a material adverse effect on AMERCO's
financial position or operating results.  Management believes that there are
two distinct users of rental trucks:  commercial users and do-it-yourself users.
U-Haul focuses on the do-it-yourself mover.  U-Haul believes that the principal
competitive factors are convenience of rental locations, availability of
quality rental equipment and price.

<PAGE> 5
Self-Storage Business
      U-Haul entered the self-storage business in 1974 and since then has
increased the rentable square footage of its storage locations through
the acquisition of existing facilities and new construction.  Ten percent
of U-Haul's rental revenue is generated from storage.  In addition, U-Haul
has entered into management agreements to manage self-storage properties
owned by others.  U-Haul has also entered into a strategic and financial
partnership with Private Mini Storage Realty, L.P., a Texas-based operator
of self-storage properties.

      Through over 900 owned or managed storage locations in the United
States and Canada, U-Haul offers for rent more than 29.1 million square
feet of self-storage space.  U-Haul's self-storage facility locations
range in sizes up to 152,000 square feet of storage space, with
individual storage units in sizes from 15 square feet to 400 square feet.

      The primary market for storage rooms is the storage of household
goods.  With the addition of over 20,000 storage rooms during fiscal year
2000, the average occupancy rate of facilities operating over one year
was 84.1%, with modest seasonal variations.  During fiscal year 2000,
delinquent rentals as a percentage of total storage rentals were
approximately 6.8%.  U-Haul considers this rate to be satisfactory.

Competition
      The primary competition for a U-Haul self-storage location is other
storage facilities within a trade area offering a comparable level of
convenience to the customer.

Employees
      As of March 31, 2000, U-Haul's non-seasonal work force consisted of
15,800 full and part-time employees.

                                   D. REAL ESTATE OPERATIONS

Real Estate Operations
      Real Estate has responsibility for actively marketing properties
available for sale or lease.  Real Estate is also responsible for
managing any environmental risks associated with AMERCO's real estate.

Environmental Matters
      Compliance with environmental requirements of federal, state and
local governments significantly affects Real Estate's business
operations.  Among other things, these requirements regulate the
discharge of materials into the water, air and land and govern the use
and disposal of hazardous substances.  Real Estate is aware of issues
regarding hazardous substances on the properties.  Real Estate regularly
makes capital and operating expenditures to stay in compliance with
environmental laws.  Since 1988, Real Estate has managed a testing and
removal program for underground storage tanks.  Under this program, over
3,000 tanks have been removed at a cost of $40.0 million.

      A subsidiary of U-Haul, INW Company (INW), owns one property located
within two different state hazardous substance sites in the State of
Washington.  The sites are referred to as the "Yakima Valley Spray Site" and
the "Yakima Railroad Area."  INW has been named as a "potentially liable
party" (PLP) under state law with respect to this property as it relates to
both sites.

      Based upon the information currently available to Real Estate,
compliance with the environmental laws and its share of the costs of
investigation and cleanup of known hazardous waste sites are not
expected to have a material adverse effect on AMERCO's financial
position or operating results.
<PAGE> 6

                                    E. INSURANCE OPERATIONS

Business Strategies
      Republic's principal business strategy is to provide specialty
insurance for personal, commercial and reinsurance markets.  Republic
focuses on selected regional and under-served customers through managing
general agents, independent agents and brokers.

      Oxford's business strategy is long-term capital growth through
direct writing of annuity, credit life and disability, universal life and
Medicare supplement insurance.  Currently, Oxford is pursuing this growth
strategy of increased direct writing via acquisitions of small insurance
companies, expanded distribution channels and product enhancement and
diversity.  The acquisitions of North American Insurance Company and Safe
Mate Life Insurance Company in 1997 represent a significant movement
toward this long-term goal.  Oxford has significantly expanded its
distribution channels and administrative capabilities through these
acquisitions.

Investments
      Republic and Oxford investments must comply with the insurance laws
of the state of domicile.  These laws prescribe the type, quality and
concentration of investments that may be made.  Moreover, in order to be
considered an acceptable reinsurer by cedents and intermediaries, a
reinsurer must offer financial security.  The quality and liquidity of
invested assets are important considerations in determining such
security.

      The investment philosophies of Republic and Oxford emphasize
protection of principal through the purchase of investment grade fixed-
income securities.  Approximately 88.0% of Republic's and 88.2% of
Oxford's fixed-income securities consist of investment grade securities
(NAIC-2 or greater).  The maturity distributions are designed to provide
sufficient liquidity to meet future cash needs.

Reinsurance
      Republic and Oxford assume and cede insurance from and to other
insurers and members of various reinsurance pools and associations.
Reinsurance arrangements are utilized to provide greater diversification
of risk and to minimize exposure to large risks.  However, the original
insurer retains primary liability to the policyholder should the assuming
insurer not be able to meet its obligations under the reinsurance
agreements.

Regulation
      Republic and Oxford are subject to regulation throughout the United
States.  The regulation extends to such matters as licensing companies
and agents, restricting the types, quality or quantity of investments,
regulating capital and surplus and actuarial reserve maintenance, setting
solvency standards, filing of annual and other reports on financial
position, and regulating trade practices.  State laws also regulate
transactions and dividends between an insurance company and its parent or
affiliates, and generally require prior approval or notification for any
change in control of the insurance subsidiary. Republic's unpaid loss and
loss expenses are certified annually by an independent actuarial
consulting firm as required by state regulation.

      In the past few years, the insurance and reinsurance regulatory
framework has been subjected to increased scrutiny by the National
Association of Insurance Commissioners (NAIC), federal and state
legislatures and insurance regulators.  These regulators are considering
increased regulations, with an emphasis on insurance company investment
and solvency issues.  It is not possible to predict the future impact of
changing state and federal regulations on the operations of Republic and
Oxford.

      Republic and Oxford are in compliance with NAIC minimum risk-based
capitalization requirements for insurance companies as of December 31, 1999.

Competition
      The highly competitive insurance industry includes a large number
of property and casualty insurance companies and life insurance
companies.  In addition, the marketplace now includes financial service
firms offering both insurance and financial products.  Many competitors
have been in business for a longer period of time or possess
substantially greater financial resources.  Competition in the insurance
business is based upon price, product design and services rendered to
producers and policyholders.
<PAGE> 7
Employees
      Republic's non-seasonal work force consists of 386 full and part-
time employees.

      Oxford's non-seasonal work force consists of 160 full and part-time
employees.

Life Insurance
      Oxford offers annuities, life, credit life and disability, and
Medicare supplement insurance products, both as a direct writer and as an
assuming reinsurer.  In addition, Oxford administers self-insured group
health and dental plans for AMERCO.  Reinsurance arrangements are entered
into with unaffiliated reinsurers.  Oxford's subsidiary, North American
Insurance Company underwrites credit life and disability and Medicare
supplement insurance.

Property and Casualty
      Republic's business activities consist of three basic areas:  U-Haul,
direct and assumed reinsurance underwriting.  U-Haul underwritings include
coverage for U-Haul customers, independent dealers and employees of AMERCO.
For the year ended December 31, 1999, approximately 18.3% of Republic's
written premiums resulted from U-Haul underwriting activities.  Republic's
direct underwriting is done through company-employed underwriters and
selected general agents.  The products provided include liability coverage
for rental vehicle lessees, storage rental properties, coverage for commercial
multiple peril, nonstandard auto, mobile homes and excess workers' compensation.
Republic's assumed reinsurance underwriting is done via broker markets.  In an
effort to decrease risk, Republic has entered into various catastrophe cover
policies to limit its exposure.

      The liability for reported and unreported losses is based on both
Republic's historical and industry averages.  Unpaid loss adjustment expenses
are based on historical ratios of loss adjustment expenses paid to losses paid.
The liability for unpaid claims and unpaid claims expenses is based on estimates
of the amount necessary to settle all claims as of the statement date.  Both
reported and unreported losses are included in the liability.  Republic updates
the liability estimate as additional facts regarding claim costs become
available.  These estimates are subject to uncertainty and variation due to
numerous factors.  In estimating reserves, no attempt is made to isolate
inflation from the combined effect of other factors including inflation.  Unpaid
losses and unpaid loss expenses are not discounted.

      Activity in the liability for unpaid claims and claim adjustment
expenses is summarized as follows:

                                         1999      1998      1997
                                       ---------------------------
                                             (in thousands)
Balance at January 1                 $ 344,748   384,816   332,674
  Less reinsurance recoverable          68,135    75,286    60,319
                                       ---------------------------
Net balance at January 1               276,613   309,530   272,355
Incurred related to:
  Current year                         135,382   116,069   132,291
  Prior years                            8,468    (8,827)   23,192
                                       ---------------------------
Total incurred                         143,850   107,242   155,483
Paid related to:
  Current year                          55,136    36,407    28,972
  Prior years                           94,606   103,752    89,336
                                       ---------------------------
Total paid                             149,742   140,159   118,308
Net balance at December 31             270,721   276,613   309,530
  Plus reinsurance recoverable          64,137    68,135    75,286
                                       ---------------------------
Balance at December 31               $ 334,858   344,748   384,816
                                       ===========================

      As a result of changes in estimates of insured events in prior
years, the provision for unpaid loss and loss adjustment expenses (net of
reinsurance recoveries of $27.9 million) increased by $8.4 million in 1999.

      The table on page 8 illustrates the change in unpaid loss and loss
adjustment expenses.  First line - reserves as originally reported at the
end of the stated year.  Second section, reading down, - cumulative
amounts paid as of the end of successive years with respect to that
reserve.  Third section, reading down, - revised estimates of the
original recorded reserve as of the end of successive years.  Last
section - compares the latest revised estimated reserve amount to the
reserve amount as originally established.  This last section is
cumulative and should not be summed.
<PAGE> 8
<TABLE>
<CAPTION>

                                                  Unpaid Loss and Loss Adjustment Expenses

                                                               December 31
- --------------------------------------------------------------------------------------------------------------------------
                           1989     1990     1991     1992     1993     1994     1995     1996     1997     1998     1999
- --------------------------------------------------------------------------------------------------------------------------
                                                              (in thousands)
<S>                     <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Unpaid Loss and Loss
Adjustment Expenses:    $207,939  226,324  236,019  238,762  314,482  329,741  341,981  332,674  384,816  344,748  334,858

  Paid (Cumulative)
        as of:
   One year later         50,992   55,128   65,532   83,923   70,382   86,796   89,041   89,336  103,752   94,606
   Two years later        87,850   97,014  105,432  123,310  115,467  139,247  150,001  161,613  178,455
   Three years later     116,043  120,994  126,390  153,030  146,640  173,787  195,855  208,168
   Four years later      132,703  133,338  143,433  173,841  166,068  198,434  226,815
   Five years later      142,159  144,764  153,730  181,677  181,174  219,425
   Six years later       151,227  152,424  160,875  191,938  194,652
   Seven years later     158,043  157,979  168,975  200,281
   Eight years later     162,038  163,860  175,364
   Nine years later      167,122  169,681
   Ten years later       171,744

Reserve Reestimated
        as of:
   One year later        206,701  229,447  231,779  251,450  321,058  338,033  353,508  354,776  357,733  339,602
   Two years later       206,219  221,450  224,783  254,532  323,368  340,732  369,852  342,164  364,894
   Three years later     199,925  211,998  223,403  253,844  309,936  349,459  328,445  346,578
   Four years later      198,986  207,642  214,854  231,536  317,687  302,808  331,897
   Five years later      197,890  200,629  198,320  239,888  267,005  300,180
   Six years later       194,601  189,601  210,872  263,843  262,517
   Seven years later     189,175  200,556  231,407  259,798
   Eight years later     199,075  217,005  227,603
   Nine years later      212,331  213,981
   Ten years later       209,693

Cumulative Redundancy
   (Deficiency)         $ (1,754)  12,343    8,416  (21,036)  51,965   29,561   10,084  (13,904)  19,922    5,146
Retro Premium
   Recoverable          $ 10,277    7,241    2,329   (1,206)   6,044    4,430   10,803    7,956    4,918    6,797
Reestimated Reserve:
Amount (Cumulative)     $  8,523   19,584   10,745  (22,242)  58,009   33,991   20,887   (5,948)  24,840   11,943
</TABLE>
<PAGE> 9

                                     ITEM  2. PROPERTIES

      AMERCO subsidiaries own property, plant and equipment that are utilized
in the manufacture, repair and rental of U-Haul equipment and that provide
office space for the Company.  Such facilities exist throughout the United
States and Canada.  The majority of land and buildings used by U-Haul is owned
in fee and is substantially unencumbered.  U-Haul also manages storage
facilities owned by others.  In addition, U-Haul owns certain real estate not
currently used in its operations.  U-Haul operates 1,200 U-Haul Centers
(including Company-owned storage locations), manages 206 storage centers and
operates 12 manufacturing and assembly facilities.  U-Haul also operates 100
repair facilities located at or near a U-Haul Center.


                                 ITEM  3.  LEGAL PROCEEDINGS

      In the normal course of business, AMERCO is a defendant in a number of
suits and claims.  AMERCO is also a party to several administrative
proceedings arising from state and local provisions that regulate the
removal and/or cleanup of underground fuel storage tanks.  It is the opinion
of management that none of the suits, claims or proceedings involving
AMERCO, individually or in the aggregate, are expected to result in a
material loss.  See "Item 1.  Business - Environmental Matters".

      Reference is made to Note 15 in Notes to Consolidated Financial
Statements for a discussion of stockholder litigation and California overtime
litigation.


                ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter was submitted to a vote of the security holders during the
fourth quarter of the fiscal year covered by this report, through the
solicitation of proxies or otherwise.
<PAGE> 10

                                PART II

ITEM  5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

      As of June 29, 2000, there were approximately 3,400 holders of record
of AMERCO's common stock.

      AMERCO's common stock has been traded on NASDAQ National Market
(NASDAQ) since November 1994 under the symbol "UHAL".  The following table
sets forth the high and low closing prices of the common stock of AMERCO
trading on NASDAQ for the periods indicated.


                                         For the Years Ended March 31,
                                 --------------------------------------------
                                        2000                      1999
                                 --------------------------------------------
                                  High        Low           High        Low
                                 --------------------------------------------

       First quarter              25 1/2      20 3/8        33 9/16     28 5/8
       Second quarter             28 9/16     22 1/4        29 1/2      21 1/8
       Third quarter              29 3/4      23 3/8        29          20 1/8
       Fourth quarter             26 63/64    16 1/2        29          20 11/16

      AMERCO has not declared any cash dividends to common stockholders for
the two most recent fiscal years.

      AMERCO does not have a formal dividend policy.  AMERCO's Board of
Directors periodically considers the advisability of declaring and paying
dividends in light of existing circumstances.  AMERCO does not intend to pay
dividends in the foreseeable future.  See Note 20 of Notes to Consolidated
Financial Statements in Item 8 for a discussion of certain statutory
restrictions on the ability of the insurance subsidiaries to pay dividends
to AMERCO.

      See Note 16 of Notes to Consolidated Financial Statements in Item 8
for a discussion of AMERCO's non-cash dividends.  See Note 6 of Notes to
Consolidated Financial Statements in Item 8 for a discussion of changes to
common shares outstanding.

      The common stock of U-Haul is wholly-owned by AMERCO.  As a result, no
active trading market exists for the purchase and sale of such common stock.
No cash dividends were declared to AMERCO by U-Haul during the two most
recent fiscal years.
<PAGE> 11
<TABLE>
<CAPTION>
                                                  ITEM 6. SELECTED FINANCIAL DATA
                                                AMERCO AND CONSOLIDATED SUBSIDIARIES

                                                                 For the Years Ended March 31,
                                              -------------------------------------------------------------------
                                                    2000         1999           1998          1997          1996
                                              -------------------------------------------------------------------
                                                       (in thousands, except share, per share data and ratios)
<S>                                          <C>             <C>             <C>          <C>           <C>
Summary of Operations:
Rental revenue and net sales                 $  1,339,348    1,255,493       1,194,948    1,146,751     1,107,782
Premiums, net investment and interest income      344,022      299,286         230,308      238,628       217,309
                                                ---------    ---------       ---------    ---------     ---------
                                                1,683,370    1,554,779       1,425,256    1,385,379     1,325,091
                                                ---------    ---------       ---------    ---------     ---------

Operating expenses
  and cost of sales (5)                         1,030,821      983,422         920,284      882,472       853,427
Benefits, losses and amortization of
  deferred acquisition costs                      244,579      208,281         189,770      190,623       154,795
Lease expense                                     136,044      118,742          89,879       85,973        69,097
Depreciation, net (3)                              87,647       73,066          69,655       66,742        83,989
                                                ---------    ---------       ---------    ---------     ---------
                                                1,499,091    1,383,511       1,269,588    1,225,810     1,161,308
                                                ---------    ---------       ---------    ---------     ---------
Earnings                                          184,279      171,268         155,668      159,569       163,783
Interest expense                                   81,532       73,658          79,369       76,041        67,557
                                                ---------    ---------       ---------    ---------     ---------

Pretax earnings                                   102,747       97,610          76,299       83,528        96,226
Income tax expense                                (36,922)     (35,101)        (27,643)     (29,344)      (35,832)
                                                ---------    ---------       ---------    ---------     ---------
Earnings from operations before
  extraordinary loss on early
  extinguishment of debt                           65,825       62,509          48,656       54,184        60,394
Extraordinary loss on early extinguishment
  of debt, net (8) (9) (10) (11)                     (334)         -           (13,672)      (2,319)          -
                                                ---------    ---------       ---------    ---------     ---------

Net earnings                                 $     65,491       62,509          34,984       51,865        60,394
                                                =========    =========       =========    =========     =========

Earnings per common share
  (both basic and diluted):
Earnings from operations before
  extraordinary loss on early
  extinguishment of debt per
  common share (2) (4)                       $       2.39         2.07            1.28         1.44          1.33
Net earnings (2) (4) (8) (9) (10) (11)               2.37         2.07             .66         1.35          1.33
Weighted average common shares
  outstanding (4)                              21,934,390   21,937,686      21,896,101   25,479,651    35,736,335
Cash dividends declared:
  Preferred stock                            $     13,641       17,414          20,766       16,875        12,964
  Common stock                                        -            -               -            -             -
Ratio of earnings to fixed charges (1)               1.71         1.73            1.56         1.64          1.90


</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
                                              ITEM 6. SELECTED FINANCIAL DATA, continued
                                                  AMERCO AND CONSOLIDATED SUBSIDIARIES

                                                                 For the Years Ended March 31,
                                              -------------------------------------------------------------------
                                                  2000           1999           1998          1997          1996
                                              -------------------------------------------------------------------
                                                     (in thousands, except share, per share data and ratios)
<S>                                          <C>             <C>             <C>          <C>           <C>
Balance Sheet Data:
Property, plant and
   equipment, net                            $  1,382,662    1,294,824       1,275,756    1,247,066     1,316,715
Total assets                                    3,125,225    3,087,503       2,913,277    2,718,994     2,823,407
Notes and loans payable                         1,137,840    1,114,748       1,025,323      983,550       998,220
Stockholders' equity (4) (11)                     585,294      616,025         595,059      602,320       649,548
Other information:
EBITDAR (6)                                       455,804      404,112         359,369      339,906       335,307
Operating profit margin (7)                          13.6%        13.6%           13.0%        13.6%         14.1%

 (1)    For purposes of computing the ratio of earnings to fixed charges, "earnings" consists of pretax earnings from operations
        plus total fixed charges excluding interest capitalized during the period and "fixed charges" consists of interest expense,
        preferred stock dividends, capitalized interest, amortization of debt expense and discounts and one-third of the Company's
        annual rental expense (which AMERCO believes is a reasonable approximation of the interest factor of such rentals).

 (2)	   Earnings and net earnings per common share were computed after giving effect to the dividends on the Company's Series B
        floating rate stock for the years ended March 31, 2000, 1999, 1998 and 1997.

 (3)    Reflects the change in estimated residual value during the years ended March 31, 1998 and 1996.

 (4)    Reflects the acquisition of treasury shares acquired pursuant to the Shoen Litigation as discussed in
        "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Stockholder Litigation".

 (5)    Reflects the adoption of Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
        for Internal Use" during the year ended March 31, 1998.

 (6)    EBITDAR is defined as earnings before interest expense, taxes, depreciation, amortization and lease expense (100%).
        EBITDAR is presented because the Company believes it is a widely accepted financial indicator of an entity's ability to
        incur and service debt.

 (7)    Operating profit margin - Earnings from operations plus 1/3 lease expense divided by total revenues.

 (8)    Reflects the early extinguishment of debt with notional amounts totaling $76.0 million and $255.0 million during
        fiscal year 1998.

 (9)    Reflects the early extinguishment of debt and long-term notes with notional amounts totaling $76.3 million and
        $86.2 million, respectively, during fiscal year 1997.

(10)    Reflects the early extinguishment of Medium-Term Notes and Bond Backed Asset Trust certificates with notional amounts
        totaling $50.0 million and $100.0 million, respectively, during fiscal year 2000.

(11)    Reflects the redemption of $25 million, $50 million and $25 million of Series B Preferred Stock in fiscal years 2000, 1999
        and 1998, respectively.
</TABLE>



<PAGE> 13

           ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements
      This report contains forward-looking statements.  Additional
written or oral forward-looking statements may be made by AMERCO from
time to time in filings with the Securities and Exchange Commission or
otherwise.  Management believes such forward-looking statements are
within the meaning of the safe-harbor provisions.  Such statements may
include, but not be limited to, projections of revenues, income or loss,
estimates of capital expenditures, plans for future operations, products
or services and financing needs or plans, as well as assumptions relating
to the foregoing.  The words "believe", "expect", "anticipate",
"estimate", "project" and similar expressions identify forward-looking
statements, which speak only as of the date the statement was made.
Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified.  Future
events and actual results could differ materially from those set forth
in, contemplated by or underlying the forward-looking statements.  The
following disclosures, as well as other statements in this report
and in the Notes to AMERCO's Consolidated Financial Statements, describe
factors, among others, that could contribute to or cause such
differences, or that could affect AMERCO's stock price.

General
      Information on fiscal year and industry segments is incorporated by
reference to "Item 8. Financial Statements and Supplementary Data - Notes
1, 20 and 21 of Notes to Consolidated Financial Statements".  The notes
discuss the principles of consolidation, summarized consolidated
financial information and industry segment and geographic area data,
respectively.  In consolidation, all intersegment premiums are eliminated
and the benefits, losses and expenses are retained by the insurance
companies.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities
      Net cash provided by operating activities was $237.7 million,
$159.5 million and $180.6 million in fiscal years 2000, 1999 and 1998,
respectively.  Details by material segment follows:

  Moving and Storage Operations
      Cash provided by operating activities was $147.5 million, $128.5
million and $109.8 million in fiscal years 2000, 1999 and 1998,
respectively.  The increase from fiscal year 1999 to fiscal year 2000 is
partially due to an increase in net income.  The increase from fiscal
year 1998 to fiscal year 1999 is also partially due to increased net
income.

  Real Estate Operations
      Cash provided by operating activities was $24.8 million,
$38.0 million and $92.5 million in fiscal years 2000, 1999 and 1998,
respectively.  The decrease in fiscal year 2000, is due to a decrease in
the intercompany payable.  In fiscal year 1999, proceeds received from
the sale of real estate was used to pay down the intercompany payable.

  Property and Casualty
      Cash provided (used) by operating activities was $(11.1) million,
$(21.7) million and $23.8 million for the years ended December 31, 1999,
1998 and 1997, respectively.  The 1999 to 1998 change resulted mainly
from the increased funds withheld liability, decreased paid losses
recoverable and a smaller decrease in loss and loss adjustment expense
reserves.  This was offset by increased premiums and agent's balances
and the intercompany receivable due from affiliates.  The 1998 to 1997
change resulted mainly from an increase in paid losses recoverable and
the change in loss and loss expense reserves partially offset by increased
net income and decreased accounts receivable.

      Republic's cash and cash equivalents and short-term investment
portfolio were $6.0 million, $6.1 million and $16.3 million at December
31, 1999, 1998 and 1997, respectively.  This balance reflects funds in
transition from maturity proceeds to long-term investments.  This level
of liquid assets, combined with budgeted cash flow, is adequate to meet
periodic needs.  Capital and operating budgets allow Republic to schedule
cash needs in accordance with investment and underwriting proceeds.
<PAGE> 14

  Life Insurance
      Cash provided by operating activities was $22.2 million, $34.6
million and $8.2 million for the years ended December 31, 1999, 1998 and
1997, respectively.  The decrease in cash flows from operating activities
in 1999 relates to paid loss experience.  The increase in cash flows from
operating activities in 1998 relates to the increased premium production
in the credit insurance and Medicare supplement areas.

      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.

      In addition to cash flows from operating and financing activities,
a substantial amount of liquid funds is available through Oxford's short-
term portfolio.  Short-term investments aggregated $30.7 million, $63.4
million and $13.4 million at December 31, 1999, 1998 and 1997,
respectively.  Management believes that the overall sources of liquidity
will continue to meet foreseeable cash needs.

Consolidated Group
      To meet the needs of its customers, U-Haul must maintain a large
inventory of fixed asset rental items.  At March 31, 2000, net property,
plant and equipment represented approximately 66.6% of total assets from
non-insurance operations and approximately 44.2% of consolidated assets.
In fiscal year 2000, gross capital expenditures for property, plant and
equipment were $417.6 million, as compared to $298.5 million and
$392.3 million in fiscal years 1999 and 1998, respectively.  These
expenditures primarily reflect the replacement of certain rental trucks and
trailers.  The capital needs required to fund these acquisitions were funded
with internally generated funds from operations and lease financings.

      During each of the fiscal years ending March 31, 2001, 2002 and
2003, U-Haul estimates gross capital expenditures will average
approximately $325 million primarily reflecting rental fleet rotation.
This level of capital expenditures, combined with a potential range of
$30-$115 million in annual long-term debt maturities, are expected to
create annual average funding needs of approximately $355-$440 million.
Management estimates that U-Haul will fund 100% of these requirements
with leases and internally generated funds, including proceeds from the
disposition of older trucks and other asset sales.

Moving and Storage Operations
      U-Haul's stockholder's equity was $435.4 million, $384.7 million
and $342.9 million in fiscal years 2000, 1999 and 1998, respectively.  The
increase in fiscal year 2000 was due to earnings.  The increase in fiscal
year 1999 was due to earnings and to the sale of property to a related party
recorded in the Consolidated Statements of Changes in Stockholders' Equity.
The increase in fiscal year 1998 was due to increased earnings.

Real Estate Operations
      Real Estate stockholder's equity was $95.6 million, $79.5 million
and $45.5 million in fiscal years 2000, 1999 and 1998, respectively.  The
increase in fiscal year 2000 was due to earnings. The increase in fiscal
year 1999 was due to earnings and to the sale of property to a related
party recorded in the Consolidated Statements of Changes in Stockholders'
Equity.  The increase in fiscal year 1998 was due to increased earnings.
<PAGE> 15
Property and Casualty
      Republic maintains a diversified securities investment portfolio,
primarily in bonds at varying maturity levels with 88.0% of the fixed-
income securities consisting of investment grade securities.  The
maturity distribution is designed to provide sufficient liquidity to meet
future cash needs.  Current liquidity remains strong, with current
invested assets equal to 92.9% of total liabilities.

      The liability for reported and unreported losses are based upon
both Republic's historical and industry averages.  Unpaid loss adjustment
expenses are based on historical ratios of loss adjustment expenses paid
to losses paid.  Unpaid loss and loss expenses are not discounted.

      Republic's stockholder's equity was $208.5 million, $211.4 million
and $195.4 million at December 31, 1999, 1998 and 1997, respectively.
Republic considers current stockholder's equity to be adequate to support
future growth and absorb unforeseen risk events.  Republic does not use
debt or equity issues to increase capital and therefore has no exposure
to capital market conditions.

Life Insurance
      Oxford's stockholder's equity was $88.1 million, $93.6 million and
$85.8 million in 1999, 1998 and 1997, respectively.  Oxford did not pay
dividends to its parent during 1999, 1998 or 1997.

      Applicable laws and regulations of the State of Arizona require
Republic and Oxford to maintain minimum capital determined in accordance
with statutory accounting practices.  Such amount is $1.0 million and
$0.4 million, for Republic and Oxford, respectively.  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 which can be distributed
as dividends without regulatory approval at December 31, 1999 is $16.1 million
and $1.4 million for Republic and Oxford, respectively at December 31, 1999.
These restrictions are not expected to have a material adverse effect on
the ability of the Company to meet its cash obligations.  Oxford issued a
surplus note to AMERCO on December 31, 1998 for $10.0 million.
Approval by the Arizona Department of Insurance is required prior to
payment of principal and interest.

Credit Agreements
      AMERCO'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.
To finance its fleet of trucks and trailers, U-Haul routinely enters into
sale and leaseback transactions.  As of March 31, 2000, AMERCO had
$1,137.8 million in total notes and loans outstanding and unutilized
committed lines of credit of approximately $241.0 million.

      Certain of AMERCO's credit agreements contain restrictive financial
and other covenants, including, among others, covenants with respect to
incurring additional indebtedness, issuing mandatory repayment preferred
stock, maintaining certain financial ratios and placing certain
additional liens on its properties and assets.  At March 31, 2000, AMERCO
was in compliance with these covenants.

      Reference is made to Note 5 of Notes to Consolidated Financial Statements.

Results of Operations - Consolidated

Rental Revenue
      Rental revenue, net of commission expense was $1,150.5 million,
$1,074.2 million and $1,018.7 million in fiscal years 2000, 1999 and
1998, respectively.  Details by material segment follow:

   Moving and Storage Operations
      Rental revenue was $1,148.2 million, $1,072.1 million and $1,016.2
million in fiscal years 2000, 1999 and 1998, respectively.  The increase
from fiscal year 1999 to fiscal year 2000 was primarily due to the growth
in truck rental revenues which benefited from transactional growth and
reflects a higher average revenue per transaction.  The increase from
fiscal year 1998 to fiscal year 1999 also reflects a growth in truck
rental revenues benefiting from transactional growth reflecting increased
utilization.
<PAGE> 16
   Real Estate Operations
      Rental revenue, before intercompany eliminations, were $73.4 million,
$74.0 million and $69.9 million in fiscal years 2000, 1999 and 1998,
respectively.  Intercompany rental revenue was $71.0 million, $71.9
million and $67.4 million in fiscal years 2000, 1999 and 1998,
respectively.  The decrease from fiscal year 1999 to fiscal year 2000
was $0.6 million.  Rental revenue was consistent between fiscal year 1999 and
fiscal year 2000.  The increase from 1998 to 1999 reflects the addition
of new system operating companies.

Net Sales
      Net sales revenues were $188.8 million, $181.3 million and $176.2
million in fiscal years 2000, 1999 and 1998, respectively.  Revenue
growth from the sale of moving support items (i.e. boxes, etc.) and
propane resulted in the increase for each year.

Premiums
      Premium revenues, after intercompany eliminations, were $262.1
million, $226.8 million and $164.6 million in fiscal years 2000, 1999 and
1998, respectively.  Details by material segment follow:

   Property and Casualty
      Premium revenues, before intercompany eliminations, were $173.8
million, $145.3 million and $155.9 million for the years ended December
31, 1999, 1998 and 1997, respectively.  The 1999 premium increase
resulted from assumed treaty reinsurance which increased to $80.7
million, $51.2 million and $49.1 million in the years ended December 31,
1999, 1998 and 1997, respectively.  Republic underwrites professional
reinsurance via broker markets and premiums in this area increased due to
the agricultural reinsurance business.  Direct multiple peril and general agency
premium increased to $25.0 million and $17.8 million in 1999 compared to
$21.0 million and $6.5 million in 1998, and $16.5 million and $5.8 million
in 1997, respectively.  This increase was reduced by rental industry earnings,
which decreased to $50.3 million in 1999 from $66.6 million in 1998 and
$84.5 million in 1997, respectively.  This decrease results from the
restructuring of the U-Haul Business Auto General Liability policy.
The deductible was changed at April 1, 1999 from a flat deductible to a 95%
deductible.  This reduced premium by $19.6 million in 1999 as compared to 1998.
This resulted in a savings of $0.6 million in premium taxes for policy year
1999.

   Life Insurance
      Premium revenues, before intercompany eliminations, were $96.4
million, $94.5 million and $29.7 million for the years ended December 31,
1999, 1998 and 1997, respectively.  During 1999, Oxford realized premium
increases from 1998 and 1997 in the areas of Medicare supplement, credit
life and disability, and single premium whole life insurance products.
Oxford increased Medicare supplement premium through the reinsurance of a
block of policies and by adding direct premium from the acquisition of
NAI in 1997, increasing premiums by $6.7 million from 1998 and $35.4
million from 1997.  Oxford's single premium whole life product accounts
for an additional $2.9 million of premiums in 1999 over 1998 and $5.5
million over 1997.  In the area of credit insurance, Oxford increased
direct writings as well as reduced the amount ceded to outside
reinsurers.  These factors contributed to a $3.5 million increase in
premium from 1998 and $28.4 million from 1997.  As expected, premium
decreases resulted from the termination of non-essential NAI lines,
fewer annuitizations and from the sale of NAFCIC.  These changes accounted
for an $11.2 million decrease in premiums in 1999 from 1998 and $2.6 million
decrease from 1997.

Net Investment and Interest Income
      Net investment and interest income was $82.0 million, $72.4 million
and $65.7 million in fiscal years 2000, 1999 and 1998, respectively.  Details
by material segment follow:

   Moving and Storage Operations
      Interest income was $19.5 million, $12.9 million and $13.1 million
in fiscal years 2000, 1999 and 1998, respectively.  The increase during
fiscal year 2000 in interest reflects higher average note receivable
balances.

   Real Estate Operations
      Net investment and interest income was $7.0 million, $4.5 million
and $0.6 million in fiscal years 2000, 1999 and 1998, respectively.  The
increase in fiscal year 2000 is due to interest income received on notes
receivable.  The increase in fiscal year 1999 was due to the realized gain
on the sale of property acquired through foreclosure.
<PAGE> 17
   Property and Casualty
      Net investment income was $33.0 million, $35.9 million and $31.9
million for the years ended December 31, 1999, 1998 and 1997, respectively.
The decrease in 1999 from 1998 is attributable to a decrease in invested
assets and a lower yield on reinvested funds.  The increase in 1998 over 1997
resulted from enhanced yield provided by an increased investment in preferred
stock.

   Life Insurance
      Net investment income was $21.3 million, $19.1 million and $17.8
million for the years ended December 31, 1999, 1998 and 1997,
respectively.  The increase is due to improved interest rate spreads on
the retirement savings products.  This improvement was realized as a
result of better returns on the investment portfolio.

Operating Expenses
      Operating expenses were $918.8 million, $876.6 million and $818.6
million in fiscal years 2000, 1999 and 1998, respectively.  Details by
material segment follow:

   Moving and Storage Operations
      Operating expenses, before intercompany eliminations, were $931.1
million, $893.0 million and $857.9 million in fiscal years 2000, 1999 and
1998, respectively.  The increased expense is due to increased personnel
cost and other administrative costs.  Increased liability insurance, due
to transactional growth, continued for fiscal year 2000 from fiscal years
1999 and 1998.

   Real Estate Operations
      Operating expenses, before intercompany eliminations, were $4.0
million, $6.2 million and $7.7 million in fiscal years 2000, 1999 and
1998, respectively.  Real Estate benefited from a reduction in
intercompany management fees charged by an affiliated segment company
during fiscal year 2000 compared to the prior two years.

   Property and Casualty
      Operating expenses, before intercompany eliminations, were $35.0
million, $35.6 million and $12.6 million for the years ended December 31,
1999, 1998 and 1997, respectively.  The 1998 to 1999 decrease resulted
from a $2.9 million write off of a commission in 1997 on an
excess of loss reinsurance contract.  Lease expenses increased to $1.9
million for 1999 as compared to $1.3 million and $0.3 million for 1998
and 1997 respectively.  All other underwriting expenses consisted of
$13.9 million, $15.5 million and $8.2 million for 1999, 1998 and 1997,
respectively.

   Life Insurance
      Operating expenses, before intercompany eliminations, were $22.8
million, $19.5 million and $6.9 million for the years ended December 31,
1999, 1998 and 1997, respectively.  Commissions increased $1.8 million in
1999 in proportion to the increase in new premium.  Operating expenses,
still within budgeted expectations, have increased in 1999 due to the
expansion of business volume.  The increase from 1997 to 1998 is due to the
commissions and operating expenses related to the acquisition of NAI and
SML.

Cost of Sales
    Cost of sales was $112.0 million, $106.8 million and $101.7 million
in fiscal years 2000, 1999 and 1998, respectively.  Increased material
costs and a higher sales volume related to moving support items
contributed to the fiscal year 2000 increase over fiscal years 1999
and 1998.

Benefits and Losses
      Benefits and losses were $209.6 million, $176.6 million and $175.6
million in fiscal years 2000, 1999 and 1998, respectively.  Details by
material segment follow:

   Property and Casualty
      Benefits and losses incurred were $150.5 million, $118.9 million
and $165.9 million for the years ended December 31, 1999, 1998 and 1997,
respectively.  The increase from 1998 to 1999 resulted from the increase
in assumed treaty reinsurance claims.  The decrease from 1997 to 1998 is due
mainly to the reduction in insurance transactions with U-Haul.  This
corresponds to the decrease in the liabilities for unpaid claims and
estimated future losses for current and prior policies for those transactions.
<PAGE> 18


   Life Insurance
      Benefits incurred were $59.1 million, $57.7 million and $24.4
million for the years ended December 31, 1999, 1998 and 1997,
respectively.  This increase is primarily due to Medicare supplement,
which accounts for $4.4 million of benefit increase from 1998 and
$27.0 million from 1997.  However, in relation to premium, the percentage
of Medicare supplement benefits dropped by two percentage points in 1999
from 1998.  Increases in policyholder reserves for the new whole life product
increased benefits $2.1 million from 1998 and $3.8 million from 1997.
Credit insurance benefits increased from 1998 by $0.8 million and from
1997 by $6.2 million due to increased volume written and retained; loss
ratios for this line have decreased from 1998 and 1997.  Annuity benefits
combined with the elimination of non-focused NAI health lines and NAFCIC
reduced benefits from 1998 by $6.0 million and 1997 by $2.4 million.

Amortization of Deferred Acquisition Costs
      Amortization of deferred acquisition costs (DAC) and the value of
business acquired (VOBA) was $35.0 million, $31.7 million and $14.2
million in fiscal years 2000, 1999 and 1998, respectively.  DAC consists
of commissions and other policy acquisition costs, which vary with and
are primarily related to the production of new business.  The prior year
end commissions and other related expenses are recognized ratably over
the remainder of the policy year.  The VOBA asset relates to the future
profits of the credit insurance policies in force when Oxford acquired
NAI.  Details by material segment follow:

   Property and Casualty
      The amortization of DAC for December 31, 1999, 1998 and 1997 was
$13.4 million, $7.4 million and $8.6 million, respectively. The increase
from 1998 to 1999 is due mainly to NAFCIC related DAC expense following
Republic's purchase of NAFCIC from Oxford in December 1998, which increased
to $3.8 million from $0.2 million in 1998.  Also contributing was a
$1.9 million increase in the nonaffiliated agents' expense.  Field underwriting
expenses increased due to an increase in 1998 written and unearned premiums.
Excess worker's compensation program increased due to 1998 commission expenses
relating to a settlement agreement with the previous general agent.  The
decrease from 1997 to 1998 is due to the assumed reinsurance DAC expense and
relates to the decrease in unearned premiums.

   Life Insurance
      Amortization of DAC and VOBA was $21.6 million, $24.3 million and
$5.6 million for the years ended December 31, 1999, 1998 and 1997,
respectively.  Oxford defers commissions and other policy acquisition
costs on single premium business.  These costs are amortized as the
premium is earned over the term of the policy.  Oxford continues to
increase its single premium credit business in force, thus increasing
both the deferred costs on the balance sheet and the subsequent
amortization.  After Oxford purchased NAI in 1997, Oxford began
amortizing the VOBA asset recognized at purchase.  In 1999, Oxford did
not have DAC amortization charges related to NAFCIC that were present in 1998;
1998 amortization was $3.0 million.  The increase from 1997 was due primarily
to the credit insurance assumed after the purchase of NAI.

Lease Expense
      Lease expense was $135.7 million, $118.7 million and $89.9 million
in fiscal years 2000, 1999 and 1998, respectively.  Details by material
segment follow:

   Moving and Storage Operations
      Lease expense was $132.0 million, $118.4 million and $89.9 million
in fiscal years 2000, 1999 and 1998, respectively.  The continued
increase reflects additional leasing activity.

   Real Estate Operations
      Lease expense for real estate operations was $3.0 million, $0.1
million and $0.1 million for fiscal years 2000, 1999 and 1998,
respectively.  The increase in fiscal year 2000 over the prior years
reflects payments under an operating lease facility with a number of financial
institutions whereby the Company is both lessee and construction agent
developing storage properties.

<PAGE> 19

Depreciation Expense, net
      Depreciation expense, net was $88.3 million, $73.1 million and $69.7
million in fiscal years 2000, 1999 and 1998, respectively.  Details by
material segment follow:

   Moving and Storage Operations
      Depreciation expense, net before intercompany elimination was
$79.0 million, $61.0 million and $64.6 million in fiscal years 2000, 1999
and 1998, respectively.  The increase in fiscal year 2000 reflects an increase
in depreciation expense on the rental truck fleet.  The decrease in fiscal
year 1999 reflects an increase in the gains from the disposition of property,
plant and equipment.  During fiscal year 1999, based on an in-depth market
analysis, the estimated salvage value and useful lives of certain rental
equipment was increased.  The effect of the change decreased depreciation
expense by $11.1 million in fiscal year 1998.  The adjustment reflects
management's best estimate, based on information currently available, of
the estimated salvage value and useful lives of this rental equipment.

   Real Estate Operations
      Depreciation expense, net before intercompany elimination was
$9.3 million, $12.0 million and $6.4 million in fiscal years 2000, 1999
and 1998, respectively.  The decrease in fiscal year 2000 reflects an increase
in gains from the disposition of property, plant and equipment and a decrease
in depreciation on buildings and non-rental equipment.  The increase in fiscal
year 1999 reflects a decrease in the gains from the disposition of property,
plant and equipment as well as the increased depreciation expense relating to
the addition of new facilities for operating system companies.

Earnings from Operations
      Earnings from operations were $183.9 million, $171.3 million and
$155.7 million in fiscal years 2000, 1999 and 1998, respectively.
Details by material segment follow:

   Moving and Storage Operations
      Earnings from operations were $102.4 million, $87.0 million and
$78.7 million in fiscal years 2000, 1999 and 1998, respectively.
Increased rental transactions, partially offset by corresponding expenses,
contributed to the earnings gain for the past two fiscal years.

   Real Estate Operations
      Earnings from operations before intercompany elimination were
$64.0 million, $60.3 million and $58.1 million in fiscal years 2000, 1999
and 1998, respectively.  A decrease in intercompany management fees charged
contributed to the earnings increase for fiscal year 2000 compared to the
prior two fiscal years.

   Property and Casualty
      Earnings from operations were $7.9 million, $19.1 million and $0.7
million for the years ended December 31, 1999, 1998 and 1997, respectively.
The 1998 to 1999 decrease resulted mainly from Republic's writing off the
1995 American Bonding receivable, lower than forecasted premium volume in
1999 and higher than expected losses on the agricultural business.  The
1997 to 1998 increase is due to decreased underwriting expenses and
increased realized gains.

   Life Insurance
      Earnings from operations were $14.2 million, $12.2 million and
$10.6 million for the years ended December 31, 1999, 1998 and 1997,
respectively.  The increase over prior years reflects improved investment
returns, improving loss ratios in the Medicare supplement business and
better than expected loss experience for the credit business.

Interest Expense
      Interest expense was $81.5 million, $73.7 million and $79.4 million
in fiscal years 2000, 1999 and 1998, respectively.  The increase can be
attributed to an increase in the average cost of debt in fiscal year 2000
over the past two fiscal years.  The average debt level outstanding
increased in fiscal year 2000 compared to fiscal year 1999, and
decreased in fiscal year 1999 compared to fiscal year 1998.

<PAGE> 20

Extraordinary Loss on the Extinguishment of Debt
      During fiscal year 2000, AMERCO extinguished $100.0 million of
6.65% Bond Backed Asset Trust certificates (BATs) originally due in
fiscal year 2030 and $50.0 million of 7.05% to 7.10% Medium-Term notes
originally due in fiscal year 2007.  This resulted in an extraordinary
loss of $0.3 million, net of tax of $0.2 million ($0.02 per share).

      During fiscal year 1998, AMERCO extinguished $76.0 million of
10.27% interest-bearing notes originally due in fiscal year 1999 through
fiscal year 2002.  This resulted in an extraordinary loss of $4.0
million, net of tax of $2.4 million ($0.18 per share).  AMERCO also
extinguished $255.0 million of 6.43% to 8.13% interest-bearing notes
originally due in fiscal year 1999 through fiscal year 2010.  This
resulted in an extraordinary loss of $9.7 million, net of tax of $5.6
million ($0.44 per share).

Earnings of the Consolidated Group
      As a result of the foregoing, pretax earnings totaled $102.7
million, $97.6 million and $76.3 million in fiscal years 2000, 1999 and
1998, respectively.  After providing for income taxes, earnings from
operations were $65.8 million, $62.5 million and $48.7 million in fiscal
years 2000, 1999 and 1998, respectively.  Following deductions for an
extraordinary loss from the early extinguishment of debt, net earnings
were $65.5 million, $62.5 million and $35.0 million in fiscal years 2000,
1999 and 1998, respectively.

Quarterly Results
      The table on page 21 presents unaudited quarterly results
for the eight quarters in the period beginning April 1, 1998 and ending
March 31, 2000.  AMERCO believes that all necessary adjustments have been
included in the amounts stated below to present fairly, and in accordance
with generally accepted accounting principles, the selected quarterly
information when read in conjunction with the consolidated financial
statements incorporated herein by reference.  U-Haul moving and storage
operations are seasonal and proportionally more of AMERCO's revenues and
net earnings from its U-Haul moving and storage 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.

<PAGE> 21


                                            Quarter Ended
                                ----------------------------------------------
                                   Jun 30      Sep 30      Dec 31      Mar 31
                                     1999        1999        1999        2000
                                ----------------------------------------------
                                (in thousands, except share and per share data)
Total revenues                 $   439,640     462,696     382,496     398,538
Earnings from operations
  before extraordinary loss
  on early extinguishment
  of debt (2)                  $    42,307      42,127      (9,325)     (9,284)
Net earnings (loss)            $    42,307      42,127      (9,325)     (9,618)
Weighted average common
  shares outstanding
    Basic                       21,953,199  21,964,452  21,975,889  21,844,020
    Diluted                     22,953,199  22,131,119         -           -
Earnings (loss) from operations
  before extraordinary loss
  on early extinguishment
  of debt per common
  share (1) (2) (3)            $      1.77        1.77       (0.57)     (0.58)
Earnings (loss) per common
  share
    Basic                      $      1.77        1.77       (0.57)     (0.60)
    Diluted                    $      1.70        1.76          -          -

                                            Quarter Ended
                                ----------------------------------------------
                                   Jun 30      Sep 30      Dec 31      Mar 31
                                     1998        1998        1998        1999
                                ----------------------------------------------
                                (in thousands, except share and per share data)
Total revenues                 $   393,744     444,233     373,119     343,683
Net earnings (loss)            $    31,230      42,171       2,478     (13,370)
Weighted average common
  shares outstanding            21,924,749  21,935,854  21,942,190  21,947,951
Net earnings (loss) per
  common share (both basic
  and diluted) (1) (3)         $      1.21        1.71       (0.07)     (0.78)
_______________

(1) Net earnings (loss) per common share amounts were computed after
    giving effect to the dividends on AMERCO's Preferred Stock.

(2) During fiscal year 2000, AMERCO extinguished $100.0 million of 6.65%
    BATs originally due in fiscal year 2030 and $50.0 million of 7.05% to
    7.10% Medium-Term Notes originally due in fiscal year 2007.  This resulted
    in an extraordinary loss of $0.3 million, net of tax of $0.2 million
    ($0.02 per share).

(3) Reflects the redemption of $25 million and $50 million shares of Series B
    preferred stock in fiscal years 2000 and 1999, respectively.

<PAGE> 22

Year 2000 Disclosure
      In preparation for any potential Year 2000 processing problems,
AMERCO worked since 1997 to identify any changes necessary to its
existing computerized business systems to make these systems compliant
for Year 2000 processing.  AMERCO has spent approximately $2.8 million to
date in its Year 2000 compliance efforts.  Since January 1, 2000, AMERCO
has been assessing its information technology systems and has found no
major Year 2000 processing problems.


Stockholder Litigation
      AMERCO has deducted for income tax purposes approximately
$372.0 million of the payments made to former shareholders in a stockholder
lawsuit.  While AMERCO believes that such income tax deductions are
appropriate, there can be no assurance that such deductions ultimately
will be allowed in full.  Reference is made to Note 15 in Notes to
Consolidated Financial Statements for a discussion of the stockholder
litigation.

Other
      New pronouncements issued by the Financial Accounting Standards
Board adopted during the year are not material to the consolidated
financial statements of AMERCO.  Further, pronouncements with future
effective dates are either not applicable or not material to the
consolidated financial statements of AMERCO.

<PAGE> 23


           ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk
      In the normal course of business, AMERCO is exposed to fluctuations
in interest rates.  AMERCO manages such exposure by the use of a variety
of derivative financial instruments when deemed prudent.  AMERCO does not
enter into leveraged financial transactions or use derivative financial
instruments for trading purposes.  The exposure to market risk for
changes in interest rates relates primarily to debt obligations.
AMERCO's objective is to mitigate the impact of changes in interest rates
on its variable rate debt.  AMERCO uses interest rate swap agreements to
provide for matching the gain or loss recognition on the hedging
instrument with the recognition of the changes in the fair value of
hedged asset or liability attributable to the hedged risk or the earnings
effect of the hedged forecasted transaction.  See Note 5 of Notes to
Consolidated Financial Statements.  A fluctuation of the interest rate by
100 basis points would change AMERCO's interest expense by $1.1 million.

Foreign Currency Exchange Rate Risk
      AMERCO's earnings are affected by fluctuations in the value of
foreign currency exchange rates.  Approximately 2.0% of AMERCO's revenue
is generated in Canada.  The result of a uniform 10% change in the value
of the U.S. dollar relative to the Canadian dollar would not be material.
AMERCO does not typically hedge any foreign currency risk since the
exposure is not considered material.


                 ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The Report of Independent Accountants and Consolidated Financial
Statements of AMERCO, including the notes to such statements and the
related schedules, are set forth on pages 28 through 77 and are thereby
incorporated herein.


   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                               FINANCIAL DISCLOSURE

      The Registrants have had no disagreements with their independent
accountants in regard to accounting and financial disclosure matters and
have not changed their independent accountants during the two most recent
fiscal years.

<PAGE> 24
                                    PART III

         ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

      Information regarding (i) directors and executive officers of AMERCO
is set forth under the captions "Election of Directors", "Executive Officers
of AMERCO", and "Shoen Litigation" and (ii) compliance with Section 16(a)
is set forth under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in AMERCO's Proxy Statement relating to the 2000 Annual Meeting
of Stockholders (the "2000 Proxy Statement") portions of which are incorporated
by reference into this Form 10-K Report, which will be filed with the
Securities and Exchange Commission in accordance with Rule 14a-6 promulgated
under the Securities Exchange Act of 1934, as amended.  With the exception of
the foregoing information and other information specifically incorporated by
reference into this report, the 2000 Proxy Statement is not being filed as a
part hereof.

                               ITEM 11.  EXECUTIVE COMPENSATION

      Information regarding executive compensation is set forth under the
caption "Executive Compensation" in the 2000 Proxy Statement, which information
is incorporated herein by reference; provided, however, that the "Board Report
on Executive Compensation" and the "Performance Graph" contained in the 2000
Proxy Statement are not incorporated by reference herein.

                   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                                  OWNERS AND MANAGEMENT

      Information regarding security ownership of certain beneficial owners and
management is set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the 2000 Proxy Statement, which information
is incorporated herein by reference.

                   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information regarding certain relationships and related transactions of
management is set forth under the captions "Certain Relationships and Related
Transactions" and "Shoen Litigation" in the 2000 Proxy Statement, which
information is incorporated herein by reference.

<PAGE> 25

                                     PART IV

              ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                               REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Report:
                                                           Page No.
                                                           --------
   1.  Financial Statements

       Report of Independent Accountants                      28
       Consolidated Balance Sheets -
         March 31, 2000 and 1999                              29
       Consolidated Statements of Earnings -
         Years ended March 31, 2000, 1999 and 1998            31
       Consolidated Statements of Changes in Stockholders'
         Equity - Years ended March 31, 2000, 1999 and 1998   33
       Consolidated Statements of Comprehensive Income -
         Years ended March 31, 2000, 1999 and 1998            35
       Consolidated Statements of Cash Flows - Years ended
         March 31, 2000, 1999 and 1998                        36
       Notes to Consolidated Financial Statements             38

   2.  Additional Information

       Summary of Earnings of Independent Trailer Fleets      70
       Notes to Summary of Earnings of Independent
         Trailer Fleets                                       71

   3.  Financial Statement Schedules required to be filed
         by Item 8 and Paragraph (d) of this Item 14

       Condensed Financial Information of Registrant --
         Schedule I                                           73
       Supplemental Information (For Property-Casualty
         Insurance Underwriters) -- Schedule V                77

     All other schedules are omitted as the required information is not
     applicable or the information is presented in the financial statements
     or related notes thereto.

(b)  A report on Form 8-K dated February 4, 2000 was filed in connection with
     the Company's issuance of $200,000,000 of 8.80% Senior Notes due 2005.

<PAGE> 26

(c)  Exhibits

       Exhibit No.              Description
       -----------              -----------

         2.1    Order Confirming Plan (1)
         2.2    Second Amended and Restated Debtor's Plan of
                  Reorganization Proposed by Edward J. Shoen (1)
         3.1    Restated Articles of Incorporation (2)
         3.2    Restated By-Laws of AMERCO as of August 27, 1996 (3)
         4.1    Debt Securities Indenture dated May 1, 1996 (1)
         4.2    First Supplemental Indenture, dated as of May 6, 1996 (4)
         4.3    Rights Agreement, dated as of August 7, 1998 (13)
         4.5    Second Supplemental Indenture, dated as of October 22, 1997 (11)
         4.6    Calculation Agency Agreement (11)
         4.7    6.65%-AMERCO Series 1997 A Bond Backed Asset Trust Certificates
                 ("BATs") due October 15, 1999 (11)
         4.8    Indenture dated September 10, 1996 (9)
         4.9    First Supplemental Indenture dated September 10, 1996 (9)
         4.10   Senior Indenture dated April 1, 1999 (14)
         4.11   First Supplemental Indenture dated April 5, 1999 (14)
         4.12   Second Supplemental Indenture dated February 4, 2000 (15)
        10.1*   AMERCO Employee Savings, Profit Sharing and
                  Employee Stock Ownership Plan
        10.1A*  First Amendment to the AMERCO Employee Savings, Profit Sharing
                  and Employee Stock Ownership Plan
        10.2    U-Haul Dealership Contract (5)
        10.3    Share Repurchase and Registration Rights Agreement with
                  Paul F. Shoen (5)
        10.4    AMERCO Stock Option and Incentive Plan (5)
        10.5    ESOP Loan Credit Agreement (6)
        10.6    ESOP Loan Agreement (6)
        10.7    Trust Agreement for the AMERCO Employee Savings,
                  Profit Sharing and Employee Stock Ownership Plan (6)
        10.8    Amended Indemnification Agreement (6)
        10.9    Indemnification Trust Agreement (6)
        10.10   Promissory Note between SAC Holding Corporation
                  and a subsidiary of AMERCO (12)
        10.11   Promissory Notes between Four SAC Self-Storage Corporation
                  and a subsidiary of AMERCO (12)
        10.12   Management Agreement between Three SAC Self-Storage
                  Corporation and a subsidiary of AMERCO (12)
        10.13   Management Agreement between Four SAC Self-Storage Corporation
                  and a subsidiary of AMERCO (12)
        10.14   Agreement, dated October 17, 1995, among AMERCO, Edward J.
                  Shoen, James P. Shoen, Aubrey K. Johnson, John M. Dodds
                  and William E. Carty (8)
        10.15   Directors' Release, dated October 17, 1995, executed by
                  Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
                  John M. Dodds and William E. Carty in favor of AMERCO (8)
        10.16   AMERCO Release, dated October 17, 1995, executed by AMERCO in
                  favor of Edward J. Shoen, James P. Shoen, Aubrey K.
                  Johnson, John M. Dodds and William E. Carty (8)
        10.21   Management Agreement between Five SAC Self-Storage
                  Corporation and a subsidiary of AMERCO (16)
        10.22   Management Agreement between Eight SAC Self-Storage
                  Corporation and a subsidiary of AMERCO (16)
        10.23   Management Agreement between Nine SAC Self-Storage
                  Corporation and a subsidiary of AMERCO (16)
        10.24   Management Agreement between Ten SAC Self-Storage Corporation
                  and a subsidiary of AMERCO (16)
        10.25   Management Agreement between Six-A SAC Self-Storage Corporation
                  and a subsidiary of AMERCO
        10.26   Management Agreement between Six-B SAC Self-Storage Corporation
                  and a subsidiary of AMERCO


* Indicates compensatory plan arrangement

<PAGE> 27

(c)  Exhibits, continued

        10.27   Management Agreement between Six-C SAC Self-Storage Corporation
                  and a subsidiary of AMERCO
        10.28   Management Agreement between Eleven SAC Self-Storage
                  Corporation and a subsidiary of AMERCO
        12      Statements Re:  Computation of Ratios
        21      Subsidiaries of AMERCO
        23      Consent of Independent Accountants
        27      Financial Data Schedule
________________

(1)     Incorporated by reference to AMERCO's Registration Statement on Form
        S-3, Registration no. 333-1195.
(2)	Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
        for the quarter ended December 31, 1992, file no. 1-11255.
(3)	Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 1996, file no. 1-11255.
(4)	Incorporated by reference to AMERCO's Current Report on Form 8-K,
        dated May 6, 1996, file no. 1-11255.
(5)	Incorporated by reference to AMERCO's Annual Report on Form 10-K for
        the year ended March 31, 1993, file no. 1-11255.
(6)	Incorporated by reference to AMERCO's Annual Report on Form 10-K for
        the year ended March 31, 1990, file no. 1-11255.
(7)	Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 1994, file no. 1-11255.
(8)	Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 1995, file no. 1-11255.
(9)	Incorporated by reference to AMERCO's Current Report on Form 8-K
        dated September 6, 1996, file no. 1-11255.
(10)	Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
        for the quarter ended June 30, 1997, file no. 1-11255.
(11)	Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
        for the quarter ended December 31, 1997, file no. 1-11255.
(12)	Incorporated by reference to AMERCO's Annual Report on Form 10-K for
        the year ended March 31, 1997, file no. 1-11255.
(13)	Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
        for the quarter ended June 30, 1998, file no. 1-11255.
(14)	Incorporated by reference to AMERCO's Current Report on Form 8-K
        dated April 5, 1999, file no. 1-11255.
(15)	Incorporated by reference to AMERCO's Current Report on Form 8-K
        dated February 4, 2000, file no. 1-11255.
(16)    Incorporated by reference to AMERCO's Annual Report on Form 10-K for
        the year ended March 31, 1999, file no. 1-11255.




<PAGE> 28





                         REPORT OF INDEPENDENT ACCOUNTANTS
                         ---------------------------------



To the Board of Directors
and Stockholders of AMERCO

In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 25 present fairly, in all material
respects, the financial position of AMERCO and its subsidiaries at March 31,
2000 and 1999, and the results of their operations and their cash flows for
each of the three years in the period ended March 31, 2000, in conformity
with accounting principles generally accepted in the United States.  In
addition, in our opinion, the financial statement schedules listed in the
index appearing under Item 14(a)(3) on page 25 present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.  These financial
statements and financial statement schedules are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedules based on our audits.
We conducted our audits of these statements in accordance with auditing
standards generally accepted in the United States, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for the opinion expressed above.

As discussed in Note 1 to the consolidated financial statements, the Company
implemented Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" in fiscal 1999.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Summary of Earnings of
Independent Trailer Fleets included on pages 70 through 72 of this Form 10-K
is presented for purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.



PricewaterhouseCoopers LLP

Phoenix, Arizona
June 26, 2000

<PAGE> 29
                            AMERCO AND CONSOLIDATED SUBSIDIARIES

                                Consolidated Balance Sheets

                                        March 31,


Assets                                                  2000            1999
                                                    -------------------------
                                                           (in thousands)


Cash and cash equivalents                         $    48,435          44,505
Trade receivables, net                                197,992         173,050
Notes and mortgage receivables, net                   204,394         217,910
Inventories, net                                       84,614          80,159
Prepaid expenses                                       17,822          16,363
Investments, fixed maturities                         884,824         900,995
Investments, other                                    166,167         181,892
Deferred policy acquisition costs                      88,402          81,689
Other assets                                           49,913          96,116
                                                    -------------------------

Property, plant and equipment, at cost:
   Land                                               197,956         196,960
   Buildings and improvements                         853,403         806,421
   Furniture and equipment                            263,694         234,894
   Rental trailers and other rental equipment         210,472         186,660
   Rental trucks                                    1,035,585         992,418
                                                    -------------------------
                                                    2,561,110       2,417,353
   Less accumulated depreciation                    1,178,448       1,122,529
                                                    -------------------------

     Total property, plant and equipment            1,382,662       1,294,824
                                                    -------------------------




























Total Assets                                      $ 3,125,225       3,087,503
                                                    =========================


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


<PAGE> 30
                            AMERCO AND CONSOLIDATED SUBSIDIARIES

                           Consolidated Balance Sheets, continued

                                        March 31,


Liabilities and Stockholders' Equity                    2000            1999
                                                    -------------------------
                                                      (in thousands, except
                                                    share and per share data)
Liabilities:
   Accounts payable and accrued expenses          $   152,654         169,185
   Notes and loans payable                          1,137,840       1,114,748
   Policy benefits and losses, claims and
     loss expenses payable                            548,043         546,599
   Liabilities from premium deposits                  461,673         457,759
   Cash overdraft                                      30,460          28,169
   Other policyholders' funds and liabilities          70,207          48,889
   Deferred income                                     29,641          41,549
   Deferred income taxes                              109,413          64,580
                                                    -------------------------

Stockholders' equity:
   Serial preferred stock, with or without par
     value, 50,000,000 shares authorized -
     Series A preferred stock, with no par
       value, 6,100,000 shares authorized;
       6,100,000 shares issued and
       outstanding as of March 31, 2000
       and 1999                                           -               -
     Series B preferred stock, with no par
       value, 100,000 shares authorized;
       none and 25,000 shares issued and
       outstanding as of March 31, 2000 and
       1999, respectively                                 -               -
   Serial common stock, with or without par
     value, 150,000,000 shares authorized -
     Series A common stock of $0.25 par
       value, 10,000,000 shares authorized;
       5,762,495 shares issued as of
       March 31, 2000 and 1999                          1,441           1,441
   Common stock of $0.25 par value,
     150,000,000 shares authorized;
     36,487,505 issued as of
     March 31, 2000 and 1999                            9,122           9,122
   Additional paid-in capital                         275,242         299,905
   Accumulated other comprehensive income             (42,317)        (17,740)
   Retained earnings                                  755,172         703,322
                                                    -------------------------
                                                      998,660         996,050
   Less:
     Cost of common shares in treasury, net
      (19,840,613 and 19,635,913 shares as of
      March 31, 2000 and 1999, respectively)          397,000         363,533
     Unearned employee stock ownership
       plan shares                                     16,366          16,492
                                                    -------------------------
          Total stockholders' equity                  585,294         616,025

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

Total Liabilities and Stockholders' Equity        $ 3,125,225       3,087,503
                                                    =========================


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


<PAGE> 31
                            AMERCO AND CONSOLIDATED SUBSIDIARIES

                            Consolidated Statements of Earnings

                                   Years ended March 31,


                                              2000         1999         1998
                                         ------------------------------------
                                                    (in thousands, except
                                                  share and per share data)

Revenues
  Rental revenue                       $  1,150,532    1,074,220    1,018,699
  Net sales                                 188,816      181,273      176,249
  Premiums                                  262,057      226,847      164,613
  Net investment and interest income         81,965       72,439       65,695
                                         ------------------------------------
       Total revenues                     1,683,370    1,554,779    1,425,256

Costs and expenses
  Operating expenses                        918,846      876,633      818,585
  Cost of sales                             111,975      106,789      101,699
  Benefits and losses                       209,592      176,560      175,576
  Amortization of deferred
    acquisition costs                        34,987       31,721       14,194
  Lease expense                             136,044      118,742       89,879
  Depreciation, net                          87,647       73,066       69,655
                                         ------------------------------------
       Total costs and expenses           1,499,091    1,383,511    1,269,588

Earnings from operations                    184,279      171,268      155,668

  Interest expense                           81,532       73,658       79,369
                                         ------------------------------------

Pretax earnings                             102,747       97,610       76,299

Income tax expense                          (36,922)     (35,101)     (27,643)
                                         ------------------------------------
Earnings from operations before
  extraordinary loss on early
  extinguishment of debt                     65,825       62,509       48,656
Extraordinary loss on early
  extinguishment of debt, net                  (334)         -        (13,672)
                                         ------------------------------------
      Net earnings                     $     65,491       62,509       34,984
                                         ====================================












The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 32
                            AMERCO AND CONSOLIDATED SUBSIDIARIES

                     Consolidated Statements of Earnings, continued

                                  Years ended March 31,


                                              2000         1999         1998
                                        -------------------------------------
                                                   (in thousands, except
                                                 share and per share data)
Basic earnings per common share:
  Earnings from operations before
    extraordinary loss on early
    extinguishment of debt            $       2.39         2.07         1.28
  Extraordinary loss on early
    extinguishment of debt, net              (0.02)          -         (0.62)
                                        ------------------------------------
      Net earnings                    $       2.37         2.07         0.66
                                        ====================================

Diluted earnings per common share:
  Earnings from operations before
    extraordinary loss on early
    extinguishment of debt            $       2.38         2.07         1.28
  Extraordinary loss on early
    extinguishment of debt, net              (0.02)          -         (0.62)
                                        ------------------------------------
      Net earnings                    $       2.36         2.07         0.66
                                        ====================================


Weighted average common shares
  outstanding:
  Basic                                 21,934,390   21,937,686   21,896,101
                                        ====================================
  Diluted                               22,226,057   23,940,623   21,896,101
                                        ====================================






















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


<PAGE> 33
                            AMERCO AND CONSOLIDATED SUBSIDIARIES

                   Consolidated Statements of Changes in Stockholders' Equity

                                     Years ended March 31,


                                              2000         1999         1998
                                            ---------------------------------
                                                  (in thousands, except
                                                share and per share data)

Series A common stock of $0.25 par value:
  10,000,000 shares authorized; 5,762,495
  shares issued in 2000, 1999 and 1998
    Beginning and end of year             $   1,441        1,441        1,441
                                            ---------------------------------

Common stock of $0.25 par value:
  150,000,000 shares authorized;
  36,487,505 shares issued in
  2000, 1999 and 1998
    Beginning and end of year                 9,122        9,122        9,122
                                            ---------------------------------

Additional paid-in capital:
    Beginning of year                       299,905      313,444      337,933
      Repurchase of preferred stock         (25,000)     (50,000)     (25,000)
      Gain on sale of property to
        related party, net                      -         35,996          -
      Issuance of common shares under
        leveraged employee stock
        ownership plan                          337          465          511
                                            ---------------------------------
    End of year                             275,242      299,905      313,444
                                            ---------------------------------

Accumulated other comprehensive income:
    Beginning of year                       (17,740)      (9,384)      (9,722)
      Foreign currency translation           (2,899)      (6,736)      (4,542)
      Fair market value of cash
        flow hedge                            2,192       (3,631)         -
      Unrealized gain (loss) on
        investments                         (23,870)       2,011        4,880
                                            ---------------------------------

    End of year                             (42,317)     (17,740)      (9,384)
                                            ---------------------------------












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


<PAGE> 34
                          AMERCO AND CONSOLIDATED SUBSIDIARIES

          Consolidated Statements of Changes in Stockholders' Equity, continued

                                  Years ended March 31,


                                              2000         1999         1998
                                            ---------------------------------
                                                  (in thousands, except
                                                share and per share data)
Retained earnings:
    Beginning of year                       703,322      658,227      644,009
      Net earnings                           65,491       62,509       34,984
      Preferred stock dividends paid:
        Series A ($2.13 per share for
          2000, 1999 and 1998)              (12,964)     (12,964)     (12,964)
        Series B ($27.14, $97.44 and
         $81.04 per share for 2000,
          1999 and 1998, respectively)         (677)      (4,450)      (7,802)
                                            ---------------------------------

    End of year                             755,172      703,322      658,227
                                            ---------------------------------

Less Treasury stock:
    Beginning of year                       363,533      359,723      359,723
      Net increase                           33,467        3,810          -
                                            ---------------------------------

    End of year                             397,000      363,533      359,723
                                            ---------------------------------

Less Unearned employee stock
  ownership plan shares:
    Beginning of year                        16,492       18,068       20,740
      Purchase of shares                      1,002          401            5
      Repayments from loan                   (1,128)      (1,977)      (2,677)
                                            ---------------------------------

    End of year                              16,366       16,492       18,068
                                            ---------------------------------

Total stockholders' equity                $ 585,294      616,025      595,059
                                            =================================















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


<PAGE> 35
                            AMERCO AND CONSOLIDATED SUBSIDIARIES

                      Consolidated Statements of Comprehensive Income

                                   Years ended March 31,


                                                    2000      1999      1998
                                                   --------------------------
                                                         (in thousands)
Comprehensive income:
  Net earnings                                   $ 65,491    62,509    34,984
   Other comprehensive income
    Foreign currency translation                   (2,899)   (6,736)   (4,542)
    Fair market value of cash flow hedges           2,192    (3,631)      -
    Unrealized gain (loss) on investments         (23,870)    2,011     4,880
                                                   --------------------------

    Total comprehensive income                   $ 40,914    54,153    35,322
                                                   ==========================



































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


<PAGE> 36
                            AMERCO AND CONSOLIDATED SUBSIDIARIES

                           Consolidated Statements of Cash Flows

                                   Years ended March 31,


                                                    2000      1999      1998
                                                  ---------------------------
                                                         (in thousands)
Cash flows from operating activities:
Net earnings                                   $   65,491    62,509    34,984
  Depreciation and amortization                   135,481   114,102   113,822
  Provision for losses on accounts
    receivable                                      4,601     4,648     4,108
  Net gain on sale of real and
    personal property                              (8,705)     (524)   (1,776)
  Gain on sale of investments                        (873)   (3,372)     (944)
  Changes in policy liabilities
    and accruals                                   15,326   (23,448)   37,021
  Additions to deferred policy
    acquisition costs                             (31,804)  (40,859)  (10,010)
  Net change in other operating
    assets and liabilities                         58,140    46,493     3,410
                                                  ---------------------------
Net cash provided by operating activities         237,657   159,549   180,615

Cash flows from investing activities:
  Purchases of investments:
    Property, plant and equipment                (417,647) (298,495) (392,298)
    Fixed maturities                             (158,304) (213,107) (123,832)
    Common stock                                      -      (2,553)   (8,573)
    Preferred stock                                  (369)  (21,700)   (4,054)
    Other asset investment                            -         -     (24,500)
    Real estate                                       (70)     (334)      -
    Mortgage loans                                (27,367)  (93,243)  (42,125)
  Proceeds from sales of investments:
    Property, plant and equipment                 242,699   205,211   291,321
    Fixed maturities                              133,915   223,114   131,334
    Common stock                                      -       2,571       -
    Preferred stock                                   968     3,538     1,015
    Real estate                                     1,672     5,622     1,331
    Mortgage loans                                 11,555    21,826    25,576
  Changes in other investments                     31,269   (37,232)  (16,699)
                                                  ---------------------------
Net cash used by investing activities            (181,679) (204,782) (161,504)








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


<PAGE> 37
                            AMERCO AND CONSOLIDATED SUBSIDIARIES

                      Consolidated Statements of Cash Flows, continued

                                    Years ended March 31,


                                                    2000      1999      1998
                                                 ----------------------------
                                                         (in thousands)
Cash flows from financing activities:
  Net change in short-term borrowings            (146,836)  135,836   122,500
  Proceeds from notes                             350,000       -     300,000
  Debt issuance costs                              (8,285)     (415)   (2,956)
  Leveraged Employee Stock Ownership Plan:
    Purchase of shares                             (1,002)     (401)       (5)
    Repayments from loan                            1,128     1,977     2,677
  Principal payments on notes                    (180,072)  (46,411) (380,727)
  Repurchase of preferred stock                   (25,000)  (50,000)  (25,000)
  Extraordinary loss on early
    extinguishment of debt, net                      (334)      -     (13,672)
  Net change in cash overdraft                      2,291     6,755    (2,192)
  Preferred stock dividends paid                  (13,641)  (17,414)  (20,766)
  Treasury stock acquisitions, net                (33,467)   (3,810)      -
  Investment contract deposits                     63,978    93,688    51,943
  Investment contract withdrawals                 (60,808)  (61,673)  (61,059)
                                                 ----------------------------

Net cash provided (used) by
  financing activities                            (52,048)   58,132   (29,257)
                                                 ----------------------------

Increase (decrease) in cash
  and cash equivalents                              3,930    12,899   (10,146)
Cash and cash equivalents at
  beginning of year                                44,505    31,606    41,752
                                                 ----------------------------
Cash and cash equivalents at
  end of year                                  $   48,435    44,505    31,606
                                                 ============================

















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



<PAGE> 38
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

                   Notes to Consolidated Financial Statements


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION
     AMERCO, a Nevada corporation (AMERCO), is the holding company for
U-Haul International, Inc. (U-Haul), Amerco Real Estate Company (Real
Estate), Republic Western Insurance Company (Republic) and Oxford Life
Insurance Company (Oxford).  All references to a fiscal year refer to
AMERCO's fiscal year ended March 31 of that year.

PRINCIPLES OF CONSOLIDATION
     The consolidated financial statements include the accounts of the
parent corporation, AMERCO, and its wholly-owned subsidiaries.  All material
intercompany accounts and transactions of AMERCO and its subsidiaries have
been eliminated.

     Republic and Oxford have been consolidated on the basis of calendar
years ended December 31.  Accordingly, all references to the years 1999, 1998
and 1997 correspond to AMERCO's fiscal years 2000, 1999 and 1998,
respectively.

     The operating results and financial position of AMERCO's consolidated
insurance operations are determined as of December 31 of each year.  There
were no effects related to intervening events between January 1 and March 31
of 2000, 1999 or 1998 that would materially affect the consolidated
financial position or results of operations for the financial statements
presented herein.  See Note 20 of Notes to Consolidated Financial Statements
for additional information regarding the insurance subsidiaries.

DESCRIPTION OF BUSINESS
     Moving and self-storage operations consist of the rental of trucks and
trailers, sale of moving supplies such as boxes and the rental of self-
storage spaces to the do-it-yourself mover.  Operations are under the
registered tradename U-Haul<REGISTERED TRADEMARK> throughout the United States
and Canada.

     Real Estate owns approximately 90% of AMERCO's real estate assets,
including U-Haul's Center and Storage locations.  The remainder of the
properties are owned by various U-Haul entities.  Real Estate is responsible
for managing all of the properties including the environmental risks of the
properties.  Real Estate is responsible for the purchase of all properties
used by AMERCO or any of its subsidiaries.  Real Estate also handles all of
the dispositions (sale and lease) of unused real estate.

     Republic originates and reinsures property and casualty type insurance
products for various market participants, including independent third
parties, U-Haul's customers, independent dealers and AMERCO.

     Oxford originates and reinsures annuities, credit life and disability,
critical illness insurance, single premium whole life, group life and
disability coverage, and Medicare supplement insurance.  Oxford also
administers the self-insured employee health and dental plans for AMERCO.

FOREIGN CURRENCY
     The consolidated financial statements include the accounts of U-Haul
Co. (Canada) Ltd., a subsidiary of U-Haul.   The assets and liabilities,
denominated in foreign currency, are translated into U.S. dollars at the
exchange rate as of the balance sheet date.  Revenue and expense amounts are
translated at average monthly exchange rates.  The related translation gains
or losses are included in the Consolidated Statements of Changes in
Stockholders' Equity and Consolidated Statements of Comprehensive Income.

ACCOUNTING ESTIMATES
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements and
accompanying notes.  Actual results could differ from those estimates.
<PAGE> 39



                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

CASH AND CASH EQUIVALENTS
     AMERCO considers liquid investments with an original maturity of three
months or less to be cash equivalents (zero and $1,000,000 as of March 31,
2000 and 1999, respectively).

RECEIVABLES
     Accounts receivable include trade accounts from customers and dealers.
Republic and Oxford receivables include premiums and agents' balances due,
net of commissions payable and amounts due from ceding reinsurers.
Accounts receivable are reduced by amounts considered by management to be
uncollectible based on historical collection loss experience and a review of
the current status of existing receivables.

     Notes and mortgage receivables include accrued interest and are reduced
by discounts and amounts considered by management to be uncollectible.

INVENTORIES
     Inventories are valued at the lower of cost or market.  Cost is
primarily determined using the LIFO (last-in, first-out) method.

INVESTMENTS
     Fixed maturities consist of bonds and redeemable preferred stocks.
Fair values for investments are based on quoted market prices, dealer quotes
or discounted cash flows.  Fixed maturities are classified as follows:

     Held-to-maturity - recorded at cost adjusted for the amortization of
        premiums or accretion of discounts.
     Available-for-sale - recorded at fair value with unrealized gains or
        losses reported on a net basis in the Consolidated Statements of
        Changes in Stockholders' Equity.  Gains and losses on the sale of
        these securities are reported as a component of revenues using the
        specific identification method.
     Trading portfolio - AMERCO does not currently maintain a trading portfolio.
     Mortgage loans & notes on real estate held by AMERCO's subsidiaries -
        at unpaid balances, net of allowance for possible losses and any
        unamortized premium or discount.
     Real estate - at cost less accumulated depreciation.
     Policy loans - at their unpaid balance.

     Investment income is recognized as follows:
        Interest on bonds and mortgage loans & notes - recognized when
           earned.
        Dividends on common and redeemable preferred stocks - recognized on
           ex-dividend dates.
        Realized gains and losses on the sale of investments - recognized at
           the trade date and included in revenues using the specific
           identification method.

     Short-term investments consist of other securities scheduled to mature
within one year of their acquisition date.  See Note 4 of Notes to
Consolidated Financial Statements.

DEFERRED POLICY ACQUISITION COSTS
     Commissions and other costs which vary with and are primarily related
to the production of new business, have been deferred.

     Oxford - costs are amortized in relation to revenue such that profits
are realized as a level percentage of revenue.

     Republic - costs are amortized over the related contract period which
generally do not exceed one year.
<PAGE> 40


                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

PROPERTY, PLANT AND EQUIPMENT
     Property, plant and equipment are carried at cost and are depreciated on
the straight-line and accelerated methods over the estimated useful lives of
the assets.  Building and non-rental equipment have estimated lives ranging
from three to fifty-five years, while rental equipment have estimated lives
ranging from one to twenty years.  Maintenance is charged to operating
expenses as incurred, while renewals and betterments are capitalized.  Major
overhaul costs are amortized over the estimated period benefited.  Gains and
losses on dispositions are netted against depreciation expense when realized.
Interest costs incurred as part of the initial construction of assets are
capitalized.  Interest expense of $7,978,000, $909,000 and $2,210,000 was
capitalized during fiscal years 2000, 1999 and 1998, respectively.  During
fiscal year 1998, based on an in-depth market analysis, U-Haul increased the
estimated salvage value and useful lives of certain rental equipment.  The
effect of the change increased net earnings for fiscal year 1998 by
$9,268,000 ($0.42 per share).  The adjustment reflects management's best
estimate, based on information available, of the estimated salvage value and
useful lives of this rental equipment.

     AMERCO reviews property, plant and equipment for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be fully recoverable through expected undiscounted future
operating cash flows.

     At March 31, 2000, the carrying value of AMERCO's real estate that is
no longer necessary for use in its current operations, and available for
sale/lease, was approximately $27,732,000.  Such properties available for
sale are carried at cost, less accumulated depreciation, which is less than
fair market value.

ENVIRONMENTAL COSTS
     Liabilities for future remediation costs are recorded when environmental
assessments and remedial efforts, if applicable, are probable and the costs
can be reasonably estimated.  The liability is based on AMERCO's best
estimate of undiscounted future costs.  Certain recoverable environmental
costs related to the removal of underground storage tanks or related
contamination are capitalized and depreciated over the estimated useful
lives of the properties.  The capitalized costs improve the safety or
efficiency of the property as compared to when the property was originally
acquired or are incurred in preparing the property for sale.


FINANCIAL INSTRUMENTS
     AMERCO enters into interest rate swap agreements to reduce its floating
interest rate exposure and does not use the agreements for trading purposes.
Although AMERCO is exposed to credit loss for the interest rate differential
in the event of nonperformance by the counterparties to the agreements, it
does not anticipate nonperformance by the counterparties.

     On October 1, 1999, AMERCO implemented Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities".  AMERCO designates its interest rate swaps as cash flow hedge
instruments, which are measured at fair market value and recorded as assets or
liabilities in the statement of financial position.  Amounts to be paid or
received under the agreements are accrued.  Gains or losses on the interest
rate swaps are matched with the timing of gain or loss recognition of the
changes in the fair value of the hedged asset or liability attibutable to the
hedged risk.  Following implementation of this statement, AMERCO recorded an
after tax adjustment as of March 31, 1999, of $3,631,000 to accumulated other
comprehensive income recognizing the fair value of derivatives designated as
cash flow hedges.  In addition, Republic transferred $56,485,000 (carrying
value) to available-for-sale from held-to-maturity at time of implementation.
The market value of these securities was $60,314,000 at the date of transfer
with a transition adjustment of $3,829,000.  For the years ended
March 31, 2000 and 1999, AMERCO recognized $27,000 as interest income and
$89,000 as interest expense, respectively, representing the ineffectiveness
of the cash flow hedging activity.
<PAGE> 41
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

     AMERCO has mortgage receivables which potentially expose AMERCO to
credit risk.  The portfolio of notes is principally collateralized by mini-
warehouse storage facilities and other residential and commercial
properties.  AMERCO has not experienced losses related to the notes from
individual notes or groups of notes in any particular industry or geographic
area.  The estimated fair values were determined using the discounted cash
flow method, using interest rates currently offered for similar loans to
borrowers with similar credit ratings.

Fair value summary of note and mortgage receivables:

                          March 31, 2000                March 31, 1999
                     ----------------------        ----------------------
                     Carrying    Estimated         Carrying    Estimated
                       value     fair value          value     fair value
                     ----------------------        ----------------------
                          (in thousands)                (in thousands)
                    $ 185,775      187,491        $ 214,521      216,389
                     ======================        ======================

     Other financial instruments that are subject to fair value disclosure
requirements are carried in the financial statements at amounts that
approximate fair value, unless elsewhere disclosed.  See below, as well as
Notes 4 and 5 of Notes to Consolidated Financial Statements.

     AMERCO's financial instruments that are exposed to concentrations of
credit risk consist primarily of temporary cash investments, trade
receivables and notes receivable.  AMERCO places its temporary cash
investments with financial institutions and limits the amount of credit
exposure to any one financial institution.  Concentrations of credit risk
with respect to trade receivables are limited due to the large number of
customers and their dispersion across many different industries and
geographic areas.  As discussed in Note 2 of Notes to Consolidated Financial
Statements, at March 31, 2000 and 1999, notes receivable are primarily due
from one related party.

POLICY BENEFITS AND LOSSES, CLAIMS AND LOSS EXPENSES PAYABLE
     Liabilities for policy benefits payable on traditional life and certain
annuity policies are established in amounts adequate to meet estimated
future obligations on policies in force.  These liabilities are computed
using mortality and withdrawal assumptions which are based upon recognized
actuarial tables and contain margins for adverse deviation.  At December 31,
1999, interest assumptions used to compute policy benefits payable range
from 2.5% to 11.25%.

     The liability for annuity policies, which are accounted for as
investment contract deposits, consists of policy account balances that
accrue to the benefit of the policyholders, excluding surrender charges.
Fair value of investment contract deposits were $461,673,000 and
$457,759,000 at December 31, 1999 and 1998, respectively.

     Liabilities for health and disability and other policy claims and
benefits payable represent estimates of payments to be made on insurance
claims for reported losses and estimates of losses incurred but not yet
reported.  These estimates are based on past claims experience and consider
current claim trends as well as social and economic conditions.

     Republic's liability for reported and unreported losses are based on
Republic's historical and industry averages.  The liability for unpaid loss
adjustment expenses is based on historical ratios of loss adjustment
expenses paid to losses paid.  Amounts recoverable from reinsurers on unpaid
losses are estimated in a manner consistent with the claim liability
associated with the reinsured policy.  Adjustments to the liability for
unpaid losses and loss expenses as well as amounts recoverable from
reinsurers on unpaid losses are charged or credited to expense in periods in
which they are made.

RENTAL REVENUE
     U-Haul recognizes its share of rental revenue less commission on the
accrual basis pursuant to contractual arrangements between AMERCO and its
fleet owners, rental dealers and customers.  See Note 10 of Notes to
Consolidated Financial Statements for further discussion.
<PAGE> 42


                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

PREMIUM REVENUE
     Credit life and disability, Medicare supplement and property-casualty
gross premiums are earned on a pro rata basis over the term of the related
contracts. The portion of premiums not earned at the end of the period is
recorded as unearned premiums.  Traditional life and annuity premiums are
recognized as revenue when due from policyholders.  Revenue for annuity
policies which are accounted for as investment contracts are included in net
investment income as investment margins until the policyholder annuitizes,
at which time the policyholder's fund balance is recognized as premium.

REINSURANCE
     Reinsurance premiums, commissions and expense reimbursements, related
to ceded business, are accounted for on a basis consistent with those used
in accounting for the original policies issued and the terms of the
reinsurance contracts.  Premiums ceded to other companies have been reported
as a reduction of premium income.  Assets and liabilities relating to ceded
contracts are reported gross of the effects of reinsurance.  See also
"Policy Benefits And Losses, Claims And Loss Expenses Payable" above.

INCOME TAXES
     AMERCO files a consolidated federal income tax return with its
subsidiaries.  In addition to charging income for taxes paid or payable, the
provision for income taxes reflects deferred income taxes resulting from
changes in temporary differences between the tax bases of assets and
liabilities and their reported amounts in the financial statements.  The
effect on deferred income taxes of a change in tax rates is recognized in
income in the period that includes the enactment date.

ADVERTISING COSTS
     AMERCO expenses advertising costs as incurred.  Advertising expense of
$38,642,000, $33,567,000 and $29,652,000 was charged to operations for fiscal
years 2000, 1999 and 1998, respectively.

NEW ACCOUNTING STANDARDS
     New pronouncements issued by the Financial Accounting Standards Board
adopted during the year are not material to the consolidated financial
statements of AMERCO.  Further, pronouncements with future effective dates
are either not applicable or not material to the consolidated financial
statements of AMERCO.

EARNINGS PER SHARE
     Basic earnings per common share are computed based on the weighted
average number of shares outstanding for the year and quarterly periods,
excluding shares of the employee stock ownership plan that have not been
committed to be released.  Preferred dividends include undeclared or unpaid
dividends of AMERCO.  Net income is reduced for preferred dividends for the
purpose of the calculation.  The calculation of diluted earnings per share
in fiscal years 2000 and 1999 included assumed conversions of the Series B
preferred stock into common stock.  In fiscal year 2000, the assumed
conversions have a dilutive effect; in fiscal year 1999 the assumed
conversions had no effect on the calculated earnings per share amount.  In
fiscal year 1998, the assumed conversion of the Series B preferred stock was
not included in the calculation of diluted earnings per share because it was
antidilutive.  Accordingly, basic and diluted earnings per share are equal
for fiscal years 1999 and 1998.  See Notes 6 and 8 of Notes to Consolidated
Financial Statements for further discussion.

COMPREHENSIVE INCOME
     Comprehensive income consists of net income, foreign currency
translation adjustment, unrealized gains and losses on investments and fair
market value of cash flow hedges.

FINANCIAL STATEMENT PRESENTATION
     Certain reclassifications have been made to the financial statements
for the fiscal years ended 1999 and 1998 to conform with the current year's
presentation.
<PAGE> 43



                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


2.  RECEIVABLES, NET

     A summary of trade receivables follows:

                                                          March 31,
                                                    --------------------
                                                      2000        1999
                                                    --------------------
                                                        (in thousands)

      Trade accounts receivable                   $  17,296      12,008
      Premiums and agents' balances in course
        of collection                                73,536      34,896
      Reinsurance recoverable                        80,180     100,662
      Accrued investment income                      14,304      14,032
      Independent dealer receivable                   2,551       4,076
      Other receivables                              12,085       9,382
                                                    -------------------
                                                    199,952     175,056
      Less allowance for doubtful accounts            1,960       2,006
                                                    -------------------

                                                  $ 197,992     173,050
                                                    ===================

     A summary of notes and mortgage receivables follows:

                                                          March 31,
                                                    --------------------
                                                      2000        1999
                                                    --------------------
                                                        (in thousands)
      Notes receivable, including accrued
        interest from SAC Holding Corporation
        and its subsidiaries                      $ 158,648     186,332
      Notes and mortgage receivables,
        net of discount                              45,816      31,648
                                                    --------------------
                                                    204,464     217,980
      Less allowance for doubtful accounts               70          70
                                                    --------------------

                                                  $ 204,394     217,910
                                                    ====================

     During fiscal year 2000, subsidiaries of AMERCO held various senior and
junior notes with SAC Holding Corporation and its subsidiaries (SAC
Holdings).  The voting common stock of SAC Holdings is held by Mark V. Shoen,
a major stockholder of AMERCO.  AMERCO's subsidiaries received interest
income of $20,111,000, $8,022,000 and $6,847,000 from SAC Holdings during
fiscal years 2000, 1999 and 1998, respectively.  Principal payments of
$105,689,000, zero and $1,047,000 were received during fiscal years 2000,
1999 and 1998, respectively.  The note receivable balance outstanding was, in
the aggregate, $153,067,000 and $179,819,000 at March 31, 2000 and 1999,
respectively, bearing interest rates ranging from 8.37% to 13.0%.  The
principal balance is due in full at maturity and interest is payable quarterly.
Notes receivable from SAC Holdings include $547,000 at March 31, 2000 which is
secured by land and buildings at various locations.  The terms of the notes
receivable are consistent with the terms of notes receivable held by U-Haul
for other properties owned by unrelated parties and managed by U-Haul.

     During fiscal years 2000, 1999 and 1998, a subsidiary of AMERCO funded
through notes receivable the purchase of properties and construction costs
for SAC Holdings of $44,934,000, $26,116,000 and $24,574,000, respectively.

     In December 1998, U-Haul and Real Estate completed the sale of twenty-
six storage properties to Six SAC Self-Storage Corporation, a subsidiary of
SAC Holdings, for $99,685,000.  Real Estate received cash and notes from the
sale.  The gain is reflected in the Consolidated Statements of Changes in
Stockholders' Equity.

     U-Haul currently manages the properties owned by SAC Holdings under a
management agreement, whereby U-Haul receives a management fee equal to 6% of
the gross receipts from the properties.  Management fees of $4,482,000,
$2,483,000 and $1,860,000 were received during fiscal years 2000, 1999 and
1998, respectively.  The 6% fee is consistent with the fees received by
U-Haul for other properties owned by unrelated parties and managed by U-Haul.

     Management believes that the foregoing transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions.
<PAGE> 44

                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


3.  INVENTORIES, NET

     A summary of inventory components follows:

                                                     March 31,
                                               --------------------
                                                 2000         1999
                                               --------------------
                                                   (in thousands)
      Truck and trailer parts
        and accessories                      $  61,292       54,407
      Hitches and towing components             14,112       15,738
      Moving supplies and promotional items      9,210       10,014
                                               --------------------

                                             $  84,614       80,159
                                               ====================

     Inventories are stated net of reserve for obsolescence of $3,321,000
at March 31, 2000 and 1999, respectively.  Certain general and administrative
expenses are allocated to ending inventories.  Such costs remaining in
inventory are estimated at $12,084,000 and $12,082,000 at March 31, 2000 and
1999, respectively.  For fiscal years 2000, 1999 and 1998, aggregate general
and administrative costs were $461,762,000, $566,592,000 and $526,431,000,
respectively.

     LIFO inventories, which represent approximately 98% of total
inventories at March 31, 2000 and 1999, would have been $4,957,000 and
$4,835,000 greater at March 31, 2000 and 1999, respectively, if the
consolidated group had used the FIFO (first-in, first-out) method.
<PAGE> 45

                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


4.  INVESTMENTS

     A comparison of amortized cost to estimated market value for fixed
maturities is as follows:

December 31, 1999
- -----------------    Par Value               Gross       Gross    Estimated
Consolidated         or number  Amortized  unrealized  unrealized   market
Held-to-Maturity     of shares     cost      gains       losses      value
                     ------------------------------------------------------
                                          (in thousands)
U.S. treasury
  securities
  and government
  obligations        $  19,586     18,860         87       (437)    18,510
U.S. government
  agency mortgage-
  backed securities  $  18,538     18,448         51       (398)    18,101
Corporate
  securities         $  80,295     81,847        566     (2,050)    80,363
Mortgage-backed
  securities         $  35,960     35,284        298       (525)    35,057
Redeemable preferred
  stocks                 4,561    115,253         41    (19,344)    95,950
                                  ----------------------------------------

                                  269,692      1,043    (22,754)   247,981
                                  ----------------------------------------

December 31, 1999
- -----------------    Par Value               Gross       Gross    Estimated
Consolidated         or number  Amortized  unrealized  unrealized   market
Available-for-Sale   of shares     cost      gains       losses      value
                     ------------------------------------------------------
                                          (in thousands)
U.S. treasury
  securities and
  government
  obligations        $  40,860     41,643        912      (1,206)   41,349
U.S. government
  agency mortgage-
  backed securities  $  36,998     36,709        221        (534)   36,396
Obligations of
  states and
  political
  subdivisions       $  19,320     19,585        323        (154)   19,754
Corporate
  securities         $ 468,131    469,093      2,717     (17,791)  454,019
Mortgage-backed
  securities         $  36,834     36,574        259        (409)   36,424
Redeemable preferred
  stocks                 1,311     32,675         49      (5,534)   27,190
                                  ----------------------------------------

                                  636,279      4,481     (25,628)  615,132
                                  ----------------------------------------

       Total                    $ 905,971      5,524     (48,382)  863,113
                                  ========================================
<PAGE> 46


                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


4.  INVESTMENTS, continued

December 31, 1998
- -----------------    Par Value               Gross       Gross    Estimated
Consolidated         or number  Amortized  unrealized  unrealized   market
Held-to-Maturity     of shares     cost      gains       losses      value
                     ------------------------------------------------------
                                          (in thousands)
U.S. treasury
  securities
  and government
  obligations        $  23,248     22,518        449        (131)   22,836
U.S. government
  agency mortgage-
  backed securities  $  29,722     29,647        405        (166)   29,886
Obligations of
  states and
  political
  subdivisions       $   1,500      1,520        163         -       1,683
Corporate
  securities         $  99,068    100,254      3,100        (259)  103,095
Mortgage-backed
  securities         $  52,082     51,314      1,150         (52)   52,412
Redeemable preferred
  stocks                 4,634    117,703      1,927      (1,589)  118,041
                                  ----------------------------------------

                                  322,956      7,194      (2,197)  327,953
                                  ----------------------------------------

December 31, 1998
- -----------------    Par Value               Gross       Gross    Estimated
Consolidated         or number  Amortized  unrealized  unrealized   market
Available-for-Sale   of shares     cost      gains       losses      value
                     ------------------------------------------------------
                                          (in thousands)
U.S. treasury
  securities and
  government
  obligations        $  32,660     33,507      2,572         -      36,079
U.S. government
  agency mortgage-
  backed securities  $  41,128     40,757      1,263          (1)   42,019
Obligations of
  states and
  political
  subdivisions       $  16,710     16,874        816         (17)   17,673
Corporate
  securities         $ 396,024    398,828     15,402      (2,851)  411,379
Mortgage-backed
  securities         $  35,419     35,235      1,177         (12)   36,400
Redeemable preferred
  stocks                 1,321     33,266      1,327        (104)   34,489
                                  ----------------------------------------

                                  558,467     22,557      (2,985)  578,039
                                  ----------------------------------------

       Total                    $ 881,423     29,751      (5,182)  905,992
                                  ========================================

     Fixed maturities estimated market values are based on publicly quoted
market prices at the close of trading on December 31, 1999 or December 31,
1998, as appropriate.
<PAGE> 47


                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


4.  INVESTMENTS, continued

     The amortized cost and estimated market value of debt securities by
contractual maturity are shown below.  Expected maturities will differ
from contractual maturities as borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

Consolidated                        December 31, 1999        December 31, 1998
- ------------                     -----------------------  ----------------------
Held-to-Maturity                  Amortized   Estimated   Amortized   Estimated
                                   cost     market value   cost     market value
                                 -----------------------  ----------------------
                                     (in thousands)          (in thousands)

Due in one year or less        $   18,813      18,899       12,455      12,479
Due after one year through
  five years                       51,806      50,461       72,459      75,316
Due after five years through
  ten years                         9,617       9,276       17,527      17,739
After ten years                       206         242        2,850       3,007
                                 --------------------     --------------------

                                   80,442      78,878      105,291     108,541

Mortgage-backed securities         73,997      73,153       99,962     101,371
Redeemable preferred stock        115,253      95,950      117,703     118,041
                                 --------------------     --------------------

                                  269,692     247,981      322,956     327,953
                                 --------------------     --------------------


Consolidated                        December 31, 1999        December 31, 1998
- ------------                     -----------------------  ----------------------
Available-for-Sale                Amortized   Estimated   Amortized   Estimated
                                   cost     market value   cost     market value
                                 -----------------------  ----------------------
                                     (in thousands)          (in thousands)

Due in one year or less            40,778      40,642       17,562      17,704
Due after one year through
  five years                      215,505     212,482      176,265     181,853
Due after five years through
  ten years                       188,023     180,520      170,249     175,717
After ten years                    86,015      81,477       85,133      89,856
                                 --------------------     --------------------
                                  530,321     515,121      449,209     465,130

Mortgage-backed securities         73,283      72,821       75,992      78,420
Redeemable preferred stock         32,675      27,190       33,266      34,489
                                 --------------------     --------------------

                                  636,279     615,132      558,467     578,039
                                 --------------------     --------------------

       Total                   $  905,971     863,113      881,423     905,992
                                 ====================     ====================


     Proceeds from sales of investments in debt securities for the years
ended December 31, 1999, 1998 and 1997 were $29,889,000, $53,948,000 and
$69,252,000, respectively.  Gross gains of $912,000, $1,472,000 and
$1,132,000 and gross losses of $315,000, $164,000 and $515,000 were realized
on those sales for the years ended December 31, 1999, 1998 and 1997,
respectively.

     At December 31, 1999 and 1998 fixed maturities include bonds with an
amortized cost of $15,696,000 and $15,434,000, respectively, on deposit with
insurance regulatory authorities to meet statutory requirements.
<PAGE> 48

                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


4.  INVESTMENTS, continued

     Investments, other consists of the following:
                                                            March 31,
                                                     ----------------------
                                                       2000           1999
                                                     ----------------------
                                                          (in thousands)
Short-term investments                             $  32,490         67,021
Mortgage loans                                        73,716         56,898
Equity investment                                     24,500         24,500
Real estate, foreclosed properties                       554         19,069
U.S. government securities mutual fund                 5,638          5,805
Policy loans                                           6,594          7,217
Other                                                 22,675          1,382
                                                     ----------------------
                                                   $ 166,167        181,892
                                                     ======================

     A summary of net investment and interest income follows:

                                                   Year ended December 31,
                                                ----------------------------
                                                 1999       1998       1997
                                                ----------------------------
                                                       (in thousands)

      Fixed maturities                      $   66,747     67,812     64,114
      Real estate                                   58         15        223
      Policy loans                                 285        354        605
      Mortgage loans                             5,447      6,279      7,187
      Short-term, amounts held by
        ceding reinsurers, net and
        other investments                        7,140      5,965      2,797
                                                ----------------------------
      Investment income                         79,677     80,425     74,926

      Less investment expenses                  23,965     23,733     24,584
                                                ----------------------------

      Net investment income                     55,712     56,692     50,342
      Interest income                           26,253     15,747     15,353
                                                ----------------------------

      Net investment and interest income    $   81,965     72,439     65,695
                                                ============================

     Short-term investments consist primarily of fixed maturities of three
months to one year from acquisition date.  Mortgage loans, representing first
lien mortgages held by the insurance subsidiaries, are carried at unpaid
balances, less allowance for possible losses and any unamortized premium or
discount.  Equity investments and real estate obtained through foreclosures
and held for sale are carried at the lower of cost or fair value.  U.S.
government securities mutual fund is carried at cost which approximates
market value.  Policy loans are carried at their unpaid balance.

     At December 31, 1999 and 1998, mortgage loans held as investments with a
carrying value of $73,716,000 and $56,898,000, respectively, were
outstanding.  The estimated fair value of the mortgage loans at December 31,
1999 and 1998 aggregated $74,559,000 and $60,893,000, respectively.  The
estimated fair values were determined using the discounted cash flow method,
using interest rates currently offered for similar loans to borrowers with
similar credit ratings.  Investments in mortgage loans, included as a
component of investments, are reported net of allowance for possible losses
of $225,000 and $81,000 in 1999 and 1998, respectively.

     In February 1997, AMERCO, through its insurance subsidiaries, invested
in the equity of a limited partnership in a Texas-based self-storage
corporation.  Republic invested $13,500,000 and has a 22% limited
partnership interest and Oxford invested $11,000,000 and has a 27%
limited partnership interest.  U-Haul is a 50% owner of a corporation which
is a general partner in the Texas-based self-storage corporation.  AMERCO has
a $10,000,000 note receivable from PMSI Investors L.L.C., a 30% limited partner
in the corporation.  During 1997, the corporation secured a line of credit in
the amount of $225,000,000 with a financing institution.  Under the terms of
this credit facility, AMERCO entered into a support party agreement with the
corporation whereby upon default or noncompliance with debt covenants by the
corporation, AMERCO assumes responsibility fulfulling all obligations related
to this credit facility.
<PAGE> 49

                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


5.  NOTES AND LOANS PAYABLE

     Notes and loans payable consist of the following:

                                                               March 31,
                                                        --------------------
                                                            2000       1999
                                                        --------------------
                                                           (in thousands)

      Short-term borrowings, 6.32%
         interest rate                                $    16,500     25,337
      Notes payable to banks under
         revolving lines of credit, unsecured,
         6.19% to 6.44% interest rates                    159,000    297,000
      Medium-term notes payable, unsecured,
         6.71% to 8.08% interest
         rates, due through 2027                          237,000    317,000
      Notes payable under Bond Backed Asset Trust,
         unsecured, 6.89% to 7.14% interest
         rates, due through 2033                          200,000    300,000
      Notes payable to public,
         unsecured, 7.85% interest
         rate, due through 2004                           175,000    175,000
      Senior Note, unsecured, 7.20% interest
         rate, due through 2002                           150,000        -
      Senior Note, unsecured, 8.80% interest
         rate, due through 2005                           200,000        -
      Other notes payable, secured and
         unsecured, 7.00% to 11.25% interest
         rate, due through 2005                               340        411
                                                        --------------------
                                                      $ 1,137,840  1,114,748
                                                        ====================

     Other notes payable are secured by land and buildings at various
locations with a net carrying value of $6,504,302 and $7,056,509 at
March 31, 2000 and 1999, respectively.

     AMERCO has a revolving credit loan (long-term) available from
participating banks under an agreement which provides for a credit line of
$400,000,000 through June 30, 2002.  Depending on the form of borrowing
elected, interest will be based on the London Interbank Offering Rate
(LIBOR), prime rate, the federal funds effective rate, or rates determined
by a competitive bid.  LIBOR loans include a spread based upon the senior
debt rates of AMERCO.  Facility fees paid are based upon the amount of credit
line.

     At March 31, 2000, AMERCO had borrowed $16,500,000, representing short-
term borrowings, from its total uncommitted lines of credit of $59,915,000.

     As of March 31, 2000, loans outstanding under the revolving credit line
totaled $159,000,000.  Management intends to refinance the borrowings on a
long-term basis by either replacing them with long-term obligations,
renewing or extending them.
<TABLE>
<CAPTION>
                                 Revolving credit activity        Short-term borrowing
                                         Year ended                    Year ended
                                ---------------------------    --------------------------
                                   2000      1999      1998      2000      1999      1998
                                ---------------------------    --------------------------
                                       (in thousands, except interest rates)
<S>                         <C>         <C>       <C>        <C>       <C>       <C>
 Weighted average interest
   rate during the year          5.90%     5.73%     5.95%     6.13%     5.63%     6.05%
 Interest rate at year end       6.26%     5.33%     5.90%     6.32%     6.19%     6.31%
 Maximum amount outstanding
   during the year          $ 365,000   297,000   285,000    52,000    39,000    57,000
 Average amount outstanding
   during the year          $ 235,500   220,083   203,250    13,542    21,208    25,208
 Facility fees              $     508       507       564       N/A       N/A        58
</TABLE>
<PAGE> 50

                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


5.  NOTES AND LOANS PAYABLE, continued

     AMERCO has entered into interest rate swap agreements (SWAPS) to
potentially mitigate the impact of changes in interest rates on its floating
rate debt.  These agreements effectively change AMERCO's interest rate
exposure on $65,000,000 of floating rate notes to a weighted average fixed
rate of 8.20%.  The SWAPS mature at the time the related notes mature.
Incremental interest expense associated with SWAP activity was $1,935,000,
$2,593,000 and $2,687,000 during 2000, 1999 and 1998, respectively.

     At March 31, 2000, interest rate swap agreements with an aggregate
notional amount of $65,000,000 were outstanding.  Management estimates that
at March 31, 2000 and 1999, AMERCO would be required to pay $1,888,000 and
$5,674,000, respectively, to terminate the agreements.  Such amounts were
determined from current treasury rates combined with SWAP spreads on
agreements outstanding.

     During April 1999, AMERCO issued $150,000,000 of 7.20% Senior Notes due
2002.  During February 2000, AMERCO issued $200,000,000 of 8.80% Senior Notes
due 2005.

     During fiscal year 2000, AMERCO extinguished $100,000,000 of BATs
with interest of 6.65% originally due in fiscal year 2030, and $50,000,000
of 7.05% to 7.10% Medium-Term notes originally due in fiscal year 2007.
This resulted in an extraordinary loss of $334,000, net of tax of $213,000
($0.02 per share).

     During fiscal year 1998, AMERCO extinguished $76,000,000 of 10.27%
interest-bearing notes originally due in fiscal year 1999 through fiscal year
2002.  This resulted in an extraordinary loss of $4,044,000, net of tax of
$2,371,000 ($0.18 per share).

     In October 1997, AMERCO issued $300,000,000 of BATs.  The net proceeds
were used to initially prepay floating rate indebtedness of AMERCO under
revolving credit agreements.  Subsequent to the funding of the BATs, AMERCO
extinguished $255,071,000 of 6.43% to 8.13% interest-bearing notes originally
due in fiscal year 1999 through fiscal year 2010.  This resulted in an
extraordinary loss of $9,628,000, net of tax of $5,645,000 ($0.44 per share).

     Certain of AMERCO's credit agreements contain restrictive financial and
other covenants, including, among others, covenants with respect to incurring
additional indebtedness, maintaining certain financial ratios and placing
certain additional liens on its properties and assets.  At March 31, 2000,
AMERCO was in compliance with these covenants.

     The annual maturities of long-term debt for the next five years adjusted
for subsequent activity (if the revolving credit lines are outstanding to
maturity), are presented in the table below:

                                          Year Ended
                        ------------------------------------------------
                          2001      2002       2003      2004      2005
                        ------------------------------------------------
                                          (in thousands)
Mortgages             $      34        37         29        32        23
Medium-Term and
  Other Notes                11    77,512    150,014   175,015   205,001
Revolving Credit            -         -      159,000       -         -
                        ------------------------------------------------
                      $      45    77,549    309,043   175,047   205,024
                        ================================================

     Interest paid in cash amounted to $77,529,000, $74,026,000 and
$76,035,000 for fiscal years 2000, 1999 and 1998, respectively.







<PAGE> 51
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


6.  STOCKHOLDERS' EQUITY

     AMERCO has authorized capital stock consisting of 150,000,000 shares of
common stock, 150,000,000 shares of Serial common stock and 50,000,000
shares of Serial preferred stock.  The Board of Directors (the Board) may
authorize the Serial common stock to be issued in such series and on such
terms as the Board shall determine.  Serial preferred stock issuance may be
with or without par value.

     AMERCO has issued 6,100,000 shares of 8.5% cumulative, no par, non-
voting Series A preferred stock (Series A).  The Series A is not convertible
into, or exchangeable for, shares of any other class or classes of stock of
AMERCO.  Dividends are payable quarterly in arrears and have priority as to
dividends over AMERCO's common stock.  The Series A is not redeemable prior
to December 1, 2000.  On or after December 1, 2000, AMERCO, at its option,
may redeem all or part of the Series A, for cash at $25.00 per share plus
accrued and unpaid dividends to the redemption date.

     On August 30, 1996, AMERCO issued 100,000 shares of its Series B
preferred stock with no par value for gross proceeds of $100,000,000.  As of
March 31, 2000, AMERCO has redeemed all 100,000 shares.

     During the year ended March 31, 1997, pursuant to a judgment in
litigation with former shareholders, AMERCO repurchased 12,426,836 shares of
common stock in exchange for $84,502,000, funded damages of $228,373,000 and
paid statutory post-judgment interest of $689,000.  The treasury share
transaction was recorded net of tax of $80,997,000 for fiscal year 1997.
AMERCO also placed funds of $48,234,000 into an escrow account pending the
outcome of a dispute involving the entitlement of the plaintiffs to
post-petition interest.  The escrow account was transferred to the plaintiffs
on February 2, 2000, after it was determined that the plaintiffs were entitled
to such interest.  The transfer was recorded net of tax of $18,570,000.

     The plaintiffs included the father, brothers and sisters of Mark V. and
Paul F. Shoen who are major stockholders of AMERCO, and Edward J. and
James P. Shoen who are major stockholders and directors of AMERCO.

     On December 31, 1998, in connection with the resolution of one of the
remaining items associated with the treasury stock acquisitions, AMERCO
remitted $6,000,000 plus interest to the plaintiffs in the Shoen litigation.
The payment is reflected, net of taxes, in the Consolidated Statements of
Changes in Stockholders' Equity.


<PAGE> 52
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


7.  ACCUMULATED OTHER COMPREHENSIVE INCOME

     A summary of accumulated comprehensive income components follows:

                                         Unrealized  Fair market  Accumulated
                               Foreign   gain/(loss)  value of       other
                              currency       on       cash flow   comprehensive
                             translation investments    hedge       income
                             --------------------------------------------------
                                              (in thousands)

Balance at March 31, 1999    $ (25,411)    11,302      (3,631)      (17,740)
Foreign currency translation    (2,899)       -           -          (2,899)
Fair market value of cash
  flow hedge, net of taxes
  of $1,568                        -          -         2,192         2,192
Unrealized loss on
  investments, net of
  taxes of $11,442                 -      (23,870)        -         (23,870)
                               --------------------------------------------


Balance at March 31, 2000    $ (28,310)   (12,568)     (1,439)      (42,317)
                               ============================================

Balance at March 31, 1998    $ (18,675)     9,291         -          (9,384)
Foreign currency translation    (6,736)       -           -          (6,736)
Fair market value of cash
  flow hedge, net of taxes
  of $1,955                        -          -        (3,631)       (3,631)
Unrealized gain on
  investments, net of
  taxes of $1,159                  -        2,011         -           2,011
                               --------------------------------------------

Balance at March 31, 1999    $ (25,411)    11,302      (3,631)      (17,740)
                               ============================================

8.  EARNINGS PER SHARE

     The following table reflects the calculation of earnings per share:

                                          Income       Shares     Per Share
                                       (Numerator)  (Denominator)   Amount
                                      -------------------------------------
                                          (in thousands, except share and
                                                  per share data)
Year ended March 31, 2000
Earnings from operations before
  extraordinary loss on early
  extinguishment of debt             $   65,825
Less:  preferred stock dividends        (13,499)
                                         ------
Basic earnings per share
  Earnings from operations before
    extraordinary loss on early
    extinguishment of debt available
    to common stockholders               52,326       21,934,390   $  2.39
Extraordinary loss on early
  extinguishment of debt, net              (334)                     (0.02)
                                         ------                       ----
Net earnings                             51,992                       2.37
Effects of dilutive securities
  preferred stock conversion                537          291,667
                                         ------       ----------
Diluted earnings per share
  Net earnings                       $   52,529       22,226,057   $  2.36
                                         ======       ==========      ====


<PAGE> 53
                         AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


8.  EARNINGS PER SHARE, continued

                                          Income       Shares     Per Share
                                       (Numerator)  (Denominator)   Amount
                                      -------------------------------------
                                          (in thousands, except share and
                                                  per share data)
Year ended March 31, 1999
Earnings from operations before
  extraordinary loss on early
  extinguishment of debt             $   62,509
Less:  preferred stock dividends        (17,077)
                                         ------
Basic earnings per share
  Earnings from operations before
    extraordinary loss on early
    extinguishment of debt available
    to common stockholders               45,432       21,937,686   $  2.07
Extraordinary loss on early
  extinguishment of debt, net               -                           -
                                         ------                       ----
Net earnings                             45,432                       2.07
Effects of dilutive securities
  Preferred stock conversion              4,006        2,002,937
                                         ------       ----------
Diluted earnings per share
  Net earnings                       $   49,438       23,940,623   $  2.07
                                         ======       ==========      ====


Year ended March 31, 1998
Earnings from operations before
  extraordinary loss on early
  extinguishment of debt             $   48,656
Less:  preferred stock dividends        (20,664)
                                         ------
Basic earnings per share
  Earnings from operations before
    extraordinary loss on early
    extinguishment of debt available
    to common stockholders               27,992       21,896,101   $  1.28
Extraordinary loss on early
  extinguishment of debt, net           (13,672)                     (0.62)
                                         ------                       ----
Net earnings                             14,320                       0.66
Effects of dilutive securities
  Preferred stock conversion                -                -
                                         ------       ----------
Diluted earnings per share
  Net earnings                       $   14,320       21,896,101   $  0.66
                                         ======       ==========      ====




<PAGE> 54
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


9.  INCOME TAXES

     The components of the consolidated expense for income taxes applicable
to operations are as follows:

                                                  Year ended
                                      -------------------------------
                                        2000        1999        1998
                                      -------------------------------
                                               (in thousands)
         Current:
           Federal                   $  1,192       2,490       2,098
           State                        1,068         406         406

         Deferred:
           Federal                     32,369      29,963      23,772
           State                        2,293       2,242       1,367
                                       ------------------------------

                                     $ 36,922      35,101      27,643
                                       ==============================

     Income taxes paid in cash amounted to $1,522,000, $1,656,000 and
$2,758,000 for fiscal years 2000, 1999 and 1998, respectively.

     Actual tax expense reported on earnings from operations differs from
the "expected" tax expense amount (computed by applying the United States
federal corporate tax rate of 35% in 2000, 1999 and 1998) as follows:

                                                Year ended
                                      -------------------------------
                                        2000        1999        1998
                                      -------------------------------
                                              (in thousands)

    Computed "expected" tax
      expense                        $ 35,962      34,163      26,705
    Increases (reductions) in taxes
      resulting from:
        Tax-exempt interest income       (145)       (474)       (676)
        Dividends received deduction       (1)        (52)       (153)
        Canadian subsidiary
          (income)loss                   (536)        444        (524)
        True-up of prior year             -           -           950
        Federal tax benefit of
          state and local taxes        (1,176)       (927)       (620)
        Other                            (543)       (701)        188
                                       ------------------------------
          Actual federal tax
            expense                    33,561      32,453      25,870
        State and local income tax
          expense                       3,361       2,648       1,773
                                       ------------------------------

          Actual tax expense
            of operations            $ 36,922      35,101      27,643
                                       ==============================



<PAGE> 55
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


9.  INCOME TAXES, continued

     Deferred tax assets and liabilities are comprised as follows:

                                                March 31,
                                          -----------------
                                            2000      1999
                                          -----------------
                                            (in thousands)
    Deferred tax assets
    -------------------
    Benefit of tax net
      operating loss and credit
      carryforwards                     $  84,855    98,543
    Accrued expenses                        6,399    24,110
    Deferred revenue from
      sale/leaseback                        7,463     7,945
    Policy benefits and losses,
      claims and loss expenses
      payable, net                         20,236    18,780
    Other                                   1,838       709
                                          -----------------
        Total deferred tax assets         120,791   150,087
                                          -----------------

    Deferred tax liabilities
    ------------------------
    Property, plant and equipment         224,260   196,478
    Deferred policy acquisition costs       5,944    18,189
                                          -----------------
         Total deferred tax liabilities   230,204   214,667
                                          -----------------

          Net deferred tax liability    $ 109,413    64,580
                                          =================

     In light of AMERCO's history of profitable operations, management has
concluded that it is more likely than not that AMERCO will ultimately realize
the full benefit of its deferred tax assets.  Accordingly, AMERCO believes
that a valuation allowance is not required at March 31, 2000 and 1999.  See
also Note 15 of Notes to Consolidated Financial Statements.

     Under the provisions of the Tax Reform Act of 1984 (the Act), the
balance in Oxford's account designated "Policyholders' Surplus Account" is
frozen at its December 31, 1983 balance of $19,251,000.  Federal income
taxes (Phase III) will be payable thereon at applicable current rates if
amounts in this account are distributed to the stockholder or to the extent
the account exceeds a prescribed maximum.  Oxford did not incur a Phase III
liability for the years ended December 31, 1999, 1998 and 1997.

     The Internal Revenue Service has examined AMERCO's income tax returns
for the years ended 1994 and 1995.  All agreed issues have been provided for
in the financial statements for the 1994 and 1995 audit period.  On
January 22, 1999, AMERCO was informed by the Internal Revenue Service that
fiscal years 1996 and 1997 have been selected for audit.

     At March 31, 2000, AMERCO and Republic have non-life net operating loss
carryforwards available to offset taxable income in future years of
$183,130,000 for tax purposes.  These carryforwards expire in 2011 through
2012.  AMERCO has alternative minimum tax credit carryforwards of
$16,440,000 which do not have an expiration date, but may only be utilized
in years in which regular tax exceeds alternative minimum tax.  The use of
certain carryforwards may be limited or prohibited if a reorganization or
other change in corporate ownership were to occur.

     During 1994, Oxford dividended its investment in Republic common stock
to its parent at its book value.  As a result of such dividend, a deferred
intercompany gain arose due to the difference between the book value and
fair value of such common stock.  However, such gain can only be triggered
if certain events occur.  To date, no events have occurred which would
trigger such gain recognition.  No deferred taxes have been provided in the
accompanying consolidated financial statements as management believes that
no events have occurred to trigger such gain.


<PAGE> 56
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


10.  TRANSACTIONS WITH FLEET OWNERS AND OTHER RENTAL EQUIPMENT OWNERS

     Independent rental equipment owners (fleet owners) own approximately 7%
of all U-Haul rental trailers and 0.01% of certain other rental equipment.
There are approximately 2,600 fleet owners, including certain officers,
directors, employees and stockholders of AMERCO.  All rental equipment is
operated under contract with U-Haul whereby U-Haul administers the
operations and marketing of such equipment and in return receives a
percentage of rental fees paid by customers.  Based on the terms of various
contracts, rental fees are distributed to U-Haul (for services as
operators), to the fleet owners (including certain subsidiaries and related
parties of U-Haul) and to Rental Dealers (including Company-operated U-Haul
Centers).

     Republic insures and reinsures certain risks of U-Haul customers and
independent fleet owners.  Premiums earned on these policies were
$22,700,000, $41,000,000 and $49,400,000 during the years ended
December 31, 2000, 1999 and 1998, respectively.


11.  EMPLOYEE BENEFIT PLANS

     AMERCO participates in the AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Plan (the Plan) which is designed to provide all
eligible employees with savings for their retirement and to acquire a
proprietary interest in AMERCO.

     The Plan has three separate features:  a profit sharing feature (the
Profit Sharing Plan) under which the Employer may make contributions on
behalf of participants; a savings feature (the Savings Plan) which allows
participants to defer income under Section 401(k) of the Internal Revenue
Code of 1986; and an employee stock ownership feature (the ESOP) under which
AMERCO may make contributions of AMERCO common stock or cash to acquire such
stock on behalf of participants.  Generally, employees of AMERCO are
eligible to participate in the Plan upon completion of a one year service
requirement.

     No contributions were made to the profit sharing plan in fiscal year
2000, 1999, or 1998.

     AMERCO has arranged financing to fund the ESOP trust (ESOT) and to
enable the ESOT to purchase shares.  Below is a summary of the financing
arrangements:

                             Amount outstanding
          Financing                as of                  Interest Payments
             Date              March 31, 2000         2000       1999      1998
         ----------------------------------------------------------------------
                                           (in thousands)
         December 1989          $   -                  -           34       126
         May 1990                   117                 16         24        35
         June 1991               16,249              1,192      1,364     1,466

     Shares are released from collateral and allocated to active employees
based on the proportion of debt service paid in the plan year.
Contributions to the ESOT charged to expense were $1,771,000, $2,804,000 and
$3,588,000 for fiscal years 2000, 1999 and 1998, respectively.

     The shares held by ESOP as of March 31 were as follows:

                                     Shares issued           Shares issued
                                        prior to             subsequent to
                                   December 31, 1992       December 31, 1992
                                  ------------------------------------------
                                    2000        1999        2000        1999
                                  ------------------------------------------
                                                 (in thousands)
Allocated shares                   1,551       1,620         196         156
Shares committed to be released      -           -            11          11
Unreleased shares                    338         379         679         668

Fair value of unreleased shares $  4,157       4,485      12,470      14,370
                                  ==========================================


<PAGE> 57
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


11.  EMPLOYEE BENEFIT PLANS, continued

     For purposes of the schedule, fair value of unreleased shares issued
prior to December 31, 1992 is defined as the historical cost of such shares.
Fair value of unreleased shares issued subsequent to December 31, 1992 is
defined as the March 31 trading value of such shares for 2000 and 1999.

     Oxford insures various group life and group disability insurance plans
covering employees of the consolidated group.  Premiums earned were
$1,276,000, $1,208,000 and $2,785,000 during the years ended December 31,
1999, 1998 and 1997, respectively, and were eliminated in consolidation.


12.  POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

     AMERCO provides medical and life insurance benefits to retired
employees and eligible dependents over age 65 if the employee meets
specified age and service requirements.

     AMERCO uses the accrual method of accounting for postretirement
benefits.  AMERCO continues to fund medical and life insurance benefit costs
as claims are incurred.

     The components of net periodic postretirement benefit cost for 2000,
1999 and 1998 are as follows:

                                                    2000        1999       1998
                                                   ----------------------------
                                                           (in thousands)
Service cost for benefits earned
  during the period                             $    330         296        260
Interest cost on accumulated
  postretirement benefit                             338         327        301
Other components                                    (239)       (224)      (239)
                                                    ---------------------------
Net periodic postretirement benefit cost        $    429         399        322
                                                    ===========================

     The 2000 and 1999 postretirement benefit liability included the
following components:

                                                                2000       1999
                                                              ------------------
                                                                (in thousands)

Beginning of year                                           $  4,886      4,739
  Service cost                                                   330        296
  Interest cost                                                  338        327
  Benefit payments and expense                                   (93)       (88)
  Actuarial loss                                              (1,846)      (388)
                                                              -----------------
Accumulated postretirement benefit obligation                  3,615      4,886
Unrecognized net gain                                          5,232      3,624
                                                              -----------------
                                                            $  8,847      8,510
                                                              =================

     The discount rate assumptions in computing the information above were
as follows:

                                                     2000       1999      1998
                                                  -----------------------------
Accumulated postretirement benefit obligation        7.75%      7.00%     7.00%

     The year-to-year fluctuations in the discount rate assumptions
primarily reflect changes in U.S. interest rates.  The discount rate
represents the expected yield on a portfolio of high-grade (AA-AAA rated or
equivalent) fixed-income investments with cash flow streams sufficient to
satisfy benefit obligations under the plans when due.

     The assumed health care cost trend rate used in measuring the
accumulated postretirement benefit obligation was 6.00% in 2000, declining
annually to an ultimate rate of 4.20% in 2014.

<PAGE> 58
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

12.  POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS, continued

     If the health care cost trend rate assumptions were increased by 1.00%,
the accumulated postretirement benefit obligation as of March 31, 2000 would
be increased by approximately $166,000 and a decrease of 1.00% would reduce
the accumulated postretirement benefit obligation by $181,000.

     Postemployment benefits provided by AMERCO are not material.


13.  REINSURANCE

     In the normal course of business, Republic and Oxford assume and cede
reinsurance on both a coinsurance and risk premium basis.  Republic and
Oxford obtain reinsurance for that portion of risks exceeding retention
limits.  The maximum amount of life insurance retained on any one life is
$150,000.

     A summary of reinsurance transactions by business segment follows:

                                                                    Percentage
                                   Ceded       Assumed               of amount
                       Direct    to other    from other     Net     assumed to
                       amount    companies   companies    amount        net
                       ------------------------------------------   -----------
                                          (in thousands)
Year ended December 31, 1999
- ----------------------------
   Life insurance
     in force       $ 1,508,961   932,004     1,930,832  2,507,789       77%
                      ============================================

   Premiums earned:
     Life           $    26,745     2,527         6,480     30,698       21%
     Accident and
       health            43,833    15,121        29,377     58,089       51%
     Annuity                 69         3         6,269      6,335       99%
     Property -
       casualty         111,488    27,004        89,319    173,803       51%
                      --------------------------------------------
          Total     $   182,135    44,655       131,445    268,925
                      ============================================

                                                                    Percentage
                                   Ceded       Assumed               of amount
                       Direct    to other    from other     Net     assumed to
                       amount    companies   companies    amount       net
                       ------------------------------------------   -----------
                                          (in thousands)
Year ended December 31, 1998
- ----------------------------
   Life insurance
     in force       $ 1,254,084   809,267     2,218,772  2,663,589       83%
                      ============================================

   Premiums earned:
     Life           $    20,554     6,403        11,480     25,631       45%
     Accident and
       health            32,668    10,875        29,973     51,766       58%
     Annuity                556       -           9,944     10,500       95%
     Property -
       casualty         110,080    32,047        60,917    138,950       44%
                      --------------------------------------------
          Total     $   163,858    49,325       112,314    226,847
                      ============================================

<PAGE> 59
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


13.  REINSURANCE, continued

                                                                    Percentage
                                  Ceded       Assumed                of amount
                       Direct   to other    from other     Net      assumed to
                       amount   companies   companies    amount        net
                       ------------------------------------------   -----------
                                          (in thousands)
Year ended December 31, 1997
- ----------------------------
   Life insurance
     in force       $ 1,601,840   224,893     2,219,393  3,596,340       62%
                      ============================================

   Premiums earned:
     Life           $     3,527       160         7,034     10,401       68%
     Accident and
       health             7,916     1,217         1,930      8,629       22%
     Annuity                106       -           8,868      8,974       99%
     Property -
       casualty         103,488    22,387        55,508    136,609       41%
                      --------------------------------------------
          Total     $   115,037    23,764        73,340    164,613
                      ============================================

     In connection with Oxford's acquisitions during 1997 as disclosed in
Note 20 of Notes to Consolidated Financial Statements, the level of life
reinsurance transactions increased as of December 31, 1998.

     Republic is a reinsurer of municipal bond insurance through an
agreement with MBIA, Inc.  Premiums generated through this agreement are
recognized on a pro rata basis over the contract coverage period.  Unearned
premiums on this coverage were $5,000,000 and $5,300,000 as of December 31,
1999 and 1998, respectively.  Republic's share of case loss reserves related
to this coverage was insignificant at December 31, 1999.  Republic's
aggregate exposure for Class 1 municipal bond insurance was $1,000,000,000
as of December 31, 1999.

     To the extent that a reinsurer is unable to meet its obligation under
the related reinsurance agreements, Republic would remain liable for the
unpaid losses and loss expenses.  Pursuant to certain of these agreements,
Republic holds letters of credit of $3,500,000 from reinsurers.  Republic
has issued letters of credit of approximately $2,700,000 in favor of certain
ceding companies.

     Republic insures and reinsures general liability, auto liability and
workers' compensation coverage for member companies of the consolidated
group.  Premiums earned by Republic on these policies were $6,878,000,
$11,734,000 and $19,800,000 during the years ended December 31, 1999, 1998
and 1997, respectively, and were eliminated in consolidation.


14.  CONTINGENT LIABILITIES AND COMMITMENTS

     AMERCO uses certain equipment and occupies certain facilities under
operating lease commitments with terms expiring through 2079.  Lease expense
was $135,681,000, $118,742,000 and $89,879,000 for the years ended 2000,
1999 and 1998, respectively.  During the year ended March 31, 2000, a
subsidiary of U-Haul entered into twenty-two transactions and has
subsequently entered into nine additional transactions, whereby AMERCO sold
rental trucks, which were subsequently leased back.  AMERCO has guaranteed
$147,905,000 of residual values at March 31, 2000 and an additional
$13,015,000 subsequent to March 31, 2000 for these assets at the end of the
respective lease terms.  Certain leases contain renewal and fair market
value purchase options as well as mileage and other restrictions similar to
covenants disclosed in Note 5 of Notes to Consolidated Financial Statements
for notes payable and loan agreements.

<PAGE> 60
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


14.  CONTINGENT LIABILITIES AND COMMITMENTS, continued

     Following are the lease commitments for leases having terms of more
than one year:

                             March 31, 2000
                      ---------------------------    Net activity
                      Property, plant      Rental    subsequent to
      Year ended    and other equipment    fleet       year end     Total
      -------------------------------------------------------------------
                                  (in thousands)

      2001              $  5,186          133,496      10,795     149,477
      2002                 2,870          117,890      12,393     133,153
      2003                 2,068          104,257      12,393     118,718
      2004                 1,881           78,771      12,393      93,045
      2005                 1,652           65,042      12,393      79,087
      Thereafter          11,398           81,916      26,382     119,696
                          -----------------------------------------------
                        $ 25,055          581,372      86,749     693,176
                          ===============================================

     The Company, at the expiration of the lease, has the option to renew the
lease, purchase the units for fair market value, or sell the units to a third
party on behalf of the lessor.  On or before a specific date prior to the
expiration date of the lease, the Company has the ability to exercise a TRAC
option.  Under this provision the Company has the right to purchase the units
at a specified price.  At March 31, 2000, a subsidiary of U-Haul exercised its
option in accordance with the operating lease TRAC provision for equipment
contained in five lease agreements totaling $6,942,000.  Subsequent to
March 31, 2000, the Company exercised a similar provision totaling $10,944,000
in connection with seven additional leases.

     In December 1996, AMERCO executed a $100,000,000 Operating Lease
Facility with a number of financial institutions which was amended and restated
in July 1999 to $170,000,000.  In September 1999, AMERCO entered into an
additional $125,000,000 Operating Lease Facility.  Under these facilities,
the lessor acquires land to be developed for storage locations by AMERCO, as
Construction Agent, or acquires existing storage locations with advances of
funds (the Advances) made by certain parties to the facilities.  AMERCO will
separately lease land and improvements, including completed locations
capitalized by the lessor, under the facilities and the respective lease
supplements.  Funding under the facilities totaled $174,900,000 at
March 31, 2000.

     The facilities contain certain restrictions similar to those contained
in Note 5.  Upon occurrence of any event of default, the lessor may rescind
or terminate any or all leases and, among other things, require AMERCO to
repurchase any or all of the properties.  The facilities have a three year
term, subject to AMERCO's option, with the consent of other parties, to
renew for successive one year terms.

     Upon the expiration of the facilities, AMERCO may either purchase all of
the properties based on a purchase price equal to all amounts outstanding
under the Advances, including the interest and yield thereon, or remarket
all of the properties to a third party purchaser who may become a subsequent
lessor to AMERCO.

     In the normal course of business, AMERCO is a defendant in a number of
suits and claims.  AMERCO is also a party to several administrative
proceedings arising from state and local provisions that regulate the removal
and/or cleanup of underground fuel storage tanks.  It is the opinion of
management that none of such suits, claims or proceedings involving AMERCO,
individually or in the aggregate, are expected to result in a material loss.
Also see Notes 13 and 15 of Notes to Consolidated Financial Statements.



<PAGE> 61
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


15.  LEGAL PROCEEDINGS

     On October 1, 1996, AMERCO made the final payment of approximately
$448,100,000 to the plaintiffs (non-management shareholders and their
affiliates) in the full settlement of a legal dispute related to
control of AMERCO.  As a result, the plaintiffs that owned AMERCO stock
were required to transfer all of their shares of common stock to AMERCO.
The total number of shares transferred was 18,254,976.

     On January 10, 2000 it was determined that the plaintiffs were entitled
to post-petition interest at the rate of ten percent (10%) per year from
February 21, 1995 until October 1, 1996.  In 1996, AMERCO deposited
approximately $48,200,000 into an escrow account to secure payment of the
disputed interest, pending final resolution of this issue.  The escrow account
was reflected as a component of "Other assets" in AMERCO's consolidated
financial statements.  The amount deposited into the escrow account was
transferred to the plaintiffs on February 2, 2000.  The release of the escrow
did not have the effect of increasing or decreasing AMERCO's net earnings,
but reduced stockholders' equity.

     AMERCO has deducted for income tax purposes approximately $372,000,000
of payments previously made to the former shareholders.  While AMERCO
believes that such income tax deductions are appropriate, there can be no
assurance that such deductions ultimately will be allowed in full.

      On June 24, 1997, five (5) current and/or former Moving Center General
Managers (GMs) and one (1) Area Field Manager (AFM) filed suit in Marin
County Superior Court, Case No. BC 203532, entitled Sarah Saunders, et al.
                                                    ----------------------
vs. U-Haul Company of California, Inc., claiming that they were entitled to
    ----------------------------------
be compensated for all overtime hours worked in excess of forty (40) hours
per week.  In addition, these Plaintiffs sought class action status
purporting to represent all persons employed in California as either a
salaried GM or AFM since September 1993.  On September 30, 1997, a virtually
identical lawsuit was filed in Los Angeles County Superior Court, Case No.
BC 178775, entitled Wyatt Crandall vs. U-Haul International, Inc. and U-Haul
                    --------------     -------------------------------------
Co. of California.  This action did not include AFMs, but did purport to be
- -----------------
brought on behalf of GMs and GM trainees.  These cases were consolidated by
the Court in Los Angeles on October 15, 1998.  On June 10, 1999, Plaintiff's
motion to certify the AFMs as a class was denied and the motion to certify
the GMs as a class was granted.  Notice of certification was mailed on or
about August 24, 1999.  The class opt-out period ended on October 11, 1999.
Trial is set for November 2000.  Management does not expect the Plaintiffs'
damage claims to result in a material loss, however, there remains the
possibility that an adverse outcome could result in a material effect on
AMERCO's results of operations for the year in which the decision is rendered.

<PAGE> 62
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



16.  PREFERRED STOCK PURCHASE RIGHTS

     AMERCO's Board of Directors adopted a stockholder-rights plan in July
1998.  The rights were declared as a dividend of one preferred share
purchase right for each outstanding share of AMERCO's common stock.  The
dividend distribution was payable on August 17, 1998 to the stockholders of
record on that date.  When exercisable, each right will entitle its holder
to purchase from AMERCO one one-hundredth of a share of Series C Junior
Participating Preferred Stock (Series C), no par value per share of AMERCO,
at a price of $132.00 per one one-hundredth of a share of Series C, subject
to adjustment.  AMERCO has created a series of 3,000,000 shares of
authorized but unissued preferred stock for the Series C stock authorized in
this stockholder-rights plan.

     The rights will become exercisable if a person or group of affiliated
or associated persons acquire or obtain the right to acquire beneficial
ownership of 10% or more of the common stock without approval of a majority
of the Board of Directors of AMERCO.  The rights will expire on August 7,
2008 unless earlier redeemed or exchanged by AMERCO.

     In the event AMERCO is acquired in a merger or other business
combination transaction after the rights become exercisable, each holder of
a right would be entitled to receive that number of shares of the acquiring
company's common stock equal to the result obtained by multiplying the then
current Purchase Price by the number one one-hundredths of a share of Series
C for which a right is then exercisable and dividing that product by 50% of
the then current market price per share of the acquiring company.


<PAGE> 63
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


17.  STOCK OPTION PLAN

      AMERCO's stockholders approved a ten year incentive plan entitled the
AMERCO Stock Option and Incentive Plan (the Plan) for officers and key
employees in October 1992.  No stock options or awards have been granted
under this plan to date.

     The aggregate numbers of shares of stock subject to award under the
Plan may not exceed 3,000,000.  The stock subject to the Plan is AMERCO
common stock unless prior to the date the first award is made under the
Plan, a Committee of at least two Board members determines, in its
discretion, to utilize another class of AMERCO stock.  The features of the
Plan are:

     Incentive Stock Options (ISO's) - as defined under the Internal Revenue
     Code and Non-qualified Stock Options under such terms and conditions as
     the Committee determines in its discretion.  The ISO's may be granted
     at prices not less than one-hundred percent of the fair market value at
     the date of grant with a term not exceeding ten years.

     Stock Appreciation Right (SAR's) - subject to certain conditions and
     limitations to holders of options under the Plan.  SAR's permit the
     optionee to surrender an exercisable option for an amount equal to the
     excess of the market price of the common stock over the option price
     when the right is exercised.

     Restricted Stock Award - a specified number of common shares may be
     granted subject to certain restrictions.  Restriction violations during
     a specified period result in forfeiture of the stock.  The Committee
     may, at its discretion, impose any restrictions on a Restricted Stock
     award.

     Dividend Equivalents - in connection with options.  Dividend
     Equivalents are rights to receive additional shares of stock at the
     time of exercise of the option to which such Dividend Equivalents
     apply.

     Performance Share - deemed to be the equivalent of one share of stock
     and credited to a Performance Share account to be maintained for each
     Holder.  The value of the shares at time of award or payment is the
     fair market value of an equivalent number of shares of stock.  At the
     end of the award period, payment may be made subject to certain
     predetermined criteria and restrictions.


18.  RELATED PARTY TRANSACTIONS

     AMERCO has related party transactions with certain major stockholders,
directors and officers of the consolidated group as disclosed in Notes 2, 6,
10 and 16 of Notes to Consolidated Financial Statements.

     During fiscal year 2000, AMERCO sold $3,910,000 of remanufactured engines
and small automtive parts and purchased $38,373,000 of automtive parts and
tools from a company wherein a major stockholder, director and officer of
AMERCO has a beneficial minority ownership interest.

     During fiscal year 2000, AMERCO purchased $2,508,000 of rebuilt torque
converters and other related transmission parts from a company wherein an
owner is a family member of a major stockholder, director and officer of
AMERCO.

     During the years ended 2000, 1999 and 1998, AMERCO purchased
$3,371,000, $3,070,000 and $2,816,000, respectively, of printing from a
company wherein an officer is a major stockholder, director and officer of
AMERCO.

     Management believes that these transactions were consummated on terms
equivalent to those that prevail in arm's-length transactions.


<PAGE> 64
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


19.  SUPPLEMENTAL CASH FLOW INFORMATION

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

                                                      Year ended
                                       ---------------------------------------
                                         2000            1999            1998
                                       ---------------------------------------
                                                    (in thousands)

         Receivables                 $ (40,590)            676         (14,646)
                                       =======================================

         Inventories                 $  (4,455)        (11,272)         (3,093)
                                       =======================================

         Accounts payable and
           accrued expenses          $  20,146          12,668          11,123
                                       =======================================


20.  SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES

      A summarized consolidated balance sheet for Republic is presented below:

                                                                December 31,
                                                           -------------------
                                                             1999        1998
                                                           -------------------
                                                              (in thousands)

      Investments, fixed maturities                    $   399,445     421,346
      Investments, other                                    24,591      23,812
      Receivables                                          158,413     130,304
      Deferred policy acquisition costs                     15,130      12,299
      Due from affiliate                                    28,054      18,259
      Deferred federal income taxes                         13,384      13,497
      Other assets                                          25,770      19,460
                                                           -------------------
          Total assets                                 $   664,787     638,977
                                                           ===================

      Policy liabilities and accruals                  $   339,220     349,550
      Unearned premiums                                     64,755      55,076
      Other policyholders' funds and liabilities            52,307      22,905
                                                           -------------------
          Total liabilities                                456,282     427,531

      Stockholder's equity                                 208,505     211,446
                                                           -------------------

            Total liabilities and stockholder's equity $   664,787     638,977
                                                           ===================


     A summarized consolidated income statement for Republic is presented below:

                                                    Year ended December 31,
                                               -------------------------------
                                                 1999        1998        1997
                                               -------------------------------
                                                      (in thousands)

    Premiums                                 $ 173,803     145,301     155,906
    Net investment income                       33,004      35,755      31,938
                                               -------------------------------
        Total revenue                          206,807     181,056     187,844

    Benefits and losses                        150,543     118,870     165,890
    Amortization of deferred policy
      acquisition costs                         13,358       7,443       8,622
    Operating expenses                          34,972      35,637      12,596
                                               -------------------------------
        Total expenses                         198,873     161,950     187,108

          Income from operations                 7,934      19,106         736
    Income tax benefit (expense)                (2,611)     (5,976)        556
                                               -------------------------------
           Net income                        $   5,323      13,130       1,292
                                               ===============================


<PAGE> 65
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

20.  SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE
     SUBSIDIARIES, continued

     A summarized consolidated balance sheet for Oxford is presented below:

                                                                December 31,
                                                          --------------------
                                                             1999        1998
                                                          --------------------
                                                              (in thousands)

      Investments, fixed maturities                    $   485,379     479,649
      Investments, other                                   122,038     139,011
      Receivables                                           19,021      28,138
      Deferred policy acquisition costs                     73,272      69,390
      Other assets                                          32,270      31,097
                                                           -------------------
          Total assets                                 $   731,980     747,285
                                                           ===================

      Policy liabilities and accruals                  $   142,180     136,299
      Premium deposits                                     461,673     457,759
      Other policyholders' funds and liabilities            18,390      27,351
      Due to affiliate                                      10,669       9,862
      Deferred federal income taxes                         10,975      22,389
                                                           -------------------
          Total liabilities                                643,887     653,660

      Stockholder's equity                                  88,093      93,625
                                                           -------------------

            Total liabilities and stockholder's equity $   731,980     747,285
                                                           ===================


     A summarized consolidated income statement for Oxford is presented below:

                                                    Year ended December 31,
                                               -------------------------------
                                                 1999        1998        1997
                                               -------------------------------
                                                      (in thousands)

    Premiums                                 $  96,406      94,488      29,731
    Net investment income                       21,293      19,147      17,811
                                               -------------------------------
        Total revenue                          117,699     113,635      47,542

    Benefits and losses                         59,049      57,690      24,377
    Amortization of deferred policy
      acquisition costs                         21,629      24,278       5,572
    Operating expenses                          22,831      19,509       6,953
                                               -------------------------------
        Total expenses                         103,509     101,477      36,902

          Income from operations                14,190      12,158      10,640
    Income tax expense                          (4,117)     (3,423)     (3,220)
                                               -------------------------------
          Net income                         $  10,073       8,735       7,420
                                               ===============================


<PAGE> 66
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

20.  SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE
     SUBSIDIARIES, continued

     Applicable laws and regulations of the State of Arizona require
maintenance of minimum capital determined in accordance with statutory
accounting practices in the amount of $450,000 for Oxford and $1,000,000 for
Republic.  In addition, the amount of dividends which 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 which can be distributed as dividends is
$1,400,000 for Oxford and $16,100,000 for Republic at December 31, 1999.

     Audited statutory net income for Republic for the years ended December
31, 1999, 1998 and 1997 was $9,907,000, $12,382,000 and $2,124,000,
respectively; audited statutory capital and surplus was $154,604,000 and
$165,969,000 at December 31, 1999 and 1998, respectively.

     Audited statutory net income for Oxford for the years ended December
31, 1999, 1998 and 1997 was $1,599,000, $814,000 and $8,278,000,
respectively; audited statutory capital and surplus was $57,689,000 and
$64,084,000 at December 31, 1999 and 1998, respectively.

     On November 21, 1997, Oxford purchased all of the issued and outstanding
shares of Encore Financial, Inc. and its subsidiaries (Encore) for
$11,569,000.  Encore's primary subsidiary is North American Insurance Company
(NAI).  NAI's premium volume is primarily from the sale of credit life and
disability products.  NAI owns all of the issued and outstanding common
shares of North American Fire & Casualty Insurance Company, a property and
casualty insurance company.  In December 1998, North American Fire & Casualty
Insurance Company was sold to Republic.

     On November 24, 1997, Oxford purchased all of the issued and
outstanding shares of Safe Mate Life Insurance Company, for $2,243,000.  As
of November 1, 1998, Safe Mate merged into Oxford.  Safe Mate's business was
the sale of credit life and disability products.  These purchases greatly
increase Oxford's distribution channels and enhance administrative
capabilities in these markets.

<PAGE> 67
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued


21.  INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA

     Industry Segment Data - AMERCO has four industry segments represented
by Moving and Storage Operations (U-Haul), Real Estate, Property and
Casualty Insurance (Republic) and Life Insurance (Oxford).  See Note 1 of
Notes to Consolidated Financial Statements for a description of the industry
segments.

     Information concerning operations by industry segment follows:
<TABLE>
<CAPTION>
                   Moving             Property/             Adjustments
                 and Storage  Real    Casualty     Life         and
                 Operations  Estate  Insurance  Insurance  Eliminations  Consolidated
                 --------------------------------------------------------------------
                                     (in thousands)
Fiscal year 2000
- ----------------
Revenues:
 <S>             <C>          <C>        <C>       <C>          <C>         <C>
 Outside         $1,357,651     9,365    199,929   116,425           -      1,683,370
 Intersegment           -      71,021      6,878     1,274       (79,173)         -
                  ---------   -------    -------   -------      --------    ---------
 Total revenue   $1,357,651    80,386    206,807   117,699       (79,173)   1,683,370

Depreciation/
 amortization    $   88,363    10,512     14,819    21,787           -        135,481

Interest expense $   81,532    39,257        -         -         (39,257)      81,532

Pretax earnings  $   55,169    25,454      7,934    14,190           -        102,747

Income tax
 expense         $   21,264     8,930      2,611     4,117           -         36,922

Extraordinary
 loss on early
 extinguishment
 of debt, net    $     (334)      -          -         -             -           (334)

Identifiable
 assets at
 March 31, 2000  $1,388,639   687,855    664,787   721,311      (337,367)   3,125,225
<CAPTION>
Fiscal year 1999
- ----------------
Revenues:
 <S>             <C>          <C>        <C>       <C>          <C>         <C>
 Outside         $1,266,372     6,658    169,322   112,427           -      1,554,779
 Intersegment           -      71,888     11,734     1,208       (84,830)         -
                  ---------   -------    -------   -------      --------    ---------
 Total revenue   $1,266,372    78,546    181,056   113,635       (84,830)   1,554,779

Depreciation/
 amortization    $   72,325    10,990      9,190    21,597           -        114,102

Interest expense $   73,658    40,595        -         -         (40,595)      73,658

Pretax earnings  $   46,679    19,667     19,106    12,158           -         97,610

Income tax
 expense         $   18,819     6,883      5,976     3,423           -         35,101

Identifiable
 assets at
 March 31, 1999  $1,339,312   708,756    638,977   737,423      (336,965)   3,087,503
</TABLE>

<PAGE> 68
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

21.  INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
<TABLE>
<CAPTION>
                   Moving             Property/             Adjustments
                 and Storage  Real    Casualty     Life         and
                 Operations  Estate  Insurance  Insurance  Eliminations  Consolidated
                 --------------------------------------------------------------------
                                      (in thousands)

Fiscal year 1998
- ----------------
Revenues:
 <S>             <C>          <C>        <C>       <C>          <C>         <C>
 Outside         $1,205,985     4,908    167,398    46,318           -      1,424,609
 Intersegment           -      67,371     20,446     1,224       (89,041)         -
                  ---------   -------    -------   -------      --------    ---------
 Total revenue   $1,205,985    72,279    187,844    47,542       (89,041)   1,424,609

Depreciation/
 amortization    $   89,940     7,824     10,807     5,251           -        113,822

Interest expense $   37,146    42,223        -         -             -         79,369

Pretax earnings  $   49,036    15,887        736    10,640           -         76,299

Income tax
 expense
 (benefit)       $   19,166     5,813       (556)    3,220           -         27,643

Extraordinary
 loss on early
 extinguishment
 of debt, net    $  (13,672)      -          -         -             -        (13,672)

Identifiable
 assets at
 March 31, 1998  $1,221,579   662,634    654,449   691,118      (316,503)   2,913,277
</TABLE>



<PAGE> 69
                      AMERCO AND CONSOLIDATED SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

21.  INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued

Geographic Area Data -             United States    Canada    Consolidated
  (All amounts are in U.S. $'s)    ---------------------------------------
                                                (in thousands)

Fiscal year 2000
- ----------------
Total revenues                      $ 1,648,889      34,481     1,683,370
Depreciation/amortization           $   131,513       3,968       135,481
Interest expense                    $    81,515          17        81,532
Pretax earnings                     $   101,216       1,531       102,747
Income tax expense                  $    36,992         -          36,992
Extraordinary loss                  $      (334)        -            (334)
Identifiable assets at
  March 31, 2000                    $ 3,075,095      50,130     3,125,225

Fiscal year 1999
- ----------------
Total revenues                      $ 1,525,006      29,773     1,554,779
Depreciation/amortization           $   110,817       3,285       114,102
Interest expense                    $    73,641          17        73,658
Pretax earnings (loss)              $    98,878      (1,268)       97,610
Income tax expense                  $    35,101         -          35,101
Identifiable assets at
  March 31, 1999                    $ 3,046,247      41,256     3,087,503

Fiscal year 1998
- ----------------
Total revenues                      $ 1,394,189      31,067     1,425,256
Depreciation/amortization           $   111,072       2,750       113,822
Interest expense                    $    79,340          29        79,369
Pretax earnings                     $    74,801       1,498        76,299
Income tax expense                  $    27,643         -          27,643
Extraordinary loss                  $   (13,672)        -         (13,672)
Identifiable assets at
  March 31, 1998                    $ 2,863,416      49,861     2,913,277


22.  SUBSEQUENT EVENTS

     On May 2, 2000, AMERCO declared a cash dividend of $3,241,000 ($0.53125
per preferred share) to the Series A preferred stockholders of record as of May
12, 2000.

     See Note 14 of Notes to Consolidated Financial Statements for other
subsequent event disclosures.

<PAGE> 70
<TABLE>
                                     SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS

                                                Additional Information

        The following Summary of Earnings of Independent Trailer Fleets is presented for purposes of analysis and
is not a required part of the basic financial statements.  Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements by PricewaterhouseCoopers LLP, independent
accountants, whose report thereon appears elsewhere herein.
<CAPTION>
                                                                       Years Ended March 31,
                                             ---------------------------------------------------------------------
                                                 2000           1999           1998           1997           1996
                                             ---------------------------------------------------------------------
                                                (in thousands, except earnings per $100 of average investment)
<S>                                         <C>                <C>            <C>              <C>            <C>
Earnings data (Note A):
  Fleet Owner income:
    Credited to Fleet Owner gross
          rental income                     $   1,977          2,191          2,317            3,214          4,181
    Credited to Trailer Accident
      Fund (Notes D and E)                        114            144            183              253            302
                                                -----          -----          -----            -----          -----

      Total Fleet Owner income                  2,091          2,335          2,500            3,467          4,483
                                                -----          -----          -----            -----          -----

  Fleet Owner operation expenses:
    Charged to Fleet Owner (Note C)               999            873          1,144            1,639          2,182
    Charged to Trailer Accident
      Fund (Notes D and F)                         23             27             20               29             58
                                                -----          -----          -----            -----          -----

      Total Fleet Owner operation
        expenses                                1,022            900          1,164            1,668          2,240
                                                -----          -----          -----            -----          -----

      Fleet Owner earnings before
        Trailer Accident Fund credit,
        depreciation and income taxes             978          1,318          1,173            1,575          1,999

  Trailer Accident Fund credit (Note D)            91            117            163              224            244
                                                -----          -----          -----            -----          -----

      Net Fleet Owner earnings before
        depreciation and income taxes       $   1,069          1,435          1,336            1,799          2,243
                                                =====          =====          =====            =====          =====

Investment data (Note A):
  Amount at end of year                     $   2,654          3,272          3,875            5,402          6,871
                                                =====          =====          =====            =====          =====
  Average amount during year                $   2,963          3,574          4,639            6,137          7,732
                                                =====          =====          =====            =====          =====

      Net Fleet Owner earnings before
        depreciation and income taxes
        per $100 of average investment
        (Note B)                            $   28.12          29.56          28.79            29.31          29.02
                                                =====          =====          =====            =====          =====

The accompanying notes are an integral part of this Summary of Earnings of Independent Trailer Fleets.
</TABLE>
<PAGE> 71
<TABLE>
                                    NOTES TO SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS

                                                       Additional Information

(A)  The accompanying Summary of Earnings of Independent Trailer Fleets includes the operations of trailers under
      the brand name of "U-Haul" owned by Independent Fleet Owners.  Earnings data represent the aggregate results
      of operations before depreciation and taxes.  Investment data represent the cost of trailers and investments
      before accumulated depreciation.

      Fleet Owner income is based on Independent Rental Dealer reports of rentals transacted through the day
      preceding the last Monday of each month and received by U-Haul International, Inc. by the end of the month
      and Company-Operated U-Haul Center reports of rentals transacted through the last day of each month.
      Payments to Fleet Owners for trailers lost or retired from rental service as a result of damage by accident
      have not been reflected in this summary because such payments do not relate to earnings before depreciation
      and income taxes but, rather, investment (depreciation).

      The investment data is based upon the cost of trailers to the Fleet Owners as reflected by sales records of
      the U-Haul manufacturing facilities.

(B)  The summary of earnings data stated in terms of amount per $100 of average investment represents the
      aggregate results of operations (earnings data) divided by the average amount of investment during the
      periods.  The average amount of investment is based upon a simple average of the month-end investment during
      each period.  Average earnings data is not necessarily representative of an individual Fleet Owner's
      earnings.

(C)  A summary of operations expenses charged directly to Independent Fleet Owners follows:
<CAPTION>
                                                              Year ended March 31,
                                                   ----------------------------------------
                                                       2000    1999    1998    1997    1996
                                                   ----------------------------------------
                                                                (in thousands)
<S>                                               <C>   <C>     <C>   <C>     <C>     <C>
                  Licenses                        $     150     159     285     434     436
                  Public liability insurance            126     134     156     198     264
                  Repairs and maintenance               723     580     703   1,007   1,482
                                                        ---     ---   -----   -----   -----

                                                  $     999     873   1,144   1,639   2,182
                                                        ===     ===   =====   =====   =====

(D)  The Fleet Owners and Subsidiary U-Haul Rental Companies forego normal commissions on a portion of gross
      rental fees designated for transfer to the Trailer Accident Fund.  Trailer accident repair expenses,
      otherwise chargeable to Fleet Owners, are paid from these Funds to the extent of the financial
      resources of the Funds.  The amounts designated "Trailer Accident Fund credit" in the accompanying
      summary of earnings represent Independent Fleetowner commissions foregone, which
      exceed expenses borne by the Funds.

</TABLE>
<PAGE> 72
<TABLE>

                              NOTES TO SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS, continued

                                                     Additional Information

(E)  Commissions foregone for transfer to the Trailer Accident Fund follows:
<CAPTION>


                                                            Fleet Owners
                                       Subsidiary    ------------------------
                                        U-Haul        Subsidiary
                                       Companies      Companies     Independent     Total
                                       --------------------------------------------------
                                                         (in thousands)

             Year ended:
<S>                                     <C>              <C>              <C>         <C>
             March 31, 2000             $  6,061         3,150            114         9,325
             March 31, 1999                6,081         3,131            144         9,356
             March 31, 1998                6,299         3,208            183         9,690
             March 31, 1997                6,262         3,119            253         9,634
             March 31, 1996                5,682         2,757            302         8,741

</TABLE>
<TABLE>





(F)  A summary of Independent Fleet Owner expenses borne by the Trailer Accident Fund follows:
<CAPTION>

                                                                                                               Total
                                                            Fleet Owners                                      Trailer
                                       Subsidiary    ------------------------                  Trailer        Accident
                                        U-Haul        Subsidiary                     Sub       Accident        Repair
                                       Companies      Companies     Independent     Total     Retirements     Expenses
                                       -------------------------------------------------------------------------------
                                                                        (in thousands)

             Year ended:
<S>                                     <C>              <C>              <C>         <C>         <C>          <C>
             March 31, 2000             $  1,233           641             23         1,897       354          2,251
             March 31, 1999                1,148           591             27         1,766       342          2,108
             March 31, 1998                  682           347             20         1,049       408          1,457
             March 31, 1997                  722           360             29         1,111       246          1,357
             March 31, 1996                1,089           528             58         1,675       305          1,980


(G)  Certain reclassifications have been made to the Summary of Earnings of Independent Trailer Fleets for the
         fiscal years ended 1999, 1998, 1997 and 1996 to conform with the current year's presentation.


</TABLE>



<PAGE> 73
                                   Schedule I


                  Condensed Financial Information of Registrant
                                     AMERCO
                                 Balance Sheets
                                    March 31,


                                                        2000         1999
                                                     ---------------------
                                                          (in thousands)
Assets
- ------

   Cash                                           $       108        1,082
   Investment in subsidiaries                         844,115      785,616
   Due from unconsolidated subsidiaries             1,042,992    1,021,146
   Other assets                                        28,770       80,135
                                                    ----------------------

                                                  $ 1,915,985    1,887,979
                                                    ======================


Liabilities and Stockholders' Equity
- ------------------------------------

Liabilities:
   Notes and loans payable                        $ 1,137,553    1,114,063
   Other liabilities                                  176,889      141,634
                                                    ----------------------

Stockholders' equity:
   Preferred stock                                        -            -
   Common stock                                        10,563       10,563
   Additional paid-in capital                         275,242      299,905
   Accumulated other comprehensive income             (42,317)     (17,740)

   Retained earnings:
     Beginning of year                                703,322      658,227
     Net earnings                                      65,491       62,509
     Dividends paid                                   (13,641)     (17,414)
                                                    ----------------------
                                                      755,172      703,322

   Less:
     Cost of common shares in treasury                397,000      363,533
     Unearned employee stock
       ownership plan shares                              117          235
                                                    ----------------------
          Total stockholders' equity                  601,543      632,282
                                                    ----------------------
                                                  $ 1,915,985    1,887,979
                                                    ======================


     See accompanying notes to condensed financial information and notes to
consolidated financial statements incorporated herein by reference.

<PAGE> 74
                              Schedule I, continued

                  Condensed Financial Information of Registrant
                                     AMERCO
                             Statements of Earnings
                              Years Ended March 31,


                                          2000         1999         1998
                                     ------------------------------------
                                         (in thousands, except share
                                             and per share data)

Revenues
- --------
   Net interest income from
     subsidiaries                  $     53,504       57,500       64,751

Expenses
- --------
   Interest expense                      77,561       73,960       76,969
   Other expenses                         5,823        7,394        6,040
                                     ------------------------------------

   Total expenses                        83,384       81,354       83,009
                                     ------------------------------------

   Operating loss                       (29,880)     (23,854)     (18,258)

   Equity in earnings of
     unconsolidated subsidiaries        126,878      111,782       89,339

   Income tax expense                   (31,173)     (25,419)     (25,615)

   Extraordinary loss on early
     extinguishment of debt, net           (334)         -        (10,482)
                                     ------------------------------------


      Net earnings                 $     65,491       62,509       34,984
                                     ====================================

   Earnings per common share
     (both basic and diluted):
   Earnings from operations
     before extraordinary loss
     on early extinguishment of
     debt                          $       2.39         2.07         1.28
   Extraordinary loss on early
     extinguishment of debt, net          (0.02)         -          (0.62)
                                     ------------------------------------
      Net earnings                 $       2.37         2.07         0.66
                                     ====================================

   Weighted average common
     shares outstanding              21,934,390   21,937,686   21,896,101
                                     ====================================


     See accompanying notes to condensed financial information and notes to
consolidated financial statements incorporated herein by reference.

<PAGE> 75
                              Schedule I, continued

                  Condensed Financial Information of Registrant
                                     AMERCO
                            Statements of Cash Flows
                              Years Ended March 31,


                                            2000        1999        1998
                                         --------------------------------
                                                   (in thousands)

Cash flows from operating activities:
Net earnings                          $   65,491      62,509      34,984
  Amortization, net                         (569)     (1,730)        270
  Equity in earnings of
    subsidiaries                          85,266      78,014      56,578
  (Increase) decrease in amounts due
    from unconsolidated subsidiaries      14,150     (64,062)    (74,909)
  Net change in operating assets and
    liabilities                          (83,449)    (89,921)    (69,642)
  Other, net                             (27,005)     (4,695)      1,074
                                        --------------------------------

Net cash provided (used) by
  operating activities                    53,884     (19,885)    (51,645)
                                        --------------------------------

Cash flows from financing activities:
Net change in short term borrowings     (146,500)    135,500     122,500
Proceeds from notes                      350,000         -       300,000
Leveraged Employee Stock Ownership
  Plan-repayments from loan                  118       1,017       1,717
Principal payments on notes             (180,010)    (45,008)   (314,008)
Debt issuance costs                       (6,024)       (358)     (2,664)
Repurchase of preferred stock            (25,000)    (50,000)    (25,000)
Preferred stock dividends paid           (13,641)    (17,414)    (20,766)
Treasury stock purchase, net             (33,467)     (3,810)        -
Deferred tax-treasury stock                  -           -           -
Escrow deposit                               -           -           -
Extraordinary loss on early
  extinguishment of debt, net               (334)        -       (10,482)
                                        --------------------------------

Net cash provided (used) by
  financing activities                   (54,858)     19,927      51,297
                                        --------------------------------

Increase (decrease) in cash
  and cash equivalents                      (974)         42        (348)
Cash and cash equivalents
  at beginning of year                     1,082       1,040       1,388
                                        --------------------------------

Cash and cash equivalents
  at end of year                      $      108       1,082       1,040
                                        ================================


     Income taxes paid in cash amounted to $675,000, $1,425,000 and
$2,588,000 for 2000, 1999 and 1998, respectively.  Interest paid in cash
amounted to $77,529,000, $74,026,000 and $76,035,000 for 2000, 1999 and
1998, respectively.

     See accompanying notes to condensed financial information and notes to
consolidated financial statements incorporated herein by reference.

<PAGE> 76
                              Schedule I, continued

                  Condensed Financial Information of Registrant
                                     AMERCO
                    Notes to Condensed Financial Information
                          March 31, 2000, 1999 and 1998


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     AMERCO, a Nevada corporation, was incorporated in April, 1969, and is
the holding company for U-Haul International, Inc., Republic Western
Insurance Company, Oxford Life Insurance Company and Amerco Real Estate
Company.  The financial statements of the Registrant should be read in
conjunction with the Consolidated Financial Statements and notes thereto
included in this Form 10-K.

     AMERCO is included in a consolidated Federal income tax return with all
of its U.S. subsidiaries.  Accordingly, the provision for income taxes has
been calculated for Federal income taxes of the Registrant and subsidiaries
included in the consolidated return of the Registrant.  State taxes for all
subsidiaries are allocated to the respective subsidiaries.

     The financial statements include only the accounts of the Registrant (a
Nevada corporation), which include certain of the corporate operations of
AMERCO.  The debt and related interest expense of the Registrant have been
allocated to the consolidated subsidiaries.  The intercompany interest
income and expenses are eliminated in the consolidated financial statements.

2.  GUARANTEES

     AMERCO has guaranteed performance of certain long-term leases.  See
Note 14 of Notes to Consolidated Financial Statements.

3.   NOTES AND LOANS PAYABLE

     Notes and loans payable consist of the following:

                                                          March 31,
                                                   --------------------
                                                       2000       1999
                                                   --------------------
                                                       (in thousands)
      Medium-term notes payable, unsecured,
         6.71% to 8.08% interest
            rates, due through 2027              $   237,000    317,000
      Notes payable under Bond Backed Asset
         Trust, unsecured, 6.89% to 7.14%
            interest rates, due through 2033         200,000    300,000
      Notes payable to public,
         unsecured, 7.85% interest
            rate, due through 2004                   175,000    175,000
      Senior Note, unsecured, 7.20% interest
         rate, due through 2002                      150,000        -
      Senior Note, unsecured, 8.80% interest
         rate, due through 2005                      200,000        -
      Other notes payable, unsecured,
         9.50% interest rate,
            due through 2005                              53         63
      Notes payable to banks under
         revolving lines of credit, unsecured,
            6.19% to 6.44% interest rates            159,000    297,000
      Other short-term promissory notes,
            6.32% interest rate                       16,500     25,000
                                                   --------------------
                                                 $ 1,137,553  1,114,063
                                                   ====================


     For additional information, see Note 5 of Notes to Consolidated Financial
Statements.

<PAGE> 77
<TABLE>
                                                               Schedule V

                                                  AMERCO AND CONSOLIDATED SUBSIDIARIES
                                Supplemental Information (For Property-Casualty Insurance Underwriters)
                                             Years ended December 31, 1999, 1998 and 1997
<CAPTION>



                                   Reserves                                                             Amorti-
                                  for Unpaid                                                            zation      Paid
                                    Claims                                           Claims and           of       Claims
                         Deferred     and                                    Net   Claim Adjustment    Deferred     and
                          Policy     Claim                         Net     Invest-  Expenses Incurred    Policy    Claim      Net
          Affiliation     Acqui-    Adjust-  Discount             Earned    ment      Related to         Acqui-   Adjust- Premiums
Fiscal       With        sition      ment    if any,   Unearned  Premiums  Income   Current   Prior     sition       ment  Written
 Year     Registrant      Costs    Expenses  Deducted  Premiums    (1)       (3)      Year     Year      Costs    Expenses    (2)
 ----     ----------      -----    --------  --------  --------  --------  ------     ----     ----      -----    -------- -------
                                                             (in thousands)
<S>                    <C>        <C>           <C>      <C>      <C>       <C>     <C>       <C>         <C>     <C>      <C>
2000  Consolidated
      property -
      casualty entity  $ 15,130   334,857       N/A      64,755   166,925   32,527  121,861    9,616      13,358  137,369  171,561
1999  Consolidated
      property -
      casualty entity    12,299   344,748       N/A      55,076   133,567   32,908  116,069   (8,827)      7,443  140,159  143,571
1998  Consolidated
      property -
      casualty entity     7,203   384,816       N/A      45,753   136,106   31,292  132,291   23,192       8,622  118,308  135,782











(1)  The earned premiums are reported net of intersegment transactions.  Earned premiums eliminated in consolidation amount to
      $6,878,000, $11,734,000 and $19,800,000 for the years ended 1999, 1998 and 1997, respectively.

(2)  The premiums written are reported net of intersegment transactions.  Premiums written eliminated in consolidation amount to
      $11,921,000, $10,921,000 and $20,287,000 for the years ended 1999, 1998 and 1997, respectively.

(3)  Net Investment Income excludes net realized gains on investments of $477,000, $2,847,000 and $647,000 for the years
      1999, 1998 and 1997, respectively.
</TABLE>
<PAGE> 78


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                     AMERCO



                           By: /S/ EDWARD J. SHOEN
                               ---------------------
                               Edward J. Shoen
                               Chairman of the Board


Dated:  June 29, 2000

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



    Signature                       Title               Date
    ---------                       -----               ----



/S/ EDWARD J. SHOEN         Chairman of the Board   June 29, 2000
- ----------------------
Edward J. Shoen              (Principal Executive
                              Officer)


/S/ GARY B. HORTON          Principal Financial     June 29, 2000
- ----------------------       and Accounting Officer
Gary B. Horton


/S/ WILLIAM E. CARTY        Director                June 29, 2000
- ----------------------
William E. Carty


/S/ JAMES P. SHOEN          Director                June 29, 2000
- ----------------------
James P. Shoen


/S/ RICHARD J. HERRERA      Director                June 29, 2000
- ----------------------
Richard J. Herrera


/S/ CHARLES J. BAYER        Director                June 29, 2000
- ----------------------
Charles J. Bayer


/S/ JOHN M. DODDS           Director                June 29, 2000
- ----------------------
John M. Dodds


/S/ JAMES J. GROGEN         Director                June 29, 2000
- ----------------------
James J. Grogen


/S/ JOHN P. BROGAN          Director                June 29, 2000
- ----------------------
John P. Brogan

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ESOP PLAN
<TEXT>

<PAGE>

















                        AMERCO EMPLOYEE SAVINGS,
                        -----------------------

                           PROFIT SHARING AND
                           ------------------

                     EMPLOYEE STOCK OWNERSHIP PLAN
                     -----------------------------















<PAGE>
                        TABLE OF CONTENTS

                                                                        PAGE


PREAMBLE AND INTRODUCTION................................................-1-

ARTICLE ONE - EFFECTIVE DATE.............................................-2-
        1.1.    EFFECTIVE DATE...........................................-2-

ARTICLE TWO - DEFINITIONS AND CONSTRUCTION...............................-2-
        2.1.    DEFINITIONS..............................................-2-
        2.2.    TOP HEAVY PLAN PROVISIONS...............................-13-
        2.3.    HIGHLY COMPENSATED EMPLOYEE.............................-15-
        2.4.    CONSTRUCTION............................................-16-

ARTICLE THREE - ELIGIBILITY AND PARTICIPATION...........................-17-
        3.1.    ELIGIBILITY.............................................-17-
        3.2.    PARTICIPATION...........................................-17-
        3.3.    CREDITING OF SERVICE....................................-19-
        3.4.    EFFECT OF REHIRING......................................-20-
        3.5.    AFFILIATED EMPLOYERS....................................-20-
        3.6.    TRANSFERS TO AND FROM AN ELIGIBLE CLASS OF EMPLOYEES....-20-
        3.7.    LEASED EMPLOYEES........................................-21-

ARTICLE FOUR - EMPLOYEE CONTRIBUTIONS...................................-21-
        4.1.    PRE-TAX CONTRIBUTIONS...................................-21-
        4.2.    PRE-TAX CONTRIBUTIONS--DOLLAR LIMITATION................-22-
        4.3.    LIMITATION ON CONTRIBUTIONS OF HIGHLY
                COMPENSATED EMPLOYEES...................................-22-
        4.4.    DESIGNATION AND CHANGE OF DESIGNATION OF
                PRE-TAX CONTRIBUTIONS...................................-25-
        4.5.    SUSPENSION OF PRE-TAX CONTRIBUTIONS.....................-26-
        4.6.    AFTER-TAX CONTRIBUTIONS.................................-26-
        4.7.    ROLLOVER CONTRIBUTIONS..................................-26-

ARTICLE FIVE - EMPLOYER CONTRIBUTIONS...................................-27-
        5.1.    PROFIT SHARING CONTRIBUTIONS............................-27-
        5.2.    ESOP CONTRIBUTIONS......................................-28-
        5.3.    ATOP HEAVY@ CONTRIBUTIONS...............................-28-
        5.4.    EMPLOYER MATCHING CONTRIBUTIONS.........................-28-
        5.5.    PAYMENT OF EMPLOYER MATCHING CONTRIBUTIONS,
                PROFIT SHARING CONTRIBUTIONS AND ESOP CONTRIBUTIONS.....-31-
<PAGE>
        5.6.    CONDITIONAL NATURE OF CONTRIBUTIONS.....................-31-

ARTICLE SIX - INVESTMENT OF CONTRIBUTIONS...............................-32-
        6.1.    PARTICIPANT DIRECTED INDIVIDUAL ACCOUNT PLAN............-32-
        6.2.    DIRECTION BY PARTICIPANT................................-33-
        6.3.    CHANGE IN INVESTMENT DIRECTIONS.........................-36-
        6.4.    TRANSFERS BETWEEN INVESTMENT FUNDS......................-36-
        6.5.    LOANS TO PLAN PARTICIPANTS..............................-37-
        6.6.    LIFE INSURANCE..........................................-39-

ARTICLE SEVEN - THE ESOP FUND...........................................-41-
        7.1.    ESOP FUND...............................................-41-
        7.2.    LOANS TO ACQUIRE EMPLOYER SECURITIES....................-41-
        7.3.    TERMS OF LOANS TO ACQUIRE EMPLOYER SECURITIES...........-42-
        7.4.    THE LOAN SUSPENSE ACCOUNT...............................-43-
        7.5.    PUT OPTION..............................................-43-
        7.6.    RIGHT OF FIRST REFUSAL..................................-45-
        7.7.    NONTERMINABLE PROTECTIONS AND RIGHTS....................-46-

ARTICLE EIGHT - ACCOUNTING..............................................-47-
        8.1.    INDIVIDUAL ACCOUNTS.....................................-47-
        8.2.    ALLOCATION OF CONTRIBUTIONS.............................-47-
        8.3.    VALUATION AND ADJUSTMENT................................-50-
        8.4.    STATEMENTS TO PARTICIPANTS..............................-51-
        8.5.    LIMITATION ON ANNUAL ADDITIONS..........................-51-
        8.6.    VALUATION OF EMPLOYER SECURITIES........................-54-

ARTICLE NINE - WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT...........-54-
        9.1.    WITHDRAWALS FROM THE AFTER-TAX CONTRIBUTION
                ACCOUNT.................................................-54-
        9.2.    IN-SERVICE WITHDRAWALS FROM THE EMPLOYER
                MATCHING CONTRIBUTION ACCOUNT AND THE PROFIT
                SHARING ACCOUNT.........................................-55-
        9.3.    WITHDRAWALS FROM THE PRE-TAX CONTRIBUTIONS
                AND ROLLOVER CONTRIBUTIONS ACCOUNTS.....................-56-
        9.4.    WITHDRAWALS OF AMOUNTS CREDITED TO THE ESOP
                FUND, PROFIT SHARING ACCOUNTS AND EMPLOYER
                MATCHING CONTRIBUTIONS ACCOUNTS.........................-58-
        9.5.    LIMITATIONS ON WITHDRAWALS..............................-58-
        9.6.    SPOUSAL CONSENT.........................................-58-
<PAGE>
ARTICLE TEN - VESTING...................................................-59-
        10.1.   VESTING IN THE AFTER-TAX CONTRIBUTION ACCOUNT,
                PRE-TAX CONTRIBUTION ACCOUNT,  EMPLOYER
                MATCHING CONTRIBUTION ACCOUNT, AND ROLLOVER
                CONTRIBUTION ACCOUNT....................................-59-
        10.2.   VESTING IN THE ESOP ACCOUNT AND PROFIT SHARING
                ACCOUNT.................................................-59-
        10.3.   DETERMINATION OF VESTED INTEREST IN ESOP ACCOUNT
                AND PROFIT SHARING ACCOUNT IN THE EVENT OF
                TERMINATION OF EMPLOYMENT...............................-59-
        10.4.   RESTORATION OF FORFEITURES..............................-61-
        10.5.   AMENDMENTS TO VESTING SCHEDULE..........................-61-

ARTICLE ELEVEN - DISTRIBUTION OF BENEFITS...............................-62-
        11.1.   NORMAL AND LATE RETIREMENT..............................-62-
        11.2.   DISABILITY RETIREMENT...................................-62-
        11.3.   DEATH...................................................-62-
        11.4.   OTHER SEPARATIONS FROM EMPLOYMENT.......................-63-
        11.5.   TIME OF DISTRIBUTION OF BENEFITS........................-63-
        11.6.   METHOD OF DISTRIBUTION..................................-66-
        11.7.   PAYMENTS TO DISABLED....................................-67-
        11.8.   MISSING PAYEES..........................................-68-
        11.9.   WITHHOLDING.............................................-68-
        11.10.  UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.................-68-
        11.11.  TRANSFERS FROM THE PLAN.................................-68-
        11.12.  ELIGIBLE ROLLOVER DISTRIBUTIONS.........................-69-

ARTICLE TWELVE - PLAN ADMINISTRATION....................................-70-
        12.1.   THE ADVISORY COMMITTEE..................................-70-
        12.2.   POWERS OF THE ADVISORY COMMITTEE........................-71-
        12.3.   CLAIMS..................................................-72-
        12.4.   THE TRUSTEES............................................-73-
        12.5.   SCOPE OF RESPONSIBILITY.................................-73-
        12.6.   EXPENSES................................................-74-
        12.7.   TRUST AGREEMENTS........................................-74-
        12.8.   VOTING OF EMPLOYER SECURITIES...........................-75-
        12.9.   SECURITIES REGISTRATION.................................-77-
        12.10.  SECURITIES RESTRICTIONS.................................-77-

ARTICLE THIRTEEN - AMENDMENT, MERGER AND TERMINATION....................-78-
        13.1.   AMENDMENT OF PLAN AND TRUST AGREEMENTS..................-78-
        13.2.   MERGER OR CONSOLIDATION.................................-78-
<PAGE>
        13.3.   DISCONTINUANCE AND TERMINATION OF PLAN..................-78-
        13.4.   SUCCESSORS..............................................-79-

ARTICLE FOURTEEN - INALIENABILITY OF BENEFITS...........................-80-
        14.1.   NO ASSIGNMENT PERMITTED.................................-80-
        14.2.   QUALIFIED DOMESTIC RELATIONS ORDERS.....................-80-
        14.3.   EARLY COMMENCEMENT OF PAYMENTS TO ALTERNATE
                PAYEES..................................................-81-
        14.4.   PROCESSING OF QUALIFIED DOMESTIC RELATIONS ORDERS.......-81-
        14.5.   RESPONSIBILITY OF ALTERNATE PAYEES......................-82-

ARTICLE FIFTEEN - GENERAL PROVISIONS....................................-82-
        15.1.   SOURCE OF PAYMENT.......................................-82-
        15.2.   BONDING.................................................-83-
        15.3.   EXCLUSIVE BENEFIT.......................................-83-
        15.4.   UNIFORM ADMINISTRATION; EXERCISE OF DISCRETION..........-83-
        15.5.   NO RIGHT TO EMPLOYMENT..................................-83-
        15.6.   HEIRS AND SUCCESSORS....................................-83-
        15.7.   ASSUMPTION OF QUALIFICATION.............................-83-
        15.8.   EFFECT OF AMENDMENT.....................................-83-
        15.9.   COMPLIANCE WITH SECTION 414(U) OF THE CODE..............-84-
<PAGE>




                       AMERCO EMPLOYEE SAVINGS,
                          PROFIT SHARING AND
                     EMPLOYEE STOCK OWNERSHIP PLAN

                       PREAMBLE AND INTRODUCTION
                       -------------------------

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

      The Plan was amended and restated in its entirety, effective
as of July 24, 1988, to establish an "employee stock ownership plan"
(as defined in Section 407(d)(6) of the Employee Retirement Income
Security Act of 1974 (the "Act") and Section 4975(e)(7) of the Code)
designed to invest primarily in "qualifying employer securities" (as
defined in Section 407(d)(5) of the Act and Section 4975(e)(8) of the
Code) of the Corporation.  The July 24, 1988, restatement changed the
name of the Plan to the "AMERCO Employee Savings, Profit Sharing And
Employee Stock Ownership Plan."

      The Plan was subsequently amended and restated in its entirety effective
January 1, 1989 to comply with the Tax Reform Act of 1986 ("TRA 86") and to
make certain other modifications.  The Plan was then amended on four occasions.
By the adoption of this document, the Plan is amended and restated in its
entirety to comply with the Small Business Job Protection Act of 1996 ("SBJPA"),
the Uniformed Services Employment and Reemployment Rights Act of 1994
("USERRA"), the Taxpayer Relief Act of 1997 ("TRA 97") and to make certain other
modifications.  It is the intention of the Corporation that the Plan shall
continue to be qualified under the provisions of Section 401(a) of the Code
and that the Trust Fund maintained pursuant to the Plan shall continue to be
exempt from taxation pursuant to Section 501(a) of the Code.  The Plan as so
amended shall be qualified as a profit sharing plan containing a "cash or
deferred" feature under Section 401(k) of the Code, with a constituent employee
stock ownership plan feature.

The provisions of this Plan shall apply only to a Participant whose termination
of employment occurs on or after the Effective Date of said provisions.
<PAGE>
                                 ARTICLE ONE
                                 -----------
                                EFFECTIVE DATE
                                --------------
1.1.  EFFECTIVE DATE.
      --------------
      Except as specifically provided with respect to a particular provision of
the Plan or as required by SBJPA, USERRA or TRA 97, the provisions of this
amended and restated Plan shall be effective as of January 1, 1997.

                                 ARTICLE TWO
                                 -----------
                        DEFINITIONS AND CONSTRUCTION
                        ----------------------------

2.1.  DEFINITIONS.
      -----------
      When a word or phrase shall appear in this Plan with the initial letter
 capitalized, and the word or phrase does not commence a sentence, the word or
 phrase shall generally be a term defined in this Section 2.1 or in the
 Preamble.  The following words and phrases utilized in the Plan with the
 initial letter capitalized shall have the meanings set forth in this Section
 2.1, unless a clearly different meaning is required by the context in which
 the word or phrase is used:

      (a)  "ACCOUNTING DATE" - The Accounting Date for Profit Sharing Accounts,
            ---------------
After-Tax Contribution Accounts, Pre-Tax Contribution Accounts, Rollover
Contribution Accounts, and the Employer Matching Contribution Accounts shall be
the last day of each calendar month.  The Accounting Date for the ESOP Account
shall be the last day of the Plan Year.  The Accounting Date shall also be any
other date so designated by the Advisory Committee.

      (b)  "ACCOUNTS" - The Pre-Tax Contribution Account, After-Tax Contribution
            --------
Account, Employer Matching Contribution Account, Profit Sharing Account, ESOP
Account and, effective November 1, 1997, the Rollover Contribution Account of a
Participant.

      (c)  "ADMINISTRATIVE TRUSTEE" - The trustee or trustees which are charged
            ----------------------
under the Trust Agreement with certain administrative duties as well as the
investment of assets of the Trust Fund generally.

      (d)  "ADVISORY COMMITTEE" - The committee appointed by the Board pursuant
            ------------------
to Section 12.1 to serve as the Advisory Committee.

      (e)  "AFFILIATE" - Any member of a "controlled group of corporations"
            ---------
(within the meaning of Section 414(b) of the Code as modified by Section 415(h)
of the Code) that includes the Employer as a member of the group; any member of
<PAGE>
an "affiliated service group" (within the meaning of Section 414(m)(2) of the
Code) that includes the Employer as a member of the group; any member of a group
of trades or businesses under common control (within the meaning of Section
414(c) of the Code as modified by Section 415(h) of the Code) that includes the
Employer as a member of the group; and any other entity required to be
aggregated with the Employer pursuant to regulations issued by the United States
Treasury Department pursuant to Section 414(o) of the Code.


      (f)  "AFTER-TAX CONTRIBUTION ACCOUNT" - The account established pursuant
            ------------------------------
to Section 8.1 to which a Participant's After-Tax Contributions and the earnings
thereon are credited.

      (g)  "AFTER-TAX CONTRIBUTIONS" - The contributions made by a Participant
            -----------------------
on an "after-tax" basis prior to March 31, 1987.

      (h)  "ANNIVERSARY DATE" - January 1 of each calendar year.
            ----------------

      (i)  "ANNUAL ADDITION" - The sum of the following amounts allocable for
            ---------------
a Plan Year to a Participant under this Plan or under any defined contribution
plan or defined benefit plan maintained by the Employer or any Affiliate:

           (1)  The Employer contributions allocable for a Plan Year to the
    Accounts of the Participant under this Plan or any other defined
    contribution plan, including any amount allocable from a suspense account
    maintained pursuant to such plan on account of a prior Plan Year (computed
    as though no part of the ESOP Contribution is allocable to the Loan
    Suspense Account); amounts deemed to be Employer contributions pursuant to
    a cash-or-deferred arrangement qualified under Section 401(k) of the Code
    (including the Pre-Tax Contributions allocable to a Participant pursuant to
    this Plan); and amounts allocated to a medical account which must be
    treated as annual additions pursuant to Section 415(l)(1) or Section
    419A(d)(2) of the Code;

           (2)  All nondeductible Employee contributions allocable during a
    Plan Year to the Accounts of the Participant; and

           (3)  Forfeitures allocable for a Plan Year to the Accounts of the
    Participant.

Any rollover contributions or transfers from other qualified plans,
restorations of forfeitures, or other items similarly enumerated in Treasury
Regulation Section 1.415-6(b)(3) shall not be considered in calculating a
Participant's Annual Additions for any Plan Year.

      (j)  "AUTHORIZED OR APPROVED LEAVE OF ABSENCE" - A leave of absence from
            ---------------------------------------
the performance of active service for an Employer that is approved by the
Employer in accordance with the Employer's rules regarding leave of absence.  An
Authorized Leave of Absence shall include an approved leave of absence for
<PAGE>
sickness or Disability.  An absence from employment as a result of an
Employee's service as a member of the armed forces of the United States shall
also be treated as an Authorized Leave of Absence upon the Employee's return
to employment with the Employer, provided that the Employee left employment
with his Employer directly to enter the armed forces and returns directly to
the employment of an Employer within the period during which his employment
rights are protected by the Selective Service Act (or any similar law) as now
in effect or as hereafter amended.  Absence shall be deemed to be approved by
an Employer for any period of an Employee's Disability prior to his separation
from employment.

      (k)  "AUTOMATIC ENROLLMENT EFFECTIVE DATE" shall mean the first day of
            -----------------------------------
the first calendar month following or coinciding with the sixtieth (60th) day
after the date on which the United States Treasury Department issues a
determination that the automatic enrollment provisions of the Plan do not cause
the Plan to fail to satisfy the requirements under Section 401(a).

      (l)  "BALANCED FUND" - A diversified fund that is designed to invest its
            -------------
holdings in bonds and stocks to achieve a high amount of current income while
preserving capital.

      (m)  "BENEFICIARY" - The person or persons designated by a Participant
            -----------
to receive benefits under the Plan in the event of the death of the Participant.

      (n)  "BENEFIT COMMENCEMENT DATE" - The first day on which all events
            -------------------------
(including the passing of the day on which benefit payments are scheduled to
commence) have occurred which entitle the Participant to receive his first
benefit payment from the Plan.

      (o)  "BOARD" - The Board of Directors of the Corporation.
            -----

      (p)  "BOND FUND" - A fund that is primarily designed to invest its
            ---------
holdings in corporate and government bonds and mortgages and is designed to
achieve a high amount of current income with moderate risk.  This fund was
previously known as the "Profit Sharing Fund."

      (q)  "BREAK IN CONTINUOUS SERVICE" - A twelve (12) continuous month
            ---------------------------
period, commencing with an Employee's Termination Date, in which the Employee
is not credited with at least one (1) Hour of Service.

      (r)  "COMPENSATION" - Effective for Plan Years beginning on or after
            ------------
January 1, 1993, the term "Compensation" shall mean all of the Participant's
wages within the meaning of Section 3401(a) of the Code and all payments of
compensation to the Employee by the Employer (in the course of the Employer's
trade or business) for which the Employer is required to furnish the Employee
a written statement under Sections 6041(d), 6051(a)(3) and 6502 of the Code,
determined without regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the
<PAGE>
employment or the services performed.  For purposes of this paragraph,
Compensation for a Plan Year is the Compensation actually paid or includible
in gross income during such year.  Notwithstanding the foregoing, Compensation
in excess of One Hundred Fifty Thousand Dollars ($150,000) shall be disregarded
for all purposes for each Plan Year.  The limitations specified in the
preceding sentence shall be adjusted to take into account any cost-of-living
increase adjustment for that Plan Year allowable pursuant to the applicable
regulations or rulings of the United States Treasury Department under Section
401(a)(17) of the Code.  If an Employee receives any payments from an Affiliate
which would be treated as Compensation if paid by the Employer, such amounts
shall be included in calculating the Employee's Compensation for purposes of
Section 415 of the Code and the corresponding provisions of this Plan.  Any
amounts paid to an Employee by an Affiliate shall be disregarded for all other
purposes under this Plan unless the Affiliate making the payment has elected
to provide benefits to its employees pursuant to this Plan.  Except for
purposes of making allocations under Top Heavy Plans pursuant to Section 8.2
and for purposes of identifying Highly Compensated Employees pursuant to
Section 2.3 and, for Plan Years beginning before January 1, 1998, testing
compliance with the provisions of Section 415 of the Code pursuant to Section
8.5, the term "Compensation" shall also include amounts (such as Pre-Tax
Contributions to this Plan) which are not currently includible in the
Participant's gross taxable income by reason of the application of Sections
125, 402(a)(8) or 402(h)(1)(B) of the Code, if such amounts are attributable
to the performance of services for the Employer or any Affiliate.

      (s)  "CONTINUOUS SERVICE" - The aggregated service of the Employee
            ------------------
measured in years and completed calendar months, based on the Employee's
period of elapsed time of employment determined in accordance with Section 3.3
and the applicable regulations of the United States Treasury Department.

      (t)  "DISABILITY" - A continuous period of absence resulting from illness
            ----------
or injury that, in the judgment of the Advisory Committee, supported by the
written opinion of a licensed physician (who may be designated by the Advisory
Committee), prevents a Participant from performing the duties of his own
occupation or other appropriate work made available by his Employer.  The
Advisory Committee shall be the sole determinant of Disability for purposes of
this Plan.

      (u)  "DIVERSIFIED EQUITY FUND" - A fund designed to invest its holdings
            -----------------------
in a broadly diversified group of common stocks to seek both dividend income
and capital appreciation over the long term.

      (v)  "EARNINGS" - The term "Earnings" shall mean all of the Participant's
            --------
wages within the meaning of Section 3401(a) of the Code and all payments of
compensation to the Employee by the Employer (in the course of the Employer's
trade or business) for which the Employer is required to furnish the Employee
a written statement under Sections 6041(d), 6051(a)(3) and 6502 of the Code,
determined without regard to any rules under Section 3401(a) that limit the
<PAGE>
remuneration included in wages based on the nature or location of the
employment or the services performed.  "Earnings" shall also include the amount
of Pre-Tax Contributions that would have been paid to the Participant as current
Earnings reportable on Internal Revenue Service Form W-2 but for the
Participant's election to direct Pre-Tax Contributions.  Only Earnings paid
during periods of actual Plan participation shall be includable as Earnings
hereunder.  Notwithstanding the foregoing, Earnings in excess of One Hundred
Fifty Thousand Dollars ($150,000) shall be disregarded for all purposes (other
than for the purpose of determining the amount of Pre-Tax Contributions that
a Participant may contribute to the Plan pursuant to Section 4.1(c)). The
limitations specified in the preceding sentence shall be adjusted to take into
account any cost-of-living increase adjustment for that Plan Year allowable
pursuant to the applicable regulations or rulings of the United States Treasury
Department under Section 401(a)(17) of the Code.

      (w)  "EFFECTIVE DATE" - Except as otherwise expressly provided in Section
            --------------
1.1 or elsewhere in this Plan document, the Effective Date of this amendment
and restatement of the Plan shall be January 1, 1997.

      (x)  "EMPLOYEE" - Each person who is classified by the Employer as a
            --------
common law employee (or who would be considered a common law employee if such
person were not on an Authorized Leave of Absence).  Regardless of any
subsequent determination by a court or a governmental agency that an individual
should be treated as a common law employee, an individual will be considered
an Employee under the Plan only if such individual has been so classified by
the Employer for purposes of this Plan and is not a private contractor.  If the
Employer modifies its classification or treatment of an individual, the
modification shall be applied prospectively only unless the Employer indicates
otherwise, in which case the modification will be effective as of the date
specified by the Employer.  If an individual is characterized as a common law
employee of the Employer by a governmental agency or court but not by the
Employer, such individual shall be treated as an employee who has not been
designated for participation in this Plan.

      (y)  "EMPLOYEE SELECTED INVESTMENT FUNDS" - The investment funds, if any,
            ----------------------------------
established pursuant to Section 6.1.

      (z)  "EMPLOYER" - The Corporation and any company which is designated by
            --------
the Board as an Employer under the Plan and whose designation as such has
become effective and has continued in effect.  The designation shall become
effective only when it has been accepted by the board of directors of the
designated Employer.  Any Employer may revoke its acceptance of such
designation at any time, but until such acceptance is revoked all the
provisions of the Plan and the Trust Agreement and any amendments thereto shall
apply to the Employees of the Employer.  In the event that the designation of
an Employer as such is revoked by the board of directors of the Employer, the
Plan shall be deemed terminated only as to such Employer.
<PAGE>

      (aa)  "EMPLOYER MATCHING CONTRIBUTION ACCOUNT" - The account established
             --------------------------------------
pursuant to Section 8.1 to which Employer Matching Contributions are credited.

      (bb)  "EMPLOYER MATCHING CONTRIBUTIONS" - The contributions of the
             -------------------------------
Employers as described in Section 5.4 of the Plan.

      (cc)  "EMPLOYER SECURITIES" - shall mean:
             -------------------
      (1)  common stock of the Corporation (or any other corporation that is a
member of a controlled group of corporations along with the Employer, as
defined in Section 414(b) of the Code (a "related corporation") which is
readily tradeable on an established securities market;

      (2)  if at any time there is no common stock which meets the requirements
of subparagraph (1), the term Employer Securities means common stock of the
Corporation or any related corporation having a combination of voting power
and dividend rights equal to or in excess of (i) that class of common stock of
the Corporation or any related corporation having the greatest voting power and
(ii) that class of common stock of the Corporation or any related corporation
having the greatest dividend rights; or

      (3)  Non-callable preferred stock shall be treated as Employer Securities
if such stock is convertible at any time to stock which meets the requirements
of subparagraphs (1) or (2) (whichever is applicable) and if such conversion is
at a conversion price which (as of the date of the acquisition by the ESOP)
is reasonable.  Preferred stock shall be treated as noncallable if after the
call there will be a reasonable opportunity for a conversion which meets the
requirements of this paragraph.

      (dd)  "ESOP ACCOUNT" - The account established pursuant to Section 8.1
             ------------
for each Participant to which ESOP Contributions made on behalf of that
Participant, are credited.

      (ee)  "ESOP CONTRIBUTION" - The regular, special and per capita ESOP
             -----------------
contributions made by the Employers pursuant to Section 5.2(a), (b) or (c).

      (ff)  "ESOP FUND" - The amounts of the Trust Fund (attributable to ESOP
             ---------
Contributions, and Employer Matching Contributions and Pre-Tax Contributions
invested in the ESOP Fund pursuant to Section 6.2(e)) invested by the ESOP
Trustee as an "employee stock ownership plan" (as defined in Section 407(d)(6)
of the Act and Section 4975(e)(7) of the Code and the applicable regulations
thereunder) established pursuant to ARTICLE SEVEN for the purpose of acquiring
Employer Securities.
<PAGE>
      (gg)  "ESOP TRUST AGREEMENT" - The instrument entered into between the
             --------------------
Corporation and the ESOP Trustee to provide for the investment and
administration of the ESOP Fund.  The ESOP Trust Agreement shall constitute a
part of the Plan.

      (hh)  "ESOP TRUSTEE" - The trustee or trustees appointed by the
             ------------
Corporation pursuant to the ESOP Trust Agreement to administer, invest and
distribute the ESOP Fund.  If the Employer appoints two or more individuals
or entities to act jointly as the ESOP Trustee, the term "ESOP Trustee" shall
refer collectively to all of said individuals or entities.

      (ii)  "FUNDS" - The various investment alternatives under the Plan, which
             -----
presently include the Balanced Fund, the Income Fund, the Bond Fund, the
Diversified Equity Fund and the ESOP Fund.

      (jj)  "HIGHLY COMPENSATED EMPLOYEE" - Each individual who is treated as
             ---------------------------
a "Highly Compensated Employee" pursuant to Section 2.3 of this Plan.

      (kk)  "HOUR OF SERVICE" -
             ---------------
      (1)   An hour for which an Employee is directly or indirectly compensated,
   or is entitled to Compensation, by an Employer or an Affiliate for the
   performance of duties.  Such Hours of Service shall be credited in the
   respective eligibility and vesting service computation periods in which the
   duties were performed.

      (2)   An hour for which an Employee is directly or indirectly compensated,
   or is entitled to Compensation, by an Employer or an Affiliate on account of
   a period of time during which no duties are performed (irrespective of
   whether the employment relationship has terminated) due to vacation, holiday,
   illness, incapacity (including Disability), layoff, jury duty, military duty
   or leave of absence.  No more than five hundred one (501) Hours of Service
   shall be credited under this paragraph for any single continuous period
   (whether or not such period occurs in a single computation period).  Hours
   of Service under this paragraph shall be calculated and credited pursuant to
   Section 2530.200b-2 of the Department of Labor Regulations governing the
   computation of Hours of Service, which are incorporated herein by this
   reference.

      (3)   An hour for which back pay (irrespective of mitigation of damages)
   is either awarded or agreed to by an Employer or an Affiliate.  The same
   Hours of Service shall not be credited both under paragraphs (1) or (2)
   above, as the case may be, and under this paragraph (3).  Hours of Service
   attributable to back pay credits will be credited to the respective
   computation period or periods to which the back pay pertains, rather than
   to the period in which the award, agreement or payment is made.

<PAGE>
      (4)   In lieu of determining Hours of Service under the foregoing
   paragraphs, the Advisory Committee may credit an Employee with ten (10) Hours
   of Service for each day for which any service must be credited, or forty-five
   (45) Hours of Service for each week for which any service must be credited,
   or one hundred ninety (190) Hours of Service for each month for which any
   service must be credited.  Such crediting of hours shall be performed on a
   nondiscriminatory basis.

      (5)   Employees also shall be credited with any additional Hours of
   Service required to be credited pursuant to Federal law other than the Act
   or the Code.

     (6)    Solely for purposes of determining whether an Employee has incurred
   a Break in Service, an Employee shall be credited with Hours of Service in
   accordance with the provisions of this paragraph (6) for periods of absence
   (with or without pay) by reason of the pregnancy of the Employee, the birth
   of a child of the Employee, the placement of a child with the Employee in
   connection with the adoption of such child by the Employee, or for purposes
   of caring for a child of the Employee for a period beginning immediately
   following the child's birth or placement.  An Employee who is on an
   Authorized Leave of Absence for any of the foregoing reasons shall receive
   credit for the Hours of Service which the Employee would normally have been
   credited with but for such absence.  If the Advisory Committee and the
   Employer are unable to determine the Hours which would have otherwise been
   credited to the Employee, the Employee shall receive credit for eight (8)
   Hours of Service for each day of such absence.  The maximum number of Hours
   of Service credited to an Employee pursuant to this paragraph for any one
   absence or any series of related absences shall not exceed five hundred
   one (501).  The hours credited pursuant to this paragraph will be treated
   as Hours of Service for the service computation period during which the
   absence begins if the Employee would be prevented from incurring a Break
   in Service during such twelve (12) consecutive month period solely because
   of the Hours of Service credited pursuant to this paragraph.  In all other
   cases, the Hours of Service shall be credited to the Employee for the service
   computation period which begins immediately following the day on which the
   absence commences.  This paragraph (6)shall not be construed as entitling
   any Employee to an Authorized Leave of Absence for any of the reasons
   enumerated above.  An Employee's entitlement to an Authorized Leave of
   Absence will be determined in accordance with the standard policies of the
   Employer.  No credit will be given pursuant to this paragraph (6) unless
   the Employee furnishes to the Advisory Committee such timely information
   as the Advisory Committee may reasonably require to establish the number of
   days for which there was such an absence and that the absence was for one
   of the reasons enumerated above.

<PAGE>
      (ll)  "INACTIVE PARTICIPANT" - A Participant for whom Accounts are
             --------------------
maintained under the Plan, but who is not eligible to make Pre-Tax Contributions
or to receive allocations of Employer matching Contributions, ESOP Contributions
or Profit Sharing Contributions.  An Inactive Participant shall continue to
share in the earnings or losses on Trust investments.

      (mm)  "INCOME FUND" - A fund invested in high quality short and
             -----------
intermediate term bonds, insurance contracts, and money market securities, with
the objective of earning interest income without exposing the fund to
significant fluctuations in value.

      (nn)  "KEY EMPLOYEE" - An Employee or former Employee who, at any time
             ------------
during the Plan Year in which the "determination date" (as defined in Section
2.2) falls or any of the four (4) preceding Plan Years, is or was:

      (1)   An officer of the Employer or an Affiliate whose Compensation from
   the Employer and the Affiliate exceeds fifty percent (50%) of the applicable
   dollar limitation of Section 415(b)(1)(A) of the Code (as such sum shall be
   adjusted to take into account any cost-of-living increase adjustment for
   that Plan Year pursuant to the applicable lawful regulations or rulings of
   the United States Treasury Department under Section 415 of the Code).  No
   more than the lesser of fifty (50) Employees or ten percent (10%) of the
   aggregate number of employees of the Employer and its Affiliates shall be
   considered as officers for purposes of this paragraph.  The number of
   officers considered to be Key Employees shall be further limited in
   accordance with Section 416 of the Code.  In addition, whether a particular
   Employee is an "officer" for purposes of this paragraph (1) shall be
   determined in accordance with Section 416 of the Code and regulations issued
   thereunder.

      (2)   An Employee (i) whose ownership interest in the Employer or any
   Affiliate is more than .5% (.005), and (ii) whose ownership interest in the
   Employer or any Affiliate is or was among the ten (10) largest ownership
   interests of persons who are employed by the Employer or an Affiliate,
   and (iii) whose Compensation from the Employer and any Affiliates exceeds
   the applicable dollar limitation of Section 415(c)(1)(A) of the Code for the
   calendar year in which the Plan Year ends (as such sum shall be adjusted to
   take into account any cost-of-living increase adjustment for that Plan Year
   pursuant to the applicable lawful regulations or rulings of the United States
   Treasury Department under Section 415 and Section 416(i)(1) of the Code).
   For purposes of this paragraph (2), if two (2) Employees have equal ownership
   interests, the Employee receiving the highest Compensation shall be treated
   as owning the larger interest.

<PAGE>
      (3)   An Employee owning more than five percent (5%) of the issued and
   outstanding shares of stock of the Employer or stock possessing more than
   five percent (5%) of the total combined voting power of all stock of the
   Employer.

      (4)   An Employee owning more than one percent (1%) of the issued and
   outstanding shares of stock of the Employer or stock possessing more than
   one percent (1%) of the total combined voting power of all stock of the
   Employer and whose Compensation from the Employer and any Affiliate is more
   than One Hundred Fifty Thousand Dollars ($150,000.00).


Ownership shall be determined under Section 318 of the Code, as modified by
Sections 416(i)(1)(B)(iii) and 416(i)(1)(C) of the Code.  In addition, for any
Plan Year the term Key Employee shall include the spouse or Beneficiary of any
deceased individual who would have been considered a Key Employee if he had
terminated his employment on the date of his death.

      (oo)  "LOAN SUSPENSE ACCOUNT" - The suspense account created in accordance
             ---------------------
with Section 7.4 to provide for the holding of Employer Securities subject to a
loan, in accordance with ARTICLE SEVEN and Section 4975(d)(3) of the Code and
applicable regulations thereunder.


      (pp)  "NON-CONTRIBUTING PARTICIPANT" - A Participant who is not eligible
             ----------------------------
to direct his Employer to make Pre-Tax Contributions, has not elected to direct
(or as of the Automatic Enrollment Effective Date has elected not to direct)
his Employer to make Pre-Tax Contributions, or has stopped directing or making
Pre-Tax Contributions.  This Plan refers to Non-Contributing Participants to
distinguish between an Employee who does not elect to direct (or as of the
Automatic Enrollment Effective Date elects not to direct) Pre-Tax Contributions
under this Plan, but who nonetheless is eligible to receive an allocation of
ESOP Contributions and Profit Sharing Contributions under the Plan, and an
Employee who directs Pre-Tax Contributions under this Plan.  An Employee who
is eligible to participate in the Plan, but who does not elect to direct (or
as of the Automatic Enrollment Effective Date elects not to direct) Pre-Tax
Contributions, shall automatically be a Non-Contributing Participant for the
period during which he does not elect to direct (or as of the Automatic
Enrollment Effective Date elects not to direct) Pre-Tax Contributions.


      (qq)  "NORMAL RETIREMENT AGE" or "NORMAL RETIREMENT
             ---------------------      -----------------
DATE" -
- ----

      (1)   Normal Retirement Age - The date on which a Participant attains the
            ---------------------
   age of sixty-five (65) years.

      (2)   Normal Retirement Date - The last day of the month in which the
            ----------------------
      Participant attains his Normal Retirement Age.

<PAGE>
      (rr)  "PARTICIPANT" - An Employee who has satisfied the eligibility
             -----------
requirements specified in Section 3.1, who has elected to participate pursuant
to Section 3.2 and whose participation in the Plan has not been terminated.  An
Employee who is otherwise eligible to participate who does not elect to make
any Pre-Tax Contributions (who is occasionally referred to as a
"Non-Contributing Participant") will be treated as a Participant for purposes
of the application of the actual deferral percentage tests of Section 4.3, for
purposes of the actual contribution percentage tests of Section 5.4 and for
purposes of the allocation of ESOP Contributions and Profit Sharing
Contributions.  If so indicated by the context, the term Participant shall also
include former Participants whose active participation in the Plan has
terminated but who have not received all amounts to which they are entitled
pursuant to the terms and provisions of this Plan.  Whether former Participants
are allowed to exercise an option or election extended to "Participants" will be
determined by the Advisory Committee in the exercise of its discretion, but in
making such determinations the Advisory Committee shall act in a uniform,
nondiscriminatory manner.  In order to distinguish between individuals who are
actively participating in all phases of the Plan and former active Participants
and individuals who are not making Pre-Tax Contributions, the Plan occasionally
refers to Inactive Participants or Non-Contributing Participants.  Whether the
term Participant includes Inactive Participants and/or Non-Contributing
Participants will be determined by the Advisory committee based on the context
in which the term is used.

      (ss)  "PLAN ENTRY DATE" - The last day of each calendar quarter --
             ---------------
March 31, June 30, September 30 and December 31.

      (tt)  "PLAN YEAR" - A twelve (12) month period commencing on each
             ---------
January 1 and ending on each following December 31.

      (uu)  "PRE-TAX CONTRIBUTION ACCOUNT" - The separate bookkeeping account
             ----------------------------
established pursuant to Section 8.1 to record and credit the Pre-Tax
Contributions directed by a Participant and the net gains and losses thereon.


      (vv)  "PRE-TAX CONTRIBUTIONS" - The contributions directed by a
             ---------------------
Participant pursuant to Section 4.1 of the Plan.


      (ww)  "PROFIT SHARING ACCOUNT" - The account established pursuant to
             ----------------------
Section 8.1 to which Profit Sharing Contributions are credited.

      (xx)  "PROFIT SHARING CONTRIBUTION - The regular, special, or per capita
             ---------------------------
Profit Sharing Contributions made by the Employers pursuant to Section 5.1(a),
(b) or (c).

      (yy)  "QUALIFIED DOMESTIC RELATIONS ORDER" - A domestic relations order
             ----------------------------------
meeting the requirements specified in Section 14.2.
<PAGE>

      (zz)  "REQUIRED BEGINNING DATE"
             -----------------------

            (1)   5 Percent Owners - For a Participant who is a "5-Percent
                  ----------------
Owner" as defined in Code Section 416(i)(1)(B)(i), Required Beginning Date means
April 1 of the calendar year following the calendar year in which the
Participant attains age 70+, regardless of whether the Participant has
terminated employment with the Employer.

            (2)   Non 5-Percent Owners - For a Participant who is not a
                  --------------------
"5-Percent Owner" as defined in Code Section 416(i)(1)(B)(i), Required Beginning
Date shall mean April 1 of the calendar year following the later of (i) the
calendar year in which the Participant attains age 70+, or (ii) the calendar
year in which the Participant terminates employment with the Employer.
Notwithstanding the above, for any Participant who attains age 70+ prior to the
Plan Year beginning January 1, 1999, Required Beginning Date shall mean, at the
Participant's election, April 1 of the calendar year following (i) the calendar
year in which the Participant attains age 70+, or (ii) the calendar year in
which the Participant terminates employment with the Employer.

      (aaa)  "ROLLOVER CONTRIBUTION" - The amounts transferred to the Trust Fund
              ---------------------
by Employees in accordance with Section 4.7.

      (bbb)  "ROLLOVER CONTRIBUTION ACCOUNT" - A separate account established
              -----------------------------
pursuant to Section 8.1 to which are credited the Rollover Contributions of an
Employee.

      (ccc)  "SUPER TOP HEAVY PLAN" - A Super Top Heavy Plan, as defined in
              --------------------
Section 2.2.

      (ddd)  "TERMINATION DATE" - The earliest of (1) the date on which an
              ----------------
Employee quits, retires, is discharged or dies, or (2) the second anniversary
of the first day of the period during which the Employee was absent from
service with the Employer by reason of a maternity or paternity leave (within
the meaning of Section 3.3), or (3) the first anniversary of the first day of
the period during which the Employee was absent from service with the Employer
for any reason other than a maternity or paternity leave or a separation from
service due to quit, discharge, retirement or death.

      (eee)  "TOP HEAVY PLAN" - A "Top Heavy Plan," as defined in Section 2.2.
              --------------

      (fff)  "TRUST AGREEMENT" - The instrument or instruments executed in
              ---------------
connection with the Plan by the Corporation and the Trustees to provide for
the investment and administration of all of the Trust Fund other than the ESOP
Fund.  The Trust Agreement shall constitute a part of the Plan.

      (ggg)  "TRUST FUND" - The fund established by the Corporation to provide
              ----------
for the holding, investment, administration and distribution of all amounts
contributed under the Plan, and the net gains and losses thereon.  The Trust
<PAGE>
Fund will be held, administered and distributed for the exclusive benefit of
Participants and their Beneficiaries.  The Trust Fund shall be administered
and invested by the Administrative Trustee pursuant to the Trust Agreement
except that the ESOP Fund shall be administered and invested by the ESOP
Trustee pursuant to the ESOP Trust Agreement.

      (hhh)  "TRUSTEE" or "TRUSTEES" - The Administrative Trustee and the ESOP
              -------      --------
Trustee acting as such under the applicable Trust Agreement.  Any reference to
the "Trustee" or the "Trustees" shall be deemed to refer to the Administrative
Trustee unless the action to be taken relates to the ESOP Fund, in which case
the reference shall be deemed to refer to the ESOP Trustee.

      (iii)  "YEAR OF ELIGIBILITY SERVICE" - A twelve (12) month period (the
              ---------------------------
"Computation Period") in which an Employee is credited with at least one
thousand (1,000) Hours of Service, regardless of whether the Employee is
employed on the last day of said period.  The initial Computation Period shall
commence with the first Hour of Service of the Employee.  Following this initial
Computation Period, a Year of Eligibility Service shall be determined on the
Computation Period commencing on the first day of the Plan Year which includes
the first anniversary of the date on which the Employee first performed an Hour
of Service.  Thereafter, the Advisory Committee shall measure any subsequent
Computation Period necessary for a determination of a Year of Eligibility
Service by reference to succeeding Plan Years.  If an individual terminates
employment with the Employers prior to completing one thousand (1,000) Hours
of Service in any of such Computation Periods and returns to an Employer or
any Affiliate after the close of the Computation Period during which his
employment was terminated, in the future the relevant Computation Periods shall
commence on the date the individual first performs an Hour of Service for an
Employer or any Affiliate following his reemployment and the anniversaries
thereof.  Once a Participant enters the Plan pursuant to Section 3.1, the
Participant need not complete any particular number of Hours of Service in
order to make Pre-Tax Contributions pursuant to Section 4.1.  The Participant
may, however, be required to complete one thousand (1,000) Hours of Service
during the Plan Year in order to receive an allocation of Employer contributions
pursuant to Section 8.2(e).  Effective November 1, 1997, for purposes of
determining an Employee's Years of Eligibility Service under this Plan, service
with North American Insurance Company and Safemate Life Insurance Company shall
be taken into account.

2.2.  TOP HEAVY PLAN PROVISIONS.
      -------------------------

      The provisions of this Section 2.2 shall be observed in determining the
Plan's status as a Top Heavy Plan or a Super Top Heavy Plan:

      (a)  GENERAL RULES.  The Plan will be a Top Heavy Plan for a Plan Year if,
           -------------
on the last day of the prior Plan Year (hereinafter referred to as the
"determination date"), more than sixty percent (60%) of the cumulative balances
credited to all accounts of all Participants are credited to or allocable to the
<PAGE>
accounts of Key Employees.  The Plan will be a Super Top Heavy Plan if, on the
determination date, more than ninety percent (90%) of the cumulative balances
credited to the accounts of all Participants are credited or allocable to the
accounts of Key Employees.  For purposes of making these determinations, the
following rules will apply:

      (1)   The balance credited to or allocable to a Participant's accounts for
   purposes of this Section 2.2 shall include contributions made on or before
   the applicable determination date, together with withdrawals and
   distributions made during the five (5) year period ending on the
   determination date.

      (2)  The accounts of any Participant who was formerly (but no longer is)
   a Key Employee shall be disregarded.  In addition, the accounts of any
   Participant who has not performed any services for the Employer or an
   Affiliate during the five (5) year period ending on the determination
   date shall be disregarded.

      (3)  Rollover contributions that are both initiated by the Employee and
   are not derived from a plan maintained by the Employer or any Affiliate,
   shall be disregarded unless otherwise provided in lawful regulations issued
   by the United States Treasury Department.  Other amounts rolled over to or
   from this Plan to or from another qualified plan will be considered in
   calculating the Plan's status as a Top Heavy Plan or Super Top Heavy Plan if
   and to the extent required by said regulations.

      (b)  AGGREGATION OF PLANS.  Notwithstanding anything in this Section 2.2
           --------------------
to the contrary, in the event that the Plan shall be determined by the Advisory
Committee (in its sole and absolute discretion, but pursuant to the provisions
of Section 416 of the Code) to be a constituent in an "aggregation group", this
Plan shall be considered a Top Heavy Plan or a Super Top Heavy Plan only if the
"aggregation group" is a "top heavy group" or a "super top heavy group".  For
purposes of this Section 2.2, an "aggregation group" shall include the
following:


      (1)  Each plan intended to qualify under Section 401(a) of the Code
   sponsored by the Employer or an Affiliate in which one (1) or more Key
   Employees participate;

      (2)  Each other plan of the Employer or an Affiliate that is considered in
   conjunction with a plan referred to in clause (1) in determining whether or
   not the nondiscrimination and coverage requirements of Section 401(a)(4) or
   Section 410 of the Code are met; and

      (3)  If the Advisory Committee, in the exercise of its discretion, so
   chooses, any other such plan of the Employer or an Affiliate which, if
   considered as a unit with the plans referred to in clauses (1) and (2),
   satisfies the requirements of Code Section 401(a) and Code Section 410.

<PAGE>
A "top heavy group" for purposes of this Section 2.2 is an "aggregation group"
in which the sum of the present value of the cumulative accrued benefits for Key
Employees under all "defined benefit plans" (as defined in Section 414(j) of the
Code) included in such group plus the aggregate of the account balances of Key
Employees on the last Valuation Date in the twelve (12) month period ending on
the respective determination date under all "defined contribution plans" (as
defined in Section 414(i) of the Code) included in such group exceeds sixty
percent (60%) of the total of such similar sum determined for all employees and
beneficiaries covered by all such plans (where such present values and account
balances are those present values applicable to those determination dates of
each plan which fall in the same calendar year).  A "super top heavy" group is
an "aggregation group" for which the sum so determined for Key Employees exceeds
ninety percent (90%) of the sum so determined for all employees and
beneficiaries.  The Advisory Committee will calculate the present value of the
cumulative annual benefits under a defined benefit plan in accordance with the
rules set forth in the defined benefit plan.  All determinations will be made
in accordance with applicable regulations under Section 416 of the Code.

2.3.  HIGHLY COMPENSATED EMPLOYEE.
      ---------------------------

      (a)  GENERAL.  The term "Highly Compensated Employee" shall include all
           -------
"highly compensated active employees" and all "highly compensated former
employees."

      (b)  HIGHLY COMPENSATED ACTIVE EMPLOYEES.  For purposes of this Section
           -----------------------------------
2.3, a "highly compensated active employee" is an Employee who performs services
for the Employer or its Affiliates during the current Plan Year (the
"determination year") and who:


      (1)  During the determination year, or during the preceding Plan Year, is
   or was a "five percent owner" as described in Section 416(i)(l) of the Code
   and applicable regulations thereunder; or

      (2)  For the preceding year received Compensation from the Employer or
      its Affiliates in excess of Eighty Thousand Dollars ($80,000) and, if so
      elected by the Corporation, is ranked within the highest-paid twenty
      percent (20%) of Employees of the Employer and Affiliates, ranked in
      terms of Compensation (the "top paid group").

      (c)     HIGHLY COMPENSATED FORMER EMPLOYEES.  For purposes of
              -----------------------------------
this Section 2.3, the term "highly compensated former employee" shall
mean any individual formerly employed by the Employer or its
Affiliates who satisfied the definition of "highly compensated active
employee" set forth in paragraph (b) above, (i) at the time he
separated from employment or (ii) at any time after he attained
fifty-five (55) years of age.  No highly compensated former employee
shall be considered a member of the top-paid group (as defined in
paragraph (b)(2) above).  If, at any time prior to the termination of
employment and prior to attaining fifty-five (55) years of age, a
highly compensated active employee receives Compensation which is less
than fifty percent (50%) of the Employee's annual average compensation
for the three (3) consecutive years preceding the determination year,
and if, under all the facts and circumstances, such Employee's future
services for and Compensation from the Employer will not rise above
that amount, then such Employee shall not be deemed to be a highly
compensated former employee upon his actual separation from employment
with the Employer.

      (d)     EXCLUDED INDIVIDUALS.  Anything in the foregoing to
              --------------------
the contrary notwithstanding, for purposes of determining which
Employees shall be included in the top-paid group, the following shall
be excluded from the definition of Employee:

      (1)     Employees who have not completed six (6) months
    of service during the current and prior calendar years;

      (2)     Employees who work for the Employer less than
    seventeen and one-half (17-1/2) hours per week during fifty
    percent (50%) or more of the weeks worked by such Employees;

      (3)     Employees who normally work for the Employer
    during not more than six (6) months in any year;

      (4)     Employees who have not attained twenty-one (21)
    years of age;

      (5)     Employees who are nonresident aliens and who have
    not earned U.S. source income from the Employer; and

      (6)     Employees covered under the terms of a
    "collective bargaining agreement" (within the meaning of
    Code Section 7701(a)(46) and the regulations hereunder) if
    (i) ninety percent (90%) of the Employees of the Employer
    are covered by one or more such agreements, and (ii) the
    Plan covers only Employees who are not so covered.

     (e)     COST-OF-LIVING ADJUSTMENTS.  The dollar limitations of
             --------------------------
sub-paragraphs (b)(2) above shall be adjusted at the same time and in
a similar manner pursuant to the applicable rulings or regulations of
the United States Treasury Department under Code Section 415(d).

2.4.            CONSTRUCTION.
                ------------
      The masculine gender, where appearing in the Plan, shall
include the feminine gender, and the singular shall include the
plural, unless the context clearly indicates to the contrary.  The
term "delivered to the Advisory Committee," as used in the Plan,
shall include delivery to a person or persons designated by the
Advisory Committee for the disbursement and receipt of administrative
forms.  Delivery shall be deemed to have occurred only when the form
<PAGE>
or other communication is actually received, and, with respect to the
receipt of forms effective as of a payroll period, delivery effective
for the payroll period must be made within the time indicated by the
Advisory Committee for receipt of such form or other communication to
be effective as of the next-occurring payroll period.  Any such rule
with respect to delivery shall be uniformly applicable to all
Employees and Participants.  Headings and subheadings are for the
purpose of reference only and are not to be considered in the
construction of this Plan.  If any provision of this Plan is
determined to be for any reason invalid or unenforceable, the
remaining provisions shall continue in full force and effect.  All of
the provisions of this Plan shall be construed and enforced according
to the laws of the State of Arizona and shall be administered
according to the laws of such state, except as otherwise required by
the Act, the Code or other Federal law.  It is the intention of the
Corporation that the Plan as adopted by the Employers shall constitute
a qualified plan under the provisions of Section 401(a) of the Code,
and that the Trust Fund maintained pursuant to the Trust Agreement
shall be exempt from taxation pursuant to Section 501(a) of the Code.
 This Plan shall be construed in a manner consistent with the
Corporation's intention.

                                 ARTICLE THREE
                                 -------------
                         ELIGIBILITY AND PARTICIPATION
                         -----------------------------

3.1.            ELIGIBILITY.
                -----------

      (a)     CURRENT PARTICIPANTS.  Each Employee who was a
              --------------------
Participant in the Plan on the day immediately preceding the Effective
Date shall be a Participant in the Plan on the Effective Date.

      (b)     NEW PARTICIPANTS.  Each other Employee shall become
              ----------------
eligible to participate in the Plan as of the dates specified below:

      (1)     PRE-TAX CONTRIBUTIONS - A Participant shall be
              ---------------------
   eligible to commence making Pre-Tax Contributions as of the
   first day of the first payroll period following the
   Participant's completion of one (1) Year of Eligibility
   Service.

      (2)     PROFIT SHARING CONTRIBUTIONS AND ESOP
              -------------------------------------
   CONTRIBUTIONS - A Participant will become eligible to
   -------------
   participate in the allocation of Profit Sharing
   Contributions and ESOP Contributions as of the Plan Entry
   Date coinciding with or following the Participant's
   completion of one (1) Year of Eligibility Service.

      (c)     COLLECTIVE BARGAINING UNIT EMPLOYEES AND LEASED
              -----------------------------------------------
EMPLOYEES.  Employees who are covered by a collective bargaining
- ---------
<PAGE>
agreement with a union with which an Employer or Affiliate has
bargained in good faith over retirement benefits shall not be eligible
to participate in this Plan unless their collective bargaining
agreement specifically provides for their participation in this Plan.
 Employees who are "leased employees" for purposes of Section 414(n)
of the Code shall not be eligible to participate hereunder.

3.2.            PARTICIPATION.
                -------------

      (a)     GENERAL.  There shall be two (2) levels of
              -------
contribution participation in the Plan.  An Employee who has satisfied
the eligibility requirements specified in Section 3.1 but who does not
elect to participate (or as of the Automatic Enrollment Effective Date
elects not to participate) in all contribution features of the Plan
shall be a Non-Contributing Participant.  Participation in the
contribution features of this Plan, other than the allocation of
discretionary ESOP Contributions and Profit Sharing Contributions,
shall be entirely voluntary.

      (b)     PRE-TAX CONTRIBUTIONS BEFORE THE AUTOMATIC ENROLLMENT
              -----------------------------------------------------
EFFECTIVE DATE.  Each Employee who, before the Automatic Enrollment
- --------------
Effective Date, is eligible pursuant to Section 3.1 to make Pre-Tax
Contributions may direct such contributions by signing an enrollment
form provided by the Advisory Committee and delivering the form to the
Advisory Committee.  The enrollment form shall authorize Earnings
reductions in an amount equal to the amount of Pre-Tax Contributions
directed by the Participant.  The Employee shall designate on the form
the amount of his Pre-Tax Contributions and shall authorize the
reduction of his Earnings in an amount equal to his directed Pre-Tax
Contributions.  On the form, the Employee also shall designate the
Fund or Funds to which amounts credited to his Pre-Tax Contribution
Account shall be allocated, to the extent permitted under this Plan.

      (c)     PRE-TAX CONTRIBUTIONS ON AND AFTER THE AUTOMATIC
              ------------------------------------------------
ENROLLMENT EFFECTIVE DATE.  Each Employee who, on or after the
- -------------------------
Automatic Enrollment Effective Date,  is eligible pursuant to Section
3.1 to make Pre-Tax Contributions will automatically make Pre-Tax
Contributions to the Plan in an amount equal to two percent (2%) of
his Earnings, without the necessity of signing or delivering to the
Advisory Committee an enrollment form.  If the Employee does not want
to make Pre-Tax Contributions, he may elect not to make Pre-Tax
Contributions by signing a form provided by the Advisory Committee and
delivering the form to the Advisory Committee.  If an eligible
Employee becomes a Participant due to automatic enrollment, his
failure to elect not to make Pre-Tax Contributions will be deemed to
authorize the reduction of his Earnings in an amount equal to two
percent (2%).  Subject to the limitations in Section 4.1(c), an
Employee who is eligible pursuant to Section 3.1 to make Pre-Tax
Contributions may elect to make Pre-Tax Contributions in an amount
other than two percent (2%) of his Earnings, by signing an enrollment
form provided by the Advisory Committee and delivering the form to the
Advisory Committee.  The enrollment form shall authorize Earnings
reductions in an amount equal to the amount of Pre-Tax Contributions
directed by the Participant.  The Employee shall designate on the form
the amount of his Pre-Tax Contributions and shall authorize the
reduction of his Earnings in an amount equal to his directed Pre-Tax
Contributions.  On the form, the Employee also shall designate the
<PAGE>
Fund or Funds to which amounts credited to his Pre-Tax Contribution
Account shall be allocated, to the extent permitted under this Plan.
If an eligible Employee becomes a Participant due to this Section
3.2(c), all of his Pre-Tax Contributions made after the Automatic
Enrollment Effective Date shall be allocated to the Income Fund unless
and until he designates the Fund or Funds to which such amounts should
instead be allocated.

      (d)     TRANSITION TO THE AUTOMATIC ENROLLMENT SYSTEM.  As of
              ---------------------------------------------
the Automatic Enrollment Effective Date, the enrollment forms of all
Participants who are, as of such date, making Pre-Tax Contributions to
the Plan, will be honored and the amount of such contributions shall
not be affected.  However, each eligible Employee who as of the
Automatic Enrollment Effective Date is not making Pre-Tax
Contributions to the Plan will automatically begin making Pre-Tax
Contributions in accordance with Section 3.2(c) as of such date unless
the eligible Employee elects not to make Pre-Tax Contributions in
accordance with the provisions of Section 3.2(c).

      (e)     DELIVERY OF FORMS.  All forms to be delivered to the
              -----------------
Advisory Committee pursuant to this Section 3.2 must be received by
the Advisory Committee at least ten (10) days prior to the earliest
date on which the directions under such forms could take effect or
within such shorter period as may be specified by the Advisory
Committee in rules of uniform application.  Before the Automatic
Enrollment Effective Date, completion of a valid enrollment form shall
be a mandatory requirement for participation in the Plan other than as
a Non-Contributing Participant.

<PAGE>
3.3.            CREDITING OF SERVICE.
                --------------------

      (a)     GENERAL RULE.  All periods of Continuous Service shall
              ------------
be taken into account under this Plan.  An Employee's Continuous
Service shall be determined by aggregating the calendar days of
service included in each "period of service" performed by the
Employee, and expressing the total in completed years and months,
disregarding any fractional months.  If two (2) or more "periods of
service" are aggregated, a complete year shall consist of three
hundred sixty-five (365) days and a complete month shall consist of
thirty (30) days.  A "period of service" commences on the day on
which the Employee performs his first Hour of Service for the Employer
or an Affiliate or, when an Employee incurs a Break in Continuous
Service, on the day on which the Employee performs his first Hour of
Service following the Break in Continuous Service.  The "period of
service" ends on the Employee's Termination Date, unless the Employee
again resumes employment with the Employer or an Affiliate prior to
the occurrence of a Break in Continuous Service, in which case the
"period of service" will continue and the Employee also will receive
credit for the period of time between the Termination Date and the
date of reemployment.

      (b)     SPECIAL RULES FOR MATERNITY AND PATERNITY LEAVES.  The
              ------------------------------------------------
Continuous Service of an Employee who is absent from work by reason of
a maternity or paternity leave shall not include the period of time
following the first anniversary of the first day of such leave even
though the Employee's Termination Date shall not be deemed to occur
until the second anniversary of such leave.  For purposes of this
Plan, a "maternity or paternity leave" is an Authorized Leave of
Absence granted for any of the following reasons:  the pregnancy of
the Employee; the birth of a child of the Employee; the placement of a
child with the Employee in connection with the adoption of such child
by the Employee; or the caring for a child of the Employee for a
period beginning immediately following the child's birth or placement
with the Employee.  This paragraph shall not be construed as entitling
any Employee to an Authorized Leave of Absence for any of the reasons
noted above.  An Employee's entitlement to an Authorized Leave of
Absence will be determined in accordance with the Employer's standard
policies.

      (c)     SPECIAL RULE FOR OTHER ABSENCES.  If an Employee's
              -------------------------------
employment has been terminated on account of resignation, discharge or
retirement and the Employee is rehired, the period between the
Employee's Termination Date and his date of rehire shall be taken into
account and treated as a period of Continuous Service if the Employee
is rehired within twelve (12) months of his Termination Date.  If the
Employee is absent from employment for reasons other than resignation,
discharge or retirement and, during such absence, the Employee
resigns, is discharged or retires, if the Employee is thereafter
rehired, the period between the Employee's date of resignation,
discharge or retirement and his date of rehire shall be taken into
account and treated as a period of Continuous Service if the Employee
is rehired by the Employer prior to the first  anniversary of the date
on which the Employee's initial period of absence from employment
commenced.

<PAGE>
3.4.            EFFECT OF REHIRING.
                ------------------

      In the event that an Employee separates from employment with
the Employer and is later rehired, as a general rule he shall remain
credited with all of his Years of Eligibility Service and all periods
of Continuous Service credited to him during his prior period of
employment.  If such an Employee was a Participant or had satisfied
the eligibility requirements of Section 3.1 during his prior period of
employment and following his return he is otherwise eligible to
participate in the Plan, the Employee shall commence participation in
the Plan upon the later of his date of rehire or the date on which he
would have commenced participation if his employment had not
terminated.

3.5.            AFFILIATED EMPLOYERS.
                --------------------

      For the purpose of computing an Employee's Years of
Eligibility Service and period of Continuous Service, employees of
Affiliates of the Employer shall be given credit for their Hours of
Service and periods of Continuous Service with such Affiliates in the
event that they become Employees of an Employer as though during such
periods they were Employees of an Employer.  Persons employed by a
business organization that is acquired by the Employer or by an
Affiliate of the Employer shall be credited with service for their
Hours of Service and periods of Continuous Service with such
predecessor employer hereunder in the event that they become Employees
of an Employer only to the extent required under lawful regulations of
the United States Treasury Department under Section 414(a)(2) of the
Code or to the extent determined by the Board on a uniform basis with
respect to employees of each "predecessor company," which term for
this purpose means and includes any organization which is acquired by
an Employer or any Affiliate.

3.6.            TRANSFERS TO AND FROM AN ELIGIBLE CLASS OF EMPLOYEES.
                ----------------------------------------------------

      (a)     TRANSFERS OUT OF PLAN.  A Participant will
              ---------------------
automatically become ineligible to participate in the Plan as of the
effective date of a change in his employment classification if as a
result of the change he is no longer eligible to participate in the
Plan.  All sums credited to the Inactive Participant's accounts will
continue to be held pursuant to the terms of this Plan and will be
distributed to the Inactive Participant only upon his subsequent
termination of employment or the occurrence of some event permitting a
distribution pursuant to the provisions of this Plan.

      (b)     TRANSFERS TO PLAN.  If an Employee of the Employer is
              -----------------
not eligible to participate in the Plan due to his employment
classification, he shall participate immediately upon becoming a
member of an eligible class of Employees if he has satisfied the other
requirements set forth in Section 3.1 and would have become a
Participant previously had he been in an eligible class.
<PAGE>

      (c)     SERVICE CREDIT.  In any event, an Employee's service
              --------------
in an ineligible employment classification shall be considered in
calculating the Employee's Years of Eligibility Service and years of
Continuous Service.

      (d)     TRANSFERS TO AFFILIATES.  If a Participant ceases to
              -----------------------
participate in the Plan solely as a result of his transfer to an
Affiliate that has not adopted this Plan, amounts credited to his
accounts as of the date of his transfer shall not be forfeited or
distributed.  Rather, such amounts shall be payable in accordance with
the terms of this Plan upon his subsequent termination of employment
with all Affiliates and the Employer or the occurrence of some other
event permitting a distribution pursuant to the provisions of this
Plan.

3.7.            LEASED EMPLOYEES.
                ----------------
      A "leased employee" (within the meaning of Section
414(n)(2) of the Code) shall be treated as an Employee of the Employer
for purposes of the pension requirements of Section 414(n)(3) of the
Code, unless leased employees constitute less than twenty percent
(20%) of the Employer's non-highly compensated work force (within the
meaning of Section 414(n)(5)(C)(ii) of the Code) and the leased
employee is covered by a "safe harbor plan" that satisfies the
requirements of Section 414(n)(5)(B) of the Code.  In any event, a
leased employee who is deemed to be an Employee of the Employer
pursuant to the preceding sentence shall be treated as if he is
employed in an employment classification that has not been designated
for participation in the Plan.

                                 ARTICLE FOUR
                                 ------------
                           EMPLOYEE CONTRIBUTIONS
                           ----------------------

4.1.               PRE-TAX CONTRIBUTIONS.
                   ---------------------

      (a)     ELECTION.  Subject to Section 3.2, each Participant
              --------
may direct the Employer to make Pre-Tax Contributions to the Trust
Fund on the Participant's behalf during each Plan Year while he is a
Participant.  The amount payable to the Participant as his current
salary or wages shall then be reduced by an amount equal to the
Pre-Tax Contributions directed by the Participant.

      (b)     TRANSFER TO TRUSTEE.  Pre-Tax Contributions shall be
              -------------------
forwarded to the Trustee as soon as practicable following the end of
the calendar month for which the Pre-Tax Contributions are made, and,
in any event, such contributions shall be transferred to the Trustee
no later than the fifteenth (15th) business day of the month following
the month in which such amounts would otherwise have been payable to
the Participant in cash.

      (c)     LIMITATIONS.  The Employer and the Advisory Committee
              -----------
shall implement such procedures as may be necessary to assure that the
sum of the Pre-Tax Contributions and the Employer Contributions does
<PAGE>
not exceed the maximum amount that may be deducted by the Employer
pursuant to Section 404 of the Code.  The Pre-Tax Contributions shall
be in an amount of not less than two percent (2%) and not more than
eighteen percent (18%) of a Participant's  Earnings.  Pre-Tax
Contributions also shall be subject to such other nondiscriminatory
restrictions as the Employer and Advisory Committee shall determine
and announce to Plan Participants.
<PAGE>

4.2.        PRE-TAX CONTRIBUTIONS--DOLLAR LIMITATION.
            ----------------------------------------

      A Participant's Pre-Tax Contributions for any calendar year
may not exceed Ten Thousand Dollars ($10,000.00) adjusted in order to
reflect increases in the cost-of-living as announced from time to time
by the United States Treasury Department.  This limitation applies in
the aggregate to the Participant's "elective contributions" under all
plans.  For this purpose, the term "elective contributions" includes
the Participant's Pre-Tax Contributions to this Plan, the
Participant's pre-tax contributions to any other qualified cash or
deferred arrangement (as defined in Section 401(k) of the Code), any
elective employer contributions to a simplified employee pension plan
that are not included in the Participant's gross income due to Section
402(h)(1)(B) of the Code and any employer contribution used to
purchase an annuity contract under Section 403(b) of the Code pursuant
to a salary reduction arrangement (within the meaning of Section
3121(a)(5)(D) of the Code).  In the event that the Participant's
elective contributions to all such programs during any calendar year
exceed the limitation for that calendar year, the Participant may, by
March 1 of the calendar year following the calendar year for which the
excess contributions were made, so advise the Advisory Committee and
request the return of all or a portion of the excess contributions to
this Plan.  The excess contributions, along with any income thereon
(as determined by the Advisory Committee in accordance with rules of
uniform and nondiscriminatory application) may then be returned to the
Participant by the next following April 15.  The Advisory Committee is
not under any obligation, however, to honor a request for a return.

4.3.      LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED
          -------------------------------------------------

      (a)     ACTUAL DEFERRAL PERCENTAGE LIMITATIONS.  The
              --------------------------------------
contributions made by Participants who are Highly Compensated
Employees shall be limited to the extent necessary to satisfy one of
the following two paragraphs:

      (1)     The "actual deferral percentage" for
   Participants who are Highly Compensated Employees for the
   Plan Year shall not exceed the "actual deferral
   percentage" for Participants who are not Highly Compensated
   Employees for the previous Plan Year multiplied by one and
   one-quarter (1.25); or

      (2)     The actual deferral percentage for Participants
   who are Highly Compensated Employees for the Plan Year shall
   not exceed the actual deferral percentage for Participants
   who are not Highly Compensated Employees for the previous
   Plan Year multiplied by two (2), provided that the actual
   deferral percentage for Participants who are Highly
   Compensated Employees does not exceed the actual deferral
   percentage for Participants who are not Highly Compensated
   Employees by more than two percentage points (2%) or such
   lesser amount as the Secretary of the Treasury shall
<PAGE>
   prescribe to prevent the multiple use of this alternative
   limitation with respect to any Highly Compensated Employee.

      (b)     SPECIAL DEFINITIONS.  For purposes of this Section
              -------------------
alone, the following definitions shall apply:

      (1)     "Actual deferral percentage" - The average
   (expressed as a percentage) of the deferral percentages of
   the Participants in a group.  The actual deferral percentage
   for a group shall be determined by adding the deferral
   percentage of all Participants in the group and dividing
   that sum by the number of Participants in the group.

      (2)     "Deferral percentage" - The ratio (expressed as
   a percentage) of the Pre-Tax Contributions under the Plan on
   behalf of the Participant for the Plan Year to the
   Participant's Compensation for the Plan.

      (3)     "Compensation" - Compensation shall be defined
   in accordance with the definition of Compensation in Section
   2.1(r) of the Plan.

      (c)     SPECIAL RULES.  For purposes of this Section, the
              -------------
following rules shall apply:

      (1)     If any Highly Compensated Employee is a
   participant under two (2) or more cash or deferred
   arrangements of the Employer, all such cash or deferred
   arrangement shall be treated as one (1) cash or deferred
   arrangement for purposes of determining such Highly
   Compensated Employee's individual deferral percentage.

      (2)     At the election of the Employer, but in
   accordance with such rules as may be prescribed in
   applicable regulations, any matching contributions (within
   the meaning of Section 401(m)(4)(A) of the Code) or
   qualified nonelective contributions (within the meaning of
   Section 401(m)(4)(C) of the Code) allocated to a Participant
   under this or any other plan described in Section 401(a) of
   the Code maintained by the Employer or an Affiliate shall be
   aggregated with the Participant's Pre-Tax Contributions
   under this Plan for purposes of determining the
   Participant's deferral percentage.  If the Employer makes
   such an election, such matching and qualified nonelective
   contributions (i) must satisfy the conditions set forth in
   Treasury Regulation Section 1.401(k)-1(b)(5) and (ii) must
   be subject to the same distribution requirements as are Pre-
   Tax Contributions. Additionally, in accordance with Treasury
   Regulations Section 1.401(k)-1(g)(13), such matching and
   qualified nonelective contributions must satisfy the above
   requirements without regard to whether they are actually
   treated as Pre-Tax Contributions.
<PAGE>
      (3)     If this Plan satisfies the requirements of
   Section 401(a)(4) or Section 410 of the Code only if
   aggregated with one or more other plans, or if one or more
   other plans satisfy the requirements of Section 410(b) of
   the Code only if aggregated with this Plan, then the
   limitations of this Section shall be applied by determining
   the deferral percentages of Participants as if all such
   plans were a single plan.

      (4)     The Pre-Tax Contributions, compensation, and
   other amounts treated as elective contributions of all
   family members are disregarded in determining the actual
   deferral percentage for the groups of Highly Compensated
   Employees and those who are not Highly Compensated
   Employees.

      (5)     The determination and treatment of the
   contribution percentage of any Participant shall satisfy
   such other requirements as may be prescribed by the
   Secretary of the Treasury.

      (6)     For purposes of determining the actual deferral
   percentage under Section 4.3(a), Participants who are
   directly or indirectly eligible to make an election to make
   a Pre-Tax Contribution under the Plan for all or a portion
   of the Plan Year shall be taken into account, including a
   Participant who cannot make Pre-Tax Contributions because of
   the limitations of Sections 415(c)(1) or 415(e).

      (7)     Pre-Tax Contributions made by a Participant will
   be taken into account under the actual deferral percentage
   test for a Plan Year only if the contributions relate to
   Compensation that either would have been received by the
   Participant in the Plan Year (but for the deferral election)
   or are attributable to services performed by the Participant
   in the Plan Year and would have been received by the
   Participant within two and one-half (2 1/2) months after the
   close of the Plan Year (but for the deferral election).

      (8)     For Plan Years beginning on or after January 1,
   1999, if the Corporation has elected to apply Code Section
   410(b)(4)(B) in determining whether  the cash or deferred
   arrangement meets the requirements of Code Section
   401(k)(3)(A)(i),  the Corporation may, in determining
   whether the Plan meets the requirements of Section 4.3(a),
   exclude from consideration all eligible Employees (other
   than Highly Compensated Employees) who have not met the
   minimum age and service requirements of Code Section
   410(a)(1)(A).

      (d)     DISTRIBUTION OF EXCESS CONTRIBUTIONS.  No later than
              ------------------------------------
the last day of each Plan Year, any "excess Pre-Tax Contributions"
and the income allocable thereto will be distributed to Participants
who made the excess Pre-Tax Contributions during the preceding Plan
Year.  For purposes of this paragraph, the term "excess Pre-Tax
Contributions" means, with respect to any Plan Year, the aggregate
<PAGE>
amount of Pre-Tax Contributions paid to the Plan by the Highly
Compensated Employees for the Plan Year over the maximum amount of
Pre-Tax Contributions permitted pursuant to Section 4.3(a) and Section
401(k)(3)(A)(ii) of the Code.  In order to determine the excess
Pre-Tax Contributions attributable to a particular Participant, the
Advisory Committee shall reduce the Pre-Tax Contributions made on
behalf of Highly Compensated Employees beginning with the Highly
Compensated Employees who have the highest dollar amount of Pre-Tax
Contributions until the Pre-Tax Contributions of the Highly
Compensated Employees do not exceed the limitations mentioned in the
preceding sentence.  The distribution of excess Pre-Tax Contributions
for any Plan Year shall be made to Highly Compensated Employees on the
basis of the respective portions of the excess Pre-Tax Contributions
attributable to each such Highly Compensated Employee.  The income
allocable to excess Pre-Tax Contributions shall be determined by
multiplying the income allocable for the Plan Year to the
Participant's Pre-Tax Contributions Account from which the excess
contributions are to be distributed by a fraction, the numerator of
which is the excess Pre-Tax Contribution on behalf of the Participant
for the preceding Plan Year and the denominator of which is the sum of
the Participant's Pre-Tax Contributions Account balance on the last
business day of the preceding Plan Year plus the Pre-Tax Contributions
(other than excess Pre-Tax Contributions) allocated to that account
during the Plan Year.  If there is a loss, the total excess Pre-Tax
Contributions shall nonetheless be distributed to the Participant, but
the amount distributed shall not exceed the balance of the Pre-Tax
Contributions Account from which the distribution is made.  The amount
of any excess contributions to be distributed shall be reduced by
excess deferrals previously distributed for the taxable year ending in
the same Plan Year in accordance with Section 402(g)(2) of the Code
and excess deferrals to be distributed for a taxable year shall be
reduced by excess contributions previously distributed for the Plan
beginning in such taxable year.

      (e)     REDUCTION OF FUTURE CONTRIBUTIONS.  If prior to the
              ---------------------------------
end of a Plan Year the Advisory Committee concludes that the average
rate of Pre-Tax contributions made on behalf of Highly Compensated
Employees would violate the rules set forth in paragraph (a) and
Section 401(k) of the Code, the Advisory Committee may prospectively
reduce the Pre-Tax Contributions directed by the Highly Compensated
Employees.  The reduction shall be implemented by reducing first the
highest rates of Pre-Tax Voluntary Contributions within such group and
then the highest rates of Pre-Tax Required Contributions within the
group, with such rates to be reduced in one percent (1%) increments or
fractions thereof, as determined by the Advisory Committee.  Any
reduction pursuant to this Section shall be limited to the extent
necessary to assure compliance with the requirements set forth in
paragraph (a) and Section 401(k) of the Code.

4.4.		DESIGNATION AND CHANGE OF DESIGNATION OF PRE-TAX
                ------------------------------------------------
                CONTRIBUTIONS.
                -------------


      (a)     USE OF FORMS.  All designations or changes of
              ------------
designation of the amount of Pre-Tax Contributions directed by a
Participant shall be made on forms supplied by the Advisory Committee,
signed by the Participant and delivered to the Advisory Committee.
<PAGE>
Notwithstanding the foregoing, as of the Automatic Enrollment
Effective Date, any designation made as a result of an automatic
enrollment, need not be made on a form.

      (b)     FREQUENCY OF CHANGES.  A Participant may change his
              --------------------
rate of Pre-Tax Contributions as of the first day of the first payroll
period in each calendar quarter, except as otherwise determined by the
Advisory Committee in a uniform manner with respect to all
Participants.  All such designations or changes shall be made
effective as of the first day of the calendar quarter following
receipt by the Advisory Committee of the appropriate forms, as long as
the forms are received by the Advisory Committee at least ten (10)
days prior to the first day of such calendar quarter or within such
shorter period as the Advisory Committee may prescribe pursuant to
rules of uniform application.

      (c)     GENERAL.  A payroll deduction designation form, or a
              -------
payroll deduction made as a result of an automatic enrollment, shall
be effective until it is succeeded by a later valid payroll deduction
designation form, or until the Participant separates from employment
or becomes a Non-Contributing Participant or Inactive Participant.
All designations or changes of designation shall be subject to the
right of the Advisory Committee to refuse to accept such designation
or change of designation directed by a Participant if the Advisory
Committee concludes that such designation or change of designation
would cause the Plan to fail to satisfy Section 4.2 or Section 4.3.

4.5.            SUSPENSION OF PRE-TAX CONTRIBUTIONS.
                -----------------------------------

      A Participant may instruct the Advisory Committee to suspend
his Pre-Tax Contributions at any time.  The suspension will be
effective as soon as possible following receipt of the instruction
from the Participant.  A suspension may last indefinitely.  A
Participant may recommence directing contributions at any time in
accordance with the procedures set forth in Section 4.4 for changing
the rate of Pre-Tax Contributions.  Suspension of Pre-Tax
Contributions shall be made pursuant to a form supplied by the
Advisory Committee, signed by the Participant and delivered to the
Advisory Committee.  While a Participant is on an Approved Leave of
Absence, he shall be a Non-Contributing Participant.  A Participant
shall not be entitled to "make up" suspended Pre-Tax Contributions,
except to the extent required by Section 15.9 of the Plan.

4.6.            AFTER-TAX CONTRIBUTIONS.
                -----------------------

      No current "after-tax" contributions shall be permitted
under the Plan.  After-Tax Contributions made to the Plan by a
Participant previously shall continue to be held in the Trust Fund and
shall be credited to the Participant's After-Tax Contribution Account.
 Until withdrawn or distributed, the After-Tax Contributions Account
shall continue to share in the earnings or losses of the Trust Fund.
<PAGE>

4.7.            ROLLOVER CONTRIBUTIONS.
                ----------------------

      (a)     CONTRIBUTION.  Any Employee (whether or not a
              ------------
Participant) who has received a distribution from a profit sharing
plan, stock bonus plan or pension plan intended to "qualify" under
Section 401 of the Code may transfer such distribution to the Trust
Fund if such contribution to the Trust Fund would constitute, in the
sole and absolute discretion of the Advisory Committee, a "rollover
contribution" within the meaning of the applicable provisions of the
Code.  Additionally, an Employee may request, with the approval of the
Advisory Committee that the Trustee accept a transfer from the trustee
of another qualified plan.  Upon such approval, the Trustee shall
accept such transfer.  The Advisory Committee  may, in its sole
discretion, decline to accept such transfer.  For purposes of this
Plan, both a "rollover contribution" within the meaning of the
applicable provisions of the Code and a transfer initiated by the
Employee from another plan shall be referred to as a "Rollover
Contribution."  If the  Advisory Committee decides to grant an
Employee's request to make a Rollover Contribution, the Employee may
contribute to the Trust Fund cash or other property acceptable to the
Trustee to the extent of such distribution.

      (b)     ACCOUNTING AND DISTRIBUTIONS.  The Advisory Committee
              ----------------------------
 shall credit the Rollover Contribution to a separate account (the
"Rollover Contribution Account") for the Employee's sole benefit.
The separate Rollover Contribution Account shall be adjusted, valued
and credited pursuant to Section 8.3.  Any such Rollover Contribution
Account shall be nonforfeitable and shall be paid to the Employee or
his Beneficiary in the same manner as benefits would be paid to the
Participant or Beneficiary under ARTICLE ELEVEN.

      (c)     NO GUARANTY.  The Advisory Committee, the Employer and
              -----------
the Trustee do not guarantee the Rollover Contribution Accounts of
Participants in any way from loss or depreciation.  The Employer, the
Advisory Committee and the Trustee do not guarantee the payment of any
money which may be or become due to any person from a Rollover
Contribution Account, and the liability of the Employer, the  Advisory
Committee or the Trustee to make any payment therefrom shall at any
and all times be limited to the then value of the Rollover
Contribution Account.

      (d)     PROHIBITION OF ROLLOVERS FROM CERTAIN PLANS.  The
              -------------------------------------------
Advisory Committee shall not permit a Participant to make a direct
transfer to this Plan (as distinguished from a "rollover
contribution" or "eligible rollover distribution" within the meaning
of the Code) if the plan from which the transfer is to be made is or
was subject to the joint and survivor annuity and preretirement
survivor annuity requirements of Section 417 of the Code by reason of
Section 401(a)(11) of the Code.

      (e)     EFFECTIVE DATE.  The provisions of this Section 4.7
              --------------
shall be effective as of November 1, 1997.
<PAGE>
                                 ARTICLE FIVE
                                 ------------
                            EMPLOYER CONTRIBUTIONS
                            ----------------------

5.1.            PROFIT SHARING CONTRIBUTION.
                ---------------------------

      (a)     REGULAR PROFIT SHARING CONTRIBUTION.  Subject to the
              -----------------------------------
Board's right to terminate or amend this Plan, the Employer shall
contribute to the Trust Fund for each Plan Year as a Profit Sharing
Contribution such amount, if any, as the Board shall determine, in its
sole and absolute discretion.

      (b)     SPECIAL PROFIT SHARING CONTRIBUTIONS.  Notwithstanding
              ------------------------------------
whether any Profit Sharing Contribution is made for the Plan Year
pursuant to Section 5.1(a) or any other provision contained herein,
the Employer may make a special Profit Sharing Contribution to the
Trust Fund each Plan Year in such amount and on behalf of such
Participants and Non-Contributing Participants, as the Board shall
determine, in its sole and absolute discretion, provided that in no
event shall a special Profit Sharing Contribution be made on behalf of
any Participant or any Non-Contributing Participant who is a Highly
Compensated Employee.

      (c)     SPECIAL "PER CAPITA" PROFIT SHARING CONTRIBUTIONS.
              -------------------------------------------------
In addition to the foregoing, the Employer may make a special "per
capita" Profit Sharing Contribution to the Trust Fund on behalf of
each Participant and Non-Contributing Participant in such amount, if
any, as the Board shall determine, in its sole and absolute
discretion, provided that each Participant and Non-Contributing
Participant receives an equal allocation of such special "per capita"
Profit Sharing Contribution.

      (d)     AGGREGATE PROFIT SHARING CONTRIBUTIONS.  In no event
              --------------------------------------
shall the aggregate Profit Sharing Contributions for any Plan Year be
more than the amount allowable as a deduction for federal income tax
purposes for such Plan Year.

5.2.		ESOP CONTRIBUTIONS.
                ------------------

      (a)     REGULAR ESOP CONTRIBUTION.  Subject to the Board's
              -------------------------
right to terminate or amend this Plan, the Employer shall contribute
to the Trust Fund for each Plan Year as an ESOP Contribution such
amount, if any, as the Board shall determine, in its sole and absolute
discretion.

      (b)     SPECIAL ESOP CONTRIBUTIONS.  Notwithstanding whether
              --------------------------
any ESOP Contribution is made for the Plan Year pursuant to Section
5.2(a) or any other provision contained herein, the Employer may make
a special ESOP Contribution each Plan Year in such amount and on
behalf of such Participants and Non-Contributing Participants, as the
Board shall determine, in its sole and absolute discretion, provided
that in no event shall a special ESOP Contribution be made on behalf
of any Participant or any Non-Contributing Participant who is a Highly
Compensated Employee.
<PAGE>
      (c)     SPECIAL "PER CAPITA" ESOP CONTRIBUTIONS.  In addition
              ---------------------------------------
to the foregoing, the Employer may make a special "per capita" ESOP
Contribution on behalf of each Participant and Non-Contributing
Participant in such amount, if any, as the Board shall determine, in
its sole and absolute discretion, provided that each Participant and
Non-Contributing Participant receives an equal allocation of such
special "per capita" ESOP Contribution.

      (d)     AGGREGATE ESOP CONTRIBUTIONS.  In no event shall the
              ----------------------------
aggregate ESOP Contributions for any Plan Year be more than the amount
allowable as a deduction for federal income tax purposes for such Plan
Year.

5.3.		"TOP HEAVY" CONTRIBUTIONS.
                -------------------------

      The Employer may, in its sole and absolute discretion, make
additional ESOP Contributions for any Plan Year in which the Plan is
Top Heavy in such amounts as may be necessary to fund the Employer
contribution allocation required by Section 8.2.

5.4.            EMPLOYER MATCHING CONTRIBUTION.
                ------------------------------

      (a)     DISCRETIONARY MATCHING CONTRIBUTIONS.  Subject to the
              ------------------------------------
Board's right to terminate or amend this Plan, the Employer shall
contribute to the Trust Fund for each Plan Year as an Employer
Matching Contribution such amount, if any, as the Board shall
determine in its sole and absolute discretion.

      (b)     LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED
              -------------------------------------------------
EMPLOYEES.  The Employer Matching Contributions made on behalf of
- ---------
Participants who were Highly Compensated Employees were limited to the
extent necessary to satisfy one of the following two paragraphs:

      (1)     The "average contribution percentage" for
   Participants who were Highly Compensated Employees for the
   Plan Year could not exceed the "average contribution
   percentage" for Participants who were not Highly
   Compensated Employees for the previous Plan Year multiplied
   by one and one-quarter (1.25); or

      (2)     The average contribution percentage for
   Participants who were Highly Compensated Employees for the
   Plan Year could not exceed the average contribution
   percentage for Participants who were not Highly Compensated
   Employees for the previous Plan Year multiplied by two (2),
   provided that the average contribution percentage for
   Participants who were Highly Compensated Employees did not
   exceed the average contribution percentage for Participants
   who were not Highly Compensated Employees by more than two
<PAGE>
   percentage points (2%) or such lesser amount as the
   Secretary of the Treasury prescribed to prevent the multiple
   use of this alternative limitation with respect to any
   Highly Compensated Employee.

      (c)     DEFINITIONS.  For purposes of this Section alone, the
              -----------
following definitions shall apply:

      (1)     "Average contribution percentage" - The average
   (expressed as a percentage) of the contribution percentages
   of the Participants in a group.

      (2)     "Contribution percentage" - The ratio
   (expressed as a percentage) of the Matching Contributions
   under the Plan on behalf of the Participant for the Plan
   Year to the Participant's compensation for the Plan Year.

      (3)     "Compensation" - Compensation shall be defined
   in accordance with the definition of Compensation in Section
   2.1(r) of the Plan.

      (d)     SPECIAL RULES.  For purposes of this Section, the
              -------------
following rules shall apply:

      (1)     The contribution percentage for any Participant
   who was a Highly Compensated Employee for the Plan Year and
   who was eligible to make Pre-Tax Contributions (or to have
   employee contributions within the meaning of Section
   401(m)(3)(A) of the Code, qualified nonelective
   contributions within the meaning of Section 401(m)(4)(C) of
   the Code or elective deferrals within the meaning of Section
   402(g)(3)(A) of the Code allocated to his account under this
   Plan and one or more other plans described in Section 401(a)
   or arrangements described in Section 401(k) of the Code that
   are maintained by the Employer or an Affiliate) were
   determined as if all such contributions (and all such
   matching contributions, qualified nonelective contributions
   or elective deferrals) were made under a single plan.

      (2)     In the event that this Plan satisfied the
   requirements of Section 410(b) of the Code only if
   aggregated with one or more other plans, or if one or more
   other plans satisfied the requirements of Section 410(b) of
   the Code only if aggregated with this Plan, then the
   limitations of this Section were applied by determining the
   contribution percentages of Participants as if all such
   plans were a single plan.

      (3)     The Matching Contributions, compensation, and
   other amounts treated as matching contributions of all
   family members were disregarded in determining the actual
   contribution percentage for the groups of Highly Compensated
   Employees and those who were not Highly Compensated
   Employees.
<PAGE>

      (4)     The determination and treatment of the con-
   tribution percentage of any Participant may have satisfied
   such other requirements as may be prescribed by the
   Secretary of the Treasury.

      (5)     For purposes of determining whether the Plan
   satisfies the actual contribution percentage test of Section
   5.4(b) of the Plan and Section 401(m) of the Code, all Pre-
   Tax Contributions and Matching Contributions that are made
   under two or more plans that are aggregated for purposes of
   Section 401(a)(4) and 410(b) of the Code (other than Section
   410(b)(2)(A)(ii)) shall be treated as made under a single
   plan.

      (6)     For purposes of the actual contribution
   percentage test of Section 5.4(b) and Section 401(m) of the
   Code, the actual contribution ratios of all "eligible
   Employees" shall be taken into account.  For purposes of
   this paragraph, an "eligible Employee" is any Employee who
   is directly eligible to receive an allocation of Matching
   Contributions or to make Pre-Tax Contributions and includes:
   (i) an Employee who would be a Plan Participant  but for the
   failure to make required contributions; (ii) an Employee
   whose right to make Pre-Tax Contributions or receive
   Matching Contributions has been suspended because of an
   election (other than certain one-time elections) not to
   participate; and (iii) an Employee who cannot make Pre-Tax
   Contributions or receive a Matching Contribution because
   Section 415(c)(1) or Section 415(e) of the Code prevents the
   Employee from receiving additional Annual Additions.  In the
   case of an eligible Employee who makes no Pre-Tax
   Contributions and who receives no Matching Contributions,
   the contribution ratio that is to be included in determining
   the actual contribution percentage is zero (0).

      (7)     For Plan Years beginning on or after January 1,
   1999, if the Corporation has elected to apply Code Section
   410(b)(4)(B) in determining whether  the Plan meets the
   requirements of Code Section 410(b), the Corporation may, in
   determining whether the arrangement meets the requirements
   of Section 5.4(c), exclude from consideration all eligible
   Employees (other than Highly Compensated Employees) who have
   not met the minimum age and service requirements of Code
   Section 410(a)(1)(A).

      (e)     DISTRIBUTION OF EXCESS CONTRIBUTIONS.  No later than
              ------------------------------------
the last day of each Plan Year, any "excess aggregate contributions"
and the income allocable thereto will be distributed to Participants
who made excess aggregate contributions during the preceding Plan
Year.  For purposes of this paragraph, an "excess aggregate
contribution" is the amount described in Section 401(m)(6)(B) of the
Code.  In order to determine the excess aggregate contributions
attributable to a particular Participant, the Advisory Committee shall
reduce the Matching Contributions made on behalf of Highly Compensated
Employees, beginning with the Highly Compensated Employees who have
the highest dollar amount of Matching Contributions, until the
<PAGE>
Matching Contributions of the Highly Compensated Employees do not
exceed the limitations mentioned in the preceding sentence.  For each
Highly Compensated Employee, the amount of excess aggregate
contributions for a Plan Year is equal to the total of employee,
matching and other contributions taken into account in performing the
actual contribution percentage test minus the Employee's actual
contribution ratio  multiplied by the Employee's Compensation.  The
income allocable to excess aggregate contributions was to be
determined by multiplying the income allocable to the Participant's
Matching Contributions Account for the Plan Year by a fraction, the
numerator of which is the excess aggregate contributions on behalf of
the Participant for the preceding Plan Year and the denominator of
which is the Participant's Matching Contributions Account balance on
the last business day of the preceding Plan Year.  The excess
aggregate contributions to be distributed to the Participant shall be
adjusted for income and losses.  In the case of a loss, the total
excess aggregate contributions would nonetheless be distributed to the
Participant, but the amount distributed could not exceed the
Participant's Matching Contributions Account balance.

      (f)     MULTIPLE USE OF THE ALTERNATIVE LIMITATION.  For
              ------------------------------------------
purposes of determining whether the limitations in Sections 4.3 and
5.4 are met, the Plan shall satisfy the test for multiple use of the
"alternative limitation" (as described in Sections
401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) of the Code) set forth in
Treasury Regulation Section 1.401(m)-2.  If multiple use of the
alternative limitation occurs with respect to two or more plans or
arrangements maintained by the Employer it must be corrected by
reducing the actual deferral percentage or actual contribution
percentage of Highly Compensated Employees in the manner described in
Treasury Regulation Section 1.401(m)-2(c)(3); provided that the
Employer may instead eliminate the multiple use of the alternative
limitation by making qualified nonelective contributions.

5.5.		PAYMENT OF EMPLOYER MATCHING CONTRIBUTIONS, PROFIT SHARING
                ----------------------------------------------------------
                CONTRIBUTIONS AND ESOP CONTRIBUTIONS.
                ------------------------------------

      Profit Sharing Contributions pursuant to Section 5.1, ESOP
Contributions pursuant to Section 5.2 and Employer Matching
Contributions pursuant to Section 5.4, may be paid within the Plan
Year for which such contribution is made or within the period
thereafter ending on the date by which the Corporation's Federal
income tax return for the corresponding year of deduction must be
filed, including any extensions of such date.  Employer Matching
Contributions and ESOP Contributions may be paid in cash or in
Employer Securities, in the discretion of the Corporation.  Profit
Sharing Contributions may be paid in cash or other property acceptable
to the Trustee.
<PAGE>
5.6.		CONDITIONAL NATURE OF CONTRIBUTIONS.
                -----------------------------------

      (a)     MISTAKE OF FACT.  Any contribution made to this Plan
              ---------------
by the Employer because of a mistake of fact shall be returned to the
Employer upon its request within one (1) year of the date of the
contribution.

      (b)     DEDUCTIBILITY.  Every contribution made by the
              -------------
Employer is conditional on its deductibility.  If the Internal Revenue
Service determines that all or part of a contribution is not
deductible, the contribution (to the extent that it is not deductible)
shall be refunded to the Employer upon its request within one (1) year
after the date of the disallowance.

      (c)     LIMITATIONS ON AMOUNTS RETURNED.  Notwithstanding
              -------------------------------
anything to the contrary, the maximum amount that may be returned to
the Employer pursuant to subparagraphs (a) and (b), above, is limited
to the portion of such contribution attributable to the mistake of
fact or the portion of such contribution deemed non-deductible (the
"excess contribution").  Earnings attributable to the excess
contribution will not be returned to the Employer, but losses
attributable thereto will reduce the amount so returned.  In no case
shall withdrawal of any excess contribution pursuant to subparagraphs
(a) and (b), above, reduce the balance of the Participant's account to
less than the balance would have been had the excess contribution not
been made.

                                 ARTICLE SIX
                                 -----------
                         INVESTMENT OF CONTRIBUTIONS
                         ---------------------------

6.1.		PARTICIPANT DIRECTED INDIVIDUAL ACCOUNT PLAN.
                --------------------------------------------

      (a)     GENERAL.  This Plan is intended to constitute a
              -------
participant directed individual account plan under Section 404(c) of
the Act with respect to those amounts held in the Pre-Tax Contribution
Account, the Employer Matching Contribution Account, the Profit
Sharing Account, the After-Tax Contribution Account, the ESOP Account
(to the extent qualified Participants may diversify such ESOP Account
pursuant to Section 6.4(b)) and, effective November 1, 1997, the
Rollover Contribution Account.  As such, Participants shall be
provided the opportunity to exercise control over some or all of the
assets in their accounts under the Plan.  The Board, pursuant to
uniform and non-discriminatory rules, shall establish three or more
Funds which provide each Participant with a broad range of investment
alternatives in accordance with Department of Labor Regulation Section
2550.404c-1(b)(3).  The Funds available under the Plan, and any
restrictions on such Funds, may be modified or supplemented from time
to time by action of the Board, without the necessity of a Plan
amendment.  In its discretion, the Board may delegate to the Advisory
Committee the responsibility and authority to modify or supplement the
Funds available under the Plan and to impose any restrictions on such
Funds.  If the Board delegates such authority to the Advisory
Committee, the Advisory Committee may add or delete Funds by action as
described in Section 12.1(c) of the Plan, without the necessity of a
Plan amendment.

      (b)     REQUIRED INFORMATION.  The Advisory Committee shall
              --------------------
provide each Participant with the opportunity to obtain sufficient
information to make informed decisions with regard to investment
alternatives available under the Plan, and incidents of ownership
appurtenant to such investments.  The Advisory Committee shall
promulgate and distribute to Participants an explanation that the Plan
is intended to comply with section 404(c) of the Act and any relief
from fiduciary liability resulting therefrom, a description of
investment alternatives available under the Plan, an explanation of
the circumstances under which Participants may give investment
instructions and any limitations thereon, along with all other
information and explanations required under Department of Labor
Regulation Section 2550.404c-1(b)(2)(B)(1).  In addition, the Advisory
Committee shall provide information to Participants upon request as
required by Department of Labor Regulation Section
2550.404c-1(b)(2)(B)(2).  Neither the Employer, Advisory Committee,
Trustee, or any other individual associated with the Plan or the
Employer shall give investment advice to Participants with respect to
Plan investments.  The providing of information pursuant to this
Section 6.1 shall not in any way be deemed to be the providing of
investment advice, and shall in no way obligate the Employer, Advisory
Committee, Trustee or any other individual associated with the Plan or
the Employer to provide any investment advice.

      (c)     IMPERMISSIBLE INVESTMENT INSTRUCTION.  The Advisory
              ------------------------------------
Committee shall decline to implement any Participant instructions if:
 (1) the instruction is inconsistent with any provisions of the Plan
or Trust Agreement; (2) the instruction is inconsistent with any
investment direction policies adopted by the Advisory Committee from
time to time; (3) implementing the instruction would not afford a Plan
fiduciary protection under section 404(c) of the Act; (4) implementing
the instruction would result in a prohibited transaction under Section
406 of the Act or Section 4975 of the Code; (5) implementing the
instruction would result in taxable income to the Plan; (6)
implementing the instruction would jeopardize the Plan's tax qualified
status; or (7) implementing the instruction could result in a loss in
excess of a Participant's account balance.  The Advisory Committee,
pursuant to uniform and nondiscriminatory rules, may promulgate
additional limitations on investment instruction consistent with
Section 404(c) of the Act from time to time.

      (d)     INDEPENDENT EXERCISE.  A Participant shall be given
              --------------------
the opportunity to make independent investment directions.  No Plan
fiduciary shall subject any Participant to improper influence with
respect to any investment decisions, and nor shall any Plan fiduciary
conceal any non-public facts regarding a Participant's Plan investment
unless disclosure is prohibited by law.  Plan fiduciaries shall remain
completely neutral in all regards with respect to Participant
investment direction.  A Plan fiduciary may not accept investment
instructions from a Participant known to be legally incompetent, and
any transactions with a fiduciary, otherwise permitted under this
Section 6.1 and the uniform and nondiscriminatory rules regarding
investment direction promulgated by the Advisory Committee, shall be
fair and reasonable to the Participant in accordance with Department
of Labor Regulation Section 404c-1(c)(3).
<PAGE>
      (e)     LIMITATION OF LIABILITY AND RESPONSIBILITY.  The
              ------------------------------------------
Trustee, the Advisory Committee and the Employer shall not be liable
for acting in accordance with the directions of a Participant pursuant
to this Section 6.1 or for failing to act in the absence of any such
direction.  The Trustee, the Advisory Committee and the Employer shall
not be responsible for any loss resulting from any direction made by a
Participant and shall have no duty to review any direction made by a
Participant.  The Trustee shall have no obligation to consult with any
Participant regarding the propriety or advisability of any selection
made by the Participant.

6.2.		DIRECTION BY PARTICIPANT.
                ------------------------


      As permitted by Section 6.1, the following specific rules
shall govern a Participant's ability to direct the investment of
amounts held in his various Accounts:

      (a)     INVESTMENT OF PRE-TAX CONTRIBUTIONS.  Subject to the
              -----------------------------------
provisions of this Section 6.2, each Participant shall designate, on a
form supplied by the Advisory Committee, signed by the Participant and
delivered to the Advisory Committee, the amounts credited to his
Pre-Tax Contribution Account that is to be invested in one or more of
the Funds (other than the ESOP Fund), individual life insurance
policies pursuant to Section 6.6 or in loans pursuant to Section 6.5.
 Each Participant may, except as otherwise provided in this Plan,
direct the investment of all of the amounts credited to his Pre-Tax
Contribution Account in a single Fund, or the Participant may direct
five percent (5%) increments (or multiples of five percent (5%)
increments) of amounts allocable to his Pre-Tax Contribution Account
to be invested in such Funds as he shall desire.  As set forth in
Section 3.2(c), if an eligible Employee becomes a Participant due to
the automatic enrollment provisions under Section 3.2(c), his Pre-Tax
Contributions made after the Automatic Enrollment Effective Date shall
be allocated to the Income Fund unless he designates the  Fund or
Funds to which such amounts should instead be allocated.

      (b)     INVESTMENT OF MATCHING CONTRIBUTIONS ACCOUNTS.
              ---------------------------------------------
Subject to the provisions of this Section 6.2, each Participant shall
designate, on a form supplied by the Advisory Committee, signed by the
Participant and delivered to the Advisory Committee, the amounts
credited to his Employer Matching Contribution Account that are to be
invested in one or more of the Funds (other than the ESOP Fund).  Each
Participant may, except as otherwise provided in this Plan, direct the
investment of all of the amounts credited to his Matching Contribution
Account in a single Fund, or the Participant may direct five percent
(5%) increments (or multiples of five percent (5%) increments) of
amounts allocable to his Matching Contribution Account to be invested
in such Funds as he shall desire.

      (c)     INVESTMENT OF ESOP CONTRIBUTIONS.  Except as otherwise
              --------------------------------
provided in Section 6.4(b), Participants shall not be allowed to
direct the investment of their ESOP Accounts.  Rather, all ESOP
Contributions allocable to each Participant's ESOP Account will
automatically be allocated to and invested as part of the ESOP Fund.
The investment of the ESOP Fund shall be in the discretion of the ESOP
Trustee, subject to the provisions of this Plan.  To the extent
permitted by Section 6.4(b) and subject to the provisions of this
Section 6.2, each qualified Participant may elect to direct the
investment of a portion of his ESOP Account in one or more of the
Funds (other than the ESOP Fund).  The direction shall be made on a
form supplied by the Advisory Committee, signed by the qualified
Participant and delivered to the Advisory Committee.  The portion of
the qualified Participant's ESOP Account that may be invested at the
qualified Participant's direction, as determined pursuant to Section
6.4(b), may be invested in a single Fund, or the qualified Participant
may direct five percent (5%) increments (or multiples of five percent
(5%) increments) of amounts allocable to his ESOP Account to be
invested in such Funds as he shall desire.

      (d)     INVESTMENT OF PROFIT SHARING AND AFTER-TAX
              ------------------------------------------
CONTRIBUTIONS ACCOUNTS.  Subject to the provisions of this Section
- ----------------------
6.2, each Participant shall designate, on a form supplied by the
Advisory Committee, signed by the Participant and delivered to the
Advisory Committee, the amounts credited to his Profit Sharing Account
or his After-Tax Contributions Account that are to be invested in one
or more of the Funds (other than the ESOP Fund).  Each Participant
may, except as otherwise provided in this Plan, direct the investment
of all the amounts credited to his Profit Sharing Account and his
After-Tax Contributions Account in a single Fund, or the Participant
may direct five percent (5%) increments (or multiples of five percent
(5%) increments) of amounts allocable to his Profit Sharing Account
and/or his After-Tax Contributions Accounts to be invested in such
Funds as he shall desire.

      (e)     LIMITATION ON INVESTMENTS IN ESOP FUND.  If there is
              --------------------------------------
then in effect with respect to the ESOP Fund a registration statement
or offering circular pursuant to the Securities Act of 1933, a
Participant may direct investment of any sums attributable to his
Pre-Tax Contribution Account to the ESOP Fund.  The Advisory Committee
shall determine, in its sole and exclusive discretion (but in reliance
upon legal counsel, if it desires), when sums allocable to the Pre-Tax
Contribution Accounts of Participants may be invested in the ESOP
Fund.  If permitted pursuant to uniform, nondiscriminatory rules
adopted by the Advisory Committee, to the extent provided in this
Section 6.2, it shall be permissible, if so directed by Participants,
for all sums allocable to the Employer Matching Contribution Accounts
to be invested in the ESOP Fund.  The ESOP Trustee is specifically
authorized and empowered, pursuant to this Plan and in accordance with
the terms and provisions of the ESOP Trust Agreement, to hold any
amount of "qualifying employer securities" (as defined in Section
407(d)(5) of the Act) without regard to the diversification
requirements of Section 404(a)(1)(C) and Section 407(a) of the Act, as
permitted pursuant to Section 404(a)(2) and Section 407(b)(1) of the
Act.

      (f)     NO DISTINCTION BETWEEN INCOME AND PRINCIPAL.  The
              -------------------------------------------
income of and gains of each Fund shall be added to the Fund and each
Fund shall be invested without distinction between principal and
income.
<PAGE>
      (g)     EFFECT OF WRITTEN INSTRUCTION.  The written investment
              -----------------------------
directive of a Participant shall be effective until another written
directive is received by the Advisory Committee.  Subject to the last
sentence of Section 3.2(c), the Trustee, in its discretion, will
invest the portion of the Participant's Accounts for which the
Participant has the right to issue, but has not issued, investment
directions in accordance with this Plan and the Trust Agreement.

      (h)     FORMER PARTICIPANTS AND BENEFICIARIES.  For purposes
              -------------------------------------
of this ARTICLE SIX, the term "Participant" shall be deemed to
include former Participants and Beneficiaries of any deceased
Participant.


      (i)     VOTING, TENDER OFFERS, OR SIMILAR RIGHTS.  Unless
              ----------------------------------------
passed through to the Participants, the Trustee, in its discretion,
shall vote all proxies relating to the exercise of voting, tender or
similar rights that are incidental to the ownership of any asset which
is held in any Fund, other than the ESOP Fund.

      (j)     INVESTMENT OF ROLLOVER CONTRIBUTION ACCOUNTS.
              --------------------------------------------
Effective November 1, 1997, subject to the provisions of this Section
6.2, each Employee shall designate, on a form supplied by the Advisory
Committee, signed by the Participant and delivered to the Advisory
Committee, the amounts credited to his Rollover Contribution Account
that are to be invested one or more of the Funds (other than the ESOP
Fund).  Each Participant may, except as otherwise provided in this
Plan, direct the investment of all of the amounts credited to his
Rollover Contribution Account in a single Fund, or the Participant may
direct five percent (5%) increments (or multiples of five percent (5%)
increments) of amounts allocable to his Rollover Contribution Account
to be invested in such Funds as he shall desire.

6.3.		CHANGE IN INVESTMENT DIRECTIONS.
                -------------------------------

      (a)     RULES.  Participants may elect to change their
              -----
investment directions with respect to future contributions during the
months of March, June, September and December, with the changes to be
effective as of the first day of the first payroll period beginning in
the next succeeding calendar quarter, if the notice of change is
received by the Advisory Committee at least ten (10) days prior to the
beginning of such calendar quarter or within such shorter period as
the Advisory Committee may prescribe pursuant to rules of uniform
application.

      (b)     GENERAL.  All changes shall be permitted subject to
              -------
the provisions of Section 6.2 regarding the available investments for
various types of contributions.  Any change shall be made pursuant to
a form provided by the Advisory Committee, signed by the Participant
and delivered to the Advisory Committee.
<PAGE>
6.4.		TRANSFERS BETWEEN INVESTMENT FUNDS.
                ----------------------------------

      (a)     GENERAL.  Except as provided in this Section 6.4, a
              -------
Participant may transfer all or a portion of his Accounts invested in
a Fund to another Fund or Funds as of the Accounting Date for which
such notice is given in accordance with uniformly applied
nondiscriminatory rules of the Advisory Committee.  All transfers
shall be subject to the requirements and limitations of Section 6.2.
Each such transfer shall be made pursuant to a form provided by the
Advisory Committee, signed by the Participant and delivered to the
Advisory Committee at least five (5) working days prior to the
Accounting Date for which such notice is given or within such shorter
period as the Advisory Committee may prescribe for the receipt of such
forms pursuant to rules of uniform application.  Transfers may be made
four (4) times each Plan Year, effective as of an Accounting Date.

      (b)     ESOP DIVERSIFICATION ELECTION.  ESOP Contributions
              -----------------------------
allocable to a Participant's ESOP Account and amounts transferred to
the ESOP Fund from amounts credited to a Participant's other Accounts
may not be transferred from the ESOP Fund to another Fund or Funds,
except as provided in this Section 6.4(b).  A Participant shall become
a "qualified Participant" and may elect to diversify his ESOP Account
after attaining age fifty-five (55) and being credited with ten (10)
or more years of participation in the Plan since the later of (1) the
date he commenced participation in the Plan or (2) January 1, 1988
(which is the date as of which the ESOP feature was added to this
Plan).  (In other words, no Participant will be allowed to diversify
his ESOP Account prior to January 1, 1998.)  A qualified Participant
may elect to diversify twenty-five percent (25%) of his or her ESOP
Account during the "qualified election period."  The "qualified
election period" is the six (6) year period commencing with the Plan
Year in which the Participant becomes a qualified Participant.  In
addition, in the final year of the six (6) year qualified election
period, a Participant may diversify fifty percent (50%) of his or her
ESOP Account balance.  A qualified Participant may elect to diversify
his ESOP Account by directing the investment of up to the available
percentage of such account (twenty-five percent (25%) or fifty percent
(50%) as the case may be) to one or more of the Funds (other than the
ESOP Fund) in accordance with the provisions of Sections 6.3 and 6.4,
commencing as of the first day of the first Plan Year falling within
the qualified election period.  Beginning with the first day of the
first Plan Year falling within the qualified election period, the
restrictions on the transfer of the portion of any Account other than
the ESOP Account from the ESOP Fund to any other Fund, as set forth in
the first sentence of this paragraph, shall no longer be applicable to
such qualified Participant and such transfers may be accomplished
pursuant to the rules of Section 6.4(a).

6.5.            LOANS TO PLAN PARTICIPANTS.
                --------------------------

      (a)     GENERAL.  The Advisory Committee is authorized to
              -------
direct the Administrative Trustee to make a loan or loans to a
Participant in an earmarked investment of the Participant's Accounts.
 Such loan shall be available to all Participants on a
non-discriminatory basis, except that the Advisory Committee may
refuse to make a loan or may limit a loan on the basis of credit
worthiness.  The Advisory Committee shall not direct the
<PAGE>
Administrative Trustee to make loans to Highly Compensated Employees
in amounts which, when expressed as a percentage of the Participant's
vested interest in his Accounts, are greater than those available to
other Participants; provided, however, that the Advisory Committee may
adopt a rule precluding loans of less than One Thousand Dollars
($1,000).  As a general rule, a Participant may not have more than one
(1) loan outstanding at any particular time and a Participant may not
receive a loan for a period of one (1) year following the repayment of
an earlier loan.  The limitations referred to in the preceding
sentence shall not apply if the Advisory Committee determines that the
Participant has a "hardship" within the meaning of Section 9.3.

      (b)     AMOUNT.  The total outstanding loans from the Trust
              ------
Fund to any Participant at any time shall not exceed the lesser of (a)
fifty percent (50%) of the Participant's vested interest in his
Accounts, or (b) ninety percent (90%) of the portion of the
Participant's Accounts that is invested in the Income Fund, both
determined as of the most recent Accounting Date for the Plan.  Any
loan which is made pursuant to this Section shall be treated as a
taxable distribution to the extent that it causes the outstanding
balance at any time of all loans from all "employee pension benefit
plans" (as defined in the Act) of the Employer and its Affiliates that
are intended to "qualify" under Section 401(a) of the Act to exceed
fifty percent (50%) of the present value of the Participant's
nonforfeitable accrued benefit under all such plans; provided that
such maximum shall not be less than Ten Thousand Dollars ($10,000.00)
nor more than Fifty Thousand Dollars ($50,000.00) with such Fifty
Thousand Dollar ($50,000.00) limitation to be reduced by the highest
outstanding loan balance during the twelve (12) month period preceding
the date on which a loan is made.  The Advisory Committee may, in the
exercise of its discretion, prohibit the making of any loan that would
be treated as a taxable distribution.  The Advisory Committee may also
impose such other limitations and restrictions with respect to the
amount of loans as it deems necessary or advisable, provided that such
limitations or restrictions shall be consistent with the applicable
provisions of the Act and the Code.

      (c)     SECURITY.  The loan shall be evidenced by the
              --------
Participant's promissory note and shall be secured by an assignment of
the Participant's vested interest in his Employer Contributions
Account and such additional collateral as the Advisory Committee shall
deem necessary, provided that in no event shall the loan be secured by
an assignment of more than fifty percent (50%) of the Participant's
vested nonforfeitable interest in his Accounts.  In determining
whether a pledge of additional collateral is necessary, the
Administrative Trustee shall consider the Participant's credit
worthiness and the impact on the Plan in the event of a default under
the loan prior to the Participant's Benefit Commencement Date.

      (d)     INTEREST RATE.  All loans shall bear interest at a
              -------------
rate determined by the Advisory Committee which shall be commensurate
with the interest rates charged by persons in the business of lending
money for similar loans.  Subject to the foregoing, the terms of any
loan shall be arrived at by mutual agreement between the
Administrative Trustee and the Participant pursuant to a uniform,
nondiscriminatory policy.
<PAGE>
      (e)     REPAYMENT.  All loans shall be repayable in monthly,
              ---------
quarterly or more frequent installments over a period not exceeding
five (5) years.  All loans shall be repayable by payroll withholdings
or in the case of a former Employee or an Employee on a leave of
absence by any other means acceptable to the Advisory Committee.
Repayments will be credited to the respective Accounts from which the
funds have been borrowed and shall be invested in the Income Fund.

      (f)     COSTS.  Any costs incurred or charged by the
              -----
Administrative Trustee to establish, process or collect the loan shall
be charged directly and solely to the Participant.  Any loan set-up
fees or expenses will be subtracted from the loan proceeds unless
other mutually agreeable arrangements are made by the Administrative
Trustee and the Participant.  Any other fees charged to process or
collect a loan (including, but not limited to, quarterly maintenance
fees) shall be paid by the Participant to the Administrative Trustee
by payroll deduction (in the case of an active Employee) or by such
other means as may be agreeable to the Administrative Trustee (in the
case of a former Employee or an Employee on leave of absence).

      (g)     TREATMENT OF EARNINGS OR LOSSES.  The portion of any
              -------------------------------
Participant's Account that is loaned to the Participant shall be
disregarded for purposes of allocating earnings or losses pursuant to
Section 8.3.  The loan shall be treated as a segregated or earmarked
investment of the appropriate Account and all principal and interest
payments made on the loan, and all losses suffered on the loan, shall
be allocated to the appropriate Account.

      (h)     DEFAULT.  In the event that the Participant does not
              -------
repay such loan or loans and the interest thereon in a timely fashion,
the Administrative Trustee may exercise every creditors right at law
or equity available to the Administrative Trustee.  The Administrative
Trustee may not, however, deduct or offset the payments in default or
the unpaid outstanding balance of the loan from or against the
Participant's Accounts until such time as the Account becomes payable
pursuant to the provisions of this Plan.  When payments become due
hereunder, the Administrative Trustee may deduct the total amount of
the loan then outstanding, together with any interest then due and
owing, from any payment or distribution (including any payment due to
the Participant's surviving spouse pursuant to Section 11.3) to which
such Participant or his Beneficiary or Beneficiaries may become
entitled.  Loan instruments may provide for acceleration of payment of
any unpaid balance in the event of a default following the
Participant's termination of employment.

      (i)     DISTRIBUTION.  A Participant who has (i) attained the
              ------------
age of fifty-nine and one-half (59-1/2) and has been a Participant in
the Plan for five (5) or more years or (ii) terminated employment with
the Employer shall be entitled to request to receive a distribution of
one or more of the notes representing a loan or loans made to such
Participant from the Plan pursuant to Section 6.5(a).  The Advisory
Committee shall honor such requests as soon as possible following the
receipt of all necessary forms.  Such request shall be subject to the
spousal consent requirements of Section 9.6.
<PAGE>
      (j)     SPOUSAL CONSENT.  No loan will be made to any married
              ---------------
Participant unless the Participant's spouse consents to the loan.  The
spouse's consent must be in writing, acknowledge the effect of the
loan on the benefits ultimately payable from the Plan and the effect
of the spouse's consent to the loan and be witnessed by a notary
public or a designated representative of the Advisory Committee.  The
consent must be filed with the Advisory Committee within the ninety
(90) day period ending on the date on which the loan is made.  A
spouse may not consent to Participant loans generally but rather must
consent to loans of specific amounts to be made at specified times and
on specified terms and conditions.  If the amount of the loan or the
terms and conditions under which the loan will be made are later
changed, a new consent will be required.  A new consent will be
required each time a Participant borrows money from the Plan.  No
spousal consent shall be required if the Advisory Committee
determines, in its sole and absolute discretion, that the spouse
cannot be located or other circumstances exist that preclude the
Participant from obtaining such consent (as permitted under the
applicable regulations issued by the United States Treasury
Department).  For purposes of this Section 6.5, the renewal of a loan
shall be treated as a new loan and spousal consent again shall be
required.

      (k)     SUSPENSION OF LOAN PAYMENTS UNDER CODE SECTION 414(U).
              -----------------------------------------------------
 Loan repayments will be suspended under the Plan as permitted under
Section 414(u) of the Code.

6.6.            LIFE INSURANCE.
                --------------

      (a)     AVAILABILITY.  Each Participant who was a Participant
              ------------
in the Plan and had a policy in force on or before October 30, 1985,
shall have the right to direct that a portion of his Employer Matching
Contribution Account (not credited to the ESOP Fund) and Pre-Tax
Contribution Account shall be invested in a policy or policies of
insurance upon his life.  All such investments shall be earmarked as
an investment of the Participant's Accounts.  Subject to the
provisions of this Section 6.6, a Participant may direct investment in
term life, universal life, and/or whole life policies and may specify
the percentages of his Accounts to be so invested.  All such
directives shall be made in writing to the Advisory Committee.  The
Participant shall also execute such application forms, statements and
claim forms as the Advisory Committee, Administrative Trustee or
insurer may reasonably request in connection with policies acquired
pursuant to the Participant's direction.  Notwithstanding anything in
this Section 6.6 to the contrary, Participants may not increase their
life insurance coverage beyond the levels in effect as of October 30,
1985.

      (b)     LIMITATION ON AMOUNT OF PREMIUMS.  In all cases, the
              --------------------------------
percentage of Pre-Tax Contributions and Employer Matching
Contributions, exclusive of income and appreciation thereon, used to
purchase whole life insurance policies must be less than fifty percent
(50%) of such contributions, and the percentage of contributions,
exclusive of income and appreciation thereon, used to purchase term
life or universal life insurance policies must be less than
twenty-five percent (25%) of such contributions.  In the event that
either a term or universal life insurance contract may be purchased
for a Participant in addition to a whole life insurance contract, the
sum of one-half (1/2) of the premiums on ordinary life insurance
contracts and all premiums on term life or universal life insurance
contracts shall not exceed twenty-five percent (25%) of such
contributions, exclusive of income and accruals thereon, allocable to
the Participant's respective Accounts.

      (c)     PREMIUMS AND DIVIDENDS.  The Advisory Committee shall
              ----------------------
take reasonable action to assure that premiums shall be paid when due.
 Dividends, refunds and other credits on policies shall be applied to
reduce premiums on such policies, to acquire additional paid-up
insurance benefits or may be taken in cash allocable to the
Participant's Accounts, as the Advisory Committee shall direct.  The
Advisory Committee may direct the Administrative Trustee to borrow
against policies to pay premiums thereon.  In the event that amounts
to be allocated toward the purchase of insurance policies are
insufficient to meet the required premium payments, the Advisory
Committee shall direct the Administrative Trustee to reduce policy
coverage amounts, to exchange or convert policies or to allow policies
to lapse.

      (d)     MODES OF SETTLEMENT.  The modes of settlement under
              -------------------
any policy acquired pursuant to this Section 6.6 shall be limited to
the forms of distribution described in this Section 6.6.  All policies
shall by their express terms be nontransferable by the Participant or
shall be rendered so prior to distribution to the Participant.

      (e)     DISTRIBUTIONS.  When benefits become payable to a
              -------------
Participant pursuant to this Section 6.6, and a policy is held for the
benefit of such Participant pursuant to this Section 6.6, the Advisory
Committee shall direct the Administrative Trustee either to (1)
surrender such policy in cash settlement (with such settlement being
allocable to the appropriate Accounts of the Participant), (2) convert
such policy to a nontransferable contract or contracts providing
payments in any form described in ARTICLE ELEVEN, without life
insurance coverage, and deliver such contract or contracts so
converted to the Participant, or (3) deliver such policy to the
Participant without conversion, after rendering such policy
nontransferable.

      (f)     RIGHTS OF PARTICIPANT.  The fact that any contract is
              ---------------------
issued or based on the life of a Participant shall not vest any right,
title or interest in such contract in the Participant except at the
time and upon the terms and conditions set forth in this Plan.

      (g)     TREATMENT OF INSURANCE POLICIES.  The portion of any
              -------------------------------
account or subaccount that is invested in an insurance policy on the
Participant's life shall be disregarded for purposes of allocating
earnings or losses pursuant to Section 8.3.  The insurance policy
shall be treated as a segregated or earmarked investment of the
appropriate Account and all premiums payable on the policy and all
dividends, credits, cash values, proceeds or other amounts payable
pursuant to the policy shall be credited or charged, as the case may
be, solely to that Account.
<PAGE>
                                 ARTICLE SEVEN
                                 -------------
                                 THE ESOP FUND
                                 -------------

7.1.            ESOP FUND.
                ---------

      (a)     GENERAL.  The ESOP Fund is an "employee stock
              -------
ownership plan" as defined in Section 407(d)(6) of the Act and Section
4975(e)(7) of the Code, which is designed to invest primarily in
Employer Securities.

      (b)     USE OF CONTRIBUTIONS AND DIVIDENDS.  All ESOP
              ----------------------------------
Contributions shall be used by the ESOP Trustee to acquire Employer
Securities to be held by the ESOP Fund or to pay the principal and
interest on any loan entered into pursuant to the provisions of this
ARTICLE SEVEN.  Dividends on shares of Employer Securities allocated
to the Loan Suspense Account and earnings on ESOP Contributions
allocated to the Loan Suspense Account may be used to repay any loan
entered into pursuant to this ARTICLE SEVEN.

      (c)     TRANSFERS TO FUND.  Subject to ARTICLE SIX,
              -----------------
Participants may transfer amounts allocable to their Employer Matching
Contribution Accounts to the ESOP Fund for the purpose of acquiring
Employer Securities; provided that amounts allocable to Participants'
Employer Matching Contribution Accounts may not be used to pay
principal and/or interest on any loan entered into pursuant to this
ARTICLE SEVEN, the proceeds of which were used by the ESOP Trustee to
acquire Employer Securities.  Amounts allocable to Participants'
Pre-Tax Contribution Accounts and After-Tax Contribution Accounts may
be invested in or transferred to the ESOP Fund only in accordance with
ARTICLE SIX and may not be used to pay principal and/or interest on
any loan entered into pursuant to this ARTICLE SEVEN, the proceeds of
which were used by the ESOP Trustee to acquire Employer Securities.

7.2.		LOANS TO ACQUIRE EMPLOYER SECURITIES.
                ------------------------------------

      (a)     BORROWING IN GENERAL.  The Advisory Committee shall
              --------------------
have the authority to direct the ESOP Trustee to borrow funds to
purchase Employer Securities.  In the event that such funds are
borrowed from, or the loan is guaranteed by, a "disqualified person,"
as defined in Section 4975(e)(2) of the Code, or a "party in
interest," as defined in Section (3)(14) of the Act, such loan shall
be made only in accordance with all of the provisions of this ARTICLE
SEVEN.  Any loan entered into by the ESOP Trustee in connection with
the purchase of Employer Securities shall be directed by the Advisory
Committee and shall be primarily for the benefit of Participants and
their Beneficiaries.

      (b)     USE OF LOAN PROCEEDS.  The proceeds of any loan shall
              --------------------
be used within a reasonable time after receipt only for all or any of
the following purposes:

      (1)     To acquire Employer Securities;
<PAGE>
      (2)     To repay the loan entered into in connection with
   the purchase of Employer Securities as provided in (a)
   above; or

      (3)     To repay a prior loan entered into in connection
   with the purchase of other Employer Securities.
   The provisions of this ARTICLE SEVEN are intended to be in accordance
   with Section 4975(d)(3) of the Code and applicable regulations
   thereunder and Section 408(b)(3) of the Act and applicable regulations
   thereunder.  This ARTICLE SEVEN is to be construed in a manner
   consistent with such intention.

7.3.		TERMS OF LOANS TO ACQUIRE EMPLOYER SECURITIES.
                ---------------------------------------------

      (a)     LOAN TERMS.  Any loan transaction entered into by the
              ----------
ESOP Trustee at the direction of the Advisory Committee in order to
purchase Employer Securities must, as determined in good faith by the
Advisory Committee at the time the loan is made, be at least as
favorable to the Plan as the terms of a comparable loan resulting from
an arm's-length negotiation between independent parties.  The interest
rate of any such loan must not be in excess of a reasonable rate of
interest considering the amount and duration of the loan, the security
and any guaranty involved, the credit standing of the Plan, the
guarantor, if any, and the interest rate prevailing for comparable
loans.  Any loan entered into in connection with this ARTICLE SEVEN
shall be for a specific term and may not be payable at the demand of
any person, except in the case of default.

      (b)     RECOURSE OF LENDER.  Any loan transaction entered into
              ------------------
by the ESOP Trustee in connection with this ARTICLE SEVEN shall
provide that the lender shall be without recourse against the ESOP
Fund, provided that the lender may have recourse against assets of the
Trust Fund that consist of (1) Employer Securities acquired with the
proceeds of the loan and provided as collateral for the loan, (2)
Employer Securities used as collateral on a prior loan repaid with the
proceeds of the current loan, (3) ESOP Contributions, other than ESOP
Contributions consisting of Employer Securities, that are made under
the Plan in order to enable the ESOP Trustee to meet its obligations
under the loan, (4) earnings attributable to the Employer Securities
given as collateral and (5) the earnings from investment of ESOP
Contributions credited to the Loan Suspense Account.

      (c)     LIMITATION ON PAYMENTS; ALLOCATION OF CONTRIBUTIONS.
              ---------------------------------------------------
Payments on a loan during a Plan Year shall not exceed an amount equal
to the sum of ESOP Contributions, other than ESOP Contributions
consisting of Employer Securities, made by the Employers in order to
enable the ESOP Trustee to meet its obligation under the loan,
together with earnings thereon and dividends on Employer Securities
allocated to the Loan Suspense Account, received during or prior to
the Plan Year, less payments on the loan in prior Plan Years.  Any
such ESOP Contributions and the earnings thereon and dividends on
Employer Securities allocated to the Loan Suspense Account shall be
<PAGE>
accounted for separately in the books of account of the Plan by
crediting such contributions, the earnings thereon and such dividends
to the Loan Suspense Account, rather than to the ESOP Accounts of
Participants.

      (d)     REMEDIES.  Any such loan shall also provide that in
              --------
the event of default, the value of Plan assets transferred in
satisfaction of the loan must not exceed the amount of default.  The
loan shall provide for a transfer of Plan assets upon default only
upon and to the extent of the failure of the Plan to meet the payment
schedule of the loan.

7.4.		THE LOAN SUSPENSE ACCOUNT.
                -------------------------

      (a)     ALLOCATIONS TO LOAN SUSPENSE ACCOUNT.  Employer
              ------------------------------------
Securities purchased with the proceeds of a loan entered into pursuant
to this ARTICLE SEVEN shall not be credited to ESOP Accounts, but
shall be credited to the Loan Suspense Account.  One (1) or more such
accounts may be established under this Section 7.4 with respect to one
(1) or more such loans.  ESOP Contributions and income thereon that
are to be utilized by the ESOP Trustee for the purpose of paying the
principal and interest on a loan entered into pursuant to this ARTICLE
SEVEN and dividends payable on Employer Securities allocated to the
Loan Suspense Account shall also be credited to the Loan Suspense
Account.

      (b)     RELEASE OF SHARES FROM LOAN SUSPENSE ACCOUNT.  As of
              --------------------------------------------
each Accounting Date during the duration of the loan, the number of
shares of Employer Securities released from the Loan Suspense Account
for allocation pursuant to Section 8.2 shall equal the number of
Employer Securities allocated to the Loan Suspense Account immediately
before release as of the Accounting Date multiplied by a fraction.
The numerator of the fraction is the principal and interest paid for
the period ending on the Accounting Date, and the denominator of the
fraction is the sum of the numerator plus all principal and interest
to be paid for all future periods, determined without taking into
account extensions, renewals or refinancings.  If the interest rate
under the loan is variable, the interest to be paid in future years
must be computed by using the interest rate applicable as of the
Accounting Date.  The foregoing method of release shall be utilized by
the Advisory Committee, unless the loan documents specifically require
the release of Employer Securities from the Loan Suspense Account for
allocation to the ESOP Accounts of Participants pursuant to
Section 8.2 in accordance with a different method permitted by
Section 4975(d)(3) of the Code and the regulations thereunder.  If the
Loan Suspense Account includes more than one (1) class of Employer
Securities, the number of Employer Securities of each class to be
released for a Plan Year must be determined by applying the same
fraction to each class.  Such released Employer Securities shall be
subject to allocation pursuant to Section 8.2.

7.5.		PUT OPTION.
                ----------

      (a)     GENERAL RULE.  Employer Securities distributed
              ------------
pursuant to ARTICLE ELEVEN shall be subject to a put option as
provided in this Section 7.5 if the Employer Securities are not
<PAGE>
publicly traded when the Employer Securities are distributed, or if
the Employer Securities are subject to a "trading limitation" when
distributed.  For purposes of this Section 7.5, a "trading
limitation" is a restriction under any Federal or state securities law
or any regulation thereunder affecting the security that would make
the Employer Securities not as freely tradeable as Employer Securities
not subject to the restriction.

      (b)     EXERCISE OF PUT OPTION.  The put option granted
              ----------------------
pursuant to this Section 7.5 may be exercisable by the Participant, a
donee of the Participant, a Beneficiary receiving the Employer
Securities or by any other person (including the Participant's estate
or its distributees) to whom the Employer Securities pass by reason of
the Participant's death.  In the event that Employer Securities are
subject to the put option granted by this Section 7.5, the holder of
the option may "put" the securities to the Corporation by notifying
the Corporation in writing that he is exercising the put option
granted by this Section 7.5.

      (c)     PRICE.  The price at which the option is exercisable
              -----
shall be the fair market value of the Employer Securities as of the
most recent Accounting Date under the Plan, with fair market value as
of such date being determined by an independent appraiser (as such
term is defined in Section 401(a)(28) of the Code) pursuant to
applicable regulations issued by the Internal Revenue Service;
provided, however, that if the holder of the put option is a
"disqualified person" as defined in Section 4975(e)(2) of the Code,
the fair market value shall be determined as of the date of exercise.

      (d)     PUT TO CORPORATION.  The put option granted pursuant
              ------------------
to this Section 7.5 shall extend to the Corporation and shall not
extend to the Plan.  However, the Advisory Committee shall have the
option to assume for the Plan the rights and obligations of the
Corporation at the time that the put option is exercised, if it so
desires.  Any other Affiliate may also assume the put exercise before
the Corporation.  If the Plan assumes the put, the put against the
Corporation and/or Affiliates shall be extinguished.

      (e)     PUT TO AFFILIATE.  In the event that, at the time a
              ----------------
loan is entered into pursuant to this ARTICLE SEVEN, it is known that
Federal or state law will be violated by the Corporation or another
Affiliate honoring the put option, the Corporation shall arrange for
put options to be exercised before a party which is an Affiliate,
having substantial net worth at the time the loan is made, and whose
net worth is reasonably expected to remain substantial.

      (f)     PERIOD OF EXERCISE.  The put option shall be
              ------------------
exercisable initially for a sixty (60) day period, beginning on the
date the security subject to the put option is distributed (the "first
put option period"), and for an additional sixty (60) day period in
the next following Plan Year (the "second put option period") if the
put is not exercised during the first put option period.  Upon the
close of the Plan Year during which the security is distributed, the
independent appraiser retained pursuant to Section 401(a)(28) of the
Code shall determine the value of the Employer Securities and the
Advisory Committee shall then notify each former Participant who did
not exercise the put option during the initial put option period of
the new value.  Unless regulations issued by the United States
Treasury Department provide otherwise, the second put option period
<PAGE>
shall then begin on the date such notice is given and shall end sixty
(60) days thereafter.  The period during which a put option pursuant
to this Section 7.5 shall be exercisable shall not include any time in
which a distributee is unable to exercise the put option because the
Corporation or other party bound by the put option is prohibited from
honoring it by applicable state or Federal law.

      (g)     CHANGE IN TRADING OF SECURITIES.  If a Participant
              -------------------------------
receives Employer Securities which are publicly traded without
restriction when distributed from the Trust Fund but which cease to be
so traded before the expiration of that former Participant's second
put option period, the put option provisions of this Section 7.5 may
be exercised by that former Participant during the balance (if any) of
the first and/or second put option periods.  The Corporation will
notify each such former Participant of the applicability of this
Section 7.5 in writing on or before the tenth (10th) day after the day
on which the Employer Securities previously distributed cease to be so
publicly traded.  The number of days between such tenth (10th) day and
the date on which notice is actually given, if later than the tenth
(10th) day, shall be added to the duration of the put option, if (but
only if) the notice is given, or required to be given, during a put
option period.  Any such notice shall inform distributees of the terms
of the put option that they are to hold.

      (h)     PAYMENT.  Deferred payments under an exercised put
              -------
option shall be permissible if adequate security and a reasonable
interest rate are provided.  If a put option is exercised with respect
to Employer Securities received as a lump sum distribution from the
Plan, payments may be made in a lump sum or in equal installments not
less frequently than annually, beginning within thirty (30) days after
the date the put option is exercised, for a period of not more than
five (5) years.  The determination of whether payment shall be made in
installments or in a lump sum shall be made by the party to whom the
Employer Securities may be put, in its sole discretion.  If a put
option is exercised with respect to Employer Securities received as
part of an installment distribution under the Plan, full payment for
the Employer Securities shall be made within thirty (30) days after
the put option is exercised.  Payment of the put option described in
this Section 7.5 shall not be restricted by the provisions of a loan
agreement or any other arrangement, including the terms of the
Corporation's or Affiliates' charters or articles of incorporation,
unless so required by applicable state law.

      (i)     OBLIGATION TO ACQUIRE SECURITIES.  Except as provided
              --------------------------------
above, the Plan may not otherwise obligate itself to acquire Employer
Securities from a particular Employer Security holder at an indefinite
time determined upon the happening of an event such as the death of
the holder.

<PAGE>
7.6.    RIGHT OF FIRST REFUSAL.
        ----------------------

        (a)     GENERAL RULE.  If any Participant or his Beneficiary
                ------------
to whom shares of Employer Securities are distributed from the Plan
shall, at any time, desire to sell some or all of such shares to a
third party, the Participant or Beneficiary shall, prior to such sale,
give written notice of such desire to the Employer and the Advisory
Committee, which notice shall set forth the number of shares offered
for sale, the proposed terms of the sale and the names and addresses
of both the Participant or Beneficiary and the third party.  Employer
Securities that were not acquired with the proceeds of an exempt loan
shall be subject to such rights of first refusal or other restrictions
as may be specified from time to time in the Employer's Articles of
Incorporation or By-Laws, or in any applicable agreement.  Employer
Securities that were acquired with the proceeds of an exempt loan
under this ARTICLE SEVEN shall be subject to the right of first
refusal described below Section 7.5.  The right of first refusal
provided by this Section shall not be applicable to any transfer of
Employer Securities at a time when such securities are listed on a
National Securities Exchange registered under Section 6 of the
Securities Exchange Act of 1934, or quoted on a system sponsored by a
national securities association registered under Section 15A(b) of the
Securities Exchange Act of 1934.

        (b)     TIME PERIODS.  Both the Advisory Committee, acting on
                ------------
behalf of the Plan, and the Employer shall each have a right of first
refusal for a period of fourteen (14) days from the date of such
written notice to acquire the shares of Employer Securities subject to
the sale.  As between the Advisory Committee and the Employer, the
Advisory Committee shall have priority to acquire the shares pursuant
to the right of first refusal.

        (c)     PRICE AND TERMS.  The selling price and other sale
                ---------------
terms under the right of first refusal shall be the same as offered by
the Participant and Beneficiary to the third party, unless the fair
market value of the Employer Securities as of the immediately
preceding Accounting Date, as determined by the independent appraiser
retained pursuant to Section 401(a)(28) of the Code, is higher, in
which case such higher price shall be paid.

        (d)     SALE TO THIRD PARTY.  If the Advisory Committee and
                -------------------
the Employer do not exercise their respective rights of first refusal
within the fourteen (14) day period provided above, the Participant or
his Beneficiary shall have the right, at any time following the
expiration of such fourteen (14) day period, to sell the Employer
Securities to the third party; provided, however, that (1) no sale
shall be made to the third party on terms more favorable to the third
party than the terms set forth in the written notice of sale delivered
to the Advisory Committee or Employer by the Participant or his
Beneficiary, and (2) if the sale is not made to the third party on the
terms offered to the Employer and the Advisory Committee, the Employer
Securities subject to such sale shall again be subject to the right of
first refusal set forth above.

        (e)     TRANSFER OF SHARES.  Following the Employer's or
                ------------------
Advisory Committee's exercise of the right of first refusal, the sale
shall take place at such place agreed upon between the Advisory
Committee or Employer and the Participant or Beneficiary, no later
than ten (10) days after the Employer or the Advisory Committee shall
have notified the Participant or Beneficiary of its exercise of the
right of first refusal.  The Participant or Beneficiary shall deliver
certificates representing the Employer Securities subject to such sale
duly endorsed in blank for transfer, or with stock powers attached
duly executed in blank with all required transfer tax stamps attached
<PAGE>
or provided for, and the Employer or the Advisory Committee shall
deliver the purchase price, or an appropriate portion thereof, to the
Participant or Beneficiary.

        (f)     OTHER RESTRICTIONS PROHIBITED.  Except as provided in
                -----------------------------
this Section or in Section 7.5, or as otherwise required by applicable
law, no Employer Securities acquired with the proceeds of an exempt
loan may be subject to put, call or option, or buy-sell or similar
arrangement, while held by and when distributed from this Plan,
whether or not the Plan is then an "employee stock ownership plan" as
defined in Section 4975(e)(7) of the Code.

7.7.    NONTERMINABLE PROTECTIONS AND RIGHTS.
        ------------------------------------

        The protections and rights accorded by Sections 7.5 and 7.6
to Participants and Beneficiaries or other persons (including the
Participant's estate or its distributees) to whom Employer Securities
pass by way of gift from the Participant or by reason of the
Participant's death shall never terminate, even if all loans described
in Section 7.2 have been repaid or the Plan ceases to be an "employee
stock ownership plan" as defined in Section 4975(e)(7) of the Code.
The fact that a put option is not exercisable pursuant to the
provisions of Section 7.5, however, shall not violate the requirements
of this Section 7.6.

                        ARTICLE EIGHT
                        -------------

                          ACCOUNTING
                          ----------

8.1.    INDIVIDUAL ACCOUNTS.
        -------------------

        A separate ESOP Account and Profit Sharing Account shall be
maintained for each Participant in the Plan.  A separate Pre-Tax
Contribution Account and Employer Matching Contribution Account shall
be maintained for each Participant who elects to make Pre-Tax
Contribution and on whose behalf an employer makes Employer Matching
Contributions.  In addition, a separate After-Tax Contribution Account
shall be maintained for each Participant who has made and not
withdrawn After-Tax Contributions. Finally, effective November 1,
1997, a separate Rollover Contribution Account shall be maintained for
each Employee who has made Rollover Contributions. The Accounts will
separately reflect balances derived from Profit Sharing Contributions,
Employer Matching Contributions, ESOP Contributions, Pre-Tax
Contributions, and After-Tax Contributions made by or on behalf of the
Participant and shall reflect the fair market value, as of the most
recent Accounting Date, of the Participant's interest in the Funds;
provided that the ESOP Fund shall be valued only as of each year-end
Accounting Date, except as otherwise required pursuant to this Plan.
Accounts shall not reflect amounts credited to the Loan Suspense
Account pursuant to ARTICLE SEVEN.  The Accounts shall reflect any
withdrawals, loans to Participants, life insurance acquisitions and
distributions to the Participant.  The establishment and maintenance
of separate Accounts for each Participant shall not be construed as
giving any person any interest in any specific assets of the Funds,
which shall be administered as separately identifiable commingled
<PAGE>
Funds, and as loan and life insurance investments, unless and until
otherwise directed by the Advisory Committee or expressly provided in
this Plan.

8.2.    ALLOCATION OF CONTRIBUTIONS.
        ---------------------------

        (a)     EMPLOYER MATCHING CONTRIBUTIONS.  Employer Matching
                -------------------------------
Contributions made pursuant to Section 5.4 shall be allocated among
the Employer Matching Contribution Accounts of Participants who were
Employees of the Employers during the Plan Year by crediting each such
respective Participant's Employer Matching Contribution Account with
the Employer Matching Contribution made on his behalf.

        (b)     ESOP CONTRIBUTIONS AND EMPLOYER SECURITIES RELEASED
                ---------------------------------------------------
FROM THE LOAN SUSPENSE ACCOUNT.  Regular ESOP Contributions made
- ------------------------------
pursuant to Section 5.2(a) that are not allocated to the Loan Suspense
Account pursuant to Section 7.4 shall be allocated to the ESOP Account
of each eligible Participant by crediting each such Participant's ESOP
Account in the ratio that each such Participant's Earnings for the
Plan Year bear to the Earnings of all such Participants for the Plan
Year.  Employer Securities allocated to the Loan Suspense Account that
become subject to allocation to ESOP Accounts pursuant to Sections 7.4
which are attributable to ESOP Contributions used by the ESOP Trustee
to meet its obligations under a loan pursuant to Section 7.2 shall be
allocable as of the year-end Accounting Date on which such Employer
Securities are released from the Loan Suspense Account among the ESOP
Accounts of all eligible Participants in the ratio that each such
Participant's Earnings for such Plan Year bear to the Earnings for
such Plan Year of all such Participants.  Special ESOP Contributions
made pursuant to Section 5.2(b) and special "per capita" ESOP
Contributions made pursuant to Section 5.2(c) shall be allocated to
the ESOP Account of each eligible Participant on whose behalf such a
contribution has been made in such amount and under terms and
conditions as the Board shall direct, in its sole and absolute
discretion. To the extent such special ESOP Contributions and special
"per capita" ESOP Contributions are used to meet the ESOP Trustee's
obligations under a loan pursuant to Section 7.2, Employer Securities
allocated to the Loan Suspense Account which become allocable to
Participants as a result of these special contributions, shall be
allocated in an equitable manner.  Only Earnings earned while the
Participant is eligible to participate in the Plan will be considered
for purposes of this paragraph.  Notwithstanding anything to the
contrary herein, encumbered Employer Securities released from the Loan
Suspense Account shall be allocated to Participant's ESOP Accounts in
shares of Employer Securities or other non-monetary units rather than
by dollar amounts.

        (c)     PROFIT SHARING CONTRIBUTIONS.  Regular Profit Sharing
                ----------------------------
Contributions made pursuant to Section 5.1(a) shall be allocated to
the Profit Sharing Account of each eligible Participant by crediting
each such Participant's Profit Sharing Account in the same ratio that
each such Participant's Earnings for the Plan Year bear to the
Earnings of all such Participants for the Plan Year.  Special Profit
<PAGE>
Sharing Contributions made pursuant to Section 5.1(b) and special "per
capita" Profit Sharing Contributions made pursuant to Section 5.1(c)
shall be allocated to the Profit Sharing Accounts of each eligible
Participant on whose behalf such a contribution has been made in such
amount and under such terms and conditions as the Board shall direct,
in its sole and absolute discretion.

        (d)     FORFEITURES.  Forfeitures from a Profit Sharing
                -----------
Account or an ESOP Account that become available for allocation
pursuant to Sections 10.3 and 11.8 that are not used to restore prior
forfeitures pursuant to Sections 10.4 and 11.8 shall be allocated to
the Profit Sharing Accounts or ESOP Accounts (as the case may be) of
each eligible Participant in the same ratio that each such eligible
Participant's Earnings for the Plan Year bear to the Earnings of all
such eligible Participants for the Plan Year.

        (e)     ELIGIBLE PARTICIPANTS.  As a general rule, a
                ---------------------
Participant will be entitled to share in the allocation of Profit
Sharing Contributions, ESOP Contributions, Employer Securities
released from the Loan Suspense Account, or forfeitures for a Plan
Year only if the Participant is in the active employ of the Employer
on the last day of the Plan Year and has completed at least one
thousand (1,000) Hours of Service during the Plan Year.  If a
Participant dies, retires on or after his Normal Retirement Date, or
terminates employment due to a Disability during a Plan Year, however,
the Participant shall be entitled to share in the allocations for that
Plan Year regardless of whether the Participant is employed on the
last day of the Plan Year or whether the Participant completes one
thousand (1,000) Hours of Service during the Plan Year.  A
Non-Contributing Participant who satisfies the requirements noted
above shall be considered to be a "Participant" pursuant to this
Section.

        (f)     TOP HEAVY ALLOCATIONS.  Notwithstanding anything to
                ---------------------
the contrary in this Section or any other provision of this Plan, in
any Plan Year in which the Plan is Top Heavy or Super Top Heavy, the
Employer shall make a special ESOP Contribution on behalf of each
Participant who is not a Key Employee for the Plan Year in such amount
as may be necessary to assure that the sum of the Employer Matching
Contributions, Profit Sharing Contributions, ESOP Contributions, and
forfeitures, if any, allocated to the Participant's accounts equals at
least the "minimum required contribution."  The "minimum required
contribution" is the lesser of (a) three percent (3%) of the
Participant's Compensation for the Plan Year or (b) if the Employer
does not have a defined benefit plan which is enabled to satisfy
Section 401 of the Code by this Plan, the Participant's Compensation
for the Plan Year multiplied by the "Employer contribution
percentage" for such Plan Year for the Key Employee for whom the
"Employer contribution percentage" is the highest.  For this purpose,
the "Employer contribution percentage" shall equal the sum of the
Employer Matching Contributions, Profit Sharing Contributions and ESOP
Contributions and forfeitures allocated to a Participant divided by
the Compensation of the Participant.  The minimum required
contribution called for by this paragraph will be determined without
regard to Employer contributions to the Social Security System.  The
special ESOP Contribution called for by this paragraph shall be
allocated on behalf of all Employees who are not Key Employees for the
Plan Year and who are employed by the Employer on the last day of the
Plan Year.  This special ESOP Contribution shall be made regardless of
<PAGE>
any provision in this Plan requiring (as a condition of allocation of
the ESOP Contribution for the Plan Year) payment of Pre-Tax
Contributions.  In determining whether the minimum required
contribution provisions of this Section have been satisfied, all
Employer contributions and forfeiture allocations for the Plan Year
under all "defined contribution plans," as defined in Section 414(i)
of the Code, maintained by the Employer or an Affiliate shall be
considered as allocable under this Plan.  If a non-Key Employee who is
participating in this Plan is covered under a "defined benefit plan,"
as defined in Section 414(j) of the Code, sponsored by the Employer or
an Affiliate, no minimum required contribution allocation shall be
required pursuant to this paragraph if such Employee is provided with
a top heavy minimum defined benefit pursuant to the defined benefit
plan.  All special ESOP Contributions made pursuant to this paragraph
on behalf of a Participant shall be allocated to that Participant's
ESOP Contributions Account.  In determining the amount of the minimum
required contribution, the Pre-Tax Contributions made by Highly
Compensated Employees shall be treated as Employer Matching
Contributions, and such Pre-Tax Contributions shall be taken into
account in determining the employer contribution percentage of Highly
Compensated Employees.  The Pre-Tax Contributions made by non-Highly
Compensated Employees shall be disregarded.

        (g)     ALLOCATION TO CERTAIN PERSONS PROHIBITED.
                ----------------------------------------
Notwithstanding the foregoing, no portion of the assets of the Plan
attributable (or allocable in lieu of) Employer Securities acquired by
the Plan in a sale to which Section 1042 of the Code applies may
accrue or be allocated directly or indirectly under any Plan of the
Employer meeting the requirements of Section 401(a) of the Code during
the "nonallocation period", as defined in Section 409(n)(3)(C) of the
Code, for the benefit of (1) any taxpayer who makes an election under
Section 1042(a) of the Code with respect to Employer Securities or (2)
any individual who is related to the taxpayer within the meaning of
Section 267(b) of the Code.  Clause (2) of the preceding sentence
paragraph shall not apply to any individual if the individual is the
lineal descendant of the taxpayer and the aggregate  amount allocated
to the benefit of all lineal descendants during the nonallocation
period does not exceed more than five percent (5%) of the Employer
Securities (or amounts allocated in lieu thereof) held by the Plan
which are attributable to a sale to the Plan by any person related to
such descendants (within the meaning of Section 267(c)(4) of the Code)
in a transaction to which Section 1042 of the Code applied.

        (h)     ROLLOVER CONTRIBUTIONS.  Effective November 1, 1997,
                ----------------------
the Rollover Contributions of an Employee shall be credited to his
Rollover Contributions Account.

8.3.    VALUATION AND ADJUSTMENT.
        ------------------------
        The Advisory Committee shall determine the fair market value
of the Accounts as follows:

        (a)     First, as of each Accounting Date, the Advisory
Committee shall credit to the proper Accounts all Pre-Tax
Contributions, loan repayments and insurance premium payments.

        (b)     Second, as of each Accounting Date, the Advisory
Committee shall charge to the proper Accounts all withdrawals or
distributions made since the most recent Accounting Date that have not
previously been charged to Accounts.

        (c)     Third, as of each Accounting Date, the Advisory
Committee  shall credit each Participant's Accounts with their pro
rata share of any increase, or charge each Participant's Accounts with
their pro rata share of any decrease, in the fair market value of the
Funds to which the Accounts are allocated as of the current Accounting
Date; provided that such adjustment to ESOP Accounts shall be made
only as of the year-end Accounting Date.  Dividends on shares of
Employer Securities which have been allocated to the Participant's
ESOP Accounts shall be credited first to a cash fund maintained by the
Trustee.  Dividends so credited to the cash fund shall be used to
purchase additional Employer Securities, which, pursuant to this
Section 8.3(c), shall be credited, on a pro rata basis, to each
Participant's ESOP Account; provided that such adjustment to ESOP
Accounts shall be made only as of the year-end Accounting Date.
Dividends on shares of Employer Securities which are held in the Loan
Suspense Account created pursuant to Section 7.4(a) shall be used
along with the Employer's ESOP Contributions to repay the loan as
provided in Section 7.1(b).

        (d)     Fourth, as of each Accounting Date, the Advisory
Committee shall charge and credit to the proper Accounts the amounts
transferred from one Fund to another, as provided in Section 6.4 of
the Plan.

        (e)     Fifth, if the Accounting Date is the final Accounting
Date of the Plan Year, the Advisory Committee shall credit to the
proper Accounts the annual Employer Matching Contributions and ESOP
Contributions to be allocated for that Plan Year, in accordance with
Section 8.2 of the Plan, to the extent not already allocated thereto,
subject to the provisions of ARTICLE SEVEN.  Forfeitures becoming
allocable pursuant to Section 10.3 or 11.8 shall similarly be
allocated.

As noted in Section 2.1(a), the Accounting Dates vary, depending on
the type of Account (i.e., Pre-Tax Contribution Account, ESOP Account
or other account) involved.  The adjustments called for by this
Section as of a particular date shall only be made to those Accounts
for which such date is an Accounting Date.
<PAGE>
8.4.    STATEMENTS TO PARTICIPANTS.
        --------------------------
        At least annually, the Advisory Committee shall furnish to
each Participant a statement showing his Account balances in the
respective Funds as of such date.

8.5.    LIMITATION ON ANNUAL ADDITIONS.
        ------------------------------
        (a)     GENERAL RULE.  Notwithstanding anything in this Plan
                ------------
to the contrary, except as provided in this Section 8.5, the Annual
Additions to be allocated to the Accounts of a Participant for any
Plan Year shall not exceed an amount equal to the lesser of (1) Thirty
Thousand Dollars ($30,000) (or such greater amount as may be permitted
under Section 415(d)) (the "dollar limitation"), or (2) twenty-five
percent (25%) of the Compensation of the Participant for the Plan Year
(the "compensation limitation").  If no more than one-third (1/3) of
the ESOP Contribution for a Plan Year is allocable to the ESOP
Accounts of Highly Compensated Employees, the limitations imposed by
this Section 8.5(a) and Section 415 of the Code shall not apply to (1)
forfeitures of Employer Securities (within the meaning of Section 409
of the Code) if such Employer securities were acquired with the
proceeds of a loan described in Section 404(a)(9)(A) of the Code, or
(2) Employer Contributions to the Plan that are deductible under
Section 404(a)(9)(B) of the Code and charged against the Participant's
Account.

        (b)     EXCLUSION OF INTEREST PAYMENTS.  For any "special
                ------------------------------
permissible allocation year," the limitations imposed by this
Section 8.5 shall not apply to, and the Participant's Annual Addition
shall be determined without regard to, any ESOP Contributions which
are applied to pay interest on an exempt loan.  For purposes of this
Section 8.5, an "exempt loan" is a loan described in ARTICLE SEVEN,
incurred for the purpose of acquiring Employer Securities.

        (c)     MULTIPLE DEFINED CONTRIBUTION PLANS.  The limitations
                -----------------------------------
of this Section 8.5 with respect to any Participant who is at any time
participating in any other "defined contribution plan," as defined in
Section 414(i) of the Code, maintained by the Corporation or by an
Affiliate shall apply as if the total Annual Additions under all such
defined contribution plans in which the Participant is participating
were allocated under this Plan.

        (d)     ADJUSTING ANNUAL ADDITIONS.  In the event it is
                --------------------------
necessary to limit the Annual Additions to the Accounts of a
Participant under this Plan, the Advisory Committee shall limit the
allocation of Pre-Tax Contributions to the Participant's Pre-Tax
Contribution Account and/or return any such excess Pre-Tax
Contribution plus earnings allocable to any such excess Pre-Tax
Contributions to the Participant.  The earnings allocable to any
excess Pre-Tax Contribution shall be determined in a manner consistent
with determining the earnings allocable to excess Pre-Tax
Contributions in Section 4.3(d).  After such limitation and/or return,
if necessary, Employer Matching Contributions shall be reallocated.
Amounts that would be allocable to the Employer Matching Contribution
<PAGE>
Account of the Participant but for the provisions of this Section 8.5
shall be used to reduce Employer Matching Contributions to the Trust
Fund and shall be allocable as a part of the Employer Matching
Contributions allocable to the Employer Matching Contribution Accounts
of Participants with respect to whom allocations of Employer Matching
Contributions are not limited by this Section 8.5.  If further
limitation is required by this Section 8.5, the Advisory Committee
shall allocate that portion of the Employer Matching Contribution that
would cause the limitations of this Section 8.5 to be exceeded to a
suspense account in which such sums shall be held to be allocated on a
first-in-first-out basis in reduction of Employer Matching
Contributions prior to the allocation of additional Employer Matching
Contributions, to the extent permitted under this Section 8.5.  In the
event that, after the reallocation of the Employer Contribution
pursuant to this Section 8.5, the amount allocable as Annual Additions
remain in excess of the limitations of this Section 8.5, the Advisory
Committee shall return the Pre-Tax Contributions of the Participant to
the extent necessary to satisfy such limitations.  No Employer
Matching Contribution shall be made or allocated as a result of such
Pre-Tax Contributions until allocated from the suspense account.
Further reductions or adjustments to the methods described above for
adjusting the Accounts of Participants may be made pursuant to the
directions of the Advisory Committee and may be made pursuant to
priorities established under related defined contribution plans.

        (e)     TREATMENT OF ESOP CONTRIBUTIONS ALLOCATED TO LOAN
                -------------------------------------------------
SUSPENSE ACCOUNT.  In computing the limitation on Annual Additions
- ----------------
pursuant to this Section 8.5, solely for the purposes of this
Section 8.5, the Advisory Committee shall compute the ESOP
Contribution allocable to ESOP Accounts as though no part of the ESOP
Contribution for the Plan Year is allocable to the Loan Suspense
Account, but rather as though the entire ESOP Contribution is subject
to allocation pursuant to Section 8.2.

        (f)     DEFINED BENEFIT PLAN PARTICIPANTS.  For Plan Years
                ---------------------------------
beginning before January 1, 2000, in any case where a Participant
under this Plan is also a participant in one or more "defined benefit
plans," as defined in Section 414(j) of the Code, maintained by the
Employer or by an Affiliate of the Employer, the sum of the "defined
benefit plan fraction" under such plan or plans and the "defined
contribution plan fraction" under this Plan and all other defined
contribution plans shall not exceed one (1.0).

        (g)     DEFINED BENEFIT PLAN FRACTION.  The "defined benefit
                -----------------------------
plan fraction" for any Plan Year is a fraction, the numerator of which
is the projected annual benefit payable to the Participant as of the
close of the current Plan Year under all defined benefit plans
(whether or not terminated) maintained by the Employer and the
denominator of which is the lesser of one hundred twenty-five percent
(125%) of the defined benefit plan dollar limitation in effect for the
Plan Year under Section 415(b)(1)(A) of the Code, as adjusted pursuant
to Section 415(d) of the Code, or one hundred forty percent (140%) of
the Participant's average Compensation for the three (3) Plan Years
during which such Compensation is the highest.  For any Plan Year for
which the Plan is Top Heavy, the denominator of the defined benefit
plan fraction will be the lesser of one hundred percent (100%) (rather
than one hundred twenty-five percent (125%)) of the defined benefit
plan dollar limitation referred to in the preceding sentence, as in
<PAGE>
effect for the Plan Year under Section 415(b)(1)(A) of the Code, or
one hundred forty percent (140%) of the Participant's average
Compensation for the three (3) Plan Years during which Compensation is
highest, unless both of the following conditions are satisfied, in
which case the defined benefit plan fraction shall be calculated as
set forth in the preceding sentence:

        (1)     The Plan is not a Super Top Heavy Plan; and
        (2)     The contributions or benefits on behalf of all Participants
     other than Key Employees meet the requirements of Section 416(h) of
     the Code.

Notwithstanding the above, if a Participant was a participant in one
or more defined benefit plans maintained by the Employer or an
Affiliate which were in existence on May 6, 1986, the denominator of
the defined benefit plan fraction will not be less than one hundred
twenty-five percent (125%) of the sum of the annual benefits under
such plans which the Participant had accrued as of the close of the
last Plan Year beginning on or before December 31, 1986, calculated as
if the Participant had terminated employment on the last day of said
Plan Year.  In calculating a Participant's benefits, the Advisory
Committee shall disregard changes in the terms and conditions of such
plans occurring on or after May 6, 1986, and cost-of-living
adjustments occurring on or after May 6, 1986.  The preceding two
sentences shall only apply if the defined benefit plans individually
and in the aggregate satisfy the requirements of Section 415 of the
Code as in effect at the end of the 1986 Plan Year.

        (h)     DEFINED CONTRIBUTION PLAN FRACTION.  The "defined
                ----------------------------------
contribution plan fraction" for any Plan Year is a fraction, the
numerator of which is the sum of the Annual Additions to the
Participant's accounts under all the defined contribution plans
(whether or not terminated) maintained by the Employer for the current
and all prior Plan Years (including the Annual Additions attributable
to the Participant's nondeductible employee contributions to any
defined benefit plan, whether or not terminated, maintained by the
Employer) and the denominator of which is the sum of the "maximum
aggregate amounts" for the current and all prior Plan Years of service
with the Employer, regardless of whether a plan was maintained by the
Employer during such years.  The "maximum aggregate amount" in any
Plan Year is the lesser of one hundred twenty-five percent (125%) of
the dollar limitation in effect under Section 415(c)(1)(A) of the Code
or thirty-five percent (35%) of the Participant's Compensation for
such year.  For any Plan Year for which the Plan is a Top Heavy Plan,
the "maximum aggregate amount" is the lesser of one hundred percent
(100%) (rather than one hundred twenty-five percent (125%)) of the
dollar limitation in effect under Section 415(c)(1)(A) of the Code or
thirty-five percent (35%) of the Participant's Compensation for such
year, unless both of the following conditions are satisfied:

        (1)     The Plan is not a Super Top Heavy Plan; and
        (2)     The contributions or benefits on behalf of all
      Participants other than Key Employees meet the requirements
      of Section 416(h) of the Code.
<PAGE>
of a Participant was a participant in one or more defined contribution
plans and one or more defined benefit plans maintained by the Employer
which were in existence on May 6, 1986, and which satisfied all of the
requirements of Section 415 of the Code for all limitation years
beginning before January 1, 1987, the numerator of this fraction will
be adjusted if the sum of this fraction and the defined benefit plan
fraction would otherwise exceed one (1.0) under the terms of this
Plan.  The adjustment shall be made by permanently subtracting from
the numerator of the defined contribution fraction an amount equal to
the product of (1) the excess of the sum of the fractions over one
(1.0) and (2) the denominator of the defined contribution fraction as
of the "determination date."  For this purpose, the "determination
date" is the last day of the last Plan Year commencing on or before
December 31, 1986.  Changes in the terms and conditions of any plan
after May 5, 1986, must be disregarded in adjusting the defined
contribution plan fraction.  The adjustment will be made only after
eliminating any accruals under this or any other Plan which are in
excess of the accruals permitted pursuant to Section 415 of the Code.

        (i)     ADJUSTMENTS.  In the event it is necessary to adjust
                -----------
benefits and/or contributions to prevent the combined fraction from
being exceeded in a Plan Year, the Participant's benefits under the
defined benefit plan shall be reduced so as to eliminate any excess
over the combined fraction, and such reduction shall be made, if
necessary, prior to the allocation of contributions to Accounts.  Any
further reductions necessary shall be made by reducing the Annual
Additions under this Plan as provided above, then by reducing Annual
Additions in the manner and priority set out above with respect to
other defined contribution plans, if any.

        (j)     TREATMENT OF AFFILIATES.  For purposes of this
                -----------------------
Section, the Employer and all of its Affiliates shall be treated as a
single entity and any plans maintained by an Affiliate shall be deemed
to be maintained by the Employer.

8.6.    VALUATION OF EMPLOYER SECURITIES.
        --------------------------------

        In the event that Employer Securities credited to the ESOP
Fund are not readily tradeable on an established securities market,
the fair market value of such securities must be determined by an
independent appraiser meeting the requirements of Section
401(a)(28)(C) of the Code.

                        ARTICLE NINE
                        ------------

        WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT
        ----------------------------------------------

9.1.    WITHDRAWALS FROM THE AFTER-TAX CONTRIBUTION ACCOUNT.
        ---------------------------------------------------
<PAGE>
        Subject to the provisions of this ARTICLE NINE, a
Participant may withdraw all or part of the amount credited to his
After-Tax Contribution Account, determined as of the most recent
Participant Account status report available at the time his notice of
withdrawal is received by the Advisory Committee.  Withdrawals
pursuant to this Section 9.1 shall be requested on a form supplied by
the Advisory Committee, signed by the Participant and delivered to the
Advisory Committee.  All such withdrawals shall be subject to the
spousal consent requirements of Section 9.6.  Amounts withdrawn from a
Participant's After-Tax Contributions Account shall be charged against
the subaccounts within that account in the following order:

        (1)     Withdrawals will first be charged against the
subaccount established to record the After-Tax Contributions
made by the Participant on or before December 31, 1986, and
the earnings or losses thereon (the "pre-1987 subaccount")
until an amount equal to the lesser of the After-Tax
Contributions made by the Participant on or before
December 31, 1986, or the value of such subaccount has been
charged against such subaccount.

        (2)     Withdrawals will then be charged against the
subaccount established to record the After-Tax Contributions
made by the Participant on or after January 1, 1987, and the
earnings or losses thereon (the "post-1986 subaccount")
unless and until such subaccount is depleted.

        (3)     Any remaining withdrawals will be charged against
the earnings remaining in the pre-1987 subaccount.

The minimum withdrawal shall be the lesser of One Thousand Dollars
($1,000) or the amount credited to the After-Tax Contribution Account.

9.2.    IN-SERVICE WITHDRAWALS FROM THE EMPLOYER MATCHING CONTRIBUTION
        --------------------------------------------------------------
        ACCOUNT AND THE PROFIT SHARING ACCOUNT.
        --------------------------------------

        (a)     ELIGIBILITY.
                -----------

        (1)     ELIGIBILITY FOR WITHDRAWALS FROM THE EMPLOYER
                ---------------------------------------------
MATCHING CONTRIBUTION ACCOUNT.  A Participant who has
- -----------------------------
attained the age of fifty-nine and one-half (59-1/2) years
may withdraw all amounts credited to his Employer Matching
Contribution Account (other than amounts invested in the
ESOP Fund), provided that Employer Matching Contributions
credited to that Account within the two (2) Plan Years
preceding the Plan Year of withdrawal may not be withdrawn
unless such Participant has participated in the Plan for
five (5) or more years.  No hardship withdrawals may be made
from the Participant's Employer Matching Account or ESOP Account.
<PAGE>
        (2)     ELIGIBILITY FOR WITHDRAWALS FROM THE PROFIT
                -------------------------------------------
SHARING ACCOUNT.  A Participant who has attained the age of
- ---------------
fifty-nine and one-half (59-1/2) years may withdraw all
amounts credited to his Profit Sharing Account (other than
amounts invested in the ESOP Fund).  In the event of a
"hardship" as determined by the Advisory Committee
pursuant to Section 9.3(c), (d), and (e), a Participant who
has withdrawn all amounts permitted to be withdrawn under
Section 9.1, Section 9.2(a), and the preceding sentence may
withdraw fifty percent (50%) of the remaining amounts, if
any, credited to his Profit Sharing Account, other than
amounts that are credited to the ESOP Fund, determined as of
the most recent Participant Account status report available
at the time his notice of withdrawal is received by the
Advisory Committee.  A Participant may not make a withdrawal
from his Profit Sharing Account unless the Participant has a
one hundred percent (100%) vested interest in that account.

        (b)     PROCEDURES AND LIMITATIONS.  Withdrawals pursuant to
                --------------------------
this Section 9.2 shall be subject to the spousal consent requirements
of Section 9.6 and shall be requested on a form supplied by the
Advisory Committee, signed by the Participant, and delivered to the
Advisory Committee.  In addition, the following limitations shall
apply:

        (1)     LIMITATIONS ON AMOUNTS WITHDRAWN FROM THE
                -----------------------------------------
EMPLOYER MATCHING CONTRIBUTIONS ACCOUNT.  The minimum amount
- ---------------------------------------
subject to withdrawal pursuant to this Section from an
Employer Matching Contributions Account is the lesser of:
(i) One Thousand Dollars ($1,000.00); or (ii) the portion of
the Account that is invested in the Income Fund.
Withdrawals from the Employer Matching Contribution Account
may only be made from the Income Fund and such withdrawal
shall be charged against the Income Fund.

        (2)     LIMITATIONS ON AMOUNTS WITHDRAWN FROM THE PROFIT
                ------------------------------------------------
SHARING ACCOUNT.  The minimum amount subject to withdrawal
- ---------------
pursuant to this Section from a Profit Sharing Account shall
be One Thousand Dollars ($1,000).

9.3.    WITHDRAWALS FROM THE PRE-TAX CONTRIBUTIONS AND ROLLOVER
        -------------------------------------------------------
        CONTRIBUTIONS ACCOUNTS.
        ----------------------

        (a)     ELIGIBILITY.  In accordance with rules established by
                -----------
the Advisory Committee uniformly applicable to all Participants, all
or any part of amounts credited to the Pre-Tax Contribution Account
and, effective November 1, 1997, the Rollover Contributions Account of
a Participant as of the most recent available Account status report
may be distributed to the Participant in cash at any time after the
Participant has attained the age of fifty-nine and one-half (59-1/2)
<PAGE>
years or in the event of a "hardship" as defined in this Section.
Withdrawals only may be made from amounts allocated to the Income
Fund.  The Advisory Committee may promulgate uniform rules regarding
the effective date of any distribution, minimum amounts to be
distributed and the frequency of distributions.  All withdrawals
pursuant to this Section are subject to the spousal consent
requirements of Section 9.6.

        (b)     LIMITATION ON HARDSHIP DISTRIBUTIONS.  In no event
                ------------------------------------
shall a hardship distribution exceed the balance of the Participant's
or former Participant's Pre-Tax Contributions Accounts, determined as
of the Valuation Date immediately preceding the date of the
distribution, less any amounts distributed from or charged to the
Pre-Tax Contributions Account since such Valuation Date.  The
distribution may not exceed the lesser of the amount determined
pursuant to the preceding sentence or the total Pre-Tax Contributions
made by the Participant prior to the date of the withdrawal less any
Pre-Tax Contributions previously withdrawn.

        (c)     HARDSHIP DEFINED.  A distribution may be made pursuant
                ----------------
to this Section due to a "hardship" only if the Participant satisfies
the Advisory Committee that the Participant has an immediate and heavy
financial need and that the distribution is necessary in order to
satisfy that need.

        (d)     IMMEDIATE AND HEAVY FINANCIAL NEED.  The following are
                ----------------------------------
the only expenses or circumstances that will be deemed to give rise to
an immediate and heavy financial need for purposes of this Section:

        (1)     Medical expenses described in Section 213(d) of
  the Code previously incurred by the Participant, the
  Participant's spouse, or any of the Participant's dependents
  (as defined in Section 152 of the Code) or necessary for
  such persons to obtain medical care described in
  Section 213(d);

        (2)     Costs directly related to the purchase (excluding
  mortgage payments) of a principal residence for the
  Participant; or

        (3)     Payment of tuition, room and board and related
  education expenses for the next twelve (12) months of
  post-secondary education for the Participant or the
  Participant's spouse, children or dependents (as defined in
  Section 152 of the Code); or

        (4)     Payments necessary to prevent the eviction of the
  Participant from his principal residence or foreclosure on
  the mortgage on the Participant's principal residence; or

        (5)     Any other circumstance or expense designated by
  the Commissioner of Internal Revenue as a deemed immediate
  and heavy financial need in any published revenue ruling,
<PAGE>
  notice or other document of general applicability.

        (e)     NECESSITY.  A distribution will be deemed to be
                ---------
necessary to satisfy an immediate and heavy financial need of a
Participant only if all of the following requirements are satisfied:

        (1)     The distribution is not in excess of the amount
  of the immediate and heavy financial need of the Participant
  (this amount may include any amounts necessary to pay any
  federal, state or local income taxes or penalties reasonably
  anticipated to result from the withdrawal);

        (2)     The Participant has obtained all distributions,
  other than hardship distributions, and all nontaxable loans
  currently available under all plans maintained by the
  Employer;

        (3)     All plans sponsored by the Employer provide that
  the Participant's contributions (whether made on a pre-tax
  or after-tax basis) will be suspended for at least twelve
  (12) months after receipt of the distribution; and

        (4)     All plans sponsored by the Employer provide that
  the Participant may not make elective pre-tax contributions
  for the calendar year immediately following the calendar
  year in which the hardship distribution is made in excess of
  the applicable limit in effect for such year under Section
  402(g) of the Code less the amount of the Participant's
  pre-tax elective contributions for the calendar year in
  which the hardship distribution is made.

For purposes of subparagraphs (3) and (4), the phrase "all plans"
includes all qualified and nonqualified plans of deferred compensation
maintained by the compensation or any Employer, including stock
option, stock purchase or similar plans or a cash or deferred
arrangement that is part of a cafeteria plan within the meaning of
Section 125 of the Code.

9.4.    WITHDRAWALS OF AMOUNTS CREDITED TO THE ESOP FUND, PROFIT
        --------------------------------------------------------
        SHARING ACCOUNTS AND EMPLOYER MATCHING CONTRIBUTIONS ACCOUNTS.
        -------------------------------------------------------------

        There shall be no withdrawals permitted under this ARTICLE
NINE from ESOP Accounts or for the portion of any other Account that
is invested in the ESOP Fund or, except as otherwise provided in
Section 9.2, from amounts credited to Profit Sharing Accounts and
Employer Matching Contribution Accounts.
<PAGE>
9.5.    LIMITATIONS ON WITHDRAWALS.
        --------------------------

        The Advisory Committee may direct that a Participant shall
not be entitled to withdraw funds from his Accounts below an amount
equal to the unpaid principal and interest on any loan granted to him
in accordance with the Plan as then in effect or an amount required to
service insurance premium obligations.  All withdrawals under this
ARTICLE NINE shall be paid in cash.  Not more than one (1) withdrawal
pursuant to this ARTICLE NINE shall be permitted per Plan Year, unless
the Participant has attained the age of fifty-nine and one-half
(59-1/2) or terminated employment, in which case no more than one (1)
withdrawal may be made per calendar quarter.

9.6.    SPOUSAL CONSENT.
        ---------------

        No married Participant shall be allowed to make a withdrawal
unless the Participant's spouse consents to the withdrawal.  Such
consent must be in writing, must consent to a single lump sum payment
of the amount to be withdrawn, must acknowledge the effect of the
withdrawal on the benefits ultimately payable from the Plan, must
acknowledge the effect of the spouse's consent to the withdrawal, and
must be witnessed by a notary public or a designated representative of
the Advisory Committee.  No spousal consent shall be required if the
Advisory Committee determines, in its sole and absolute discretion,
that the spouse cannot be located or other circumstances exist that
preclude the Participant from obtaining such consent (as permitted
under applicable regulations issued by the United States Treasury
Department).  Any spousal consent given or dispensed with pursuant to
this Section will be valid with respect to the spouse who signs the
consent or with respect to whom the consent requirement is waived by
the Advisory Committee and any subsequent spouse.  If the
Participant's spouse fails to consent to the withdrawal of amounts
allocated to the Participant's Accounts, the amounts in the
Participant's Accounts will be held for distribution in accordance
with the other provisions of this Plan unless the spouse later
consents to a withdrawal pursuant to the provisions of this Section.


                        ARTICLE TEN
                        -----------

                          VESTING
                          -------

10.1.   VESTING IN THE AFTER-TAX CONTRIBUTION ACCOUNT, PRE-TAX
        ------------------------------------------------------
        CONTRIBUTION ACCOUNT,  EMPLOYER MATCHING CONTRIBUTION ACCOUNT,
        --------------------------------------------------------------
        AND ROLLOVER CONTRIBUTION ACCOUNT.
        ---------------------------------

        Each Participant shall at all times be fully vested in all
amounts credited to or allocable to his After-Tax Contribution
<PAGE>
Account, Pre-Tax Contribution Account, Employer Matching Contribution
Account and, effective November 1, 1997, his Rollover Contribution
Account and his rights and interest therein shall not be forfeitable
for any reason.

10.2.  	VESTING IN THE ESOP ACCOUNT AND PROFIT SHARING ACCOUNT.
        ------------------------------------------------------

        Each Participant shall be fully vested in the amounts
credited to or allocable to his ESOP Account, and in the amounts
credited to or allocable to his Profit Sharing Account on or after
January 1, 1988, on and after the first to occur of the following
events:

        (a)     Attainment by the Participant prior to January 1,
1991, of the age of sixty-five (65) years, or, for Participants who
attain the age of sixty-five (65) on or after January 1, 1991, the
later of attainment by the Participant of age sixty-five (65) or the
fifth (5th) anniversary of the Participant's commencement of
participation in the Plan;

        (b)     The date of his separation from employment due to
Disability, as determined by the Advisory Committee;

        (c)     The date of death of the Participant;

        (d)     Termination of this Plan as provided in Section 13.3
of this Plan;

        (e)     Complete discontinuance of contributions by the
Employers as provided in Section 13.3 of this Plan; or

        (f)     The completion of seven (7) years of Continuous
Service by the Participant.

        Notwithstanding anything contained herein to the contrary,
all Participants with five (5) or more years of Continuous Service as
of January 1, 1988 shall be 100% vested in their Profit Sharing
Accounts.  All Profit Sharing Account balances relating to
contributions actually paid to the Profit Sharing Plan prior to
January 1, 1988 shall be 100% vested.

10.3.   DETERMINATION OF VESTED INTEREST IN ESOP ACCOUNT AND PROFIT
        ------------------------------------------------------------
        SHARING ACCOUNT IN THE EVENT OF TERMINATION OF EMPLOYMENT.
        ---------------------------------------------------------

        (a)     VESTING SCHEDULE.  A Participant's vested percentage
shall be determined as of the day of his termination of employment.
The value of the Participant's vested interest in his ESOP Account and
Profit Sharing Account shall be determined in accordance with the
following schedule:
<PAGE>
     Years of                                  Vested
 Continuous Service                     Percentage of Account
 -------------------                    ---------------------

Less than three                                   0%
Three but less than four                         20%
Four but less than five                          40%
Five but less than six                           60%
Six but less than seven                          80%
Seven or more                                   100%

        Effective for Participants receiving distributions on or after
January 1, 1996, if, after the application of the above vesting
schedule, the Participant is entitled to receive a distribution of a
fractional share of Employer Securities, such fractional share shall
be rounded up to the nearest whole number and the distribution shall
be made only in whole shares of Employer Securities.

        (b)     TIME OF DETERMINATION.  A Participant's vested
                ---------------------
percentage shall be determined as of his Termination Date.  The value
of the Participant's vested interest in his ESOP Account or Profit
Sharing Account shall be determined as of the earlier of (1) the
Accounting Date immediately preceding the first distribution to the
Participant from such Account following his termination of employment
or (2) the Accounting Date coinciding with or next following the date
on which the Participant incurs his fifth (5th) consecutive one-year
Break in Continuous Service.  If a Participant has no vested interest
in any of his Accounts, the Participant shall be deemed to have
received a distribution of his zero (0) Account balance as of the date
of his termination of employment.  Any amounts credited to the
Participant's Accounts in which the Participant is not fully vested
shall be forfeited as the later of such Accounting Date or the date on
which the Participant's employment terminated.  The amount forfeited
shall then be available for allocation to the accounts of the
remaining Participants as of the year-end Accounting Date coinciding
with or next following the date of the forfeiture, to the extent such
forfeiture is not used to restore forfeitures previously charged to a
reemployed former Participant pursuant to Section 10.4.  If interests
in more than one class of Employer Securities are allocable to the
Participant's ESOP Account, the Participant shall be treated as
forfeiting the same proportion of each class.

        (c)     TOP HEAVY VESTING.  If this Plan is or becomes Top
                -----------------
Heavy, the vested interest of any Participant other than a Participant
who is not credited with at least one (1) Hour of

Service while the Plan is Top Heavy shall be determined in accordance
with the following schedule instead of the schedules set forth above:
<PAGE>
     Years of                                  Vested
 Continuous Service                     Percentage of Account
 -------------------                    ---------------------

Less than two                                     0%
Two but less than three                          20%
Three but less than four                         40%
Four but less than five                          60%
Five but less than six                           80%
Six or more                                     100%

10.4.   RESTORATION OF FORFEITURES.
        --------------------------

        (a)     ELIGIBILITY.  Subject to the provisions of this
                -----------
Section, any forfeitures charged to the ESOP Account or Profit Sharing
Account of a former Participant will be restored if the former
Participant returns to employment with an Employer or any Affiliate
prior to incurring five (5) consecutive Breaks in Continuous Service.
 Prior forfeitures will be restored only if the former Participant
repays, in a timely manner as provided below, the full amount,
unadjusted for any subsequent gains or losses, previously distributed
to him, which amount may include cash in lieu of Employer Securities.
 If a former Participant who was deemed to have received a
distribution pursuant to Section 10.3(b) resumes employment with the
Employer prior to incurring five (5) consecutive one year Breaks in
Continuous Service, any forfeitures charged to the former
Participant's Account upon his prior termination of employment shall
be restored to such Account immediately.

        (b)     RETURN OF DISTRIBUTIONS.  A former Participant may
                -----------------------
repay the full amount previously distributed to him prior to the
earlier of (1) the fifth (5th) anniversary of the former Participant's
reemployment by the Employer or (2) the last day of the Plan Year in
which the former Participant incurs his fifth (5th) consecutive Break
in Continuous Service.  The amount of any distribution repaid by the
former Participant shall be allocated between his Accounts in
proportion to the amount distributed from each Account.  Any
forfeitures restored by the Employer pursuant to this Section will be
allocated to the Account or Accounts to which the forfeiture was
charged.  A Participant may not, and need not, repay amounts
attributable to his Pre-Tax Contributions or After-Tax Contributions.
 The Participant must repay the amount distributed from both his other
Accounts in order to qualify for the restoration of any prior
forfeitures.  A Participant may not repay a prior distribution
pursuant to this paragraph if the Participant had a fully vested
interest in all of his Accounts when the prior distribution was made.

        (c)     RESTORATION CONTRIBUTIONS.  Any forfeitures available
                -------------------------
for allocation as of the last day of the Plan Year in which an
individual does everything necessary in order to have a prior
forfeiture restored will be applied first to restore the prior
forfeiture.  If the available forfeitures are not sufficient to
restore the prior forfeiture, the Employer will make a special
contribution equal to the balance of the amount forfeited.  Such
contributions or forfeitures will be allocated to the account from
which the distribution was made.
<PAGE>
10.5.   AMENDMENTS TO VESTING SCHEDULE.
        ------------------------------
        No amendments to the vesting schedule set forth in
Section 10.3 shall deprive an Employee who is a Participant on the
later of (a) the date the amendment is adopted, or (b) the date the
amendment is effective, of any non-forfeitable benefit to which he is
entitled under the Plan, determined as of such date without regard to
such amendment.  If the vesting schedule designated in Section 10.3 is
amended, each Participant whose benefits would be determined under
such schedule and who is credited with three (3) or more years of
Continuous Service shall have the right to elect, during the period
computed pursuant to this Section, to have his non-forfeitable benefit
determined without regard to such amendment; provided, however, that
no election shall be provided to any Participant whose non-forfeitable
percentage under the Plan, as amended, cannot at any time be less than
the percentage computed without regard to such amendment.  The
election period shall commence on the date the amendment is adopted
and end on the later of (a) sixty (60) days after adoption of the
amendment, (b) sixty (60) days after the effective date of the
amendment, or (c) sixty (60) days after the Participant is notified of
the amendment in writing by the Corporation or the Advisory Committee.
Such election, if exercised, shall be irrevocable, and shall be
available only to an Employee who is a Participant when the election
is made and who has completed at least three (3) years of Continuous
Service when the election is made.  Any change in the applicability of
the vesting schedule set forth in Section 10.3 as a result of the Plan
ceasing to be Top Heavy shall be treated as an amendment to such
vesting schedule for purposes of this Section.


                        ARTICLE ELEVEN
                        --------------

                   DISTRIBUTION OF BENEFITS
                   ------------------------

11.1.   NORMAL AND LATE RETIREMENT.
        --------------------------

        A Participant shall be entitled to full distribution of his
accounts, as provided in Sections 11.5 and 11.6, upon actual
retirement as of or after his Normal Retirement Date.  A Participant
may remain in the employment of the Employer after his Normal
Retirement Date, if he desires, and shall retire at such later time as
he may desire, unless the Employer lawfully directs earlier
retirement.

11.2.   DISABILITY RETIREMENT.
        ---------------------

        A Participant whose active employment is discontinued due to
Disability shall be entitled to full distribution of his accounts, as
provided in Sections 11.5 and 11.6.  Subject to the provisions of
Section 11.5, the payments may commence at any time on or after the
date of his discontinuance of active employment due to Disability.

11.3.   DEATH.
        -----

        (a)     BENEFIT.  In the event that a Participant (which term
                -------
for purposes of this Section includes former Participants) shall die
prior to his Benefit Commencement Date, the Participant's surviving
spouse (or his other designated Beneficiary, if the Participant is
<PAGE>
unmarried or his spouse has consented in writing to designation of
another Beneficiary) shall be entitled to full distribution of the
Participant's accounts at the time and in the manner provided in
Sections 11.5 and 11.6.

        (b)     SPOUSE AS BENEFICIARY.  Notwithstanding any
                ---------------------
Beneficiary designation made by the Participant to the contrary,
except as otherwise noted below, a married Participant's spouse shall
be deemed to be his Beneficiary for purposes of this Plan unless the
Participant's spouse consents to the designation of a different
Beneficiary.  Once given, the spouse's consent will be irrevocable.
The consent of the Participant's spouse to his election shall be in
writing, acknowledge the effect of such an election, be witnessed by a
notary public or a designated representative of the Advisory Committee
and be provided to the Advisory Committee.  The spouse may not consent
to the designation of another Beneficiary generally, but rather must
consent to the designation of a particular Beneficiary.  If the
Participant elects to change the Beneficiary, the spouse's prior
consent will be null and void and a new consent will be required,
unless the spouse's consent expressly permits a change of designation
without the further consent of the spouse.  No spousal consent will be
required if the Advisory Committee determines, in its sole discretion,
that such consent cannot be obtained because the spouse cannot be
located or other circumstances exist that preclude the Participant
from obtaining such consent (to the degree permitted under applicable
regulations issued by the United States Treasury Department).  Any
spousal consent given pursuant to this Section or dispensed with
pursuant to the preceding sentence will be valid only with respect to
the spouse who signs the consent or with respect to whom the consent
requirement is waived by the Advisory Committee.

        (c)     DEATH AFTER COMMENCEMENT OF BENEFITS.  In the event
                ------------------------------------
that a former Participant shall die after his Benefit Commencement
Date but prior to the complete distribution of all amounts to which
such Participant is entitled under the provisions of this ARTICLE
ELEVEN, the Participant's spouse or other designated Beneficiary shall
be entitled to receive any remaining amounts to which the Participant
would have been entitled had the Participant survived.  The Advisory
Committee may require and rely upon such proofs of death and the right
of any spouse or Beneficiary to receive benefits pursuant to this
Section as the Advisory Committee may reasonably determine, and its
determination of death and the right of such spouse or Beneficiary to
receive payment shall be binding and conclusive upon all persons
whomsoever.

11.4.   OTHER SEPARATIONS FROM EMPLOYMENT.
        ---------------------------------

        A Participant who separates from employment for any reason
other than retirement, death or Disability shall be entitled to
distribution of his vested interest in his accounts at the time and in
the manner provided in Sections 11.5 and 11.6.
<PAGE>
11.5.   TIME OF DISTRIBUTION OF BENEFITS.
        --------------------------------

        (a)     RETIREMENT.  Subject to the provisions of
                ----------
paragraph (g) relating to distributions of a Participant's ESOP
Account, payment to a Participant who is entitled to benefits under
Section 11.1 normally shall commence within a reasonable time
following the Participant's Termination Date; except that, at the
election of the Participant, payment of benefits may be postponed
until after the next year-end Accounting Date, at which time losses or
earnings on the Trust Fund will be allocated to the Participant's
accounts.

        (b)     TERMINATION AND DISABILITY.  Subject to the provisions
                --------------------------
of paragraph (g) relating to distributions of a Participant's ESOP
Account, payment to a Participant who is entitled to benefits under
Section 11.2 or Section 11.4 normally shall commence not later than
the date on which the Participant shall attain his Normal Retirement
Date.  As a general rule, the Advisory Committee will begin
distributions pursuant to Section 11.2 or Section 11.4 as soon as
possible after the year-end Accounting Date next following the
Participant's termination of employment or discontinuance of active
employment due to Disability.  At the request of the Participant, all
of the Participant's Accounts, including his ESOP Account, may be
distributed as soon as possible following the Participant's
Termination Date or discontinuance of active employment due to
Disability.  If the total amount distributable to the Participant from
all of his accounts at the time of any distribution under this ARTICLE
ELEVEN or any withdrawal under ARTICLE NINE, exceeds Three Thousand
Five Hundred Dollars ($3,500.00) (Five Thousand Dollars ($5,000.00)
for Plan Years beginning on or after January 1, 1998), however, no
distribution may be made prior to the Participant's Normal Retirement
Date unless the Participant requests said distribution in writing.
For purposes of this rule, if the total amount distributable to the
Participant from all his accounts at the time of any distribution or
withdrawal exceeds Three Thousand Five Hundred Dollars ($3,500.00)
(Five Thousand Dollars ($5,000.00) for Plan Years beginning on or
after January 1, 1998), then the amount in the Participant's account
at all times thereafter will be deemed to exceed Three Thousand Five
Hundred Dollars ($3,500.00) (Five Thousand Dollars ($5,000.00) for
Plan Years beginning on or after January 1, 1998).  No distribution
may be made pursuant to the preceding sentence after the Benefit
Commencement Date unless the Participant consents in writing to said
distribution.

        (c)     DEATH AFTER COMMENCEMENT OF PAYMENTS.  In the event of
                ------------------------------------
the death of a Participant after his Benefit Commencement Date but
prior to the complete distribution to such Participant of the benefits
payable to him under the Plan, any remaining benefits shall be
distributed over a period that does not exceed the period over which
distribution was to be made prior to the date of death of the
Participant.  Subject to the provisions of paragraph (g) relating to
distributions of a Participant's ESOP Account, payments to the
Beneficiaries entitled to payments pursuant to Section 11.3 shall
commence as soon as possible following the death of the Participant.

        (d)     DEATH PRIOR TO COMMENCEMENT OF BENEFITS.  In the event
                ---------------------------------------
of the death of the Participant prior to his Benefit Commencement
Date, subject to the provisions of paragraph (g) relating to
distributions of a Participant's ESOP Account, payments to the
<PAGE>
Participant's Beneficiaries must be paid in full by December 31 of the
calendar year which includes the fifth (5th) anniversary of the date
of the Participant's death, unless the surviving spouse or other
designated beneficiary irrevocably elects to apply one of the
following exceptions:

        (1)     PAYMENTS TO DESIGNATED BENEFICIARIES OTHER THAN
                -----------------------------------------------
  SPOUSES.  If the death benefit is payable to a "designated
  -------
  Beneficiary," the designated Beneficiary may elect that the
  death benefit be distributed in the form of an annuity over the
  life of the designated beneficiary, or in substantially equal
  quarterly or annual installments over a period not to exceed the
  Beneficiary's life expectancy (determined in accordance with
  Section 11.6(g)) as long as the distributions commence by
  December 31 of the calendar year following the year of the
  Participant's death or by such other date as may be specified in
  regulations issued by the United States Treasury Department.  For
  purposes of this Section, a "designated Beneficiary" is any
  individual who has the right to receive a death benefit from this
  Plan regardless of whether the individual was specifically
  designated by the Participant.  The term "designated
  Beneficiary" may also include the beneficiaries of any Trust
  that satisfies the requirements of regulations issued by the
  United States Treasury Department pursuant to Section 401(a)(9)
  of the Code.

        (2)     PAYMENTS TO SPOUSES.  If the Participant's surviving
                -------------------
  spouse is his sole Beneficiary, the surviving spouse may elect to
  postpone distributions until any date not later than the latter
  of December 31 of the calendar year following the calendar year
  in which the Participant died or December 31 of the calendar year
  in which the Participant would have attained age seventy and
  one-half (70-1/2).  Distributions to the surviving spouse shall
  then be made in the form of an annuity over the life of the
  surviving spouse, or in substantially equal quarterly or annual
  installments over a period not to exceed the surviving spouse's
  life expectancy (determined in accordance with Section  11.6(g)).
  If the surviving spouse dies before the distributions begin,
  this paragraph (d) shall be applied as if the surviving spouse
  was the Participant.

An election to utilize one of the foregoing exceptions, if made, is
irrevocable and must be made no later than the earlier of (i)
December 31 of the calendar year in which distributions are required
to commence under (1) or (2) above (whichever is applicable) or (ii)
December 31 of the calendar year which contains the fifth (5th)
anniversary of the date of the Participant's death.  If neither the
Participant nor a designated Beneficiary make such an election,
distributions will be made in accordance with the general rule set
forth in this Section 11.5(d).  Any elections made by a designated
Beneficiary pursuant to this paragraph (d) and any distributions made
pursuant to this paragraph (d) shall comply with regulations issued by
the United States Treasury Department under Section 401(a)(9) of the
Code, as they may be amended from time to time.  In case of conflict,
the provisions of the regulations shall control over the provisions of
this Plan.

        (e)     REQUIRED COMMENCEMENT OF PAYMENTS.  In no event shall
                ----------------------------------
payment to a former Participant commence later than sixty (60) days
<PAGE>
after the last to occur of (1) the last day of the Plan Year in which
the Participant attains the age of sixty-five (65) years, (2) the last
day of the Plan Year in which the Participant separates from
employment with the Employer, or (3) the tenth (10th) anniversary of
the last day of the Plan Year in which the Participant commenced
participation in the Plan.  In addition, payments must commence by the
Participant's Required Beginning Date.

        (f)     CONSENT TO EARLY DISTRIBUTIONS.  Except as otherwise
                ------------------------------
provided in Section 11.6 concerning the payment of small amounts, no
benefit payments may commence pursuant to the preceding provisions of
this Section prior to the Participant's Normal Retirement Date unless
the Participant requests the earlier commencement of payments.  The
Participant's request must be in writing in a form acceptable to the
Advisory Committee.

        (g)     DISTRIBUTIONS FROM ESOP ACCOUNTS.  Subject to the
                --------------------------------
provisions of paragraph (b) restricting distribution of more than
Three Thousand Five Hundred Dollars ($3,500.00) (Five Thousand Dollars
($5,000.00) for Plan Years beginning on or after January 1, 1998)
without the Participant's consent, the distribution of the
Participant's ESOP Account shall be made in accordance with Section
11.5(a), 11.5(b), 11.5(c) or 11.5(d) whichever is applicable.

11.6.   METHOD OF DISTRIBUTION.
        ----------------------

        (a)     PARTICIPANT'S ELECTION.  Except for amounts invested
                ----------------------
in the ESOP Fund, the Participant or Beneficiary shall select the
method of payment of his or her benefits hereunder in accordance with
the provisions of this Section.  Distribution of amounts credited to
the ESOP Fund shall be made in Employer Securities in a single
distribution.

        (b)     OPTIONAL METHODS OF DISTRIBUTION.  Distribution may be
                --------------------------------
made in any one (1) or more of the following methods:

        (1)     By payment in a cash lump sum to the Participant or
his Beneficiary;

        (2)     By making payments of amounts credited to Accounts
(other than amounts invested in the ESOP Fund) in quarterly or annual
installments over any period not in excess of five (5) years, unless
elected otherwise by the Participant, but in no event in excess of the
joint life expectancy of the Participant and his spouse.  Distribution
of amounts credited to the ESOP Fund shall be made in whole and
fractional shares (if necessary) of Employer Securities in a single
distribution.  A former Participant who is receiving distributions in
installments may direct the investment of the undistributed portion of
his Accounts (other than his ESOP Account) pursuant to the provision
of Sections 6.2 and 6.4.

        (c)     EMPLOYER SECURITIES.  If Employer Securities
                -------------------
consisting of stock acquired with the proceeds of an exempt loan are
available for distribution and consist of more than one (1) class, a
distributee shall receive substantially the same proportion of each
class.
<PAGE>
        (d)     MINIMUM DISTRIBUTION AND INCIDENTAL BENEFIT
                -------------------------------------------
REQUIREMENTS.  The distribution of a Participant's interest must
- ------------
commence by the date determined pursuant to Section 11.5(e) (the
"required beginning date").  Unless the Participant's entire interest
is distributed to him by the required beginning date, the
distributions must be made over a period certain not extending beyond
the life expectancy of the Participant, or over a period certain not
extending beyond the joint life and last survivor life expectancy of
the Participant and the Participant's designated Beneficiary.  In
addition, all benefit payment options shall be structured so as to
comply with the incidental benefit requirements of
Section 401(a)(9)(G) of the Code and any regulations issued pursuant
thereto, which require, generally, that certain minimum amounts be
distributed to a Participant during each calendar year, commencing
with the calendar year in which the Participant's required beginning
date falls, in order to assure that only "incidental" benefits are
provided to a Participant's beneficiaries.  The provision of this
paragraph shall control over any conflicting provisions of this Plan.
In addition, all distributions made pursuant to the Plan shall comply
with any regulations issued by the United States Treasury Department
under Section 401(a)(9) of the Code, including any regulations issued
pursuant to Section 401(a)(9)(G), and such regulations shall override
and supersede any conflicting provisions of this Section or any other
Section of this Plan.  Any distributions required by the paragraph to
a Participant who has not yet terminated employment shall be charged
to the Account selected by the Participant; provided, however, that
said distributions shall not be charged to the Participant's ESOP
Account until all of the other Accounts maintained for the Participant
have been exhausted.  If the only account maintained for the
Participant is the ESOP Account, the Participant may elect to receive
the entire balance of said Account.

        (e)     DISTRIBUTION OF SMALL AMOUNTS.  Notwithstanding any
                -----------------------------
provision of this Plan to the contrary, the Advisory Committee, in its
sole discretion, may direct payment of benefits in a single lump sum
if the total amount distributable to the Participant from all of his
accounts at the time of any distribution under this ARTICLE ELEVEN or
any withdrawal under ARTICLE NINE, does not exceed Three Thousand Five
Hundred Dollars ($3,500.00) (Five Thousand Dollars ($5,000.00) for
Plan Years beginning on or after January 1, 1998).  For purposes of
this rule, if the total amount distributable to the Participant from
all his accounts at the time of any distribution or withdrawal exceeds
Three Thousand Five Hundred Dollars ($3,500.00) (Five Thousand Dollars
($5,000.00) for Plan Years beginning on or after January 1, 1998),
then the amount in the Participant's account at all times thereafter
will be deemed to exceed Three Thousand Five Hundred Dollars
($3,500.00) (Five Thousand Dollars ($5,000.00) for Plan Years
beginning on or after January 1, 1998).  No distribution may be made
pursuant to the preceding sentence after the Benefit Commencement Date
unless the Participant consents in writing to the distribution.  All
distributions pursuant to this paragraph must be made not later than
the close of the second Plan Year following the Plan Year in which the
Participant's employment is terminated.

        (f)     AMOUNT OF DISTRIBUTION.  For the purpose of
                ----------------------
determining the amount to be distributed to Participants and
Beneficiaries, the Participant's accounts will be valued as of the
<PAGE>
Accounting Date preceding the date upon which distribution is to
commence, and the accounts shall then be adjusted to reflect any
contributions made by or on behalf of the Participant after such
Accounting Date.

        (g)     LIFE EXPECTANCIES.  For purposes of this Plan, life
                -----------------
expectancies shall be calculated by use of the expected return
multiples specified in Tables V and VI of ?1.72-9 of the regulations
issued by the United States Treasury Department, and in accordance
with the rules and procedures specified in regulations issued under
Section 401(a)(9) of the Code, as such Tables and regulations may be
amended from time to time, or any Tables or regulations subsequently
issued in replacement of said Tables or regulations.  The life
expectancy of a Participant and his spouse may be recalculated
annually.  The life expectancy of any other individual shall be
calculated using the individual's attained age on his birthday in the
relevant calendar year (as determined in accordance with regulations
issued pursuant to Section 401(a)(9) of the Code) and such
individual's life expectancy during any later calendar year shall be
the life expectancy as originally determined less the number of
calendar years that have elapsed since the calendar year of the
initial determination.

11.7.   PAYMENTS TO DISABLED.
        --------------------

        If any person to whom a payment is due under this Plan is
unable to care for his affairs because of physical or mental
disability, or is subject to a legal disability, the Advisory
Committee shall have the authority to cause the payments becoming due
to such person to be made to his duly-appointed legal guardian or
custodian, to his spouse or to any other person charged with the legal
obligation to support him, without any responsibility on the part of
the Advisory Committee or the Trustees to see to the application of
such payments.  Payments made pursuant to such power shall operate as
a complete discharge of the Advisory Committee, the Trustees, the ESOP
Fund and the Trust Fund.  The decision of the Advisory Committee in
each case shall be final and binding upon all persons whomsoever.

11.8.   MISSING PAYEES.
        --------------

        Neither the Trustees nor the Advisory Committee nor any
Employer shall be obliged to search for or ascertain the whereabouts
of any Participant or Beneficiary.  It shall be the responsibility of
each Participant to advise the Advisory Committee of the current
mailing address of such Participant and his Beneficiary, and any
notice or payment addressed to such last known address of record shall
be deemed to have been received by the Participant.  Should the
Advisory Committee not be able locate a Participant who is entitled to
be paid a benefit under the Plan after making reasonable efforts to
contact said Participant, and a period of two (2) years has elapsed
from the Participant's Termination Date, a forfeiture of the
Participant's vested benefit shall occur and be redistributed in
accordance with Sections 8.2(d) and 10.4(c).  Notwithstanding said
forfeiture, in the event the Participant should thereafter make a
claim for his benefits, as determined prior to the date of forfeiture,
the Advisory Committee shall restore (as of the next Accounting Date)
his account balance together with interest at the "Short Term Federal
<PAGE>
Rate," as defined in Internal Revenue Code Section 1274, from the date
of forfeiture.  Such amounts shall be restored in a manner consistent
with the restoration of forfeitures as set forth in Section 10.4(c).
Should there be insufficient forfeitures occurring on said Accounting
Date, the Employer shall be obligated to restore said Account by means
of a special contribution to the Plan.

11.9.   WITHHOLDING.
        -----------

        Payment of benefits under this Plan shall be subject to
applicable law governing the withholding of taxes from benefit
payments, and the Trustees and Advisory Committee shall be authorized
to withhold taxes from the payment of any benefits hereunder, in
accordance with applicable law.

11.10.  UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.
        ---------------------------------------

        In the event that, through misstatement or computation
error, benefits are underpaid or overpaid, there shall be no liability
for any more than the correct benefit sums under the Plan.
Overpayments may be deducted from future payments under the Plan, and
underpayments may be added to future payments under the Plan.  In lieu
of receiving reduced benefits under the Plan, a Participant or
beneficiary may elect to make a lump sum repayment of any overpayment.

11.11.  TRANSFERS FROM THE PLAN.
        -----------------------

        Upon receipt by the Advisory Committee of a written request
from a Participant who has separated or is separating from the
Employer and has not yet received distribution of his benefits under
the Plan, the Advisory Committee shall direct the Trustee to transfer
such Participant's vested interest in his accounts to the trustee or
other administrative agent of another plan or trust or individual
retirement account certified by the Participant as meeting the
requirements for qualified plans or trusts or individual retirement
accounts under the Code.  The Trustee shall make such transfer within
a reasonable time following receipt of such written direction by the
Advisory Committee.  The Employer, the Advisory Committee and the
Trustee shall not be responsible for ascertaining whether the
transferee plan, trust, or individual retirement account is qualified
under the Code, and the written request of the Participant shall
constitute a certification on the part of such Participant that the
plan, trust, or individual retirement account is qualified and
provides for the acceptance of such transfer.

11.12.  ELIGIBLE ROLLOVER DISTRIBUTIONS.
        -------------------------------

        (a)     GENERAL.  With respect to any "eligible rollover
                -------
distribution", a "distributee" may elect to have such distribution
paid directly to an "eligible retirement plan" and may specify the
eligible retirement plan to which such distribution is to be paid (in
<PAGE>
such form and at such time as determined by the Advisory Committee).
If such election is made, the eligible rollover distribution shall be
made in the form of a direct trustee-to-trustee transfer to the
eligible retirement plan so specified.  Any distribution not
qualifying as an eligible rollover distribution under Section 11.12(b)
may not be rolled over in the manner specified in this Section 11.12.

        (b)     DEFINITIONS.
                -----------

        (1)     The term "eligible rollover distribution" shall
  mean a distribution that would be includable in the
  distributee's gross income if not transferred pursuant to
  this Section 11.12 (as determined without regard to Code
  Sections 402(c) and 403(a)(4)) and that is a distribution of
  all or any portion of the balance to the credit of the
  distributee in the Plan except that such term shall not
  include:

                (A)  any distribution which is one of a series of
        substantially equal periodic payments made (not less
        frequently than annually);

                        (i)  for the life (or life expectancy) of
                the distributee or the joint lives (or life
                expectancies) of the distributee and the
                distributee's Beneficiary; or

                        (ii)  for a specified period of ten (10)
                years or more; and

                (B)  any distribution to the extent such
        distribution is required under Code Section 401(a)(9).

        (2)     The term "eligible retirement plan" shall mean:

                (A)  an individual retirement account described
        in Code Section 408(a);

                (B)  an individual retirement annuity described
        in Code Section 408(b) (other than an endowment
        contract);

               (C)  an employee's trust described in Code
        Section 401(a) which is exempt from tax under Code
        Section 501(a) provided that such employee's trust is
        a defined contribution plan, the terms of which permit
        the acceptance of rollover distributions; or

                (D)  an annuity plan described in Code Section
        403(b).

                Notwithstanding the above, if the distributee is
        a surviving spouse, an eligible retirement plan shall
        include only an individual retirement account or an
        individual retirement annuity.
<PAGE>
        (3)     The term "distributee" shall include an
Employee and a former Employee.  In addition, the Employee's
or former Employee's surviving spouse and the Employee's or
former Employee's spouse or former spouse who is the
alternate payee under a Qualified Domestic Relations Order
are distributees with regard to the interest of a spouse or
former spouse.


                        ARTICLE TWELVE
                        --------------

                      PLAN ADMINISTRATION
                      -------------------

12.1.   THE ADVISORY COMMITTEE.
        ----------------------

        (a)     APPOINTMENT AND REMOVAL.  The Corporation is the plan
                -----------------------
administrator, but it delegates its duties and responsibilities as
such to the Advisory Committee which shall consist of not less than
three (3) members (who may be directors, officers or other employees
of the Employers or Participants in this Plan).  Such members shall be
appointed from time to time by the President of the Corporation and
shall serve at his pleasure.  Each member may be dismissed by the
President or his designee at any time by notice to the members of the
Advisory Committee.  A member of the Advisory Committee may resign at
any time by delivering his written resignation to the President or his
designee.  The members of the Advisory Committee may be appointed to
succeed themselves.

        (b)     CHAIRMAN AND SECRETARY.  The members of the Advisory
                ----------------------
Committee shall elect a chairman and shall also elect a secretary who
may, but need not, be one of the members of the Advisory Committee.
The secretary of the Advisory Committee or his designee shall record
all acts and determinations of the Advisory Committee and shall
preserve and retain custody of all such records, together with such
other documents as may be necessary for the administration of the Plan
or as may be required by law.

        (c)     MEETINGS AND MAJORITY ACTION.  The Advisory Committee
                ----------------------------
shall hold meetings upon such notice, and at such place or places, and
at such intervals as it may from time to time determine.  A majority
of the members of the Advisory Committee at any time in office shall
constitute a quorum for the transaction of business.  All resolutions
or other actions taken by the Advisory Committee shall be by vote of a
majority of the Advisory Committee at a meeting of the Advisory
Committee or without a meeting by an instrument in writing signed by a
majority of the members of the Advisory Committee.

12.2.   POWERS OF THE ADVISORY COMMITTEE.
        --------------------------------

        (a)     GENERAL POWERS.  The Advisory Committee shall have the
                --------------
power and discretion to perform the administrative duties described in
this Plan or required for proper administration of the Plan and shall
have all powers necessary to enable it to properly carry out such
<PAGE>
duties.  Without limiting the generality of the foregoing, the
Advisory Committee shall have the power and discretion to construe and
interpret this Plan, to hear and resolve claims relating to this Plan,
and to decide all questions and disputes arising under this Plan.  The
Advisory Committee shall determine, in its discretion, the eligibility
of employees to participate in the Plan, to determine the service
credited to the Employees, the status and rights of a Participant, and
the identity of the Beneficiary or Beneficiaries entitled to receive
any benefits payable hereunder on account of the death of a
Participant.

        (b)     BENEFIT PAYMENTS.  Except as is otherwise provided
                ----------------
hereunder, the Advisory Committee shall determine the manner and time
of payment of benefits under this Plan.  All benefit disbursements by
the Trustee shall be made upon the instructions of the Advisory
Committee.

        (c)     DECISIONS FINAL.  All matters to be decided by the
                ---------------
Advisory Committee shall be decided by the Advisory Committee in the
exercise of its discretion and shall be binding and conclusive upon
all persons.

        (d)     REPORTING AND DISCLOSURE.  The Advisory Committee
                ------------------------
shall file all reports and forms lawfully required to be filed by the
Advisory Committee with any governmental agency or department, federal
or state, and shall distribute any forms, reports, statements or plan
descriptions lawfully required to be distributed to Participants and
others by any governmental agency or department, federal or state.

        (e)     INVESTMENT.  The Advisory Committee shall keep itself
                ----------
advised with respect to the investment of the Trust Fund and shall
report to the Employer regarding the investment and reinvestment of
the Trust Fund not less frequently than annually.  The Advisory
Committee shall have power to direct specific investments of the Trust
Fund only where such power is expressly conferred by this Plan and
only to the extent described in this Plan.  All other investment
duties shall be the responsibility of the Trustee.  Notwithstanding
anything set forth in the Plan or the Trust Agreements to which the
Administrative Trustees and/or the ESOP Trustees are parties, no
purchase of Employer Securities shall be made by the ESOP Trustees
without their first obtaining a recommendation from the Advisory
Committee stating:  (1) that the Advisory Committee recommends that
the ESOP Trustees acquire shares of Employer Securities, and (2) upon
the terms and conditions which they recommend such shares be acquired.
 Before making such recommendation, the Advisory Committee shall take
into account such items as they deem appropriate, including, but not
limited to, their reviewing appraisals and financial statements of the
Employer.
<PAGE>
12.3.   CLAIMS.
        ------

        (a)     FILING OF CLAIM.  A Participant or Beneficiary
                ---------------
entitled to benefits need not file a written claim to receive
benefits.  If an Employee, Participant, Beneficiary or any other
person is dissatisfied with the determination of his benefits,
eligibility, participation or any other right or interest under this
Plan, such person may file a written statement setting forth the basis
of the claim with the Advisory Committee in a manner prescribed by the
Advisory Committee.  In connection with the determination of a claim,
or in connection with review of a denied claim, the claimant may
examine this Plan and any other pertinent documents generally
available to Participants relating to the claim and may submit
comments in writing.

        (b)     NOTICE OF DECISION.  A written notice of the
                ------------------
disposition of any such claim shall be furnished to the claimant
within thirty (30) days after the claim is filed with the Advisory
Committee, provided that the Advisory Committee may have an additional
period to decide the claim if it advises the claimant in writing of
the need for an extension and the date on which it expects to decide
the claim.  The notice of disposition of a claim shall refer, if
appropriate, to pertinent provisions of this Plan, shall set forth in
writing the reasons for denial of the claim if the claim is denied
(including references to any pertinent provisions of this Plan), and
where appropriate shall explain how the claimant can perfect the
claim.

        (c)     REVIEW.  If the claim is denied, in whole or in part,
                ------
the claimant shall also be notified in writing that a review procedure
is available.  Thereafter, within ninety (90) days after receiving the
written notice of the Advisory Committee's disposition of the claim,
the claimant may request in writing, and shall be entitled to, a
review meeting with the Advisory Committee to present reasons why the
claim should be allowed.  The claimant shall be entitled to be
represented by counsel at the review meeting.  The claimant also may
submit a written statement of his claim and the reasons for granting
the claim.  Such statement may be submitted in addition to, or in lieu
of, the review meeting with the Advisory Committee.  The Advisory
Committee shall have the right to request of and receive from a
claimant such additional information, documents or other evidence as
the Advisory Committee may reasonably require.  If the claimant does
not request a review meeting within ninety (90) days after receiving
written notice of the Advisory Committee's disposition of the claim,
the claimant shall be deemed to have accepted the Advisory Committee's
written disposition, unless the claimant shall have been physically or
mentally incapacitated so as to be unable to request review within the
ninety (90) day period.

        (d)     DECISION FOLLOWING REVIEW.  A decision on review shall
                -------------------------
be rendered in writing by the Advisory Committee ordinarily not later
than sixty (60) days after review, and a written copy of such decision
shall be delivered to the claimant.  If special circumstances require
an extension of the ordinary period, the Advisory Committee shall so
notify the claimant.  In any event, if a claim is not determined
within one hundred twenty (120) days after submission for review, it
shall be deemed to be denied.
<PAGE>
        (e)     DECISIONS FINAL; PROCEDURES MANDATORY.  To the extent
                -------------------------------------
permitted by law, a decision on review by the Advisory Committee shall
be binding and conclusive upon all persons whomsoever.  To the extent
permitted by law, completion of the claims procedures described in
this Section shall be a mandatory precondition that must be complied
with prior to commencement of a legal or equitable action in
connection with the Plan by a person claiming rights under the Plan or
by another person claiming rights through such a person.  The Advisory
Committee may, in its sole discretion, waive these procedures as a
mandatory precondition to such an action.

12.4.   THE TRUSTEES.
        ------------

        The Administrative Trustee shall be appointed under and
shall be governed by the provisions of the Trust Agreement and the
ESOP Trustees shall be appointed under and shall be governed by the
provisions of the ESOP Trust Agreement.

12.5.   SCOPE OF RESPONSIBILITY.
        -----------------------

        (a)     GENERAL.  The Corporation and other Employers, the
                -------
Advisory Committee and the Trustees shall perform the duties
respectively assigned to them under the Plan, the Trust Agreement, or
the ESOP Trust Agreement or pursuant to the written directions of the
Board, and shall not be responsible for performing duties assigned to
others under the terms and provisions of the Plan or the Trust
Agreement or the ESOP Trust Agreement or assigned to others pursuant
to the written directions of the Board.  No inference of approval or
disapproval is to be made from the inaction of any party described
above or the employee or agent of any of them with regard to the
action of any other such party.


        (b)     CONFLICTS.  No member of the Advisory Committee may
                ---------
act, vote or otherwise influence the Advisory Committee regarding his
own eligibility, participation, status or rights under the Plan.

        (c)     ADVISORS.  The Corporation shall have the authority to
                --------
employ advisors, legal counsel, accountants and investment managers in
connection with the administration of the Plan, and may delegate to
other Employers, the Advisory Committee and/or the Trustees' authority
to employ such persons.  To the extent permitted by applicable law,
the Corporation, other Employers, the Advisory Committee and the
Trustees shall not be liable for complying with the directions of any
advisors, legal counsel, accountants and investment managers appointed
pursuant to this Section. The Corporation, other Employers, the
Advisory Committee and the Trustees shall not be responsible or liable
for any loss resulting from the investment directions of Participants
and do not guarantee the Trust Fund against investment loss or
depreciation in asset value.

        (d)     MULTIPLE CAPACITIES.  Persons, organizations or
                -------------------
corporations acting in a position of any fiduciary responsibility with
respect to the Plan and/or the Trust Fund may serve in more than one
(1) fiduciary capacity.
<PAGE>
        (e)     ALLOCATION OF RESPONSIBILITIES.  The Corporation or
                ------------------------------
the Advisory Committee from time to time may allocate to one (1) or
more of the members of the Advisory Committee and may delegate to any
other persons or organizations any of the rights, powers, duties and
responsibilities of the Corporation or the Advisory Committee,
respectively, with respect to the operation and administration of the
Plan, and the Corporation may employ and authorize any person to whom
any of its fiduciary responsibility has been delegated to employ
persons to render advice with regard to any fiduciary responsibility
held hereunder.  Any such allocation and delegation shall be reviewed
at least annually by the Corporation and shall be terminable upon such
notice as the Corporation, in its sole discretion, deems reasonable
and prudent under the circumstances.

        (f)     INDEMNIFICATION.  To the extent permitted by law, the
                ---------------
Employers shall and do hereby jointly and severally indemnify and
agree to hold harmless their employees, agents and members of the
Advisory Committee, from all loss, damage or liability, joint or
several (including payment of expenses in connection with defense
against any such claim), for their acts, omissions and conduct, and
for the acts, omissions and conduct of their duly appointed agents,
which acts, omissions or conduct constitute or are alleged to
constitute a breach of such individual's fiduciary or other
responsibilities under the Act or any other law, except for those
acts, omissions or conduct resulting from his own willful misconduct,
willful failure to act, or gross negligence; provided, however, that
if any party would otherwise be entitled to indemnification hereunder
in respect of any liability and such party shall be insured against
loss as a result of such liability by any insurance contract or
contracts, such party shall be entitled to indemnification hereunder
only to the extent by which the amount of such liability shall exceed
the amount thereof payable under such insurance contract or contracts.

        (g)     INSURANCE.  The Employers may obtain insurance
                ---------
covering themselves and others for breaches of fiduciary obligations
under this Plan to the extent permitted by law, and nothing in this
Plan shall restrict the right of any person to obtain such insurance
for himself in connection with the performance of his duties under
this Plan.  The Corporation and the Advisory Committee shall be the
Named Fiduciaries under the Plan, and the Corporation shall be the
plan administrator.

12.6.   EXPENSES.
        --------

        Any brokerage commissions, transfer taxes and other charges
and expenses in connection with the purchase and sale of securities or
other property for a Fund shall be charged to such Fund.  Any income
taxes or other taxes payable with respect to a Fund shall likewise be
charged to that Fund.  Any other expenses associated with the
administration of the Plan or the Trust Fund shall be paid from the
Trust Fund if not paid by the Corporation or an Affiliated Company.
<PAGE>
12.7.   TRUST AGREEMENTS.
        ----------------

        The Board shall maintain a Trust Agreement pursuant to which
the Administrative Trustee shall be appointed providing for the
general administration of the Trust Fund in such form as the Board may
deem appropriate.  The Board shall also maintain an ESOP Trust
Agreement pursuant to which the ESOP Trustees shall be appointed
providing for the administration of the ESOP Fund in such form and
containing such provisions as the Board may deem appropriate.  To the
extent that duties have been allocated to the ESOP Trustees under the
ESOP Trust Agreement, such duties shall not be the responsibility of
the Administrative Trustee, and to the extent that duties have been
allocated to the Administrative Trustee under the Trust Agreement such
duties shall not be the responsibility of the ESOP Trustees.  The
Trust Agreement and the ESOP Trust Agreement shall contain such terms
as the Board may deem appropriate, including, but not limited to,
provisions with respect to the powers and authority of the
Administrative Trustee or the ESOP Trustee or the ESOP Trust
Agreement, and the authority of the Board to amend the Trust
Agreement, to terminate the trust and to settle the accounts of the
Administrative Trustee or the ESOP Trustee on behalf of all persons
having an interest in the Trust Fund or the ESOP Fund.  The Trust
Agreement and the ESOP Trust Agreement shall form a part of the Plan
and any and all rights and benefits which may accrue to any persons
under the Plan shall be subject to all the terms and provisions of the
Trust Agreement and the ESOP Trust Agreement.

12.8.   VOTING OF EMPLOYER SECURITIES.
        -----------------------------

        (a)     GENERAL RULE.  Except as otherwise provided herein,
                ------------
and unless such responsibilities or duties are properly delegated to a
named fiduciary or investment manager other than the ESOP Trustee, the
ESOP Trustee shall vote all voting Employer Securities held as assets
of the ESOP Fund in its discretion.

        (b)     VOTING PASS THROUGH.  Notwithstanding anything to the
                -------------------
contrary in paragraph (a) above, and subject to the limitations
contained in paragraph (f) herein, a Participant (or the Beneficiary
if the Participant has died) shall direct the ESOP Trustee, or an
agent designated by the ESOP Trustee for that purpose, with respect to
the voting of shares of the Employer Securities allocated to the
Participant's Accounts to the extent that, and with respect to matters
for which, Participants are granted pass through voting rights as
provided in paragraphs (c) or (d), whichever is applicable.  The pass
through voting rights provided herein shall not apply to, and the ESOP
Trustee shall be responsible for voting in its discretion, shares of
Employer Securities which are not yet allocated to Participants'
Accounts.  Similarly, the ESOP Trustee shall retain responsibility for
voting in its discretion, shares of Employer Securities which are
subject to the pass through voting rights provided herein to the
extent that Participants fail to give directions with respect to such
allocated shares.  Notwithstanding the foregoing, nothing in this
Section 12.8 shall prohibit delegation of the ESOP Trustee's voting
responsibilities or duties to another named fiduciary or investment
manager to the extent permitted by, and in accordance with, the Act.
To the extent permitted by law, the ESOP Trustee shall not be liable
for following the proper directions of Participants, an investment
manager, or another named fiduciary in accordance with the rules
herein.
<PAGE>
        (c)     NO REGISTRATION-TYPE CLASS OF SECURITIES.  If the
                ----------------------------------------
Corporation does not have a "registration-type class of securities,"
the voting pass through rights provided in paragraph (b) above shall
apply to all voting Employer Securities allocated to Participant
Accounts with respect to all matters involving approval or disapproval
of any corporate merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, sale of substantially all
the assets of a trade or business, or any similar transaction (as
defined in the applicable regulations under Section 409(e)(3) of the
Code).

        (d)     REGISTRATION-TYPE CLASS OF SECURITIES.  If the
                -------------------------------------
Corporation has a "registration-type class of securities", the voting
pass through rights provided in paragraph (b) above shall apply to all
voting Employer Securities allocated to Participant Accounts with
respect to all matters submitted to shareholders for their vote.

        (e)     PROXY MATERIALS; VOTING DIRECTION.  Prior to the
                ---------------------------------
holding of any annual or special meeting of the shareholders of the
Corporation at which such matters are to be voted upon, the ESOP
Trustee, or an agent designated by the ESOP Trustee for that purpose,
shall verify that the Corporation or its agent has sent to each
Participant (or Beneficiary if the Participant has died) entitled to
pass through voting rights as described herein, a proxy statement
and/or other neutral information which the ESOP Trustee deems
appropriate in order to provide Participants necessary and accurate
information regarding the voting decisions being passed through,
together with a form to be returned to the ESOP Trustee or its
designated agent instructing the ESOP Trustee to vote the shares of
Employer Securities allocated to the Participant's Accounts in
accordance with the Participant's wishes.  Alternatively, or if the
Corporation fails to provide such information, the ESOP Trustee shall
send or cause to be sent such information to Participants who are
entitled to direct the voting of Employer Securities hereunder.  Each
Participant shall have the right to direct the ESOP Trustee how to
vote the number of votes attributable to the full and fractional
shares of Employer Securities that are subject to pass through voting
herein by completing the voting direction form and returning it to the
ESOP Trustee or its designated agent.  If the ESOP Trustee, or its
designated agent, does not receive instructions from a Participant at
least two (2) days prior to such meeting, the ESOP Trustee shall vote
all of the Employer Securities attributable to the Accounts of such a
Participant, in its discretion, subject to the directions of the
independent fiduciary, if one has been appointed.  If the ESOP Trustee
has designated an agent for purposes of this Section 12.8, the ESOP
Trustee may remove such agent and appoint a new agent, or exercise its
powers without the use of an agent, as it shall determine in its sole
discretion.

        (f)     VOTING RIGHTS OVERRIDE. Notwithstanding anything in
                ----------------------
this Section 12.8 to the contrary, the ESOP Trustee shall disregard
any Participant directions made under authority of paragraph (b), and
vote any Employer Securities subject to such directions in the ESOP
Trustee's sole discretion, to the extent required by the Act or the
Code.

        (g)     REGISTRATION-TYPE CLASS OF SECURITIES DEFINED.  For
                ---------------------------------------------
purposes of this Section 12.8, the phrase "registration-type class of
securities" means:
<PAGE>
        (1)     a class of securities required to be registered
  under section 12 of the Security Exchange Act of 1934, and

        (2)     a class of securities which would be required to
  be so registered except for the exemption from registration
  provided in subsection (g)(2)(H) of such section 12.

12.9.   SECURITIES REGISTRATION.
        -----------------------

        In the event that, in the opinion of counsel for the
Corporation or the Advisory Committee, any acquisition, sale or
distribution of Employer Securities shall be made in circumstances
requiring registration of the securities or Participants' interests in
the Trust Fund under the Securities Act of 1933 or qualification of
the securities under the "blue sky" laws of any state or states, or
requiring any other form of compliance with Federal or state
securities laws, then the Employers may, in their sole discretion and
at their own expense, take or cause to be taken any and all such
action as may be necessary or appropriate to effect such registration,
qualification or other form of compliance, but shall not be required
to take such action.

12.10.  SECURITIES RESTRICTIONS.
        -----------------------

        The Advisory Committee may, in its sole discretion and
subject to ARTICLE SEVEN, condition delivery of Employer Securities
distributable pursuant to ARTICLE ELEVEN upon delivery by the
Participant to the Advisory Committee of a written statement, in such
form as the Advisory Committee may reasonably require, containing all
or any of the following:

        (a)     A certification that he is acquiring the Employer
Securities for his own account and not with a view to or for sale in
connection with any distribution of such shares;

        (b)     An acknowledgment that the Employer Securities are
being acquired in a transaction not involving any public offering and
without being registered under the Securities Act of 1933 and that the
shares may not be sold except in a transaction that complies with the
requirements of the Securities Act of 1933 and the rules and
regulations promulgated thereunder;

        (c)     An acknowledgment that his right to transfer such
Employer Securities and the right of any person to acquire such
Employer Securities may be restricted by the provisions of this
ARTICLE TWELVE and/or ARTICLE SEVEN of this Plan, and that the
certificates evidencing the Employer Securities may contain a legend
setting forth or referring to the various restrictions to which
transfer of such Employer Securities are or may be subject;

        (d)     An acknowledgment that the Employer Securities are
being acquired in a private transaction, that such shares have not
been registered under the Securities Act of 1933 and that the
Corporation, Administrative Trustee, ESOP Trustees and Advisory
Committee have neither the obligation or the intention to effect any
such registration and therefore such Employer Securities must be held
<PAGE>
by the distributee indefinitely and without any market therefor unless
the shares are subsequently registered under the Securities Act of
1933 or an exemption from the registration provisions of such Act is
available; and

        (e)     An acknowledgment, if appropriate, that he has been
advised that Rule 144 under the Securities Act of 1933 (which Rule
permits sales of securities in limited amounts in accordance with the
terms and conditions of such Rule) or any successor thereto may not be
applicable to resales of the Employer Securities, and that no
assurance has been given him as to whether or when there may be any
registration statement under such Act covering the Employer Securities
being distributed, or whether or when such Rule or any other exemption
from the requirements for registration under such Act might be
applicable.


                        ARTICLE THIRTEEN
                        ----------------

                 AMENDMENT, MERGER AND TERMINATION
                 ---------------------------------

13.1.  AMENDMENT OF PLAN AND TRUST AGREEMENTS.
       --------------------------------------

        The Plan, the Trust Agreement and the ESOP Trust Agreement
may be amended at any time and from time to time by an instrument in
writing executed pursuant to authority granted by the Board.  Upon
delivery to the Advisory Committee by the Corporation of such
instrument and of evidence of such authority, the Plan, the Trust
Agreement and the ESOP Trust Agreement shall be deemed to have been
amended in the manner and to the extent therein set forth.  No
amendment shall substantially increase the duties and liabilities of
the members of the Advisory Committee then serving without their
written consent.  Any such amendment may be in whole or in part and
may be prospective or retroactive; provided, however, that no
amendment shall be effective to the extent it shall have the effect of
reverting to the Corporation or any other Employer the whole or any
part of the principal or income of the Trust Fund or of diverting any
part of the principal or income of the Trust Fund to purposes other
than for the exclusive benefit of the Participants or their
Beneficiaries.  No such amendment shall diminish the rights of any
Participant with respect to contributions made by him prior to the
date of such amendment.

13.2.   MERGER OR CONSOLIDATION.
        -----------------------

        In the event of merger or consolidation of this Plan with
another stock bonus plan, employee stock ownership plan, profit
sharing plan, pension plan or other plan, or a transfer of assets or
liabilities of the Trust Fund to any other such fund, each Participant
shall have a right to a benefit immediately after such merger,
consolidation or transfer (if the Plan was then terminated) that is at
least equal to, and may be greater than, the benefit to which he had a
right immediately before such merger, consolidation or transfer (if
the Plan was then terminated).
<PAGE>
13.3.   DISCONTINUANCE AND TERMINATION OF PLAN.
        --------------------------------------

        The Board shall have the right to terminate the Plan and to
direct distribution of the Trust Fund.  In the event of termination of
the Plan, the Board shall have the power to terminate contributions by
appropriate resolution.  A certified copy of such resolution or
resolutions shall be delivered to the Advisory Committee.  In the
event of termination of the Plan or discontinuance of contributions
(and the Employer does not establish or maintain a successor defined
contribution plan, in accordance with the provisions set forth in
Treasury Regulations Section 1.401(k)-1(d)(3)), the Board may direct
the Advisory Committee to instruct the Administrative Trustee and the
ESOP Trustees to make distribution to the Participants as soon as
practicable in the same manner as if their employment with the
Employer had then terminated (provided that in any event distribution
of the Trust Fund may be delayed pending liquidation of any loan
obligation entered into pursuant to ARTICLE SEVEN), or the Board may
direct that the Plan shall be continued without any further
contributions.  No distributions shall be made after termination of
contributions by the Employers until a reasonable time after the
Corporation has received from the United States Treasury Department a
determination under the provisions of the Code as to the effect of
such termination or discontinuance upon the qualification of the Plan.
 In the event such determination is unfavorable, then prior to making
any distributions hereunder, the Administrative Trustee and the ESOP
Trustees shall pay any Federal or state income taxes due because of
the income of the Trust Fund and shall then distribute the balance in
the manner above provided.  The Corporation may, by written notice
delivered to the Administrative Trustee, the ESOP Trustees and the
Advisory Committee, waive the Corporation's right hereunder to apply
for such a determination, and if no application for determination
shall have been made within sixty (60) days after the date specified
in the terminating resolution or after the date of discontinuance of
contributions, the Corporation shall be deemed to have waived such
right.  A mere suspension of contributions by the Employers shall not
be construed by the Advisory Committee as a discontinuance thereof.
In the event of a complete or partial termination of the Plan, or
complete discontinuance of contributions under the Plan, the Account
balances of each affected Participant shall be non-forfeitable to the
extent funded.

13.4.   SUCCESSORS.
        ----------

        In case of the merger, consolidation, liquidation,
dissolution or reorganization of an Employer, or the sale by an
Employer of all or substantially all of its assets, provision may be
made by written agreement between the Corporation and any successor
corporation acquiring or receiving a substantial part of the
Employer's assets, whereby the Plan will be continued by the
successor.  If the Plan is to be continued by the successor, then
effective as of the date of the applicable event the successor
corporation shall be substituted for the Employer under the Plan.  The
substitution of a successor corporation for an Employer will not in
any way be considered a termination of the Plan.
<PAGE>
                        ARTICLE FOURTEEN
                        ----------------

                    INALIENABILITY OF BENEFITS
                    --------------------------

14.1.   NO ASSIGNMENT PERMITTED.
        -----------------------

        (a)     GENERAL PROHIBITION.  No Participant or Beneficiary,
                -------------------
and no creditor of a Participant or Beneficiary, shall have any right
to assign, pledge, hypothecate, anticipate or in any way create a lien
upon the Trust Fund.  All payments to be made to Participants or their
Beneficiaries shall be made only upon their personal receipt or
endorsement, except as provided in Section 11.7, and no interest in
the Trust Fund shall be subject to assignment or transfer or otherwise
be alienable, either by voluntary or involuntary act or by operation
of law or equity, or subject to attachment, execution, garnishment,
sequestration, levy or other seizure under any legal, equitable or
other process, or be liable in any way for the debts or defaults of
Participants and Beneficiaries.

        (b)     PERMITTED ARRANGEMENTS.  This Section shall not
                ----------------------
preclude arrangements for the withholding of taxes from benefit
payments, arrangements for the recovery of benefit overpayments,
arrangements for the transfer of benefit rights to another plan, or
arrangements for direct deposit of benefit payments to an account in a
bank, savings and loan association or credit union (provided that such
arrangement is not part of an arrangement constituting an assignment
or alienation).  A Participant may also grant the Administrative
Trustee a security interest in his Accounts as collateral for the
repayment of a loan to the Participant pursuant to and in accordance
with Section 6.5.  Additionally, this Section shall not preclude: (1)
arrangements for the distribution of the benefits of a Participant or
Beneficiary pursuant to the terms and provisions of a Qualified
Domestic Relations Order in accordance with the following provisions
of this ARTICLE FOURTEEN; or (2) effective for Plan Years commencing
on or after August 5, 1997, the offsetting of benefits of a
Participant or Beneficiary as permitted by Code Section 401(a)(13)(C).

14.2.   QUALIFIED DOMESTIC RELATIONS ORDERS.
        -----------------------------------

        (a)     DEFINITIONS.  A Qualified Domestic Relations Order is
                -----------
any judgment, decree, or order (including an order approving a
property settlement agreement) which relates to the provision of child
support, alimony, or marital property rights to a spouse, child, or
other dependent of a Participant and which is entered or made pursuant
to the domestic relations or community property laws of any State and
which creates or recognizes the right of an "alternate payee" to
receive all or a portion of the benefits payable with respect to a
Participant under this Plan or assigns to an "alternate payee" the
right to receive all or a portion of said benefits.  For purposes of
this ARTICLE FOURTEEN, an "alternate payee" is the spouse, former
<PAGE>
spouse, child or other dependent of a Participant who is recognized by
a Qualified Domestic Relations Order as having the right to receive
all or a portion of the benefits payable under the Plan with respect
to the Participant.

        (b)     REQUIREMENTS.  In accordance with Section 414(p) of
                ------------
the Code, a judgment, decree or order (hereinafter collectively
referred to as an "order") shall not be treated as a Qualified
Domestic Relations Order unless it satisfies all of the following
conditions:

        (1)     The order clearly specifies the name and last
  known mailing address (if any) of the Participant and the
  name and last known mailing address of each alternate payee
  covered by the order, the amount or percentage of the
  Participant's benefits to be paid to each alternate payee or
  the manner in which such amount or percentage is to be
  determined, and the number of payments or period to which
  such order applies.

        (2)     The order specifically indicates that it applies
  to this Plan.

        (3)     The order does not require this Plan to provide
  any type or form of benefit, or any option, not otherwise
  provided under the Plan, and it does not require the Plan to
  provide increased benefits (determined on the basis of
  actuarial value).

        (4)     The order does not require the payment of
  benefits to an alternate payee which are required to be paid
  to another alternate payee under another order previously
  determined to qualify as a Qualified Domestic Relations
  Order.

14.3.   EARLY COMMENCEMENT OF PAYMENTS TO ALTERNATE PAYEES.
        --------------------------------------------------

        (a)     EARLY PAYMENTS.  An order requiring payment to an
                --------------
alternate payee before a Participant has separated from employment may
qualify as a Qualified Domestic Relations Order even if it requires
payment prior to the Participant's "earliest retirement age."  For
purposes of this Section, "earliest retirement age" shall mean the
earlier of (i) the date on which the Participant attains age fifty
(50) or (ii) the earliest date on which the Participant could begin
receiving benefits under the Plan if the Participant separated from
service.  If the Order requires payments to commence prior to a
Participant's actual retirement, the amounts of the payments must be
determined as if the Participant had retired on the date on which such
payments are to begin under such order, but taking into account only
the present account balances at that time.

        (b)     ALTERNATE PAYMENT FORMS.  The order may call for the
                -----------------------
payment of benefits to an alternate payee in any form in which
benefits may be paid under the Plan to the Participant, other than in
the form of a joint and survivor annuity with respect to the alternate
payee and his or her subsequent spouse.
<PAGE>
14.4.   PROCESSING OF QUALIFIED DOMESTIC RELATIONS ORDERS.
        -------------------------------------------------

        (a)     NOTICE.  The Advisory Committee shall promptly notify
                ------
the Participant and any alternate payee who may be entitled to
benefits pursuant to a previously received Qualified Domestic
Relations Order of the receipt of any order which could qualify as a
Qualified Domestic Relations Order.  At the same time, the Advisory
Committee shall advise the Participant and any alternate payees
(including the alternate payee designated in the order) of the
provisions of this Section relating to the determination of the
qualified status of such orders.

        (b)     QUALIFIED NATURE OF ORDER.  Within a reasonable period
                -------------------------
of time after receipt of a copy of the order, the Advisory Committee
shall determine whether the order is a Qualified Domestic Relations
Order and notify the Participant and each alternate payee of its
determination.  The determination of the status of an order as a
Qualified Domestic Relations Order shall be made in accordance with
such uniform and nondiscriminatory rules and procedures as may be
adopted by the Advisory Committee from time to time.  If benefits are
presently being paid with respect to a Participant named in an order
which may qualify as a Qualified Domestic Relations Order or if
benefits become payable after receipt of the order, the Advisory
Committee shall notify the Trustee to segregate and hold the amounts
which would be payable to the alternate payee or payees designated in
the order if the order is ultimately determined to be a Qualified
Domestic Relations Order.  If the Advisory Committee determines that
the order is a Qualified Domestic Relations Order within eighteen (18)
months of receipt of the order, the Advisory Committee shall instruct
the Trustee to pay the segregated amounts (plus any earnings thereon)
to the alternate payee specified in the Qualified Domestic Relations
Order.  If within the same eighteen (18) month period the Advisory
Committee determines that the order is not a Qualified Domestic
Relations Order or if the status of the order as a Qualified Domestic
Relations Order is not resolved, the Advisory Committee shall instruct
the Trustee to pay the segregated amounts (plus any earnings thereon)
to the person or persons who would have been entitled to such amounts
if the order had not been entered.  If the Advisory Committee
determines that an order is a Qualified Domestic Relations Order after
the close of the eighteen (18) month period mentioned above, the
determination shall be applied prospectively only.  The determination
of the Advisory Committee as to the status of an order as a Qualified
Domestic Relations Order shall be binding and conclusive on all
interested parties, present and future, subject to the claims review
provisions of Section 12.3.

14.5.   RESPONSIBILITY OF ALTERNATE PAYEES.
        ----------------------------------

        Any person claiming to be an alternate payee under a
Qualified Domestic Relations Order shall be responsible for supplying
the Advisory Committee with a certified or otherwise authenticated
copy of the order and any other information or evidence that the
Advisory Committee deems necessary in order to substantiate the
individual's claim or the status of the order as a Qualified Domestic
Relations Order.
<PAGE>
                        ARTICLE FIFTEEN
                        ---------------

                       GENERAL PROVISIONS
                       ------------------

15.1.   SOURCE OF PAYMENT.
        -----------------

        Benefits under the Plan shall be payable only out of the
Trust Fund and the Corporation and other Employers shall have no legal
obligation, responsibility or liability to make any direct payment of
benefits under the Plan.  Neither the Corporation, any other Employer,
the Advisory Committee, the Administrative Trustee nor the ESOP
Trustees guarantee the Trust Fund against any loss or depreciation or
guarantees the payment of any benefits hereunder.  No persons shall
have any rights under the Plan with respect to the Trust Fund or
against the Administrative Trustee, the ESOP Trustees, the Advisory
Committee, the Corporation or any Employer, except as specifically
provided for herein.

15.2.   BONDING.
        -------

        The Corporation shall procure bonds for every "bondable
fiduciary" in an amount not less than ten percent (10%) of the amount
of funds handled and in no event less than One Thousand Dollars
($1,000.00), except the Corporation shall not be required to procure
such bonds if the person is exempted from the bonding requirement by
law or regulation or if the Secretary of Labor exempts the Trust from
the bonding requirements.  The bonds shall conform to the requirements
of the Act and regulations thereunder.  For purposes of this Section,
the term "bondable fiduciary" shall mean any person who handles funds
or other property of the Trust Fund.

15.3.   EXCLUSIVE BENEFIT.
        -----------------

        Except as otherwise provided herein or in the Trust
Agreement or the ESOP Trust Agreement, it shall be impossible for any
part of the Trust Fund to be used for or diverted to purposes other
than for the exclusive benefit of Participants and their
Beneficiaries, except that payment of taxes and administration
expenses may be made from the Trust Fund as provided in the Trust
Agreement.

15.4.   UNIFORM ADMINISTRATION; EXERCISE OF DISCRETION.
        ----------------------------------------------

        Whenever in the administration of the Plan any action is
required by the Advisory Committee, including, but not limited to,
action with respect to valuation, such action shall be uniform in
nature as applied to all persons similarly situated and no such action
shall be taken which will discriminate in favor of Highly Compensated
Employees.  All actions to be taken by the Advisory Committee, the
Administrative Trustee or the ESOP Trustees shall be taken in the
exercise of their discretion and shall be binding and conclusive on
all persons.
<PAGE>
15.5.   NO RIGHT TO EMPLOYMENT.
        ----------------------

        Participation in the Plan or as a Beneficiary shall not give
any person the right to be retained in the employ of the Corporation
or any other Employer nor, upon dismissal, to have any right or
interest in the Trust Fund other than as provided in the Plan.

15.6.	HEIRS AND SUCCESSORS.6.	HEIRS AND SUCCESSORS.
        --------------------------------------------

        All of the provisions of this Plan shall be binding upon all
persons who shall be entitled to any benefits hereunder, and their
heirs and legal representatives.

15.7.   ASSUMPTION OF QUALIFICATION.
        ---------------------------

        Unless and until advised to the contrary, the Administrative
Trustee and the ESOP Trustees may assume that the Plan is a qualified
plan under the provisions of the Code relating to such plans, and that
the Trust Fund is entitled to exemption from income tax under such
provisions.

15.8.   EFFECT OF AMENDMENT.
        -------------------

        This Plan is not a new plan succeeding the Plan as
constituted prior to the Effective Date, but is an amendment and
restatement of the Plan as so constituted.  The amount, right to and
form of any benefits under this Plan, if any, of each person who is an
Employee after the Effective Date, or the persons who are claiming
through such an Employee, shall be determined under this Plan.  The
amount, right to and form of benefits, if any, of each person who
separated from employment with the Employer prior to the Effective
Date, or of persons who are claiming benefits through such a former
Employee, shall be determined in accordance with the provisions of the
Plan in effect on the date of termination of his employment, except as
may be otherwise expressly provided under this Plan, unless he shall
again become an Employee after the Effective Date.

15.9.	COMPLIANCE WITH SECTION 414(U) OF THE CODE.  Notwithstanding any
        ------------------------------------------
provision of the Plan to the contrary, contributions, benefits and
service credit with respect to qualified military service will be
provided in accordance with Section 414(u) of the Code effective
December 12, 1994.

        IN WITNESS WHEREOF, AMERCO has caused this Plan to be
executed and its corporate seal to be hereunto affixed by its duly
authorized officers, this 13th day of May, 1998.


                                        AMERCO



                                        By /S/ EDWARD J. SHOEN
                                           ---------------------------
                                        Its  President
                                           ---------------------------


                                        ATTEST:

                                        By /S/ GARY V. KLINEFELTER
                                           ---------------------------
                                        Its  Secretary
                                           ---------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1A
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDMENT TO ESOP PLAN
<TEXT>

<PAGE>

                     FIRST AMENDMENT TO THE
             AMERCO EMPLOYEE SAVINGS, PROFIT SHARING
                AND EMPLOYEE STOCK OWNERSHIP PLAN

     On  March  16,  1973,  Amerco,  a  Nevada  Corporation  (the

"Corporation") established the "Amerco Profit Sharing  Retirement

Trust"  (the  "Profit  Sharing  Plan"),  which  was  subsequently

amended  from  time  to  time.   Effective  April  1,  1984,  the

Corporation   established  the  "Amerco  Employee   Savings   and

Protection  Plan",  which was amended  from  time  to  time,  and

effective  January  1, 1988, was merged with the  Profit  Sharing

Plan  to form a single plan called the "Amerco Retirement Savings

and Profit Sharing Plan".

     Effective  July 24, 1988, the Amerco Retirement Savings  and

Profit Sharing Plan was amended and restated as an employee stock

ownership  plan, which was most recently amended and restated  in

its  entirety  on  December 21, 1993, and is  now  known  as  the

"Amerco  Employee  Savings,  Profit Sharing  and  Employee  Stock

Ownership Plan" (the "Plan").  The Plan was subsequently  amended

on  four  occasions and then again amended and restated effective

January  1, 1997.  By this instrument, the Corporation wishes  to

amend  the Plan to make certain changes requested by the Internal

Revenue  Service in connection with the Company's June  12,  1998

request for a favorable determination letter.

     1.    Except as otherwise provided herein, the provisions of

this  First  Amendment shall be effective as  of  the  date  this

Amendment is signed.

     2.   Effective January 1, 1998, the last sentence of Section

2.1(r) of the Plan is hereby amended and restated in its entirety

to provide as follows:

     Effective for Plan Years beginning on or after  January
     1,  1998,  the term "Compensation" shall also  include,
     for  all  purposes,  except for the purpose  of  making
     allocations   under   Top  Heavy  Plans   pursuant   to
     Section 8.2, amounts (such as Pre-Tax Contributions  to
     this  Plan) which are not currently includible  in  the
     Participant's  gross taxable income by  reason  of  the
<PAGE>
     application  of Sections 125, 402(a)(8) or 402(h)(1)(B)
     of  the  Code, if such amounts are attributable to  the
     performance  of  services  for  the  Employer  or   any
     Affiliate.

     3.   The fourth sentence of Section 2.1(v) is hereby amended

and restated to provide as follows:

     Notwithstanding the foregoing, Earnings  in  excess  of
     One Hundred Fifty Thousand Dollars ($150,000) shall  be
     disregarded for all purposes.

     4.    Sections  2.2(b)  and 9.3(b) of the  Plan  are  hereby

amended  by substituting the term "Accounting Date" for the  term

"Valuation Date" wherever used therein.

     5.    Effective  January 1, 1997, Section 2.3(b)(2)  of  the

Plan is hereby amended and restated in its entirety to provide as

follows:

          (2)   For the preceding year received Compensation
          from  the Employer or its Affiliates in excess  of
          Eighty Thousand Dollars ($80,000).

     6.    The  last  sentence of Section 2.3(c) of the  Plan  is

hereby  amended  and  restated in  its  entirety  to  provide  as

follows:

     If,  at any time prior to the termination of employment
     and prior to attaining fifty-five (55) years of age,  a
     highly    compensated    active    employee    receives
     Compensation which is less than fifty percent (50%)  of
     the  Employee's  annual average  compensation  for  the
     three (3) consecutive years preceding the determination
     year  during  which the Employee received the  greatest
     amount  of  compensation from the Employer,  then  such
     Employee shall not be deemed to be a highly compensated
     former   employee  upon  his  actual  separation   from
     employment  with  the Employer if,  after  the  "deemed
     separation year," as defined in Section 1.414(q)-1T Q &
     A-5(a)(3) of the regulations, and before the Employee's
     actual year of separation such Employee's services  for
     and Compensation from the Employer, under all the facts
     and  circumstances,  increase significantly  so  as  to
     result in a deemed a resumption of employment.

     7.    Effective  January 1, 1997, Section 2.3(d)  is  hereby

deleted  from  the  Plan  and  Section  2.3(e)  of  the  Plan  is

relettered Section 2.3(d).

     8.    Effective January 1, 1997, Section 4.3(c)(4) is hereby

deleted from the Plan and the remaining paragraphs are renumbered

accordingly.
<PAGE>
     9.    Effective January 1, 1997,  Section 4.3(d) of the Plan

is  hereby  amended and restated in its entirety  to  provide  as

follows:

          (d)   DISTRIBUTION  OF EXCESS  CONTRIBUTIONS.   No
                --------------------------------------
          later  than  the last day of each Plan  Year,  any
          "excess  Pre-Tax  Contributions"  and  the  income
          allocable   thereto   will   be   distributed   to
          Participants   who   made   the   excess   Pre-Tax
          Contributions during the preceding Plan Year.  For
          purposes  of  this  paragraph,  the  term  "excess
          Pre-Tax Contributions" means, with respect to  any
          Plan   Year,  the  aggregate  amount  of   Pre-Tax
          Contributions  paid  to the  Plan  by  the  Highly
          Compensated Employees for the Plan Year  over  the
          maximum  amount of Pre-Tax Contributions permitted
          pursuant    to   Section   4.3(a)   and    Section
          401(k)(3)(A)(ii) of the Code.  The distribution of
          excess  Pre-Tax Contributions for  any  Plan  Year
          shall  be made to Highly Compensated Employees  on
          the   basis  of  the  dollar  amount  of   Pre-Tax
          Contributions  made  by  each  Highly  Compensated
          Employee   in   accordance  with   the   following
          procedure:

          (1)  Step One: The dollar amount of the  excess
          Pre-Tax    Contribution   for    each    Highly
          Compensated Employee shall be calculated in the
          manner  described in Code Section  401(k)(8)(B)
          and   Treasury  Regulation  Section   1.401(k)-
          1(f)(2).   However,  in applying  these  rules,
          rather  than distributing the amount  necessary
          to  reduce  the  actual deferral percentage  of
          each  Highly Compensated Employee in  order  of
          these  Employees' actual deferral  percentages,
          the Plan uses these dollar amounts in Step Two;

          (2)  Step  Two:  The sum of the dollar  amounts
          calculated  pursuant  to  Step  One  shall   be
          calculated.   The  total amount  calculated  in
          this   Step   Two   shall  be  distributed   in
          accordance with Steps Three and Four;

          (3)  Step  Three: The Pre-Tax Contributions  of
          the   Highly  Compensated  Employee  with   the
          highest  dollar amount of Pre-Tax Contributions
          shall  be reduced by the dollar amount required
          to cause that Highly Compensated Employee's Pre-
          Tax Contributions to equal the dollar amount of
          the   Pre-Tax  Contributions  of   the   Highly
          Compensated  Employee  with  the  next  highest
          dollar  amount of Pre-Tax Contributions.   This
          dollar amount is then distributed to the Highly
          Compensated  Employee with the  highest  dollar
          amount of Pre-Tax Contributions.  However, if a
          lesser  reduction,  when  added  to  the  total
          dollar  amount already distributed  under  this
          Step  Three,  would equal the total  calculated
          under  Step  Two,  the lesser amount  shall  be
          distributed; and
<PAGE>
          (4)  Step Four: If the total amount distributed
          is  less than the amount calculated pursuant to
          Step Two, Step 3 is repeated.

     The  income  allocable to excess Pre-Tax  Contributions
     shall be determined by multiplying the income allocable
     for   the   Plan  Year  to  the  Participant's  Pre-Tax
     Contributions   Account   from   which    the    excess
     contributions are to be distributed by a fraction,  the
     numerator  of  which is the excess Pre-Tax Contribution
     on  behalf  of  the Participant for the preceding  Plan
     Year  and  the denominator of which is the sum  of  the
     Participant's Pre-Tax Contributions Account balance  on
     the  last business day of the preceding Plan Year  plus
     the  Pre-Tax  Contributions (other than excess  Pre-Tax
     Contributions)  allocated to that  account  during  the
     Plan  Year.   If  there  is a loss,  the  total  excess
     Pre-Tax  Contributions shall nonetheless be distributed
     to  the  Participant, but the amount distributed  shall
     not  exceed  the  balance of the Pre-Tax  Contributions
     Account  from  which  the distribution  is  made.   The
     amount  of  any excess contributions to be  distributed
     shall   be   reduced  by  excess  deferrals  previously
     distributed  for the taxable year ending  in  the  same
     Plan  Year in accordance with Section 402(g)(2) of  the
     Code  and  excess  deferrals to be  distributed  for  a
     taxable  year  shall be reduced by excess contributions
     previously distributed for the Plan beginning  in  such
     taxable year.

     10.   Section  5.4(a)  of  the Plan is  hereby  amended  and

restated in its entirety to provide as follows:

          (a)     DISCRETIONARY MATCHING CONTRIBUTIONS.
                  ------------------------------------
          Subject to the Board's right to terminate or amend
          this  Plan, the Employer shall contribute  to  the
          Trust  Fund  for  each Plan Year  as  an  Employer
          Matching Contribution such amount, if any, as  the
          Board  shall  determine in its sole  and  absolute
          discretion.   The amount of the Employer  Matching
          Contribution  made on behalf of  each  Participant
          shall  be based on the Pre-Tax Contributions  made
          by the Participant for the Plan Year.

     11.   Effective January 1, 1997, Section 5.4(d)(3) is hereby

deleted from the Plan and the remaining paragraphs are renumbered

accordingly.

      12.Effective January 1, 1997, Section 5.4(e)  of  the  Plan

is  hereby  amended and restated in its entirety  to  provide  as

follows:

          (e)   DISTRIBUTION OF EXCESS CONTRIBUTIONS.   No
                ------------------------------------
          later  than  the last day of each Plan  Year,  any
          "excess  aggregate contributions" and  the  income
          allocable   thereto   will   be   distributed   to
          Participants    who    made    excess    aggregate
          contributions during the preceding Plan Year.  For
          purposes  of this paragraph, an "excess  aggregate
<PAGE>
          contribution" is the amount described  in  Section
          401(m)(6)(B)  of  the  Code. The  distribution  of
          excess  aggregate contributions for any Plan  Year
          shall  be made to Highly Compensated Employees  on
          the basis of the dollar amount of excess aggregate
          contributions  made  on  behalf  of  each   Highly
          Compensated  Employee  in  accordance   with   the
          following procedure:

          (1)  Step One: The dollar amount of the  excess
          Matching    Contribution   for   each    Highly
          Compensated Employee shall be calculated in the
          manner  described in Code Section  401(k)(8)(B)
          and   Treasury  Regulation  Section   1.401(k)-
          1(f)(2).   However,  in applying  these  rules,
          rather  than distributing the amount  necessary
          to  reduce  the average contribution percentage
          of each Highly Compensated Employee in order of
          these    Employees',    average    contribution
          percentages, the Plan uses these dollar amounts
          in Step Two;

          (2)  Step  Two:  The sum of the dollar  amounts
          calculated  pursuant  to  Step  One  shall   be
          calculated.   The  total amount  calculated  in
          this   Step   Two   shall  be  distributed   in
          accordance with Steps Three and Four;

          (3)  Step Three: The Matching Contributions  of
          the   Highly  Compensated  Employee  with   the
          highest dollar amount of Matching Contributions
          shall  be reduced by the dollar amount required
          to  cause  that  Highly Compensated  Employee's
          Matching  Contributions  to  equal  the  dollar
          amount  of  the Matching Contributions  of  the
          Highly  Compensated  Employee  with  the   next
          highest     dollar    amount    of     Matching
          Contributions.   This  dollar  amount  is  then
          distributed to the Highly Compensated  Employee
          with  the  highest  dollar amount  of  Matching
          Contributions.  However, if a lesser reduction,
          when  added to the total dollar amount  already
          distributed under this Step Three, would  equal
          the total calculated under Step Two, the lesser
          amount shall be distributed; and

          (4)  Step Four: If the total amount distributed
          is  less than the amount calculated pursuant to
          Step Two, Step 3 is repeated.

     The  income allocable to excess aggregate contributions
     was   to   be  determined  by  multiplying  the  income
     allocable  to  the Participant's Matching Contributions
     Account  for the Plan Year by a fraction, the numerator
     of  which  is  the  excess aggregate  contributions  on
     behalf  of the Participant for the preceding Plan  Year
     and  the  denominator  of which  is  the  Participant's
     Matching  Contributions Account  balance  on  the  last
     business  day of the preceding Plan Year.   The  excess
     aggregate  contributions  to  be  distributed  to   the
     Participant  shall be adjusted for income  and  losses.
     In  the  case  of  a  loss, the total excess  aggregate
     contributions would nonetheless be distributed  to  the
     Participant,  but  the  amount  distributed  could  not
     exceed the Participant's Matching Contributions Account
     balance.
<PAGE>
     13.   Section  5.4(f)  of  the Plan is  hereby  amended  and

restated in its entirety to provide as follows:

          (f)   MULTIPLE USE OF THE ALTERNATIVE  LIMITATION.
                -------------------------------------------
          For    purposes   of   determining   whether   the
          limitations in Sections 4.3 and 5.4 are  met,  the
          Plan  shall satisfy the test for multiple  use  of
          the  "alternative  limitation"  (as  described  in
          Sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii)
          of  the  Code)  set  forth in Treasury  Regulation
          Section  1.401(m)-2.   If  multiple  use  of   the
          alternative limitation occurs with respect to  two
          or  more plans or arrangements maintained  by  the
          Employer  it must be corrected by reducing  actual
          contribution percentages of all Highly Compensated
          Employees  in  the  manner described  in  Treasury
          Regulation Section 1.401(m)-2(c)(3); provided that
          the  Employer  may instead eliminate the  multiple
          use   of  the  alternative  limitation  by  making
          qualified nonelective contributions. For  purposes
          of  this paragraph, Section 4.3(c)(2), and Section
          5.4(d)(1)   of  the  Plan,  the  term   "qualified
          nonelective contribution" shall mean any  Employer
          contribution  with  respect  to  which   (i)   the
          Employee may not elect to have a contribution paid
          to   the   Employee  in  cash  instead  of   being
          contributed to the Plan, (ii) the Employee may not
          elect  to  receive a distribution  from  the  Plan
          earlier  than  separation from employment,  death,
          Disability,   an   event  described   in   Section
          401(k)(10)  of the Code, attainment of age  fifty-
          nine  and one-half (59 1/2) years, or hardship,  and
          (iii) the Employee is fully vested at all times.

     14.   Section  6.4(b)  of  the Plan is  hereby  amended  and

restated in its entirety to provide as follows:

          (b)     ESOP   DIVERSIFICATION   ELECTION.    ESOP
                  ---------------------------------
          Contributions  allocable to a  Participant's  ESOP
          Account  and amounts transferred to the ESOP  Fund
          from  amounts  credited to a  Participant's  other
          Accounts may not be transferred from the ESOP Fund
          to  another  Fund or Funds, except as provided  in
          this Section 6.4(b).  A Participant shall become a
          "qualified Participant" and may elect to diversify
          his  ESOP  Account after attaining age  fifty-five
          (55)  and  being credited with ten  (10)  or  more
          years of participation in the Plan since the later
          of  (1) the date he commenced participation in the
          Plan or (2) January 1, 1988 (which is the date  as
          of which the ESOP feature was added to this Plan).
          (In other words, no Participant will be allowed to
          diversify  his  ESOP Account prior to  January  1,
          1998.)  Within ninety (90) days after the close of
          each  Plan  Year  during the  "qualified  election
          period,"  a  qualified Participant  may  elect  to
          diversify twenty-five percent (25%) of the  number
          of  shares of Employer Securities acquired  by  or
<PAGE>
          contributed  to the Plan after December  31,  1986
          that have ever been allocated to the Participant's
          accounts  on  or  before  the  most  recent   Plan
          allocation  date  less the  number  of  shares  of
          Employer    Securities   previously   distributed,
          transferred,   or  diversified   pursuant   to   a
          diversification election made after  December  31,
          1986.  The "qualified election period" is the  six
          (6)  year period commencing with the Plan Year  in
          which   the   Participant  becomes   a   qualified
          Participant.   In addition, in the final  year  of
          the  six  (6)  year qualified election  period,  a
          Participant may diversify fifty percent  (50%)  of
          the   number  of  shares  of  Employer  Securities
          acquired  by  or  contributed to  the  Plan  after
          December 31, 1986 that have ever been allocated to
          the  Participant's accounts on or before the  most
          recent  Plan  allocation date less the  number  of
          shares    of    Employer   Securities   previously
          distributed, transferred, or diversified  pursuant
          to  a diversification election made after December
          31,  1986.  A qualified Participant may  elect  to
          diversify  his  ESOP  Account  by  directing   the
          investment  of  up to the available percentage  of
          such  account (twenty-five percent (25%) or  fifty
          percent  (50%) as the case may be) to one or  more
          of  the  Funds  (other  than  the  ESOP  Fund)  in
          accordance with the provisions of Sections 6.3 and
          6.4,  commencing as of the first day of the  first
          Plan  Year  falling within the qualified  election
          period.  Beginning with the first day of the first
          Plan  Year  falling within the qualified  election
          period,  the restrictions on the transfer  of  the
          portion of any Account other than the ESOP Account
          from the ESOP Fund to any other Fund, as set forth
          in  the first sentence of this paragraph, shall no
          longer be applicable to such qualified Participant
          and such transfers may be accomplished pursuant to
          the rules of Section 6.4(a).

     15.   The third sentence of Section 8.2(b) is hereby amended

and restated in its entirety to provide as follows:

     Special    ESOP   Contributions   made   pursuant    to
     Section  5.2(b) shall be allocated to the ESOP Accounts
     of  each  Participant on whose behalf such contribution
     is  made  by  crediting  each such  Participant's  ESOP
     Account  in the same ratio that each such Participant's
     Earnings for the Plan Year bear to the Earnings of  all
     such  Participants  for the Plan Year.    Special  "per
     capita"    ESOP   Contributions   made   pursuant    to
     Section  5.2(c) shall be allocated to the ESOP  Account
     of  each  eligible Participant on whose behalf  such  a
     contribution  has  been made in such amount  and  under
     such terms and conditions as the Board shall direct, in
     its sole and absolute discretion.

     16.   The  second sentence of Section 8.2(c) of the Plan  is

hereby  amended  and  restated in  its  entirety  to  provide  as

follows:
<PAGE>
     Special  Profit Sharing Contributions made pursuant  to
     Section 5.1(b) shall be allocated to the Profit Sharing
     Accounts  of  each  Participant on  whose  behalf  such
     contribution   is   made   by   crediting   each   such
     Participant's Profit Sharing Account in the same  ratio
     that each such Participant's Earnings for the Plan Year
     bear  to the Earnings of all such Participants for  the
     Plan   Year.    Special  "per  capita"  Profit  Sharing
     Contributions made pursuant to Section 5.1(c) shall  be
     allocated  to  the  Profit  Sharing  Accounts  of  each
     eligible   Participant   on   whose   behalf   such   a
     contribution  has  been made in such amount  and  under
     such terms and conditions as the Board shall direct, in
     its sole and absolute discretion.

     17.   The first sentence of Section 8.2(f) is hereby amended

and restated to provide as follows:

     Notwithstanding  anything  to  the  contrary  in   this
     Section  or  any other provision of this Plan,  in  any
     Plan  Year in which the Plan is Top Heavy or Super  Top
     Heavy,   the   Employer  shall  make  a  special   ESOP
     Contribution on behalf of each Participant who is not a
     Key Employee for the Plan Year in such amount as may be
     necessary to assure that the sum of the Profit  Sharing
     Contributions, ESOP Contributions, and forfeitures,  if
     any, allocated to the Participant's accounts equals  at
     least the "minimum required contribution."

     18.   The  fifth sentence of Section 8.2(f) of the  Plan  is

hereby amended and restated to provide as follows:

     The  special  ESOP  Contribution  called  for  by  this
     paragraph shall be allocated on behalf of all Employees
     who are not Key Employees for the Plan Year and who are
     employed  by the Employer on the last day of  the  Plan
     Year  without  regard  to whether such  Employees  have
     completed one thousand (1,000) Hours of Service  during
     the Plan Year.

     19.   Section  8.2(g)  of  the Plan is  hereby  amended  and

restated in its entirety to provide as follows:

          (g)   ALLOCATION TO CERTAIN PERSONS PROHIBITED.
                ----------------------------------------
          Notwithstanding the foregoing, no portion  of  the
          assets  of the Plan attributable (or allocable  in
          lieu  of) Employer Securities acquired by the Plan
          in  a  sale  to  which Section 1042  of  the  Code
          applies  may  accrue or be allocated  directly  or
          indirectly under any Plan of the Employer  meeting
          the requirements of Section 401(a) of the Code (1)
          during  the "nonallocation period" for the benefit
          of  (A)  any taxpayer who makes an election  under
          Section  1042(a)  of  the  Code  with  respect  to
          Employer Securities, or (B) any individual who  is
          related  to  the  taxpayer within the  meaning  of
<PAGE>
          Section 267(b) of the Code, or (2) for the benefit
          of   any   other  person  who  owns   (after   the
          application  of Section 318(a) of the  Code)  more
          than twenty-five percent (25%) of (A) any class of
          outstanding  stock of the corporation that  issued
          such  Employer Securities or any corporation which
          is  a member of a controlled group of corporations
          (within  the meaning of Section 409(l)(4)  of  the
          Code)  of such corporation or (B) the total  value
          of  any  class of outstanding stock  of  any  such
          corporation.   Clause  (1)(B)  of  the   preceding
          sentence shall not apply to any individual if  the
          individual  is  the  lineal  descendant   of   the
          taxpayer  and  the aggregate  amount allocated  to
          the  benefit of all lineal descendants during  the
          nonallocation  period does not  exceed  more  than
          five  percent (5%) of the Employer Securities  (or
          amounts  allocated in lieu thereof)  held  by  the
          Plan  which are attributable to a sale to the Plan
          by  any person related to such descendants (within
          the meaning of Section 267(c)(4) of the Code) in a
          transaction  to  which Section 1042  of  the  Code
          applied.     For   purposes   of   this   Section,
          "nonallocation period" means the period  beginning
          on   the   date  of  the  sale  of  the  qualified
          securities  and ending on the later  of:  (1)  the
          date which is ten (10) years after the date of the
          sale;  or  (2)  the  date of the  Plan  allocation
          attributable  to the final payment of  acquisition
          indebtedness incurred in connection with the sale.

     20.   The  first sentence of Section 8.5(d) of the  Plan  is

hereby  amended  and  restated in  its  entirety  to  provide  as

follows:

     In  the  event  it  is necessary to  limit  the  Annual
     Additions  to the Accounts of a Participant under  this
     Plan due to the allocation of forfeitures, a reasonable
     error  in  estimating a Participant's  Compensation,  a
     reasonable  error in determining the amount of  Pre-Tax
     Contributions made by a Participant, or for  any  other
     reason  the  Commissioner determines to be justifiable,
     the  Advisory  Committee shall limit the allocation  of
     Pre-Tax  Contributions  to  the  Participant's  Pre-Tax
     Contribution Account and/or return any such excess Pre-
     Tax  Contribution plus earnings allocable to  any  such
     excess Pre-Tax Contributions to the Participant.

     21.   Section 9.3(b) of the Plan is hereby amended by adding

to the end thereof the following new sentence:

     Notwithstanding  any  provision  in  the  Plan  to  the
     contrary,  hardship distributions may not be made  from
     earnings   credited   to   the  Participant's   Pre-Tax
     Contributions   Accounts  that  were   credited   after
     December 31, 1988.
<PAGE>
     22.   Section  10.2(d)  of the Plan is  hereby  amended  and

restated to provide as follows:

          (d)  Termination  or partial termination  of  this
          Plan as provided in Section 13.3 of this Plan;

     23.   The  last sentence of Section 10.3(b) of the  Plan  is

hereby  amended  and  restated in  its  entirety  to  provide  as

follows:

     If  a portion of a Participant's ESOP Account or Profit
     Sharing   Account  is  forfeited,  Employer  Securities
     allocated  pursuant to Section 8.2(b) must be forfeited
     only   after   other   assets  have   been   forfeited.
     Furthermore,  if interests in more than  one  class  of
     Employer  Securities are allocable to the Participant's
     ESOP  Account,  the  Participant shall  be  treated  as
     forfeiting the same proportion of each class.

     24.   The  first  sentence of Section 10.5 of  the  Plan  is

hereby amended and restated to provide as follows:

     If  the  vesting schedule set forth in Section 10.3  is
     amended,  in  the  case  of  an  Employee  who   is   a
     Participant on the later of (a) the date the  amendment
     is adopted, or (b) the date the amendment is effective,
     the  non-forfeitable percentage of the benefit to which
     the  Employee is entitled (determined as of such  date)
     shall  not  be less than the non-forfeitable percentage
     of  the benefit to which he is entitled under the  Plan
     without regard to such amendment.

     IN  WITNESS  WHEREOF, the Corporation has caused this  First

Amendment  to  be executed by its duly authorized  representative

this 2nd day of December, 1998.

                              AMERCO

                              By: /S/ EDWARD J. SHOEN
                                  ---------------------------

                              Its:  President
                                  ---------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>MGMT AGREEMENT SIX-A SAC
<TEXT>

<PAGE>
                 PROPERTY MANAGEMENT AGREEMENT
                 -----------------------------

	THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is
entered into as of March 24, 2000 among Six-A SAC Self-Storage
Corporation, a Nevada corporation, with its principal place of
business at 715 South Country Club Drive, Mesa, AZ 85210
("Owner"), and the property managers identified on Exhibit A
                                                   ---------
attached hereto and incorporated herein by reference (each such
property manager is respectively referred to herein as "U-Haul").

                            RECITALS
                            --------

	A.  Owner owns the leasehold estate in the real property and
self-storage related improvements thereon located at the street
addresses identified on Exhibit A hereto (hereinafter,
collectively the "Property").

	B.  Owner intends that the Property be rented on a space-by-
space retail basis to corporations, partnerships, individuals
and/or other entities for use as self-storage facilities.

	C.  Owner desires that U-Haul manage the Property and U-Haul
desires to act as the property manager for the Property, all in
accordance with the terms and conditions of this Agreement and as
more specifically designated on Exhibit A hereto.

	NOW, THEREFORE, in consideration of the mutual covenants
herein contained, Owner and U-Haul hereby agree as follows.

1.  Employment.
    ----------

	(a) Owner hereby retains U-Haul, and U-Haul agrees to act as
manager of the Property upon the terms and conditions hereinafter
set forth.

	(b) Owner acknowledges that U-Haul, and/or U-Haul affiliates,
is in the business of managing self-storage facilities, both for
its own account and for the account of others.  It is hereby
expressly agreed that notwithstanding this Agreement, U-Haul and
such affiliates may continue to engage in such activities, may
manage facilities other than those presently managed by U-Haul and
its affiliates (whether or not such other facilities may be in
direct or indirect competition with Owner) and may in the future
engage in other business which may compete directly or indirectly
with activities of Owner.

	(c) In the performance of their respective duties under this
Agreement, each U-Haul property manager shall occupy the position
of an independent contractor with respect to Owner.  Nothing
contained herein shall be construed as making the parties hereto

<PAGE>

(or any of them) partners or joint venturors, nor (except as
expressly otherwise provided for herein) construed as making
U-Haul an agent or employee of Owner or of any other U-Haul property
manager hereunder.

2.  Duties and Authority of U-Haul.
    ------------------------------

	(a) GENERAL DUTIES AND AUTHORITY.  Subject only to the
restrictions and limitations provided in paragraphs (o) and (p) of
this Section 2  and the right of Owner to terminate this Agreement
as provided in Section 6 hereof, U-Haul shall have the sole and
exclusive authority to fully manage the Property and supervise and
direct the business and affairs associated or related to the daily
operation thereof, and, to that end on behalf of Owner, to execute
such documents and instruments as, in the sole judgment of U-Haul,
are reasonably necessary or advisable under the circumstances in
order to fulfill U-Haul's duties hereunder.  Such duties and
authority shall include, without limitation, those set forth
below.

	(b) RENTING OF THE PROPERTY.  U-Haul shall establish policies
and procedures for the marketing activities for the Property, and
may advertise the Property through such media as U-Haul deems
advisable, including, without limitation, advertising with the
Yellow Pages.  U-Haul shall have the sole discretion, which
discretion shall be exercised in good faith, to establish the
terms and conditions of occupancy by the tenants of the Property,
and U-Haul is hereby authorized to enter into rental agreements on
behalf and for the account of Owner with such tenants and to
collect rent from such tenants. U-Haul may jointly advertise the
Property with other properties owned or managed by U-Haul, and in
that event, U-Haul shall reasonably allocate the cost of such
advertising among such properties.

	(c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
execute, supervise and have control over the making and executing
of all decisions concerning the acquisition of furniture, fixtures
and supplies for the Property, and may purchase, lease or
otherwise acquire the same on behalf of Owner.  U-Haul shall make
and execute, or supervise and have control over the making and
executing of all decisions concerning the maintenance, repair, and
landscaping of the Property. U-Haul shall, on behalf of Owner,
negotiate and contract for and supervise the installation of all
capital improvements related to the Property; provided, however,
that U-Haul agrees to secure the prior written approval of Owner
on all such expenditures in excess of $5,000.00 for any one item,
except monthly or recurring operating charges and/or emergency
repairs if in the opinion of U-Haul such emergency-related
expenditures are necessary to protect the Property from damage or
to maintain services to the tenants as called for in their
respective leases.

	(d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the
Property and shall hire, discharge and supervise all labor and

<PAGE>

employees required for the operation and maintenance of the
Property.  Any employees so hired shall be employees of U-Haul,
and shall be carried on the payroll of U-Haul.  Employees may
include, but will not be limited to, on-site resident managers,
on-site assistant managers, and relief managers located, rendering
services, or performing activities on the Property in connection
with its operation and management.  The cost of employing such
persons shall not exceed prevailing rates for comparable persons
performing the same or similar services with respect to real
estate similar to the Property.

	(e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf
of Owner such agreements which U-Haul deems necessary or advisable
for the furnishing of utilities, services, concessions and
supplies, for the maintenance, repair and operation of the
Property and such other agreements which may benefit the Property
or be incidental to the matters for which U-Haul is responsible
hereunder.

	(f) OTHER DECISIONS.  U-Haul shall make all decisions in
connection with the daily operation of the Property.

	(g) REGULATIONS AND PERMITS.  U-Haul shall comply in all
material respects with any statute, ordinance, law, rule,
regulation or order of any governmental or regulatory body, having
jurisdiction over the Property, respecting the use of the Property
or the maintenance or operation thereof.  U-Haul shall apply for
and attempt to obtain and maintain, on behalf of Owner, all
licenses and permits required or advisable (in the sole judgment
of U-Haul) in connection with the management and operation of the
Property.

	(h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
U-Haul shall establish, supervise, direct and maintain the operation
of a system of record keeping and bookkeeping with respect to all
receipts and disbursements in connection with the management and
operation of the Property.  The books, records and accounts shall
be maintained at the U-Haul office or at such other location as
U-Haul shall determine, and shall be available and open to
examination and audit quarterly by Owner, its representatives, any
mortgagee of the Property, and such mortgagee's representative.
On or before thirty (30) days after the close of each quarter,
U-Haul shall cause to be prepared and delivered to Owner, a monthly
statement of receipts, expenses and charges, together with a
statement of the disbursements made by U-Haul during such period
on Owner's behalf.

	(i) [Reserved].

	(j) COLLECTION.  U-Haul shall be responsible for the billing
and collection of all accounts receivable and for payment of all

<PAGE>

accounts payable with respect to the Property and shall be
responsible for establishing policies and procedures to minimize
the amount of bad debts.

	(k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on
behalf and in the name of Owner, any and all legal actions or
proceedings U-Haul deems necessary or advisable to collect
charges, rent or other income due to Owner with respect to the
Property and to oust or dispossess tenants or other persons
unlawfully in possession under any lease, license concession
agreement or otherwise, and to collect damages for breach thereof
or default thereunder by such tenant, licensee, concessionaire or
occupant.

	(l) INSURANCE.  U-Haul shall use its best efforts to assure
that there is obtained and maintained in force, fire,
comprehensive liability and other insurance policies in amounts
generally carried with respect to similar facilities. U-Haul may
in its discretion obtain employee theft or similar insurance in
amounts and with such deductibles as U-Haul deems appropriate.
U-Haul shall promptly provide Owner with such certificates of
insurance as Owner may reasonably request in writing, evidencing
such insurance coverage.

	(m) TAXES.  During the term of this Agreement, U-Haul shall
pay from Owner's funds, prior to delinquency, all real estate
taxes, personal property taxes, and all other taxes assessed to,
or levied upon, the Property.  If required by the holder of any
note secured by the Property, U-Haul will set aside, from Owner's
funds, a reserve from each month's rent and other income
collected, in an amount required by said holder for purposes of
payment of real property taxes.

	(n) RESTRICTIONS.  Notwithstanding anything to the contrary
set forth in this Section 2, U-Haul shall not be required to do,
or cause to be done, anything for the account of Owner (i) which
may make U-Haul liable to third parties; (ii) which may not be
commenced, undertaken or completed because of insufficient funds
of Owner; or, (iii) which may not be commenced, undertaken or
completed because of acts of God, strikes, governmental
regulations of laws, acts of war or other types of events beyond
the control of U-Haul, whether similar or dissimilar to the
foregoing.

	(o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding
anything to the contrary set forth in this Section 2, U-Haul shall
not, without obtaining the prior written consent of Owner, (i)
rent storage space in the Property by written lease or agreement
for a stated term in excess of one year, (ii) alter the building
or other structures of the Property in any material manner; (iii)
make any other agreements which exceed a term of one year and are
not terminable on thirty day's notice at the will of Owner,
without penalty, payment or surcharge; (iv) act in violation of
any law; or (v) act in violation of any duty or responsibility of
Owner under any mortgage loan secured by the Property.

<PAGE>


	(p) SHARED EXPENSES.  Owner acknowledges that certain
economies may be achieved with respect to certain expenses to be
incurred by U-Haul on behalf of Owner hereunder if materials,
supplies, insurance or services are purchased by U-Haul in
quantity for use not only in connection with the Property but in
connection with other properties owned or managed by U-Haul or its
affiliates.  U-Haul shall have the right to purchase such
materials, supplies, insurance and/or services in its own name and
charge Owner a pro rata allocable share of the cost of the
foregoing; provided, however, that the pro rata cost of such
purchase to Owner shall not result in expenses greater than would
otherwise be incurred at competitive prices and terms available in
the area where the Property is located; and provided further,
U-Haul shall give Owner access to records so Owner may review any
such expenses incurred.

        (q) DEPOSITS OF GROSS REVENUES. All Gross Revenues (as
hereinafter defined) shall be deposited into a trust bank account
maintained by U-Haul (or its parent company) as trustee for the
benefit of the Owner.  To the extent that the Gross Revenues are
deposited into a collective trust account maintained by U-Haul (or
its parent company) for the benefit of multiple property owners,
such trust account will clearly identify the beneficiaries and
U-Haul (or its parent company) shall reconcile such account daily
and maintain such records as shall clearly identify each day the
respective interest of each beneficiary in such collective trust
account.  Gross Revenues of the Owner shall be applied first to
the repayment of Owner's senior debt with respect to the Property,
and then to U-Haul in reimbursement of expenses and for management
fees as provided under Section 4 below.

3.  Duties of Owner.
    ---------------

	Owner hereby agrees to cooperate with U-Haul in the
performance of U-Haul's duties under this Agreement and to that
end, upon the request of U-Haul, to provide, at such rental
charges, if any, as are deemed appropriate, reasonable office
space for U-Haul employees on the premises of the Property and to
give U-Haul access to all files, books and records of Owner
relevant to the Property.  Owner shall not unreasonably withhold
or delay any consent or authorization to U-Haul required or
appropriate under this Agreement.

4.  Compensation of U-Haul.
    ----------------------

        (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full
amount due for the services herein provided a fee (the "Management
Fee") equal to six percent (6%) of the "Gross Revenue" derived
from or connected with the Property so managed by U-Haul
hereunder.  The term "Gross Revenue" shall mean all receipts
(excluding security deposits unless and until Owner recognizes the
same as income) of Owner (whether or not received by U-Haul on
behalf or for the account of Owner) arising from the operation of

<PAGE>

the Property, including without limitation, rental payments of
lessees of space in the Property, vending machine or
concessionaire revenues, maintenance charges, if any, paid by the
tenants of the Property in addition to basic rent, parking fees,
if any, and all monies whether or not otherwise described herein
paid for the use of the Property.  "Gross  Revenue" shall be
determined on a cash basis.  The Management Fee shall be paid
promptly at the end of each calendar quarter and shall be
calculated on the basis of the "Gross Revenue" of such preceding
quarter.  The Management Fee shall be paid to each U-Haul property
manager herein identified based on the Gross Revenue of each
respective Property for which such property manager is responsible
as set forth on Exhibit A hereto.  Each property manager agrees
                ---------
that its monthly Management Fee shall be subordinate to that
month's principal balance and interest payment on any first lien
position mortgage loan on the Property.

	It is understood and agreed that the Management Fee will not
be reduced by the cost to Owner of those employees and independent
contractors engaged by or for Owner, including but not limited to
the categories of personnel specifically referred to in Section
2(d).  Except as provided in this Section 4, it is further
understood and agreed that U-Haul shall not be entitled to
additional compensation of any kind in connection with the
performance by it of its duties under this Agreement.

        (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
Management Fee described above, U-Haul shall be entitled to
reimbursement from Owner, on a quarterly basis, for all out-of-
pocket expenses incurred by U-Haul hereunder in connection with
the management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead,
litigation and dispute resolution related expenses, capital
improvement expenses, and costs of sales.

5.  Use of Trademarks, Service Marks and Related Items.
    --------------------------------------------------

	Owner acknowledges the significant value of the "U-Haul" name
in the operations of Owner's property and it is therefore
understood and agreed that the name,  trademark and service mark,
"U-Haul", and related marks, slogans, caricatures, designs and
other trade or service items shall be utilized for the non-
exclusive benefit of Owner in the rental and operation of the
Property, and in comparable operations elsewhere.  It is further
understood and agreed that this name and all such marks, slogans,
caricatures, designs and other trade or service items shall remain
and be at all times the property of U-Haul and its affiliates, and
that, except during the term hereof and as expressly provided
herein, Owner shall have no right whatsoever therein.  Owner
agrees that during the term of this agreement the sign faces at
the property will have the name "U-Haul."  The U-Haul sign faces
will be paid for by Owner.  Upon termination of this agreement at
any time for any reason, all such use by and for the benefit of
Owner of any such name, mark, slogan, caricature, design or other
trade or service item in connection with the Property shall, in

<PAGE>

any event, be terminated and any signs bearing any of the
foregoing shall be removed from view and no longer used by Owner.
 In addition, upon termination of this Agreement at any time for
any reason, Owner shall not enter into any new leases of Property
using the U-Haul lease form or use other forms prepared by U-Haul.
 It is understood and agreed that U-Haul will use and shall be
unrestricted in its use of such name, mark, slogan, caricature,
design or other trade or service item in the management and
operation of other storage facilities both during and after the
expiration or termination of the term of this Agreement.

6.  Termination.
    -----------

	Owner or U-Haul may terminate this Agreement with or without
cause by giving not less than thirty days' written notice to the
other party pursuant to Section 11 hereof.  In addition, if Owner
fails to pay U-Haul any amounts owed under this Agreement when
due, U-Haul may terminate this Agreement by giving Owner not less
than ten days written notice pursuant to Section 11 hereof.
Notwithstanding the foregoing, however, U-Haul shall not resign as
property manager of the Property until a nationally recognized and
reputable successor property manager is available and prepared to
assume property management responsibilities with respect to the
Property in question  Upon termination of this Agreement, U-Haul
shall promptly return to Owner all monies, books, records and
other materials held by U-Haul for or on behalf of Owner.  In
addition, if U-Haul has contracted to advertise the Property in
the Yellow Pages, Owner shall, at the option of U-Haul, continue
to be responsible for the cost of such advertisement and shall
either (i) pay U-Haul the remaining amount due under such contract
in a lump sum; or (ii) pay U-Haul monthly for the amount due under
such contract.

7.  Indemnification.
    ---------------

	Owner hereby agrees to indemnify and hold each of U-Haul, all
persons and companies affiliated with U-Haul, and all officers,
shareholders, directors, employees and agents of U-Haul and of any
affiliated companies or persons (collectively, the "Indemnified
Persons") harmless from any and all costs, expenses, attorneys'
fees, suits, liabilities, judgments, damages, and claims in
connection with the management of the Property (including the loss
of use thereof following any damage, injury or destruction),
arising from any cause except for the willful misconduct or gross
negligence on the part of the Indemnified Persons.  In addition,
no Indemnified Person shall be liable for any error of judgment or
for any mistake of fact or law, or for anything which it may do or
refrain from doing hereafter, except in cases of willful
misconduct or gross negligence.  U-Haul hereby agrees to indemnify
and hold Owner harmless from any and all costs, expenses,
attorneys' fees, suits, liabilities, judgments, damages and claims
in connection with the management of the Property arising from the
willful misconduct of, gross negligence of, or breach of this
Agreement by the Indemnified Persons.  In addition, U-Haul shall

<PAGE>

not be liable to Owner for the acts or omissions of U-Haul's
officers, shareholders, directors, employees, and agents except
for U-Haul's own gross negligence or willful misconduct.

<PAGE>

8.  Assignment.
    ----------

	This Agreement may be assigned by Owner in connection with
any mortgage loan on the Property, whether pursuant to a
conditional or unconditional, absolute assignment.  U-Haul shall
have the right to assign this Agreement to an affiliate or a
wholly or majority owned subsidiary; provided, however, any such
assignee must assume all obligations of U-Haul hereunder, Owner's
rights hereunder will be enforceable against any such assignee and
U-Haul shall not be released from its liabilities hereunder unless
Owner shall expressly agree thereto in writing.

9.  Headings.
    --------

	The headings contained herein are for convenience of
reference only and are not intended to define, limit or describe
the scope or intent of any provision of this Agreement.

10.  Governing Law.
     -------------

        The validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties
shall be governed by the internal laws of the State of Arizona.

11.  Notices.
     -------

	Any notice required or permitted herein shall be in writing
and shall be personally delivered or mailed first class postage
prepaid or delivered by an overnight delivery service to the
respective addresses of the parties set forth below their
signatures on the signature page thereof, or to such other address
as any party may give  to the other in writing.  Any notice
required by this Agreement will be deemed to have been given when
personally served or one day after delivery to an overnight
delivery service or five days after deposit in the first class
mail.

12.  Severability.
     ------------

	Should any term or provision hereof be deemed invalid, void
or unenforceable either in its entirety or in a particular
application, the remainder of this Agreement shall nonetheless
remain in full force and effect and, if the subject term or
provision is deemed to be invalid, void or unenforceable only with
respect to a particular application, such term or provision shall
remain in full force and effect with respect to all other
applications.

<PAGE>

13.  Successors.
     ----------

	This Agreement shall be binding upon and inure to the benefit
of the respective parties hereto and their permitted assigns and
successors in interest.

14.  Attorneys' Fees.
     ---------------

	If it shall become necessary for any party hereto to engage
attorneys to institute legal action for the purpose of enforcing
their respective rights hereunder or for the purpose of defending
legal action brought by the other party hereto, the party or
parties prevailing in such litigation shall be entitled to receive
all costs, expenses and fees (including reasonable attorneys'
fees) incurred by it in such litigation (including appeals).

15.  Counterparts.
     ------------

	This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

16.  Scope of Property Manager Responsibility.
     ----------------------------------------

	The duties, obligations and liability of each property
manager identified herein shall extend only so far as to relate to
the Property for which such property manager is managing located
in the domicile state of such property manager, as more
specifically described on Exhibit A hereto, and no individual
property manager hereunder shall be liable for the acts or
omissions of any other property manager hereunder.  Each property
manager shall use its best efforts to assist Owner in fulfilling
Owner's obligations arising under any loan to Owner that is
secured by the Property, including but not limited to preparing
and providing financial and accounting reports, and maintaining
the Property.  Each property manager agrees that it will perform
its obligations hereunder according to reasonable industry
standards, in good faith, and in a commercially reasonable manner.
 U-Haul agrees that, in discharging its duties hereunder, it will
not have any relationship with any of its affiliates that would be
less favorable to Owner than would reasonably be available in a
transaction with an unaffiliated party.


[Rest of page intentionally left blank]

<PAGE>

	IN WITNESS WHEREOF, the parties hereto execute this Agreement
     as of the date first above written.

"Owner"

Six-A SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ MARK V. SHOEN
    ----------------------------
        Mark V. Shoen, President


"U-Haul"

U-Haul Co. of Maryland, Inc.,
a Maryland corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
        Gary V. Klinefelter, Secretary


U-Haul Co. of Texas, Inc.,
a Texas corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
        Gary V. Klinefelter, Secretary


U-Haul Co. of Oregon, Inc.,
An Oregon corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
        Gary V. Klinefelter, Secretary

U-Haul Co. of New Hampshire, Inc.,
a New Hampshire corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------------
    Gary V. Klinefelter, Secretary

<PAGE>

SIX SAC SELF-STORAGE CORPORATION, a Nevada corporation, fee owner of each
Property, hereby consents to this Agreement and the transactions contemplated
hereby.

DATED:  March __ 2000

SIX SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ MARK V. SHOEN
    ------------------------
    Mark V. Shoen, President

<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT A
                                    ---------


Address:                                                  Name of Property Manager:
<S>                                                       <C>
U-Haul Hyattsville, 2421 Chillum Rd. Hyattsville, MD      U-Haul Co. of Maryland, Inc.
U-Haul Center Research, 8710 Burnet Rd., Austin, TX       U-Haul Co. of Texas, Inc.
U-Haul Beaverton, 14225 SW TV Highway, Beaverton, OR      U-Haul Co. of Oregon, Inc.
U-Haul S. Willow, 5155 Willow Street, Manchester, NH      U-Haul Co of New Hampshire, Inc.

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>MGMT AGREEMENT SIX-B SAC
<TEXT>

<PAGE>
                 PROPERTY MANAGEMENT AGREEMENT
                 -----------------------------

	THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is
entered into as of March 24, 2000 among Six-B SAC Self-Storage
Corporation, a Nevada corporation, with its principal place of
business at 715 South Country Club Drive, Mesa, AZ 85210
("Owner"), and the property managers identified on Exhibit A
                                                   ---------
attached hereto and incorporated herein by reference (each such
property manager is respectively referred to herein as "U-Haul").

                            RECITALS
                            --------

	A.  Owner owns the leasehold estate in the real property and
self-storage related improvements thereon located at the street
addresses identified on Exhibit A hereto (hereinafter,
collectively the "Property").

	B.  Owner intends that the Property be rented on a space-by-
space retail basis to corporations, partnerships, individuals
and/or other entities for use as self-storage facilities.

	C.  Owner desires that U-Haul manage the Property and U-Haul
desires to act as the property manager for the Property, all in
accordance with the terms and conditions of this Agreement and as
more specifically designated on Exhibit A hereto.

	NOW, THEREFORE, in consideration of the mutual covenants
herein contained, Owner and U-Haul hereby agree as follows.

1.  Employment.
    ----------

	(a) Owner hereby retains U-Haul, and U-Haul agrees to act as
manager of the Property upon the terms and conditions hereinafter
set forth.

	(b) Owner acknowledges that U-Haul, and/or U-Haul affiliates,
is in the business of managing self-storage facilities, both for
its own account and for the account of others.  It is hereby
expressly agreed that notwithstanding this Agreement, U-Haul and
such affiliates may continue to engage in such activities, may
manage facilities other than those presently managed by U-Haul and
its affiliates (whether or not such other facilities may be in
direct or indirect competition with Owner) and may in the future
engage in other business which may compete directly or indirectly
with activities of Owner.

	(c) In the performance of their respective duties under this
Agreement, each U-Haul property manager shall occupy the position
of an independent contractor with respect to Owner.  Nothing
contained herein shall be construed as making the parties hereto

<PAGE>

(or any of them) partners or joint venturors, nor (except as
expressly otherwise provided for herein) construed as making
U-Haul an agent or employee of Owner or of any other U-Haul property
manager hereunder.

2.  Duties and Authority of U-Haul.
    ------------------------------

	(a) GENERAL DUTIES AND AUTHORIY.  Subject only to the
restrictions and limitations provided in paragraphs (o) and (p) of
this Section 2  and the right of Owner to terminate this Agreement
as provided in Section 6 hereof, U-Haul shall have the sole and
exclusive authority to fully manage the Property and supervise and
direct the business and affairs associated or related to the daily
operation thereof, and, to that end on behalf of Owner, to execute
such documents and instruments as, in the sole judgment of U-Haul,
are reasonably necessary or advisable under the circumstances in
order to fulfill U-Haul's duties hereunder.  Such duties and
authority shall include, without limitation, those set forth
below.

	(b) RENTING OF THE PROPERTY.  U-Haul shall establish policies
and procedures for the marketing activities for the Property, and
may advertise the Property through such media as U-Haul deems
advisable, including, without limitation, advertising with the
Yellow Pages.  U-Haul shall have the sole discretion, which
discretion shall be exercised in good faith, to establish the
terms and conditions of occupancy by the tenants of the Property,
and U-Haul is hereby authorized to enter into rental agreements on
behalf and for the account of Owner with such tenants and to
collect rent from such tenants. U-Haul may jointly advertise the
Property with other properties owned or managed by U-Haul, and in
that event, U-Haul shall reasonably allocate the cost of such
advertising among such properties.

	(c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
execute, supervise and have control over the making and executing
of all decisions concerning the acquisition of furniture, fixtures
and supplies for the Property, and may purchase, lease or
otherwise acquire the same on behalf of Owner.  U-Haul shall make
and execute, or supervise and have control over the making and
executing of all decisions concerning the maintenance, repair, and
landscaping of the Property. U-Haul shall, on behalf of Owner,
negotiate and contract for and supervise the installation of all
capital improvements related to the Property; provided, however,
that U-Haul agrees to secure the prior written approval of Owner
on all such expenditures in excess of $5,000.00 for any one item,
except monthly or recurring operating charges and/or emergency
repairs if in the opinion of U-Haul such emergency-related
expenditures are necessary to protect the Property from damage or
to maintain services to the tenants as called for in their
respective leases.

	(d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the

<PAGE>

Property and shall hire, discharge and supervise all labor and
employees required for the operation and maintenance of the
Property.  Any employees so hired shall be employees of U-Haul,
and shall be carried on the payroll of U-Haul.  Employees may
include, but will not be limited to, on-site resident managers,
on-site assistant managers, and relief managers located, rendering
services, or performing activities on the Property in connection
with its operation and management.  The cost of employing such
persons shall not exceed prevailing rates for comparable persons
performing the same or similar services with respect to real
estate similar to the Property.

	(e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf
of Owner such agreements which U-Haul deems necessary or advisable
for the furnishing of utilities, services, concessions and
supplies, for the maintenance, repair and operation of the
Property and such other agreements which may benefit the Property
or be incidental to the matters for which U-Haul is responsible
hereunder.

	(f) OTHER DECISIONS.  U-Haul shall make all decisions in
connection with the daily operation of the Property.

	(g) REGULATIONS AND PERMITS.  U-Haul shall comply in all
material respects with any statute, ordinance, law, rule,
regulation or order of any governmental or regulatory body, having
jurisdiction over the Property, respecting the use of the Property
or the maintenance or operation thereof.  U-Haul shall apply for
and attempt to obtain and maintain, on behalf of Owner, all
licenses and permits required or advisable (in the sole judgment
of U-Haul) in connection with the management and operation of the
Property.

	(h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
U-Haul shall establish, supervise, direct and maintain the operation
of a system of record keeping and bookkeeping with respect to all
receipts and disbursements in connection with the management and
operation of the Property.  The books, records and accounts shall
be maintained at the U-Haul office or at such other location as
U-Haul shall determine, and shall be available and open to
examination and audit quarterly by Owner, its representatives, any
mortgagee of the Property, and such mortgagee's representative.
On or before thirty (30) days after the close of each quarter,
U-Haul shall cause to be prepared and delivered to Owner, a monthly
statement of receipts, expenses and charges, together with a
statement of the disbursements made by U-Haul during such period
on Owner's behalf.

	(i) [Reserved].

	(j) COLLECTION.  U-Haul shall be responsible for the billing
and collection of all accounts receivable and for payment of all
accounts payable with respect to the Property and shall be

<PAGE>

responsible for establishing policies and procedures to minimize
the amount of bad debts.

	(k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on
behalf and in the name of Owner, any and all legal actions or
proceedings U-Haul deems necessary or advisable to collect
charges, rent or other income due to Owner with respect to the
Property and to oust or dispossess tenants or other persons
unlawfully in possession under any lease, license concession
agreement or otherwise, and to collect damages for breach thereof
or default thereunder by such tenant, licensee, concessionaire or
occupant.

	(l) INSURANCE.  U-Haul shall use its best efforts to assure
that there is obtained and maintained in force, fire,
comprehensive liability and other insurance policies in amounts
generally carried with respect to similar facilities. U-Haul may
in its discretion obtain employee theft or similar insurance in
amounts and with such deductibles as U-Haul deems appropriate.  U-Haul
shall promptly provide Owner with such certificates of insurance as Owner
may reasonably request in writing, evidencing such insurance coverage.

	(m) TAXES.  During the term of this Agreement, U-Haul shall
pay from Owner's funds, prior to delinquency, all real estate
taxes, personal property taxes, and all other taxes assessed to,
or levied upon, the Property.  If required by the holder of any
note secured by the Property, U-Haul will set aside, from Owner's
funds, a reserve from each month's rent and other income
collected, in an amount required by said holder for purposes of
payment of real property taxes.

	(n) RESTRICTIONS.  Notwithstanding anything to the contrary
set forth in this Section 2, U-Haul shall not be required to do,
or cause to be done, anything for the account of Owner (i) which
may make U-Haul liable to third parties; (ii) which may not be
commenced, undertaken or completed because of insufficient funds
of Owner; or, (iii) which may not be commenced, undertaken or
completed because of acts of God, strikes, governmental
regulations of laws, acts of war or other types of events beyond
the control of U-Haul, whether similar or dissimilar to the
foregoing.

	(o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding
anything to the contrary set forth in this Section 2, U-Haul shall
not, without obtaining the prior written consent of Owner, (i)
rent storage space in the Property by written lease or agreement
for a stated term in excess of one year, (ii) alter the building
or other structures of the Property in any material manner; (iii)
make any other agreements which exceed a term of one year and are
not terminable on thirty day's notice at the will of Owner,
without penalty, payment or surcharge; (iv) act in violation of
any law; or (v) act in violation of any duty or responsibility of
Owner under any mortgage loan secured by the Property.

<PAGE>

	(p) SHARED EXPENSES.  Owner acknowledges that certain
economies may be achieved with respect to certain expenses to be
incurred by U-Haul on behalf of Owner hereunder if materials,
supplies, insurance or services are purchased by U-Haul in
quantity for use not only in connection with the Property but in
connection with other properties owned or managed by U-Haul or its
affiliates.  U-Haul shall have the right to purchase such
materials, supplies, insurance and/or services in its own name and
charge Owner a pro rata allocable share of the cost of the
foregoing; provided, however, that the pro rata cost of such
purchase to Owner shall not result in expenses greater than would
otherwise be incurred at competitive prices and terms available in
the area where the Property is located; and provided further,
U-Haul shall give Owner access to records so Owner may review any
such expenses incurred.

        (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as
hereinafter defined) shall be deposited into a trust bank account
maintained by U-Haul (or its parent company) as trustee for the
benefit of the Owner.  To the extent that the Gross Revenues are
deposited into a collective trust account maintained by U-Haul (or
its parent company) for the benefit of multiple property owners,
such trust account will clearly identify the beneficiaries and
U-Haul (or its parent company) shall reconcile such account daily
and maintain such records as shall clearly identify each day the
respective interest of each beneficiary in such collective trust
account.  Gross Revenues of the Owner shall be applied first to
the repayment of Owner's senior debt with respect to the Property,
and then to U-Haul in reimbursement of expenses and for management
fees as provided under Section 4 below.

3.  Duties of Owner.
    ---------------

	Owner hereby agrees to cooperate with U-Haul in the
performance of U-Haul's duties under this Agreement and to that
end, upon the request of U-Haul, to provide, at such rental
charges, if any, as are deemed appropriate, reasonable office
space for U-Haul employees on the premises of the Property and to
give U-Haul access to all files, books and records of Owner
relevant to the Property.  Owner shall not unreasonably withhold
or delay any consent or authorization to U-Haul required or
appropriate under this Agreement.

4.  Compensation of U-Haul.
    ----------------------

        (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full
amount due for the services herein provided a fee (the "Management
Fee") equal to six percent (6%) of the "Gross Revenue" derived
from or connected with the Property so managed by U-Haul
hereunder.  The term "Gross Revenue" shall mean all receipts
(excluding security deposits unless and until Owner recognizes the
same as income) of Owner (whether or not received by U-Haul on
behalf or for the account of Owner) arising from the operation of

<PAGE>

the Property, including without limitation, rental payments of
lessees of space in the Property, vending machine or
concessionaire revenues, maintenance charges, if any, paid by the
tenants of the Property in addition to basic rent, parking fees,
if any, and all monies whether or not otherwise described herein
paid for the use of the Property.  "Gross  Revenue" shall be
determined on a cash basis.  The Management Fee shall be paid
promptly at the end of each calendar quarter and shall be
calculated on the basis of the "Gross Revenue" of such preceding
quarter.  The Management Fee shall be paid to each U-Haul property
manager herein identified based on the Gross Revenue of each
respective Property for which such property manager is responsible
as set forth on Exhibit A hereto.  Each property manager agrees
                ---------
that its monthly Management Fee shall be subordinate to that
month's principal balance and interest payment on any first lien
position mortgage loan on the Property.

	It is understood and agreed that the Management Fee will not
be reduced by the cost to Owner of those employees and independent
contractors engaged by or for Owner, including but not limited to
the categories of personnel specifically referred to in Section
2(d).  Except as provided in this Section 4, it is further
understood and agreed that U-Haul shall not be entitled to
additional compensation of any kind in connection with the
performance by it of its duties under this Agreement.

        (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
Management Fee described above, U-Haul shall be entitled to
reimbursement from Owner, on a quarterly basis, for all out-of-
pocket expenses incurred by U-Haul hereunder in connection with
the management and operation of the Property, including, without
limitation, taxes, insurance, operational expenses, overhead,
litigation and dispute resolution related expenses, capital
improvement expenses, and costs of sales.

5.  Use of Trademarks, Service Marks and Related Items.
    --------------------------------------------------

	Owner acknowledges the significant value of the "U-Haul" name
in the operations of Owner's property and it is therefore
understood and agreed that the name,  trademark and service mark,
"U-Haul", and related marks, slogans, caricatures, designs and
other trade or service items shall be utilized for the non-
exclusive benefit of Owner in the rental and operation of the
Property, and in comparable operations elsewhere.  It is further
understood and agreed that this name and all such marks, slogans,
caricatures, designs and other trade or service items shall remain
and be at all times the property of U-Haul and its affiliates, and
that, except during the term hereof and as expressly provided
herein, Owner shall have no right whatsoever therein.  Owner
agrees that during the term of this agreement the sign faces at
the property will have the name "U-Haul."  The U-Haul sign faces
will be paid for by Owner.  Upon termination of this agreement at
any time for any reason, all such use by and for the benefit of
Owner of any such name, mark, slogan, caricature, design or other
trade or service item in connection with the Property shall, in

<PAGE>

any event, be terminated and any signs bearing any of the
foregoing shall be removed from view and no longer used by Owner.
In addition, upon termination of this Agreement at any time for
any reason, Owner shall not enter into any new leases of Property
using the U-Haul lease form or use other forms prepared by U-Haul.
It is understood and agreed that U-Haul will use and shall be
unrestricted in its use of such name, mark, slogan, caricature,
design or other trade or service item in the management and
operation of other storage facilities both during and after the
expiration or termination of the term of this Agreement.

6.  Termination.
    -----------

	Owner or U-Haul may terminate this Agreement with or without
cause by giving not less than thirty days' written notice to the
other party pursuant to Section 11 hereof.  In addition, if Owner
fails to pay U-Haul any amounts owed under this Agreement when
due, U-Haul may terminate this Agreement by giving Owner not less
than ten days written notice pursuant to Section 11 hereof.
Notwithstanding the foregoing, however, U-Haul shall not resign as
property manager of the Property until a nationally recognized and
reputable successor property manager is available and prepared to
assume property management responsibilities with respect to the
Property in question  Upon termination of this Agreement, U-Haul
shall promptly return to Owner all monies, books, records and
other materials held by U-Haul for or on behalf of Owner.  In
addition, if U-Haul has contracted to advertise the Property in
the Yellow Pages, Owner shall, at the option of U-Haul, continue
to be responsible for the cost of such advertisement and shall
either (i) pay U-Haul the remaining amount due under such contract
in a lump sum; or (ii) pay U-Haul monthly for the amount due under
such contract.

7.  Indemnification.
    ---------------

	Owner hereby agrees to indemnify and hold each of U-Haul, all
persons and companies affiliated with U-Haul, and all officers,
shareholders, directors, employees and agents of U-Haul and of any
affiliated companies or persons (collectively, the "Indemnified
Persons") harmless from any and all costs, expenses, attorneys'
fees, suits, liabilities, judgments, damages, and claims in
connection with the management of the Property (including the loss
of use thereof following any damage, injury or destruction),
arising from any cause except for the willful misconduct or gross
negligence on the part of the Indemnified Persons.  In addition,
no Indemnified Person shall be liable for any error of judgment or
for any mistake of fact or law, or for anything which it may do or
refrain from doing hereafter, except in cases of willful
misconduct or gross negligence.  U-Haul hereby agrees to indemnify
and hold Owner harmless from any and all costs, expenses,
attorneys' fees, suits, liabilities, judgments, damages and claims
in connection with the management of the Property arising from the
willful misconduct of, gross negligence of, or breach of this
Agreement by the Indemnified Persons.  In addition, U-Haul shall

<PAGE>

not be liable to Owner for the acts or omissions of U-Haul's
officers, shareholders, directors, employees, and agents except
for U-Haul's own gross negligence or willful misconduct.

<PAGE>

8.  Assignment.
    ----------

	This Agreement may be assigned by Owner in connection with
any mortgage loan on the Property, whether pursuant to a
conditional or unconditional, absolute assignment.  U-Haul shall
have the right to assign this Agreement to an affiliate or a
wholly or majority owned subsidiary; provided, however, any such
assignee must assume all obligations of U-Haul hereunder, Owner's
rights hereunder will be enforceable against any such assignee and
U-Haul shall not be released from its liabilities hereunder unless
Owner shall expressly agree thereto in writing.

9.  Headings.
    --------

	The headings contained herein are for convenience of
reference only and are not intended to define, limit or describe
the scope or intent of any provision of this Agreement.

10.  Governing Law.
     -------------

	The validity of this Agreement, the construction of its terms
and the interpretation of the rights and duties of the parties
shall be governed by the internal laws of the State of Arizona.

11.  Notices.
     -------

	Any notice required or permitted herein shall be in writing
and shall be personally delivered or mailed first class postage
prepaid or delivered by an overnight delivery service to the
respective addresses of the parties set forth below their
signatures on the signature page thereof, or to such other address
as any party may give  to the other in writing.  Any notice
required by this Agreement will be deemed to have been given when
personally served or one day after delivery to an overnight
delivery service or five days after deposit in the first class
mail.

12.  Severability.
     ------------

	Should any term or provision hereof be deemed invalid, void
or unenforceable either in its entirety or in a particular
application, the remainder of this Agreement shall nonetheless
remain in full force and effect and, if the subject term or
provision is deemed to be invalid, void or unenforceable only with
respect to a particular application, such term or provision shall
remain in full force and effect with respect to all other
applications.

<PAGE>

13.  Successors.
     ----------

	This Agreement shall be binding upon and inure to the benefit
of the respective parties hereto and their permitted assigns and
successors in interest.

14.  Attorneys' Fees.
     ---------------

	If it shall become necessary for any party hereto to engage
attorneys to institute legal action for the purpose of enforcing
their respective rights hereunder or for the purpose of defending
legal action brought by the other party hereto, the party or
parties prevailing in such litigation shall be entitled to receive
all costs, expenses and fees (including reasonable attorneys'
fees) incurred by it in such litigation (including appeals).

15.  Counterparts.
     ------------

	This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

16.  Scope of Property Manager Responsibility.
     ----------------------------------------

	The duties, obligations and liability of each property
manager identified herein shall extend only so far as to relate to
the Property for which such property manager is managing located
in the domicile state of such property manager, as more
specifically described on Exhibit A hereto, and no individual
property manager hereunder shall be liable for the acts or
omissions of any other property manager hereunder.  Each property
manager shall use its best efforts to assist Owner in fulfilling
Owner's obligations arising under any loan to Owner that is
secured by the Property, including but not limited to preparing
and providing financial and accounting reports, and maintaining
the Property.  Each property manager agrees that it will perform
its obligations hereunder according to reasonable industry
standards, in good faith, and in a commercially reasonable manner.
 U-Haul agrees that, in discharging its duties hereunder, it will
not have any relationship with any of its affiliates that would be
less favorable to Owner than would reasonably be available in a
transaction with an unaffiliated party.


[Rest of page intentionally left blank]

<PAGE>

	IN WITNESS WHEREOF, the parties hereto execute this Agreement
    as of the date first above written.

"Owner"

Six-B SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ MARK V. SHOEN
    ----------------------------
        Mark V. Shoen, President

"U-Haul"

U-Haul Co. of Missouri, Inc.,
a Missouri corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
        Gary V. Klinefelter, Secretary

U-Haul Co. of Virginia, Inc.,
a Virginia corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
        Gary V. Klinefelter, Secretary

U-Haul Co. of Texas, Inc.,
a Texas corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
        Gary V. Klinefelter, Secretary

U-Haul Co. of Oregon, Inc.,
an Oregon corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
        Gary V. Klinefelter, Secretary

U-Haul Co. of Louisiana, Inc.,
a Louisiana corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
        Gary V. Klinefelter, Secretary

<PAGE>

SIX SAC SELF-STORAGE CORPORATION, a Nevada corporation, fee owner of each
Property, hereby consents to this Agreement and the transactions contemplated
hereby.

DATED: March __, 2000

SIX SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ MARK V. SHOEN
    ----------------------------
        Mark V. Shoen, President


<PAGE>
<TABLE>
<CAPTION>

                                                EXHIBIT A
                                                ---------


Address							Name of Property Manager
<S>                                                     <C>
U-Haul Franklin, 4400 Franklin Blvd., Eugene, OR        U-Haul Co. of Oregon, Inc.
U-Haul Downtown, 1530 Locust St., Kansas City, MO       U-Haul Co. of Missouri, Inc.
U-Haul Ctr. LBJ, 12215 LBJ Freeway, Garland, TX         U-Haul Co. of Texas, Inc.
U-Haul Hollywood, 2205 Hollywood, Shreveport, LA        U-Haul Co. of Louisiana, Inc.
U-Haul Lombardy, 900 North Lombardy, Richmond, VA       U-Haul Co. of Vriginia, Inc.

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>MGMT AGREEMENT SIX-C SAC
<TEXT>

<PAGE>
                 PROPERTY MANAGEMENT AGREEMENT
                 -----------------------------

	THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into
as of March 24, 2000 among Six-C SAC Self-Storage Corporation, a Nevada
corporation, with its principal place of business at 715 South Country
Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers identified
on Exhibit A attached hereto and incorporated herein by reference (each
   ---------
such property manager is respectively referred to herein as "U-Haul").

                                        RECITALS
                                        --------

	A.  Owner owns the leasehold estate in the real property and self-
storage related improvements thereon located at the street addresses
identified on Exhibit A hereto (hereinafter, collectively the "Property").

	B.  Owner intends that the Property be rented on a space-by-space
retail basis to corporations, partnerships, individuals and/or other
entities for use as self-storage facilities.

	C.  Owner desires that U-Haul manage the Property and U-Haul desires
to act as the property manager for the Property, all in accordance with
the terms and conditions of this Agreement and as more specifically
designated on Exhibit A hereto.

	NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Owner and U-Haul hereby agree as follows.

1.  Employment.
    ----------

	(a) Owner hereby retains U-Haul, and U-Haul agrees to act as manager
of the Property upon the terms and conditions hereinafter set forth.

	(b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is in
the business of managing self-storage facilities, both for its own account
and for the account of others.  It is hereby expressly agreed that
notwithstanding this Agreement, U-Haul and such affiliates may continue to
engage in such activities, may manage facilities other than those
presently managed by U-Haul and its affiliates (whether or not such other
facilities may be in direct or indirect competition with Owner) and may in
the future engage in other business which may compete directly or
indirectly with activities of Owner.

	(c) In the performance of their respective duties under this
Agreement, each U-Haul property manager shall occupy the position of an
independent contractor with respect to Owner.  Nothing contained herein
<PAGE>
shall be construed as making the parties hereto (or any of them) partners
or joint venturors, nor (except as expressly otherwise provided for
herein) construed as making U-Haul an agent or employee of Owner or of any
other U-Haul property manager hereunder.

2.  Duties and Authority of U-Haul.
    ------------------------------

        (a) GENERAL DUTIES AND AUTHORITY.  Subject only to the restrictions
and limitations provided in paragraphs (o) and (p) of this Section 2  and
the right of Owner to terminate this Agreement as provided in Section 6
hereof, U-Haul shall have the sole and exclusive authority to fully manage
the Property and supervise and direct the business and affairs associated
or related to the daily operation thereof, and, to that end on behalf of
Owner, to execute such documents and instruments as, in the sole judgment
of U-Haul, are reasonably necessary or advisable under the circumstances
in order to fulfill U-Haul's duties hereunder.  Such duties and authority
shall include, without limitation, those set forth below.

        (b) RENTING OF THE PROPERTY.  U-Haul shall establish policies and
procedures for the marketing activities for the Property, and may
advertise the Property through such media as U-Haul deems advisable,
including, without limitation, advertising with the Yellow Pages.  U-Haul
shall have the sole discretion, which discretion shall be exercised in
good faith, to establish the terms and conditions of occupancy by the
tenants of the Property, and U-Haul is hereby authorized to enter into
rental agreements on behalf and for the account of Owner with such tenants
and to collect rent from such tenants. U-Haul may jointly advertise the
Property with other properties owned or managed by U-Haul, and in that
event, U-Haul shall reasonably allocate the cost of such advertising among
such properties.

        (c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
execute, supervise and have control over the making and executing of all
decisions concerning the acquisition of furniture, fixtures and supplies
for the Property, and may purchase, lease or otherwise acquire the same on
behalf of Owner.  U-Haul shall make and execute, or supervise and have
control over the making and executing of all decisions concerning the
maintenance, repair, and landscaping of the Property. U-Haul shall, on
behalf of Owner, negotiate and contract for and supervise the installation
of all capital improvements related to the Property; provided, however,
that U-Haul agrees to secure the prior written approval of Owner on all
such expenditures in excess of $5,000.00 for any one item, except monthly
or recurring operating charges and/or emergency repairs if in the opinion
of U-Haul such emergency-related expenditures are necessary to protect the
Property from damage or to maintain services to the tenants as called for
in their respective leases.

        (d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the Property and
<PAGE>
shall hire, discharge and supervise all labor and employees required for
the operation and maintenance of the Property.  Any employees so hired
shall be employees of U-Haul, and shall be carried on the payroll of U-Haul.
Employees may include, but will not be limited to, on-site resident managers,
on-site assistant managers, and relief managers located, rendering services,
or performing activities on the Property in connection with its operation and
management.  The cost of employing such persons shall not exceed prevailing
rates for comparable persons performing the same or similar services with
respect to real estate similar to the Property.

        (e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf of
Owner such agreements which U-Haul deems necessary or advisable for the
furnishing of utilities, services, concessions and supplies, for the
maintenance, repair and operation of the Property and such other
agreements which may benefit the Property or be incidental to the matters
for which U-Haul is responsible hereunder.

        (f) OTHER DECISIONS.  U-Haul shall make all decisions in connection
with the daily operation of the Property.

        (g) REGULATIONS AND PERMITS.  U-Haul shall comply in all material
respects with any statute, ordinance, law, rule, regulation or order of
any governmental or regulatory body, having jurisdiction over the
Property, respecting the use of the Property or the maintenance or
operation thereof.  U-Haul shall apply for and attempt to obtain and
maintain, on behalf of Owner, all licenses and permits required or
advisable (in the sole judgment of U-Haul) in connection with the
management and operation of the Property.

        (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.  U-Haul
shall establish, supervise, direct and maintain the operation of a system
of record keeping and bookkeeping with respect to all receipts and
disbursements in connection with the management and operation of the Property.
The books, records and accounts shall be maintained at the U-Haul office or
at such other location as U-Haul shall determine, and shall be available and
open to examination and audit quarterly by Owner, its representatives, any
mortgagee of the Property, and such mortgagee's representative.  On or before
thirty (30) days after the close of each quarter, U-Haul shall cause to be
prepared and delivered to Owner, a monthly statement of receipts, expenses and
charges, together with a statement of the disbursements made by U-Haul during
such period on Owner's behalf.

	(i) [Reserved].

        (j) COLLECTION.  U-Haul shall be responsible for the billing and
collection of all accounts receivable and for payment of all accounts
<PAGE>
payable with respect to the Property and shall be responsible for
establishing policies and procedures to minimize the amount of bad debts.

        (k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on behalf
and in the name of Owner, any and all legal actions or proceedings U-Haul
deems necessary or advisable to collect charges, rent or other income due
to Owner with respect to the Property and to oust or dispossess tenants or
other persons unlawfully in possession under any lease, license concession
agreement or otherwise, and to collect damages for breach thereof or
default thereunder by such tenant, licensee, concessionaire or occupant.

        (l) INSURANCE.  U-Haul shall use its best efforts to assure that
there is obtained and maintained in force, fire, comprehensive liability
and other insurance policies in amounts generally carried with respect to
similar facilities. U-Haul may in its discretion obtain employee theft or
similar insurance in amounts and with such deductibles as U-Haul deems
appropriate.  U-Haul shall promptly provide Owner with such certificates
of insurance as Owner may reasonably request in writing, evidencing such
insurance coverage.

        (m) TAXES.  During the term of this Agreement, U-Haul shall pay from
Owner's funds, prior to delinquency, all real estate taxes, personal
property taxes, and all other taxes assessed to, or levied upon, the
Property.  If required by the holder of any note secured by the Property,
U-Haul will set aside, from Owner's funds, a reserve from each month's
rent and other income collected, in an amount required by said holder for
purposes of payment of real property taxes.

        (n) RESTRICTIONS.  Notwithstanding anything to the contrary set forth
in this Section 2, U-Haul shall not be required to do, or cause to be
done, anything for the account of Owner (i) which may make U-Haul liable
to third parties; (ii) which may not be commenced, undertaken or completed
because of insufficient funds of Owner; or, (iii) which may not be
commenced, undertaken or completed because of acts of God, strikes,
governmental regulations of laws, acts of war or other types of events
beyond the control of U-Haul, whether similar or dissimilar to the
foregoing.

        (o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding anything to the
contrary set forth in this Section 2, U-Haul shall not, without obtaining
the prior written consent of Owner, (i) rent storage space in the Property
by written lease or agreement for a stated term in excess of one year,
(ii) alter the building or other structures of the Property in any
material manner; (iii) make any other agreements which exceed a term of
one year and are not terminable on thirty day's notice at the will of
Owner, without penalty, payment or surcharge; (iv) act in violation of any
law; or (v) act in violation of any duty or responsibility of Owner under
any mortgage loan secured by the Property.

<PAGE>

        (p) SHARED EXPENSES.  Owner acknowledges that certain economies may
be achieved with respect to certain expenses to be incurred by U-Haul on
behalf of Owner hereunder if materials, supplies, insurance or services
are purchased by U-Haul in quantity for use not only in connection with
the Property but in connection with other properties owned or managed by
U-Haul or its affiliates.  U-Haul shall have the right to purchase such
materials, supplies, insurance and/or services in its own name and charge
Owner a pro rata allocable share of the cost of the foregoing; provided,
however, that the pro rata cost of such purchase to Owner shall not result
in expenses greater than would otherwise be incurred at competitive prices
and terms available in the area where the Property is located; and
provided further, U-Haul shall give Owner access to records so Owner may
review any such expenses incurred.

        (q) DEPOSIT OF GROSS REVENUES. All Gross Revenues (as hereinafter
defined) shall be deposited into a trust bank account maintained by U-Haul
(or its parent company) as trustee for the benefit of the Owner.  To the
extent that the Gross Revenues are deposited into a collective trust
account maintained by U-Haul (or its parent company) for the benefit of
multiple property owners, such trust account will clearly identify the
beneficiaries and U-Haul (or its parent company) shall reconcile such
account daily and maintain such records as shall clearly identify each day
the respective interest of each beneficiary in such collective trust
account.  Gross Revenues of the Owner shall be applied first to the
repayment of Owner's senior debt with respect to the Property, and then to
U-Haul in reimbursement of expenses and for management fees as provided
under Section 4 below.

3.  Duties of Owner.
    ---------------

	Owner hereby agrees to cooperate with U-Haul in the performance of
U-Haul's duties under this Agreement and to that end, upon the request of
U-Haul, to provide, at such rental charges, if any, as are deemed appropriate,
reasonable office space for U-Haul employees on the premises of the Property
and to give U-Haul access to all files, books and records of Owner relevant
to the Property.  Owner shall not unreasonably withhold or delay any consent
or authorization to U-Haul required or appropriate under this Agreement.

4.  Compensation of U-Haul.
    ----------------------

        (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
for the services herein provided a fee (the "Management Fee") equal to six
percent (6%) of the "Gross Revenue" derived from or connected with the Property
so managed by U-Haul hereunder.  The term "Gross Revenue" shall mean all
receipts (excluding security deposits unless and until Owner recognizes the same
as income) of Owner (whether or not received by U-Haul on behalf or for the
<PAGE>
account of Owner) arising from the operation of the Property, including without
limitation, rental payments of lessees of space in the Property, vending machine
or concessionaire revenues, maintenance charges, if any, paid by the tenants of
the Property in addition to basic rent, parking fees, if any, and all monies
whether or not otherwise described herein paid for the use of the Property.
"Gross Revenue" shall be determined on a cash basis.  The Management Fee shall
be paid promptly at the end of each calendar quarter and shall be calculated
on the basis of the "Gross Revenue" of such preceding quarter.  The Management
Fee shall be paid to each U-Haul property manager herein identified based on
the Gross Revenue of each respective Property for which such property manager
is responsible as set forth on Exhibit A hereto.  Each property manager agrees
                               ---------
that its monthly Management Fee shall be subordinate to that month's principal
balance and interest payment on any first lien position mortgage loan on the
Property.

        It is understood and agreed that the Management Fee will not be reduced
by the cost to Owner of those employees and independent conractors engaged by
or for Owner, including but not limited to the categories of personnel
specifically referred to in Section 2(d).  Except as provided in this Section 4,
it is further understood and agreed that U-Haul shall not be entitled to
additional compensation of any kind in connection with the performance by it of
its duties under this Agreement.

        (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the Management
Fee described above, U-Haul shall be entitled to reimbursement from Owner, on
a quarterly basis, for all out-of-pocket expenses incurred by U-Haul hereunder
in connection with the management and operation of the Property, including,
without limitation, taxes, insurance, operational expenses, overhead, litigation
and dispute resolution related expenses, capital improvement expenses, and costs
of sales.

5.  Use of Trademarks, Service Marks and Related Items.
    --------------------------------------------------

	Owner acknowledges the significant value of the "U-Haul" name in the
operations of Owner's property and it is therefore understood and agreed
that the name, trademark and service mark, "U-Haul", and related marks,
slogans, caricatures, designs and other trade or service items shall be
utilized for the non-exclusive benefit of Owner in the rental and
operation of the Property, and in comparable operations elsewhere.  It is
further understood and agreed that this name and all such marks, slogans,
caricatures, designs and other trade or service items shall remain and be
at all times the property of U-Haul and its affiliates, and that, except
during the term hereof and as expressly provided herein, Owner shall have
no right whatsoever therein.  Owner agrees that during the term of this
agreement the sign faces at the property will have the name "U-Haul."  The
U-Haul sign faces will be paid for by Owner.  Upon termination of this
agreement at any time for any reason, all such use by and for the benefit
of Owner of any such name, mark, slogan, caricature, design or other trade
or service item in connection with the Property shall, in any event, be
<PAGE>
terminated and any signs bearing any of the foregoing shall be removed
from view and no longer used by Owner.  In addition, upon termination of
this Agreement at any time for any reason, Owner shall not enter into any
new leases of Property using the U-Haul lease form or use other forms
prepared by U-Haul.  It is understood and agreed that U-Haul will use and
shall be unrestricted in its use of such name, mark, slogan, caricature,
design or other trade or service item in the management and operation of
other storage facilities both during and after the expiration or
termination of the term of this Agreement.

6.  Termination.
    -----------

	Owner or U-Haul may terminate this Agreement with or without cause by
giving not less than thirty days' written notice to the other party pursuant
to Section 11 hereof.  In addition, if Owner fails to pay U-Haul any amounts
owed under this Agreement when due, U-Haul may terminate this Agreement by
giving Owner not less than ten days written notice pursuant to Section 11
hereof.  Notwithstanding the foregoing, however, U-Haul shall not resign as
property manager of the Property until a nationally recognized and reputable
successor property manager is available and prepared to assume property
management responsibilities with respect to the Property in question  Upon
termination of this Agreement, U-Haul shall promptly return to Owner all
monies, books, records and other materials held by U-Haul for or on behalf of
Owner.  In addition, if U-Haul has contracted to advertise the Property in the
Yellow Pages, Owner shall, at the option of U-Haul, continue to be responsible
for the cost of such advertisement and shall either (i) pay U-Haul the remaining
amount due under such contract in a lump sum; or (ii) pay U-Haul monthly for
the amount due under such contract.

7.  Indemnification.
    ---------------

	Owner hereby agrees to indemnify and hold each of U-Haul, all persons
and companies affiliated with U-Haul, and all officers, shareholders, directors,
employees and agents of U-Haul and of any affiliated companies or persons
(collectively, the "Indemnified Persons") harmless from any and all costs,
expenses, attorneys' fees, suits, liabilities, judgments, damages, and claims
in connection with the management of the Property (including the loss of use
thereof following any damage, injury or destruction), arising from any cause
except for the willful misconduct or gross negligence on the part of the
Indemnified Persons.  In addition, no Indemnified Person shall be liable for any
error of judgment or for any mistake of fact or law, or for anything which it
may do or refrain from doing hereafter, except in cases of willful misconduct or
gross negligence.  U-Haul hereby agrees to indemnify and hold Owner harmless
from any and all costs, expenses, attorneys' fees, suits, liabilities,
judgments, damages and claims in connection with the management of the Property
arising from the willful misconduct of, gross negligence of, or breach of this
Agreement by the Indemnified Persons.  In addition, U-Haul shall not be liable
<PAGE>
to Owner for the acts or omissions of U-Haul's officers, shareholders,
directors, employees, and agents except for U-Haul's own gross negligence or
willful misconduct.
<PAGE>
8.  Assignment.
    ----------

	This Agreement may be assigned by Owner in connection with any
mortgage loan on the Property, whether pursuant to a conditional or
unconditional, absolute assignment.  U-Haul shall have the right to assign
this Agreement to an affiliate or a wholly or majority owned subsidiary;
provided, however, any such assignee must assume all obligations of U-Haul
hereunder, Owner's rights hereunder will be enforceable against any such
assignee and U-Haul shall not be released from its liabilities hereunder
unless Owner shall expressly agree thereto in writing.

9.  Headings.
    --------

	The headings contained herein are for convenience of reference only
and are not intended to define, limit or describe the scope or intent of
any provision of this Agreement.

10.  Governing Law.
     -------------

	The validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties shall be governed
by the internal laws of the State of Arizona.

11.  Notices.
     -------

	Any notice required or permitted herein shall be in writing and shall
be personally delivered or mailed first class postage prepaid or delivered
by an overnight delivery service to the respective addresses of the
parties set forth below their signatures on the signature page thereof, or
to such other address as any party may give  to the other in writing.  Any
notice required by this Agreement will be deemed to have been given when
personally served or one day after delivery to an overnight delivery
service or five days after deposit in the first class mail.

12.  Severability.
     ------------

	Should any term or provision hereof be deemed invalid, void or
unenforceable either in its entirety or in a particular application, the
remainder of this Agreement shall nonetheless remain in full force and
effect and, if the subject term or provision is deemed to be invalid, void
or unenforceable only with respect to a particular application, such term
or provision shall remain in full force and effect with respect to all
other applications.

<PAGE>

13.  Successors.
     ----------

	This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their permitted assigns and successors in
interest.

14.  Attorneys' Fees.
     ---------------

	If it shall become necessary for any party hereto to engage attorneys
to institute legal action for the purpose of enforcing their respective
rights hereunder or for the purpose of defending legal action brought by
the other party hereto, the party or parties prevailing in such litigation
shall be entitled to receive all costs, expenses and fees (including
reasonable attorneys' fees) incurred by it in such litigation (including
appeals).

15.  Counterparts.
     ------------

	This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

16.  Scope of Property Manager Responsibility.
     ----------------------------------------

	The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the Property
for which such property manager is managing located in the domicile state
of such property manager, as more specifically described on Exhibit A
hereto, and no individual property manager hereunder shall be liable for
the acts or omissions of any other property manager hereunder.  Each
property manager shall use its best efforts to assist Owner in fulfilling
Owner's obligations arising under any loan to Owner that is secured by the
Property, including but not limited to preparing and providing financial
and accounting reports, and maintaining the Property.  Each property
manager agrees that it will perform its obligations hereunder according to
reasonable industry standards, in good faith, and in a commercially
reasonable manner.  U-Haul agrees that, in discharging its duties
hereunder, it will not have any relationship with any of its affiliates
that would be less favorable to Owner than would reasonably be available
in a transaction with an unaffiliated party.


[Rest of page intentionally left blank]

<PAGE>

	IN WITNESS WHEREOF, the parties hereto execute this Agreement as of
     the date first above written.

"Owner"

Six-B SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ MARK V. SHOEN
    ----------------------------
        Mark V. Shoen, President

"U-Haul"

U-Haul Co. of Pennsylvania, Inc.,
a Pennsylvania corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
	Gary V. Klinefelter, Secretary

U-Haul Co. of Ohio, Inc.,
An Ohio corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
	Gary V. Klinefelter, Secretary

U-Haul Co. of Oklahoma, Inc.,
An Oklahoma corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
	Gary V. Klinefelter, Secretary

U-Haul Co. of Texas, Inc.,
a Texas corporation

By: /S/ GARY V. KLINEFELTER
    ----------------------------------
        Gary V. Klinefelter, Secretary

U-Haul Co. of Florida, Inc.,
a Florida corporation

By: /S/ DONALD W. MURNEY
    -------------------------------
	Donald W. Murney, Treasurer

SIX SAC SELF-STORAGE CORPORATION, a Nevada corporation, fee owner of each
Property, hereby consents to this Agreement and the transactions contemplated
hereby.

DATED: March    , 2000
             ---

SIX SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ MARK V. SHOEN
    ----------------------------
	Mark V. Shoen, President


<PAGE>
<TABLE>
<CAPTION>

                               EXHIBIT A
                               ---------


Address                                                  Name of Property Manager

<S>                                                      <C>
U-Haul Memorial, 1010 S. Memorial Dr., Tulsa, OK         U-Haul Co. of Oklahoma, Inc.
U-Haul Conroe, 1305 S. I-45, Conroe, TX                  U-Haul Co. of Texas
U-Haul Clark, 6000 Clark Avenue, Cleveland, OH           U-Haul Co. of Ohio, Inc.
U-Haul University, 6701 S. Dixie Highway, Miami, FL      U-Haul Co. of Florida, Inc.
U-Haul Center City, 1201 Washington Ave., Phila, PA      U-Haul Co. of Pennsylvania, Inc.
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>MGMT AGREEMENT ELEVEN SAC
<TEXT>

<PAGE>
                 PROPERTY MANAGEMENT AGREEMENT
                 -----------------------------

	THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered into
as of August 10, 1999 among Eleven SAC Self-Storage Corporation, a Nevada
corporation, with its principal place of business at
715 South Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property
managers identified on Exhibit A attached hereto and incorporated herein
                       ---------
by reference (each such property manager is respectively referred to
herein as "U-Haul").

                                        RECITALS
                                        --------

	A.  Owner owns the leasehold estate in the real property and self-
storage related improvements thereon located at the street addresses
identified on Exhibit A hereto (hereinafter, collectively the "Property").

	B.  Owner intends that the Property be rented on a space-by-space
retail basis to corporations, partnerships, individuals and/or other
entities for use as self-storage facilities.

	C.  Owner desires that U-Haul manage the Property and U-Haul desires
to act as the property manager for the Property, all in accordance with
the terms and conditions of this Agreement and as more specifically
designated on Exhibit A hereto.

	NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Owner and U-Haul hereby agree as follows.

1.  Employment.
    ----------

	(a) Owner hereby retains U-Haul, and U-Haul agrees to act as manager
of the Property upon the terms and conditions hereinafter set forth.

	(b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is in
the business of managing self-storage facilities, both for its own account
and for the account of others.  It is hereby expressly agreed that
notwithstanding this Agreement, U-Haul and such affiliates may continue to
engage in such activities, may manage facilities other than those
presently managed by U-Haul and its affiliates (whether or not such other
facilities may be in direct or indirect competition with Owner) and may in
the future engage in other business which may compete directly or
indirectly with activities of Owner.

	(c) In the performance of their respective duties under this
Agreement, each U-Haul property manager shall occupy the position of an
independent contractor with respect to Owner.  Nothing contained herein
<PAGE>
shall be construed as making the parties hereto (or any of them) partners
or joint venturors, nor (except as expressly otherwise provided for
herein) construed as making U-Haul an agent or employee of Owner or of any
other U-Haul property manager hereunder.

2.  Duties and Authority of U-Haul.
    ------------------------------

        (a) GENERAL DUTIES AND AUTHORITY.  Subject only to the restrictions
and limitations provided in paragraphs (o) and (p) of this Section 2  and
the right of Owner to terminate this Agreement as provided in Section 6
hereof, U-Haul shall have the sole and exclusive authority to fully manage
the Property and supervise and direct the business and affairs associated
or related to the daily operation thereof, and, to that end on behalf of
Owner, to execute such documents and instruments as, in the sole judgment
of U-Haul, are reasonably necessary or advisable under the circumstances
in order to fulfill U-Haul's duties hereunder.  Such duties and authority
shall include, without limitation, those set forth below.

        (b) RENTING OF THE PROPERTY.  U-Haul shall establish policies and
procedures for the marketing activities for the Property, and may
advertise the Property through such media as U-Haul deems advisable,
including, without limitation, advertising with the Yellow Pages.  U-Haul
shall have the sole discretion, which discretion shall be exercised in
good faith, to establish the terms and conditions of occupancy by the
tenants of the Property, and U-Haul is hereby authorized to enter into
rental agreements on behalf and for the account of Owner with such tenants
and to collect rent from such tenants. U-Haul may jointly advertise the
Property with other properties owned or managed by U-Haul, and in that
event, U-Haul shall reasonably allocate the cost of such advertising among
such properties.

        (c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
execute, supervise and have control over the making and executing of all
decisions concerning the acquisition of furniture, fixtures and supplies
for the Property, and may purchase, lease or otherwise acquire the same on
behalf of Owner.  U-Haul shall make and execute, or supervise and have
control over the making and executing of all decisions concerning the
maintenance, repair, and landscaping of the Property. U-Haul shall, on
behalf of Owner, negotiate and contract for and supervise the installation
of all capital improvements related to the Property; provided, however,
that U-Haul agrees to secure the prior written approval of Owner on all
such expenditures in excess of $5,000.00 for any one item, except monthly
or recurring operating charges and/or emergency repairs if in the opinion
of U-Haul such emergency-related expenditures are necessary to protect the
Property from damage or to maintain services to the tenants as called for
in their respective leases.

        (d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the Property and
<PAGE>
shall hire, discharge and supervise all labor and employees required for
the operation and maintenance of the Property.  Any employees so hired
shall be employees of U-Haul, and shall be carried on the payroll of U-Haul.
Employees may include, but will not be limited to, on-site resident managers,
on-site assistant managers, and relief managers located, rendering services,
or performing activities on the Property in connection with its operation and
management.  The cost of employing such persons shall not exceed prevailing
rates for comparable persons performing the same or similar services with
respect to real estate similar to the Property.

        (e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf of
Owner such agreements which U-Haul deems necessary or advisable for the
furnishing of utilities, services, concessions and supplies, for the
maintenance, repair and operation of the Property and such other
agreements which may benefit the Property or be incidental to the matters
for which U-Haul is responsible hereunder.

        (f) OTHER DECISIONS.  U-Haul shall make all decisions in connection
with the daily operation of the Property.

        (g) REGULATIONS AND PERMITS.  U-Haul shall comply in all material
respects with any statute, ordinance, law, rule, regulation or order of
any governmental or regulatory body, having jurisdiction over the
Property, respecting the use of the Property or the maintenance or
operation thereof.  U-Haul shall apply for and attempt to obtain and
maintain, on behalf of Owner, all licenses and permits required or
advisable (in the sole judgment of U-Haul) in connection with the
management and operation of the Property.

        (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.  U-Haul
shall establish, supervise, direct and maintain the operation of a system
of record keeping and bookkeeping with respect to all receipts and
disbursements in connection with the management and operation of the
Property.  The books, records and accounts shall be maintained at the U-Haul
office or at such other location as U-Haul shall determine, and shall be
available and open to examination and audit quarterly by Owner, its
representatives, any mortgagee of the Property, and such mortgagee's
representative.  On or before thirty (30) days after the close of each
quarter, U-Haul shall cause to be prepared and delivered to Owner, a
monthly statement of receipts, expenses and charges, together with a
statement of the disbursements made by U-Haul during such period on
Owner's behalf.

	(i) [Reserved].

        (j) COLLECTION.  U-Haul shall be responsible for the billing and
collection of all accounts receivable and for payment of all accounts
<PAGE>
payable with respect to the Property and shall be responsible for
establishing policies and procedures to minimize the amount of bad debts.

        (k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on behalf
and in the name of Owner, any and all legal actions or proceedings U-Haul
deems necessary or advisable to collect charges, rent or other income due
to Owner with respect to the Property and to oust or dispossess tenants or
other persons unlawfully in possession under any lease, license concession
agreement or otherwise, and to collect damages for breach thereof or
default thereunder by such tenant, licensee, concessionaire or occupant.

        (l) INSURANCE.  U-Haul shall use its best efforts to assure that
there is obtained and maintained in force, fire, comprehensive liability
and other insurance policies in amounts generally carried with respect to
similar facilities. U-Haul may in its discretion obtain employee theft or
similar insurance in amounts and with such deductibles as U-Haul deems
appropriate.  U-Haul shall promptly provide Owner with such certificates
of insurance as Owner may reasonably request in writing, evidencing such
insurance coverage.

        (m) TAXES.  During the term of this Agreement, U-Haul shall pay from
Owner's funds, prior to delinquency, all real estate taxes, personal
property taxes, and all other taxes assessed to, or levied upon, the
Property.  If required by the holder of any note secured by the Property,
U-Haul will set aside, from Owner's funds, a reserve from each month's
rent and other income collected, in an amount required by said holder for
purposes of payment of real property taxes.

        (n) RESTRICTIONS.  Notwithstanding anything to the contrary set forth
in this Section 2, U-Haul shall not be required to do, or cause to be
done, anything for the account of Owner (i) which may make U-Haul liable
to third parties; (ii) which may not be commenced, undertaken or completed
because of insufficient funds of Owner; or, (iii) which may not be
commenced, undertaken or completed because of acts of God, strikes,
governmental regulations of laws, acts of war or other types of events
beyond the control of U-Haul, whether similar or dissimilar to the
foregoing.

        (o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding anything to the
contrary set forth in this Section 2, U-Haul shall not, without obtaining
the prior written consent of Owner, (i) rent storage space in the Property
by written lease or agreement for a stated term in excess of one year,
(ii) alter the building or other structures of the Property in any
material manner; (iii) make any other agreements which exceed a term of
one year and are not terminable on thirty day's notice at the will of
Owner, without penalty, payment or surcharge; (iv) act in violation of any
law; or (v) act in violation of any duty or responsibility of Owner under
any mortgage loan secured by the Property.

<PAGE>

        (p) SHARED EXPENSES.  Owner acknowledges that certain economies may
be achieved with respect to certain expenses to be incurred by U-Haul on
behalf of Owner hereunder if materials, supplies, insurance or services
are purchased by U-Haul in quantity for use not only in connection with
the Property but in connection with other properties owned or managed by
U-Haul or its affiliates.  U-Haul shall have the right to purchase such
materials, supplies, insurance and/or services in its own name and charge
Owner a pro rata allocable share of the cost of the foregoing; provided,
however, that the pro rata cost of such purchase to Owner shall not result
in expenses greater than would otherwise be incurred at competitive prices
and terms available in the area where the Property is located; and
provided further, U-Haul shall give Owner access to records so Owner may
review any such expenses incurred.

        (q) DEPOSIT OF GROSS REVENUES.   All Gross Revenues (as hereinafter
defined) shall be deposited into a "lock box account" maintained by U-Haul
International, Inc., parent company of U-Haul, in accordance with the
terms of a certain Cash Management Agreement dated as of the date hereof
among Owner, Wells Fargo Bank, National Association (as lender and agent)
and U-Haul (the "CMA").  Borrower and U-Haul each hereby covenant and
agree that they shall comply with the terms and provisions of the CMA.

3.  Duties of Owner.
    ---------------

	Owner hereby agrees to cooperate with U-Haul in the performance of
U-Haul's duties under this Agreement and to that end, upon the request of
U-Haul, to provide, at such rental charges, if any, as are deemed appropriate,
reasonable office space for U-Haul employees on the premises of the Property
and to give U-Haul access to all files, books and records of Owner relevant
to the Property.  Owner shall not unreasonably withhold or delay any consent
or authorization to U-Haul required or appropriate under this Agreement.

4.  Compensation of U-Haul.
    ----------------------

        (a) MANAGEMENT FEE. Owner shall pay to U-Haul as the full amount due
for the services herein provided a fee (the "Management Fee") equal to six
percent (6%) of the "Gross Revenue" derived from or connected with the
Property so managed by U-Haul hereunder.  The term "Gross Revenue" shall
mean all receipts (excluding security deposits unless and until Owner
recognizes the same as income) of Owner (whether or not received by U-Haul
on behalf or for the account of Owner) arising from the operation of the
Property, including without limitation, rental payments of lessees of
space in the Property, vending machine or concessionaire revenues,
maintenance charges, if any, paid by the tenants of the Property in
addition to basic rent, parking fees, if any, and all monies whether or
not otherwise described herein paid for the use of the Property.  "Gross
<PAGE>
Revenue" shall be determined on a cash basis.  The Management Fee shall be
paid promptly at the end of each calendar quarter and shall be calculated
on the basis of the "Gross Revenue" of such preceding quarter.  The
Management Fee shall be paid to each U-Haul property manager herein
identified based on the Gross Revenue of each respective Property for
which such property manager is responsible as set forth on Exhibit A
                                                           ---------
hereto.  Each property manager agrees that its monthly Management Fee
shall be subordinate to that month's principal balance and interest
payment on any first lien position mortgage loan on the Property.

	It is understood and agreed that the Management Fee will not be
reduced by the cost to Owner of those employees and independent
contractors engaged by or for Owner, including but not limited to the
categories of personnel specifically referred to in Section 2(d).  Except
as provided in this Section 4, it is further understood and agreed that
U-Haul shall not be entitled to additional compensation of any kind in
connection with the performance by it of its duties under this Agreement.

        (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
Management Fee described above, U-Haul shall be entitled to reimbursement
from Owner, on a quarterly basis, for all out-of-pocket expenses incurred
by U-Haul hereunder in connection with the management and operation of the
Property, including, without limitation, taxes, insurance, operational
expenses, overhead, litigation and dispute resolution related expenses,
capital improvement expenses, and costs of sales.

5.  Use of Trademarks, Service Marks and Related Items.
    --------------------------------------------------

	Owner acknowledges the significant value of the "U-Haul" name in the
operations of Owner's property and it is therefore understood and agreed
that the name,  trademark and service mark, "U-Haul", and related marks,
slogans, caricatures, designs and other trade or service items shall be
utilized for the non-exclusive benefit of Owner in the rental and
operation of the Property, and in comparable operations elsewhere.  It is
further understood and agreed that this name and all such marks, slogans,
caricatures, designs and other trade or service items shall remain and be
at all times the property of U-Haul and its affiliates, and that, except
during the term hereof and as expressly provided herein, Owner shall have
no right whatsoever therein.  Owner agrees that during the term of this
agreement the sign faces at the property will have the name "U-Haul."  The
U-Haul sign faces will be paid for by Owner.  Upon termination of this
agreement at any time for any reason, all such use by and for the benefit
of Owner of any such name, mark, slogan, caricature, design or other trade
or service item in connection with the Property shall, in any event, be
terminated and any signs bearing any of the foregoing shall be removed
from view and no longer used by Owner.  In addition, upon termination of
this Agreement at any time for any reason, Owner shall not enter into any
new leases of Property using the U-Haul lease form or use other forms
<PAGE>
prepared by U-Haul.  It is understood and agreed that U-Haul will use and
shall be unrestricted in its use of such name, mark, slogan, caricature,
design or other trade or service item in the management and operation of
other storage facilities both during and after the expiration or
termination of the term of this Agreement.

6.  Termination.
    -----------

	Owner or U-Haul may terminate this Agreement with or without cause by
giving not less than sixty days' written notice to the other party
pursuant to Section 11 hereof.  In addition, if Owner fails to pay U-Haul
any amounts owed under this Agreement when due, U-Haul may terminate this
Agreement by giving Owner not less than ten days written notice pursuant
to Section 11 hereof.  Notwithstanding the foregoing, however, U-Haul
shall not resign as property manager of the Property until a nationally
recognized and reputable successor property manager is available and
prepared to assume property management responsibilities with respect to
the Property in question  Upon termination of this Agreement, U-Haul shall
promptly return to Owner all monies, books, records and other materials
held by U-Haul for or on behalf of Owner.  In addition, if U-Haul has
contracted to advertise the Property in the Yellow Pages, Owner shall, at
the option of U-Haul, continue to be responsible for the cost of such
advertisement and shall either (i) pay U-Haul the remaining amount due
under such contract in a lump sum; or (ii) pay U-Haul monthly for the
amount due under such contract.

7.  Indemnification.
    ---------------

	Owner hereby agrees to indemnify and hold each of U-Haul, all persons
and companies affiliated with U-Haul, and all officers, shareholders,
directors, employees and agents of U-Haul and of any affiliated companies
or persons (collectively, the "Indemnified Persons") harmless from any and
all costs, expenses, attorneys' fees, suits, liabilities, judgments,
damages, and claims in connection with the management of the Property
(including the loss of use thereof following any damage, injury or
destruction), arising from any cause except for the willful misconduct or
gross negligence on the part of the Indemnified Persons.  In addition, no
Indemnified Person shall be liable for any error of judgment or for any
mistake of fact or law, or for anything which it may do or refrain from
doing hereafter, except in cases of willful misconduct or gross
negligence.  U-Haul hereby agrees to indemnify and hold Owner harmless
from any and all costs, expenses, attorneys' fees, suits, liabilities,
judgments, damages and claims in connection with the management of the
Property arising from the willful misconduct of, gross negligence of, or
breach of this Agreement by the Indemnified Persons.  In addition, U-Haul
shall not be liable to Owner for the acts or omissions of U-Haul's
officers, shareholders, directors, employees, and agents except for
U-Haul's own gross negligence or willful misconduct.
<PAGE>

8.  Assignment.
    ----------

	This Agreement may be assigned by Owner in connection with any
mortgage loan on the Property, whether pursuant to a conditional or
unconditional, absolute assignment.  U-Haul shall have the right to assign
this Agreement to an affiliate or a wholly or majority owned subsidiary;
provided, however, any such assignee must assume all obligations of U-Haul
hereunder, Owner's rights hereunder will be enforceable against any such
assignee and U-Haul shall not be released from its liabilities hereunder
unless Owner shall expressly agree thereto in writing.

9.  Headings.
    --------

	The headings contained herein are for convenience of reference only
and are not intended to define, limit or describe the scope or intent of
any provision of this Agreement.

10.  Governing Law.
     -------------

	The validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties shall be governed
by the internal laws of the State of Arizona.

11.  Notices.
     -------

	Any notice required or permitted herein shall be in writing and shall
be personally delivered or mailed first class postage prepaid or delivered
by an overnight delivery service to the respective addresses of the
parties set forth below their signatures on the signature page thereof, or
to such other address as any party may give  to the other in writing.  Any
notice required by this Agreement will be deemed to have been given when
personally served or one day after delivery to an overnight delivery
service or five days after deposit in the first class mail.

12.  Severability.
     ------------

	Should any term or provision hereof be deemed invalid, void or
unenforceable either in its entirety or in a particular application, the
remainder of this Agreement shall nonetheless remain in full force and
effect and, if the subject term or provision is deemed to be invalid, void
or unenforceable only with respect to a particular application, such term
or provision shall remain in full force and effect with respect to all
other applications.

<PAGE>

13.  Successors.
     ----------

	This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their permitted assigns and successors in
interest.

14.  Attorneys' Fees.
     ---------------

	If it shall become necessary for any party hereto to engage attorneys
to institute legal action for the purpose of enforcing their respective
rights hereunder or for the purpose of defending legal action brought by
the other party hereto, the party or parties prevailing in such litigation
shall be entitled to receive all costs, expenses and fees (including
reasonable attorneys' fees) incurred by it in such litigation (including
appeals).

15.  Counterparts.
     ------------

	This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

16.  Scope of Property Manager Responsibility.
     ----------------------------------------

	The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the Property
for which such property manager is managing located in the domicile state
of such property manager, as more specifically described on Exhibit A
hereto, and no individual property manager hereunder shall be liable for
the acts or omissions of any other property manager hereunder.  Each
property manager shall use its best efforts to assist Owner in fulfilling
Owner's obligations arising under any loan to Owner that is secured by the
Property, including but not limited to preparing and providing financial
and accounting reports, and maintaining the Property.  Each property
manager agrees that it will perform its obligations hereunder according to
reasonable industry standards, in good faith, and in a commercially
reasonable manner.  U-Haul agrees that, in discharging its duties
hereunder, it will not have any relationship with any of its affiliates
that would be less favorable to Owner than would reasonably be available
in a transaction with an unaffiliated party.


[Rest of page intentionally left blank]

<PAGE>
	IN WITNESS WHEREOF, the parties hereto execute this Agreement as of
     the date first above written.

"Owner"

Eleven SAC Self-Storage Corporation,
a Nevada corporation

By:
    ------------------------
Its:
     -----------------------


"U-Haul"

U-Haul Co. of Virginia, Inc.,
a Virginia corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------


U-Haul Co. of Arizona, Inc.,
an Arizona corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------


U-Haul Co. of North Carolina, Inc.,
a North Carolina corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------


U-Haul Co. of Pennsylvania, Inc.,
a Pennsylvania corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------

<PAGE>
U-Haul Co. of Louisiana, Inc.,
a Louisiana corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------


U-Haul Co. of South Carolina, Inc.,
a South Carolina corporation


By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------


U-Haul Co. of New Jersey, Inc.,
a New Jersey corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------


U-Haul Co. of Georgia, Inc.,
a Georgia corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------


U-Haul Co. of Arkansas, Inc.,
an Arkansas corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------


U-Haul Co. of Maryland, Inc.,
a Maryland corporation

By: /S/ GARY V. KLINEFELTER
    ------------------------
Its: Secretary
     -----------------------

<PAGE>
U-Haul Co. of New York, Inc.,
a New York corporation

By:
    ------------------------
Its:
     -----------------------


U-Haul Co. of California, Inc.,
a California corporation

By:
    ------------------------
Its:
     -----------------------


FOUR SAC SELF-STORAGE CORPORATION, a Nevada corporation, fee owner of each
Property (other than the Maryland Property), hereby consents to this
Agreement and the transactions contemplated hereby.

DATED: August 10           , 1999
       --------------------

Four SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ BRUCE G. BROCKHAGEN
    ------------------------
Its: Secretary
     -----------------------

<PAGE>
<TABLE>
<CAPTION>
                                                        EXHIBIT A
                                                        ---------
UHI No.  Address:                                                                        Name of Property Manager:

<S>      <C>                              <C>                        <C>                 <C>
882052   U-HAUL STORAGE BELT BLVD.        351 EAST BELT BLVD         RICHMOND            VA - U-Haul Co. of Virginia, Inc.
882056   U-HAUL STORAGE CACTUS & 51ST     12280 NORTH 51ST AVENUE    GLENDALE            AZ - U-Haul Co. of Arizona, Inc.
882060   U-HAUL STORAGE BOONE             HIGHWAY 105 BYPASS         BOONE               NC - U-Haul Co. of North Carolina, Inc.
882069   U-HAUL STORAGE HIGHLAND AVE.     1600 HIGHLAND AVE          CHESTER             PA - U-Haul Co. of Pennsylvania, Inc.
882070   U-HAUL STORAGE MARIETTA STREET   2828 MARIETTA STREET       KENNER              LA - U-Haul Co. of Louisiana, Inc.
882073   U-HAUL STORAGE DECKER PARK RD    125 DECKER PARK RD         COLUMBIA            SC - U-Haul Co. of South Carolina, Inc.
882074   U-HAUL STORAGE JAMIL ROAD        156 JAMIL ROAD             COLUMBIA            SC - U-Haul Co. of South Carolina, Inc.
882077   U-HAUL STORAGE HOLLAND ROAD      1325 HOLLAND ROAD          SUFFOLK             VA - U-Haul Co. of Virginia, Inc.
882078   U-HAUL STORAGE ELM DRIVE         971 ELM DRIVE              MECHANICSVILLE      VA - U-Haul Co. of Virginia, Inc.
882084   U-HAUL STORAGE WASHINGTON ROAD   4540 WASHINGTON ROAD       COLLEGE PARK        GA - U-Haul Co. of Georgia, Inc.
882087   U-HAUL STORAGE ASHER AVENUE      6224 ASHER AVENUE          LITTLE ROCK         AR - U-Haul Co. of Arkansas, Inc.
882090   U-HAUL STORAGE MYRTLE BEACH      5604 S. KINGS HIGHWAY      MYRTLE BEACH        SC - U-Haul Co. of South Carolina, Inc.
882091   U-HAUL STORAGE NORTH BLVD.       2930 NORTH BLVD            RICHMOND            VA, U-Haul Co. of Virginia, Inc.
882092   U-HAUL STORAGE ODENTON           1480 ANNAPOLIS ROAD        ODENTON             MD - U-Haul Co. of Maryland, Inc.
882094   U-HAUL STORAGE STERLING          45715 OLD OX ROAD          STERLING            VA - U-Haul Co. of Virginia, Inc.
883003   U-HAUL STORAGE WESTWOOD          5919 FINANCIAL PLAZA       SHREVEPORT          LA - U-Haul Co. of Louisiana, Inc.
883005   U-HAUL STORAGE MARRERO           7201 WEST BANK EXPRESSWAY  MARRERO             LA - U-Haul Co. of Louisiana, Inc.
884016   U-HAUL STORAGE CARLSBAD          6175 PASEO DEL NORTE       CARLSBAD            CA - U-Haul Co. of California, Inc.
884035   U-HAUL STORAGE RIALTO            2775 W. FOOTHILL BLVD      RIALTO              CA - U-Haul Co. of California, Inc.
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>RATIOS
<TEXT>

                      AMERCO and Consolidated Subsidiaries

     Exhibit 12.  Statement Re: Computation of Ratios

                                                            Year end
                                          -------------------------------------
                                           2000    1999    1998    1997    1996
                                          -------------------------------------
Pretax earnings from operations         $ 102.7    97.6    76.3    83.5    96.2
Plus:  Interest expense                    81.5    73.7    79.4    76.0    67.6
       Preferred stock dividends           13.6    17.4    20.8    16.9    13.0
       Amortization of debt expense
         and discounts                      0.5     0.3     0.3     0.1       -
       A portion of rental expense
         (1/3)                             45.3    39.6    30.0    28.6    23.0
                                          -------------------------------------

     Subtotal (A)                         243.6   228.6   206.8   205.1   199.8
                                          -------------------------------------


Divided by:


Fixed charges:
  Interest expense                         81.5    73.7    79.4    76.0    67.6
  Preferred stock dividends                13.6    17.4    20.8    16.9    13.0
  A portion of rental expense (1/3)        45.3    39.6    30.0    28.6    23.0
  Interest capitalized during the
    period                                  1.4     0.9     2.2     3.4     1.8
  Amortization of debt expense
    and discounts                           0.5     0.3     0.3     0.1       -
                                          -------------------------------------

     Subtotal (B)                       $ 142.3   131.9   132.7   125.0   105.4
                                          -------------------------------------

     Ratio of earnings to fixed
       charges (A)/(B)                      1.71    1.73    1.56    1.64   1.90
                                          =====================================

     AMERCO believes that one-third of AMERCO's annual rental expense is a
reasonable approximation of the interest factor of such rentals.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>

<PAGE>
			AMERCO (Nevada)

FIRST LEVEL SUBSIDIARY                                            JURISDICTION
- ----------------------                                            ------------
EJOS, Inc.                                                             AZ
Japal, Inc.                                                            NV
M.V.S., Inc.                                                           NV
Pafran, Inc.                                                           NV
Sophmar, Inc.                                                          NV
Picacho Peak Investments Co.                                           NV
Republic Western Insurance Company                                     AZ

	SECOND LEVEL SUBSIDIARIES
        -------------------------
        Republic Claims Service Co.                                    AZ
        Republic Western Syndicate, Inc.                               NY
        North American Fire & Casualty Insurance Co.                   LA
        RWIC Investment, Inc.                                          AZ

		THIRD LEVEL SUBSIDIARIES
                ------------------------
                Republic Western Specialty Underwriters, Inc.          AZ
                Republic Western Insurance Services                    AZ


FIRST LEVEL SUBSIDIARY
- ----------------------
Oxford Life Insurance Company                                          AZ

	SECOND LEVEL SUBSIDIARIES
        -------------------------
        Encore Financial, Inc.                                         WI

		THIRD LEVEL SUBSIDIARIES
                ------------------------
                Encore Agency, Inc.                                    LA
                North American Insurance Company                       WI

			FOURTH LEVEL SUBSIDIARIES
                        -------------------------
                        Community Health, Inc. (80% owned)             WI
                        Communiy Health Partners, Inc. (20% owned)     IL

FIRST LEVEL SUBSIDIARY
- ----------------------
Amerco Real Estate Company                                             NV

	SECOND LEVEL SUBSIDIARIES
        -------------------------
        Amerco Real Estate Company of Alabama, Inc                     AL
        Amerco Real Estate Company of Texas, Inc.                      TX
        One PAC Company                                                NV
        Two PAC Company                                                NV
        Three PAC Company                                              NV
        Four PAC Company                                               NV
        Five PAC Company                                               NV
        Six PAC Company                                                NV
        Seven PAC Company                                              NV
        Eight PAC Company                                              NV
        Nine PAC Company                                               NV
        Ten PAC Company                                                NV
        Elevan PAC Company                                             NV
        Twelve PAC Company                                             NV
        Thirteen PAC Company                                           NV
        Fourteen PAC Company                                           NV
        Fifteen PAC Company                                            NV
        Nationwide Commercial Co.                                      AZ
<PAGE>
                THIRD LEVEL SUBSIDIARIES                          JURISDICTION
                ------------------------                          ------------
                        Yonkers Property Corporation                   NY

FIRST LEVEL SUBSIDIARY
- ----------------------
U-Haul International, Inc.                                             NV

	SECOND LEVEL SUBSIDIARIES
        -------------------------
        INW Company                                                    WA
        A & M Associates, Inc.                                         AZ
        U-Haul Business Consultants, Inc.                              AZ
        U-Haul Leasing & Sales Co.                                     NV
        U-Haul Self-Storage Corporation                                NV
        U-Haul Co. (Canada) LTD.                                       ON
        U-Haul Co. of Alaska                                           AK
        U-Haul Co. of Alabama, Inc.                                    AL
        U-Haul Co. of Arkansas                                         AR
        U-Haul Co. of Arizona                                          AZ
        U-Haul Co. of California                                       CA
        U-Haul Co. of Colorado                                         CO
        U-Haul Co. of Connecticut                                      CT
        U-Haul Co. of District of Columbia, Inc.                       DC
        U-Haul Co. of Florida                                          FL
        U-Haul Co. of Georgia                                          GA
        U-Haul of Hawaii, Inc.                                         HI
        U-Haul Co. of Iowa, Inc.                                       IA
        U-Haul Co. of Idaho, Inc.                                      ID
        U-Haul Co. of Illinois, Inc.                                   IL
        U-Haul Co. of Indiana, Inc                                     IN
        U-Haul Co. of Kansas, Inc.                                     KS
        U-Haul Co. of Kentucky                                         KY
        U-Haul Co. of Louisiana                                        LA
        U-Haul Co. of Massachusetts, Inc.                              MA
        U-Haul Co. of Maryland, Inc.                                   MD
        U-Haul Co. of Maine, Inc.                                      ME
        U-Haul Co. of Michigan                                         MI
        U-Haul Co. of Minnesota                                        MN
        U-Haul Company of Missouri                                     MO
        U-Haul Co. of Mississippi                                      MS
        U-Haul Co. of Montana, Inc.                                    MT
        U-Haul Co. of North Carolina                                   NC
        U-Haul Co. of North Dakota                                     ND
        U-Haul Co. of Nebraska                                         NE
        U-Haul Co. of New Hampshire, Inc.                              NH
        U-Haul Co. of New Jersey, Inc.                                 NJ
        U-Haul Co. of New Mexico, Inc.                                 NM
        U-Haul Co. of Nevada, Inc.                                     NV
        U-Haul Co. of New York, Inc.                                   NY
        U-Haul Co. of Ohio                                             OH
        U-Haul Co. of Oklahoma, Inc.                                   OK
        U-Haul Co. of Oregon                                           OR
        U-Haul Co. of Pennsylvania                                     PA
        U-Haul Co. of Rhode Island                                     RI
        U-Haul Co. of South Carolina, Inc                              SC
        U-Haul Co. of South Dakota, Inc.                               SD
        U-Haul Co. of Tennessee                                        TN
        U-Haul Co. of Utah, Inc.                                       UT
        U-Haul Co. of Virginia                                         VA
        U-Haul Co. of Vermont, Inc.                                    VT
        U-Haul Co. of Washington                                       WA
        U-Haul Co. of Wisconsin, Inc.                                  WI
        U-Haul Co. of West Virginia                                    WV
        U-Haul Co. of Wyoming Inc.                                     WY
        U-Haul Co. of Texas                                            TX
<PAGE>
		THIRD LEVEL SUBSIDIARIES
                ------------------------
                        Mover's Club, Inc.                             TX

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>CONSENT OF INDEP ACCOUNTANTS
<TEXT>





             CONSENT OF INDEPENDENT ACCOUNTANTS
             ----------------------------------


We hereby consent to the incorporation by reference in the
Registration Statement on Form S-3 (Nos. 333-10119, 333-73357 and 33-57917)
and Form  S-2 (No. 33-56571) of AMERCO and its subsidiaries of our report
dated June 26, 2000 relating to the consolidated financial statements and
financial statement schedules, which appears in this Form 10-K.





PRICEWATERHOUSECOOPERS LLP


Phoenix, Arizona
June 29, 2000


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>FDS
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-K MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAR-31-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          48,435
<SECURITIES>                                         0
<RECEIVABLES>                                  402,386<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                     84,614
<CURRENT-ASSETS>                                     0<F2>
<PP&E>                                       2,561,110
<DEPRECIATION>                               1,178,448
<TOTAL-ASSETS>                               3,125,225
<CURRENT-LIABILITIES>                                0
<BONDS>                                      1,137,840
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        10,563
<OTHER-SE>                                     574,731
<TOTAL-LIABILITY-AND-EQUITY>                 3,125,225
<SALES>                                        188,816
<TOTAL-REVENUES>                             1,683,370
<CGS>                                          111,975
<TOTAL-COSTS>                                1,499,091
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 4,601
<INTEREST-EXPENSE>                              81,532
<INCOME-PRETAX>                                102,747
<INCOME-TAX>                                    36,922
<INCOME-CONTINUING>                             65,825
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                    334
<CHANGES>                                            0
<NET-INCOME>                                    65,491
<EPS-BASIC>                                       2.37
<EPS-DILUTED>                                     2.36
<FN>
<F1>THE VALUE FOR RECEIVABLES REPRESENTS THEIR AMOUNT NET OF THEIR ALLOWANCES.
<F2>AN UNCLASSIFIED BALANCE SHEET EXISTS IN THE REGISTRANT'S FINANCIAL STATEMENTS.
</FN>



</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
