<SEC-DOCUMENT>0000950153-01-501109.txt : 20011010
<SEC-HEADER>0000950153-01-501109.hdr.sgml : 20011010
ACCESSION NUMBER:		0000950153-01-501109
CONFORMED SUBMISSION TYPE:	424B5
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20011005

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERCO /NV/
		CENTRAL INDEX KEY:			0000004457
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510]
		IRS NUMBER:				880106815
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		424B5
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-48396
		FILM NUMBER:		1752615

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERCO
		DATE OF NAME CHANGE:	19770926
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>p65523b5e424b5.htm
<DESCRIPTION>424B5
<TEXT>
<HTML>
<HEAD>
<TITLE>e424b5</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="right">
 Filed pursuant to Rule 424(b)(5)
</DIV>

<DIV align="right">
Registration No. 333-48396
</DIV>

<DIV align="left">
 <B><U>PROSPECTUS SUPPLEMENT</U></B>
</DIV>

<DIV align="left">
<B>(To prospectus dated February&nbsp;27, 2001)</B>
</DIV>

<DIV align="center">
<B><FONT size="5">$350,000,000</FONT></B>
</DIV>

<P align="center">
<IMG src="p65523b5p64518l1.gif" alt="(UHAUL LOGO)">

<P align="center">
<B><FONT size="6">AMERCO</FONT></B>

<DIV align="center">
<B><FONT size="4">Medium-Term Notes</FONT></B>
</DIV>

<DIV align="center">
<B>Due Nine Months or More From Date of Issue</B>
</DIV>

<P align="center">
<HR size="1" width="27%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B> Terms:</B> AMERCO may offer its medium-term notes at one or
more times. The following terms may apply to particular notes
being offered:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Ranking as senior indebtedness of AMERCO</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Stated maturities of 9&nbsp;months or more from date of issue</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Redemption and/or repayment provisions, if applicable, whether
	mandatory or at the option of AMERCO or noteholders</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Payments in U.S. dollars or one or more foreign currencies</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Minimum denominations of $1,000 or other specified denominations
	for foreign currencies</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Book-entry (through The Depository Trust Company) or
	certificated form</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Interest at fixed or floating rates, or no interest at all. The
	floating interest rate may be based on one or more of the
	following indices plus or minus a spread and/or multiplied by a
	spread multiplier:</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="6%"></TD>
	<TD width="1%"></TD>
	<TD width="87%"></TD>
	<TD width="6%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	CD rate</TD>
	<TD>&nbsp;</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="6%"></TD>
	<TD width="1%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	CMT rate</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Commercial paper rate</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Eleventh district cost of funds rate</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Federal funds rate</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	LIBOR</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Prime rate</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Treasury rate</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Interest payments on fixed rate notes on each January&nbsp;15
	and July&nbsp;15, or other specified dates</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Interest payments on floating rate notes on a monthly,
	quarterly, semiannual or annual basis</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will specify the final terms for each note, which may be
different from the terms described in this prospectus
supplement, in the applicable pricing supplement.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Investing in the notes involves certain risks. See &#147;Risk
Factors&#148; beginning on page&nbsp;S-4 of this prospectus
supplement and on page&nbsp;6 of the accompanying prospectus.</B>

<P align="center">
<HR size="1" width="27%" align="center" noshade>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="32%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="10%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="13%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="12%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">Public</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">Agent&#146;s Discounts</FONT></B></TD>
	<TD></TD>
	<TD colspan="3"></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">Offering Price</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">and Commissions</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">Proceeds to AMERCO</FONT></B></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Per note
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">100%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">.125%&nbsp;-&nbsp;.750%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">99.875%&nbsp;-&nbsp;99.250%</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Total(1)
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">$350,000,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom" nowrap><FONT size="2">$437,500&nbsp;-&nbsp;$2,625,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="bottom" nowrap><FONT size="2">$349,562,500&nbsp;-&nbsp;$347,375,000</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<DIV align="left">
<HR size="1" width="18%" align="left" noshade>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="4%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	Or the equivalent thereof in one or more foreign currencies.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement, the
accompanying prospectus or any pricing supplement is truthful or
complete. Any representation to the contrary is a criminal
offense.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may sell notes to the agents referred to below as principal
for resale at varying or fixed offering prices or through the
agents as agent using their reasonable efforts on our behalf. We
may also sell notes without the assistance of any agent.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If we sell other securities referred to in the accompanying
prospectus, we may be limited in offering and selling the entire
amount of notes referred to in this prospectus supplement.

<P align="center">
<HR size="1" width="27%" align="center" noshade>

<P align="left">
<B><FONT size="5">Merrill Lynch &#38; Co.</FONT></B>

<DIV align="left">
<B><FONT size="5">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Banc
 of America Securities LLC</FONT></B>
</DIV>

<DIV align="right">
<B><FONT size="5">JPMorgan</FONT></B>
</DIV>

<P align="center">
<HR size="1" width="27%" align="center" noshade>

<P align="center">
 The date of this prospectus supplement is August&nbsp;30, 2001.
<!-- PAGEBREAK -->
<P><HR noshade><P>

<!-- TOC -->
<A name="toc"><DIV align="CENTER"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">ABOUT THIS PROSPECTUS SUPPLEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">AMERCO</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">RATIO OF EARNINGS TO FIXED CHARGES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">DESCRIPTION OF THE NOTES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">SUPPLEMENTAL PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">ABOUT THIS PROSPECTUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">WHERE YOU CAN FIND MORE INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#012">SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#013">ABOUT AMERCO</A></TD></TR>
<TR><TD colspan="9"><A HREF="#014">THE OFFERING</A></TD></TR>
<TR><TD colspan="9"><A HREF="#015">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#016">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#017">RATIO OF EARNINGS TO FIXED CHARGES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#018">DESCRIPTION OF DEBT SECURITIES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#019">PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#020">LEGAL OPINIONS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#021">EXPERTS</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center">
<B>TABLE OF CONTENTS</B>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="90%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">Page</FONT></B></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Prospectus Supplement</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">About This Prospectus Supplement
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-1</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Special Note of Caution Regarding Forward Looking
	Statements
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-1</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">AMERCO
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-2</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Risk Factors
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-4</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Use of Proceeds
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-6</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Ratio of Earnings to Fixed Charges
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-6</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Description of the Notes
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-7</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Special Provisions Relating to Foreign Currency
	Notes
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-32</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Certain United States Federal Income Tax
	Considerations
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-35</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Supplemental Plan of Distribution
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-44</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Legal Matters
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">S-45</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<B><FONT size="2">Prospectus</FONT></B></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">About This Prospectus
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Where You Can Find More Information
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Special Note of Caution Regarding Forward Looking
	Statements
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">About AMERCO
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">The Offering
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Risk Factors
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Use of Proceeds
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Ratio of Earnings to Fixed Charges
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Description of Debt Securities
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">8</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Plan of Distribution
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">17</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Legal Opinions
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">18</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Experts
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">18</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<HR size="1" width="30%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>You should rely only on the information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and any pricing supplement. Neither we
nor any agent has authorized any other person to provide you
with different or additional information. If anyone provides you
with different or additional information, you should not rely on
it. Neither we nor any agent is making an offer to sell the
notes in any jurisdiction where the offer or sale is not
permitted. You should assume that the information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and any pricing supplement is accurate
only as of its date.</B>

<P align="center">i
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<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "ABOUT THIS PROSPECTUS SUPPLEMENT" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="center">
<B>ABOUT THIS PROSPECTUS SUPPLEMENT</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This prospectus supplement is part of a registration statement
that we filed with the Securities and Exchange Commission
utilizing a &#147;shelf&#148; registration process. Under this
shelf process, we may, over the next two years, use the
registration statement and the shelf process to sell any
combination of the debt securities described in the accompanying
prospectus in one or more offerings up to a total dollar amount
of $350,000,000. This prospectus supplement provides you with
specific information about the terms of this offering. This
prospectus supplement also updates information contained in the
accompanying prospectus. It is important for you to carefully
read this prospectus supplement together with the accompanying
prospectus, any pricing supplement, and any additional
information described under the heading &#147;Where You Can Find
More Information&#148; in the accompanying prospectus in making
your investment decision.

<!-- link1 "SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center">
<B>SPECIAL NOTE OF CAUTION REGARDING</B>

<DIV align="center">
<B>FORWARD-LOOKING STATEMENTS</B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Certain statements in this prospectus supplement under the
caption &#147;Risk Factors&#148; and any documents incorporated
by reference into this prospectus supplement and the
accompanying prospectus may constitute &#147;forward-looking
statements&#148; within the meaning of the federal securities
laws. The words &#147;may,&#148; &#147; continue,&#148;
&#147;estimate,&#148; &#147;intend,&#148; &#147;plan,&#148;
&#147;will,&#148; &#147;believe,&#148; &#147;project,&#148;
&#147;expect,&#148; &#147;anticipate,&#148; and similar
expressions, as they relate to us, are intended to identify
forward-looking statements. Forward-looking statements are based
on our management&#146;s beliefs, assumptions, and expectations
of our future economic performance, taking into account the
information currently available to them. These statements are
not statements of historical fact. Forward-looking statements
involve risks and uncertainties that may cause our actual
results, performance or financial condition to be materially
different from the expectations of future results, performance
or financial condition we express or imply in any
forward-looking statements. Some of the important factors that
could cause our actual results, performance or financial
condition to differ materially from our expectations are:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	fluctuations in our costs to maintain and update our fleet and
	facilities;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	changes in government regulations, particularly environmental
	regulations;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	changes in demand for our products;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	changes in the general domestic economy;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	degree and nature of our competition; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	other factors described in the accompanying prospectus, this
	prospectus supplement, any pricing supplement or the documents
	we file with the SEC and incorporate by reference into the
	accompanying prospectus or this prospectus supplement.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our forward-looking statements speak only as of the date the
statement was made. We do not undertake any obligation to
publicly update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.

<P align="center">S-1

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<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "AMERCO" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center">
<B>AMERCO</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
AMERCO owns all of the stock of our principal subsidiary, U-Haul
International, Inc. U-Haul rental operations represented over
75% of our total revenue for each of the past five fiscal years
ended March&nbsp;31, 2001. We also own all the stock of Republic
Western Insurance Company, Oxford Life Insurance Company, and
Amerco Real Estate Company. Throughout this prospectus
supplement and accompanying prospectus, unless otherwise
indicated, AMERCO and references to &#147;we,&#148;
&#147;our,&#148; &#147;ours,&#148; and &#147;us&#148; includes
all of our subsidiaries. Our principal executive offices are
located at 1325&nbsp;Airmotive Way, Suite&nbsp;100, Reno, Nevada
89502, and our telephone number is (775)&nbsp;688-6300.

<P align="left">
<B>U-Haul Operations</B>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	U-Move Operations</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Founded in 1945, U-Haul is primarily engaged, through its
subsidiaries, in the rental of trucks, automobile-type trailers,
and support rental items to the do-it-yourself moving customer.
Our do-it-yourself moving business operates under the U-Haul
name through an extensive and geographically diverse
distribution network of approximately 1,200 company-owned U-Haul
centers and approximately 15,000 independent dealers throughout
the United States and Canada. We believe that we have more
moving equipment rental locations than our two largest
competitors combined. The U-Haul rental equipment fleet consists
of approximately 101,500 trucks, approximately 85,700 trailers,
and approximately 20,700 tow dollies. Additionally, U-Haul sells
related products (such as boxes, tape, and packaging materials)
and rents various kinds of equipment (such as floor polishing
and carpet cleaning equipment).
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Self-Storage Rental Operations</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
U-Haul entered the self-storage business in 1974 and offers for
rent more than 33.1 million square feet of self-storage space
through over 1,000 company-owned or managed storage locations.
We believe we are the second largest self-storage operator (in
terms of square feet) in the industry. We believe our
self-storage operations are complementary to the do-it-yourself
moving business. All of our self-storage space is located at or
near one or more U-Haul centers or independent U-Haul dealers.

<P align="left">
<B>Insurance Operations</B>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Republic Western</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Republic Western originates and reinsures property and casualty
type insurance products for independent third parties, U-Haul
customers, and U-Haul. Republic Western&#146;s principal
strategy is to capitalize on its knowledge of insurance products
aimed at the moving and rental markets. Approximately 9.46% of
Republic Western&#146;s written premiums relate to insurance
underwriting activities involving AMERCO&#146;s affiliates.
Approximately 88.0% of Republic Western&#146;s invested assets
are in investment grade (NAIC-2 or greater) fixed income
securities. As of October&nbsp;4, 2001, Republic Western is
rated &#147;B+&#148; by A.M. Best and &#147;BBB+&#148; by Fitch.
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Oxford</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Oxford primarily reinsures life, health, and annuity insurance
products and administers our self-insured employee health plan.
Approximately 1.9% of Oxford&#146;s premium revenues are from
business with AMERCO&#146;s affiliates. Approximately 90.4% of
Oxford&#146;s invested assets are in investment grade (NAIC-2 or
greater) fixed income securities. Oxford is rated &#147;A-&#148;
by A.M. Best.

<P align="center">S-2
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<P align="left">
<B>Real Estate Operations</B>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Amerco Real Estate</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Amerco Real Estate owns or actively manages over 1,200
properties throughout the United States and Canada. In addition
to its U-Haul operations, Amerco Real Estate actively seeks to
lease or dispose of our surplus properties.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following chart represents the corporate structure of the
major operating subsidiaries of AMERCO:

<P align="center">
<IMG src="p65523b5p65523f1.gif" alt="(Corporate Structure Flow Chart of Amerco)">

<P align="center">S-3

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<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "RISK FACTORS" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center">
<B>RISK FACTORS</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Your investment in the notes involves certain risks. In
consultation with your own financial and legal advisers, you
should carefully consider, among other matters, the following
discussion of risks before deciding whether an investment in the
notes is suitable for you. Notes are not an appropriate
investment for you if you are unsophisticated with respect to
their significant components.

<P align="left">
<B>Notes Indexed to Interest Rate, Currency or Other Indices or
Formulas May Have Risks Not Associated With a Conventional Debt
Security</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If you invest in notes indexed to one or more interest rate,
currency or other indices or formulas, you will be subject to
significant risks not associated with a conventional fixed rate
or floating rate debt security. These risks include fluctuation
of the particular indices or formulas and the possibility that
you will receive a lower, or no, amount of principal, premium or
interest and at different times than you expected. We have no
control over a number of matters, including economic, financial
and political events, that are important in determining the
existence, magnitude and longevity of these risks and their
results. In addition, if an index or formula used to determine
any amounts payable in respect of the notes contains a
multiplier or leverage factor, the effect of any change in the
particular index or formula will be magnified. In recent years,
values of certain indices and formulas have been volatile and
volatility in those and other indices and formulas may be
expected in the future. However, past experience is not
necessarily indicative of what may occur in the future.

<P align="left">
<B>Redemption May Adversely Affect Your Return on the Notes</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If your notes are redeemable at our option, we may choose to
redeem your notes at times when prevailing interest rates are
relatively low. In addition, if your notes are subject to
mandatory redemption, we may be required to redeem your notes
also at times when prevailing interest rates are relatively low.
As a result, you generally will not be able to reinvest the
redemption proceeds in a comparable security at an effective
interest rate as high as your notes being redeemed.

<P align="left">
<B>There May Not Be Any Trading Market for Your Notes; Many
Factors Affect the Trading and Market Value of Your Notes</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon issuance, your notes will not have an established trading
market. We cannot assure you that a trading market for your
notes will ever develop or be maintained if developed. In
addition to our creditworthiness, many factors affect the
trading market for, and trading value of, your notes. These
factors include:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the complexity and volatility of the index or formula applicable
	to your notes;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the method of calculating the principal, premium and interest in
	respect of your notes;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the time remaining to the maturity of your notes;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the outstanding amount of notes related to your notes;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any redemption features of your notes;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the amount of other debt securities linked to the index or
	formula applicable to your notes; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the level, direction and volatility of market interest rates
	generally.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
There may be a limited number of buyers when you decide to sell
your notes. This may affect the price you receive for your notes
or your ability to sell your notes at all. In addition, notes
that are designed for specific investment objectives or
strategies often experience a more limited trading market and
more price volatility than those not so designed. You should not
purchase notes unless you understand and know you can bear all
of the investment risks involving your notes.

<P align="center">S-4

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<P align="left">
<B>Foreign Currency Notes are Subject to Exchange Rate and
Exchange Control Risks</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If you invest in notes that are denominated and/or payable in a
currency other than U.S. dollars, you will be subject to
significant risks not associated with an investment in a debt
security denominated and payable in U.S. dollars, including the
possibility of material changes in the exchange rate between
U.S. dollars and the applicable foreign currency and the
imposition or modification of exchange controls by the
applicable governments. We have no control over the factors that
generally affect these risks, including economic, financial and
political events and the supply and demand for the applicable
currencies. Moreover, if payments on your foreign currency notes
are determined by reference to a formula containing a multiplier
or leverage factor, the effect of any change in the exchange
rates between the applicable currencies will be magnified. In
recent years, exchange rates between certain currencies have
been highly volatile and volatility between these currencies or
with other currencies may be expected in the future.
Fluctuations between currencies in the past are not necessarily
indicative, however, of fluctuations that may occur in the
future. Depreciation of your payment currency would result in a
decrease in the U.S. dollar equivalent yield of your foreign
currency notes, in the U.S. dollar equivalent value of the
principal and any premium payable at maturity or any earlier
redemption of your foreign currency notes and, generally, in the
U.S. dollar equivalent market value of your foreign currency
notes.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Governmental exchange controls could affect exchange rates and
the availability of the payment currency for your foreign
currency notes on a required payment date. Even if there are no
exchange controls, it is possible that your payment currency
will not be available on a required payment date for
circumstances beyond our control. In these cases, we will be
allowed to satisfy our obligations in respect of your foreign
currency notes in U.S. dollars.

<P align="left">
<B>Our Credit Ratings May Not Reflect All Risks of an Investment
in the Notes</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The credit ratings of our medium-term note program may not
reflect the potential impact of all risks related to structure
and other factors on any trading market for, or trading value
of, your notes. In addition, real or anticipated changes in our
credit ratings will generally affect any trading market for, or
trading value of, your notes.

<P align="center">S-5

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<!-- link1 "USE OF PROCEEDS" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="center">
<B>USE OF PROCEEDS</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We intend to use the proceeds from the sale of the notes for
capital expenditures, working capital, repayment of indebtedness
and general corporate purposes to be determined from time to
time.

<!-- link1 "RATIO OF EARNINGS TO FIXED CHARGES" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="center">
<B>RATIO OF EARNINGS TO FIXED CHARGES</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following table shows our ratio of earnings to fixed charges
for the periods indicated. For purposes of computing the ratio
of earnings to fixed charges, &#147;earnings&#148; consist of
pretax earnings from operations plus total fixed charges
excluding interest capitalized during the period. &#147;Fixed
charges&#148; consist of interest expense, capitalized interest,
amortization of debt expense and discounts, and one-third of our
annual rental expense (which we believe is a reasonable
approximation of the interest factor of these rentals). The
ratio for the three months ended on June&nbsp;30, 2001 may be
different from the ratio for fiscal 2001 because, among other
reasons, U-Haul rental operations are seasonal and
proportionally more of our earnings are generated in the first
and second quarters of each fiscal year.

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="40%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3"></TD>
	<TD></TD>
	<TD colspan="19"></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">Three Months Ended</FONT></B></TD>
	<TD></TD>
	<TD colspan="19" align="center" nowrap><B><FONT size="2">Fiscal Year Ended March 31,</FONT></B></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">June 30,</FONT></B></TD>
	<TD></TD>
	<TD colspan="19" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">2001</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">2001</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">2000</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">1999</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">1998</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">1997</FONT></B></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Ratio of earnings to fixed charges
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2.00</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.14</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.79</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.84</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.66</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.74</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For more information on our ratio of earnings to fixed charges,
see Exhibit&nbsp;12 to the registration statement and the
section in the accompanying prospectus called &#147;Where You
Can Find More Information.&#148;

<P align="center">S-6

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<!-- link1 "DESCRIPTION OF THE NOTES" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="center">
<B>DESCRIPTION OF THE NOTES</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following description of the particular terms of the notes
offered hereby (referred to in the accompanying prospectus as
&#147;offered securities&#148;) supplements, and to the extent
inconsistent therewith supersedes, the description of the
general terms and provisions of offered securities set forth in
the accompanying prospectus, to which description reference is
hereby made. You can find the definitions of certain terms used
in this description under &#147;&#151;&nbsp;Certain
Definitions.&#148; For purposes of the following description,
references to AMERCO do not include any of our subsidiaries.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will issue the notes as a series of debt securities under a
Senior indenture, dated as of April&nbsp;1, 1999 (the
&#147;Senior Indenture&#148;), between us and The Bank of New
York, as Trustee, and supplemented by a third supplemental
indenture (&#147;Third Supplemental Indenture&#148; and,
together with the Senior Indenture, the &#147;Indenture&#148;).
The Indenture is subject to, and governed by, the Trust
Indenture Act of 1939, as amended. The following summary of
certain provisions of the notes and the Indenture does not
purport to be complete and is qualified in its entirety by
reference to the actual provisions of the notes and the
Indenture. Certain terms used but not defined in this prospectus
supplement shall have the meanings given to them in the
accompanying prospectus, the notes or the Indenture, as the case
may be. The term &#147;debt securities,&#148; as used in this
prospectus supplement, refers to all securities, including the
notes offered hereby, issued and issuable from time to time
under the Senior Indenture, as supplemented from time to time.
The following description of notes will apply to each note
offered hereby unless otherwise specified in the applicable
pricing supplement.

<P align="left">
<B>General</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All of our debt securities, including the notes, that we have
issued or will issue under the Senior Indenture, as supplemented
from time to time, will be unsecured general obligations and
will rank equally with all of our other unsecured and
unsubordinated indebtedness outstanding from time to time. The
Senior Indenture does not limit the aggregate amount of debt
securities that we may issue thereunder. Accordingly, we may
issue debt securities from time to time in one or more series up
to the aggregate initial offering price authorized by us for the
particular series. We may, from time to time, without the
consent of the registered holders of the notes, issue
medium-term notes that are part of the same series as the notes
or other debt securities under the Senior Indenture in addition
to the $350,000,000 aggregate initial offering price of notes
offered hereby. In addition, we may, from time to time, without
the consent of the registered holders of the notes, issue
additional notes or other debt securities having the same terms
as previously issued notes (other than the date of issuance, the
date interest, if any, begins to accrue and the offering price,
which may vary) that will form a single issue with the
previously issued notes. The IRS recently issued final
regulations addressing whether additional debt instruments
issued in a reopening will be considered part of the same issue
as the previously issued debt instrument for U.S. federal income
tax purposes. See &#147;Certain United States Federal Income Tax
Considerations.&#148;

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The notes are currently limited to up to $350,000,000 aggregate
initial offering price, or the equivalent thereof in one or more
foreign currencies. However, the $350,000,000 aggregate initial
offering price of notes offered hereby may be reduced by our
sale of other securities referred to in the accompanying
prospectus. Notes that bear interest will either be fixed rate
notes or floating rate notes, as specified in the applicable
pricing supplement. We may also issue discount notes, indexed
notes and amortizing notes, as specified in the applicable
pricing supplement.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each note will mature on any day nine months or more from its
date of issue, as specified in the applicable pricing
supplement, unless the principal thereof (or, any installment of
principal thereof) becomes due and payable prior to the stated
maturity date, whether, as applicable, by the declaration of
acceleration of maturity, notice of redemption at our option,
notice of the registered holder&#146;s option to elect
repayment, notice of the registered holder&#146;s option to
effect a change of control purchase or otherwise (the stated
maturity date or any date prior to the stated maturity date on
which the particular note becomes due and payable, as the case
may be, is referred to as the &#147;maturity date&#148; with
respect to the principal of the particular note repayable on
that date).

<P align="center">S-7

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless otherwise specified in the applicable pricing supplement,
the notes will be denominated in, and payments of principal,
premium, if any, and/or interest, if any, in respect thereof
will be made in, U.S. dollars. The notes also may be denominated
in, and payments of principal, premium, if any, and/or interest,
if any, in respect thereof may be made in, one or more foreign
currencies. See &#147;Special Provisions Relating to Foreign
Currency Notes &#150; Payment of Principal, Premium, if any, and
Interest, if any.&#148; The currency in which a note is
denominated (or, if that currency is no longer legal tender for
the payment of public and private debts in the country issuing
that currency or, in the case of Euro, in the member states of
the European Union that have adopted the single currency, the
currency which is then legal tender in the related country or in
the adopting member states of the European Union, as the case
may be) is referred to as the &#147;specified currency&#148;
with respect to the particular note.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
You will be required to pay for your notes in the specified
currency. At the present time, there are limited facilities in
the United States for the conversion of U.S. dollars into
foreign currencies and vice versa, and commercial banks do not
generally offer non-U.S. dollar checking or savings account
facilities in the United States. The agent from or through which
a foreign currency note is purchased may be prepared to arrange
for the conversion of U.S. dollars into the specified currency
in order to enable you to pay for your foreign currency note,
provided that you make a request to that agent on or prior to
the fifth business day (as defined below) preceding the date of
delivery of the particular foreign currency note, or by any
other day determined by that agent. Each conversion will be made
by an agent on the terms and subject to the conditions,
limitations and charges as that agent may from time to time
establish in accordance with its regular foreign exchange
practices. You will be required to bear all costs of exchange in
respect of your foreign currency note. See &#147;Special
Provisions Relating to Foreign Currency Notes.&#148;

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interest rates that we offer on the notes may differ depending
upon, among other factors, the aggregate principal amount of
notes purchased in any single transaction. Notes with different
variable terms other than interest rates may also be offered
concurrently to different investors. We may change interest
rates or formulas and other terms of notes from time to time,
but no change of terms will affect any note we have previously
issued or as to which we have accepted an offer to purchase.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will issue each note as a book-entry note represented by one
or more fully registered global securities or as a fully
registered certificated note. The minimum denominations of each
note other than a foreign currency note will be $1,000 and
integral multiples of $1,000, while the minimum denominations of
each foreign currency note will be specified in the applicable
pricing supplement.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will make payments of principal of, and premium, if any, and
interest, if any, on, book-entry notes through the Trustee to
The Depository Trust Company, as depositary, or its nominee (the
&#147;Depositary&#148;). See &#147;&#151;&nbsp;Book-Entry
Notes.&#148; In the case of certificated notes, we will make
payments of principal of, and premium, if any, on, the maturity
date in immediately available funds upon presentation and
surrender thereof (and, in the case of any repayment on an
optional repayment date, upon submission of a duly completed
election form if and as required by the provisions described
below (or in the case of any change in control purchase, a duly
completed purchase notice, together with a duly completed
election form) at the office or agency maintained by us for this
purpose in the Borough of Manhattan, The City of New York,
currently the corporate trust office of the Trustee located at
101 Barclay Street, Floor 21 West, New York, NY 10286. We will
make payments of interest, if any, on the maturity date of a
certificated note to the person to whom payment of the principal
thereof and premium, if any, thereon shall be made. We will make
payments of interest, if any, on a certificated note on any
interest payment date (as defined below) other than the maturity
date by check mailed to the address of the registered holder
entitled thereto appearing in the security register.
Notwithstanding the foregoing, we will make payments of
interest, if any, on any interest payment date other than the
maturity date to each registered holder of $10,000,000 (or, if
the specified currency is other than U.S. dollars, the
equivalent thereof in the particular specified currency) or more
in aggregate principal amount of certificated notes (whether
having identical or different terms and provisions) by wire
transfer of immediately available funds if the applicable
registered holder has delivered appropriate wire transfer
instructions in writing to the Trustee not less than
15&nbsp;days prior to the particular interest payment date. Any
wire transfer instructions received by the Trustee shall remain
in effect until revoked by the applicable registered holder. For
special payment terms applicable to

<P align="center">S-8

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<DIV align="left">
foreign currency notes, see &#147;Special Provisions Relating to
Foreign Currency Notes&nbsp;&#151; Payment of Principal,
Premium, if any, and Interest, if any.&#148;
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, &#147;business day&#148;
means any day, other than a Saturday or Sunday, that is neither
a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to
close in The City of New York; provided, however, that, with
respect to foreign currency notes, the day must also not be a
day on which commercial banks are authorized or required by law,
regulation or executive order to close in the principal
financial center (as defined below) of the country issuing the
specified currency (or, if the specified currency is Euro, the
day must also be a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET)&nbsp;System
is open); provided, further, that, with respect to notes, as to
which LIBOR is an applicable interest rate basis, the day must
also be a London banking day (as defined below). &#147;London
banking day&#148; means a day on which commercial banks are open
for business (including dealings in the LIBOR currency (as
defined below)) in London.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, &#147;LIBOR
currency&#148; means the currency specified in the applicable
pricing supplement as to which LIBOR will be calculated or, if
no currency is specified in the applicable pricing supplement,
U.S. dollars.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, &#147;principal financial
center&#148; means, as applicable:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the capital city of the country issuing the specified currency;
	or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the capital city of the country to which the LIBOR currency
	relates;</TD>
</TR>

</TABLE>

<P align="left">
provided, however, that with respect to U.S. dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders,
Italian lire, South African rand and Swiss francs, the
&#147;principal financial center&#148; shall be The City of New
York, Sydney and (solely in the case of the specified currency)
Melbourne, Toronto, Frankfurt, Amsterdam, Milan, Johannesburg
and Zurich, respectively.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Book-entry notes may be transferred or exchanged only through
the Depositary. See &#147;&#151;&nbsp;Book-Entry Notes.&#148;
Registration of transfer or exchange of certificated notes will
be made at the office or agency maintained by us for this
purpose in the Borough of Manhattan, The City of New York,
currently the corporate trust office of the Trustee. No service
charge will be imposed for any such registration of transfer or
exchange of notes, but we may require payment of a sum
sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith (other than certain
exchanges not involving any transfer).

<P align="left">
<B>Redemption at our Option; No Sinking Fund</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If a redemption date or dates or an initial redemption date are
specified in the applicable pricing supplement, we may redeem
the particular notes in the manner set forth below.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If a redemption date or dates are specified in the applicable
pricing supplement, we may redeem the particular notes prior to
their stated maturity date on such redemption date or redemption
dates, as the case may be. If an initial redemption date is
specified in the applicable pricing supplement, we may redeem
the particular notes prior to their stated maturity date at our
option on any date on or after that initial redemption date.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will make redemptions occurring on any redemption date or on
or after an initial redemption date, in either case, in whole or
from time to time in part in increments of $1,000 or any other
integral multiple of an authorized denomination specified in the
applicable pricing supplement (provided that any remaining
principal amount thereof shall be at least $1,000 or other
minimum authorized denomination applicable thereto), at the
applicable redemption price (as defined below), together with
unpaid interest accrued thereon to, but excluding, the
applicable date of redemption. We must give written notice to
registered holders of the particular notes to be redeemed not
more than 60 nor less than 30 calendar days prior to the
applicable date of redemption. The &#147;redemption price&#148;
with respect to a note means (1)&nbsp;100% of the principal
amount of the amount to be redeemed or (2)&nbsp;an amount equal
to the initial redemption

<P align="center">S-9

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<DIV align="left">
percentage specified in the applicable pricing supplement (as
adjusted by the annual redemption percentage reduction, if
applicable) multiplied by the unpaid principal amount thereof to
be redeemed. The initial redemption percentage, if any,
applicable to a note shall decline at each anniversary of the
initial redemption date by an amount equal to the applicable
annual redemption percentage reduction, if any, until the
redemption price is equal to 100% of the unpaid principal amount
thereof to be redeemed. For a discussion of the redemption of
discount notes, see &#147;&#151;&nbsp;Discount Notes.&#148;
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The notes will not be subject to, or entitled to the benefit of,
any sinking fund.

<P align="left">
<B>Repayment at the Option of the Holder</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If one or more optional repayment dates are specified in the
applicable pricing supplement, registered holders of the
particular notes may require us to repay those notes prior to
their stated maturity date on any optional repayment date in
whole or from time to time in part in increments of $1,000 or
any other integral multiple of an authorized denomination
specified in the applicable pricing supplement (provided that
any remaining principal amount thereof shall be at least $1,000
or other minimum authorized denomination applicable thereto), at
a repayment price equal to 100% of the unpaid principal amount
thereof to be repaid, together with unpaid interest accrued
thereon to the date of repayment. A registered holder&#146;s
exercise of the repayment option will be irrevocable. For a
discussion of the repayment of discount notes, see
&#147;&#151;&nbsp;Discount Notes.&#148;

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For any note to be repaid, the Trustee must receive, at its
corporate trust office in the Borough of Manhattan, The City of
New York, not more than 60 nor less than 30&nbsp;calendar days
prior to the date of repayment, the particular notes to be
repaid and:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	in the case of a certificated note, the form entitled
	&#147;Option to Elect Repayment&#148; duly completed; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	in the case of a book-entry note, repayment instructions from
	the applicable beneficial owner to the Depositary and forwarded
	by the Depositary.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Only the Depositary may exercise the repayment option in respect
of global securities representing book-entry notes. Accordingly,
beneficial owners of global securities that desire to have all
or any portion of the book-entry notes represented thereby
repaid must instruct the participant through which they own
their interest to direct the Depositary to exercise the
repayment option on their behalf by forwarding the repayment
instructions to the Trustee as aforesaid. In order to ensure
that these instructions are received by the Trustee on a
particular day, the applicable beneficial owner must so instruct
the participant through which it owns its interest before that
participant&#146;s deadline for accepting instructions for that
day. Different firms may have different deadlines for accepting
instructions from their customers. Accordingly, beneficial
owners should consult their participants for the respective
deadlines. All instructions given to participants from
beneficial owners of global securities relating to the option to
elect repayment shall be irrevocable. In addition, at the time
repayment instructions are given, each beneficial owner shall
cause the participant through which it owns its interest to
transfer the beneficial owner&#146;s interest in the global
security representing the related book-entry notes, on the
Depositary&#146;s records, to the Trustee. See
&#147;&#151;&nbsp;Book-Entry Notes.&#148;

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If applicable, we will comply with the requirements of
Section&nbsp;14(e) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), and the rules
promulgated thereunder, and any other securities laws or
regulations in connection with any repayment of notes at the
option of the registered holders thereof.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may at any time purchase notes at any price or prices in the
open market or otherwise. Notes so purchased by us may, at our
discretion, be held, resold or surrendered to the Trustee for
cancellation.

<P align="center">S-10
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<P align="left">
<B>Interest</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each interest-bearing note will bear interest from its date of
issue at the rate per annum, in the case of a fixed rate note,
or pursuant to the interest rate formula, in the case of a
floating rate note, in each case as specified in the applicable
pricing supplement, until the principal thereof is paid. We will
make interest payments in respect of fixed rate notes and
floating rate notes in an amount equal to the interest accrued
from and including the immediately preceding interest payment
date in respect of which interest has been paid or from and
including the date of issue, if no interest has been paid, to
but excluding the applicable interest payment date or the
maturity date, as the case may be (each, an &#147;interest
period&#148;).

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interest on fixed rate notes and floating rate notes will be
payable in arrears on each interest payment date and on the
maturity date. The first payment of interest on any note
originally issued between a record date (as defined below) and
the related interest payment date will be made on the interest
payment date immediately following the next succeeding record
date to the registered holder on the next succeeding record
date. As used in this prospectus supplement, the &#147;record
date&#148; shall be the fifteenth calendar day, whether or not a
business day, immediately preceding the related interest payment
date.

<P align="left">
<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fixed Rate Notes</I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interest on fixed rate notes will be payable on January&nbsp;15
and July&nbsp;15 of each year or on any other date(s) specified
in the applicable pricing supplement (each, an &#147;interest
payment date&#148; with respect to fixed rate notes) and on the
maturity date. Interest on fixed rate notes will be computed on
the basis of a 360-day year of twelve 30-day months.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If any interest payment date or the maturity date of a fixed
rate note falls on a day that is not a business day, we will
make the required payment of principal, premium, if any, and/or
interest on the next succeeding business day, and no additional
interest will accrue in respect of the payment made on that next
succeeding business day.

<P align="left">
<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Floating Rate Notes</I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interest on floating rate notes will be determined by reference
to the applicable interest rate basis or interest rate bases,
which may, as described below, include:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the CD rate,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the CMT rate,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the commercial paper rate,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the eleventh district cost of funds rate,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the federal funds rate,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	LIBOR,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the prime rate,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the treasury rate, or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any other interest rate basis or interest rate formula as may be
	specified in the applicable pricing supplement.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The applicable pricing supplement will specify certain terms of
the floating rate notes being offered thereby, including:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	whether the floating rate note is:</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="6%"></TD>
	<TD width="3%"></TD>
	<TD width="91%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#151;&nbsp;</TD>
	<TD align="left">
	a &#147;regular floating rate note,&#148;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#151;&nbsp;</TD>
	<TD align="left">
	a &#147;floating rate/fixed rate note&#148; or</TD>
</TR>

</TABLE>

<P align="center">S-11

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<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="6%"></TD>
	<TD width="3%"></TD>
	<TD width="91%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#151;&nbsp;</TD>
	<TD align="left">
	an &#147;inverse floating rate note,&#148;</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the fixed rate commencement date, if applicable,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	fixed interest rate, if applicable,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	interest rate basis or bases,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	initial interest rate, if any,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	interest reset dates,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	interest payment dates,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	index maturity,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	maximum interest rate and/or minimum interest rate, if any,</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	spread and/or spread multiplier, or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	if one or more of the applicable interest rate bases is LIBOR,
	the LIBOR currency and LIBOR page.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 These terms are more fully described below.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The rate derived from the applicable interest rate basis will be
determined in accordance with the related provisions below. The
interest rate in effect on each day will be based on:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	if that day is an interest reset date, the rate determined as of
	the interest determination date (as defined below) immediately
	preceding that interest reset date, or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	if that day is not an interest reset date, the rate determined
	as of the interest determination date immediately preceding the
	most recent interest reset date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, the &#147;spread&#148; is
the number of basis points to be added to or subtracted from the
related interest rate basis or bases applicable to a floating
rate note. The &#147;spread multiplier&#148; is the percentage
of the related interest rate basis or bases applicable to a
floating rate note by which the interest rate basis or bases
will be multiplied to determine the applicable interest rate.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, the &#147;index
maturity&#148; is the period to maturity of the instrument or
obligation with respect to which the related interest rate basis
or bases will be calculated.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Regular Floating Rate Notes.</I> Unless a floating rate note
is designated as a floating rate/ fixed rate note or an inverse
floating rate note, or as having an addendum attached or having
other/additional provisions apply, in each case relating to a
different interest rate formula, the particular floating rate
note will be a regular floating rate note and will bear interest
at the rate determined by reference to the applicable interest
rate basis or bases:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	plus or minus the applicable spread, if any, and/or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	multiplied by the applicable spread multiplier, if any.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Commencing on the first interest reset date, the rate at which
interest on a regular floating rate note is payable will be
reset as of each interest reset date; provided, however, that
the interest rate in effect for the period, if any, from the
date of issue to the first interest reset date will be the
initial interest rate.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Floating Rate/ Fixed Rate Notes.</I> If a floating rate note
is designated as a floating rate/ fixed rate note, the
particular floating rate note will bear interest at the rate
determined by reference to the applicable interest rate basis or
bases:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	plus or minus the applicable spread, if any, and/or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	multiplied by the applicable spread multiplier, if any.</TD>
</TR>

</TABLE>

<P align="center">S-12

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<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Commencing on the first interest reset date, the rate at which
interest on a floating rate/ fixed rate note is payable will be
reset as of each interest reset date; provided, however, that:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the interest rate in effect for the period, if any, from the
	date of issue to the first interest reset date will be the
	initial interest rate; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the interest rate in effect commencing on the fixed rate
	commencement date will be the fixed interest rate, if specified
	in the applicable pricing supplement, or, if not so specified,
	the interest rate in effect on the day immediately preceding the
	fixed rate commencement date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Inverse Floating Rate Notes.</I> If a floating rate note is
designated as an &#147;inverse floating rate note,&#148; the
particular floating rate note will bear interest at the fixed
interest rate minus the rate determined by reference to the
applicable interest rate basis or bases:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	plus or minus the applicable spread, if any, and/or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	multiplied by the applicable spread multiplier, if any;</TD>
</TR>

</TABLE>

<P align="left">
provided, however, that interest on an inverse floating rate
note will not be less than zero. Commencing on the first
interest reset date, the rate at which interest on an inverse
floating rate note is payable will be reset as of each interest
reset date; provided, however, that the interest rate in effect
for the period, if any, from the date of issue to the first
interest reset date will be the initial interest rate.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Interest Reset Dates. </I>The applicable pricing supplement
will specify the dates on which the rate of interest on a
floating rate note will be reset (each, an &#147;interest reset
date&#148;), and the period between interest reset dates will be
the &#147;interest reset period.&#148; The interest reset dates
will be, in the case of floating rate notes which reset:

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&#149;&nbsp; daily&nbsp;&#151; each business day;
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	weekly&nbsp;&#151; the Wednesday of each week, with the
	exception of weekly reset floating rate notes as to which the
	treasury rate is an applicable interest rate basis, which will
	reset the Tuesday of each week, except as described below under
	&#147;&#151;&nbsp;Interest Determination Dates;&#148;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	monthly&nbsp;&#151; the third Wednesday of each month, with the
	exception of monthly reset floating rate notes as to which the
	eleventh district cost of funds rate is an applicable interest
	rate basis, which will reset on the first calendar day of the
	month;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	quarterly&nbsp;&#151; the third Wednesday of March, June,
	September and December of each year;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	semiannually&nbsp;&#151; the third Wednesday of the two months
	specified in the applicable pricing supplement; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	annually&nbsp;&#151; the third Wednesday of the month specified
	in the applicable pricing supplement;</TD>
</TR>

</TABLE>

<P align="left">
provided however, that, with respect to floating rate/ fixed
rate notes, the rate of interest thereon will not reset after
the particular fixed rate commencement date.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If any interest reset date for any floating rate note would
otherwise be a day that is not a business day, the particular
interest reset date will be postponed to the next succeeding
business day, except that in the case of a floating rate note as
to which LIBOR is an applicable interest rate basis and that
business day falls in the next succeeding calendar month, the
particular interest reset date will be the immediately preceding
business day. In addition, in the case of a floating rate note
as to which the treasury rate is an applicable interest rate
basis, if the interest determination date would otherwise fall
on an interest reset date, the particular interest reset date
will be postponed to the next succeeding business day.

<P align="center">S-13

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Interest Determination Dates. </I>The interest rate
applicable to an interest reset period commencing on the related
interest reset date will be determined by reference to the
applicable interest rate basis as of the relevant &#147;interest
determination date;&#148; which will be:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	with respect to the federal funds rate and the prime
	rate&nbsp;&#151; the business day immediately preceding the
	related interest reset date;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	with respect to the CD rate, the CMT rate and the commercial
	paper rate&nbsp;&#151; the second business day preceding the
	related interest reset date;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	with respect to the eleventh district cost of funds
	rate&nbsp;&#151; the last working day of the month immediately
	preceding the related interest reset date on which the Federal
	Home Loan Bank of San Francisco publishes the index (as defined
	below);</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	with respect to LIBOR&nbsp;&#151; the second London banking day
	preceding the related interest reset date; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	with respect to the treasury rate&nbsp;&#151; the day in the
	week in which the related interest reset date falls on which day
	treasury bills (as defined below) are normally auctioned (i.e.,
	treasury bills are normally sold at auction on Monday of each
	week, unless that day is a legal holiday, in which case the
	auction is normally held on the following Tuesday, except that
	the auction may be held on the preceding Friday); provided,
	however, that if an auction is held on the Friday of the week
	preceding the related interest reset date, the interest
	determination date will be the preceding Friday.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The interest determination date pertaining to a floating rate
note the interest rate of which is determined with reference to
two or more interest rate bases will be the latest business day
which is at least two business days before the related interest
reset date for the applicable floating rate note on which each
interest reset basis is determinable.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Calculation Dates.</I> The Trustee will be the
&#147;calculation agent.&#148; The interest rate applicable to
each interest reset period will be determined by the calculation
agent on or prior to the calculation date (as defined below),
except with respect to LIBOR and the eleventh district cost of
funds rate, which will be determined on the particular interest
determination date. Upon request of the registered holder of a
floating rate note, the calculation agent will disclose the
interest rate then in effect and, if determined, the interest
rate that will become effective as a result of a determination
made for the next succeeding interest reset date with respect to
the particular floating rate note. The &#147;calculation
date,&#148; if applicable, pertaining to any interest
determination date will be the earlier of:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the tenth calendar day after the particular interest
	determination date or, if such day is not a business day, the
	next succeeding business day; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the business day immediately preceding the applicable interest
	payment date or the maturity date, as the case may be.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Maximum and Minimum Interest Rates.</I> A floating rate note
may also have either or both of the following:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	a maximum numerical limitation, or ceiling, that may accrue
	during any interest reset period (a &#147;maximum interest
	rate,&#148; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	a minimum numerical limitation, or floor, that may accrue during
	any interest reset period (a &#147;minimum interest rate&#148;).</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition to any maximum interest rate that may apply to a
floating rate note, the interest rate on floating rate notes
will in no event be higher than the maximum rate permitted by
New York law, as the same may be modified by United States law
of general application.

<P align="center">S-14

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Interest Payments.</I> The applicable pricing supplement will
specify the dates on which interest on floating rate notes is
payable (each, an &#147;interest payment date&#148; with respect
to floating rate notes). The interest payment dates will be, in
the case of floating rate notes which reset:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	daily, weekly or monthly&nbsp;&#151; the third Wednesday of each
	month or on the third Wednesday of March, June, September and
	December of each year, as specified in the applicable pricing
	supplement;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	quarterly&nbsp;&#151; the third Wednesday of March, June,
	September and December of each year;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	semiannually&nbsp;&#151; the third Wednesday of the two months
	of each year specified in the applicable pricing supplement; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	annually&nbsp;&#151; the third Wednesday of the month of each
	year specified in the applicable pricing supplement.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition, the maturity date will also be an interest payment
date.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If any interest payment date other than the maturity date for
any floating rate note would otherwise be a day that is not a
business day, such interest payment date will be postponed to
the next succeeding business day, except that in the case of a
floating rate note as to which LIBOR is an applicable interest
rate basis and that business day falls in the next succeeding
calendar month, the particular interest payment date will be the
immediately preceding business day. If the maturity date of a
floating rate note falls on a day that is not a business day, we
will make the required payment of principal, premium, if any,
and interest on the next succeeding business day, and no
additional interest will accrue in respect of the payment made
on that next succeeding business day.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All percentages resulting from any calculation on floating rate
notes will be rounded to the nearest one hundred-thousandth of a
percentage point, with five-one millionths of a percentage point
rounded upwards. For example, 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655). All dollar amounts used in or
resulting from any calculation on floating rate notes will be
rounded, in the case of U.S. dollars, to the nearest cent or, in
the case of a foreign currency, to the nearest unit (with
one-half cent or unit being rounded upwards).

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
With respect to each floating rate note, accrued interest is
calculated by multiplying its principal amount by an accrued
interest factor. The accrued interest factor is computed by
adding the interest factor calculated for each day in the
particular interest period and will be computed by dividing the
interest rate applicable to such day by 360, in the case of
floating rate notes as to which the CD rate, the commercial
paper rate, the eleventh district cost of funds rate, the
federal funds rate, LIBOR or the prime rate is an applicable
interest rate basis, or by the actual number of days in the
year, in the case of floating rate notes as to which the CMT
rate or the treasury rate is an applicable interest rate basis.
The interest factor for floating rate notes as to which the
interest rate is calculated with reference to two or more
interest rate bases will be calculated in each period in the
same manner as if only the applicable interest rate basis
specified in the applicable pricing supplement applied.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The calculation agent shall determine the rate derived from each
interest rate basis in accordance with the following provisions.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>CD Rate.</I> </B>As used in this prospectus supplement,
&#147;CD rate&#148; means:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	the rate on the particular interest determination date for
	negotiable U.S. dollar certificates of deposit having the index
	maturity specified in the applicable pricing supplement as
	published in H.15(519) (as defined below) under the caption
	&#147;CDs (secondary market);&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(2)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(1) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the rate on the particular interest
	determination date for negotiable U.S. dollar certificates of
	deposit of the particular index maturity as published in H.15
	daily update (as defined below), or other recognized electronic
	source used for the purpose of displaying the applicable rate,
	under the caption &#147;CDs (secondary market);&#148; or</TD>
</TR>

</TABLE>

<P align="center">S-15
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(3)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(2) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the rate on the particular interest
	determination date calculated by the calculation agent as the
	arithmetic mean of the secondary market offered rates as of
	10:00&nbsp;a.m., New York City time, on that interest
	determination date, of three leading nonbank dealers in
	negotiable U.S. dollar certificates of deposit in The City of
	New York (which may include the agents or their affiliates)
	selected by the calculation agent for negotiable U.S. dollar
	certificates of deposit of major United States money market
	banks for negotiable United States certificates of deposit with
	a remaining maturity closest to the particular index maturity in
	an amount that is representative for a single transaction in
	that market at that time; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(4)&nbsp;</TD>
	<TD align="left">
	if the dealers so selected by the calculation agent are not
	quoting as mentioned in clause&nbsp;(3), the CD rate in effect
	on the particular interest determination date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, &#147;H.15(519)&#148;
means the weekly statistical release designated as H.15(519), or
any successor publication, published by the Board of Governors
of the Federal Reserve System.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, &#147;H.15 daily
update&#148; means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the
Federal Reserve System at
http:/www.bog.frb.fed.us/releases/h15/update, or any successor
site or publication.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>CMT Rate.</I> </B>As used in this prospectus supplement,
&#147;CMT rate&#148; means:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	if CMT Telerate Page 7051 is specified in the applicable pricing
	supplement:</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="97%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(a)&nbsp; the percentage equal to the yield for United States
	Treasury securities at &#147;constant maturity&#148; having the
	index maturity specified in the applicable pricing supplement as
	published in H.15(519) under the caption &#147;Treasury Constant
	Maturities;&#148; as the yield is displayed on Bridge Telerate,
	Inc. (or any successor service) on page 7051 (or any other page
	as may replace the specified page on that service)
	(&#147;Telerate Page 7051&#148;), for the particular interest
	determination date; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(b)&nbsp; if the rate referred to in clause (a)&nbsp;does not so
	appear on Telerate Page 7051, the percentage equal to the yield
	for United States Treasury securities at &#147;constant
	maturity&#148; having the particular index maturity and for the
	particular interest determination date as published in H.15(519)
	under the caption &#147;Treasury Constant Maturities;&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(c)&nbsp; if the rate referred to in clause (b)&nbsp;does not so
	appear in H.15(519), the rate on the particular interest
	determination date for the period of the particular index
	maturity as may then be published by either the Board of
	Governors of the Federal Reserve System or the United States
	Department of the Treasury that the calculation agent determines
	to be comparable to the rate which would otherwise have been
	published in H.15(519); or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(d)&nbsp; if the rate referred to in clause (c)&nbsp;is not so
	published, the rate on the particular interest determination
	date calculated by the calculation agent as a yield to maturity
	based on the arithmetic mean of the secondary market bid prices
	at approximately 3:30&nbsp;p.m., New York City time, on that
	interest determination date of three leading primary United
	States government securities dealers in The City of New York
	(which may include the agents or their affiliates) (each, a
	&#147;reference dealer&#148;), selected by the calculation agent
	from five reference dealers selected by the calculation agent
	and eliminating the highest quotation, or, in the event of
	equality, one of the highest, and the lowest quotation or, in
	the event of equality, one of the lowest, for United States
	Treasury securities with an original maturity equal to the
	particular index maturity, a remaining term to maturity no more
	than 1&nbsp;year shorter than that index maturity and in a
	principal amount that is representative for a single transaction
	in the securities in that market at that time; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(e)&nbsp;if fewer than five but more than two of the prices
	referred to in clause (d)&nbsp;are provided as requested, the
	rate on the particular interest determination date calculated by
	the calculation agent</TD>
</TR>

</TABLE>

<P align="center">S-16

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="97%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">
	based on the arithmetic mean of the bid prices obtained and
	neither the highest nor the lowest of the quotations shall be
	eliminated; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(f)&nbsp; if fewer than three prices referred to in clause
	(d)&nbsp;are provided as requested, the rate on the particular
	interest determination date calculated by the calculation agent
	as a yield to maturity based on the arithmetic mean of the
	secondary market bid prices as of approximately 3:30&nbsp;p.m.,
	New York City time, on that interest determination date of three
	reference dealers selected by the calculation agent from five
	reference dealers selected by the calculation agent and
	eliminating the highest quotation or, in the event of equality,
	one of the highest and the lowest quotation or, in the event of
	equality, one of the lowest, for United States Treasury
	securities with an original maturity greater than the particular
	index maturity, a remaining term to maturity closest to that
	index maturity and in a principal amount that is representative
	for a single transaction in the securities in that market at
	that time; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(g)&nbsp; if fewer than five but more than two prices referred
	to in clause (f)&nbsp;are provided as requested, the rate on the
	particular interest determination date calculated by the
	calculation agent based on the arithmetic mean of the bid prices
	obtained and neither the highest nor the lowest of the
	quotations will be eliminated; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(h)&nbsp; if fewer than three prices referred to in clause
	(f)&nbsp;are provided as requested, the CMT rate in effect on
	the particular interest determination date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp; if CMT Telerate Page 7052 is specified in the
applicable pricing supplement:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="97%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(a)&nbsp; the percentage equal to the one-week or one-month, as
	specified in the applicable pricing supplement, average yield
	for United States Treasury securities at &#147;constant
	maturity&#148; having the index maturity specified in the
	applicable pricing supplement as published in H.15(519) opposite
	the caption &#147;Treasury Constant Maturities;&#148; as the
	yield is displayed on Bridge Telerate, Inc. (or any successor
	service) (on page 7052 or any other page as may replace the
	specified page on that service) (&#147;Telerate Page
	7052&#148;), for the week or month, as applicable, ended
	immediately preceding the week or month, as applicable, in which
	the particular interest determination date falls; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(b)&nbsp; if the rate referred to in clause (a)&nbsp;does not so
	appear on Telerate Page 7052, the percentage equal to the
	one-week or one-month, as specified in the applicable pricing
	supplement, average yield for United States Treasury securities
	at &#147;constant maturity&#148; having the particular index
	maturity and for the week or month, as applicable, preceding the
	particular interest determination date as published in H.15(519)
	opposite the caption &#147;Treasury Constant Maturities;&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(c)&nbsp; if the rate referred to in clause (b)&nbsp;does not so
	appear in H.15(519), the one-week or one-month, as specified in
	the applicable pricing supplement, average yield for United
	States Treasury securities at &#147;constant maturity&#148;
	having the particular index maturity as otherwise announced by
	the Federal Reserve Bank of New York for the week or month, as
	applicable, ended immediately preceding the week or month, as
	applicable, in which the particular interest determination date
	falls; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(d)&nbsp; if the rate referred to in clause (c)&nbsp;is not so
	published, the rate on the particular interest determination
	date calculated by the calculation agent as a yield to maturity
	based on the arithmetic mean of the secondary market bid prices
	at approximately 3:30&nbsp;p.m., New York City time, on that
	interest determination date of three reference dealers selected
	by the calculation agent from five reference dealers selected by
	the calculation agent and eliminating the highest quotation, or,
	in the event of equality, one of the highest, and the lowest
	quotation or, in the event of equality, one of the lowest, for
	United States Treasury securities with an original maturity
	equal to the particular index maturity, a remaining term to
	maturity no more than 1&nbsp;year shorter than that index
	maturity and in a principal amount that is representative for a
	single transaction in the securities in that market at that
	time; or</TD>
</TR>

</TABLE>

<P align="center">S-17

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="97%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(e)&nbsp; if fewer than five but more than two of the prices
	referred to in clause (d)&nbsp;are provided as requested, the
	rate on the particular interest determination date calculated by
	the calculation agent based on the arithmetic mean of the bid
	prices obtained and neither the highest nor the lowest of the
	quotations shall be eliminated; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(f)&nbsp; if fewer than three prices referred to in clause
	(d)&nbsp;are provided as requested, the rate on the particular
	interest determination date calculated by the calculation agent
	as a yield to maturity based on the arithmetic mean of the
	secondary market bid prices as of approximately 3:30&nbsp;p.m.,
	New York City time, on that interest determination date of three
	reference dealers selected by the calculation agent from five
	reference dealers selected by the calculation agent and
	eliminating the highest quotation or, in the event of equality,
	one of the highest and the lowest quotation or, in the event of
	equality, one of the lowest, for United States Treasury
	securities with an original maturity greater than the particular
	index maturity, a remaining term to maturity closest to that
	index maturity and in a principal amount that is representative
	for a single transaction in the securities in that market at the
	time; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(g)&nbsp; if fewer than five but more than two prices referred
	to in clause (f)&nbsp;are provided as requested, the rate on the
	particular interest determination date calculated by the
	calculation agent based on the arithmetic mean of the bid prices
	obtained and neither the highest nor the lowest of the
	quotations will be eliminated; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(h)&nbsp; if fewer than three prices referred to in clause
	(f)&nbsp;are provided as requested, the CMT rate in effect on
	that interest determination date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If two United States Treasury securities with an original
maturity greater than the index maturity specified in the
applicable pricing supplement have remaining terms to maturity
equally close to the particular index maturity, the quotes for
the United States Treasury security with the shorter original
remaining term to maturity will be used.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Commercial Paper Rate.</I> </B>As used in this prospectus
supplement, &#147;commercial paper rate&#148; means:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	the money market yield (as defined below) on the particular
	interest determination date of the rate for commercial paper
	having the index maturity specified in the applicable pricing
	supplement as published in H.15(519) under the caption
	&#147;Commercial Paper-Nonfinancial;&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(2)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(1) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the money market yield of the rate on the
	particular interest determination date for commercial paper
	having the particular index maturity as published in H.15 daily
	update, or such other recognized electronic source used for the
	purpose of displaying the applicable rate, under the caption
	&#147;Commercial Paper-Nonfinancial;&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(3)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(2) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the rate on the particular interest
	determination date calculated by the calculation agent as the
	money market yield of the arithmetic mean of the offered rates
	at approximately 11:00&nbsp;a.m., New York City time, on that
	interest determination date of three leading dealers of U.S.
	dollar commercial paper in The City of New York (which may
	include the agents or their affiliates) selected by the
	calculation agent for commercial paper having the particular
	index maturity placed for industrial issuers whose bond rating
	is &#147;Aa;&#148; or the equivalent, from a nationally
	recognized statistical rating organization; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(4)&nbsp;</TD>
	<TD align="left">
	if the dealers so selected by the calculation agent are not
	quoting as mentioned in clause&nbsp;(3), the commercial paper
	rate in effect on the particular interest determination date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, &#147;money market
yield&#148; means a yield (expressed as a percentage) calculated
in accordance with the following formula:

<CENTER>
<TABLE width="50%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="36%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="35%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="middle">
	<FONT size="2">D x 360
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">money market yield
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="middle">
	<FONT size="2">=
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="middle">
	<HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="middle">
	<FONT size="2">x
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="middle">
	<FONT size="2">100
	</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="middle">
	<FONT size="2">360 - (D x M)
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">S-18

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">
where &#147;D&#148; refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed
as a decimal, and &#147;M&#148; refers to the actual number of
days in the applicable interest reset period.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Eleventh District Cost of Funds Rate. </I></B>As used in
this prospectus supplement, &#147;eleventh district cost of
funds rate&#148; means:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	the rate equal to the monthly weighted average cost of funds for
	the calendar month immediately preceding the month in which the
	particular interest determination date falls as set forth under
	the caption &#147;11th District&#148; on the display on Bridge
	Telerate, Inc. (or any successor service) on page&nbsp;7058 (or
	any other page as may replace the specified page on that
	service) (&#147;Telerate Page&nbsp; 7058&#148;) as of
	11:00&nbsp;a.m., San Francisco time, on that interest
	determination date; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(2)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(1) does not so appear on
	Telerate Page&nbsp; 7058, the monthly weighted average cost of
	funds paid by member institutions of the Eleventh Federal Home
	Loan Bank District that was most recently announced (the
	&#147;index&#148;) by the Federal Home Loan Bank of San
	Francisco as the cost of funds for the calendar month
	immediately preceding that interest determination date; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(3)&nbsp;</TD>
	<TD align="left">
	if the Federal Home Loan Bank of San Francisco fails to announce
	the index on or prior to the particular interest determination
	date for the calendar month immediately preceding that interest
	determination date, the eleventh district cost of funds rate in
	effect on the particular interest determination date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Federal Funds Rate. </I></B>As used in this prospectus
supplement, &#147;federal funds rate&#148; means:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	the rate on the particular interest determination date for
	U.S.&nbsp;dollar federal funds as published in H.15(519) under
	the caption &#147;Federal Funds (Effective)&#148; and displayed
	on Bridge Telerate, Inc. (or any successor service) on
	page&nbsp;120 (or any other page as may replace the specified
	page on that service) (&#147;Telerate Page&nbsp;120&#148;); or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(2)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(1) does not so appear on
	Telerate Page&nbsp;120 or is not so published by 3:00&nbsp;p.m.,
	New York City time, on the related calculation date, the rate on
	the particular interest determination date for U.S.&nbsp;dollar
	federal funds as published in H.15 daily update, or such other
	recognized electronic source used for the purpose of displaying
	the applicable rate, under the caption &#147;Federal Funds
	(Effective);&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(3)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(2) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the rate on the particular interest
	determination date calculated by the calculation agent as the
	arithmetic mean of the rates for the last transaction in
	overnight U.S.&nbsp;dollar federal funds arranged by three
	leading brokers of U.S.&nbsp;dollar federal funds transactions
	in The City of New York (which may include the agents or their
	affiliates), selected by the calculation agent prior to
	9:00&nbsp;a.m., New York City time, on that interest
	determination date; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(4)&nbsp;</TD>
	<TD align="left">
	if the brokers so selected by the calculation agent are not
	quoting as mentioned in clause&nbsp;(3), the federal funds rate
	in effect on the particular interest determination date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>LIBOR. </I></B>As used in this prospectus supplement,
&#147;LIBOR&#148; means:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	if &#147;LIBOR Telerate&#148; is specified in the applicable
	pricing supplement or if neither &#147;LIBOR Reuters&#148; nor
	&#147;LIBOR Telerate&#148; is specified in the applicable
	pricing supplement as the method for calculating LIBOR, the rate
	for deposits in the LIBOR currency having the index maturity
	specified in the applicable pricing supplement, commencing on
	the related interest reset date, that appears on the LIBOR page
	as of 11:00&nbsp;a.m., London time, on the particular interest
	determination date; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(2)&nbsp;</TD>
	<TD align="left">
	if &#147;LIBOR Reuters&#148; is specified in the applicable
	pricing supplement, the arithmetic mean of the offered rates,
	calculated by the calculation agent, or the offered rate, if the
	LIBOR page by its</TD>
</TR>

</TABLE>

<P align="center">S-19

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<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD></TD>
	<TD align="left">
	terms provides only for a single rate, for deposits in the LIBOR
	currency having the particular index maturity, commencing on the
	related interest reset date, that appear or appears, as the case
	may be, on the LIBOR page as of 11:00&nbsp;a.m., London time, on
	the particular interest determination date; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(3)&nbsp;</TD>
	<TD align="left">
	if fewer than two offered rates appear, or no rate appears, as
	the case may be, on the particular interest determination date
	on the LIBOR page as specified in clause&nbsp;(1) or (2), as
	applicable, the rate calculated by the calculation agent of at
	least two offered quotations obtained by the calculation agent
	after requesting the principal London offices of each of four
	major reference banks (which may include affiliates of the
	agents), in the London interbank market to provide the
	calculation agent with its offered quotation for deposits in the
	LIBOR currency for the period of the particular index maturity,
	commencing on the related interest reset date, to prime banks in
	the London interbank market at approximately 11:00&nbsp;a.m.,
	London time, on that interest determination date and in a
	principal amount that is representative for a single transaction
	in the LIBOR currency in that market at that time; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(4)&nbsp;</TD>
	<TD align="left">
	if fewer than two offered quotations referred to in
	clause&nbsp;(3) are provided as requested, the rate calculated
	by the calculation agent as the arithmetic mean of the rates
	quoted at approximately 11:00&nbsp;a.m., in the applicable
	principal financial center, on the particular interest
	determination date by three major banks (which may include
	affiliates of the agents), in that principal financial center
	selected by the calculation agent for loans in the LIBOR
	currency to leading European banks, having the particular index
	maturity and in a principal amount that is representative for a
	single transaction in the LIBOR currency in that market at that
	time; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(5)&nbsp;</TD>
	<TD align="left">
	if the banks so selected by the calculation agent are not
	quoting as mentioned in clause&nbsp;(4), LIBOR in effect on the
	particular interest determination date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, &#147;LIBOR page&#148;
means either:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	if &#147;LIBOR Reuters&#148; is specified in the applicable
	pricing supplement, the display on the Reuter Monitor Money
	Rates Service (or any successor service) on the page specified
	in the applicable pricing supplement (or any other page as may
	replace that page on that service) for the purpose of displaying
	the London interbank rates of major banks for the LIBOR
	currency; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(2)&nbsp;</TD>
	<TD align="left">
	if &#147;LIBOR Telerate&#148; is specified in the applicable
	pricing supplement or neither &#147;LIBOR Reuters&#148; nor
	&#147;LIBOR Telerate&#148; is specified in the applicable
	pricing supplement as the method for calculating LIBOR, the
	display on Bridge Telerate, Inc. (or any successor service) on
	the page specified in the applicable pricing supplement (or any
	other page as may replace such page on such service) for the
	purpose of displaying the London interbank rates of major banks
	for the LIBOR currency.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Prime Rate. </I></B>As used in this prospectus supplement,
&#147;prime rate&#148; means:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	the rate on the particular interest determination date as
	published in H.15(519) under the caption &#147;Bank Prime
	Loan;&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(2)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(1) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the rate on the particular interest
	determination date as published in H.15 daily update, or such
	other recognized electronic source used for the purpose of
	displaying the applicable rate, under the caption &#147;Bank
	Prime Loan;&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(3)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(2) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the rate on the particular interest
	determination date calculated by the calculation agent as the
	arithmetic mean of the rates of interest publicly announced by
	each bank that appears on the Reuters Screen US PRIME&nbsp;1
	Page (as defined below) as the applicable bank&#146;s prime rate
	or base lending rate as of 11:00&nbsp;a.m., New York City time,
	on that interest determination date; or</TD>
</TR>

</TABLE>

<P align="center">S-20

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<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(4)&nbsp;</TD>
	<TD align="left">
	if fewer than four rates referred to in clause&nbsp;(3) are so
	published by 3:00&nbsp; p.m., New York City time, on the related
	calculation date, the rate calculated by the calculation agent
	as the particular interest determination date calculated by the
	calculation agent as the arithmetic mean of the prime rates or
	base lending rates quoted on the basis of the actual number of
	days in the year divided by a 360-day year as of the close of
	business on that interest determination date by three major
	banks (which may include affiliates of the agents) in The City
	of New York selected by the calculation agent; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(5)&nbsp;</TD>
	<TD align="left">
	if the banks so selected by the calculation agent are not
	quoting as mentioned in clause&nbsp;(4), the Prime rate in
	effect on the particular interest determination date.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, &#147;Reuters Screen US
PRIME&nbsp;1 Page&#148; means the display on the Reuter Monitor
Money Rates Service (or any successor service) on the &#147;US
PRIME&nbsp;1&#148; page (or any other page as may replace that
page on that service) for the purpose of displaying prime rates
or base lending rates of major United States banks.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Treasury Rate. </I></B>As used in this prospectus
supplement, &#147;treasury rate&#148; means:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	the rate from the auction held on the treasury rate interest
	determination date (the &#147;auction&#148;) of direct
	obligations of the United States (&#147;treasury bills&#148;)
	having the index maturity specified in the applicable pricing
	supplement under the caption &#147;INVESTMENT RATE&#148; on the
	display on Bridge Telerate, Inc. (or any successor service) on
	page&nbsp;56 (or any other page as may replace that page on that
	service) (&#147;Telerate Page&nbsp;56&#148;) or page&nbsp;57 (or
	any other page as may replace that page on that service)
	(&#147;Telerate Page&nbsp;57&#148;); or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(2)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(1) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the bond equivalent yield (as defined below)
	of the rate for the applicable treasury bills as published in
	H.15 daily update, or another recognized electronic source used
	for the purpose of displaying the applicable rate, under the
	caption &#147;U.S.&nbsp; Government Securities/ Treasury Bills/
	Auction High;&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(3)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(2) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the bond equivalent yield of the auction rate
	of the applicable treasury bills as announced by the United
	States Department of the Treasury; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(4)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(3) is not so announced
	by the United States Department of the Treasury, or if the
	auction is not held, the bond equivalent yield of the rate on
	the particular interest determination date of the applicable
	treasury bills as published in H.15(519) under the caption
	&#147;U.S.&nbsp;Government Securities/ Treasury Bills/ Secondary
	Market;&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(5)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(4) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the rate on the particular interest
	determination date of the applicable treasury bills as published
	in H.15 daily update, or another recognized electronic source
	used for the purpose of displaying the applicable rate, under
	the caption &#147;U.S.&nbsp;Government Securities/ Treasury
	Bills/ Secondary Market;&#148; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(6)&nbsp;</TD>
	<TD align="left">
	if the rate referred to in clause&nbsp;(5) is not so published
	by 3:00&nbsp;p.m., New York City time, on the related
	calculation date, the rate on the particular interest
	determination date calculated by the calculation agent as the
	bond equivalent yield of the arithmetic mean of the secondary
	market bid rates, as of approximately 3:30&nbsp; p.m., New York
	City time, on that interest determination date, of three primary
	United States government securities dealers (which may include
	the agents or their affiliates) selected by the calculation
	agent, for the issue of treasury bills with a remaining maturity
	closest to the index maturity specified in the applicable
	pricing supplement; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(7)&nbsp;</TD>
	<TD align="left">
	if the dealers so selected by the calculation agent are not
	quoting as mentioned in clause&nbsp;(6), the treasury rate in
	effect on the particular interest determination date.</TD>
</TR>

</TABLE>

<P align="center">S-21

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<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, &#147;bond equivalent
yield&#148; means a yield (expressed as a percentage) calculated
in accordance with the following formula:

<CENTER>
<TABLE width="50%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="40%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="33%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="middle">
	<FONT size="2">D x N
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">bond equivalent yield
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="middle">
	<FONT size="2">=
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="left" valign="middle">
	<HR size="1" noshade></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="middle">
	<FONT size="2">x
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="middle">
	<FONT size="2">100
	</FONT></TD>
</TR>

<TR>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="center" valign="middle">
	<FONT size="2">360 - (D x M)
	</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
where &#147;D&#148; refers to the applicable per annum rate for
treasury bills quoted on a bank discount basis and expressed as
a decimal, &#147;N&#148; refers to 365 or 366, as the case may
be, and &#147;M&#148; refers to the actual number of days in the
applicable interest reset period.

<P align="left">
<B>Other/ Additional Provisions; Addendum</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any provisions with respect to the notes, including the
specification and determination of one or more interest rate
bases, the calculation of the interest rate applicable to a
floating rate note, the interest payment dates, the stated
maturity date, any redemption or repayment provisions or any
other term relating thereto, may be modified and/or supplemented
as specified under &#147;other/additional provisions&#148; on
the face of the applicable notes or in an addendum relating to
the applicable notes, if so specified on the face of the
applicable notes, and, in each case, as specified in the
applicable pricing supplement.

<P align="left">
<B>Discount Notes</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may from time to time offer discount notes that have an issue
price (as specified in the applicable pricing supplement) that
is less than 100% of the principal amount thereof (i.e. par) by
more than a percentage equal to the product of 0.25% and the
number of full years to the stated maturity date. Discount notes
may not bear any interest currently or may bear interest at a
rate that is below market rates at the time of issuance. The
difference between the issue price of a discount note and par is
referred to as the &#147;discount.&#148; In the event of
redemption, repayment or acceleration of maturity of a discount
note, the amount payable to the holder of a discount note will
be equal to the sum of:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the issue price (increased by any accruals of discount) and, in
	the event of any redemption of the applicable discount note, if
	applicable, multiplied by the initial redemption percentage (as
	adjusted by the annual redemption percentage reduction, if
	applicable); and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any unpaid interest accrued on the discount notes to the date of
	the redemption, repayment or acceleration of maturity, as the
	case may be.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For purposes of determining the amount of discount that has
accrued as of any date on which a redemption, repayment or
acceleration of maturity occurs for a discount note, a discount
will be accrued using a constant yield method. The constant
yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the initial
period (as defined below), corresponds to the shortest period
between interest payment dates for the applicable discount note
(with ratable accruals within a compounding period), a coupon
rate equal to the initial coupon rate applicable to the discount
note and an assumption that the maturity of a discount note will
not be accelerated. If the period from the date of issue to the
first interest payment date for a discount note (the
&#147;initial period&#148;) is shorter than the compounding
period for the discount note, a proportionate amount of the
yield for an entire compounding period will be accrued. If the
initial period is longer than the compounding period, then the
period will be divided into a regular compounding period and a
short period with the short period being treated as provided in
the preceding sentence. The accrual of the applicable discount
may differ from the accrual of original issue discount for
purposes of the Internal Revenue Code of 1986, as amended (the
&#147;Code&#148;), certain discount notes may not be treated as
having original issue discount within the meaning of the Code,
and notes other than discount notes may be treated as issued
with original issue discount for federal income tax purposes.
See &#147;Certain United States Federal Income Tax
Considerations.&#148;

<P align="center">S-22

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<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">
<B>Indexed Notes</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may from time to time offer indexed notes with the amount of
principal, premium and/or interest payable in respect thereof to
be determined with reference to the price or prices of specified
commodities or stocks, to the exchange rate of one or more
designated currencies relative to an indexed currency or to
other items, in each case as specified in the applicable pricing
supplement. In certain cases, holders of indexed notes may
receive a principal payment on the maturity date that is greater
than or less than the principal amount of such indexed notes
depending upon the relative value on the maturity date of the
specified indexed item. Information as to the method for
determining the amount of principal, premium, if any, and/or
interest, if any, payable in respect of indexed notes, certain
historical information with respect to the specified indexed
item and any material tax considerations associated with an
investment in indexed notes will be specified in the applicable
pricing supplement. See also &#147;Risk Factors.&#148;

<P align="left">
<B>Amortizing Notes</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may from time to time offer amortizing notes with the amount
of principal thereof and interest thereon payable in
installments over their terms. Unless otherwise specified in the
applicable pricing supplement, interest on each amortizing note
will be computed on the basis of a 360-day year of twelve 30-day
months. Payments with respect to amortizing notes will be
applied first to interest due and payable thereon and then to
the reduction of the unpaid principal amount thereof. Further
information concerning additional terms and provisions of
amortizing notes will be specified in the applicable pricing
supplement, including a table setting forth repayment
information for such amortizing notes.

<P align="left">
<B>Book-Entry Notes</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We have established a depositary arrangement with the Depositary
with respect to the book-entry notes, the terms of which are
summarized below. Any additional or differing terms of the
depositary arrangement with respect to the book-entry notes will
be described in the applicable pricing supplement.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon issuance, all book-entry notes of like tenor and terms up
to $350,000,000 aggregate principal amount will be represented
by a single permanent global note. Each global note representing
book-entry notes will be deposited with, or on behalf of, the
Depositary and will be registered in the name of the
Depositary&#146;s nominee. No global note may be transferred
except as a whole by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the
Depositary or another nominee of the Depositary to a successor
of the Depositary or a nominee of a successor to the Depositary.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
So long as the Depositary or its nominee is the registered
holder of a global note, the Depositary or its nominee, as the
case may be, will be the sole owner of the book-entry notes
represented thereby for all purposes under the Indenture. Except
as otherwise provided below, the beneficial owners of the global
note or notes representing book-entry notes will not be entitled
to have securities represented by such global notes registered
in their names, will not receive or be entitled to receive
physical delivery of certificated notes in definitive form and
will not be considered the owners or holders thereof under the
Indenture. Accordingly, beneficial interests in the debt
securities will be shown on, and transfers thereof will be
effected only through records maintained by the Depositary and
its participants. The laws of some states require certain
purchasers of securities to take physical delivery thereof in
definitive form. Such limits and laws may impair the ability to
own or transfer beneficial interests in a global note.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each global note representing book-entry notes will be
exchangeable for certificated notes of like tenor and terms and
of differing authorized denominations in a like aggregate
principal amount, only if (i)&nbsp;the Depositary notifies us
that it is unwilling or unable to continue as Depositary for
such global note or if at any time the Depositary ceases to be a
clearing agency registered under the Exchange Act, (ii)&nbsp;we
execute and deliver to the Trustee a company order that such
global note shall be exchangeable for certificated notes or
(iii)&nbsp;there shall have occurred and be continuing a default
or event of default with respect to the notes. Upon such
issuance, the Trustee is required to register such notes in the
name of, and cause such notes to be delivered to, the beneficial
owners of the global note or notes representing book-entry
notes, which names shall be provided by the Depositary&#146;s
relevant participants (as identified by the Depositary) to the
Trustee. Such notes will be issued in fully registered form
without coupons, in denominations of $1,000 and integral
multiples thereof.

<P align="center">S-23

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following is based on information furnished by the
Depositary:

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Depositary will act as securities depository for the
book-entry notes. The book-entry notes will be issued as fully
registered securities registered in the name of Cede&nbsp;&#38;
Co. (the Depositary&#146;s partnership nominee). One fully
registered global security will be issued for each issue of
book-entry notes, each in the aggregate principal amount of such
issue, and will be deposited with the Depositary.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Depositary is a limited-purpose trust company organized
under the New York Banking Law, a &#147;banking
organization&#148; within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a &#147;clearing
corporation&#148; within the meaning of the New York Uniform
Commercial Code, and a &#147;clearing agency&#148; registered
pursuant to the provisions of Section&nbsp;17A of the Exchange
Act. The Depositary holds securities that its participants
(&#147;participants&#148;) deposit with the Depositary. The
Depositary also facilitates the settlement among participants of
securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry
changes in participants&#146; accounts, thereby eliminating the
need for physical movement of securities certificates. Direct
participants of the Depositary (&#147;direct participants&#148;)
include securities brokers and dealers (including the Agents),
banks, trust companies, clearing corporations and certain other
organizations. The Depositary is owned by a number of its direct
participants and by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of
Securities Dealers, Inc. Access to the Depositary&#146;s system
is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or
maintain a custodial relationship with a direct participant,
either directly or indirectly (&#147;indirect
participants&#148;). The rules applicable to the Depositary and
its participants are on file with the SEC.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Purchases of book-entry notes under the Depositary&#146;s system
must be made by or through direct participants, which will
receive a credit for such book-entry notes on the
Depositary&#146;s records. The ownership interest of each actual
purchaser of each book-Entry Note represented by a global
security (&#147;beneficial owner&#148;) is in turn to be
recorded on the records of direct participants and indirect
participants. Beneficial owners will not receive written
confirmation from the Depositary of their purchase, but
beneficial owners are expected to receive written confirmations
providing details of the transaction, as well as periodic
statements of their holdings, from the direct participants or
indirect participants through which such beneficial owner
entered into the transaction. Transfers of ownership interests
in a global security representing book-entry notes are to be
accomplished by entries made on the books of participants acting
on behalf of beneficial owners. Beneficial owners of a global
security representing book-entry notes will not receive
certificated notes representing their ownership interests
therein, except in the event that use of the book-entry system
for such book-entry notes is discontinued.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To facilitate subsequent transfers, all global securities
representing book-entry notes which are deposited with, or on
behalf of, the Depositary are registered in the name of the
Depositary&#146;s nominee, Cede&nbsp;&#38; Co. The deposit of
global securities with, or on behalf of, the Depositary and
their registration in the name of Cede&nbsp;&#38; Co. effect no
change in beneficial ownership. The Depositary has no knowledge
of the actual beneficial owners of the global securities
representing the book-entry notes; the Depositary&#146;s records
reflect only the identity of the direct participants to whose
accounts such book-entry notes are credited, which may or may
not be the beneficial owners. The participants will remain
responsible for keeping account of their holdings on behalf of
their customers.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Conveyance of notices and other communications by the Depositary
to direct participants, by direct participants to indirect
participants, and by direct participants and indirect
participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Neither the Depositary nor Cede&nbsp;&#38; Co. will consent or
vote with respect to the global securities representing the
book-entry notes. Under its usual procedures, the Depositary
mails an omnibus proxy to a company as soon as possible after
the applicable record date. The omnibus proxy assigns Cede &#38;
Co.&#146;s consenting or voting rights to those direct
participants to whose accounts the book-entry notes are credited
on the applicable record date (identified in a listing attached
to the omnibus proxy).

<P align="center">S-24

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Principal, premium, if any, and/or interest, if any, payments on
the global securities representing the book-entry notes will be
made in immediately available funds to the Depositary. The
Depositary&#146;s practice is to credit direct
participants&#146; accounts on the applicable payment date in
accordance with their respective holdings shown on the
Depositary&#146;s records unless the Depositary has reason to
believe that it will not receive payment on such date. Payments
by participants to beneficial owners will be governed by
standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer
form or registered in &#147;street name&#148;, and will be the
responsibility of such participant and not of the Depositary,
the Trustee or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of
principal, premium, if any, and/or interest, if any, to the
Depositary is the responsibility of AMERCO and the Trustee,
disbursement of such payments to direct participants shall be
the responsibility of the Depositary, and disbursement of such
payments to the beneficial owners shall be the responsibility of
direct participants and indirect participants.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If applicable, redemption notices shall be sent to Cede &#38;
Co. If less than all of the book-entry notes of like tenor and
terms are being redeemed, the Depositary&#146;s practice is to
determine by lot the amount of the interest of each direct
participant in such issue to be redeemed.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A beneficial owner shall give notice of any option to elect to
have its book-entry notes repaid by us, through its participant,
to the Trustee, and shall effect delivery of such book-entry
notes by causing the direct participant to transfer the
participant&#146;s interest in the global security or securities
representing such book-entry notes, on the Depositary&#146;s
records, to the Trustee. The requirement for physical delivery
of book-entry notes in connection with a demand for repayment
will be deemed satisfied when the ownership rights in the global
security or securities representing such book-entry notes are
transferred by direct participants on the Depositary&#146;s
records.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Depositary may discontinue providing its services as
securities depository with respect to the book-entry notes at
any time by giving reasonable notice to us or the Trustee. Under
such circumstances, in the event that a successor securities
depository is not obtained, certificated notes are required to
be printed and delivered.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may decide to discontinue use of the system of book-entry
transfers through the Depositary (or a successor securities
depository). In that event, certificated notes will be printed
and delivered.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The information in this section concerning the Depositary and
the Depositary&#146;s system has been obtained from sources that
we believe to be reliable, but neither we nor any agent takes
any responsibility for the accuracy thereof.

<P align="left">
<B>Proposed EU Directive on the Taxation of Savings Income</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The European Union is currently considering proposals for a new
directive regarding the taxation of savings income. Subject to a
number of important conditions being met, it is proposed that
member states of the European Union will be required to provide
to the taxing authorities of another member state details of
payments of interest or other similar income paid by a person
within its jurisdiction to an individual resident in that other
member state, subject to the right of certain member states
(including possibly Luxembourg) to opt instead for a withholding
system for a transitional period in relation to such payments.
This directive, if adopted, may be conditioned on the adoption
of equivalent measures in third party countries with significant
financial centers (such as the United States) and independent or
associated territories of certain of the member states. Pending
agreement on the precise text of this directive, it is difficult
to say what effect, if any, the adoption of the directive would
have on the notes or payments in respect thereof.

<P align="left">
<B>Purchase of the Notes Upon a Change of Control</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If any change in control triggering event (as defined in
&#147;&#151;&nbsp;Certain Definitions&#148; below) occurs on or
prior to maturity of the notes, each holder of notes will have
the right, at the holder&#146;s option, subject to the terms and
conditions of the Indenture, to require us to purchase (the
&#147;change in control purchase&#148;)

<P align="center">S-25

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<DIV align="left">
all or any part of the holder&#146;s notes (so long as the
principal amount is $1,000 or an integral multiple of $1,000 or
if the specified currency is other than U.S.&nbsp;dollars, the
equivalent thereof of the specified currency) on the date that
is 60&nbsp;business days after the occurrence of the change in
control triggering event(the &#147;purchase date&#148;). If a
holder exercises this option, we will purchase that
holder&#146;s notes for cash equal to 101% of the principal
amount of the notes plus any interest accrued and unpaid on the
notes through the purchase date (the &#147;purchase price&#148;).
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Within 30 business days after a change in control triggering
event, we are obligated to mail to the Trustee and to all
holders of the notes at their addresses shown in the security
register (and to beneficial owners as required by applicable
law) a notice (the &#147;change in control notice&#148;)
regarding the change in control triggering event. The change in
control notice shall state, among other things:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the date by which the holder must give the purchase notice (as
	defined below);</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the purchase price;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the purchase date;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the name and address of the Trustee and of any other office or
	agency maintained for the purpose of the surrender of the notes
	for purchase;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the procedures for withdrawing a purchase notice; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the procedures that a holder must follow to exercise these
	rights.</TD>
</TR>

</TABLE>

<P align="left">
We will have the change in control notice published in a daily
newspaper of national circulation.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To exercise the right to have us purchase the notes, a holder
must deliver written notice (a &#147;purchase notice&#148;) to
the Trustee or to any other office or agency maintained for that
purpose of the holder&#146;s exercise of that right before the
close of business on the business day immediately prior to the
purchase date. The purchase notice must state:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the certificate number of the note or notes to be delivered by
	the holder for purchase by us;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the portion of the principal amount of the notes to be purchased
	(which must be $1,000 or an integral multiple of $1,000 or if
	the specified currency is other than U.S.&nbsp;dollars, the
	equivalent thereof in the specified currency); and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	that the notes will be submitted to us for purchase on the
	purchase date pursuant to the applicable provisions of the notes.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A holder may withdraw any purchase notice by written notice of
withdrawal delivered to the Trustee or to any other office or
agency maintained for such purpose no later than the business
day immediately prior to the purchase date. The notice of
withdrawal must state the principal amount and the certificate
numbers of the notes as to which the withdrawal notice relates
and the principal amount, if any, of the holder&#146;s notes
which remains subject to the original purchase notice.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
On the purchase date, we shall (i)&nbsp;accept for payment the
notes or portions thereof tendered pursuant to the change of
control notice, (ii)&nbsp;deposit with the Trustee money
sufficient to pay the aggregate purchase price and
(iii)&nbsp;deliver or cause to be delivered to the Trustee the
notes so accepted together with an officer&#146;s certificate
indicating the notes or portions thereof tendered to us. The
Trustee shall promptly mail to each holder of notes so accepted
payment in an amount equal to the purchase price for such notes,
and the Trustee shall promptly authenticate and mail to such
holder a new note equal in principal amount to any unpurchased
portion of the note surrendered, provided that each such new
note shall be issued in an original principal amount in
denominations of $1,000 and integral multiples thereof (or if
the specified currency is other than U.S.&nbsp;dollars, the
equivalent thereof in the specified currency).

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The occurrence of certain of the events that would constitute a
change in control could trigger a prepayment obligation under
certain of our credit agreements and debt obligations, and
failure to effect such prepayment could constitute an event of
default under such credit agreements and debt obligations. If

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<DIV align="left">
we are not able to obtain requisite consents or waivers from the
lenders under such credit agreements and the holders of such
debt obligations, we may be unable to fulfill our repurchase
obligations following a change in control triggering event,
thereby resulting in a default under the Indenture.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will comply with and make all filings required under all
federal and state securities laws regulating the purchase of the
notes at the option of holders upon a change in control
triggering event, including, if applicable, Section&nbsp;14(e)
of the Exchange Act of 1934 and Rule&nbsp;14e-1 promulgated
under the Exchange Act and any other applicable tender offer
rules.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The change in control purchase feature of the notes may in
certain circumstances make more difficult or discourage a
takeover of us and, as a result, the removal of incumbent
management. If a change in control triggering event were to
occur, we cannot assure you that we would have sufficient funds
to pay the purchase price for all notes tendered by the holders.
A default by us on our obligation to pay the purchase price
could result in acceleration of the payment of other
indebtedness of us that is outstanding at the time.

<P align="left">
<B>Covenants</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Third Supplemental Indenture contains certain restrictive
covenants that are set forth below. Several additional
restrictive covenants relating to the notes, including
restrictions on our ability to enter into certain
consolidations, mergers or transfers of substantially all of our
assets, are contained in the Senior Indenture and are described
in the accompanying prospectus under &#147;Description of Debt
Securities&nbsp;&#151; Covenants.&#148;

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Limitation on Liens Securing Indebtedness.</I> We will not,
and will not permit any of our consolidated subsidiaries to,
create or incur, or suffer to be incurred or to exist, at any
time, any lien on our or their property, whether now owned or
hereafter acquired, or upon any income or profits therefrom, to
secure the payment of any indebtedness for money borrowed of us
or of any of our consolidated subsidiaries or of any other
person, unless all our obligations on or in respect of the notes
offered hereby are equally and ratably and validly secured by
such lien by proceedings and documents reasonably satisfactory
to the applicable Trustee, except that the provisions of this
paragraph shall not prohibit the following:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(1)&nbsp;</TD>
	<TD align="left">
	liens existing as of the issue date securing indebtedness for
	money borrowed of us and our consolidated subsidiaries
	outstanding on such date;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(2)&nbsp;</TD>
	<TD align="left">
	liens (a)&nbsp;incurred after the issue date given (on or within
	120&nbsp;days of the date of acquisition, construction or
	improvement) to secure the payment of the purchase price or
	construction costs incurred by us or our consolidated
	subsidiaries in connection with the acquisition, construction or
	improvement of real and personal property useful and intended to
	be used in carrying on our business or the business of our
	consolidated subsidiaries, or (b)&nbsp;on fixed assets useful
	and intended to be used in carrying on our business or the
	business of our consolidated subsidiaries existing at the time
	of acquisition or construction thereof by us or such
	consolidated subsidiary or at the time of acquisition by us or
	our consolidated subsidiaries of any business entity then owning
	such fixed assets, whether or not such existing liens were given
	to secure the payment of the purchase price or construction
	costs of the fixed assets to which they attach, so long as liens
	permitted by this subclause (b)&nbsp;were not incurred, extended
	or renewed in contemplation of such acquisition or construction,
	provided that any such liens permitted by this clause
	(2)&nbsp;shall attach solely to the property acquired,
	constructed, improved or purchased;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(3)&nbsp;</TD>
	<TD align="left">
	liens for taxes, assessments or other governmental levies or
	charges not yet due or which are subject to a good faith contest;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(4)&nbsp;</TD>
	<TD align="left">
	liens incidental to the conduct of our and our
	subsidiaries&#146; businesses or our or their ownership of
	property and other assets not securing any indebtedness for
	money borrowed and not otherwise incurred in connection with the
	borrowing of money or obtaining of credit, and which do not in
	the aggregate materially diminish the value of our or our
	subsidiaries&#146; property or assets when taken as a whole, or
	materially impair the use thereof in the operation of our or
	their businesses;</TD>
</TR>

</TABLE>

<P align="center">S-27

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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="4%"></TD>
	<TD width="93%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(5)&nbsp;</TD>
	<TD align="left">
	liens in respect of any interest or title of a lessor in any
	property subject to a capitalized lease permitted under the
	covenant described under &#147;&#151;&nbsp;Limitation on Sale
	and Leaseback&#148; below;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(6)&nbsp;</TD>
	<TD align="left">
	liens arising in respect of judgments against us, except for any
	judgment in an amount in excess of $1,000,000 which is not
	discharged or execution thereof stayed pending appeal within
	45&nbsp;days after entry thereof;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(7)&nbsp;</TD>
	<TD align="left">
	liens in favor of us or any of our consolidated subsidiaries;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(8)&nbsp;</TD>
	<TD align="left">
	liens consisting of minor survey exceptions or minor
	encumbrances, easements or reservations, or rights of others for
	rights-of-way, utilities and other similar purposes, or zoning
	or other restrictions as to use of real property, that are
	necessary for the conduct of our operations and our subsidiaries
	or that customarily exist on properties of corporations engaged
	in similar businesses and are similarly situated and that do not
	in any event materially impair their use in our or our
	subsidiaries&#146; operations; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>(9)&nbsp;</TD>
	<TD align="left">
	liens renewing, extending or refunding any lien permitted by the
	preceding clauses of this paragraph; provided, however, that the
	principal amount of indebtedness for money borrowed secured by
	such lien immediately prior thereto is not increased and such
	lien is not extended to any other assets or property.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding the foregoing, neither we nor any of our
consolidated subsidiaries may create or assume liens, in
addition to those otherwise permitted by the preceding clauses
of this paragraph, securing indebtedness for money borrowed of
us or any of our consolidated subsidiaries issued or incurred
after the issue date, provided that at the time of such issuance
or incurrence, the aggregate amount of all secured indebtedness
and attributable debt would not exceed 15% of our consolidated
net tangible assets.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the event that any of our or our consolidated
subsidiaries&#146; property is subjected to a lien not otherwise
permitted by this paragraph, we will make or cause to be made a
provision whereby the notes will be secured (together with other
indebtedness for money borrowed then entitled thereto and equal
in rank to the notes), to the full extent permitted under
applicable law, equally and ratably with all other obligations
secured thereby, and in any case the notes offered hereby shall
(but only in such event) have the benefit, to the full extent
that the holders of the notes may be entitled thereto under
applicable law, of an equitable lien on such property equally
and ratably securing the notes and such other obligations.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Limitation on Sale and Leaseback. </I>We will not, and will
not permit any of our consolidated subsidiaries to, enter into
any arrangement, directly or indirectly, whereby we or such
consolidated subsidiary shall, in one transaction or a series of
related transactions, (i)&nbsp;sell, transfer or otherwise
dispose of any property owned by us or any of our consolidated
subsidiaries and (ii)&nbsp;more than 120&nbsp;days after the
later of the date of initial acquisition of such property or
completion or occupancy thereof, as the case may be, by us or
such consolidated subsidiary, rent or lease, as lessee, such
property or substantially identical property or any material
part thereof (a &#147;sale and leaseback transaction&#148;),
provided that the foregoing restriction shall not apply to any
sale and leaseback transaction if (a)&nbsp;immediately after the
consummation of such sale and leaseback transaction and after
giving effect thereto, no default or event of default shall
exist and (b)&nbsp;any one of the following conditions is
satisfied:
<P>

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	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the lease concerned constitutes a capitalized lease and at the
	time of entering into such sale and leaseback transaction and
	after giving effect thereto and to any liens incurred pursuant
	to the covenant described under &#147;&#151;&nbsp;Limitation on
	Liens Securing Indebtedness&#148; above, the aggregate amount of
	all secured indebtedness and attributable debt would not exceed
	15% of our consolidated net tangible assets;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the lease has a term which in the aggregate would not exceed
	36&nbsp;months (including any extensions or renewals thereof at
	the option of the lessee); or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the sale of such property is for cash consideration which equals
	or exceeds the fair market value thereof (as determined in good
	faith by us) and the net proceeds from such sale are applied,
	within 180&nbsp;days of the date of the sale thereof, to either
	(a) redemption or retirement of the notes offered</TD>
</TR>

</TABLE>

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	<TD align="left">
	hereby or (b)&nbsp;the payment (other than payments due at
	maturity or in satisfaction of, or applied to, any mandatory or
	scheduled payment or prepayment obligation) of indebtedness for
	money borrowed of us which ranks, in right of payment, on a
	parity with or senior to the notes offered hereby.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Restrictive Agreements. </I>We will not and will not permit
any of our consolidated subsidiaries to enter into any
indenture, agreement, instrument or other arrangement which,
directly or indirectly, prohibits or restrains, or has the
effect of prohibiting or restraining, or imposes materially
adverse conditions upon, the ability of any of our consolidated
subsidiaries to make loans or advances to us or to declare and
pay dividends or make distribution on shares of such
consolidated subsidiary&#146;s capital stock (whether now or
hereafter outstanding); provided, however, that any agreement to
subordinate indebtedness for money borrowed owing from any of
our consolidated subsidiaries to us or owing between our
consolidated subsidiaries pursuant to any priority debt or to
any guarantee of such indebtedness for money borrowed shall not
be deemed to violate this paragraph so long as any such
agreement to subordinate does not directly or indirectly
prohibit or restrain the ability of any such consolidated
subsidiary to make loans or advances to us or to declare and pay
dividends or make distributions on shares of such consolidated
subsidiary&#146;s capital stock (whether now or hereafter
outstanding).

<P align="left">
<B>Events of Default</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The notes offered hereby are subject to the events of default
described under &#147;Description of Debt Securities&nbsp;&#151;
Events of Default&#148; in the accompanying prospectus and as
described in the following sentence. An event of default under
the Third Supplemental Indenture will occur upon the failure to
perform the covenant of AMERCO in the Third Supplemental
Indenture described herein under &#147;&#151;&nbsp;Purchase of
the Notes Upon a Change of Control&#148; (including the failure
to purchase the notes required to be purchased following a
change in control purchase in accordance with the terms of the
change in control notice and the Third Supplemental Indenture),
&#147;&#151;&nbsp;Covenants&nbsp;&#151; Limitations on Liens
Securing Indebtedness,&#148;
&#147;&#151;&nbsp;Covenants&nbsp;&#151; Limitation on Sale and
Leaseback,&#148; and &#147;Covenants&nbsp;&#151; Restrictive
Agreements.&#148;

<P align="left">
<B>Application of Defeasance Provision</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The notes offered hereby are subject to defeasance as described
under &#147;Description of Debt Securities&nbsp;&#151;
Defeasance&#148; in the accompanying prospectus. The Third
Supplemental Indenture will provide with respect to the notes
offered hereby that AMERCO may omit to comply with the covenants
described under &#147;&#151;&nbsp;Purchase of the Notes Upon a
Change of Control,&#148; &#147;&#151;&nbsp;Covenants&nbsp;&#151;
Limitation on Liens Securing Indebtedness,&#148;
&#147;&#151;&nbsp;Covenants&nbsp;&#151; Limitations on Sale and
Leaseback,&#148; and &#147;&#151;&nbsp;Covenants&nbsp;&#151;
Restrictive Agreements&#148; above, and that violations of such
covenants will not be deemed to be an event of default under the
Indenture and the notes to the extent that the conditions
described under &#147;Description of Debt Securities&nbsp;&#151;
Defeasance&#148; in the accompanying prospectus are met.

<P align="left">
<B>Modification and Waiver</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The notes offered hereby are subject to the provision, described
under &#147;Description of Debt Securities&nbsp;&#151;
Modification and Waiver&#148; in the accompanying prospectus in
addition to the following provision. A modification or amendment
to the Indenture may not waive AMERCO&#146;s obligation to make
a change in control purchase without the written consent of the
holders of at least two-thirds in aggregate principal amount of
the then outstanding notes issued under the Third Supplemental
Indenture.

<P align="left">
<B>Certain Definitions</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Set forth below is a summary of certain of the defined terms
used in the covenants contained in the Third Supplemental
Indenture. Reference is made to the Senior Indenture and the
Third Supplemental Indenture for the full definition of all such
terms as well as any other capitalized terms used herein for
which no definition is provided.

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;attributable debt&#148;</I> means indebtedness for
money borrowed deemed to be incurred in respect of a sale and
leaseback transaction and shall be, at the date of
determination, the present value (discounted at the actual rate
of interest implicit in such transaction, compounded annually),
of the total obligations of the lessee for rental payments
during the remaining term of the lease included in such sale and
leaseback transaction, after excluding all amounts required to
be paid on account of maintenance and repairs, insurance, taxes,
assessments, water and utility rates and similar charges.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;capital stock&#148;</I> means, with respect to any
person, any and all shares or other equivalents (however
designated) of corporate stock, partnership interests, or any
other participation, right, warrant, option, or other interest
in the nature of an equity interest in such person, but
excluding debt securities convertible or exchangeable into such
equity interest.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;capitalized lease&#148;</I> means any lease, the
obligation for rentals with respect to which, is required to be
capitalized on a consolidated balance sheet of the lessee and
its subsidiaries in accordance with United States generally
accepted accounting principles.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;change in control&#148;</I> means the occurrence of:
<P>

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	<TD width="97%"></TD>
</TR>

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	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(1)&nbsp; any consolidation, share exchange or merger regarding
	us in which we are not the continuing or surviving corporation
	or where our voting stock would be converted into cash,
	securities or other property, other than a merger in which the
	holders of our voting stock immediately prior to the merger have
	the same or greater direct or indirect proportionate ownership
	of the surviving corporation&#146;s voting stock immediately
	after the merger as they had of our voting stock immediately
	before the merger, or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	(2)&nbsp; any person or group (as either such term is used in
	Section&nbsp;13(d) and 14(d) of the Exchange Act), including our
	affiliates (but not including us, our subsidiaries, employee
	stock ownership plans or employee benefit plans of AMERCO or our
	subsidiaries, or permitted persons), filing a Schedule&nbsp;13D
	or 14D-1 (or any successor schedule, form or report under the
	Exchange Act) disclosing that such a person has become the
	beneficial owner (as defined in Rule&nbsp;13d-2 and 13d-5 under
	the Exchange Act), directly or indirectly, of 50% or more of the
	voting stock of AMERCO.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;change in control triggering event&#148;</I> means the
occurrence of both a change in control and a rating decline with
respect to the notes.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;consolidated net tangible assets&#148;</I> means, as of
the date of any determination thereof, the total amount of all
our assets and our consolidated subsidiaries (less depreciation,
depletion and other properly deductible valuation reserves)
after deducting intangibles.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;consolidated subsidiary&#148;</I> means any of our
subsidiaries which is consolidated with AMERCO for financial
reporting purposes in accordance with United States generally
accepted accounting principles.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;good faith contest&#148;</I> means, with respect to any
tax, assessment, lien, obligation, claim, liability, judgment,
injunction, award, decree, order of law, regulation, statute or
similar item, any challenge or contest thereto of an appropriate
proceeding timely initiated in good faith by the person subject
thereto to which adequate reserve therefor have been taken in
accordance with GAAP.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;indebtedness for money borrowed,&#148;</I> when used
with respect to us or any of our subsidiaries, means any
obligation of, or any obligation guaranteed by, us or any of our
subsidiaries for the repayment of borrowed money, whether or not
evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation of, or any such
obligation guaranteed by, us for the payment of the purchase
price of property or assets.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;intangibles&#148;</I> means all intellectual properties
and all goodwill, patents, trade names, trademarks, copyrights,
franchises, experimental expense, organizational expense,
unamortized debt discount and expense, deferred assets (other
than prepaid insurance, prepaid taxes, prepaid advertising,
prepaid licensing and other similar expenses prepaid in the
ordinary course of business), amounts invested in or advanced to
or equity in our subsidiaries other than consolidated
subsidiaries less any writedowns thereof, the excess of

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<DIV align="left">
cost of shares acquired over book value of related assets, any
increase in the value of a fixed asset arising from a
reappraisal, revaluation or write-up thereof, and such other
assets as are properly classified as &#147;intangible
assets&#148; in accordance with United States generally accepted
accounting principles.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;intellectual properties&#148;</I> means all material
patents, patent applications, copyrights, copyright
applications, trade secrets, trade names and trademarks,
technologies, methods, processes or other proprietary properties
or information which are used by us and our consolidated
subsidiaries in the conduct of our and their respective
businesses and are either owned by them or are used, employed or
practiced by us or them, as applicable, under valid and existing
licenses, grants, &#147;shop rights,&#148; or other rights.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;investment grade rating&#148;</I> means a rating equal
to or higher than BBB- (or the equivalent) by Standard &#38;
Poor&#146;s Rating Group (or any successor to the rating agency
business thereof) and BBB- (or the equivalent) by Fitch, Inc.
(or any successor to the rating agency business thereof).

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;issue date&#148;</I> means the date of issuance of the
notes offered hereby under the Third Supplemental Indenture.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;lien&#148;</I> means any interest in property securing
an obligation owed to, or a claim by, a person other than the
owner of the property, whether such interest is based on the
common law, statute or contract, and including but not limited
to the security interest or lien arising from a mortgage,
encumbrance, pledge, conditional sale or trust receipt or a
lease, consignment or bailment for security purposes. The term
&#147;lien&#148; shall include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions,
restrictions, bankers&#146; liens, setoffs and similar
arrangements, leases and other title exceptions and encumbrances
(including, with respect to stock, stockholder agreements,
voting trust agreements, buy-back agreements and all similar
arrangements) affecting property. For the purposes hereunder, we
or any of our consolidated subsidiaries shall be deemed to be
the owner of any property which it has acquired or holds subject
to a conditional sale agreement, capitalized lease or other
arrangement pursuant to which title to the property has been
retained by or vested in some other person for security purposes
and such retention or vesting shall constitute a lien.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;permitted persons&#148;</I> means
(1)&nbsp;Edward&nbsp;J. Shoen, Mark&nbsp;V. Shoen, James&nbsp;P.
Shoen, Paul&nbsp;F. Shoen, Sophia&nbsp;M. Shoen and the spouse
and lineal descendants of each such individual, the spouses of
each such lineal descendants and the lineal descendants of such
spouses, (2)&nbsp;any trusts for the primary benefit of, the
executor or administrator of the estate of, or other legal
representative of, any of the individuals referred to in the
foregoing clause&nbsp;(1), and (3)&nbsp;any corporation with
respect to which all the voting stock thereof is, directly or
indirectly, owned by any of the individuals referred to in the
preceding clause&nbsp;(1).

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;priority debt&#148;</I> means (1)&nbsp;indebtedness for
money borrowed of any of our consolidated subsidiaries, except
indebtedness for money borrowed issued to and held by us or any
of our wholly-owned consolidated subsidiaries, and (but without
duplication) (2)&nbsp;secured indebtedness.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;property&#148;</I> means any kind of property or asset,
whether real, personal or mixed, and whether tangible or
intangible.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;rating agencies&#148;</I> means Standard &#38;
Poor&#146;s Rating Group and Fitch, Inc. or any successor to the
respective rating agency businesses thereof.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;rating date&#148;</I> means the date which is
90&nbsp;days prior to the earlier of (1)&nbsp;a change in
control and (2)&nbsp;public notice of the occurrence of a change
in control or of our intention to effect a change in control.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;rating decline&#148;</I> means, with the respect to the
notes offered hereby, the occurrence of the following on, or
within 90&nbsp;days after, the date of public notice of the
occurrence of a change in control or of our intention to effect
a change in control (which period shall be extended so long as
the rating of such notes is under publicly announced
consideration for possible downgrade by any of the rating
agencies): (a)&nbsp;in the event the notes offered hereby were
assigned an investment grade rating by both of the rating
agencies on the rating date, the rating of the notes by both of
the rating agencies shall decrease below an investment grade
rating; or (b)&nbsp;in the event the notes offered hereby were
rated below an investment grade rating by one or both of the
rating agencies on the rating date, the rating of the notes
offered hereby by

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<DIV align="left">
either rating agency shall decrease by one or more gradations
(including gradations within rating categories as well as
between rating categories).
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;rentals&#148;</I> means and includes, as of the date of
any determination thereof, all fixed payments (including as such
all payments which the lessee is obligated to make to the lessor
on termination of the lease or surrender of the property)
payable by us or any of our consolidated subsidiaries, as lessee
or sublessee under a lease of real or personal property, but
shall be exclusive of any amounts required to be paid by us or
any of our consolidated subsidiaries (whether or not designated
as rents or additional rents) on account of maintenance,
repairs, insurance, taxes and similar charges. Fixed rents under
any so-called &#147;percentage leases&#148; shall be computed
solely on the basis of the minimum rents, if any, required to be
paid by the lessee regardless of sales volume or gross revenues.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;secured indebtedness&#148;</I> means any indebtedness
for money borrowed, whether of us or any of our consolidated
subsidiaries, secured by any lien on any property of us or any
of our consolidated subsidiaries.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;subsidiary&#148;</I> means a person more than 50% of
the outstanding voting stock of which is owned, directly or
indirectly, by such person or by one or more other subsidiaries,
or by such person and one or more other subsidiaries of such
person.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;voting stock&#148;</I> of a person means all classes of
capital stock of such person then outstanding and normally
entitled to vote in the election of directors (or persons
performing similar functions) or to direct the business and
affairs of the issuer of such capital stock in the absence of
contingencies.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;wholly-owned consolidated subsidiary&#148;</I> means
any consolidated subsidiary all of the outstanding capital stock
of which (except for directors&#146; qualifying shares to the
extent required by applicable law) is owned by AMERCO and/or its
wholly-owned consolidated subsidiaries.

<P align="left">


<!-- link1 "SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES" -->
<DIV align="left"><A NAME="007"></A></DIV>

<DIV align="center">
<B>SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES</B>
</DIV>

<P align="left">
<B>General</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless otherwise specified in the applicable pricing supplement,
foreign currency notes will not be sold in, or to residents of,
the country issuing the specified currency. The information set
forth in this prospectus supplement is directed to prospective
purchasers who are United States residents and, with respect to
foreign currency notes, is by necessity incomplete. We and the
agents disclaim any responsibility to advise prospective
purchasers who are residents of countries other than the United
States with respect to any matters that may affect the purchase,
holding or receipt of payments of principal of, and premium, if
any, and interest, if any, on, their foreign currency notes.
These purchasers should consult their own financial and legal
advisors with regard to these risks. See &#147;Risk
Factors&nbsp;&#151; Foreign Currency Notes are Subject to
Exchange Rate and Exchange Control Risks.&#148;

<P align="left">
<B>Payment of Principal, Premium, if any, and Interest, if
any</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless otherwise specified in the applicable pricing supplement,
we are obligated to make payments of principal of, and premium,
if any, and interest, if any, on, a foreign currency note in the
specified currency. Any amounts so payable by us in the
specified currency will be converted by the exchange rate agent
named in the applicable pricing supplement (the &#147;exchange
rate agent&#148;) into U.S. dollars for payment to the
registered holders thereof unless otherwise specified in the
applicable pricing supplement or a registered holder elects, in
the manner described below, to receive these amounts in the
specified currency.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any U.S. dollar amount to be received by a registered holder of
a foreign currency note will be based on the highest bid
quotation in The City of New York received by the exchange rate
agent at approximately 11:00&nbsp;a.m., New&nbsp;York City time,
on the second business day next preceding the applicable payment
date from three recognized foreign exchange dealers (one of whom
may be the exchange rate agent) selected by the exchange rate
agent and approved by us for the purchase by the quoting dealer
of the specified currency for U.S. dollars for settlement on
that payment date in the aggregate amount of the

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<DIV align="left">
specified currency payable to all registered holders of foreign
currency notes scheduled to receive U.S. dollar payments and at
which the applicable dealer commits to execute a contract. All
currency exchange costs will be borne by the registered holders
of foreign currency notes by deductions from any payments. If
three bid quotations are not available, payments will be made in
the specified currency.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Registered holders of foreign currency notes may elect to
receive all or a specified portion of any payment of principal,
premium, if any, and/or interest, if any, in the specified
currency by submitting a written request to the Trustee at its
corporate trust office in The City of New&nbsp;York on or prior
to the applicable record date or at least fifteen calendar days
prior to the maturity date, as the case may be. This written
request may be mailed or hand delivered or sent by cable, telex
or other form of facsimile transmission. This election will
remain in effect until revoked by written notice delivered to
the Trustee on or prior to a record date or at least fifteen
calendar days prior to the maturity date, as the case may be.
Registered holders of foreign currency notes to be held in the
name of a broker or nominee should contact their broker or
nominee to determine whether and how an election to receive
payments in the specified currency may be made.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless otherwise specified in the applicable pricing supplement,
if the specified currency is other than U.S. dollars, a
beneficial owner of a global security which elects to receive
payments of principal, premium, if any, and/or interest, if any,
in the specified currency must notify the participant through
which it owns its interest on or prior to the applicable record
date or at least fifteen calendar days prior to the maturity
date, as the case may be, of its election. The applicable
participant must notify the Depositary of its election on or
prior to the third business day after the applicable record date
or at least twelve calendar days prior to the maturity date, as
the case may be, and the Depositary will notify the Trustee of
that election on or prior to the fifth business day after the
applicable record date or at least ten calendar days prior to
the maturity date, as the case may be. If complete instructions
are received by the participant from the applicable beneficial
owner and forwarded by the participant to the Depositary, and by
the Depositary to the Trustee, on or prior to such dates, then
the applicable beneficial owner will receive payments in the
specified currency.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will make payments of the principal of, and premium, if any,
and/or interest, if any, on, foreign currency notes which are to
be made in U.S. dollars in the manner specified herein with
respect to notes denominated in U.S. dollars. See
&#147;Description of Notes&nbsp;&#151; General.&#148; We will
make payments of interest, if any, on foreign currency notes
which are to be made in the specified currency on an interest
payment date other than the maturity date by check mailed to the
address of the registered holders of their foreign currency
notes as they appear in the security register, subject to the
right to receive these interest payments by wire transfer of
immediately available funds under the circumstances described
under &#147;Description of Notes&nbsp;&#151; General.&#148; We
will make payments of principal of, and premium, if any, and/or
interest, if any, on, foreign currency notes which are to be
made in the specified currency on the maturity date by wire
transfer of immediately available funds to an account with a
bank designated at least fifteen calendar days prior to the
maturity date by the applicable registered holder, provided the
particular bank has appropriate facilities to make these
payments and the particular foreign currency note is presented
and surrendered at the office or agency maintained by us for
this purpose in the Borough of Manhattan, The City of New York,
in time for the Trustee to make these payments in accordance
with its normal procedures.

<P align="left">
<B>Availability of Specified Currency</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the specified currency for foreign currency notes is not
available for any required payment of principal, premium, if
any, and/or interest, if any, due to the imposition of exchange
controls or other circumstances beyond our control, we will be
entitled to satisfy our obligations to the registered holders of
these foreign currency notes by making payments in U.S. dollars
on the basis of the market exchange rate, computed by the
exchange rate agent, on the second business day prior to the
particular payment or, if the market exchange rate is not then
available, on the basis of the most recently available market
exchange rate.

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used in this prospectus supplement, the &#147;market exchange
rate&#148; for a specified currency other than U.S. dollars
means the noon dollar buying rate in The City of New York for
cable transfers for the specified currency as certified for
customs purposes (or, if not so certified, as otherwise
determined) by the Federal Reserve Bank of New York.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All determinations made by the exchange rate agent shall be at
its sole discretion and shall, in the absence of manifest error,
be conclusive for all purposes and binding on the registered
holders of the foreign currency notes.

<P align="left">
<B>Judgments</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under current New York law, a state court in the State of New
York would be required to render a judgment in respect of a
foreign currency note in the specified currency, and a judgment
in the specified currency would be converted into U.S. dollars
at the exchange rate prevailing on the date of entry of the
judgment. Accordingly, registered holders of foreign currency
notes would be subject to exchange rate fluctuations between the
date of entry of a foreign currency judgment and the time when
the amount of the foreign currency judgment is paid in U.S.
dollars and converted by the applicable registered holder into
the specified currency. It is not certain, however, whether a
non-New York state court would follow the same rules and
procedures with respect to conversions of foreign currency
judgments.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will indemnify the registered holder of any note against any
loss incurred as a result of any judgment or order being given
or made for any amount due under the particular note and that
judgment or order requiring payment in a currency (the
&#147;judgment currency&#148;) other than the specified
currency, and as a result of any variation between:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the rate of exchange at which the specified currency amount is
	converted into the judgment currency for the purpose of that
	judgment or order; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the rate of exchange at which the registered holder, on the date
	of payment of that judgment or order, is able to purchase the
	specified currency with the amount of the judgment currency
	actually received.</TD>
</TR>

</TABLE>

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<!-- link1 "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="center">
<B>CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following summary of certain United States federal income
tax consequences of the purchase, ownership and disposition of
the notes offered hereby is based upon the Code, final and
temporary regulations of the U.S.&nbsp;Department of the
Treasury (the &#147;Treasury Regulations&#148;), rulings and
decisions now in effect, all of which are subject to change
(possibly with retroactive effect) or possible differing
interpretations. This summary deals only with notes held as
capital assets and does not purport to deal with persons in
special tax situations, such as financial institutions,
tax-exempt entities, insurance companies, banks, thrifts,
regulated investment companies, dealers in securities or
currencies, persons holding notes as a part of an integrated
investment, including a straddle or conversion transaction
comprised of a note and one or more other positions, or persons
whose functional currency is not the U.S. dollar. It also does
not deal with holders other than original purchasers (except
where otherwise specifically noted). Persons considering the
purchase of the notes should consult their own tax advisors
concerning the application of United States federal income tax
laws to their particular situations, as well as any consequences
of the, purchase, ownership and disposition of the notes arising
under the laws of any state, local or foreign taxing
jurisdiction.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition, this summary does not address the tax consequences
to partnerships and partners (or persons treated as partnerships
or partners for United States federal income tax purposes). A
person who holds an interest in a note through a partnership (or
entity treated as a partnership for United States federal income
tax purposes) should consult his own tax advisor as to the
extent to which the rules discussed herein apply to him.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As used herein, the term &#147;U.S. holder&#148; means a
beneficial owner of a note that is, for United States federal
income tax purposes (i)&nbsp;a citizen or resident of the United
States, (ii)&nbsp;a corporation created or organized in or under
the laws of the United States, any state thereof or the District
of Columbia, (iii)&nbsp;an estate whose income is subject to
United States federal income tax regardless of its source,
(iv)&nbsp;a trust if a court within the United States is able to
exercise primary supervision over the administration of the
trust and one or more United States persons have the authority
to control all substantial decisions of the trust, or
(v)&nbsp;any other person whose income or gain in respect of a
note is effectively connected with the conduct of a United
States trade or business. Notwithstanding the preceding clause
(iv), to the extent provided in regulations, certain trusts in
existence on August&nbsp;20, 1996 and treated as United States
persons within the meaning of section&nbsp;7701(a)(30) of the
Code prior to such date that elect to continue to be so treated
also shall be considered U.S. holders. As used herein, the term
&#147;non-U.S. holder&#148; means a beneficial owner of a note
that is not a U.S. holder.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The discussion below assumes that the notes will be treated as
debt for federal income tax purposes. holders should consult
their own tax advisors with respect to whether any contingent
payment obligations or indexed notes are debt.

<P align="left">
<B>U.S. Holders</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Payments of Interest.</B> Except as discussed below, payments
of interest on a note generally will be taxable to a U.S. holder
as ordinary income at the time such payments are accrued or are
received (in accordance with the U.S. holder&#146;s regular
method of tax accounting).

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Original Issue Discount.</B> The following summary is a
general discussion of the United States federal income tax
consequences to U.S. holders of the purchase, ownership and
disposition of notes issued with original issue discount. U.S.
holders of notes may contact Rocky&nbsp;D. Wardrip, Assistant
Treasurer at 1325&nbsp;Airmotive Way, Suite&nbsp;100, Reno,
Nevada, 89502, telephone 775-688-6300, for information regarding
the notes which is required for such holders to comply with the
original issue discount regulations.

<P align="left">
<I>&nbsp;&nbsp;In General</I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For United States federal income tax purposes, original issue
discount is the excess of the stated redemption price at
maturity of a note over its issue price, if such excess equals
or exceeds a de minimis

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amount (generally &nbsp; 1/4 of 1% of the note&#146;s stated
redemption price at maturity multiplied by the number of
complete years to its maturity from its issue date or, in the
case of a note providing for the payment of any amount other
than qualified stated interest (as defined below) prior to
maturity, multiplied by the weighted average maturity of such
note). The issue price of each note in an issue of notes equals
the first price at which a substantial amount of such notes has
been sold (ignoring sales to bond houses, brokers, or similar
persons or organizations acting in the capacity of underwriters,
placement agents, or wholesalers). The stated redemption price
at maturity of a note is the sum of all payments provided by the
note other than &#147;qualified stated interest&#148; payments.
The term &#147;qualified stated interest&#148; generally means
stated interest that is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least
annually at a single fixed rate. In addition, if a note bears
interest for one or more accrual periods at a rate below the
rate applicable for the remaining term of such note (e.g., notes
with teaser rates or interest holidays), and if the greater of
either the resulting foregone interest on such note or any
actual discount on such note (i.e., the excess of the
note&#146;s stated principal amount over its issue price) equals
or exceeds a specified de minimis amount, then the stated
interest on the note would be treated as original issue discount
rather than qualified stated interest.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Payments of qualified stated interest on a note are taxable to a
U.S. holder as ordinary income at the time such payments are
accrued or are received (in accordance with the U.S.
holder&#146;s regular method of tax accounting). A U.S. holder
must include original issue discount in income as ordinary
income for United States federal income tax purposes as it
accrues under a constant yield method in advance of receipt of
the cash payments attributable to such income, regardless of
such U.S. holder&#146;s regular method of tax accounting. In
general, the amount of original issue discount included in
income by the initial U.S. holder is the sum of the daily
portions of original issue discount with respect to such note
for each day during the taxable year (or portion of the taxable
year) on which such U.S. holder held such note. The &#147;daily
portion&#148; of original issue discount is determined by
allocating to each day in any accrual period a ratable portion
of the original issue discount allocable to that accrual period.
An &#147;accrual period&#148; may be of any length and the
accrual periods may vary in length over the term of the note,
provided that each accrual period is no longer than one year and
each scheduled payment of principal or interest occurs either on
the final day of an accrual period or on the first day of an
accrual period. The amount of original issue discount allocable
to each accrual period is generally equal to the difference
between (i)&nbsp;the product of the adjusted issue price of the
note at the beginning of such accrual period and its yield to
maturity (determined on the basis of compounding at the close of
each accrual period and appropriately adjusted to take into
account the length of the particular accrual period) and
(ii)&nbsp;the amount of any qualified stated interest payments
allocable to such accrual period. The &#147;adjusted issue
price&#148; of a note at the beginning of any accrual period is
the sum of the issue price of the note plus the amount of
original issue discount allocable to all prior accrual periods,
minus the amount of any prior payments on the note that were not
qualified stated interest payments. Under these rules, U.S.
holders generally will have to include in income increasing
amounts of original issue discount in successive accrual periods.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Certain of the notes (i)&nbsp;may be redeemable at our option
prior to their stated maturity (a &#147;call option&#148;)
and/or (ii)&nbsp;may be repayable at the option of the holder
prior to their stated maturity (a &#147;put option&#148;). Notes
containing such features may be subject to rules that differ
from the general rules discussed above. Investors intending to
purchase notes with such features should consult their own tax
advisors, since the original issue discount consequences will
depend, in part, on the particular terms and features of the
purchased notes.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The IRS recently issued final regulations regarding whether
additional debt instruments issued in a so-called
&#147;reopening&#148; will be considered part of the same issue,
with the same issue price and yield to maturity, as the original
debt instruments for tax purposes. The new regulations will
apply to reopenings after March&nbsp;12, 2001. Unless otherwise
provided in an applicable pricing supplement, additional notes
issued by the Company in reopening will be issued such that they
will be considered part of the original issuance to which they
relate.

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<P align="left">
<B>&nbsp;&nbsp;</B><I>Variable Rate Debt Instruments</I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under applicable Treasury Regulations, floating rate notes and
indexed notes (&#147;variable notes&#148;) are subject to
special rules whereby a variable note will qualify as a
&#147;variable rate debt instrument&#148; if (a)&nbsp;its issue
price does not exceed the total noncontingent principal payments
due under the variable note by more than a specified de minimis
amount and (b)&nbsp;it provides for stated interest, paid or
compounded at least annually, at current values of (i)&nbsp;one
or more qualified floating rates, (ii)&nbsp;a single fixed rate
and one or more qualified floating rates, (iii)&nbsp;a single
objective rate, or (iv)&nbsp;a single fixed rate and a single
objective rate that is a qualified inverse floating rate.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A &#147;qualified floating rate&#148; is any variable rate where
variations in the value of such rate can reasonably be expected
to measure contemporaneous variations in the cost of newly
borrowed funds in the currency in which the variable note is
denominated. Although a multiple of a qualified floating rate
will generally not itself constitute a qualified floating rate,
a variable rate equal to the product of a qualified floating
rate and a fixed multiple that is greater than .65 but not more
than 1.35 will constitute a qualified floating rate. A variable
rate equal to the product of a qualified floating rate and a
fixed multiple that is greater than .65 but not more than 1.35,
increased or decreased by a fixed rate, will also constitute a
qualified floating rate. In addition, two or more qualified
floating rates that can reasonably be expected to have
approximately the same values throughout the term of the
variable note (e.g., two or more qualified floating rates with
values within 25 basis points of each other as determined on the
variable note&#146;s issue date) will be treated as a single
qualified floating rate. Notwithstanding the foregoing, a
variable rate that would otherwise constitute a qualified
floating rate but which is subject to one or more restrictions
such as a maximum numerical limitation (i.e., a cap) or a
minimum numerical limitation (i.e., a floor) may, under certain
circumstances, fail to be treated as a qualified floating rate
unless such cap or floor is fixed throughout the term of the
note. An &#147;objective rate&#148; is a rate that is not itself
a qualified floating rate but which is determined using a single
fixed formula and that is based on objective financial or
economic information. A rate will not qualify as an objective
rate if it is based on information that is within the control of
the issuer (or a related party) or that is unique to the
circumstances of the issuer (or a related party), such as
dividends, profits, or the value of the issuer&#146;s stock
(although a rate does not fail to be an objective rate merely
because it is based on the credit quality of the issuer). A
&#147;qualified inverse floating rate&#148; is any objective
rate where such rate is equal to a fixed rate minus a qualified
floating rate, as long as variations in the rate can reasonably
be expected to inversely reflect contemporaneous variations in
the qualified floating rate. If a variable note provides for
stated interest at a fixed rate for an initial period of one
year or less followed by a variable rate that is either a
qualified floating rate or an objective rate and if the variable
rate on the variable note&#146;s issue date is intended to
approximate the fixed rate (e.g., the value of the variable rate
on the issue date does not differ from the value of the fixed
rate by more than 25 basis points), then the fixed rate and the
variable rate together will constitute either a single qualified
floating rate or objective rate, as the case may be.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If a variable note that provides for stated interest at either a
single qualified floating rate or a single objective rate
throughout the term thereof qualifies as a &#147;variable rate
debt instrument&#148; and if the interest on such note is
unconditionally payable in cash or property (other than debt
instruments of the issuer) at least annually, then all stated
interest on the note will constitute qualified stated interest
and will be taxed accordingly. Thus, a variable note that
provides for stated interest at either a single qualified
floating rate or a single objective rate throughout the term
thereof and that qualifies as a &#147;variable rate debt
instrument&#148; will generally not be treated as having been
issued with original issue discount unless the variable note is
issued at a &#147;true&#148; discount (i.e., at a price below
the note&#146;s stated principal amount) in excess of a
specified de minimis amount. The amount of qualified stated
interest and the amount of original issue discount, if any, that
accrues during an accrual period on such a variable note is
determined under the rules applicable to fixed rate debt
instruments by assuming that the variable rate is a fixed rate
equal to (i)&nbsp;in the case of a qualified floating rate or
qualified inverse floating rate, the value, as of the issue
date, of the qualified floating rate or qualified inverse
floating rate, or (ii)&nbsp;in the case of an objective rate
(other than a qualified inverse floating rate), a fixed rate
that reflects the yield that is reasonably expected for the
variable note. The qualified stated interest allocable to an
accrual period is increased (or

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<DIV align="left">
decreased) if the interest actually paid during an accrual
period exceeds (or is less than) the interest assumed to be paid
during the accrual period pursuant to the foregoing rules.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In general, any other variable note that qualifies as a
&#147;variable rate debt instrument&#148; will be converted into
an &#147;equivalent&#148; fixed rate debt instrument for
purposes of determining the amount and accrual of original issue
discount and qualified stated interest on the variable note.
Such a variable note will be converted into an
&#147;equivalent&#148; fixed rate debt instrument by
substituting for any qualified floating rate or qualified
inverse floating rate provided for under the terms of the
variable note a fixed rate equal to the value of the qualified
floating rate or qualified inverse floating rate, as the case
may be, as of the variable note&#146;s issue date. Any objective
rate (other than a qualified inverse floating rate) provided for
under the terms of the variable note is converted into a fixed
rate that reflects the yield that is reasonably expected for the
variable note. In the case of a variable note that qualifies as
a &#147;variable rate debt instrument&#148; and provides for
stated interest at a fixed rate in addition to either one or
more qualified floating rates or a qualified inverse floating
rate, the fixed rate is initially converted into a qualified
floating rate (or a qualified inverse floating rate, if the
variable note provides for a qualified inverse floating rate).
Under such circumstances, the qualified floating rate or
qualified inverse floating rate that replaces the fixed rate
must be such that the fair market value of the variable note as
of the variable note&#146;s issue date is approximately the same
as the fair market value of an otherwise identical debt
instrument that provides for either the qualified floating rate
or qualified inverse floating rate rather than the fixed rate.
Subsequent to converting the fixed rate into either a qualified
floating rate or a qualified inverse floating rate, the variable
note is then converted into an &#147;equivalent&#148; fixed rate
debt instrument in the manner described above.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Once the variable note is converted into an
&#147;equivalent&#148; fixed rate debt instrument pursuant to
the foregoing rules, the amount of original issue discount and
qualified stated interest, if any, are determined for the
&#147;equivalent&#148; fixed rate debt instrument by applying
the general original issue discount rules to the
&#147;equivalent&#148; fixed rate debt instrument and a U.S.
holder of the variable note will account for such original issue
discount and qualified stated interest as if the U.S. holder
held the &#147;equivalent&#148; fixed rate debt instrument. In
each accrual period, appropriate adjustments will be made to the
amount of qualified stated interest or original issue discount
assumed to have been accrued or paid with respect to the
&#147;equivalent&#148; fixed rate debt instrument in the event
that such amounts differ from the actual amount of interest
accrued or paid on the variable note during the accrual period.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Contingent Payment Debt Instruments.</B> If a variable note
does not qualify as a &#147;variable rate debt instrument,&#148;
then the variable note would be treated as a contingent payment
debt instrument. A U.S. holder of such an instrument is
generally required to include future contingent and
noncontingent interest payments in income under the constant
yield method as such interest accrues based on the issuer&#146;s
determination of the &#147;comparable yield&#148; and
establishment of a &#147;projected payment schedule&#148; that
must produce the comparable yield. The projected payment
schedule consists of all stated principal payments and a
projected amount and time for each contingent interest payment.
If the actual amount of any contingent payment, once determined,
differs from the projected amounts, appropriate adjustments are
to be made to the amounts required to be included in gross
income by the U.S. holder. The yield, timing and amounts set
forth in the projected payment schedule are for purposes of
computing original issue discount only and are not assurances by
us with respect to any aspect of the notes. Because U.S. holders
will generally be bound by the issuer&#146;s determination of
the comparable yield and by the projected payment schedule for
federal income tax purposes, a U.S. holder&#146;s income
inclusions may be accelerated relative to the time payments
under the notes are in fact made. The IRS has authority to
disregard a projected payment schedule it determines to be
unreasonable. Any gain recognized by a U.S. holder on the sale,
exchange, or retirement of a contingent payment debt instrument
will be treated as ordinary income and all or a portion of any
loss realized could be treated as ordinary loss as opposed to
capital loss (depending upon the circumstances). The proper
United States Federal income tax treatment of variable notes
that are treated as contingent payment debt obligations will be
more fully described in the applicable pricing supplement.
Purchasers of contingent payment debt instruments should
carefully examine the applicable pricing supplement and should
consult their own tax advisor with respect to such notes.

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Short-Term Notes.</B> Notes that have a fixed maturity of one
year or less (&#147;short-term notes&#148;) will be issued with
original issue discount; however, an individual or other cash
method U.S. holder is not required to accrue such original issue
discount unless the U.S. holder elects to do so. If such an
election is not made, stated interest will be taxable when
received and any gain recognized by the U.S. holder on the sale,
exchange or maturity of the short-term note will be ordinary
income to the extent of the original issue discount accrued on a
straight-line basis, or upon election under the constant yield
method (based on daily compounding), through the date of sale or
maturity, and a portion of the deductions otherwise allowable to
the U.S. holder for interest on borrowings allocable to the
short-term note will be deferred until a corresponding amount of
income is realized. U.S. holders who report income for United
States federal income tax purposes under the accrual method, and
certain other holders, including banks, dealers in securities,
regulated investment companies, and certain
&#147;pass-through&#148; entities, are required to accrue
original issue discount on a short-term note on a straight-line
basis unless an election is made to accrue the original issue
discount under a constant yield method (based on daily
compounding).

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Acquisition Premium.</B> A U.S. holder who purchases a note
for an amount that is greater than its adjusted issue price as
of the purchase date and less than or equal to the sum of all
amounts payable on the note after the purchase date (other than
payments of qualified stated interest) will be considered to
have purchased the note at an &#147;acquisition premium.&#148;
In such cases, the amount of original issue discount, if any,
which such U.S. holder must include in its gross income with
respect to such note for any taxable year (or portion thereof in
which the U.S. holder holds the note) will be reduced (but not
below zero) by the portion of the acquisition premium properly
allocable to the period.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Market Discount.</B> If a note (other than a short-term note
described above) is acquired at a &#147;market discount,&#148;
some or all of any gain realized upon a sale or other
disposition, a payment at maturity, or a partial principal
payment on such note may be treated as ordinary income, as
described below. For this purpose, &#147;market discount&#148;
is the excess (if any) of the note&#146;s stated redemption
price at maturity over its purchase price, subject to a
statutory de minimis exception. (In the case of a note issued
with original issue discount, in lieu of using stated redemption
price at maturity, the revised issue price (i.e., the sum of the
issue price and the aggregate amount of original issue discount
included in the gross income of all holders for periods before
the acquisition, less payments made on the note other than
qualified stated interest) is used.) Unless a U.S. holder has
elected to include the market discount in income as it accrues,
if any note is disposed of in certain non-recognition
transactions, accrued market discount will be includible to the
U.S. holder as ordinary income as if such U.S. holder had sold
the note at its then fair market value.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The amount of market discount treated as having accrued will be
determined either (i)&nbsp;on a ratable basis by multiplying the
market discount times a fraction, the numerator of which is the
number of days the note was held by a U.S. holder and the
denominator of which is the total number of days after the date
such U.S. holder acquired the note up to and including the date
of its maturity or (ii)&nbsp;if the U.S. holder so elects, on a
constant interest rate method. A U.S. holder may make that
election with respect to any note, but such election is
irrevocable.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In lieu of recharacterizing gain upon disposition as ordinary
income to the extent of accrued market discount at the time of
disposition, a U.S. holder of such note acquired at a market
discount may elect to include market discount in income
currently, through the use of either the ratable inclusion
method or the elective constant interest method. Once made, the
election to include market discount in income currently applies
to all notes and other obligations of the U.S. holder that are
purchased at a market discount during the taxable year for which
the election is made, and all subsequent taxable years of the
U.S. holder, unless the IRS consents to a revocation of the
election. If an election is made to include market discount in
income currently, the basis of the note in the hands of the U.S.
holder will be increased by the market discount thereon as it is
included in income.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the U.S. holder makes the election to treat as original issue
discount all interest on a debt instrument that has market
discount, the U.S. holder is deemed to have made the election to
accrue currently market discount on all other debt instruments
with market discount. In addition, if the U.S.

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<DIV align="left">
holder has previously made the election to accrue market
discount currently, the conformity requirements of that election
are met for debt instruments with respect to which the U.S.
holder elects to treat all interest as original issue discount.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless a U.S holder who acquires a note at a market discount
elects to include market discount in income currently, such U.S.
holder may be required to defer deductions for any interest paid
on indebtedness allocable to such notes in an amount not
exceeding the deferred income until such income is realized.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Premium.</B> If a U.S. holder purchases a note for an amount
that is greater than the sum of all amounts payable on the note
after the purchase date other than payments of qualified stated
interest, such U.S. holder will be considered to have purchased
the note with &#147;amortizable bond premium&#148; equal in
amount to such excess. A U.S. holder may elect to amortize such
premium using a constant yield method over the remaining term of
the note and may offset interest otherwise required to be
included in respect of the note during any taxable year by the
amortized amount of such excess for the taxable year. However,
if the note may be optionally redeemed after the U.S. holder
acquires it at a price in excess of its stated redemption price
at maturity, special rules would apply which could result in a
deferral of the amortization of some bond premium until later in
the term of the note. Any election to amortize bond premium
applies to all taxable debt instruments acquired by the U.S.
holder on or after the first day of the first taxable year to
which such election applies and may be revoked only with the
consent of the IRS.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Election.</B> U.S. holders may generally, upon election,
include in income all interest (including stated interest,
acquisition discount, original issue discount, de minimis
original issue discount, market discount, de minimis market
discount, and unstated interest, as adjusted by any amortizable
bond premium or acquisition premium) that accrues on a debt
instrument by using the constant yield method applicable to
original issue discount obligations, subject to certain
limitations and exceptions.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Disposition of a Note.</B> Except as discussed above, upon
the sale, exchange or retirement of a note, a U.S. holder
generally will recognize taxable gain or loss equal to the
difference between the amount realized on the sale, exchange or
retirement (other than amounts representing accrued and unpaid
interest) and such U.S. holder&#146;s adjusted tax basis in the
note. A U.S. holder&#146;s adjusted tax basis in a note
generally will equal such U.S. holder&#146;s initial investment
in the note increased by any original issue discount included in
income (and accrued market discount, if any, if the U.S. holder
has included such market discount in income) and decreased by
the amount of any payments, other than qualified stated interest
payments, received and amortizable bond premium taken with
respect to such note. Such gain or loss generally will be
long-term capital gain or loss if the note were held for more
than the applicable holding period. Non-corporate taxpayers are
subject to reduced maximum rates on long-term capital gains and
are generally subject to tax at ordinary income rates on
short-term capital gains. The deductibility of capital losses is
subject to certain limitations. Prospective investors should
consult their own tax advisors concerning these tax law
provisions.

<P align="left">
<B>Foreign Currency Notes</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following discussion applies to foreign currency notes, if
such notes are not denominated in or indexed to a currency that
is considered a &#147;hyperinflationary&#148; currency. As used
herein, &#147;foreign currency&#148; means a currency other than
U.S. dollars. Special U.S. tax considerations applicable to
obligations denominated in or indexed to a hyperinflationary
currency or to &#147;dual currency&#148; notes will be discussed
in the applicable Pricing Supplement.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In general, a U.S. holder that uses the cash method of
accounting and holds a foreign currency note will be required to
include in income the U.S. dollar value of the amount of
interest income received, whether or not the payment is received
in U.S. dollars or converted into U.S. dollars. The U.S. dollar
value of the amount of interest received is the amount of
foreign currency interest paid, translated at the spot rate on
the date of receipt. The U.S. holder will not have exchange gain
or loss on the interest payment, but may have exchange gain or
loss when it disposes of any foreign currency received.

<P align="center">S-40

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A U.S. holder on the accrual method of accounting is generally
required to include in income the U.S. dollar value of interest
accrued during the accrual period. Accrual basis U.S. holders
may determine the amount of income recognized with respect to
such interest in accordance with either of two methods. Under
the first method, the U.S. dollar value of accrued interest is
translated at the average rate for the interest accrual period
(or, with respect to an accrual period that spans two taxable
years, the partial period within the taxable year). For this
purpose, the average rate is the simple average of spot rates of
exchange for each business day of such period or other average
exchange for the period reasonably derived and consistently
applied by the U.S. holder. Under the second method, a U.S.
holder can elect to accrue interest at the spot rate on the last
day of an interest accrual period (in the case of a partial
accrual period, the last day of the taxable year) or, if the
last day of an interest accrual period is within five business
days of the receipt, the spot rate on the date of receipt. Any
such election will apply to all debt instruments held by the
U.S. holder at the beginning of the first taxable year to which
the election applies or thereafter acquired and will be
irrevocable without the consent of the IRS. An accrual basis
U.S. holder will recognize exchange gain or loss, as the case
may be, on the receipt of a foreign currency interest payment if
the exchange rate on the date payment is received differs from
the rate applicable to the previous accrual of that interest
income. The foreign currency gain or loss will generally be
treated as U.S. source ordinary income or loss.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Original issue discount on a foreign currency note is determined
in the foreign currency at the time of acquisition of the note
and is translated into U.S. dollars in the same manner that an
accrual basis U.S. holder accrues stated interest. Exchange gain
or loss will be determined when original issue discount is
considered paid to the extent the exchange rate on the date of
payment differs from the exchange rate at which the original
issue discount was accrued.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The amount of market discount on a foreign currency note
includible in income will generally be determined by computing
the market discount in the foreign currency and translating that
amount into U.S. dollars at the spot rate on the date the
foreign currency note is retired or otherwise disposed of. If
the U.S. holder accrues market discount currently, the amount of
market discount which accrues during any accrual period is
determined in the foreign currency and translated into U.S.
dollars on the basis of the average exchange rate in effect
during the accrual period. Exchange gain or loss may be
recognized to the extent that the rate of exchange on the date
of the retirement or disposition of the note differs from the
exchange rate at which the market discount was accrued.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Amortizable premium on a foreign currency note is also computed
in units of foreign currency and, if the U.S. holder elects,
will reduce interest income in units of foreign currency. At the
time amortized bond premium offsets interest income (i.e., the
last day of the tax year in which the election is made and the
last day of each subsequent tax year), exchange gain or loss
with respect to amortized bond premium is recognized measured by
the difference between exchange rates at that time and at the
time of the acquisition of the note.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
With respect to the sale, exchange, retirement or repayment of a
note denominated in a foreign currency, the foreign currency
amount realized will be considered to be the payment of accrued
but unpaid interest (on which exchange gain or loss is
recognized as described above), accrued but unpaid original
issue discount (on which exchange gain or loss is recognized as
described above) and finally as a payment of principal (except
to the extent of accrued but unamortized market discount on
which exchange gain or loss is recognized as described above).
With respect to such payment of principal, (i)&nbsp;gain or loss
is computed in the foreign currency and translated on the date
of retirement or disposition and (ii)&nbsp;exchange gain or loss
is separately computed on the foreign currency amount of the
purchase price, reduced by amortized bond premium, that is
repaid to the extent that the rate of exchange on the date of
retirement or disposition differs from the rate of exchange on
the date of note was acquired, or deemed acquired. Exchange gain
or loss computed on accrued interest. Original issue discount,
market discount and principal is recognized, however, only to
the extent of total gain or loss on the transaction. For
purposes of determining the total gain or loss on the
transaction, a U.S. holder&#146;s tax basis in the note will
generally equal the U.S. dollar cost of the note increased by
the U.S. dollar amounts includible in income as accrued
interest, original issue discount, or market discount (if the
holder elects to include such market

<P align="center">S-41

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<DIV align="left">
discount on a current basis) and reduced by the U.S. dollar
amount of amortized premium and of any payments other than
payments of qualified stated interest.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the case of a note denominated in foreign currency, the cost
of the note to the U.S. holder will be the dollar value of the
foreign currency purchase price translated at the spot rate for
the date of purchase (or, in some cases, the settlement date).
The conversion of U.S. dollars into a foreign currency and the
immediate use of that currency to purchase a foreign currency
note generally will not result in a taxable gain or loss for a
U.S. holder. A U.S. holder will have a tax basis in any foreign
currency received on the sale, exchange or retirement of a note
equal to the U.S. dollar value of such currency on the date of
receipt.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In general, the redenomination of a foreign currency note from
one currency to another would constitute a taxable event for
U.S. federal income tax purposes. However, redenominating a
foreign currency note that is currently denominated in a
specified &#147;legacy&#148; currency to a foreign currency note
denominated in euros will not be a taxable event to the holder
for U.S. federal income tax purposes, provided that the terms of
the notes are not otherwise changed by the conversion. For this
purpose, the &#147;legacy&#148; currencies are the currencies of
Austria, Belgium, Finland, France, Germany, Ireland, Italy,
Luxembourg, Netherlands, Portugal and Spain. Consequently, a
foreign currency note issued in a legacy currency may be
redenominated in euros without creating a taxable event to a
U.S. holder (absent other changes to the note). The U.S. federal
income tax treatment applicable to a foreign currency note which
is also a contingent payment debt instrument (as described
above) is unclear. Prospective investors of such notes are urged
to consult their own tax advisors in this regard.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Backup Withholding.</B> A U.S. holder of a note may be
subject to U.S. backup withholding (currently imposed at the
rate of 30.5&nbsp;percent) with respect to interest paid on the
note and with respect to the payment of the proceeds from the
disposition of a note, unless such U.S. holder (i)&nbsp;is a
corporation or comes within certain other exempt categories and,
when required, demonstrates that status or (ii)&nbsp;provides a
correct taxpayer identification number, certifies as to no loss
of exemption from backup withholding and otherwise complies with
the applicable requirements of the backup withholding rules.
U.S. holders of notes should consult their tax advisors as to
their qualification for exemption from U.S. backup withholding
and the procedure for obtaining such an exemption. Any amount
paid as U.S. backup withholding would be creditable against the
U.S. holder&#146;s federal income tax liability, provided the
applicable requisite information is provided to the Service.

<P align="left">
<B>Non-U.S. Holders</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A non-U.S. holder will not be subject to United States federal
income taxes on payments of principal, premium (if any) or
interest (including original issue discount, if any) on a note,
unless such non-U.S. holder actually or constructively owns 10%
or more of us, is a controlled foreign corporation related by
stock ownership to us or is a bank receiving interest on an
extension of credit made pursuant to a loan entered into in the
ordinary course of the bank&#146;s trade or business. To qualify
for exemption from taxation, the last United States payor in the
chain of payment prior to payment to a non-U.S. holder (the
&#147;Withholding agent&#148;) must have received a valid
statement that (i)&nbsp;is signed by the beneficial owner of the
note under penalties of perjury, (ii)&nbsp;certifies that such
owner is not a U.S. holder and (iii)&nbsp;provides the name and
address of the beneficial owner. The statement may be made on an
IRS Form&nbsp;W-8BEN or a substantially similar form, and the
beneficial owner must inform the Withholding agent of any change
in the information on the statement within 30&nbsp;days of such
change. If a note is held through a securities clearing
organization or certain other financial institutions, the
organization or institution may provide a signed statement to
the Withholding agent. However, in such case, the signed
statement must be accompanied by a copy of the IRS
Form&nbsp;W-8BEN or the substitute form provided by the
beneficial owner to the organization or institution. In the
past, the Treasury Department has considered implementation of
further certification requirements aimed at determining whether
the issuer of a debt obligation is related to holders thereof
and a non-U.S. holder should consult its tax advisor in this
regard.

<P align="center">S-42

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Generally, a non-U.S. holder will not be subject to federal
income taxes on any amount which constitutes capital gain upon
retirement or disposition of a note, provided (i)&nbsp;if such
non-U.S. holder is an individual, such individual is not present
in the United States for 183&nbsp;days or more in the taxable
year of disposition and (ii)&nbsp;the gain is not effectively
connected with the conduct of a trade or business in the United
States by the non-U.S. holder. Certain other exceptions may be
applicable, and a non-U.S. holder should consult its tax advisor
in this regard.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The notes will not be includible in the estate of a non-U.S.
holder unless the individual is a direct or indirect or
constructive 10% or greater shareholder of us or, at the time of
such individual&#146;s death, payments in respect of the notes
would have been effectively connected with the conduct by such
individual of a trade or business in the United States.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Information Reporting Requirements and Backup Withholding
Tax.</B> We must report annually to the IRS and to each non-U.S.
holder any interest that is paid to the non-U.S. holder. Copies
of these information returns also may be made available under
the provisions of a specific treaty or other agreement to the
tax authorities of the country in which the non-U.S. holder
resides.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The backup withholding tax described above, and certain
information reporting, will not apply to payments of interest or
note disposition proceeds with respect to which either the
requisite certification, as described above, has been received
or an exemption otherwise has been established, provided that
neither we nor our paying agent have actual knowledge that the
holder is a United States person or that the conditions of any
other exemption are not, in fact, satisfied.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The payment of the proceeds from the disposition of the notes to
or through the United States office of any broker, U.S. or
foreign, will be subject to information reporting and possible
backup withholding unless the owner certifies as to its non-U.S.
status under penalties of perjury or otherwise establishes an
exemption, provided that the broker does not have actual
knowledge that the holder is a Unites States person or that the
conditions of any other exemption are not, in fact, satisfied.
The payment of the proceeds from the disposition of the notes to
or through a non-U.S. office of a non-U.S. broker will not be
subject to information reporting or backup withholding unless
the non-U.S. broker has certain types of relationships with the
United States (a &#147;U.S. related person&#148;). In the case
of the payment of the proceeds from the disposition of the notes
to or through a non-U.S. office of a broker that is either a
U.S. person or a U.S. related person, the Treasury regulations
require information reporting (but not back-up withholding) on
the payment unless the broker has documentary evidence in its
files that the owner is a Non-U.S. holder and the broker has no
knowledge to the contrary.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Backup withholding is not an additional tax. Any amounts
withheld under the backup withholding rules from a payment to a
Non-U.S. holder will be refunded or credited against the
holder&#146;s U.S. federal income tax liability, if any, if the
holder provides the required information to the IRS.

<P align="center">S-43

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<!-- link1 "SUPPLEMENTAL PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center">
<B>SUPPLEMENTAL PLAN OF DISTRIBUTION</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may offer the notes on a continuing basis for sale to or
through Merrill Lynch, Pierce, Fenner &#38; Smith Incorporated,
Banc of America Securities LLC and J.P. Morgan Securities Inc.
(the &#147;agents&#148;), through underwriters or dealers,
directly to one or more purchasers, or through some combination
of these methods. The agents, individually or in a syndicate,
may purchase notes, as principal, from us from time to time for
resale to investors and other purchasers at varying prices
relating to prevailing market prices at the time of resale as
determined by the applicable agent or, if so specified in the
applicable pricing supplement, for resale at a fixed offering
price. However, we may agree with an agent for that agent to
utilize its reasonable efforts on an agency basis on our behalf
to solicit offers to purchase notes at 100% of the principal
amount thereof, unless otherwise specified in the applicable
pricing supplement. We will pay a commission to an agent,
ranging from .125% to .750% of the principal amount of each
note, depending upon its stated maturity, sold through that
agent as our agent. We will negotiate commissions with respect
to notes with stated maturities in excess of 30&nbsp;years that
are sold through an agent as our agent at the time of the
related sale. In addition, we estimate our expenses incurred in
connection with the offering and sale of the notes, including
reimbursement of certain of the agents&#146; expenses, total
approximately $150,000.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless otherwise specified in the applicable pricing supplement,
any note sold to an agent as principal will be purchased by that
agent at a price equal to 100% of the principal amount thereof
less a percentage of the principal amount equal to the
commission applicable to an agency sale of a note of identical
maturity. An agent may sell notes it has purchased from us as
principal to certain dealers less a concession equal to all or
any portion of the discount received in connection with that
purchase. An agent may allow, and dealers may reallow, a
discount to certain other dealers. After the initial offering of
notes, the offering price (in the case of notes to be resold on
a fixed offering price basis), the concession and the
reallowance may be changed.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We reserve the right to withdraw, cancel or modify the offer
made hereby without notice and may reject offers in whole or in
part (whether placed directly by us or through an agent). Each
agent will have the right, in its discretion reasonably
exercised, to reject in whole or in part any offer to purchase
notes received by it on an agency basis.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless otherwise specified in the applicable pricing supplement,
you will be required to pay the purchase price of your notes in
immediately available funds in the specified currency in The
City of New York on the date of settlement. See
&#147;Description of Notes&nbsp;&#151; General.&#148;

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon issuance, the notes will not have an established trading
market. The notes will not be listed on any securities exchange.
The agents may from time to time purchase and sell notes in the
secondary market, but the agents are not obligated to do so, and
there can be no assurance that a secondary market for the notes
will develop or that there will be liquidity in the secondary
market if one develops. From time to time, the agents may make a
market in the notes, but the agents are not obligated to do so
and may discontinue any market-making activity at any time.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In connection with an offering of notes purchased by one or more
agents as principal on a fixed offering price basis, the
applicable agents will be permitted to engage in certain
transactions that stabilize the price of notes. These
transactions may consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of notes. If those
agents create a short position in notes, i.e., if they sell
notes in an amount exceeding the amount referred to in the
applicable pricing supplement, they may reduce that short
position by purchasing notes in the open market. In general,
purchases of notes for the purpose of stabilization or to reduce
a short position could cause the price of notes to be higher
than it might be in the absence of these types of purchases.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Neither we nor any agent makes any representation or prediction
as to the direction or magnitude of any effect that the
transactions described in the immediately preceding paragraph
may have on the price of notes. In addition, neither we nor any
agent makes any representation that the agents will engage in
any such transactions or that such transactions, once commenced,
will not be discontinued without notice.

<P align="center">S-44

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The agents may be deemed to be &#147;underwriters&#148; within
the meaning of the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;). We have agreed to indemnify the
agents against certain liabilities, including liabilities under
the Securities Act, or to contribute to payments the agents may
be required to make in respect thereof.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the ordinary course of its business, the agents and their
affiliates have engaged, and may in the future engage, in
investment and commercial banking transactions with us and
certain of our affiliates.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
From time to time, we may sell other securities referred to in
the accompanying prospectus, and the amount of notes offered
hereby may be reduced as a result of these sales.

<P align="center">
<B>LEGAL MATTERS</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our counsel, Snell&nbsp;&#38; Wilmer L.L.P., Phoenix, Arizona
will pass upon the validity of the notes and will rely upon
Milbank, Tweed, Hadley &#38; McCloy LLP, New York, New York with
respect to matters of the law of the State of New York. Milbank,
Tweed, Hadley &#38; McCloy LLP will pass upon the validity of
the notes for the underwriters and will rely upon
Snell&nbsp;&#38; Wilmer L.L.P. with respect to matters of the
law of the State of Nevada.

<P align="center">S-45
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<DIV align="left">
 <B><U>PROSPECTUS</U></B>
</DIV>

<P align="center">
<B><FONT size="5">$350,000,000</FONT></B>

<P align="center">
<IMG src="p65523b5p65523l2.gif" alt="(UHAUL LOGO)">

<P align="center">
<B><FONT size="6">AMERCO</FONT></B>

<P align="center">
<B><FONT size="4">Debt Securities</FONT></B>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">
 AMERCO

<DIV align="left">
1325 Airmotive Way, Suite&nbsp;100
</DIV>

<DIV align="left">
Reno, Nevada 89502-3239
</DIV>

<DIV align="left">
(775) 688-6300
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We are a holding company for U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance
Company, and Amerco Real Estate Company. U-Haul comprises
greater than 80% of our total revenue and is our most notable
business. The trading symbol for our common stock on the NASDAQ
is &#147;UHAL.&#148; We do not expect any of these debt
securities to officially trade in any public market.
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	We may use this prospectus from time to time to offer unsecured
	debt securities in one or more series.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Specific terms of these debt securities will be set forth in a
	supplement to this prospectus.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	The total of all debt securities offered will not exceed
	$350,000,000.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	We may sell debt securities directly to purchasers, through
	underwriters, dealers or agents or through any combination of
	these methods.</TD>
</TR>

</TABLE>

<P align="center">
<HR size="1" width="30%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 <B>This investment involves a high degree of risk. Before
making an investment in our debt securities, you should
carefully consider certain risks described in &#147;Risk
Factors&#148; on page&nbsp;6.</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This prospectus may not be used to consummate a sale of debt
securities unless accompanied by a prospectus supplement
applicable to such debt securities.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is accurate or
complete. Any representation to the contrary is a criminal
offense.

<P align="center">
<HR size="1" width="27%" align="center" noshade>

<P align="center">
 February&nbsp;27, 2001
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<P align="center">
<B>TABLE OF CONTENTS</B>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="90%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">Page</FONT></B></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">About This Prospectus
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Where You Can Find More Information
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Special Note of Caution Regarding Forward Looking
	Statements
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">About AMERCO
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">3</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">The Offering
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">5</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Risk Factors
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">6</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Use of Proceeds
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Ratio of Earnings to Fixed Charges
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Description of Debt Securities
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">8</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Plan of Distribution
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">17</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Legal Opinions
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">18</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Experts
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">18</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<HR size="1" width="30%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>You should not rely on any information you receive that is
not either contained in, or referred to in, this prospectus or
any prospectus supplement. Neither AMERCO nor any underwriter,
dealer or agent has authorized anyone to provide you with any
other information. This prospectus does not constitute an offer
for any securities other than those specifically referred to in
this document. We are not making an offer of these securities in
any state where the offer is not permitted. There is no
implication that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the
date on the front of those documents.</B>

<P align="center">i

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<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "ABOUT THIS PROSPECTUS" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center">
<B>ABOUT THIS PROSPECTUS</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission utilizing a
&#147;shelf&#148; registration process. Under this shelf
process, we may, over the next two years, use the registration
statement and the shelf process to sell any combination of the
debt securities described in this prospectus in one or more
offerings up to a total dollar amount of $350,000,000. This
prospectus provides you with a general description of the debt
securities we may offer. Each time we sell debt securities, we
will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus
supplement may also add, update or change information contained
in this prospectus. It is important for you to carefully read
both this prospectus and any prospectus supplement together with
additional information described under the heading &#147;Where
You Can Find More Information&#148; in making your investment
decision.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For more detail, you should read the exhibits filed with our
registration statement.

<!-- link1 "WHERE YOU CAN FIND MORE INFORMATION" -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center">
<B>WHERE YOU CAN FIND MORE INFORMATION</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We file annual, quarterly and special reports and other
information with the SEC. Our SEC filings are available to the
public over the internet at the SEC&#146;s web site at
http://www.sec.gov. You may also read and copy any document we
file at the SEC&#146;s public reference rooms in
Washington,&nbsp;D.C., New York, New York, and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The SEC allows us to &#147;incorporate by reference&#148; the
information we file with them, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed
below and any future filings made by us with the SEC under
Sections&nbsp;13(a), 13(c), 14 or&nbsp;15(d) of the Securities
Exchange Act of 1934 until we or the underwriters sell all of
the securities that we have registered.
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Annual Report on Form&nbsp;10-K for the fiscal year ended
	March&nbsp;31, 2000; and</TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Quarterly Reports on Form&nbsp;10-Q for the quarters ended
	June&nbsp;30, 2000, September&nbsp;30, 2000, and
	December&nbsp;31, 2000.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="6%"></TD>
	<TD width="94%"></TD>
</TR>

<TR valign="top">
	<TD></TD>
	<TD align="left">
	AMERCO&nbsp;&#151; Investor Relations</TD>
</TR>

</TABLE>

<DIV align="left">
1325 Airmotive Way, Suite&nbsp;100
</DIV>

<DIV align="left">
Reno, Nevada 89502-3239
</DIV>

<DIV align="left">
telephone: (775)&nbsp;688-6300
</DIV>

<P align="left">
Additionally, our summary quarterly financial reports can be
found on our home page on the Internet at: http://www.uhaul.com.
Such information, however, will not be deemed to be incorporated
by reference in this prospectus.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus
supplement. We have not authorized anyone else to provide you
with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any
prospectus supplement including any pricing supplement is
accurate as of any date other than the date on the front of
those documents.

<P align="center">1

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<!-- link1 "SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS" -->
<DIV align="left"><A NAME="012"></A></DIV>

<P align="center">
<B>SPECIAL NOTE OF CAUTION REGARDING</B>

<DIV align="center">
<B>FORWARD-LOOKING STATEMENTS</B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Certain statements in (a)&nbsp;this prospectus under the caption
&#147;Risk Factors,&#148; (b)&nbsp;any applicable prospectus or
pricing supplement and (c)&nbsp;the documents incorporated by
reference into this prospectus may constitute
&#147;forward-looking statements&#148; within the meaning of
federal securities laws. Forward-looking statements are based on
our management&#146;s beliefs, assumptions, and expectations of
our future economic performance, taking into account the
information currently available to them. These statements are
not statements of historical fact. Forward-looking statements
involve risks and uncertainties that may cause our actual
results, performance or financial condition to be materially
different from the expectations of future results, performance
or financial condition we express or imply in any
forward-looking statements. Some of the important factors that
could cause our actual results, performance or financial
condition to differ materially from our expectations are:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Fluctuations in our costs to maintain and update our fleet and
	facilities;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Changes in government regulations, particularly environmental
	regulations;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&nbsp;</TD>
	<TD align="left">
	Changes in demand for our products;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Changes in the general domestic economy;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Degree and nature of our competition; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Other factors described in this prospectus, any prospectus
	supplement or pricing supplement or the documents we file with
	the SEC and incorporate by reference into this prospectus.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
When used in our documents or oral presentations, the words
&#147;anticipate,&#148; &#147;estimate,&#148;
&#147;expect,&#148; &#147;objective,&#148;
&#147;projection,&#148; &#147;forecast,&#148; &#147;goal&#148;
or similar words are intended to identify forward-looking
statements. We qualify any such forward-looking statements
entirely by these cautionary factors.

<P align="center">2

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<!-- link1 "ABOUT AMERCO" -->
<DIV align="left"><A NAME="013"></A></DIV>

<P align="center">
<B>ABOUT AMERCO</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
AMERCO owns all of the stock of our principal subsidiary, U-Haul
International, Inc. U-Haul rental operations represented over
80% of our total revenue for each of the past five
(5)&nbsp;fiscal years ended March&nbsp;31, 2000. We also own all
the stock of Republic Western Insurance Company, Oxford Life
Insurance Company, and Amerco Real Estate Company. Throughout
this prospectus, unless otherwise indicated, AMERCO and
references to &#147;we,&#148; &#147;our,&#148; &#147;ours&#148;
and &#147;us&#148; includes all of our subsidiaries. Our
principal executive offices are located at 1325&nbsp;Airmotive
Way, Suite&nbsp;100, Reno, Nevada 89502, and our telephone
number is (775)&nbsp;688-6300.

<P align="left">
<B>U-Haul Operations</B>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	U-Move Operations</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Founded in 1945, U-Haul is primarily engaged, through its
subsidiaries, in the rental of trucks, automobile-type trailers,
and support rental items to the do-it-yourself moving customer.
Our do-it-yourself moving business operates under the U-Haul
name through an extensive and geographically diverse
distribution network of approximately 1,200 company-owned U-Haul
centers and approximately 15,000 independent dealers throughout
the United States and Canada. We believe that we have more
moving equipment rental locations than our two largest
competitors combined. The U-Haul rental equipment fleet consists
of approximately 99,500 trucks, approximately 85,900 trailers,
and approximately 21,000 tow dollies. Additionally, U-Haul sells
related products (such as boxes, tape, and packaging materials)
and rents various kinds of equipment (such as floor polishing
and carpet cleaning equipment).
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Self-Storage Rental Operations</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
U-Haul entered the self-storage business in 1974 and offers for
rent more than 31.3 million square feet of self-storage space
through over 1,000 company-owned or managed storage locations.
We believe we are the second largest self-storage operator (in
terms of square feet) in the industry. We believe our
self-storage operations are complementary to the do-it-yourself
moving business. All of our self-storage space is located at or
near one or more U-Haul centers or independent U-Haul dealers.

<P align="center">3

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<P align="left">
<B>Insurance Operations</B>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Republic Western</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Republic Western originates and reinsures property and casualty
type insurance products for independent third parties, U-Haul
customers, and U-Haul. Republic Western&#146;s principal
strategy is to capitalize on its knowledge of insurance products
aimed at the moving and rental markets. Approximately 11.97% of
Republic Western&#146;s written premiums relate to insurance
underwriting activities involving AMERCO&#146;s affiliates.
Approximately 89.0% of Republic Western&#146;s invested assets
are in investment grade (NAIC-2 or greater) fixed income
securities.
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Oxford</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Oxford primarily reinsures life, health, and annuity insurance
products and administers our self-insured employee health plan.
Approximately 2.9% of Oxford&#146;s premium revenues are from
business with AMERCO&#146;s affiliates. Approximately 89.1% of
Oxford&#146;s invested assets are in investment grade (NAIC-2 or
greater) fixed income securities.

<P align="left">
<B>Real Estate Operations</B>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="1%"></TD>
	<TD width="99%"></TD>
</TR>

<TR valign="top">
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Amerco Real Estate</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Amerco Real Estate owns or actively manages over 1,200
properties throughout the United States and Canada. In addition
to its U-Haul operations, Amerco Real Estate actively seeks to
lease or dispose of our surplus properties.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following chart represents the corporate structure of the
major operating subsidiaries of AMERCO:

<P align="center">
<IMG src="p65523b5p65523f1.gif" alt="(Corporate Structure Flow Chart of Amerco)">

<P align="center">4
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<!-- link1 "THE OFFERING" -->
<DIV align="left"><A NAME="014"></A></DIV>

<P align="center">
<B>THE OFFERING</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may offer and sell from time to time, in one or more series,
unsecured debt securities, which may consist of notes,
debentures or other evidences of indebtedness.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The total initial offering prices of the debt securities we may
offer and sell pursuant to this prospectus and supplements to it
will not be greater than $350,000,000 (or the equivalent amount
in a foreign currency or currency unit at the time of sale). We
will offer these securities in amounts, at prices and on terms
that we determine in light of market conditions at the time of
sale and specify in a prospectus supplement or pricing
supplement.

<P align="center">5

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<!-- link1 "RISK FACTORS" -->
<DIV align="left"><A NAME="015"></A></DIV>

<P align="center">
<B>RISK FACTORS</B>

<P align="left">
<B>We operate in a highly competitive industry, which could
adversely affect our operations.</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The truck rental industry is highly competitive and includes a
number of significant national and hundreds of regional and
local competitors. Competition is generally based on price,
product quality, convenience, availability, brand name
recognition and service. Competition could adversely affect our
operating results by forcing us to reduce prices or delay price
increases.

<P align="left">
<B>Control of the Company remains in the hands of a small
contingent.</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Edward J. Shoen, Chairman of the Board and President of AMERCO,
James&nbsp;P. Shoen, Vice President and a Director of AMERCO,
and Mark&nbsp;V. Shoen, President of U-Haul Phoenix Operations
collectively own 9,071,070 shares (approximately 41.3%) of the
outstanding common stock of AMERCO. Accordingly, Edward&nbsp;J.
Shoen, Mark&nbsp;V. Shoen, and James&nbsp;P. Shoen will be in a
position to continue to influence the election of the members of
the Board of Directors and decisions requiring stockholder
approval. In addition, 2,677,667 shares (approximately 12.2%),
including shares allocated to employees and unallocated shares,
are held by our Employee Savings and Employee Stock Ownership
Trust.

<P align="left">
<B>Our operations subject us to numerous environmental
regulations and the possibility that environmental liability in
the future could adversely affect our&nbsp;operations.</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Compliance with environmental requirements of federal, state and
local governments significantly affects our business. 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. Under environmental laws, we
can be held strictly liable for hazardous substances that are
found on real property we have owned or operated. We are aware
of issues regarding hazardous substances on some of our real
estate and we have put in place a remedial plan at each site
where we believe such a plan is necessary. We regularly make
capital and operating expenditures to stay in compliance with
environmental laws. In particular, we have managed a testing and
removal program since 1988 for our underground storage tanks.
Under this program, we have removed over 3,000 tanks at a total
cost of $43.2 million since April 1988. As of December&nbsp;31,
2000, we have seven known sites containing nine known
underground storage tanks. Despite these compliance efforts,
risk of environmental liability is part of the nature of our
business. For example, a subsidiary of AMERCO owns property
located within two different state hazardous substance sites in
the State of Washington. The subsidiary has been named a
&#147;potentially liable party&#148; under state law. Future
environmental liabilities, including compliance and remediation
costs, could have a material adverse effect on our business. For
more information regarding environmental matters that affect our
business, see &#147;Item&nbsp;1. Business&nbsp;&#151; Moving and
Storage Operations&nbsp;&#151; Environmental Matters&#148; in
our Annual Report on Form&nbsp;10-K.

<P align="center">6

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<!-- link1 "USE OF PROCEEDS" -->
<DIV align="left"><A NAME="016"></A></DIV>

<P align="center">
<B>USE OF PROCEEDS</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The use of proceeds from the sale of the debt securities will be
set forth in a prospectus supplement or pricing supplement
relating to each offering of debt securities.

<DIV>&nbsp;</DIV>

<!-- link1 "RATIO OF EARNINGS TO FIXED CHARGES" -->
<DIV align="left"><A NAME="017"></A></DIV>

<DIV align="center">
<B>RATIO OF EARNINGS TO FIXED CHARGES</B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following table shows our ratio of earnings to fixed charges
for the periods indicated. For purposes of computing the ratio
of earnings to fixed charges, &#147;earnings&#148; consist of
pretax earnings from operations plus total fixed charges
excluding interest capitalized during the period. &#147;Fixed
charges&#148; consist of interest expense, capitalized interest,
amortization of debt expense and discounts, and one-third of the
our annual rental expense (which we believe is a reasonable
approximation of the interest factor of these rentals). The
ratio for the nine months ended on December&nbsp;31, 2000 may be
different from the ratio for fiscal 2001 because, among other
reasons, U-Haul rental operations are seasonal and
proportionally more of our earnings are generated in the first
and second quarters of each fiscal year.

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
	<TD width="46%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
	<TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">Nine Months</FONT></B></TD>
	<TD></TD>
	<TD colspan="19"></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">Ended</FONT></B></TD>
	<TD></TD>
	<TD colspan="19" align="center" nowrap><B><FONT size="2">Fiscal Year Ended March&nbsp;31,</FONT></B></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">December&nbsp;31,</FONT></B></TD>
	<TD></TD>
	<TD colspan="19" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">2000</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">2000</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">1999</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">1998</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">1997</FONT></B></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><B><FONT size="2">1996</FONT></B></TD>
</TR>

<TR>
	<TD></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
	<TD></TD>
	<TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
	<TD align="left" valign="top">
	<DIV style="margin-left:10px; text-indent:-10px">
	<FONT size="2">Ratio of earnings to fixed&nbsp;charges
	</FONT></DIV>
	</TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.84</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.79</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.84</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.66</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">1.74</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
	<TD align="right" valign="bottom" nowrap><FONT size="2">2.02</FONT></TD>
	<TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For more information on our ratio of earnings to fixed charges,
see Exhibit&nbsp;12 to the registration statement and the
section called &#147;Where You Can Find More Information.&#148;

<P align="center">7

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<!-- link1 "DESCRIPTION OF DEBT SECURITIES" -->
<DIV align="left"><A NAME="018"></A></DIV>

<P align="center">
<B>DESCRIPTION OF DEBT SECURITIES</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following is a description of certain general terms of the
debt securities to which any prospectus supplement may relate.
The particular terms of the debt securities we may offer (the
&#147;offered securities&#148;) will be described in the
prospectus supplement and pricing supplement, if applicable,
relating to such offered securities.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The offered securities are to be issued in one or more series
under an indenture (the &#147;Indenture&#148;), between us and
The Bank of New York, as Trustee. The Indenture is incorporated
by reference in this registration statement. The following
summaries of certain provisions of the Indenture do not purport
to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the Indenture.
Because this is a summary, it does not contain all the
information that may be important to you. You should read the
Indenture in its entirety, including the definitions of certain
terms, the prospectus supplement and any pricing supplement
before you make any investment decision. Wherever particular
provisions or defined terms of the Indenture are referred to,
such provisions or defined terms are incorporated herein by
reference. Certain defined terms in the Indenture are
capitalized herein.

<P align="left">
<B>General</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The debt securities will be unsecured obligations. The Indenture
does not limit the amount of offered securities that may be
issued and provides that the offered securities may be issued
from time to time in one or more series. All offered securities
of one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened under the
Indenture, without the consent of any holder, for issuances of
additional offered securities of such series. The offered
securities will rank <I>pari passu </I>with all of our other
unsecured and unsubordinated indebtedness.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We refer you to the prospectus supplement and pricing supplement
relating to the offered securities for the following terms,
where applicable, of the offered securities:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the title of the offered securities;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any limit on the aggregate principal amount of the offered
	securities;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the ranking of such offered securities;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the person to whom any interest on any offered security will be
	payable, if other than the person in whose name such offered
	security is registered at the close of business on the regular
	record date for such interest;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the date or dates on which the offered securities will mature;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the rate or rates (which may be fixed, floating or adjustable)
	at which the offered securities will bear interest, if any, and
	the date or dates from which such interest will accrue;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the dates on which such interest, if any, will be payable and
	the regular record dates for such interest payment dates;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the place or places where the principal of (and premium, if any)
	and interest on the offered securities will be payable, where
	any offered securities may be surrendered for registration of
	transfer or exchange and where notices to or demand upon us may
	be delivered;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the period or periods within which, the price or prices at
	which, and the terms and conditions upon which, the offered
	securities may be redeemed in whole or in part, at our option;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the mandatory or optional redemption provisions applicable to
	the offered securities;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the obligation, if any, of us to redeem or purchase such offered
	securities pursuant to any sinking fund or analogous provision
	or at the option of a holder thereof and the period or periods
	within which, the price or prices at which, and the terms and
	conditions upon which, such offered securities shall be redeemed
	or purchased, in whole or in part, pursuant to such obligation;</TD>
</TR>

</TABLE>

<P align="center">8

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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the denominations in which such offered securities will be
	issuable, if other than denominations of $1,000 and any integral
	multiples thereof;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the portion of the principal amount of the offered securities,
	if other than the entire principal amount thereof, payable upon
	acceleration of maturity thereof;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any additional restrictive covenants under the Indenture;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	our right to defease the offered securities or certain
	restrictive covenants and certain Events of Default under the
	Indenture;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	the currency or currencies in which payment of principal and
	premium, if any, and interest on the offered securities will be
	payable, if other than United States dollars;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	if the principal of and premium, if any, or interest, if any, on
	such offered securities is to be payable, at our election or a
	holder thereof, in a currency or currencies other than that in
	which such offered securities are stated to be payable, the
	currency or currencies in which payment of the principal of and
	premium, if any, or interest, if any, on such offered securities
	as to which such election is made will be payable and the period
	or periods within which, and the terms and conditions upon
	which, such election may be made;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any index used to determine the amount of payments of principal
	of and premium, if any, and interest, if any, on the offered
	securities;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	if the offered securities will be issuable only in the form of a
	global note as described under &#147;Book-Entry
	Securities,&#148; DTC or its nominee with respect to the offered
	securities, and the circumstances under which the global note
	may be registered for transfer or exchange in the name of a
	person other than DTC or its nominee;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any additional Events of Default under the Indenture; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any other terms of the offered securities.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the principal of and premium, if any, or any interest on
offered securities of any series are payable in a foreign or
composite currency, the restrictions, elections, federal income
tax consequences, specific terms and other information with
respect to such offered securities and such currency will be
described in the prospectus supplement or pricing supplement
relating thereto.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless otherwise indicated in the prospectus supplement or
pricing supplement relating to offered securities, principal of
and premium, if any, and interest, if any, on the offered
securities will be payable, and the offered securities will be
exchangeable and transfers thereof will be registrable, at the
office of the Trustee at 101&nbsp;Barclay Street,
Floor&nbsp;21&nbsp;West, New York, New York, 10286, provided
that, at our option, payment of interest may be made by:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	wire transfer on the date of payment in immediately available
	federal funds or next day funds to an account specified by
	written notice to the Trustee from any holder of offered
	securities;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any similar manner that such holder may designate in writing to
	the Trustee; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	by check mailed to the address of the person entitled thereto as
	it appears in the security register.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any payment of principal and premium, if any, and interest, if
any, required to be made on an interest payment date, redemption
date, or at maturity that is not a business day need not be made
on such day, but may be made on the next succeeding business day
with the same force and effect as if made on the interest
payment date, redemption date, or at maturity, as the case may
be, and no interest shall accrue for the period from and after
such interest payment date, redemption date, or maturity.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless otherwise indicated in the prospectus supplement or
pricing supplement relating to offered securities, the debt
securities will be issued only in fully registered form, without
coupons, in denominations of $1,000 or any integral multiple
thereof. No service charge will be made for any transfer

<P align="center">9

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<DIV align="left">
or exchange of offered securities, but we may require payment of
a sum sufficient to cover any tax or other government charge
payable in connection therewith.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Offered securities may be issued under the Indenture as original
issue discount securities to be offered and sold at a
substantial discount from their stated principal amount. In
addition, under United States treasury regulations, it is
possible that offered securities that are offered and sold at
their stated principal amount would, under certain
circumstances, be treated as issued at an original issue
discount for federal income tax purposes. Federal income tax
consequences and other special considerations applicable to any
such original issue discount securities (or other debt
securities treated as issued at an original issue discount) and
to &#147;investment units&#148; will be described in the
prospectus supplement relating thereto. An &#147;original issue
discount security&#148; means any security that provides for an
amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity
thereof upon the occurrence of an Event of Default and the
continuation thereof.

<P align="left">
<B>Book-Entry System</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The debt securities will be represented by one or more permanent
global notes deposited with, or on behalf of, The Depository
Trust Company, as depository under the Indenture
(&#147;DTC&#148;), and registered in the name of DTC&#146;s
nominee. Except as set forth below:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	owners of beneficial interests in a global note will not be
	entitled to have debt securities represented by such global note
	registered in their names, will not receive or be entitled to
	receive physical delivery of notes in definitive form and will
	not be considered the owners or holders thereof under the
	Indenture; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	each global note may be transferred, in whole and not in part,
	only to another nominee of DTC or to a successor of DTC or its
	nominee.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Accordingly, beneficial interests in the debt securities will be
shown on, and transfers thereof will be effected only through,
records maintained by DTC and its participants. The laws of some
states require certain purchasers of securities to take physical
delivery thereof in definitive form. The depository arrangements
described above and such laws may impair the ability to own or
transfer beneficial interests in a global note.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Owners of beneficial interests in any global note will not be
entitled to receive debt securities in definitive form and will
not be considered holders of debt securities unless:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	DTC notifies us that it is unwilling or unable to continue as
	depository for such global note or if at any time DTC ceases to
	be a clearing agency registered under the Exchange Act;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	We execute and deliver to the Trustee a company order that such
	global note shall be so exchangeable; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	there shall have occurred and be continuing an Event of Default
	or an event which, with the giving of notice or lapse of time,
	or both, would constitute an Event of Default with respect to
	the debt securities.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In such circumstances, upon surrender by DTC or a successor
depository of any global note, debt securities in definitive
form will be issued to each person that DTC or a successor
depository identifies as the beneficial owner of the related
debt securities. Upon such issuance, the Trustee is required to
register such debt securities in the name of, and cause such
debt securities to be delivered to, such person or persons (or
nominees thereof). Such debt securities would be issued in fully
registered form without coupons, in denominations of $1,000 and
integral multiples thereof.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following is based on information furnished by DTC:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	In the event that DTC acts as securities depository for any debt
	securities, such debt securities will be issued as fully
	registered securities registered in the name of Cede &#38; Co.
	(DTC&#146;s partnership nominee). One fully registered debt
	security certificate will be issued with respect to each $200</TD>
</TR>

</TABLE>

<P align="center">10

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD></TD>
	<TD align="left">
	million of principal amount of the debt securities of a series,
	and an additional certificate will be issued with respect to any
	remaining principal amount of such series.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	DTC is a limited-purpose trust company organized under the New
	York Banking Law, a &#147;banking organization&#148; within the
	meaning of the New York Banking Law, a member of the Federal
	Reserve System, a &#147;clearing corporation&#148; within the
	meaning of the New York Uniform Commercial Code, and a
	&#147;clearing agency&#148; registered pursuant to the
	provisions of Section&nbsp;17A of the Exchange Act. DTC holds
	securities that its participants (&#147;Participants&#148;)
	deposit with DTC. DTC also facilitates the settlement among
	Participants of securities transactions, such as transfers and
	pledges, in deposited securities through electronic computerized
	book-entry changes in Participants&#146; accounts, thereby
	eliminating the need for physical movement of securities
	certificates. Direct Participants include securities brokers and
	dealers, banks, trust companies, clearing corporations and
	certain other organizations (&#147;Direct Participants&#148;).
	DTC is owned by a number of its Direct Participants and by the
	New York Stock Exchange, Inc., the American Stock Exchange, Inc.
	and the National Association of Securities Dealers, Inc. Access
	to the DTC system is also available to others, such as
	securities brokers and dealers, banks and trust companies, that
	clear through or maintain a custodial relationship with a Direct
	Participant, either directly or indirectly (&#147;Indirect
	Participants&#148;). The rules applicable to DTC and its
	Participants are on file with the SEC.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Purchases of debt securities under the DTC system must be made
	by or through Direct Participants, which will receive a credit
	for the debt securities on DTC&#146;s records. The ownership
	interest of each actual purchaser of each Debt Security
	(&#147;Beneficial Owner&#148;) is in turn recorded on the Direct
	and Indirect Participants&#146; records. A Beneficial Owner does
	not receive written confirmation from DTC of its purchase, but
	such Beneficial Owner is expected to receive a written
	confirmation providing details of the transaction, as well as
	periodic statements of its holdings, from the Direct or Indirect
	Participant through which such Beneficial Owner entered into the
	transaction. Transfers of ownership interests in debt securities
	are accomplished by entries made on the books of Participants
	acting on behalf of Beneficial Owners. Beneficial Owners will
	not receive certificates representing their ownership interests
	in debt securities, except in the limited circumstances
	described above.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	To facilitate subsequent transfers, the debt securities are
	registered in the name of DTC&#146;s partnership nominee, Cede
	&#38; Co. The deposit of the debt securities with DTC and their
	registration in the name of Cede &#38; Co. effects no change in
	beneficial ownership. DTC has no knowledge of the actual
	Beneficial Owners of the debt securities; DTC&#146;s records
	reflect only the identity of the Direct Participants to whose
	accounts debt securities are credited, which may or may not be
	the Beneficial Owners. The Participants remain responsible for
	keeping account of their holdings on behalf of their customers.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Delivery of notices and other communications by DTC to Direct
	Participants, by Direct Participants to Indirect Participants,
	and by Direct Participants and Indirect Participants to
	Beneficial Owners are governed by arrangements among them,
	subject to any statutory or regulatory requirements as may be in
	effect from time to time.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Redemption notices must be sent to Cede &#38; Co. If less than
	all of the debt securities within an issue are being redeemed,
	DTC&#146;s practice is to determine by lot the amount of
	interest of each Direct Participant in such issue to be redeemed.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Neither DTC nor Cede &#38; Co. consents or votes with respect to
	the debt securities. Under its usual procedures, DTC mails a
	proxy (an &#147;Omnibus Proxy&#148;) to the issuer as soon as
	possible after the record date. The Omnibus Proxy assigns Cede
	&#38; Co.&#146;s consenting or voting rights to those Direct
	Participants to whose accounts the debt securities are credited
	on the record date (identified on a list attached to the Omnibus
	Proxy).</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	Payments of principal of and any premium and interest on the
	debt securities will be made to DTC. DTC&#146;s practice is to
	credit Direct Participants&#146; accounts on the payment date in
	accordance with their respective holdings as shown on DTC&#146;s
	records unless DTC has reason to believe that it will</TD>
</TR>

</TABLE>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD></TD>
	<TD align="left">
	not receive payment on the payment date. Payments by
	Participants to Beneficial Owners will be governed by standing
	instructions and customary practices, as is the case with
	securities held for the accounts of customers in bearer form or
	registered in &#147;street name,&#148; and will be the
	responsibility of such Participant and not of DTC, any paying
	agent or us, subject to any statutory or regulatory requirements
	as may be in effect from time to time. Payment of principal and
	any premium and interest to DTC will be our responsibility or
	the responsibility of the applicable paying agent, disbursement
	of such payments to Direct Participants will be the
	responsibility of DTC, and disbursement of such payments to the
	Beneficial Owners will be the responsibility of Direct and
	Indirect Participants.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	DTC may discontinue providing its services as securities
	depository with respect to the debt securities at any time by
	giving reasonable notice to us or the applicable paying agent.
	Under such circumstances, in the event that a successor
	securities depository is not appointed, debt securities in
	certificated form are required to be prepared and delivered as
	described above.</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	We may decide to discontinue use of the system of book-entry
	transfers through DTC (or a successor securities depository). In
	that event, debt security certificates will be printed and
	delivered.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The information in this section concerning DTC and DTC&#146;s
book-entry system has been obtained from sources (including DTC)
that we believe to be reliable. However, neither we nor any
underwriter or agent take any responsibility for its accuracy.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Neither we nor any underwriter or agent, the Trustee or any
applicable paying agent will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of beneficial interests in a global security, or
for maintaining, supervising or reviewing any records relating
to such beneficial interests.

<P align="left">
<B>Covenants</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Indenture contains several restrictive covenants. The
Indenture does not contain:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any restrictions on us paying dividends or making other
	distributions on any of our capital stock or purchasing or
	redeeming any of our capital stock;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any restrictions on us incurring, assuming or becoming liable
	upon Senior Indebtedness or any other type of debt securities or
	other obligations;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any restrictions on us creating liens on our property for any
	purpose; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any requirement on us adhering to any financial ratios or
	specified levels of net worth or liquidity.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any additional restrictive covenants relating to any series of
debt securities will be described in the prospectus supplement
or pricing supplement relating to such series. If any such
covenants are described, the prospectus supplement or pricing
supplement will also state whether the &#147;covenant
defeasance&#148; provisions described below will apply.

<P align="left">
<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Corporate Existence</I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will do or cause to be done all things necessary to preserve
and keep in full force and effect our corporate existence and
material rights (charter and statutory) and material franchises;
provided, however, that we will not be required to preserve any
such right or franchise if our Board of Directors determines
that the preservation of such rights and franchises is no longer
desirable in the conduct of our business and our consolidated
subsidiaries considered as a whole, and that the loss thereof is
not disadvantageous in any material respect to the holders of
the debt securities.

<P align="center">12

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<P align="left">
<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consolidation, Merger, and Sale
of Assets</I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Without the consent of any holders of outstanding debt
securities, we may consolidate or merge with or into, or
transfer or lease our assets as an entirety to, any corporation,
provided that (i)&nbsp;the corporation (if other than AMERCO)
formed by such consolidation or into which we are merged or that
acquires or leases our assets substantially as an entirety is a
corporation, partnership or trust, is organized and existing
under the laws of any United States jurisdiction and expressly
assumes our obligations on the debt securities and under the
Indenture, (ii)&nbsp;after giving effect to such transaction no
Event of Default, and no event that, after notice or lapse of
time or both, would become an Event of Default, shall have
occurred and be continuing (provided that a transaction will
only be deemed to be in violation of this condition (ii)&nbsp;as
to any series of debt securities as to which such Event of
Default or such event shall have occurred and be continuing),
and (iii)&nbsp;certain other conditions are met.

<P align="left">
<B>Events of Default</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following are Events of Default under the Indenture with
respect to debt securities of any series issued thereunder:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	failure to pay principal of or premium, if any, on any debt
	security of that series when due;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	failure to pay any interest on any debt security of that series
	when due, continued for 30&nbsp;days;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	(i)&nbsp;the failure by us or any of our subsidiaries to pay
	indebtedness for money borrowed (including debt securities of
	other series) in an aggregate principal amount exceeding
	$10,000,000 at the later of final maturity or upon the
	expiration of any applicable period of grace with respect to
	such principal amount or (ii)&nbsp;acceleration of the maturity
	of any indebtedness for money borrowed by us or any of our
	subsidiaries in excess of $10,000,000, if such failure to pay or
	acceleration is not discharged or such acceleration is not
	annulled within 15&nbsp;days after due notice;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	failure to deposit any sinking fund payment, when due, in
	respect of any debt security of that series;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	failure to perform any of our covenants or warranties in the
	Indenture (other than a covenant or warranty included in the
	Indenture solely for the benefit of a series of debt securities
	other than that series), continued for 60&nbsp;days after
	written notice as provided in such Indenture;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	certain events in bankruptcy, insolvency or reorganization; and</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	any other Event of Default provided with respect to debt
	securities of that series.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If an Event of Default relating to bankruptcy, insolvency or
reorganization occurs and is continuing with respect to a series
of debt securities, then the principal amount of the outstanding
debt securities shall become immediately due and payable without
any declaration or other act on the part of the Trustee or any
holder. If any other Event of Default occurs and is continuing
with respect to outstanding debt securities of any series,
either the Trustee or the holders of at least 25% in principal
amount of the outstanding debt securities of that series may
declare the principal amount (or, if the debt securities of that
series are original issue discount securities, such portion of
the principal amount as may be specified in the terms of that
series) of all the debt securities of that series to be due and
payable immediately by written notice to us (and to the Trustee
if given by the holders). At any time after a declaration of
acceleration with respect to debt securities of any series has
been made, but before a judgment or decree based on acceleration
has been obtained, the holders of a majority in principal amount
of the outstanding debt securities of that series may, under
certain circumstances, rescind and annul such acceleration. For
information as to waiver of defaults, see &#147;Modification and
Waiver&#148; below.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We refer to the prospectus supplement relating to each series of
offered securities that are original issue discount securities
for the particular provisions relating to acceleration of the
maturity of a portion of the principal amount of such original
issue discount securities upon the occurrence of an Event of
Default.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Indenture provides that the Trustee will be under no
obligation, subject to the duty of the Trustee during any
default to act with the required standard of care, to exercise
any of its rights or powers

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<DIV align="left">
under the Indenture at the request or direction of any of the
holders, unless such holders shall have offered to the Trustee
reasonable indemnity. Subject to such provisions for
indemnification of the Trustee, the holders of a majority in
principal amount of the outstanding debt securities of any
series will have the right to direct the time, method, and place
of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the debt securities of that series.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will furnish to the Trustee annually a certificate as to
compliance by us with all terms, provisions and conditions of
the Indenture.

<P align="left">
<B>Defeasance</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The prospectus supplement or pricing supplement will state if
any additional defeasance provision will apply to the offered
securities.

<P align="left">
<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Defeasance and Discharge</I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Indenture provides that, if applicable, we will be
discharged from any and all obligations in respect of the debt
securities of any series issued (except for certain obligations
to register the transfer or exchange of debt securities of such
series, to replace stolen, lost, or mutilated debt securities of
such series, to maintain paying agencies and to hold monies for
payment in trust) upon the irrevocable deposit with the Trustee,
in trust, of money and/or U.S.&nbsp;Government obligations,
which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an
amount sufficient to pay the principal of and premium, if any,
and each installment of interest on the debt securities of that
series on the stated maturity of such payments in accordance
with the terms of the Indenture and the debt securities of such
series. Such a trust may only be established if, among other
things, we have delivered to the Trustee an opinion of counsel
(who may be an employee of or counsel for AMERCO) to the effect
that we have received from, or there has been published by, the
Internal Revenue Service a ruling or there has been a change in
the applicable United States federal income tax law to the
effect that holders of the debt securities of that series will
not recognize income, gain, or loss for federal income tax
purposes as a result of such deposit, defeasance, and discharge
and will be subject to federal income tax on the same amount and
in the same manner and at the same times as would have been the
case if such deposit, defeasance, and discharge had not
occurred. However, the Statement of Financial Accounting
Standards No.&nbsp;125 &#147;Accounting for Transfers and
Services of Financial Assets and Extinguishments of
Liabilities&#148; as issued by the Financial Accounting
Standard&#146;s Board will generally not permit the in-substance
defeasance of debt as described above.

<P align="left">
<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Defeasance of Certain Covenants
and Certain Events of Default</I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Indenture provides that we may omit to comply with the
covenants described under &#147;Covenants,&#148; and that may be
described in a prospectus supplement or pricing supplement, and
that violations of such covenants will not be deemed to be an
Event of Default under the Indenture to the extent that the
conditions described herein are met. The Indenture also provides
with respect to the offered securities of any series issued
thereunder, to the extent provided for in the prospectus
supplement, that we may omit to comply with certain restrictive
covenants provided for in this prospectus or the prospectus
supplement and, to the extent provided in the prospectus
supplement, that violations of certain restrictive covenants
provided for in the prospectus supplement shall not be deemed to
be an Event of Default under the Indenture and the debt
securities of such series, upon the deposit with the Trustee, in
trust, of money and/or U.S.&nbsp;Government obligations which
through the payment of interest and principal in respect thereof
in accordance with their terms will provide money in an amount
sufficient to pay the principal of and premium, if any, and each
installment of interest on the debt securities of such series on
the stated maturity of such payments in accordance with the
terms of the Indenture and the debt securities of such series.
Our obligations under the Indenture and the debt securities of
such series other than with respect to the covenants referred to
above and the Events of Default other than the Event of Default
referred to above shall remain in full force and effect. Such a
trust may only be established if, among other things, we

<P align="center">14

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<DIV align="left">
have delivered to the Trustee an opinion of counsel (who may be
an employee of or counsel for AMERCO) to the effect that the
holders of the debt securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result
of such deposit and defeasance of certain covenants and Events
of Default and will be subject to federal income tax on the same
amount and in the same manner and at the same times as would
have been the case if such deposit and defeasance had not
occurred.
</DIV>

<P align="left">
<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Defeasance and Certain Other
Events of Default</I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the event we exercise our option to omit compliance with
certain covenants of the Indenture with respect to the offered
securities of any series as described above issued thereunder
and the offered securities of such series are declared due and
payable because of the occurrence of any Event of Default other
than the Event of Default due to certain events in bankruptcy,
insolvency, or reorganization described under &#147;Events of
Default,&#148; the amount of money and U.S.&nbsp;Government
obligations on deposit with the Trustee will be sufficient to
pay amounts due on the offered securities of such series at the
time of their stated maturity but may not be sufficient to pay
amounts due on the offered securities of such series at the time
of the acceleration resulting from such Event of Default.
However, we will remain liable for such payments.

<P align="left">
<B>Modification and Waiver</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Both we and the Trustee may make modifications and amendments to
the Indenture with the consent of the holders of a majority in
principal amount of the outstanding debt securities of each
series affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the
consent of the holder of each outstanding debt security affected
thereby:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	change the stated maturity of the principal of, or any
	installment of principal of or interest on, any debt security;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	reduce the principal amount of, or the premium, if any, or
	interest, if any, on any debt security or any premium payable
	upon the redemption thereof;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	reduce the amount of principal of an original issue discount
	security payable upon acceleration of the maturity thereof;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	adversely affect the rights of such holder under any mandatory
	redemption or repurchase provision or any right or redemption or
	repurchase at the option of such holder;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	change the place or currency of payment of principal of, or
	premium, if any, or interest, if any, on, any debt security;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	impair the right to institute suit for the enforcement of any
	payment on or with respect to any debt security; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	reduce the percentage in principal amount of outstanding debt
	securities of any series, the consent of the holders of which is
	required for modification or amendment of the Indenture or for
	waiver of compliance with certain provisions of the Indenture or
	for waiver of certain defaults.</TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The holders of a majority in principal amount of the outstanding
debt securities of any series may on behalf of the holders of
all debt securities of that series waive, insofar as that series
is concerned, compliance by us with certain restrictive
provisions of the Indenture. The holders of a majority in
principal amount of the outstanding debt securities of any
series may on behalf of the holders of all debt securities of
that series waive any past default under the Indenture with
respect to that series, except a default in the payment of the
principal of or premium, if any, or interest on any debt
security of that series or in respect of a provision that under
the Indenture cannot be modified or amended without the consent
of the holder of each outstanding debt security of that series
affected.

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<P align="left">
<B>Certain Definitions</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Set forth below is a summary of certain of the defined terms
used in the covenants contained in the Indenture. Reference is
made to the Indenture for the full definition of all such terms
as well as any other capitalized terms used herein for which no
definition is provided.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;consolidated subsidiary&#148; </I>means any subsidiary
of a person or of any consolidated subsidiary which is
consolidated with such person for financial reporting purposes
in accordance with United States generally accepted accounting
principles.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;indebtedness for money borrowed,&#148; </I>when used
with respect to us or any of our subsidiaries, means any
obligation of, or any obligation guaranteed by, us or any of our
subsidiaries for the repayment of borrowed money, whether or not
evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation of, or any such
obligation guaranteed by, us for the payment of the purchase
price of property or assets.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>&#147;subsidiary&#148; </I>means a person more than 50% of
the outstanding voting stock of which is owned, directly or
indirectly, by such person or by one or more other subsidiaries,
or by such person and one or more other subsidiaries of such
person.

<P align="left">
<B>Concerning the Trustee</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may maintain banking and other commercial relationships with
the Trustee and its affiliates in the ordinary course of
business.

<P align="left">
<B>Governing Law</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Indenture and the offered securities will be governed by and
construed in accordance with the laws of the State of New York.

<P align="center">16

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<!-- link1 "PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="019"></A></DIV>

<P align="center">
<B>PLAN OF DISTRIBUTION</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may sell the offered securities:
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
	<TD width="3%"></TD>
	<TD width="1%"></TD>
	<TD width="96%"></TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	through agents;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	through underwriters or dealers;</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	directly to one or more purchasers; or</TD>
</TR>

<TR>
	<TD>&nbsp;</TD>
</TR>

<TR valign="top">
	<TD>&nbsp;</TD>
	<TD>&#149;&nbsp;</TD>
	<TD align="left">
	through some combination of these methods.</TD>
</TR>

</TABLE>

<P align="left">
<B>Agents</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The offered securities may be sold through agents we designate.
Except as otherwise set forth in a prospectus supplement, the
agents will agree to use their reasonable best efforts to
solicit purchases for the period of their appointment.

<P align="left">
<B>Underwriters</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If underwriters are used in the sale, the underwriters will
acquire the offered securities for their own account. The
underwriters may resell the offered securities in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale. The obligations of the underwriters to purchase
the offered securities will be subject to certain conditions.
The underwriters will be obligated to purchase all the offered
securities of the series offered if any of the offered
securities are purchased. Any public offering price and any
discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time.

<P align="left">
<B>Dealers</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If dealers are used in the sale, we will sell the offered
securities to the dealers, as principal. The dealers may then
resell the offered securities to the public at varying prices to
be determined by them at the time of sale.

<P align="left">
<B>Direct Sales</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may also directly sell the offered securities. In this case,
no underwriters, dealers or agents would be involved.

<P align="left">
<B>General Information</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Underwriters, dealers and agents that participate in the
distribution of the offered securities may be deemed
underwriters under the Securities Act of 1933, and any discounts
or commissions they receive from us or commissions from
purchasers of the offered securities may be treated as
underwriting discounts, concessions or commissions under the
Securities Act. Any underwriter, dealer or agent will be
identified and their compensation described in the applicable
prospectus or pricing supplement.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may have agreements with the underwriters, dealers and agents
to indemnify them against certain civil liabilities, including
liabilities under the Securities Act, or to contribute to
payments that the underwriters, dealers or agents may be
required to make.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Certain of the underwriters or agents and their affiliates may
be customers of, engage in transactions with and perform
investment banking, commercial banking and other financial
services for us and our affiliates in the ordinary course of
business.

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each series of offered securities will be a new issue with no
established trading market. We do not intend to list any of the
offered securities on a national securities exchange or
quotation system. It is possible that one or more underwriters
or broker-dealers may make a market in the offered securities,
but will not be obligated to do so and may discontinue any
market making at any time without notice.

<P align="center">17

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left">
Therefore, we can give you no assurance as to the existence or
liquidity of a trading market for any of the offered securities.
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In connection with an offering of our offered debt,
underwriters, dealers or agents may purchase and sell them in
the open market. These transactions may include stabilizing
transactions and purchases to cover syndicate short positions
created in connection with the offering. Stabilizing
transactions consist of certain bids or purchases for the
purpose of preventing or slowing a decline in the market price
of the offered securities; and syndicate short positions involve
the sale by the underwriters, dealers or agents, as the case may
be, of a greater number of offered securities than they are
required to purchase from us in the offering. Underwriters also
may impose a penalty bid, which means that the underwriting
syndicate may reclaim selling concessions allowed to syndicate
members or other broker dealers who sell offered securities in
the offering for their account if the syndicate repurchases the
securities in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than
the price that might otherwise prevail in the open market. These
activities, if commenced, may be discontinued at any time
without notice. These transactions may be effected on any
securities exchange on which the offered securities may be
listed, in the over-the-counter market or otherwise.

<!-- link1 "LEGAL OPINIONS" -->
<DIV align="left"><A NAME="020"></A></DIV>

<P align="center">
<B>LEGAL OPINIONS</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our counsel, Lionel, Sawyer &#38; Collins, Las Vegas, Nevada,
will issue a legal opinion about the validity of the offered
securities. Counsel named in the applicable prospectus
supplement will advise the underwriters.

<!-- link1 "EXPERTS" -->
<DIV align="left"><A NAME="021"></A></DIV>

<P align="center">
<B>EXPERTS</B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our consolidated financial statements as of March&nbsp;31, 2000
and 1999 and for each of the fiscal years in the three-year
period ended March&nbsp;31, 2000, incorporated in this
prospectus by reference to our Annual Report on Form&nbsp;10-K
for the fiscal year ended March&nbsp;31, 2000, have been so
incorporated by reference herein and in the registration
statement in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, and given on the authority of said
firm as experts in auditing and accounting.

<P align="center">18

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left">
<HR size="1" width="100%" align="left" noshade>

<DIV align="left">
<HR size="1" width="100%" align="left" noshade>
</DIV>

<P align="center">
<B><FONT size="4">$350,000,000</FONT></B>

<P align="center">
<IMG src="p65523b5p64518l1.gif" alt="(AMERCO LOGO)">

<DIV align="center">
<B><FONT size="5">AMERCO</FONT></B>
</DIV>

<P align="center">
<B><FONT size="4">Medium-Term Notes</FONT></B>

<P align="center">
<B><FONT size="4">Due Nine Months or More</FONT></B>

<DIV align="center">
<B><FONT size="4">From Date of Issue</FONT></B>
</DIV>

<P align="center">
<HR size="1" width="42%" align="center" noshade>

<DIV align="center">
<B>PROSPECTUS SUPPLEMENT</B>
</DIV>

<DIV align="center">
<HR size="1" width="42%" align="center" noshade>
</DIV>

<P align="center">
<B><FONT size="4">Merrill Lynch &#38; Co.</FONT></B>

<DIV align="center">
<B><FONT size="4">Banc of America Securities LLC</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="4">JPMorgan</FONT></B>
</DIV>

<P align="center">
<B>August&nbsp;30, 2001</B>

<P align="left">
<HR size="1" width="100%" align="left" noshade>

<DIV align="left">
<HR size="1" width="100%" align="left" noshade>
</DIV>

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