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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000004457-02-000033.txt : 20020414
<SEC-HEADER>0000004457-02-000033.hdr.sgml : 20020414
ACCESSION NUMBER:		0000004457-02-000033
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020219

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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11255
		FILM NUMBER:		02552366

	BUSINESS ADDRESS:	
		STREET 1:		1325 AIRMOTIVE WAY 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>10-Q
<SEQUENCE>1
<FILENAME>amqdec01.txt
<DESCRIPTION>FORM 10-Q DEC 2001
<TEXT>
<PAGE>  1
                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                FORM 10-Q

(Mark One)

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


                For the quarterly period ended December 31, 2001

                                     OR

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

        For the transition period from __________________ to __________________

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

  1-11255                AMERCO                                   88-0106815
                         (A Nevada Corporation)
                         1325 Airmotive Way, Ste. 100
                         Reno, Nevada  89502-3239
                         Telephone (775) 688-6300


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

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

21,417,837 shares of AMERCO Common Stock, $0.25 par value were outstanding at
February 12, 2002.

5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were
outstanding at February 12, 2002. U-Haul International, Inc. meets the
conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is
therefore filing this form with the reduced disclosure format.
<PAGE>  2
                                TABLE OF CONTENTS



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         a)  Condensed Consolidated Balance Sheets as of December 31, 2001
             (unaudited) and March 31, 2001..............................     4

         b)  Condensed Consolidated Statements of Earnings for the Nine
             months ended December 31, 2001 and 2000 (unaudited)..........    6

         c)  Condensed Consolidated Statements of Comprehensive Income
             for the Nine months ended December 31, 2001 and 2000
             (unaudited)..................................................    7

        d)  Condensed Consolidated Statements of Earnings for the Quarters
            ended December 31, 2001 and 2000 (unaudited)..................    8

         e)  Condensed Consolidated Statements of Comprehensive Income for
             the Quarters ended December 31, 2001 and 2000 (unaudited)....    9

         f)  Condensed Consolidated Statements of Cash Flows for the Nine
             months ended December 31, 2001 and 2000 (unaudited)..........   10

         g)  Notes to Condensed Consolidated Financial Statements -
             December 31, 2001 (unaudited), March 31, 2001 and
             December 31, 2000 (unaudited)................................   11

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................   22

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......   30

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings................................................   31

Item 6.  Exhibits and Reports on Form 8-K.................................   32
<PAGE> 3
                    PART I.  FINANCIAL INFORMATION


A review of the Condensed Consolidated Financial Statements herein was not
completed by the Company's independent public accountant prior to the
deadline for filing this Form 10-Q, as required by Rule 10-01(d) of
Regulation S-X promulgated under the Securities Exchange Act of 1934,
as amended.

















<PAGE> 4


                    ITEM 1.  FINANCIAL STATEMENTS


               AMERCO AND CONSOLIDATED SUBSIDIARIES

              Condensed Consolidated Balance Sheets


                                                  December 31,   March 31,
Assets                                                2001          2001
                                                  ------------------------
                                                   (Unaudited)
                                                        (in thousands)


Cash and cash equivalents                       $    35,716         52,778
Inventories, net                                     79,941         84,005
Prepaid expenses                                     18,324         14,416
Investments, fixed maturities                       986,698        952,482
Investments, other                                  545,919        464,958
Other assets                                        485,785        452,781
                                                  ------------------------

Property, plant and equipment, at cost:
  Buildings and improvements                        826,126        832,372
  Rental trucks                                   1,069,769      1,037,653
  Other property, plant, and equipment              661,294        660,802
                                                  ------------------------
                                                  2,557,189      2,530,827
  Less accumulated depreciation                   1,218,226      1,168,183
                                                  ------------------------

       Total property, plant and equipment        1,338,963      1,362,644
                                                  ------------------------








Total Assets                                    $ 3,491,346      3,384,064
                                                  ========================




























The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>  5









                                                  December 31,   March 31,
Liabilities and Stockholders' Equity                  2001          2001
                                                  ------------------------
                                                   (Unaudited)
                                                        (in thousands)

Liabilities:
  Notes and loans payable                       $ 1,132,612      1,156,848
  Policy benefits and losses, claims and
    loss expenses payable                           705,745        668,830
  Liabilities from premium deposits                 548,948        522,207
  Deferred income                                    15,424         24,546
  Deferred income taxes                             187,413        139,419
  Other liabilities                                 238,437        256,848
                                                  ------------------------
         Total liabilities                        2,828,579      2,768,698

Stockholders' equity:
  Serial preferred stock -
    Series A preferred stock                            -              -
    Series B preferred stock                            -              -
  Serial common stock -
    Series A common stock                             1,441          1,441
  Common stock                                        9,122          9,122
  Additional paid-in capital                        321,031        312,128
  Accumulated other comprehensive income            (30,681)       (40,709)
  Retained earnings                                 791,930        755,174
  Cost of common shares in treasury, net           (415,924)      (406,617)
  Unearned ESOP shares                              (14,152)       (15,173)
                                                  ------------------------
         Total stockholders' equity                 662,767        615,366

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

Total Liabilities and Stockholders' Equity      $ 3,491,346      3,384,064
                                                  ========================



























The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>  6

               AMERCO AND CONSOLIDATED SUBSIDIARIES

           Condensed Consolidated Statements of Earnings

                  Nine months ended December 31,
                             (Unaudited)

                                                        2001         2000
                                                   -----------------------
                                                     (in thousands, except
                                                   share and per share data)

Revenues
  Rental revenue                                 $    980,095      951,058
  Net sales                                           158,556      155,078
  Premiums                                            308,261      210,102
  Net investment and interest income                   68,101       72,082
                                                   -----------------------
      Total revenues                                1,515,013    1,388,320

Costs and expenses
  Operating expenses                                  783,219      745,039
  Cost of sales                                        89,116       87,600
  Benefits and losses                                 276,260      170,678
  Amortization of deferred policy
   acquisition costs                                   32,346       25,112
  Lease expense                                       133,130      132,395
  Depreciation, net                                    68,754       69,552
                                                   -----------------------
      Total costs and expenses                      1,382,825    1,230,376

Earnings from operations                              132,188      157,944

  Interest expense                                     58,842       65,287
                                                   -----------------------

Pretax earnings                                        73,346       92,657

Income tax expense                                    (26,869)     (32,983)
                                                   -----------------------

Earnings from operations before extraordinary
  loss on early extinguishment of debt                 46,477       59,674
Extraordinary loss on early extinguishment
  of debt, net of tax of $1,160                           -         (2,121)
                                                   -----------------------
      Net earnings                               $     46,477       57,553
                                                   =======================

Basic and diluted earnings per common share:
  Earnings from operations before extraordinary
    loss on early extinguishment of debt                 1.74         2.32
  Extraordinary loss on early extinguishment
    of debt, net                                          -          (0.10)
                                                   -----------------------
      Net earnings                               $       1.74         2.22
                                                   =======================


Basic and diluted average common shares
  outstanding:                                     21,092,225   21,539,821
                                                   =======================















The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>  7
               AMERCO AND CONSOLIDATED SUBSIDIARIES

     Condensed Consolidated Statements of Comprehensive Income

                  Nine months ended December 31,
                            (Unaudited)

                                                        2001         2000
                                                       -------------------
                                                          (in thousands)
Comprehensive income:
  Net earnings                                       $ 46,477       57,553
    Changes in other comprehensive income:
     Foreign currency translation                      (3,647)      (4,683)
     Fair market value of cash flow hedge                 153         (861)
     Unrealized gain on investments                    13,522        3,033
                                                       -------------------

     Total comprehensive income                      $ 56,505       55,042
                                                       ===================




















































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

               AMERCO AND CONSOLIDATED SUBSIDIARIES

          Condensed Consolidated Statements of Earnings

                   Quarters ended December 31,
                           (Unaudited)

                                                        2001         2000
                                                  ---------------------------
                                                    (in thousands, except
                                                  share and per share data)

Revenues
  Rental revenue                                 $    279,114      270,775
  Net sales                                            40,284       41,117
  Premiums                                            105,381       88,607
  Net investment and interest income                   21,142       25,478
                                                   -----------------------
      Total revenues                                  445,921      425,977

Costs and expenses
  Operating expense                                   256,496      258,200
  Cost of sales                                        23,950       21,626
  Benefits and losses                                  95,487       74,863
  Amortization of deferred policy
   acquisition costs                                   11,413        8,554
  Lease expense                                        42,905       45,859
  Depreciation, net                                    27,923       25,067
                                                   -----------------------
Total costs and expenses                              458,174      434,169

Loss from operations                                  (12,253)      (8,192)

  Interest expense                                     17,986       21,235
                                                   -----------------------

Pretax loss                                           (30,239)     (29,427)

Income tax benefit                                     10,027       10,256
                                                   -----------------------

Loss from operations before extraordinary
  loss on early extinguishment of debt                (20,212)     (19,171)
Extraordinary loss on early extinguishment
  of debt, net of tax of $1,160                           -         (2,121)
                                                   -----------------------
      Net loss                                   $    (20,212)     (21,292)
                                                   =======================


Basic and diluted loss per common share:
  Loss from operations before extraordinary
    loss on early extinguishment of debt         $      (1.12)       (1.05)
  Extraordinary loss on early extinguishment
    of debt, net                                          -          (0.10)
                                                   -----------------------
      Net loss                                   $      (1.12)       (1.15)
                                                   =======================


Basic and diluted average common shares
  outstanding:                                     20,892,342   21,406,688
                                                   =======================














The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>  9
                          AMERCO AND CONSOLIDATED SUBSIDIARIES

                Condensed Consolidated Statements of Comprehensive Income

                               Quarters ended December 31,
                                        (Unaudited)

                                                        2001         2000
                                                       -------------------
                                                          (in thousands)
Comprehensive income:
  Net loss                                          $ (20,212)     (21,292)
    Changes in other comprehensive income:
     Foreign currency translation                        (527)      (1,098)
     Fair market value of cash flow hedge                 443         (679)
     Unrealized gain on investments                     9,107        7,074
                                                       -------------------

     Total comprehensive loss                       $ (11,189)     (15,995)
                                                       ===================




















































The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 10

               AMERCO AND CONSOLIDATED SUBSIDIARIES

          Condensed Consolidated Statements of Cash Flows

                  Nine months ended December 31,
                            (Unaudited)

                                                         2001        2000
                                                       -------------------
                                                          (in thousands)

Net cash provided by operating activities              131,125     100,900
                                                       -------------------

Cash flows from investing activities:
  Purchases of investments:
    Property, plant and equipment                     (144,103)   (280,271)
    Fixed maturities                                  (140,695)    (84,808)
    Real estate                                        (65,436)        -
    Mortgage loans                                        (561)    (21,654)
  Proceeds from sale of investments:
    Property, plant and equipment                      101,049     240,140
    Fixed maturities                                   117,356      89,583
    Mortgage loans                                      10,039      19,187
  Changes in other investments                         (18,359)   (120,313)
                                                       -------------------

Net cash used by investing activities                 (140,710)   (158,136)
                                                       -------------------

Cash flows from financing activities:
  Net change in short-term borrowings                   81,743     169,281
  Principal payments on notes                         (102,530)   (125,048)
  Investment contract deposits                         107,855      62,947
  Investment contract withdrawals                      (83,224)    (55,763)
  Changes in other financing activities                (11,321)    (17,569)
                                                       -------------------

Net cash provided (used) by financing activities        (7,477)     33,848
                                                       -------------------

Decrease in cash and cash equivalents                  (17,062)    (23,388)

Cash and cash equivalents at beginning of period        52,778      48,435
                                                       -------------------

Cash and cash equivalents at end of period           $  35,716      25,047
                                                       ===================






Summary of non-cash investing and financing
  activity:
  A note and other receivables were reduced
  in exchange for the purchase of storage
  properties from a related party.                   $  35,196         -

  An investment was received in
  exchange for the sale of storage
  properties to a related party.                     $  44,312      98,351













The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 11

                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements

             December 31, 2001, March 31, 2001 and December 31, 2000
                                   (Unaudited)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION
     AMERCO, a Nevada corporation (AMERCO), is the parent company for U-Haul
International, Inc. (U-Haul), which conducts moving and storage operations,
Amerco Real Estate Company (Real Estate), which conducts real estate operations,
Republic Western Insurance Company (RepWest), which conducts property and
casualty insurance operations, and Oxford Life Insurance Company (Oxford), which
conducts life insurance operations.

PRINCIPLES OF CONSOLIDATION
     The condensed consolidated financial statements include the accounts of
AMERCO and its wholly-owned subsidiaries.  All material intercompany accounts
and transactions of AMERCO and its subsidiaries have been eliminated.  The
financial statements and notes are presented as permitted by Form 10-Q and do
not contain certain information included in AMERCO's annual financial statements
and notes.

     The condensed consolidated balance sheet as of December 31, 2001 and the
related condensed consolidated statements of earnings and the condensed
consolidated statements of comprehensive income for the three and nine months
ended December 31, 2001 and 2000 and the condensed consolidated cash flows for
the nine months ended December 31, 2001 and 2000 are unaudited.  In the opinion
of management, all adjustments necessary for a fair presentation of such
condensed financial statements have been included.  Such adjustments consisted
only of normal recurring items.  Interim results are not necessarily indicative
of results for a full year.

     The operating results and financial position of AMERCO's consolidated
insurance operations are determined on a one quarter lag.  There were no effects
related to intervening events which would materially affect the consolidated
financial position or results of operations for the financial statements
presented herein, except for as described in Note 9.

     Certain reclassifications have been made to the financial statements for
the three and nine months ended December 31, 2000 to conform with the current
year's presentation.
<PAGE> 12




                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


2.  INVESTMENTS

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

     September 30, 2001
     ------------------   Par Value               Gross       Gross    Estimated
     Consolidated         or number  Amortized  unrealized  unrealized   market
     Held-to-Maturity     of shares     cost      gains       losses      value
                          ------------------------------------------------------
                                               (in thousands)

     U.S. treasury
       securities
       and government
       obligations        $   4,100  $   3,626        252         -       3,878
     U.S. government
       agency mortgage-
       backed securities  $  10,048     10,005        432         -      10,437
     Corporate
       securities         $  44,522     42,758      1,791        (164)   44,385
     Mortgage-backed
       securities         $  30,334     29,831      1,379         (35)   31,175
     Redeemable preferred
       stocks               114,784    114,674        373      (2,988)  112,059
                                       ----------------------------------------

                                       200,894      4,227      (3,187)  201,934
                                       ----------------------------------------

     September 30, 2001
     ------------------   Par Value               Gross       Gross    Estimated
     Consolidated         or number  Amortized  unrealized  unrealized   market
     Available-for-Sale   of shares     cost      gains       losses      value
                          ------------------------------------------------------
                                               (in thousands)

     U.S. treasury
       securities
       and government
       obligations        $  42,260  $  42,737      2,610         -      45,347
     U.S. government
       agency mortgage-
       backed securities  $  27,531     27,324      1,209          (2)   28,531
     Obligations of
       states and
       political
       subdivisions       $  15,910     16,039        698         (26)   16,711
     Corporate
       securities         $ 630,723    622,584     19,629     (17,162)  625,051
     Mortgage-backed
       securities         $  31,300     31,238      1,205        (364)   32,079
     Redeemable preferred
       stocks                 1,228     31,022        304        (565)   30,761
     Redeemable common
       stocks                   657      8,625        -        (1,301)    7,324
                                       ----------------------------------------

                                       779,569     25,655     (19,420)  785,804
                                       ----------------------------------------

            Total                    $ 980,463     29,882     (22,607)  987,738
                                       ========================================






<PAGE> 13
                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


3.  SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES

     A summarized condensed consolidated balance sheet for RepWest is presented
     below:

                                                         September 30,
                                                    --------------------
                                                       2001        2000
                                                    --------------------
                                                        (in thousands)

    Investments, fixed maturities                  $ 391,507     413,149
    Investments, other                                84,379      27,823
    Receivables                                      223,740     147,143
    Due from affiliate                                53,042      28,905
    Other assets                                      54,277      48,528
                                                     -------------------

         Total assets                              $ 806,945     665,548
                                                     ===================

    Policy liabilities and accruals                $ 406,072     309,887
    Unearned premiums                                105,120      81,679
    Other policyholders' funds and liabilities        57,713      61,908
                                                     -------------------
      Total liabilities                              568,905     453,474

    Stockholder's equity                             238,040     212,074
                                                     -------------------

         Total liabilities and
           stockholder's equity                    $ 806,945     665,548
                                                     ===================


     A summarized condensed consolidated income statement for RepWest is
     presented below:

                                         Quarter ended        Nine months ended
                                         September 30,          September 30,
                                      -----------------------------------------
                                        2001      2000          2001      2000
                                      -----------------------------------------
                                                   (in thousands)

    Premiums                         $ 64,717    63,386       192,982   135,718
    Net investment income               8,102     7,966        23,967    23,718
                                       ----------------       -----------------
      Total revenue                    72,819    71,352       216,949   159,436

    Benefits and losses                65,618    56,331       188,256   116,432
    Amortization of deferred
      policy acquisition costs          6,207     3,770        17,837    10,130
    Operating expenses                 13,782    18,055        42,556    37,783
                                       ----------------       -----------------
      Total expenses                   85,607    78,156       248,649   164,345

    Loss from operations              (12,788)   (6,804)      (31,700)   (4,909)
    Income tax benefit                  4,522     2,379        11,209     1,789
                                       ----------------       -----------------

        Net loss                    $  (8,266)   (4,425)      (20,491)   (3,120)
                                       ================       =================
<PAGE> 14
                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


3.  SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES,
    continued

     A summarized condensed consolidated balance sheet for Oxford is presented
     below:

                                                         September 30,
                                                     -------------------
                                                       2001        2000
                                                     -------------------
                                                        (in thousands)

    Investments, fixed maturities                  $ 595,191     470,772
    Investments, other                               198,668     167,208
    Receivables                                       31,123      19,564
    Other assets                                      89,865      84,626
                                                     -------------------

        Total assets                               $ 914,847     742,170
                                                     ===================

    Policy liabilities and accruals                $ 191,104     152,358
    Premium deposits                                 548,948     469,393
    Other policyholders' funds and liabilities        50,739      30,501
                                                     -------------------
      Total liabilities                              790,791     652,252

    Stockholder's equity                             124,056      89,918
                                                     -------------------

        Total liabilities and
          stockholder's equity                     $ 914,847     742,170
                                                     ===================


     A summarized condensed consolidated income statement for Oxford is
     presented below:

                                        Quarter ended         Nine months ended
                                        September 30,           September 30,
                                      ----------------------------------------
                                       2001      2000          2001      2000
                                      ----------------------------------------
                                                   (in thousands)

    Premiums                        $ 42,198    26,750       119,736    78,274
    Net investment income              5,791     5,807        18,975    18,170
                                      ----------------       -----------------
      Total revenue                   47,989    32,557       138,711    96,444

    Benefits and losses               29,869    18,532        88,004    54,246
    Amortization of deferred
      policy acquisition costs         5,217     4,784        14,509    14,982
    Operating expenses                10,771     6,626        30,207    19,857
                                      ----------------       -----------------
      Total expenses                  45,857    29,942       132,720    89,085

    Income from operations             2,132     2,615         5,991     7,359
    Income tax expense                  (555)     (753)       (1,787)   (1,878)
                                      ----------------       -----------------

        Net income                  $  1,577     1,862         4,204     5,481
                                      ================       =================


<PAGE> 15
                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


4.  CONTINGENT LIABILITIES AND COMMITMENTS

     During the nine months ended December 31, 2001, a subsidiary of U-Haul
entered into five transactions whereby the subsidiary sold rental trucks, which
were subsequently leased back.  AMERCO has guaranteed $13,571,000 of residual
values at December 31, 2001 for these assets at the end of the respective lease
terms.  Following are the lease commitments for the leases executed during the
nine months ended December 31, 2001, and subsequently which have a term of more
than one year (in thousands):

                                              Net activity
             Year ended           Lease       subsequent to
              March 31,        Commitments      period end      Total
             --------------------------------------------------------

             2002              $     657            -             657
             2003                  2,625            -           2,625
             2004                  2,625            -           2,625
             2005                  2,300            -           2,300
             2006                  2,192            -           2,192
             Thereafter            7,305            -           7,305
                                 ------------------------------------
                               $  17,704            -          17,704
                                 ====================================


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


5.  SUPPLEMENTAL CASH FLOWS INFORMATION

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

                                                            Nine months ended
                                                             December 31,
                                                          2001          2000
                                                       ----------------------
                                                           (in thousands)

        Receivables                                 $  (14,911)         9,686
                                                       ======================

        Inventories                                 $    4,064          3,221
                                                       ======================

        Accounts payable and accrued expenses       $  (20,730)       (30,618)
                                                       ======================





<PAGE> 16
                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


6.  EARNINGS PER SHARE

     The following table reflects the calculation of the earnings per share:
<TABLE>
<CAPTION>

                                                               Weighted Average
                                                                Common Shares
                                                 Income          Outstanding       Per Share
                                              (Numerator)       (Denominator)        Amount
                                            -------------      --------------      ---------
                                                            (in thousands, except
                                                          share and per share data)
<S>                                           <C>                 <C>               <C>
Quarter ended December 31, 2001:
  Loss from operations                        $  (20,212)
  Less:  preferred stock dividends                 3,241
                                                  ------
  Basic and diluted loss
    per common share                             (23,453)         20,892,342        $  (1.12)
                                                  ======          ==========            ====

Quarter ended December 31, 2000:
  Loss from operations before
    extraordinary loss on early
    extinguishment of debt                    $  (19,171)
  Less:  preferred stock dividends                 3,241
                                                  ------
  Loss from operations before
    extraordinary loss on early
    extinguishment of debt available
    to common stockholders                       (22,412)         21,406,688        $  (1.05)
  Extraordinary loss on early
    extinguishment of debt, net                   (2,121)                              (0.10)
                                                  ------                                ----
  Basic and diluted loss
    per common share                             (24,533)         21,406,688        $  (1.15)
                                                  ======          ==========            ====


Nine months ended December 31, 2001:
  Earnings from operations                    $   46,477
  Less:  preferred stock dividends                 9,722
                                                  ------
  Basic and diluted earnings
    per common share                              36,755          21,092,225        $   1.74
                                                  ======          ==========            ====

Nine months ended December 31, 2000:
  Earnings from operations before
    extraordinary loss on early
    extinguishment of debt                    $   59,674
  Less:  preferred stock dividends                 9,722
                                                   -----
  Earnings from operations before
    extraordinary loss on early
    extinguishment of debt available
    to common stockholders                        49,952          21,539,821        $   2.32
  Extraordinary loss on early
    extinguishment of debt, net                   (2,121)                              (0.10)
                                                  ------                                ----
  Basic and diluted earnings
    per common share                              47,831          21,539,821        $   2.22
                                                  ======          ==========            ====
</TABLE>














<PAGE> 17
                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)



7.  RELATED PARTIES

     During the nine months ended December 31, 2001, subsidiaries of AMERCO held
various senior and junior notes with SAC Holding Corporation and its
subsidiaries (SAC Holdings).  The voting common stock of SAC Holdings is held by
Mark V. Shoen, a major stockholder of AMERCO.  AMERCO's subsidiaries received
interest payments of $20,899,000 and principal payments of $33,952,000 from SAC
Holdings during the nine months ended December 31, 2001.  The terms of the notes
with SAC Holdings are similar to the terms of notes held by U-Haul for other
properties owned by unrelated parties and managed by U-Haul.  These amounts are
reflected in Investments, other of the condensed consolidated balance sheet.

     During the nine months ended December 31, 2001, a subsidiary of AMERCO
funded through a note the purchase of properties and construction costs for SAC
Holdings of approximately $33,279,000.  This amount is reflected in Investments,
other of the condensed consolidated balance sheet.

     U-Haul currently manages the self-storage properties owned by SAC Holdings
pursuant to a management agreement, under which U-Haul receives a management fee
equal to 6% of the gross receipts from the properties.  Management fees of
$5,495,000 and $4,523,000 were received during the nine months ended December
31, 2001 and 2000, respectively.  The management fee percentage is consistent
with the fees received by U-Haul for other properties owned by unrelated parties
and managed by U-Haul.

     In December 2001, Real Estate completed the sale of fourteen storage
properties to Eighteen SAC Self-Storage Corporation, subsidiary of SAC Holding
Corporation, for $43,782,000.  Real Estate received cash and notes from the
sale.  The gain is reflected in the equity section of the condensed consolidated
balance sheet.

     In August 2001, Real Estate completed the sale of one storage property to
SAC Holdings, for $530,000.  Real Estate received notes from the sale.

     In June 2000, Real Estate completed the sale of twenty-four storage
properties to Twelve SAC Self-Storage Corporation, Thirteen SAC Self-Storage
Corporation and Fourteen SAC Self-Storage Corporation, subsidiaries of SAC
Holding Corporation, for $98,351,000.  Real Estate received cash and notes from
the sale.  The gain is reflected in the equity section of the condensed
consolidated balance sheet.

     In September 2001, the Company purchased nine storage properties from Five
SAC Self-Storage Corporation, a subsidiary of SAC Holdings at a purchase price
of $35.2 million for fair value.  These properties were not previously owned by
the consolidated company.

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

     During September 2001 the Company consummated a legal transfer of cash in
the amount of $7.5 million and real estate properties in the amount of $65.5
million from Real Estate and other subsidiaries to Oxford and RepWest.  The
transferred assets were recorded by RepWest and Oxford at their original book
value and no gain or loss was recorded. See Note 9 for additional discussion.


<PAGE> 18
                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Consolidated Financial Statements, Continued
                                   (Unaudited)


8.  NEW ACCOUNTING STANDARDS

       In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 (SFAS 141), "Business
Combinations", and No. 142 (SFAS 142), "Goodwill and Other Intangible Assets".

      SFAS 141 supercedes Accounting Principles Board Opinion No. 16 (APB 16),
"Business Combinations".  The most significant changes made by SFAS 141 are: (1)
requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill, and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).

      SFAS 142 supercedes APB 17, "Intangible Assets".  SFAS 142 primarily
addresses the accounting for goodwill and intangible assets subsequent to their
acquisition (i.e., the post-acquisition accounting).  The provisions of SFAS 142
will be effective for fiscal years beginning after December 15, 2001.  The most
significant changes made by SFAS 142 are: (1) goodwill and indefinite lived
intangible assets will no longer be amortized, (2) goodwill will be tested for
impairment at least annually at the reporting unit level, (3) intangible assets
deemed to have an indefinite life will be tested for impairment at least
annually, and (4) the amortization period of intangible assets with finite lives
will no longer be limited to forty years.

      SFAS No. 141 and 142 are not expected to affect the consolidated financial
position or results of operations.

     SFAS No. 143, Accounting for Asset Retirement Obligations, requires
recognition of the fair value of liabilities associated with the retirement of
long-lived assets when a legal obligation to incur such costs arises as a result
of the acquisition, construction, development and/or the normal operation of a
long-lived asset.  Upon recognition of the liability, a corresponding asset is
recorded and depreciated over the remaining life of the long-lived asset.  The
Statement defines a legal obligation as one that a party is required to settle
as a result of an existing or enacted law, statute, ordinance, or written or
oral contract or by legal construction of a contract under the doctrine of
promissory estoppel.  SFAS 143 is effective for fiscal years beginning after
December 15, 2002.  Management has not yet determined the total likely effects
of adopting this Statement on the financial position or results of operations.

      In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which addresses issues relating to
the implementation of FASB Statement No. 121 (FAS 121), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
and develops a single accounting model, based on the framework established in
FAS 121, for long-lived assets to be disposed of by sale, whether previously
held and used or newly acquired.  The Company is in the process of determining
the extent to which this statement will impact its results of operations or
financial position.




<PAGE> 19
                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA

     Industry Segment Data - AMERCO has four industry segments represented by
Moving and Storage Operations (U-Haul), Real Estate (AREC), Property and
Casualty Insurance (RepWest) and Life Insurance (Oxford).

     Information concerning operations by industry segment follows:
<TABLE>
<CAPTION>

                     Moving and         Property/           Adjustments
                       Storage   Real   Casualty    Life        and
                     Operations Estate  Insurance Insurance Eliminations Consolidated
                     ----------------------------------------------------------------
                                              (in thousands)
   <S>                <C>          <C>       <C>        <C>         <C>          <C>
   Quarter ended
   December 31, 2001
   -----------------
   Revenues:
     Outside          $  319,027     7,619    71,692     47,583          -         445,921
     Intersegment            -      11,947     1,127        406      (13,480)          -
                       ---------   -------   -------    -------     --------     ---------

     Total revenues   $  319,027    19,566    72,819     47,989      (13,480)      445,921
   Depreciation/
     amortization     $   26,404     2,985     6,322      5,241          -          40,952
   Interest expense   $   17,986     8,229       -          -         (8,229)       17,986
   Pretax earnings
    (loss)            $  (28,010)    8,427   (12,788)     2,132          -         (30,239)
   Income tax
    benefit
    (expense)         $    9,009    (2,949)    4,522       (555)         -          10,027
   Identifiable
     assets           $1,493,042   714,819   806,945    904,547     (428,007)    3,491,346


   Quarter ended
   December 31, 2000
   -----------------
   Revenues:
     Outside          $  320,572     3,025    70,191     32,189          -         425,977
     Intersegment            -      17,754     1,161        368      (19,283)          -
                       ---------   -------   -------    -------     --------     ---------

     Total revenues   $  320,572    20,779    71,352     32,557      (19,283)      425,977
   Depreciation/
     amortization     $   29,034     2,760     3,453      4,824          -          40,071
   Interest expense   $   21,235    10,626       -          -        (10,626)       21,235
   Pretax
    earnings
    (loss)            $  (27,593)    2,355    (6,804)     2,615          -         (29,427)
   Income tax
    benefit
    (expense)         $    9,454      (824)    2,379       (753)         -          10,256
   Extraordinary
    loss on early
    extinguishment
    of debt, net      $   (2,121)      -         -          -            -          (2,121)
   Identifiable
     assets           $1,451,906   761,149   665,548    731,627     (338,700)    3,271,530
</TABLE>













<PAGE> 20
                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


 9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
<TABLE>
<CAPTION>

                         Moving              Property/             Adjustments
                       and Storage   Real    Casualty     Life         and
                       Operations   Estate   Insurance  Insurance  Eliminations   Consolidated
                       -----------------------------------------------------------------------
                                                  (in thousands)

   <S>               <C>          <C>        <C>         <C>        <C>           <C>
   Nine months ended
   December 31, 2001
   -----------------
   Revenues:
    Outside          $1,152,824    10,986    213,677     137,526         -        1,515,013
    Intersegment            -      48,264      3,272       1,185     (52,721)           -
                      ----------  -------    -------     -------    --------      ---------
    Total
     revenues        $1,152,824    59,250    216,949     138,711     (52,721)     1,515,013
   Depreciation/
    amortization     $   78,824     8,535     18,584      14,652         -          120,595
   Interest
    expense          $   58,842    27,953        -           -       (27,953)        58,842
   Pretax
    earnings
    (loss)           $   67,935    31,120    (31,700)      5,991         -           73,346
   Income tax
    benefit
    (expense)        $  (25,399)  (10,892)    11,209      (1,787)        -          (26,869)
   Identifiable
    assets           $1,493,042   714,819    806,945     904,547    (428,007)     3,491,346


   Nine months ended
   December 31, 2000
   -----------------
   Revenues:
    Outside          $1,126,987     9,343    156,609      95,381         -        1,388,320
    Intersegment            -      52,599      2,827       1,063     (56,489)           -
                      ----------  -------    -------     -------    --------      ---------
    Total
     revenues        $1,126,987    61,942    159,436      96,444     (56,489)     1,388,320
   Depreciation/
    amortization     $   77,721     8,144     10,208      15,449         -          111,522
   Interest
    expense          $   65,287    32,870        -           -       (32,870)        65,287
   Pretax
    earnings
    (loss)           $   79,752    10,455     (4,909)      7,359         -           92,657
   Income tax
    benefit
    (expense)        $  (29,235)   (3,659)     1,789      (1,878)        -          (32,983)
   Extraordinary
    loss on early
    extinguishment
    of debt, net     $   (2,121)      -          -           -           -           (2,121)
   Identifiable
    assets           $1,451,906   761,149    665,548     731,627    (338,700)     3,271,530
</TABLE>













<PAGE> 21
                     AMERCO AND CONSOLIDATED SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements, Continued
                                   (Unaudited)


9. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued

<TABLE>
<CAPTION>
   Geographic Area Data - United                           United
     (All amounts are in  States     Canada  Consolidated  States     Canada    Consolidated
      U.S. $'s)           ------------------------------------------------------------------
                                   Quarter ended                   Nine months ended
                          ------------------------------------------------------------------
                                                     (in thousands)
   <S>                   <C>         <C>        <C>        <C>         <C>        <C>
   December 31, 2001
   -----------------
   Total revenues        $  437,993   7,928       445,921  1,483,503   31,510     1,515,013
   Depreciation/
     amortization        $   40,010     942        40,952    117,904    2,691       120,595
   Interest expense      $   18,066     (80)       17,986     58,883      (41)       58,842
   Pretax earnings
    (loss)               $  (29,603)   (636)      (30,239)    68,164    5,182        73,346
   Income tax
    benefit (expense)    $   10,027     -          10,027    (26,869)     -         (26,869)
   Identifiable assets   $3,432,399  58,947     3,491,346  3,432,399   58,947     3,491,346

   December 31, 2000
   -----------------
   Total revenues        $  418,421   7,556       425,977  1,357,483   30,837     1,388,320
   Depreciation/
     amortization        $   38,963   1,108        40,071    108,244    3,278       111,522
   Interest expense      $   21,229       6        21,235     65,274       13        65,287
   Pretax earnings
    (loss)               $  (28,439)   (988)      (29,427)    88,430    4,227        92,657
   Income tax
    benefit (expense)    $   10,256     -          10,256    (32,977)      (6)      (32,983)
   Extraordinary
    loss, net            $   (2,121)    -          (2,121)    (2,121)     -          (2,121)
   Identifiable assets   $3,220,947  50,583     3,271,530  3,220,947   50,583     3,271,530
</TABLE>



   During September 2001 the Company consummated a legal transfer of cash in the
amount of $7.5 million and real estate properties in the amount of $65.5 million
from its subsidiaries and Real Estate to Oxford and RepWest.  The transferred
assets were recorded by the RepWest and Oxford at their original book value;
however, because the operating results and financial position of Oxford and
RepWest are reflected on a one-quarter lag, the amounts have not been reflected
within the identifiable assets line of the Property/Casualty or Life Insurance
segments above.  Since the Moving and Storage and Real Estate operations are
not reported on a one-quarter lag, the assets have been removed from the
Real Estate industry segment identifiable assets and are reflected as an
adjustment and elimination within the above table.


 10. SUBSEQUENT EVENTS

     In January 2002, Real Estate completed the sale of thirty-seven storage
properties to Twenty SAC Self-Storage Corporation, Twenty-One SAC Self-Storage
Corporation, Twenty-Two SAC Self-Storage Corporation and Twenty-Three SAC Self-
Storage Corporation, subsidiaries of SAC Holding Corporation, for $93,679,000.
Real Estate received cash and notes from the sale.

     On February 6, 2002, AMERCO declared a cash dividend of $3,241,000
($0.53125 per preferred share) to preferred stockholders of record as of
February 18, 2002.












<PAGE> 22
             ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS
     This Quarterly report on Form 10-Q contains forward-looking statements.
Additional written or oral forward-looking statements may be made by AMERCO from
time to time in filings with the Securities and Exchange Commission or
otherwise.  Management believes such forward-looking statements are within the
meaning of the safe-harbor provisions.  Such statements may include, but not be
limited to, projections of revenues, income or loss, estimates of capital
expenditures, the anticipated results of legal proceedings against the Company,
plans for future operations, products or services and financing needs or plans,
as well as assumptions relating to the foregoing.  The words "believe",
"expect", "anticipate", "estimate", "project" and similar expressions identify
forward-looking statements, which speak only as of the date the statement was
made.  Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified.  Future events
and actual results could differ materially from those set forth in, contemplated
by or underlying the forward-looking statements.  Some of the important factors
that could cause our actual results, performance or financial condition to
differ materially from our expectations are: fluctuations in our costs to
maintain and update our fleet and facilities; changes in government regulations,
particularly environmental regulations; our credit ratings; changes in demand
for our products; changes in the general domestic economy; degree and nature of
our competition; and other factors described in this Quarterly Report on Form
10-Q or the other documents we file with the Securities and Exchange Commission.
As a result of these factors AMERCO's stock price may fluctuate dramatically.

GENERAL
     Information on industry segments is incorporated by reference from "Item 1.
Financial Statements - Notes 1, 3 and 9 of Notes to Condensed Consolidated
Financial Statements".  The notes discuss the principles of consolidation,
summarized consolidated financial information and industry segment and
geographical area data, respectively.  In consolidation, all intersegment
premiums are eliminated and the benefits, losses and expenses are retained by
the insurance companies.
     For a discussion of new accounting standards please refer to Note 8 of the
Consolidated Financial Statements.

RESULTS OF OPERATIONS

NINE MONTHS ENDED DECEMBER 31, 2001 VERSUS NINE MONTHS ENDED DECEMBER 31, 2000

Moving and Storage Operations
     Revenues consist of rental revenues and net sales.  Total rental revenue
was $976.1 million and $949.6 million for the nine months ended December 31,
2001 and 2000, respectively.  Net revenues from the rental of moving equipment
increased by $18.9 million. The increase was primarily attributable to higher
truck and trailer rental revenues and storage revenues, caused by increases in
prices and improvements in fleet utilization and storage occupancy.

     Net sales revenues were $158.5 million and $155.0 million for the nine
months ended December 31, 2001 and 2000, respectively.  Revenue growth resulted
from an increase in the sale of moving support items and an increase in the sale
of propane.

     Cost of sales was $89.1 million and $87.6 million for the nine months ended
December 31, 2001 and 2000, respectively.

     Operating expenses before intercompany eliminations were $768.0 million and
$743.8 million for the nine months ended December 31, 2001 and 2000,
respectively.  Increased expenditure levels for personnel and rental equipment
maintenance, due to an increase in truck rental transactions, were primarily
responsible.

     Net depreciation expense was $73.1 million and $59.8 million for the nine
months ended December 31, 2001 and 2000, respectively.  The increase reflects
depreciation on the rental truck fleet.

     Operating profit before tax and intercompany elimination was $94.2 million
and $102.5 million for the nine months ended December 31, 2001 and 2000,
respectively.

<PAGE> 23
Real Estate Operations
     Rental revenue before intercompany eliminations was $52.3 million and $54.1
million for the nine months ended December 31, 2001 and 2000, respectively.
Intercompany revenue was $48.3 million and $52.6 million for the nine months
ended December 31, 2001 and 2000, respectively.

     Net investment and interest income was $6.9 million and $7.8 million for
the nine months ended December 31, 2001 and 2000, respectively.

     Net depreciation expense (income) was $(4.3) million and $9.7 million for
the nine months ended December 31, 2001 and 2000, respectively. The decrease is
due to an increase in the gain from the sale of property plant and equipment.

     Operating profit before tax and intercompany elimination was $31.1 million
and $10.5 million for the nine months ended December 31, 2001 and 2000,
respectively.  The increase mainly reflects a gain of $12.5 million on sales of
property plant and equipment and a decrease in net lease cost.

Property and Casualty
     RepWest's premiums were $193.0 million and $135.7 million for the nine
months ended September 30, 2001 and 2000, respectively.  General agency premiums
were $86.5 million and $37.5 million for the nine months ended September 30,
2001 and 2000, respectively.  The change from 2000 to 2001 was the result of two
agency programs, Non-Standard Auto and Transportation, which are responsible for
$35.7 million of the increase.  In addition, commercial agency business
increased by $11.7 million for the same period.  Assumed treaty reinsurance
premium was $52.0 million and $50.5 million for the nine months ended September
30, 2001 and 2000, respectively.  Of this increase, $8.1 million is associated
with two Non-Standard Auto treaties, offset by a $5.1 million decrease in Crop
Hail Premiums along with an additional $1.4 million decrease resulting from the
non-renewal of numerous treaties in 2001.  Direct Multiple Peril premiums were
$26.0 million and $19.5 million for the nine months ended September 30, 2001 and
2000, respectively.  The change from 2000 is a result of rate increases across
the entire book of business.  Rental industry revenue was $28.5 million and
$28.2 million for the nine months ended September 30, 2001 and 2000,
respectively.

     Net investment income was $24.0 million and $23.7 million for the nine
months ended September 30, 2001 and 2000, respectively.

     Benefits and losses were $188.3 million and $116.4 million for the nine
months ended September 30, 2001 and 2000, respectively.  This increase is due to
the Non-Standard Auto, Transportation and commercial agency programs, as well as
to the assumed treaty reinsurance and Direct Multiple Peril business.

     The amortization of deferred acquisition costs (DAC) was $17.8 million and
$10.1 million for the nine months ended September 30, 2001 and 2000,
respectively.  The increase is mainly due to the premium growth and resultant
deferral of acquisition expenses in 2000 for the assumed treaty and general
agency programs.

     Operating expenses were $42.6 million and $37.8 million for the nine months
ended September 30, 2001 and 2000, respectively.  The increase is a result of
commissions on new agency business premium and premium taxes resulting from
increased premium writings.

     Operating loss before tax and intercompany elimination was $31.7 million
and $4.9 million for the nine months ended September 30, 2001 and 2000,
respectively.  The decrease is mainly attributable to a significant increase in
incurred losses associated with Direct Multiple Peril, assumed treaty business
and increased operating expense, offset by an increase in earned premiums.

<PAGE> 24
Life Insurance
     Net premiums were $119.7 million and $78.3 million for the nine months
ended September 30, 2001 and 2000, respectively.  Medicare Supplement premiums
increased by $41.3 million; driven by new business, rate increases, and the
acquisition of Christian Fidelity Life Insurance Company (CFLIC).

     Net investment income before intercompany eliminations was $19.0 million
and $18.2 million for the nine months ended September 30, 2001 and 2000,
respectively.  The increase was primarily due to realized gains, offset by
decreasing market interest rates.

     Benefits incurred were $88.0 million and $54.2 million for the nine months
ended September 30, 2001 and 2000, respectively.  This increase is primarily due
to a greater volume of Medicare supplement business in force from the
acquisition of CFLIC and new business, which accounts for $27.2 million and $6.2
million, respectively.

     Amortization of DAC and the value of business acquired (VOBA) was $14.5
million and $15.0 million for the nine months ended September 30, 2001 and 2000,
respectively.  The decrease is primarily due to a smaller volume of credit
insurance written.

     Operating expenses were $30.2 million and $19.9 million for the nine months
ended September 30, 2001 and 2000, respectively.  Commissions and premium taxes
have increased $7.0 million and personnel and other operating expenses, net of
fees collected, increased by $2.8 million primarily due to the increase in
Medicare supplement business, of which the acquisition of CFLIC accounts for the
majority of the increase.

     Operating profit before tax and intercompany eliminations was $6.0 million
and $7.4 million for the nine months ended September 30, 2001 and 2000,
respectively.  The decrease is primarily due to smaller spreads from the
deferred annuity business and higher loss ratios for the credit insurance
business; offset by loss ratio improvements in Medicare supplement.

Interest Expense
     Interest expense was $58.8 million and $65.3 million for the nine months
ended December 31, 2001 and 2000, respectively.  The decrease can be attributed
to lower cost of funds on borrowed money.

Consolidated Group
     As a result of the foregoing, pretax earnings totaled $73.3 million and
$92.7 million for the nine months ended December 31, 2001 and 2000,
respectively.  After providing for income taxes, net earnings were $46.5 million
and $59.7 million for the nine months ended December 31, 2001 and 2000,
respectively.  Following deductions for an extraordinary loss from the early
extinguishment of debt, net earnings were $46.5 million and $57.6 million for
the nine months ended December 31, 2001 and 2000, respectively.

<PAGE> 25
QUARTER ENDED DECEMBER 31, 2001 VERSUS QUARTER ENDED DECEMBER 31, 2000

Moving and Storage Operations
     Revenues consist of rental revenues and net sales.  Total rental revenue
was $273.7 million and $270.5 million for the quarters ended December 31, 2001
and 2000, respectively. Net revenues from the rental of moving related equipment
increased by $2.8 million. This increase is primarily attributable to higher
truck and trailer rental revenues and storage revenues, caused by increases in
prices and improvements in fleet utilization and storage occupancy.

     Net sales revenues were $40.3 million and $41.0 million for the quarters
ended December 31, 2001 and 2000, respectively.

     Cost of sales was $23.9 million and $21.6 million for the quarters ended
December 31, 2001 and 2000, respectively.

     Operating expenses before intercompany elimination were $247.0 million and
$252.0 million for the quarters ended December 31, 2001 and 2000, respectively.
The decrease reflects lower rental equipment and building maintenance
expenditures.

     Net depreciation expense was $26.2 million and $20.7 million for the
quarters ended December 31, 2001 and 2000, respectively.  The increase reflects
an increase in depreciation recognized on the rental truck fleet.

     Operating loss before tax and intercompany elimination was $18.0 million
and $19.1 million for the quarters ended December 31, 2001 and 2000,
respectively.  The increase reflects increases in revenues over increases in
operating expenses.


Real Estate Operations
     Rental revenue before intercompany eliminations was $17.4 million and $18.0
million for the quarters ended December 31, 2001 and 2000, respectively.
Intercompany revenue was $12.0 million and $17.8 million for the quarters ended
December 31, 2001 and 2000, respectively.

     Net investment and interest income was $2.1 million and $2.7 million for
the quarters ended December 31, 2001 and 2000, respectively.

     Net depreciation expense was $1.7 million and $4.4 million for the quarters
ended December 31, 2001 and 2000, respectively.  The decrease reflects the gain
realized from the sale of property plant and equipment.

     Operating profit before tax and intercompany elimination was $8.4 million
and $2.4 million for the quarters ended December 31, 2001 and 2000,
respectively.  The increase reflects increases in the sale of property plant and
equipment and a decrease in net lease cost.


<PAGE> 26
Property and Casualty

     RepWest's premiums were $64.7 million and $63.4 million for the quarters
ended September 30, 2001 and 2000, respectively.  General agency premiums were
$23.7 million and $17.3 million for the quarters ended September 30, 2001 and
2000, respectively.  The change from 2000 to 2001 was the result of Non-Standard
Auto, Transportation and commercial agency programs, which are responsible for
$6.0 million of the increase.  Assumed treaty reinsurance premium were $20.3
million and $27.5 million for the quarters ended September 30, 2001 and 2000,
respectively.  This decrease is mainly attributable to a $4.4 million decrease
in Crop Hail premiums from 2000 to 2001.  Direct Multiple Peril Premiums were
$10.0 million and $7.4 million for the quarters ended September 30, 2001 and
2000, respectively.  This increase is a result of rate increases that took
effect in the third quarter of 2001.

     Net investment income was $8.1 million and $8.0 million for the quarters
ended September 30, 2001 and 2000, respectively.

     Benefits and losses incurred were $65.6 million and $56.3 million for the
quarters ended September 30, 2001 and 2000, respectively.  The increase is a
result of Non-Standard Auto and Transportation general agency and Direct
Multiple Peril programs, offset by a decrease in Crop Hail business.

     The amortization of DAC was $6.2 million and $3.8 million for the quarters
ended September 30, 2001 and 2000, respectively.  The increase is due to the
increase in premium writings.

     Operating expenses were $13.8 million and $18.0 million for the quarters
ended September 30, 2001 and 2000, respectively.  The change is due to decreased
commission expense resulting from a commission cap that was reached on Non-
Standard Auto business, the non-renewal of numerous assumed reinsurance treaties
and a decrease in DAC, offset by an increase in general and administrative
expenses resulting from taxes associated with increased premium writings.

     Operating loss before tax and intercompany elimination was $12.8 million
and $6.8 million for the quarters ended September 30, 2001 and 2000,
respectively.  The decrease is mainly attributable to an increase in incurred
losses associated with Direct Multiple Peril business, along with a decrease in
the capitalization of DAC, offset by an increase in earned premiums and a
decrease in operating expenses.

<PAGE> 27
Life Insurance
     Net premiums were $42.2 million and $26.8 million for the quarters ended
September 30, 2001 and 2000, respectively.  Medicare Supplement premiums
increased by $15.0 million from new business, rate increases and the acquisition
of CFLIC.

     Net investment income before intercompany eliminations was $5.8 million for
the quarters ended September 30, 2001 and 2000.

     Benefits were $29.9 million and $18.5 million for the quarters ended
September 30, 2001 and 2000, respectively.  $11.7 million of the increase is due
to a greater volume of Medicare supplement business in force, of which the
acquisition of CFLIC accounts for the majority.

     Amortization of DAC and VOBA was $5.2 million and $4.8 million for the
quarters ended September 30, 2001 and 2000, respectively.  The increase is due
primarily to annuity DAC amortization.

     Operating expenses were $10.8 million and $6.6 million for the quarters
ended September 30, 2001 and 2000, respectively.  Commissions and premium taxes
have increased by $2.4 million primarily due to the increase in Medicare
supplement premiums.  Personnel and other operating expenses, net of fees
collected, increased by $1.2 million primarily from the acquisition of CFLIC.

     Operating profit before tax and intercompany eliminations was $2.1 million
and $2.6 million for the quarters ended September 30, 2001 and 2000,
respectively.  The decrease is primarily due to smaller spreads on the deferred
annuity business and higher loss ratios on the credit disability business offset
by improved loss ratios for the Medicare supplement business.

Interest Expense
     Interest expense was $18.0 million and $21.2 million for the quarters ended
December 31, 2001 and 2000, respectively.  The decrease can be attributed to
lower cost of funds on borrowed money.

Consolidated Group
     As a result of the foregoing, pretax loss was $30.2 million and $29.4
million for the quarters ended December 31, 2001 and 2000, respectively.  After
providing for income taxes, net loss was $20.2 million and $19.2 million for the
quarters ended December 31, 2001 and 2000, respectively.  Following deductions
for an extraordinary loss from the early extinguishment of debt, net loss was
$20.2 million and $21.3 million for the quarters ended December 31, 2001 and
2000, respectively.














<PAGE> 28
LIQUIDITY AND CAPITAL RESOURCES

Moving and Storage Operations
     To meet the needs of its customers, U-Haul maintains a large inventory of
rental items.  In the nine months ended December 31, 2001 and 2000, capital
expenditures were $144.1 million and $280.3 million, respectively (See note 7
for additional discussion).  These expenditures primarily reflect the renewal of
the rental truck fleet.  The capital required to fund these acquisitions was
obtained through internally generated funds from operations and through lease
financings.

     Cash provided by operating activities was $82.3 million and $27.5 million
for the nine months ended December 31, 2001 and 2000, respectively.  The
increase resulted primarily from a decrease in accounts receivable and an
increase in accrued liabilities.

     At December 31, 2001, total outstanding notes and loans payable was
$1,132.6 million as compared to $1,156.8 million at March 31, 2001.

Real Estate Operations
     Cash provided (used) by operating activities was $(36.4) million and $77.6
million for the nine months ended December 31, 2001 and 2000, respectively.  The
decrease resulted from a decrease in accrued liabilities.

Property and Casualty
     Cash provided (used) by operating activities was $(32.0) million and $20.3
million for nine months ended September 30, 2001 and 2000, respectively.  This
change resulted from increased accounts receivable, other assets, unearned
premium reserve and decreased net income from December 2000 to September 2001,
offset by an increase in loss and loss adjusting expense reserves and
reinsurance payables from December 2000 to September 2001.

     RepWest's cash and cash equivalents and short-term investment portfolio
were $6.3 million and $12.0 million at September 30, 2001 and 2000,
respectively.  The decrease is a result of an increase in claim payments.

     RepWest maintains a diversified securities investment portfolio, primarily
in bonds, at varying maturity levels with 87.0% of the fixed-income securities
consisting of investment grade securities.  The maturity distribution is
designed to provide sufficient liquidity to meet future cash needs.  Current
liquidity remains strong with current invested assets equal to 83.7% of total
liabilities.

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

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

     Cash provided (used) by operating activities was $4.8 million and $(0.3)
million for the nine months ended September 30, 2001 and 2000, respectively.
The increase in cash flows from operating activities relates to increased
premium writings and the timing of a settlement offset by higher claim payments.
Cash provided by financing activities was $32.1 million and $7.2 million for the
nine months ended September 30, 2001 and 2000, respectively.  Cash flows from
deferred annuity sales increase investment contract deposits, which are a
component of financing activities.  The increase in investment contract deposits
over 2000 is due to growth in new deposits offset by withdrawals and
terminations of existing deposits.

     In addition to cash flows from operating and financing activities, a
substantial amount of liquid funds is available through Oxford's short-term
portfolio. Short-term investments were $74.0 million and $59.7 million for the
nine months ended September 30, 2001 and 2000, respectively.  Management
believes that the overall sources of liquidity will continue to meet foreseeable
cash needs.
<PAGE> 29
Consolidated Group
     During each of the fiscal years ended March 31, 2002, 2003 and 2004, AMERCO
estimates gross capital expenditures will average approximately $200 million
primarily reflecting rental fleet rotation.  This level of capital expenditures,
combined with a potential range of $150 - $300 million in annual long-term debt
maturities during this same period, are expected to create annual average
funding needs of approximately $350 - $500 million.  The Company plans to meet
these needs through the cash flows, asset sales and various current and future
sources of credit (See Credit Agreements discussion below).  AMERCO has
historically enjoyed a substantial and predictable level of cashflow (EBITDAR)
from its non-insurance subsidiaries.  These cashflows are dependent on revenues
and expenses that can be impacted by economic trends.  In the past, the Company
has not been as affected by these economic trends as other businesses.  Cashflow
(defined as EBITDAR) is anticipated to range approximately from $400 million to
$425 million annually.  The sale of assets is less predictable and substantially
lower than the cashflows.  The sale of assets is dependant upon economic
conditions, the amount and nature of sale and leaseback transactions and
AMERCO's fleet rotation program.  In many cases, a decline in asset sales is
accompanied by a decrease in capital expenditures.

     The Company intends to meet these needs through cash flows, existing lines
of credit, additional borrowings and sale of assets.  We may be unable to
secure such additional borrowings on satisfactory terms or in a timely manner.
Depending on the results of our operations, and general and economic
competitive conditions, many of which we cannot control, we may take certain
actions, including delaying or reducing capital expenditures.

     From time to time, Real Estate sells storage properties to SAC Holdings.
These sales have in the past provided significant cash flows to the Company.
The ability of the Company to engage in similar transactions in the future is
dependent to a large degree on the ability of SAC Holdings to obtain third party
financing for its acquisition of the properties from Real Estate and in general,
its willingness to engage in such transactions.

Credit Agreements
     AMERCO's operations are funded by various credit and financing
arrangements, including unsecured long-term borrowings, unsecured medium-term
notes, revolving lines of credit with banks and operating leases.  The operating
leases are primarily used to finance Company's fleet of trucks and trailers.  As
of December 31, 2001, AMERCO had $1,132.6 million in total notes and loans
payable outstanding and total unutilized lines of credit of approximately $95.0
million.  The Company is in the process of refinancing its' $400 million
revolving credit facility.  The Company is also in the process of completing a
private unsecured debt placement.  In addition to the economic pressures, there
has been a reduction in leasing companies and banks, which has had a negative
impact on the financial markets.  This has led to less availability and higher
prices.  Management of AMERCO believes there are enough leasing companies and
banks to meet Company's financing needs.

     Certain of AMERCO's credit agreements contain restrictive financial and
other covenants, including, among others, covenants with respect to incurring
additional indebtedness, making third party guarantees, entering into contingent
obligations, maintaining certain financial ratios and placing certain additional
liens on its properties, assets and restricting the issuance of certain types of
preferred stock.  At December 31, 2001, AMERCO was in compliance with these
covenants.  AMERCO's various credit and financing arrangements are affected by
its credit ratings such that were AMERCO to experience a credit downgrade, the
interest rates that it is charged might be increased, which would result in an
increase in the Company's interest expense and its ability to obtain addtional
financing.

     Reference is made to Note 5 of Notes to Consolidated Financial Statements
in AMERCO's Annual Report on Form 10-K for the fiscal year ended March 31, 2001
for additional information about AMERCO's credit agreements.
<PAGE> 30
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Reference is made to Part II, Item 7A, Quantitative and Qualitative
Disclosure About Market Risk, in AMERCO's Annual Report on Form 10-K for the
fiscal year ended March 31, 2001.
<PAGE> 31
PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     In the normal course of business, AMERCO is a defendant in a number of
suits and claims.  AMERCO is also a party to several administrative proceedings
arising from state and local provisions that regulate the removal and/or cleanup
of underground fuel storage tanks.  It is the opinion of management that none of
the suits, claims or proceedings involving AMERCO, individually or in the
aggregate, are expected to result in a material loss.
<PAGE> 32

                        ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

          3.1     Restated Articles of Incorporation
          3.2     Restated By-Laws of AMERCO as of August 27, 1997 (1)
         10.1     Management Agreement between Eighteen SAC Self Storage
                  Corporation and subsidiaries of AMERCO
         10.2     Management Agreement between Twenty SAC Self Storage
                  Corporation and subsidiaries of AMERCO
         10.3     Management Agreement between Twenty-One SAC Self Storage
                  Corporation and subsidiaries of AMERCO
         10.4     Management Agreement between Twenty-Two SAC Self Storage
                  Corporation and subsidiaries of AMERCO
         10.5     Management Agreement between Twenty-Three SAC Self Storage
                  Corporation and subsidiaries of AMERCO

(b) Reports on Form 8-K.

            No report on Form 8-K was filed during the quarter ended
            December 31, 2001.

_________________

(1)  Incorporated by reference to AMERCO's Quarterly Report on Form 10-Q
     for the quarter ended December 31, 1997, file no. 1-11255.

<PAGE> 33
SIGNATURES

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


                                  AMERCO
                                  ____________________________________
                                           (Registrant)


Dated: February 15, 2002             By: /S/ GARY B. HORTON
                                  ____________________________________
                                       Gary B. Horton, Treasurer
                                     (Principal Financial Officer)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>article.txt
<DESCRIPTION>RESTATED ARTICLES OF INCORPORATION
<TEXT>
<PAGE>
                                   RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                                    AMERCO

     The undersigned President and Secretary of AMERCO, in
accordance with Section 78.403 of the General Corporation Law of
Nevada, restate the Articles of Incorporation and to that end set
forth that:

     1.   The name of the Corporation is AMERCO.

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

     3.   The nature of the business and the objects and purposes to
be transacted, promoted, or carried on by the Corporation are to
engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Nevada
including but not in any way limited to acting as holding
company, and acquiring by purchase, merger, or otherwise, wholly
or partially owned subsidiary corporations.

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

     5.   The total number of shares of common stock which this
corporation is authorized to issue is (i) One Hundred and Fifty
Million (150,000,000) shares of common stock with a par value of
Twenty-five Cents ($0.25) per share ("Common Stock"), and (ii)
One Hundred and Fifty Million (150,000,000) shares of common
stock ("Serial Common Stock"), with the Board of Directors having
authority to issue shares of Serial Common Stock in one or more
series (the number of shares of each series being determined by
the Board of Directors), with or without par value, and with such
voting powers, designations, preferences, limitations,
restrictions, and relative rights as shall be stated or expressed
in the resolution regarding such Serial Common Stock adopted by
the Board of Directors pursuant to the authority expressly vested
in it by this provision of the Articles of Incorporation, or any
amendment thereto.  For purposes of these Articles of
Incorporation, the term "common stock" includes Common Stock and
Serial Common Stock.  The voting powers, designations,
preferences, limitations, restrictions, and relative rights of
the Series A Common Stock are described on Exhibit A attached
                                           ---------
hereto.  The voting powers, designations, preferences,
limitations, restrictions, and relative rights of the Series B
Common Stock are described on Exhibit B attached hereto.
                              ---------

     In addition to the common stock authorized to be issued by
the foregoing paragraph, this corporation is authorized to issue
Fifty Million (50,000,000) shares of Preferred Stock with the
Board of Directors having authority to issue such shares in one
or more series (the number of shares of each series being
determined by the Board of Directors), with or without par value,
and with such voting powers, designations, preferences
limitations, restrictions, and relative right as shall be stated
or expressed in the resolution regarding such preferred stock
adopted by the Board of Directors pursuant to the authority
expressly vested in it by this provision of the Articles of

<PAGE>
Incorporation, or any amendment thereto.  The voting powers,
designations, preferences, limitations, restrictions, and
relative rights of the Series A Preferred  Stock are described on
Exhibit C attached hereto.  The voting powers, designations,
- ---------
preferences, limitations, restrictions, and relative rights of
the Series B Preferred Stock are described on Exhibit D attached
                                              ---------
hereto.

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

     A.   BOARD OF DIRECTORS.  The Board of Directors shall consist of
     not less than 4 nor more than 8 directors, the exact number of
     directors to be determined from time to time solely by a
     resolution adopted by an affirmative vote of a majority of the
     entire Board of Directors.  The directors shall be divided into
     four classes, designated Class I, Class II, Class III and Class
     IV.  Subject to applicable law, each class shall consist, as
     nearly as may be possible, of one-fourth of the total number of
     directors constituting the entire Board of Directors.  At the
     1990 Annual Meeting of Stockholders, Class I directors shall be
     elected for a one-year term, Class II directors for a two-year
     term, Class III directors for a three-year term, and Class IV
     directors for a four-year term.  At each succeeding annual
     meeting of stockholders, commencing in 1991, successors to the
     class of directors whose term expires at the annual meeting shall
     be elected or reelected for a four-year term.

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

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

          Directors need not be stockholders.  The names and
     addresses of the current members of the board of Directors
     are:

     NAME                          ADDRESS
     ----                          -------

     Edward J. Shoen               2727 N. Central Ave.
                                   Phoenix, AZ 85004

     Mark V. Shoen                 2727 N. Central Ave.
                                   Phoenix, AZ 85004

<PAGE>
     James P. Shoen                2727 N. Central Ave.
                                   Phoenix, AZ 85004

     Richard J. Herrera            2727 N. Central Ave.
                                   Phoenix, AZ 85004

     John M. Dodds                 2727 N. Central Ave.
                                   Phoenix, AZ 85004

     Charles J. Bayer              2727 N. Central Ave.
                                   Phoenix, AZ 85004

     W.E. Carty                    2727 N. Central Ave.
                                   Phoenix, AZ 85004

     Aubrey K. Johnson             2727 N. Central Ave.
                                   Phoenix, AZ 85004

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

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

     (ii) Subject to the applicable provisions of the By-Laws then in
     effect, to determine, from time to time, whether and to what
     extent, and at what times and places, and under what conditions
     and regulations, the accounts and books of the Corporation, or
     any of them, shall be open to stockholder inspection.  No
     stockholder shall have any right to inspect any of the accounts,
     books or documents of the Corporation, except as permitted by
     law, unless and until authorized to do so by resolution of the
     Board of Directors or of the Stockholders of the Corporation;

     (iii)     To authorize and issue, without stockholder consent,
     obligations of the Corporation, secured and unsecured, under such
     terms and conditions as the Board, in its sole discretion, may
     determine, and to pledge or mortgage, as security therefor, any

<PAGE>
     real or personal property of the Corporation, including after-
     acquired property;

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

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

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

     (vii)     To designate, by resolution or resolutions passed by a
     majority of the whole Board, one or more committees, each
     consisting or two or more directors, which, to the extend
     permitted by law and authorized by the resolution or the By-Laws,
     shall have and may exercise the powers of the Board;

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

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

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

     7.   [Intentionally Omitted as provided for in N.R.S. 78.403(3)].

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

<PAGE>
instruments evidencing rights or options to subscribe for,
purchase or otherwise acquire such shares.

     9.   No contract or other transaction between this Corporation
and any other Corporation shall be void or voidable because of
the fact that any of the directors of this Corporation are
interested in, or are directors of, such other Corporation,
provided that the fact that he or such other Corporation is so
interested shall be disclosed or shall have been known to the
Board of Directors of this Corporation; and any director of the
Corporation who is also a director or officer of such other
Corporation, or is so interested, may be counted in determining
the existence of a quorum at any meeting of the Board of
Directors of the Corporation which shall authorize such contract
or transaction, and may vote thereat to authorize any such
contract or transaction, with like force and effect as if he were
not such director or officer of such other corporation or not so
interested.

     10.  The duration of this Corporation shall be perpetual.

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

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

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

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

     (D)  Any plan or proposal for liquidation or dissolution of this
     corporation if any Shareholder of this corporation is an
     Interested Stockholder; or

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

     As used herein, Interested Stockholder shall mean any
person, firm, corporation or other entity which, as of the record
date for the determination of Shareholders entitled to notice of
and to vote on any of the above transactions, is the beneficial
owner, directly or indirectly, of more than five percent (5%) of
any class of voting stock of this corporation.  For the purposes
hereof, any person, firms, corporation or other entity shall be
deemed to be the beneficial owner of any shares of voting stock
of this corporation which (i) it has the right to acquire
pursuant to any agreement or upon exercise of conversion rights,

<PAGE>
warrants or options, or otherwise, or (ii) are owned, directly or
indirectly (including shares deemed owned through the application
of clause (i) above), by any other person, firm, corporation or
other entity with which it has any agreement, arrangement or
understanding with respect to the acquisition, holding, voting or
disposition of stock of this corporation, or which is its
"affiliate" or "associate" as those terms are defined in the
Rules and Regulations under the Securities Exchange Act of 1934,
as amended.

     The Board of Directors of this corporation shall have the
power and duty, by resolution adopted by the affirmative vote of
a majority of the whole Board of Directors, to determine (and
such determination shall be conclusive) for the purposes of this
Article 11, on the basis of information known to it, whether (i)
any person, firm, corporation or other entity is the beneficial
owner, directly or indirectly, of more than five percent (5%) of
any class of voting stock of this corporation, (ii) any proposed
sale, lease, exchange or other disposition involves all or
substantially all of the assets of this corporation, or (iii) any
person, firm, corporation or other entity has any agreement,
arrangement or understanding with respect to the acquisition,
holding, voting or disposition of stock of this corporation with
any other person, firm, corporation or other entity.

     Notwithstanding any other provision of these Articles of
Incorporation, the affirmative vote of the holders of two-thirds
(2/3) of the outstanding shares of common stock of this
corporation entitled to vote shall be required to amend, alter,
change or repeal, or to adopt any provision inconsistent with,
this Article 11.

     The respective two-thirds voting requirements specified
above for any of the transactions referred to in any one or more
of paragraphs A through E above, or to amend, alter, change or
repeal, or to adopt any provision inconsistent with, this Article
11, shall not be applicable to a proposed action which has been
approved or recommended by majority of the Disinterested
Directors.  As used herein, a "Disinterested Director" means (i)
any Director of the corporation who was a Director as of July 24,
1988, or (ii) was thereafter elected by the Shareholders or
appointed by the Board of Directors of this corporation and was
not at the time of such election or appointment associated with
or an affiliate of an Interested Stockholder directly or
indirectly involved in the transaction or proposal before the
Board of Directors, or (iii) a person designated, before his
election or appointment as a Director, as a Disinterested
Director by a majority of Disinterested Directors then on the
Board.

<PAGE>
     12.  Stockholder action by written consent is prohibited.  This
Article 12 may be amended only by the affirmative vote of two-
thirds of all of the outstanding shares of common stock of the
Corporation entitled to vote, which vote must be by ballot at a
duly constituted meeting of the Stockholders, the notice of which
meeting must include the proposed amendment.

     In Witness Whereof, we have executed the foregoing Restated
Articles of Incorporation of AMERCO this 23rd day of January,
1997.



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



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


<PAGE>
STATE OF ARIZONA    )
                    )    ss.
County of Maricopa  )


     The foregoing instrument was acknowledged before me this
23rd day of January, 1997, by Edward J. Shoen, President of
AMERCO, a Nevada corporation, on behalf of the corporation.


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

My commission expires:


5-22-99
- -----------------------------


STATE OF ARIZONA    )
                    )    ss.
County of Maricopa  )


     The foregoing instrument was acknowledged before me this
23rd day of January, 1997, by Gary V. Klinefelter, Secretary of
AMERCO, a Nevada corporation, on behalf of the corporation.


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

My commission expires:


5-22-99
- -----------------------------

<PAGE>
                                   EXHIBIT A

                                    AMERCO

                             SERIES A COMMON STOCK



     (a)  DESIGNATION.  A series of Serial Common Stock (as defined in
          ------------
the Articles of Incorporation) is hereby designated "Series A
Common Stock."  The number of shares constituting the Series A
Common Stock is 10,000,000.  Shares of the Series A Common Stock
shall have a par value of $0.25.

     (b)  DIVIDENDS AND DISTRIBUTIONS.  Shares of the Series A Common
          ----------------------------
Stock shall be entitled to receive such dividends and
distributions as may be declared by the Board of Directors from
time to time and shall be payable, when and as declared by the
Board of Directors.

     (c)  CONVERSION.  The holders of shares of the Series A Common
          -----------
Stock shall not have any rights to convert such shares into or
exchange such shares for shares of any other class or classes or
of any other series of any class or classes of stock of the
Corporation.

     (d)  VOTING.  The shares of the Series A Common Stock shall be
          -------
entitled to one vote per share.

     (e)  LIQUIDATION RIGHTS.  Upon the dissolution, liquidation, or
          -------------------
winding up of the affairs of the Corporation, whether voluntary
or involuntary, the Series A Common Stock shall be entitled to
distribution of the assets of the Company on a pari passu basis
with the Company's common stock, $0.25 par value.

<PAGE>

                                   EXHIBIT B

                                    AMERCO

                             SERIES B COMMON STOCK



     (a)  DESIGNATION.  A series of Serial Common Stock (as defined in
          ------------
the Articles of Incorporation) is hereby designated "Series B
Common Stock."  The number of shares constituting the Series B
Common Stock is 10,000,000.  Shares of the Series B Common Stock
shall have a par value of $0.25.

     (b)  DIVIDENDS AND DISTRIBUTIONS.  Shares of the Series B Common
          ----------------------------
Stock shall be entitled to receive such dividends and
distributions as may be declared by the Board of Directors from
time to time on a pari passu basis with the Corporation's Common
Stock and Series A Common Stock and shall be payable, when and as
declared by the Board of Directors.

     (c)  CONVERSION.  The holders of shares of the Series B Common
          -----------
Stock shall not have any rights to convert such shares into or
exchange such shares for shares of any other class or classes or
of any other series of any class or classes of stock of the
Corporation.

     (d)  VOTING.  The shares of the Series B Common Stock shall be
          -------
entitled to one-tenth (1/10) of one vote per share.

     (e)  Liquidation Rights.  Upon the dissolution, liquidation, or
          --------------------
winding up of the affairs of the Corporation, whether voluntary
or involuntary, the Series B Common Stock shall be entitled to
distribution of the assets of the Corporation on a pari passu
basis with the Corporation's Common Stock and Series A Common
Stock.

<PAGE>
                                  EXHIBIT C

                                   AMERCO

                          SERIES A PREFERRED STOCK

     (a)  Designation.  A series of preferred stock is hereby
          ------------
designated "Series A 8 1/2% Preferred Stock."  The number of shares
constituting the Series A Preferred Stock is 6,100,000.  Shares
of the Series A Preferred Stock shall have a liquidation
preference of $25.00 per share and shall have no par value.

     (b)  Dividend Rate.
          --------------

          (i)  Shares of the Series A Preferred Stock shall be
     entitled to receive dividends at a fixed annual rate of
     $2.125 per share.  Such dividends shall be cumulative from
     the date of original issue of such shares and shall be
     payable, when and as declared by the Board of Directors,
     quarterly for each of the quarters ending February, May,
     August, and November of each year, payable in arrears on the
     first business day that is not a legal holiday of each
     succeeding March, June, September, and December, commencing
     December 1, 1993.  Each such dividend shall be paid to the
     holders of record of shares of the Series A Preferred Stock
     as they appear on the stock records of the Corporation on
     the applicable record date, not exceeding 15 days preceding
     the payment date thereof, as shall be fixed by the Board of
     Directors.  Dividends on account of arrears for any past
     dividend periods may be declared and paid at any time,
     without reference to any regular dividend payment date, to
     holders of record on such date as may be fixed by the Board
     of Directors, which shall not exceed 15 days preceding such
     dividend payment date thereof.

          (ii) No dividends shall be declared or paid or set
     apart for payment on any shares of any class or classes of
     stock of the Corporation or any series thereof ranking, as
     to dividends, on a parity with or junior to the Series A
     Preferred Stock for any period unless full cumulative
     dividends have been or contemporaneously are declared and
     paid, or declared and a sum sufficient for the payment
     thereof set apart for such payment, on the Series A
     Preferred Stock for all dividend payment periods terminating
     on or prior to the date of payment of such dividend.  When
     dividends are not paid in full, as aforesaid, upon the
     shares of the Series A Preferred Stock and any others shares
     of any class or classes of stock or series thereof ranking
     on a parity as to dividends with the Series A Preferred
     Stock, all dividends declared upon shares of the Series A
     Preferred Stock and any other shares of such class or
     classes of series thereof ranking on a parity as to
     dividends with the Series A Preferred Stock shall be
     declared pro rata so that the amount of dividends declared
     per share of the Series A Preferred Stock and such other
     shares shall in all cases bear to each other the same ratio
     that accrued dividends per share on the shares of the Series
     A Preferred Stock and such other shares bear to each other.
     Holders of shares of the Series A Preferred Stock shall not
     be entitled to any dividend, whether payable in cash,
     property or stock, in excess of full cumulative dividends,
     as herein provided, on the Series A Preferred Stock.  No
     interest, or sum of money in lieu of interest, shall be

<PAGE>
     payable in respect of any dividend payment or payments on
     the Series A Preferred Stock that may be in arrears.

          (iii)     So long as any shares of the Series A
     Preferred Stock are outstanding, no dividend (other than a
     dividend in common stock or in any other shares ranking
     junior to the Series A Preferred Stock as to dividends and
     upon Liquidation (as defined in subsection (f)(i) and other
     than as provided in paragraph (ii) of this subsection (b))
     shall be declared or paid or set aside for payment or other
     distribution declared or made upon the shares of any class
     or classes of stock of the Corporation or any series thereof
     ranking junior to or on a parity with the Series A Preferred
     Stock as to dividends or upon Liquidation nor shall any of
     the shares of any class or classes of stock of the
     Corporation or any series thereof ranking junior to or on a
     parity with the Series A Preferred Stock as to dividends or
     upon Liquidation be redeemed, purchased, or otherwise
     acquired or any consideration paid (or any moneys be paid to
     or made available for a sinking fund for the redemption of
     any such shares) by the Corporation, or any subsidiary
     thereof (except by conversion into or exchange for shares
     of the Corporation ranking junior to the Series A Preferred
     Stock as to dividends and upon liquidation), unless, in each
     case, the full cumulative dividends on all outstanding
     shares of the Series A Preferred Stock shall have been or
     contemporaneously are declared and paid, or declared and a
     sum sufficient for payment thereof is set apart for payment,
     for all past dividend payment periods.

          (iv) Dividends payable on the Series A Preferred Stock
     for any period less than a full quarterly dividend period,
     and for the dividend period beginning on the date of
     issuance of the shares of the Series A Preferred Stock,
     shall be computed on the basis of a 360-day year consisting
     of 12 30-day months.  The amount of dividends payable on
     shares of the Series A Preferred Stock for each full
     quarterly dividend period shall be computed by dividing by 4
     the annual rate per share set forth above in subsection (b)(i).

     (c)  Redemption.
          -----------

          (i)  The shares of the Series A Preferred Stock shall
     not be redeemable prior to December 1, 2000.  On and after
     December 1, 2000, the Corporation, at its option, may redeem
     shares of the Series A Preferred Stock, as a whole or in
     part, for cash, at any time or from time to time, at a
     redemption price of $25.00 per share plus, in each case,
     accrued and unpaid dividends thereon to the date fixed for
     redemption.

          (ii) In the event that fewer than all the outstanding
     shares of the Series A Preferred Stock are to be redeemed,
     the number of shares to be redeemed shall be determined by
     the Board of Directors and the shares to be redeemed shall
     be determined by lot or pro rata as may be determined by the
     Board of Directors or by any other method as may be
     determined by the Board of Directors in its sole discretion
     to be equitable.

          (iii)     In the event the corporation shall redeem
     shares of the Series A Preferred Stock, notice of such
     redemption shall be given by first class mail, postage
     prepaid, mailed not less than 30 nor more than 60 days prior
     to the redemption date, to each holder of record of the shares
     to be redeemed, at such holder's address as the same
     appears on the stock records of the Corporation, or by
     publishing notice thereof in The Wall Street Journal or The
                                  -----------------------    ---
     New York Times, or, if neither such newspaper is then being
     --------------

<PAGE>
     published, any other daily newspaper of national circulation
     (each, an "Authorized Newspaper").  If the Corporation
     elects to provide such notice by publication, it shall also
     promptly mail notice of such redemption to each holder of
     the shares of the Series A Preferred Stock to be redeemed.
     Each such mailed or published notice shall state:  (v) the
     redemption date; (w) the number of shares of the Series A
     Preferred Stock to be redeemed and, if fewer than all the
     shares held by such holder are to be redeemed, the number
     of such shares to be redeemed from such holder; (x)
     the redemption price; (y) the place or places where
     certificates for such shares are to be surrendered by payment
     of the redemption price; and (z) that dividends on the shares
     to be redeemed will cease to accrue on such redemption date.
     No defect in the notice of redemption or in the mailing thereof
     shall affect the validity of the redemption proceedings, and
     the failure to give notice to any holder of shares of the
     Series A Preferred Stock to be so redeemed shall not affect the
     validity of the notice given to the other holders of shares
     of the Series A Preferred Stock to be so redeemed.

          (iv) Notice having been mailed as aforesaid, then,
     notwithstanding that the certificates evidencing the shares
     of the Series A Preferred Stock shall not have been
     surrendered, from and after the redemption date (unless
     default shall be made by the Corporation in providing money
     for the payment of the redemption price) dividends on the
     shares of the Series A Preferred Stock so called for
     redemption shall cease to accrue, and said shares shall no
     longer be deemed to be outstanding, and all rights of the
     holders thereof as stockholders (including dividend and
     voting rights) of the Corporation (except the right to
     receive from the Corporation the redemption price) shall
     cease.  Upon surrender in accordance with said notice of the
     certificates for any shares so redeemed (properly endorsed
     or assigned for transfer, if the Board of Directors shall so
     require and the notice shall so state), such shares shall be
     redeemed by the Corporation at the redemption price
     aforesaid.  In case fewer than all the shares represented by
     any such certificate are redeemed, a new certificate shall
     be issued representing the unredeemed shares without cost to
     the holder thereof.

          (v)  Any shares of the Series A Preferred Stock that
     shall at any time have been redeemed shall, after such
     redemption, in the discretion of the Board of Directors of
     the Corporation, be (x) held in treasury or (y) resume the
     status of authorized but unissued shares of preferred stock,
     without designation as to series, until such shares are once
     more designated as part of a particular series by the Board
     of Directors.

          (vi) Notwithstanding the foregoing provisions of this
     subsection (c), if any dividends on the Series A Preferred
     Stock are in arrears, no shares of the Series A Preferred
     Stock shall be redeemed unless all outstanding shares of the
     Series A Preferred Stock are simultaneously redeemed, and
     the Corporation shall not, and shall not permit any
     subsidiary thereof to, purchase or otherwise acquire any
     shares of the Series A Preferred Stock; provided, however,
                                             --------  -------
     that the foregoing shall not prevent the purchase or
     acquisition of shares of the Series A Preferred Stock
     pursuant to a purchase or exchange offer made on the same
     terms to holders of all outstanding shares of the Series A
     Preferred Stock.

<PAGE>
     (d)  Conversion.  The holders of shares of the Series A
          -----------
Preferred Stock shall not have any rights herein to convert such
shares into or exchange such shares for shares of any other class
or classes or of any other series of any class or classes of
stock of the Corporation.

     (e)  Voting.  The shares of the Series A Preferred Stock
          -------
shall not have any voting powers either general or special,
except as required by law and except that:

          (i)  So long as any of the shares of the Series A
     Preferred Stock are outstanding, the consent of the holders
     of at least two-thirds of all the shares of the Series A
     Preferred Stock at the time outstanding, given in person or
     by proxy, either in writing or by a vote at a meeting called
     for the purpose at which the holders of shares of the Series A
     Preferred Stock shall vote together as a separate class,
     shall be necessary for authorizing, affecting or validating
     the amendment, alteration, or repeal of any of the
     provisions of the Articles of Incorporation of the
     Corporation or of any certificate amendatory thereof or
     supplemental thereto (including any certificate of amendment
     or any similar document relating to any series of preferred
     stock) that would adversely affect the powers, preferences,
     or special rights of the Series A Preferred Stock, including
     the creation or authorization of any class of stock that
     ranks senior to the Series A Preferred Stock with respect to
     dividends or upon Liquidation.  Any amendment or any
     resolution or action of the Board of Directors that would
     create or issue any series of preferred stock out of the
     authorized shares of preferred stock, or that would
     authorize, create, or issue any shares or class of stock
     (whether or not already authorized), ranking junior to or on
     a parity with the Series A Preferred Stock with respect to
     the payment of dividends and distribution and distributions
     upon any Liquidation, shall not be considered to affect
     adversely the powers, preferences, or special rights of the
     outstanding shares of the Series A Preferred Stock;

          (ii) In the event that the Corporation shall have
     failed to declare and pay or set apart for payment in full
     the dividends accumulated on the outstanding shares of the
     Series A Preferred Stock for any six quarterly dividend
     payment periods, whether or not consecutive, and all such
     preferred dividends remain unpaid (a "Preferred Dividend
     Default"), the holders of outstanding shares of the Series A
     Preferred Stock, voting together as a class with the holders
     of all other series of preferred stock then entitled to vote
     on the election of such directors, shall be entitled to
     elect two directors to the Board of Directors of the
     Corporation until the full dividends accumulated on all
     outstanding shares of the Series A Preferred Stock have been
     declared and paid in full.  Upon the occurrence of a
     Preferred Dividend Default, the Board of Directors shall
     within 10 business days (any day other than a day that is a
     Saturday, Sunday, or legal holiday on which banks are
     authorized to close in New York, New York) of such default
     call a special meeting of the holders of shares of the
     Series A Preferred Stock and all other holders of a series
     of preferred stock who are then entitled to participate in
     the election of such two directors for the purpose of
     electing the two directors provided by the foregoing
     provisions; provided that, in lieu of holding such meeting,
                 --------
     the holders of record of a majority of the outstanding
     shares of the Series A Preferred Stock and all other series
     of preferred stock who are then entitled to participate in
     the election of such two directors may, by action taken by
     written consents permitted by law and the Articles of
     Incorporation and the Bylaws of the Corporation, elect such
     two directors.  If and when all accumulated dividends on the

<PAGE>
     shares of the Series A Preferred Stock have been declared
     and paid or set aside for payment in full, the holders of
     shares of the Series A Preferred Stock shall be divested of
     the special voting rights provided by this paragraph,
     subject to revesting in the event of each and every
     subsequent Preferred Dividend Default.  Upon termination of
     such special voting rights attributable to all holders of
     shares of the Series A Preferred Stock and any other series
     of preferred stock, each director elected by the holders of
     shares of the Series A Preferred Stock and the holders of
     any other series of preferred stock (hereinafter referred to
     as a "Preferred Stock Director") pursuant to such special
     voting rights shall, without further action, be deemed to
     have resigned, subject always to the election of directors
     pursuant to the foregoing provisions in case of a future
     Preferred Dividend Default.  Any Preferred Stock Director
     may be removed at any time with or without cause by, and
     shall not be removed otherwise than by, the vote of the
     holders of record of two-thirds of the outstanding shares of
     the Series A Preferred Stock and all other series of
     preferred stock who were entitled to participate in such
     Preferred Stock Director's election, voting as a separate
     class, at a meeting called for such purpose or by written
     consent as, and to the extent, permitted by law and the
     Articles of Incorporation and the Bylaws of the Corporation.
     So long as a Preferred Dividend Default shall continue, any
     vacancy in the office of a Preferred Stock Director shall be
     filled by written consent of the Preferred Stock Director
     remaining in office or, if none remains in office, by vote
     of the holders of record of a majority of the outstanding
     shares of the Series A Preferred Stock and all other series
     of preferred stock who are then entitled to participate in
     the election of such Preferred Stock Directors as provided
     above.  As long as a Preferred Dividend Default shall
     continue, holders of shares of the Series A Preferred Stock
     shall not, as such stockholders, be entitled to vote on the
     election or removal of directors other than Preferred Stock
     Directors, but shall not be divested of any other voting
     rights provided to such stockholders by law with respect to
     any other matter to be acted upon by the stockholders of the
     Corporation.  The Preferred Stock Directors shall each be
     entitled to one vote per director on any matter.

     (f)  Liquidation Rights.
          -------------------

          (i)  Upon the dissolution, liquidation, or winding up
     of the affairs of the Corporation, whether voluntary or
     involuntary (collectively, a "Liquidation"), after payment
     or provision for payment has been made of the debts and
     other liabilities of the corporation and payment or
     provision for payment has been made on all amounts required
     to be paid in respect of all outstanding shares of any class
     or classes of stock of the Corporation or series thereof
     ranking senior to the shares of the Series A Preferred
     Stock, the holders of the shares of the Series A Preferred
     Stock shall be entitled, subject to paragraph (iv) of this
     subsection (f), to receive out of the assets of the
     Corporation, before any payment or distribution shall be
     made on common stock or on any other class of stock ranking
     junior to preferred stock upon Liquidation, the amount of
     $25.00 per share, plus a sum equal to all dividends (whether
     or not earned or declared) on such shares accrued and unpaid
     thereon to the date of final distribution.

          (ii) Neither the sale, transfer, or lease of all or any
     part of the property or business of the Corporation, nor the
     merger or consolidation of the Corporation into or with any
     other corporation or the merger or consolidation of any

<PAGE>
     other corporation into or with the Corporation, shall be
     deemed to be a Liquidation for the purposes of this
     subsection (f).

          (iii)     After the payment to the holders of the
     shares of the Series A Preferred Stock of the full
     preferential amounts provided for in this subsection (f) the
     holders of the Series A Preferred Stock as such shall have
     no right or claim to any of the remaining assets of the
     Corporation and the shares of the Series A Preferred Stock
     shall no longer be deemed to be outstanding or be entitled
     to any other powers, preferences, rights, or privileges,
     including voting rights, and such shares shall be
     surrendered for cancellation to the Corporation.

          (iv) In the event the assets of the Corporation
     available for distribution to the holders of shares of the
     Series A Preferred Stock upon any Liquidation shall be
     insufficient to pay in full all amounts to which such
     holders are entitled pursuant to paragraph (i) of this
     subsection (f), no such distribution shall be made on
     account of any shares of any series of preferred stock
     ranking on a parity with the shares of the Series A
     Preferred Stock upon such Liquidation unless proportionate
     distributive amounts shall be paid on account of the shares
     of the Series A Preferred Stock, ratably, in proportion to
     the full distributable amounts to which holders of all such
     parity shares are respectively entitled upon such
     Liquidation.

     (g)  Priority.  Any shares of any class or classes of the
          ---------
Corporation or series thereof shall be deemed to rank:

          (i)  Prior to the shares of the Series A Preferred
     Stock, either as to dividends or upon Liquidation, if the
     holders of such class or classes shall be entitled to the
     receipt of dividends or of amounts distributable upon
     Liquidation of the Corporation, in preference or priority to
     the holders of shares of the Series A Preferred Stock;

          (ii) On a parity with shares of the Series A Preferred
     Stock, either as to dividends or upon Liquidation, whether
     or not the dividend rates, dividend payment dates, or
     redemption or Liquidation prices per share or sinking fund
     provisions, if any, be different from those of the Series A
     Preferred Stock, if the holders of such shares shall be
     entitled to the receipt of dividends or of amounts
     distributable upon Liquidation of the Corporation, in
     proportion to their respective dividend rates or Liquidation
     prices, without preference or priority, one over the other,
     as between the holders of such shares and the holders of
     shares of the Series A Preferred Stock; and

          (iii)     Junior to shares of the Series A Preferred
     Stock, either as to dividends or upon Liquidation, if such
     class is common stock or if the holders of shares of the
     Series A Preferred Stock shall be entitled to receipt of
     dividends or of amounts distributable upon Liquidation of
     the Corporation, in preference or priority to the holders of
     shares of such class or classes.

     (h)  Sinking or Retirement Fund.  The shares of the Series A
          ---------------------------
Preferred Stock shall not be entitled to the benefit of a sinking
or retirement fund to be applied to the purchase or redemption of
such shares.

<PAGE>
     (i)  Miscellaneous.
          --------------

          (i)  Subject to paragraph (iii) of subsection (c)
     above, all notices referred to herein shall be in writing,
     and all notices hereunder shall be deemed to have been given
     upon the earlier of receipt thereof or three business days
     after the mailing thereof if sent by first class mail with
     postage prepaid, addressed:  if to the Corporation, to its
     offices at 1325 Airmotive Way, Suite 100, Reno, Nevada 89502-
     3239 (Attention:  Secretary); if to a holder, to the address
     thereof shown on the security register maintained by the
     registrar for the Series A Preferred Stock; or to such other
     address as the Corporation or holder, as the case may be,
     shall have designated by notice similarly given.

          (ii) In the event a holder of shares of the Series A
     Preferred Stock shall not by written notice designate the
     name to whom payment upon redemption of any shares of the
     Series A Preferred Stock should be made or the address to
     which the certificate or certificates representing such
     shares, or such payment, should be sent, the Corporation
     shall be entitled to register such shares, and make such
     payment, in the name of the holder of such shares as shown
     on the records of the Corporation and to send the
     certificate or certificates representing such shares, or
     such payment, to the address of such holder shown on the
     records of the Corporation.

<PAGE>
                                  EXHIBIT D

                                   AMERCO

                           SERIES B PREFERRED STOCK

     The Series Designated as Series B Preferred Stock (the
"Series B Preferred"), will consist of 100,000 shares and will
have the designations, preferences, voting powers, relative,
participating, optional or other special rights and privileges,
and the qualifications, limitations and restrictions described
below.  Shares of the Series B Preferred shall have liquidation
rights as provided in Section 2 and shall have no par value.
Certain capitalized terms used below have the meanings given in
Section 11.

1.   DIVIDENDS AND DISTRIBUTIONS.

     A.   REGULAR DIVIDENDS.  Subject to the prior rights of the
holders of Senior Shares, if any, the Holder, in preference to
the holders of Junior Shares, shall be entitled, in conjunction
with any provision then being made for the holders of Parity
Shares, to receive, when, as and if declared by the Board of
Directors, out of any funds of the Corporation lawfully available
for the payment of dividends, payable on the last day of each
Payment Period, cumulative cash dividends at, but not exceeding,
(i) the product of the Conversion Value times the Floating Rate,
plus (ii) any Additional Amounts, payable on the last day of each
Payment Period following the date of this Certificate.  If the
stated dividends are not paid in full, the Series B Preferred and
all Parity Shares shall share ratably in the payment of
dividends, including accumulations thereof, if any, on such
shares in accordance with the sums that would be payable on such
shares if all dividends were paid in full.

     B.   NOTICE.  The Holder will notify the Corporation of any
event occurring after the date of this Certificate which will
entitle the Holder to receive any Additional Amounts as promptly
as practicable after it obtains knowledge thereof but in any
event within thirty (30) days after it obtains knowledge thereof
and determines to request such compensation.  Determinations and
allocations by the Holder for purposes hereof of the effect of
any Regulatory Change on its costs of purchasing or holding the
Series B Preferred or on amounts receivable by it in respect of
the Series B Preferred and of the additional amounts required to
compensate the Holder in respect of any Additional Amounts, shall
be prima facie valid provided that such determinations and
allocations are made on a reasonable basis.

     C.   PRIORITY.  Any and all dividends payable on the Series
B Preferred shall be paid in preference and in priority to the
payment of dividends or distributions on any Junior Shares.  So
long as any Series B Preferred shares are outstanding, no
dividends whatever shall be paid or declared, nor shall any
distribution be made, on any Junior Shares, other than a dividend
or distribution payable in Junior Shares, nor shall the
Corporation or any subsidiary of the Corporation purchase, redeem
or otherwise acquire for a consideration any Junior Shares,
unless full cumulative dividends have been or contemporaneously
are declared and paid, or declared and a sum sufficient for the
payment thereof set apart for such payment, on the Series B

<PAGE>
Preferred for all Payment Periods terminating on or prior to the
date of payment of such purchase, redemption or acquisition.

2.   LIQUIDATION RIGHTS.

     A.   GENERALLY.  In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary
or involuntary, before any amount shall be paid to the holders of
any Junior Shares, the Holder of the Series B Preferred shall be
paid first out of the assets of the Corporation available for
distribution to holders of its capital stock an amount per share
equal, to but not exceeding, (i) the Conversion Value, as
appropriately adjusted to reflect any stock split stock dividend,
combination, recapitalization and the like of the Series B
Preferred, plus (ii) all accrued but unpaid dividends (including
any interest accrued thereon calculated through the date of
liquidation (the "Liquidation Date")).  If, upon the occurrence
of a liquidation, dissolution or winding up, the assets and funds
thus distributed to the Holder shall be insufficient to permit
the payment to the Holder of its full liquidation preferences,
then the entire assets and funds of the Corporation legally
available  for distribution to the holders of capital stock
(other than Senior Shares) shall be distributed ratably to the
Holder and the holders of any Parity Shares.

     B.   EVENTS DEEMED LIQUIDATION.  For purposes of this
Section 2, the Holder may elect to have treated as a liquidation,
dissolution or winding up of the Corporation the consolidation or
merger of the Corporation with or into any other corporation or
the sale or other transfer in a single transaction or a series of
related transactions of all or substantially all of the assets of
the Corporation or any other reorganization of the Corporation,
unless the stockholders of the Corporation immediately prior to
any such transaction are holders of a majority of the voting
securities of the surviving or acquiring corporation immediately
thereafter (and for purposes of this calculation equity
securities which any stockholder or the Corporation owned
immediately prior to such merger or consolidation as a
stockholder of another party to the transaction shall be
disregarded).

     C.   PRIORITY.  Any amounts payable on the Series B
Preferred in the event of any liquidation, dissolution or winding
up of the Corporation shall be paid in preference and in priority
to the payment of any amounts payable on Junior Shares.

3.   CONVERSION.  The Holder has conversion rights as follows
(the "Conversion Rights"):

     A.   RIGHT TO CONVERT.  Upon each of the following to occur
from time to time:  (i) August 31, 1997, and for 10 Business Days
thereafter; (ii) the first day of each fiscal quarter of the
Corporation occurring after August 31, 1997, and for 10 Business
Days after the first day of each fiscal quarter; (iii) the
expiration of ten days after the occurrence of an Event of
Noncompliance under the Stock Purchase Agreement that is not then
cured, and at any time thereafter; (iv) any dividends on the
Series B Preferred becoming in arrears, and at any time
thereafter; (v) the Corporation no longer holding more than 50%
of the outstanding stock and assets of any of Ponderosa Holdings,
Inc., Oxford Life Insurance Company or Republic Western Insurance
Company, and at any time thereafter; or (vi) the Corporation or
any of its subsidiaries completing any Excess Equity Offering,
and at any time thereafter, then each share of Series B Preferred
shall be convertible, at the option of the Holder, into either:

<PAGE>
          i.   the number of fully paid and nonassessable shares
of Series B Common Stock that results from dividing the
Conversion Price per share in effect at the time of conversion
into the per share Conversion Value but no more than the maximum
amount authorized and available for issuance; or

          ii.  all of the shares of capital stock of Picacho then
outstanding.

Upon conversion, all accrued but unpaid dividends (including
interest accrued thereon calculated as of the Conversion Date) on
the Series B Preferred shall be paid in cash, to the extent
permitted by applicable law.

     B.   CONVERSION PRICE AND CONVERSION VALUE.  The initial
Conversion Price of the Series B Preferred shall be $25.00 per
share, and the initial Conversion Value of the Series B Preferred
shall be $1,000.00 per share.  The initial Conversion Price of
the Series B Preferred shall be subject to adjustment from time
to time as provided in Section 3(d).

     C.   MECHANICS OF CONVERSION.  To convert any shares of
Series B Preferred, the Holder shall surrender the certificate or
certificates therefor, duly endorsed, at the principal office of
the Corporation, or notify the Corporation in writing that such
certificates have been lost, stolen or destroyed and agree to
indemnify the Corporation from any loss incurred by it in
connection with such certificates, and shall give written notice
(the "Conversion Notice") to the Corporation at such office that
the Holder elects to convert the same, specifying whether the
Series B Preferred shares are to be converted into Series B
Common Stock or shares of Picacho.  As soon as practicable (but
not more than one Business Day) after such delivery, or after
such notification, the Corporation shall issue and deliver at
such office to the Holder, unless the Corporation shall elect
instead to redeem the Series B Preferred as provided in Section
5:

          i.   A certificate or certificates for the number of
shares of Series B Common Stock to which the Holder shall be
entitled if the Holder has elected to convert the Series B
Preferred into Series B Common Stock; or

          ii.  A certificate or certificates for all of the
outstanding shares of Picacho, if the Holder has elected to
convert the Series B Preferred into Picacho stock;

and, in either case, a check payable to the Holder in the amount
of any accrued or declared but unpaid dividends payable pursuant
to Section 1, if any.  Such conversion shall be deemed to have
been made immediately prior to the close of business on the date
of such surrender of the shares of Series B Preferred to be
converted or of the notification of lost certificates and the
persons entitled to shares of Series B Common Stock or Picacho
stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such shares on such
date (the "Conversion Date").  In the event of a notice of
redemption of any shares of Series B Preferred pursuant to
Section 5, the Conversion Rights shall terminate at the close of
business on the Redemption Date, unless default is made in
payment of the redemption price, in which case the Conversion
Rights for such shares shall continue until such payment.

<PAGE>
     D.   ADJUSTMENTS TO CONVERSION PRICE.

          i.   Adjustment of Conversion Price.  The Conversion
Price of the Series B Preferred shall be adjusted if the
Corporation issues or is deemed to issue Additional Shares of
Common Stock for a consideration per share that is less than the
Conversion Price for the Series B Preferred in effect on the date
of, and immediately prior to, such issue or deemed issue.

          ii.  Deemed Issue of Additional Shares of Common Stock.
If the Corporation at any time or from time to time after the
date of this Certificate issues any Options or Convertible
Securities or shall fix a record date for the determination of
holders of any class of securities entitled to receive any such
Options or Convertible Securities, then the maximum number of
                                            -------
shares (as set forth in the instrument relating thereto without
regard to any provisions contained therein for a subsequent
adjustment of such number) of Common Stock issuable upon the
exercise of such Options or, in the case of Convertible
Securities and Options therefor, the exercise of such Options and
conversion or exchange of such Convertible Securities, shall be
deemed to be Additional Shares of Common Stock issued as of the
time of such issue or, in case such a record date shall have been
fixed, as of the close of business on such record date, provided
that Additional Shares of Common Stock shall not be deemed to
have been issued unless the consideration per share (determined
pursuant to Section 3(d)(iv)) of such Additional Shares of Common
Stock would be less than the Conversion Price in effect on the
date of and immediately prior to such issue, or such record
date, as the case may be, and provided further that in any such
case in which Additional Shares of Common Stock are deemed to be
issued:

               (1)  except as provided in Section 3(d)(ii)(2), no
further adjustment in the Conversion Price shall be made upon the
subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise of such Options or conversion or exchange
of such Convertible Securities;

               (2)  if such Options or Convertible Securities by
their terms provide, with the passage of time or otherwise, for
any change in the consideration payable to the Corporation, or
change in the number of shares of Common Stock issuable, upon the
exercise, conversion or exchange thereof (other than under or by
reason of provisions designed to protect against dilution), the
Conversion Price computed upon the original issue thereof (or
upon the occurrence of a record date with respect thereto) and
any subsequent adjustments based thereon, shall, upon any such
increase or decrease becoming effective, be recomputed to reflect
such increase or decrease insofar as it affects such Options or
the rights of conversion or exchange under such Convertible
Securities; and

               (3)  no readjustment pursuant to clause (2) above
shall have the effect of increasing the Conversion Price.

          iii. Adjustment of Conversion Price Upon Issuance of
Additional Shares of Common Stock.  Except as provided by Section
3(d)(ii)(2), in the event the Corporation shall issue Additional
Shares of Common Stock (including Additional Shares of Common
Stock deemed to be issued pursuant to Section 3(d)(ii)) without
consideration or for a consideration per share less than the
Conversion Price of the Series B Preferred in effect on the date

<PAGE>
of and immediately prior to such issue, then and in each such
event the Conversion Price of the Series B Preferred shall be
reduced to the price (calculated to the nearest cent) at which
the Additional Shares of Common Stock are issued.

          iv.  Determination of Consideration.  For purposes of
this Section 3(d), the consideration received by the Corporation
for the issue of any Additional Shares of Common Stock shall be
determined after payment of all commissions paid or discounts
given in connection with the issuance or deemed issuance of the
shares and shall be computed as follows:

               (1)  Cash and Property:  Such consideration shall:
                    -----------------

                    (a)  insofar as it consists of cash, be
computed at the aggregate amount of cash received by the
Corporation;

                    (b)  insofar as it consists of property other
than cash, be computed at the fair value thereof at the time of
such issue, as determined by the Board of Directors in the good
faith exercise of its reasonable business judgment; and

                    (c)  in the event Additional Shares of Common
Stock are issued together with other shares or securities or
other assets of the Corporation for consideration that covers
both, be the proportion of such consideration so received for the
Additional Shares of Common Stock, computed as provided in
clauses (a) and (b) above, as determined by the Board of
Directors in the good faith exercise of its reasonable business
judgment.

               (2)  Options and Convertible Securities.  The
consideration per share received by the Corporation for
Additional Shares of Common Stock deemed to have been issued
pursuant to Section 3(d)(ii), relating to Options and Convertible
Securities, shall be determined by dividing:

                    (a)  the total amount, if any, received or
receivable by the Corporation as consideration for the issue of
such Options or Convertible Securities, plus the minimum
aggregate amount of additional consideration (as set forth in the
instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such
consideration) payable to the Corporation upon the exercise of
such Options or the conversion or exchange of such Convertible
Securities, or in the case of Options for Convertible Securities,
the exercise of such Options for Convertible securities and the
conversion or exchange of such Convertible Securities, by

                    (b)  the maximum number of shares of Common
Stock (as set forth in the instruments relating thereto, without
regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such
Options or the conversion or exchange of such Convertible
Securities.

<PAGE>
          v.   Other Adjustments.

               (a)  Subdivisions, Combinations, or Consolidations
of Series B Common Stock.  In the event the outstanding shares of
Series B Common Stock shall be subdivided, combined or
consolidated, by stock split, stock dividend, combination or like
event, into a greater or lesser number of shares of Series B
Common Stock, the Conversion Price of the Series B preferred in
effect immediately prior to such subdivision, combination,
consolidation or stock dividend shall, concurrently with the
effectiveness of such subdivision, combination or consolidation,
be proportionately adjusted to achieve the result that, upon
conversion of the Series B Preferred into Series B Common Stock,
the Holder shall receive, as nearly as possible, the same
percentage of the outstanding shares of Series B Common Stock
that it would have had the Series B Preferred been converted
immediately prior to such subdivision, combination or
consolidation.

               (b)  Reclassifications.  In the case, at any time
after the date of this Certificate, of any capital reorganization
or any reclassification of the stock of the Corporation (other
than as a result of a subdivision, combination or consolidation
of shares), or the consolidation or merger of the Corporation
with or into another person (other than a consolidation or merger
(A) in which the Corporation is the continuing entity and that
does not result in any change in the common Stock or (B) that is
treated as a liquidation pursuant to Section 2(b)), the
Conversion Price shall be adjusted so that the shares of the
Series B Preferred shall, after such reorganization,
reclassification, consolidation or merger, be convertible into
the kind and number of shares of stock or other securities or
property of the Corporation or otherwise to which the Holder
would have been entitled if immediately prior to such
reorganization, reclassification, consolidation or merger if the
Holder had converted the shares of the Series B Preferred into
Series B Common Stock.  The provisions of this clause 3(d)(v)(b)
shall similarly apply to successive reorganizations,
reclassifications, consolidations or mergers.

     E.   NO ADJUSTMENTS TO CONVERSION VALUE.  The Corporation
shall not effect any stock split, stock dividend, combination or
recapitalization of the Series B Preferred and, therefore, the
Conversion Value of the Series B Preferred will not be adjusted.

     F.   CERTIFICATE AS TO ADJUSTMENTS.  Upon the occurrence of
each adjustment or readjustment of the Conversion Price of the
Series B Preferred pursuant to this Section 3, the Corporation at
its expense shall promptly compute such adjustment or
readjustment in accordance with the terms of this Certificate and
furnish to the Holder a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based.  The Corporation shall, upon
the written request at any time of the Holder, furnish or cause
to be furnished to the Holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Conversion Price
of the Series B Preferred at the time in effect, and (iii) the
number of shares of Series B Common Stock and the amount, if any,
of other property which at the time would be received upon the
conversion of the Series B Preferred.

     G.   STATUS OF CONVERTED STOCK.  In case any shares of
Series B Preferred shall be converted pursuant to Section 3, the
shares so converted shall be canceled, shall not be reissuable
and shall cease to be a part of the outstanding capital stock of
the Corporation.

<PAGE>
     H.   FRACTIONAL SHARES.  In lieu of any fractional shares of
Series B Common Stock to which the Holder would otherwise be
entitled upon conversion, the Corporation shall pay cash equal to
such fraction multiplied by the fair market value of one share of
Series B Common Stock as determined by the Board of Directors in
the good faith exercise of its reasonable business judgment.

     I.   MISCELLANEOUS.

          i.   All calculations under this Section 3 shall be
made to the nearest cent or to the nearest one hundredth (1/100)
of a share, as the case may be.

          ii.  The Holder shall have the right to challenge any
determination by the Board of Directors of fair market value
pursuant to this Section 3, in which case such determination of
fair market value shall be made by an independent appraiser
selected jointly by the Board of Directors and the Holder, the
cost of such appraisal to be borne equally by the Corporation and
the Holder.

          iii. No adjustment in the Conversion Price of the
Series B Preferred need be made if such adjustment would result
in a change in such Conversion Price of less than $0.01.  Any
adjustment of less than $0.01 that is not made shall be carried
forward and shall be made at the time of and together with any
subsequent adjustment that, on a cumulative basis, amounts to an
adjustment of $0.01 or more in such Conversion Price.

     J.   RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  The
Corporation shall at all times reserve and keep available out of
its authorized but unissued shares of Series B Common Stock,
solely for the purpose of effecting the conversion of the shares
of Series B Preferred, such number of its shares of Series B
Common Stock as shall from time to time be sufficient to effect
the conversion of all outstanding shares of Series B Preferred.
If at any time the number of authorized but unissued shares of
Series B Common Stock shall not be sufficient to effect the
conversion of all then outstanding shares of Series B Preferred,
the Corporation will take such corporate action as may, in the
option of its counsel, be necessary to increase its authorized
but unissued shares of Series B Common Stock to such number of
shares as shall be sufficient for such purpose.

4.   VOTING RIGHTS.

     a.   Except as otherwise required by law and Subsection
4(b), the Holder shall have no voting rights with respect to the
Series B Preferred.

     b.   So long as any of the shares of Series B preferred are
outstanding, the written consent of the holder shall be necessary
for authorizing, affecting or validating the amendment,
alteration, or repeal of any of the provisions of the Articles of
Incorporation of the Corporation or of any certificate amendatory
thereof or supplemental thereto (including any certificate of
amendment or any similar document relating to any series of
preferred stock) that would adversely affect the powers,
preferences, or special rights of the Series B Preferred,
including the creation or authorization of any class of Senior
Shares or Parity Shares.  Any amendment or any resolution or

<PAGE>
action of the Board of Directors that would create or issue any
series of Junior Shares out of the authorized shares of preferred
stock, or that would authorize, create, or issue any other Junior
Shares (whether or not already authorized), shall not be
considered to affect adversely the powers, preferences, or special
rights of the outstanding shares of the Series B Preferred.

5.   REDEMPTION.

     A.   OPTIONAL REDEMPTION.  If the Holder exercises its
Conversion Rights pursuant to Section 3, then instead of
effecting the conversion, the Corporation may, by giving written
notice to the Holder (a "Notice of Redemption") not later than
one Business Day after receiving the Conversion Notice, elect to
redeem all (but not less than all) of the Series B Preferred
outstanding on the Redemption Date.

     B.   REDEMPTION VALUE.  Upon any redemption of the Series B
Preferred, the Corporation shall pay out of funds legally
available therefor in cash a sum per share equal to the
Conversion Value, together with (i) all accrued but unpaid
dividends (including any interest accrued thereon) calculated as
of the Redemption Date, (ii) if the redemption Date is a date
other than the last day of a Payment Period, the Interim Payment;
and (iii) all other costs, fees, expenses, or amounts the
Corporation is required to pay Holder pursuant to the Stock
Purchase Agreement, regardless of the reason for such redemption
or such costs, fees, expenses, or amounts (collectively the
"Redemption Value").

     C.   NOTICE OF REDEMPTION.  Any Notice of Redemption given
by the Corporation shall be delivered to the Holder, notifying
the Holder of the redemption to be effected.  The Notice of
Redemption shall:

          i.   State that the Series B Preferred is to be
redeemed;

          ii.  Specify the date (the "Redemption Date") on which
the Series B Preferred is to be redeemed, which shall be not more
than ten Business Days following the date the Corporation
receives the Conversion Notice from the Holder;

          iii. Request wire transfer or other instructions for
the payment of the Redemption Value.

     D.   TRANSFER INSTRUCTIONS.  Not less than one Business Day
after delivery of the Notice of Redemption, the Holder shall
provide the Corporation with instructions for wire or other
transfer of the Redemption Value to the Holder.

     E.   COMPLETING THE REDEMPTION.  On the Redemption Date:

          i.   The Holder shall surrender to the Corporation at
the principal offices of the Corporation the Holder's certificate
or certificates representing the shares to be redeemed or provide
a notice to the Corporation in writing that such certificates
have been lost, stolen or destroyed and that the Holder agrees to

<PAGE>
indemnify the Corporation from any loss incurred by it in
connection with such certificates; and

          ii.  The Corporation shall pay the Redemption Value to
the Holder by wire or other transfer acceptable to the Holder,
and thereupon each surrendered or lost certificate shall be
canceled.

     F.   LACK OF LEGALLY AVAILABLE FUNDS.  If the funds of the
Corporation legally available for redemption of the Series B
Preferred are insufficient to redeem the total number of shares
of Series B Preferred required to be redeemed on the Redemption
Date, then, at the Holder's election in its sole discretion, the
Corporation either shall redeem that number of shares of Series B
Preferred for which the Corporation has funds legally available
or shall not redeem any of the Series B Preferred.

     G.   EFFECT OF REDEMPTION.  From and after the payment of
the Redemption Value, all rights of the Holder shall cease with
respect to such shares, and such shares shall not thereafter be
transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever.

6.   NOTICES OF RECORD DATE.  In the event of any taking by the
Corporation of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, any right
to subscribe for, purchase or otherwise acquire any shares of
stock of any class or any other securities or property, or to
receive any other right, the Corporation shall notify the Holder,
at least 10 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for
the purpose of such dividend, distribution or right, and the
amount and character of such dividend, distribution or right.

7.   NOTICES.  All notices and other communications provided for
in this Certificate shall be given or made in writing and
telecopied, mailed by certified mail return receipt requested or
delivered to the intended recipient at such address as shall be
designated by such person in a notice to each other relevant
person given in accordance with this Section, in addition to any
other notices that may be required by law.  All such
communications shall be deemed to have been duly given when
transmitted by telecopy, subject to telephone confirmation of
receipt, or when personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as provided
herein.

8.   WAIVER OF JURY TRIAL.  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE CORPORATION HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR
COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE)
ARISING OUT OF OR RELATING TO THE SERIES B PREFERRED SHARES, THE
STOCK PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY
OR THE ACTIONS OF THE HOLDER IN THE NEGOTIATION, ADMINISTRATION,
OR ENFORCEMENT THEREOF.

<PAGE>
9.   INTEREST.  Any amounts required to be paid under this
Certificate that are not paid on the first day such payment may
be made and any dividends in arrears shall bear interest from
that date at the lesser of (a) the Maximum Rate or (b) the sum of
four percent plus the rate per annum publicly announced from time
to time by NationsBank, N.A. as its prime rate in effect at its
principal office in Charlotte, North Carolina.

10.  MAXIMUM RATE.  Notwithstanding anything to the contrary
contained herein, in the event the Series B Preferred shall be
deemed to be debt instead of equity, no provisions of this
Certificate shall require the payment or permit the collection of
interest in excess of the Maximum Rate.  If any excess of
interest in such respect shall be adjudicated to be so provided
in this Certificate or otherwise in connection with the Series B
Preferred, the provisions of this paragraph shall govern and
prevail, and neither the Corporation nor the successors or
assigns of the Corporation shall be obligated to pay the excess
amount of such interest, or any other excess sum paid with
respect to the Series B Preferred.  If, for any reason, interest
in excess of the Maximum Rate shall be deemed charged, required
or permitted by any court of competent jurisdiction, any such
excess shall be applied as a payment and reduction of the
principal of indebtedness deemed to be evidenced by the Series B
Preferred; and, if such principal has been paid in full, any
remaining excess shall forthwith be paid to the Corporation.  In
determining whether or not the interest paid or payable exceed the
Maximum Rate, the Corporation and the Holder shall, to the extent
permitted by applicable law, (i) characterize any nonprincipal
payment as an expense, fee, or premium rather than as interest,
(ii) exclude voluntary prepayments and the effects thereof and
(iii) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the entire term of
the indebtedness deemed to be evidenced by the Series B Preferred
so that the interest for the entire period does not exceed the
Maximum Rate.

11.  DEFINITIONS.

     a.   Capitalized terms used in this Certificate and not
otherwise defined have the meanings given to those terms in the
Series B Stock Purchase Agreement between the Corporation and
Blue Ridge Investments, LLC, dated August 30, 1996.

     b.   "Additional Amounts" means such amounts, if any, as are
necessary to compensate the Holder for any costs incurred by Holder
which the Holder determines are attributable, directly or indirectly,
to its purchase or holding of the Series B Preferred or any reduction
in any amount receivable by the Holder as a holder of the Series B
Preferred to the extent such costs and reductions in amount are not
reflected in any dividends, fees, reimbursements or other amounts
received by the Holder hereunder or under the Stock Purchase Agreement,
resulting from (i) an increase (over the dividend rate paid
hereunder) in the cost of funding the purchase of the Series B
Preferred, or (ii) any Regulatory Change which:

          (A)  changes the basis of taxation of any amounts
     payable generally to NationsBank under Eurodollar loans
     (other than taxes imposed on the overall net income of
     NationsBank or its applicable lending office (for of
     such loans by the jurisdiction in which NationsBank has its
     principal office or such applicable lending office);

<PAGE>
          (B)  imposes or modifies any reserve, special deposit,
     minimum capital, capital ratio, or similar requirement
     relating to any extensions of credit or other assets of, or
     any deposits with or other liabilities or commitments of,
     NationsBank (including any of such loans or any deposits
     referred to in the definition of "Floating Rate" herein); or

          (C)  imposes any other condition generally effecting
     loans by NationsBank or any of such extensions of credit or
     liabilities or commitments.

     c.   "Additional Shares of Common Stock" means all shares of
Common Stock issued (or, pursuant to Section 3(d)(ii), decreed to
be issued) by the Corporation after the date of this Certificate,
other than shares of Common Stock issued or issuable:

          i.   upon conversion of shares of Series B Preferred;

          ii.  as a dividend or distribution on Series B
Preferred;

          iii. in a transaction described in Section 3(d)(v);

          iv.  by way of dividend or other distribution on shares
of Common Stock excluded from the definition of Additional Shares
of Common Stock.

     d.   "Affiliate" has the meaning given that term in Rule 405
promulgated by the Securities and Exchange Commission under the
Securities Act.

     e.   "Business Day" means (a) any day on which commercial
banks are not authorized or required to close in Charlotte, North
Carolina and (b) with respect to all payments, Conversions,
Payment Periods, and notices, any day which is a Business Day
described in clause (a) above and which is also a day on which
dealings in dollar deposits are carried out in the London
interbank market.

     f.   "Common Stock" means shares of the Corporation's common
stock, par value $0.25 per share, serial common stock, or other
securities entitled generally to vote in the election of
directors of the Corporation.

     g.   "Conversion Date" has the meaning given in Section
3(c).

     h.   "Conversion Notice" has the meaning given in Section
3(c).

     i.   "Conversion Price" has the meaning given in Section
3(b).

     j.   "Conversion Value" has the meaning given in Section
3(b).

     k.   "Convertible Securities" means any evidences of
indebtedness, shares or other securities convertible into or
exchangeable for Common Stock, except the Series B Preferred.

     1.   "Corporation" means AMERCO, a Nevada corporation.

<PAGE>
     m.   "Excess Equity Offering" means any offer or sale of
equity securities of the Corporation or any of its subsidiaries,
whether public or private, after the date of this Certificate,
other than (i) the offer and sale of Series B Preferred issued to
Holder, (ii) the offer and sale by the Corporation of up to
$125,000,000 of equity securities in a single transaction
occurring on or before March 1, 1997, and (iii) issuances of
equity securities to employees of the Corporation or its
subsidiaries pursuant to written employee benefit plans existing
on the date of this Certificate in the maximum amount permitted
under such plans or arrangements on the date of this Certificate.

     n.   "Floating Rate" means, for any Payment Period, the rate
per annum that is the lesser of (x) the sum of (i) two and one-
quarter percent (2.25%), and (ii) the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3750 (or any successor page) as the London
interbank offered rate for deposits in Dollars at approximately
11:00 a.m. (London time) two Business Days prior to the first day
of such Payment Period for a term comparable to such Payment
Period, or if for any reason such rate is not available, the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) appearing on Reuters Screen LIBO Page (or any successor page)
as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to
the first day of such Payment Period for a term comparable to
such Payment Period; provided, however, if more than one rate is
                     --------  -------
specified on Reuters Screen LIBO Page, the applicable rate shall
be the arithmetic mean of all such rates, or (y) the Maximum
Rate.  Dividends shall be computed on the basis of a year of 360
days and the actual number of days elapsed (including the first
day but excluding the last day) during the Payment Period unless
such calculation would result in the dividends exceeding the
Maximum Rate, in which case dividends shall be calculated on the
basis of a year of 365 or 366 days, as the case may be.
Notwithstanding the first sentence of this paragraph, if at any
time the dividend is limited by the terms of this Certificate to
the Maximum Rate, then any subsequent reduction in the Floating
Rate shall not reduce the dividend below the Maximum Rate until
the aggregate amount of dividends accrued equals the aggregate
amount of dividends which would have accrued on the Series B
Preferred if the dividend specified in the first sentence of this
paragraph had at all times been in effect.

     o.   "Holder" means the holder or holders of record of the
Series B Preferred.

     p.   "Interim Payment" means such amount or amounts as shall
be sufficient to compensate the Holder for any loss, cost, or
expense incurred by the Holder as a result of any payment or
prepayment for any reason on a date other than the last day of a
Payment Period.  Without limiting the effect of the preceding
sentence, such compensation shall include an amount equal to the
excess, if any, of (i) the amount of dividends which otherwise
would have accrued on the Conversion Value of the Series B
Preferred redeemed from the period from the date of such
redemption to the last day of the Payment Period as the
applicable rate of dividends for such Series B Preferred provided
for herein, over (ii) the interest component of the amount the
Holder would have bid in the London interbank market for dollar
deposits of leading banks in amounts comparable to the Conversion
Value of the Series B Preferred redeemed and with the maturities
comparable to the applicable Payment Period.

<PAGE>
     q.   "Junior Shares" means all classes and series of shares
that, by the terms of the Corporation's Articles of
Incorporation, or by law, shall be subordinate to the Series B
Preferred with respect to the right of the holders thereof to
receive dividends and to participate in the assets of the
Corporation distributable to shareholders upon any liquidation,
dissolution or winding-up of the Corporation.

     r.   "Liquidation Date" has the meaning given in Section
2(a).

     s.   "Maximum Rate" means the maximum rate of nonusurious
interest permitted from day to day by applicable law, and
calculated after taking into account any and all relevant fees,
payments, and other charges contracted for, charged or received
which are deemed to be interest under applicable law.

     t.   "NationsBank" means NationsBank Corporation, a Delaware
corporation.

     u.   "Options" means rights, options or warrants to
subscribe for, purchase or otherwise acquire either Common Stock
or Convertible Securities, other than the Series B Preferred.

     v.   "Parity Shares" means all classes and series of shares
that, by the terms of the Corporation's Articles of
Incorporation, or by law, shall be on parity with the Series B
Preferred with respect to the right of the holders thereof to
receive dividends and to participate in the assets of the
Corporation distributable to shareholders upon any liquidation,
dissolution or winding-up of the Corporation.

     w.   "Payment Period" means each period commencing on the
date any shares of Series B Preferred are first issued or, in the
case of each subsequent, successive Payment Period, the last day
of the next preceding Payment Period, and ending on the
numerically corresponding day in the first, second or third
calendar month thereafter, as the Holder may select by written
notice to the Corporation at least three days before the
commencement of the applicable Payment Period, except that each
such Payment Period which commences on the last Business Day of a
calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent
calendar month.  Notwithstanding the foregoing:  (a) each Payment
Period which would otherwise end on a day which is not a Business
Day shall end on the next succeeding Business Day (or, if such
succeeding Business Day falls in the next succeeding calendar
month, on the next preceding Business Day); (b) any Payment
Period which would otherwise extend beyond a Conversion Date,
Redemption Date or Liquidation Date shall end on the Conversion
Date, Redemption Date or Liquidation Date, as appropriate and (c)
no Payment Period shall have a duration of less than one (1)
month.  If Holder shall fail to give the Corporation a notice of
the length of a Payment Period prior to the end of the then
current Payment Period, such Payment Period shall automatically
be continued on the last day thereof as Payment Period having a
term of one month.

     x.   "Picacho" means Picacho Peak Investment Co., a Nevada
corporation.

<PAGE>
     y.   "Redemption Date" has the meaning given in Section
5(c).

     z.   "Regulatory Change" means any change after the date of
this Certificate in United States federal, state or foreign laws
or regulations (including Regulation D of the Board of Governors
of the Federal Reserve System as the same may be amended or
supplemented from time to time) or the adoption or making after
such date of any interpretations, directives or requests applying
to a class of institutions including NationsBank of or under any
United States federal, state or foreign laws or regulations
(whether or nor having the force of law) by any court or
governmental or monetary authority charged with the
interpretation or Administration thereof.

     aa.  "Senior Shares" means all classes and series of shares,
including the Corporation's Series A 8 1/2% Preferred Stock, that,
by the terms of the Corporation's Articles of Incorporation, or
by law, shall be senior to the Series B Preferred with respect to
the right of the holders thereof to receive dividends and to
participate in the assets of the Corporation distributable to
shareholders upon any liquidation, dissolution or winding-up of
the Corporation.

     bb.  "Series B Common Stock" means the Series B common
stock, $0.25 par value per share, of the Corporation.

     cc.  "Stock Purchase Agreement" means the Series B Stock
Purchase Agreement between the Corporation and Blue Ridge
Investments, LLC, dated August 30, 1996.

<PAGE>
              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
               OF SERIES C JUNIOR PARTICIPATING PREFERRED STOCK

                                     OF

                                   AMERCO

     Pursuant to Section 78.1955 of the General Corporation Law
of the State of Nevada, AMERCO (the "Company"), a corporation
organized and existing under the General Corporation Law of the
State of Nevada, in accordance with the provisions of Section
78.035 and 78.195 thereof, DOES HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of
Directors by the Restated Articles of Incorporation of the
Company, the said Board of Directors on July 13, 1998, adopted
the following resolution amending and restating that certain
Certificate of Designation of Series C Preferred Stock, and
creating a series of Three Million (3,000,000) shares of
Preferred Stock designated as Series C Junior Participating
Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board
of directors in accordance with the provisions of its Restated
Articles of Incorporation that certain Certificate of Designation
of Series C Preferred Stock be and it hereby is amended and
restated and that the designation and amount thereof and the
powers, preferences and relative, participating, optional and
other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as
follows:

     Section 1.     Designation and Amount.
                    -----------------------

     There shall be a series of the Preferred Stock which shall
be designated as the "Series C Junior Participating Preferred
Stock," no par value, and the number of shares constituting such
series shall be 3,000,000.  Such number of shares may be
increased or decreased by resolution of the Board of Directors,
provided, that no decrease shall reduce the number of shares of
Series C Junior Participating Preferred Stock to a number less
than that of the shares then outstanding plus the number of
shares issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by
the Company.

     Section 2.     Dividends and Distributions.
                    ----------------------------

     (A)  Subject to the rights of the holders of any shares of
any series of preferred stock of the Company ranking prior and
superior to the Series C Junior Participating Preferred Stock
with respect to dividends, the holders of shares of Series C
Junior Participating Preferred Stock, in preference to the
holders of shares of Common Stock, par value $0.25 per share, and
shares of Serial Common Stock, par value $0.25, of the Company
(the "Common Stock"), and of any other junior stock, shall be
entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on any regular quarterly
dividend payment date as shall be established by the Board of
Directors (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first

<PAGE>
Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series C Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times
the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series C Junior Participating
Preferred Stock.  In the event the Company shall at any time
after July 13, 1998 (the "Rights Declaration Date") declare or
pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of
Series C Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     (B)  The Company shall declare a dividend or distribution on
the Series C Preferred Stock as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution
on the Common Stock (other than a dividend payable in shares of
Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend $1.00
per share on the Series C Junior Participating Preferred Stock
shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

     (C)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series C Junior Participating Preferred
Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders
of shares of Series C Junior Participating Preferred Stock
entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date.  Accrued but unpaid dividends
shall not bear interest.  Dividends paid on the shares of Series
C Junior Participating Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.  The Board of
Directors may, in accordance with applicable law, fix a record
date for the determination of holders of shares of Series C
Junior Participating Preferred Stock entitled to receive payment
of a dividend or distribution declared thereon, which record date

<PAGE>
shall be not more than such number of days prior to the date
fixed for the payment thereof as may be allowed by applicable
law.

     Section 3.     Voting Rights.
                    ---------------

     The holders of shares of Series C Junior Participating
Preferred Stock shall have the following voting rights:

     (A)  Each share of Series C Junior Participating Preferred
Stock shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the stockholders of the Company.
In the event the Company shall at any time after the Rights
Declaration Date declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
number of votes to which holders of shares of Series C Junior
Participating Preferred Stock were entitled immediately prior to
such event under the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.

     (B)  Except as otherwise provided herein, in the Company's
Restated Articles of Incorporation or by law, the holders of
shares of Series C Junior Participating Preferred Stock, the
holders of shares of Common Stock, and the holders of shares of
any other capital stock of the Company having general voting
rights, shall vote together as one class on all matters submitted
to a vote of stockholders of the Company.

     (C)  Except as otherwise set forth herein or in the
Company's Restated Articles of Incorporation, and except as
otherwise provided by law, holders of Series C Junior
Participating Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.

     Section 4.     Certain Restrictions.
                    ----------------------

     (A)  Whenever dividends or distributions payable on the
Series C Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Series C Junior Participating Preferred Stock
outstanding shall have been paid in full, the Company shall not:

               (i)  declare or pay dividends on, make any other
     distributions on, or redeem or purchase or otherwise acquire
     for consideration any shares of stock ranking junior (either
     as to dividends or upon liquidation, dissolution or winding
     up) to the Series C Junior Participating Preferred Stock;

<PAGE>
               (ii) declare or pay dividends on or make any other
     distributions on any shares of stock ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series C Junior Participating Preferred
     Stock, except dividends paid ratably on the Series C Junior
     Participating Preferred Stock and all such parity stock on
     which dividends are payable or in arrears in proportion to
     the total amounts to which the holders of all such shares
     are then entitled;

               (iii)     except as permitted in Section 4(A)(iv)
     below, redeem or purchase or otherwise acquire for
     consideration shares of any stock ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series C Junior Participating Preferred
     Stock, provided that the Company may at any time redeem,
     purchase or otherwise acquire shares of any such parity
     stock in exchange for shares of any stock of the Company
     ranking junior (either as to dividends or upon dissolution,
     liquidation or winding up) to the Series C Junior
     Participating Preferred Stock; and

               (iv) purchase or otherwise acquire for
     consideration any shares of Series C Junior Participating
     Preferred Stock, or any shares of stock ranking on a parity
     with the Series C Junior Participating Preferred Stock,
     except in accordance with a purchase offer made in writing
     or by publication (as determined by the Board of Directors)
     to all holders of such shares upon such terms as the Board
     of Directors, after consideration of the respective annual
     dividend rates and other relative rights and preferences of
     the respective series and classes, shall determine in good
     faith will result in fair and equitable treatment among the
     respective series or classes.

     (B)  The Company shall not permit any subsidiary of the
Company to purchase or otherwise acquire for consideration any
shares of stock of the Company unless the Company could, under
paragraph(A) of this Section 4, purchase or otherwise acquire
such shares at such time and in such manner.

          Section 5.     Reacquired Shares.
                         ------------------

     Any shares of Series C Junior Participating Preferred Stock
purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and canceled promptly after the
acquisition thereof.  The Company shall cause all such shares
upon their cancellation to be authorized but unissued shares of
Preferred Stock which may be reissued as part of a new series of
Preferred Stock, subject to the conditions and restrictions on
issuance set forth herein.

          Section 6.     Liquidation, Dissolution or Winding Up.
                         ---------------------------------------

     (A)  Subject to the rights of holders of any shares of any
series of Preferred Stock of the Company ranking prior and
superior to the Series C Junior Participating Preferred Stock
with respect to liquidation, upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Company, no
distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series C Junior Participating
Preferred Stock unless, prior thereto, the holders of shares of
Series C Junior Participating Preferred Stock shall have received
$100.00 per share, plus an amount equal to accrued and unpaid

<PAGE>
dividends and distributions thereon, whether or not declared, to
the date of such payment (the "Series C Liquidation Preference").
Following the payment of the full amount of the Series C
Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series C Junior Participating
Preferred Stock, unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the
Series C Liquidation Preference by (ii) 100 (as appropriately
adjusted as set forth in subparagraph C below to reflect such
events as stock dividends, and subdivisions, combinations and
consolidations with respect to the Common Stock) (such number in
clause (ii) being referred to as the "Adjustment Number").
Following the payment of the full amount of the Series C
Liquidation Preference and the Common Adjustment in respect of
all outstanding shares of Series C Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series C Junior
Participating Preferred Stock and holders of shares of Common
Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Series C Junior Participating
Preferred Stock and Common Stock, on a per share basis,
respectively.

     (B)  In the event there are not sufficient assets available
to permit payment in full of the Series C Liquidation Preference
and the liquidation preferences of all other series of preferred
stock, if any, which rank on a parity with the Series C Junior
Participating Preferred Stock, then such remaining assets shall
be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences.  In the
event there are not sufficient assets available to permit payment
in full of the Common Adjustment, then such remaining assets
shall be distributed ratably to the holders of Common Stock.

     (C)  In the event the Company shall at any time after the
Rights Declaration Date declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
Adjustment Number in effect immediately prior to such event shall
be adjusted by multiplying such Adjustment Number by a fraction
the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     Section 7.     Consolidation, Merger, etc.
                    ---------------------------

     In case the Company shall enter into any consolidation,
merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
the shares of Series C Junior Participating Preferred Stock shall
at the same time be similarly exchanged or changed in an amount
per share (subject to the provision for adjustment herein set
forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as
the case may be, into which or for which each share of Common
Stock is changed or exchanged.  In the event the Company shall at
any time after the Rights Declaration Date declare or pay any

<PAGE>
dividend on Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of
Series C Junior Participating Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which
is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that are outstanding immediately prior to
such event.

     Section 8.     Redemption.
                    -----------

     The shares of Series C Junior Participating Preferred Stock
shall not be redeemable.

     Section 9.     Ranking.
                    --------

     The Series C Junior Participating Preferred Stock shall rank
junior to all other series of the Company's Preferred Stock as to
the payment of dividends and the distribution of assets, unless
the terms of any such series shall provide otherwise.

     Section 10.    Fractional Shares.
                    ------------------

     Series C Junior Participating Preferred Stock may be issued
in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series C
Junior Participating Preferred Stock."

     Pursuant to Section 78.1955(4) of the General Corporation
Law of the State of Nevada, (a) attached is the original
designation, (b) no shares of Series C Junior Participating
Preferred Stock have been issued, and (c) set forth above is the
amended and restated designation of the series, the number of the
series, and the voting powers, designations, preferences,
limitations, restrictions and relative rights of the series.


     IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the
penalties of perjury this 4th day of August, 1998.


                              By:    /s/ Edward J. Shoen
                                     ------------------------------
                              Name:  Edward J. Shoen
                              Title:  President


Attest


<PAGE>
By:   /s/ Gary V. Klinefelter
      ---------------------------

Name:  Gary V. Klinefelter

Title: Secretary



State of Arizona    )

               )  SS

County of Maricopa  )



     This instrument was acknowledged before me on 8-4-98 (date)
by Edward J. Shoen and Gary V. Klinefelter as President and
Secretary of AMERCO.



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





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>sac18pma.txt
<DESCRIPTION>PROPERTY MANAGEMENT AGREEMENT 18SAC
<TEXT>
<PAGE>


                        PROPERTY MANAGEMENT AGREEMENT
                        -----------------------------

          THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
     into as of December 20, 2001 among Eighteen SAC Self-Storage
     Corporation, a Nevada corporation, with its principal place of
     business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"),
     and the property managers identified on Exhibit A attached hereto and
                                             ---------
     incorporated herein by reference (each such property manager is
     respectively referred to herein as "U-Haul").

                                  RECITALS
                                  --------

          A.  Owner owns the real property and self-storage related
     improvements thereon located at the street addresses identified on
     Exhibit A hereto (hereinafter, collectively the "Property").

          B.  Owner intends that the Property be rented on a space-by-
     space retail basis to corporations, partnerships, individuals and/or
     other entities for use as self-storage facilities.

          C.  Owner desires that U-Haul manage the Property and U-Haul
     desires to act as the property manager for the Property, all in
     accordance with the terms and conditions of this Agreement and as
     more specifically designated on Exhibit A hereto.

          NOW, THEREFORE, in consideration of the mutual covenants herein
     contained, Owner and U-Haul hereby agree as follows.

     1.  Employment.
         ----------

          (a) Owner hereby retains U-Haul, and U-Haul agrees to act as
     manager of the Property upon the terms and conditions hereinafter set
     forth.

          (b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
     in the business of managing self-storage facilities, both for its own
     account and for the account of others.  It is hereby expressly agreed
     that notwithstanding this Agreement, U-Haul and such affiliates may
     continue to engage in such activities, may manage facilities other
     than those presently managed by U-Haul and its affiliates (whether or
     not such other facilities may be in direct or indirect competition
     with Owner) and may in the future engage in other business which may
     compete directly or indirectly with activities of Owner.

          (c) In the performance of their respective duties under this
     Agreement, each U-Haul property manager shall occupy the position of
     an independent contractor with respect to Owner.  Nothing contained
     herein shall be construed as making the parties
<PAGE>
     hereto (or any of them) partners or joint venturors, nor (except as
     expressly otherwise provided for herein) construed as making U-Haul
     an agent or employee of Owner or of any other U-Haul property manager
     hereunder.

     2.  Duties and Authority of U-Haul.
         ------------------------------

          (a) GENERAL DUTIES AND AUTHORITY.  Subject only to the
     restrictions and limitations provided in paragraphs (o) and (p) of
     this Section 2 and the right of Owner to terminate this Agreement as
     provided in Section 6 hereof, U-Haul shall have the sole and
     exclusive authority to fully manage the Property and supervise and
     direct the business and affairs associated or related to the daily
     operation thereof, and, to that end on behalf of Owner, to execute
     such documents and instruments as, in the sole judgment of U-Haul,
     are reasonably necessary or advisable under the circumstances in
     order to fulfill U-Haul's duties hereunder.  Such duties and
     authority shall include, without limitation, those set forth below.

          (b) RENTING OF THE PROPERTY.  U-Haul shall establish policies
     and procedures for the marketing activities for the Property, and may
     advertise the Property through such media as U-Haul deems advisable,
     including, without limitation, advertising with the Yellow Pages.
     U-Haul shall have the sole discretion, which discretion shall be
     exercised in good faith, to establish the terms and conditions of
     occupancy by the tenants of the Property, and U-Haul is hereby
     authorized to enter into rental agreements on behalf and for the
     account of Owner with such tenants and to collect rent from such
     tenants. U-Haul may jointly advertise the Property with other
     properties owned or managed by U-Haul, and in that event, U-Haul
     shall reasonably allocate the cost of such advertising among such
     properties.

          (c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
     execute, supervise and have control over the making and executing of
     all decisions concerning the acquisition of furniture, fixtures and
     supplies for the Property, and may purchase, lease or otherwise
     acquire the same on behalf of Owner.  U-Haul shall make and execute,
     or supervise and have control over the making and executing of all
     decisions concerning the maintenance, repair, and landscaping of the
     Property. U-Haul shall, on behalf of Owner, negotiate and contract
     for and supervise the installation of all capital improvements related
     to the Property; provided, however, that U-Haul agrees to secure the
     prior written approval of Owner on all such expenditures in excess of
     $5,000.00 for any one item, except monthly or recurring operating charges
     and/or emergency repairs if in the opinion of U-Haul such emergency-
     related expenditures are necessary to protect the Property from damage
     or to maintain services to the tenants as called for in their respective
     leases.

          (d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
     contractors, subcontractors and employees with respect to the Property
     and shall hire, discharge and supervise all labor and
<PAGE>
     employees required for the operation and maintenance of the Property.
     Any employees so hired shall be employees of U-Haul, and shall be
     carried on the payroll of U-Haul.  Employees may include, but will not
     be limited to, on-site resident managers, on-site assistant managers,
     and relief managers located, rendering services, or performing activities
     on the Property in connection with its operation and management.  The
     cost of employing such persons shall not exceed prevailing rates for
     comparable persons performing the same or similar services with respect
     to real estate similar to the Property.

          (e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf of
     Owner such agreements which U-Haul deems necessary or advisable for the
     furnishing of utilities, services, concessions and supplies, for the
     maintenance, repair and operation of the Property and such other
     agreements which may benefit the Property or be incidental to the matters
     for which U-Haul is responsible hereunder.

          (f) OTHER DECISIONS.  U-Haul shall make all decisions in connection
      with the daily operation of the Property.

          (g) REGULATIONS AND PERMITS.  U-Haul shall comply in all material
     respects with any statute, ordinance, law, rule, regulation or order of
     any governmental or regulatory body, having jurisdiction over the
     Property, respecting the use of the Property or the maintenance or
     operation thereof.  U-Haul shall apply for and attempt to obtain and
     maintain, on behalf of Owner, all licenses and permits required or
     advisable (in the sole judgment of U-Haul) in connection with the
     management and operation of the Property.

          (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.  U-Haul
     shall establish, supervise, direct and maintain the operation of a system
     of record keeping and bookkeeping with respect to all receipts and
     disbursements in connection with the management and operation of the
     Property.  The books, records and accounts shall be maintained at the
     U-Haul office or at such other location as U-Haul shall determine, and
     shall be available and open to examination and audit quarterly by Owner,
     its representatives, any mortgagee of the Property, and such mortgagee's
     representative.  On or before thirty (30) days after the close of each
     quarter, U-Haul shall cause to be prepared and delivered to Owner, a
     monthly statement of receipts, expenses and charges, together with a
     statement of the disbursements made by U-Haul during such period on
     Owner's behalf.

          (i) [Reserved].

          (j) COLLECTION.  U-Haul shall be responsible for the billing and
     collection of all accounts receivable and for payment of all accounts
     payable with respect to the Property and shall be responsible for
     establishing policies and procedures to minimize the amount of bad debts.
<PAGE>

          (k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on
     behalf and in the name of Owner, any and all legal actions or
     proceedings U-Haul deems necessary or advisable to collect charges,
     rent or other income due to Owner with respect to the Property and to
     oust or dispossess tenants or other persons unlawfully in possession
     under any lease, license concession agreement or otherwise, and to
     collect damages for breach thereof or default thereunder by such
     tenant, licensee, concessionaire or occupant.

          (l) INSURANCE.  U-Haul shall use its best efforts to assure that
     there is obtained and maintained in force, fire, comprehensive
     liability and other insurance policies in amounts generally carried
     with respect to similar facilities. U-Haul may in its discretion
     obtain employee theft or similar insurance in amounts and with such
     deductibles as U-Haul deems appropriate.  U-Haul shall promptly
     provide Owner with such certificates of insurance as Owner may
     reasonably request in writing, evidencing such insurance coverage.

          (m) TAXES.  During the term of this Agreement, U-Haul shall pay
     from Owner's funds, prior to delinquency, all real estate taxes,
     personal property taxes, and all other taxes assessed to, or levied
     upon, the Property.  If required by the holder of any note secured by
     the Property, U-Haul will set aside, from Owner's funds, a reserve
     from each month's rent and other income collected, in an amount
     required by said holder for purposes of payment of real property
     taxes.

          (n) [Reserved].

          (o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding anything
     to the contrary set forth in this Section 2, U-Haul shall not,
     without obtaining the prior written consent of Owner, (i) rent
     storage space in the Property by written lease or agreement for a
     stated term in excess of one year, (ii) alter the building or other
     structures of the Property in any material manner; (iii) make any
     other agreements which exceed a term of one year and are not
     terminable on thirty day's notice at the will of Owner, without
     penalty, payment or surcharge; (iv) act in violation of any law; or
     (v) act in violation of any duty or responsibility of Owner under any
     mortgage loan secured by the Property.

          (p) SHARED EXPENSES.  Owner acknowledges that certain economies
     may be achieved with respect to certain expenses to be incurred by
     U-Haul on behalf of Owner hereunder if materials, supplies, insurance
     or services are purchased by U-Haul in quantity for use not only in
     connection with the Property but in connection with other properties
     owned or managed by U-Haul or its affiliates.  U-Haul shall have the
     right to purchase such materials, supplies, insurance and/or services
     in its own name and charge Owner a pro rata allocable share of the
     cost of the foregoing; provided, however, that the pro rata cost of
     such purchase to Owner shall not result in expenses greater than
     would otherwise be incurred at competitive prices and terms available
<PAGE>
     in the area where the Property is located; and provided further, U-Haul
     shall give Owner access to records so Owner may review any such expenses
     incurred.

          (q) DEPOSIT OF GROSS REVENUES.  All Gross Revenues (as hereinafter
     defined) shall be remitted by U-Haul (or its parent company) on a daily
     basis to a bank account and U-Haul shall maintain such records and systems
     as are necessary or appropriate to enable U-Haul to clearly identify the
     amount of Gross Revenue generated by each Property on a daily basis.

     3.  Duties of Owner.
         ---------------

          Owner hereby agrees to cooperate with U-Haul in the performance
     of U-Haul's duties under this Agreement and to that end, upon the
     request of U-Haul, to provide, at such rental charges, if any, as are
     deemed appropriate, reasonable office space for U-Haul employees on
     the premises of the Property and to give U-Haul access to all files,
     books and records of Owner relevant to the Property.  Owner shall not
     unreasonably withhold or delay any consent or authorization to U-Haul
     required or appropriate under this Agreement.

     4.  Compensation of U-Haul.
         ----------------------

          (a) MANAGEMENT FEE.  Owner shall pay to U-Haul as the full amount
     due for the services herein provided a fee (the "Management Fee") equal
     to six percent (6%) of the "Gross Revenue" derived from or connected with
     the Property so managed by U-Haul hereunder.  The term "Gross Revenue"
     shall mean all receipts (excluding security deposits unless and until
     Owner recognizes the same as income) of Owner (whether or not received by
     U-Haul on behalf or for the account of Owner) arising from the operation
     of the Property, including without limitation, rental payments of lessees
     of space in the Property, vending machine or concessionaire revenues,
     maintenance charges, if any, paid by the tenants of the Property in
     addition to basic rent, parking fees, if any, and all monies whether or
     not otherwise described herein paid for the use of the Property.  "Gross
     Revenue" shall be determined on a cash basis.  The Management Fee shall be
     paid promptly at the end of each calendar quarter and shall be calculated
     on the basis of the "Gross Revenue" of such preceding quarter.  The
     Management Fee shall be paid to each U-Haul property manager herein
     identified based on the Gross Revenue of each respective Property for
     which such property manager is responsible as set forth on Exhibit A
                                                                ---------
     hereto.  Each property manager agrees that its monthly Management Fee
     shall be subordinate to that month's principal balance and interest
     payment on any first lien position mortgage loan on the Property.

          It is understood and agreed that the Management Fee will not be
     reduced by the cost to Owner of those employees and independent
     contractors engaged by or for Owner, including but not limited to the
     categories of personnel specifically referred to in Section 2(d).
<PAGE>
     Except as provided in this Section 4, it is further understood and
     agreed that U-Haul shall not be entitled to additional compensation
     of any kind in connection with the performance by it of its duties
     under this Agreement.

          (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
     Management Fee described above, U-Haul shall be entitled to reimbursement
     from Owner, on a quarterly basis, for all out-of-pocket expenses incurred
     by U-Haul hereunder in connection with the management and operation of
     the Property, including, without limitation, taxes, insurance, operational
     expenses, overhead, litigation and dispute resolution related expenses,
     capital improvement expenses, and costs of sales.

     5.  Use of Trademarks, Service Marks and Related Items.
         --------------------------------------------------

          Owner acknowledges the significant value of the "U-Haul" name in
     the operations of Owner's property and it is therefore understood and
     agreed that the name, trademark and service mark, "U-Haul", and related
     marks, slogans, caricatures, designs and other trade or service items
     shall be utilized for the non-exclusive benefit of Owner in the rental
     and operation of the Property, and in comparable operations elsewhere.
     It is further understood and agreed that this name and all such marks,
     slogans, caricatures, designs and other trade or service items shall
     remain and be at all times the property of U-Haul and its affiliates,
     and that, except during the term hereof and as expressly provided herein,
     Owner shall have no right whatsoever therein.  Owner agrees that during
     the term of this agreement the sign faces at the property will have the
     name "U-Haul".  The U-Haul sign faces will be paid for by Owner.  Upon
     termination of this agreement at any time for any reason, all such use by
     and for the benefit of Owner of any such name, mark, slogan, caricature,
     design or other trade or service item in connection with the Property
     shall, in any event, be terminated and any signs bearing any of the
     foregoing shall be removed from view and no longer used by Owner.  In
     addition, upon termination of this Agreement at any time for any reason,
     Owner shall not enter into any new leases of Property using the U-Haul
     lease form or use other forms prepared by U-Haul.  It is understood and
     agreed that U-Haul will use and shall be unrestricted in its use of such
     name, mark, slogan, caricature, design or other trade or service item in
     the management and operation of other storage facilities both during and
     after the expiration or termination of the term of this Agreement.
<PAGE>

     6.  Termination.
         -----------

          Owner or U-Haul may terminate this Agreement with or without
     cause by giving not less than thirty days' written notice to the
     other party pursuant to Section 11 hereof.  In addition, if Owner
     fails to pay U-Haul any amounts owed under this Agreement when due,
     U-Haul may terminate this Agreement by giving Owner not less than ten
     days written notice pursuant to Section 11 hereof.  Notwithstanding
     the foregoing, however, U-Haul shall not resign as property manager
     of the Property until a nationally recognized and reputable successor
     property manager is available and prepared to assume property
     management responsibilities with respect to the Property in question.
     Upon termination of this Agreement, U-Haul shall promptly return to
     Owner all monies, books, records and other materials held by U-Haul
     for or on behalf of Owner.  In addition, if U-Haul has contracted to
     advertise the Property in the Yellow Pages, Owner shall, at the
     option of U-Haul, continue to be responsible for the cost of such
     advertisement and shall either (i) pay U-Haul the remaining amount
     due under such contract in a lump sum; or (ii) pay U-Haul monthly for
     the amount due under such contract.

     7.  Indemnification.
         ---------------

          Owner hereby agrees to indemnify and hold each of U-Haul, all
     persons and companies affiliated with U-Haul, and all officers,
     shareholders, directors, employees and agents of U-Haul and of any
     affiliated companies or persons (collectively, the "Indemnified
     Persons") harmless from any and all costs, expenses, attorneys' fees,
     suits, liabilities, judgments, damages, and claims in connection with
     the management of the Property (including the loss of use thereof
     following any damage, injury or destruction), arising from any cause
     except for the willful misconduct or gross negligence on the part of
     the Indemnified Persons.  In addition, no Indemnified Person shall be
     liable for any error of judgment or for any mistake of fact or law,
     or for anything which it may do or refrain from doing hereafter,
     except in cases of willful misconduct or gross negligence.  U-Haul
     hereby agrees to indemnify and hold Owner harmless from any and all
     costs, expenses, attorneys' fees, suits, liabilities, judgments,
     damages and claims in connection with the management of the Property
     arising from the willful misconduct of, gross negligence of, or
     breach of this Agreement by the Indemnified Persons.  In addition,
     U-Haul shall not be liable to Owner for the acts or omissions of
     U-Haul's officers, shareholders, directors, employees, and agents
     except for U-Haul's own gross negligence or willful misconduct.

     8.  Assignment.
         ----------

          This Agreement may be assigned by Owner in connection with any
     mortgage loan on the Property, whether pursuant to a conditional or
     unconditional, absolute assignment.  U-Haul shall have the right to
     assign this Agreement to an affiliate or a wholly or majority owned
<PAGE>
     subsidiary; provided, however, any such assignee must assume all
     obligations of U-Haul hereunder, Owner's rights hereunder will be
     enforceable against any such assignee and U-Haul shall not be
     released from its liabilities hereunder unless Owner shall expressly
     agree thereto in writing.

     9.  Headings.
         --------

          The headings contained herein are for convenience of reference
     only and are not intended to define, limit or describe the scope or
     intent of any provision of this Agreement.

     10.  Governing Law.
          -------------

          The validity of this Agreement, the construction of its terms
     and the interpretation of the rights and duties of the parties shall
     be governed by the internal laws of the State of Arizona.

     11.  Notices.
          -------

          Any notice required or permitted herein shall be in writing and
     shall be personally delivered or mailed first class postage prepaid
     or delivered by an overnight delivery service to the respective
     addresses of the parties set forth below their signatures on the
     signature page thereof, or to such other address as any party may
     give to the other in writing.  Any notice required by this Agreement
     will be deemed to have been given when personally served or one day
     after delivery to an overnight delivery service or five days after
     deposit in the first class mail.

     12.  Severability.
          ------------

          Should any term or provision hereof be deemed invalid, void or
     unenforceable either in its entirety or in a particular application,
     the remainder of this Agreement shall nonetheless remain in full
     force and effect and, if the subject term or provision is deemed to
     be invalid, void or unenforceable only with respect to a particular
     application, such term or provision shall remain in full force and
     effect with respect to all other applications.

     13.  Successors.
          ----------

          This Agreement shall be binding upon and inure to the benefit of
     the respective parties hereto and their permitted assigns and
     successors in interest.
<PAGE>

     14.  Attorneys' Fees.
          ---------------

          If it shall become necessary for any party hereto to engage
     attorneys to institute legal action for the purpose of enforcing
     their respective rights hereunder or for the purpose of defending
     legal action brought by the other party hereto, the party or parties
     prevailing in such litigation shall be entitled to receive all costs,
     expenses and fees (including reasonable attorneys' fees) incurred by
     it in such litigation (including appeals).

     15.  Counterparts.
          ------------

          This Agreement may be executed in one or more counterparts, each
     of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

     16.  Scope of Property Manager Responsibility.
          ----------------------------------------

          The duties, obligations and liability of each property manager
     identified herein shall extend only so far as to relate to the
     Property for which such property manager is managing located in the
     domicile state of such property manager, as more specifically
     described on Exhibit A hereto, and no individual property manager
     hereunder shall be liable for the acts or omissions of any other
     property manager hereunder.  Each property manager shall use its best
     efforts to assist Owner in fulfilling Owner's obligations arising
     under any loan to Owner that is secured by the Property, including
     but not limited to preparing and providing financial and accounting
     reports, and maintaining the Property.  Each property manager agrees
     that it will perform its obligations hereunder according to
     reasonable industry standards, in good faith, and in a commercially
     reasonable manner.  U-Haul agrees that, in discharging its duties
     hereunder, it will not have any relationship with any of its
     affiliates that would be less favorable to Owner than would
     reasonably be available in a transaction with an unaffiliated party.


     [Rest of page intentionally left blank]
<PAGE>
          IN WITNESS WHEREOF, the parties hereto execute this Agreement as
     of the date first above written.

"Owner":
 ----

Eighteen SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ Mark V. Shoen
    -------------------------
     Mark V. Shoen, President


"U-Haul":
 ------

U-Haul Co. of Nevada, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of California, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Utah, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Arizona, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>




U-Haul Co. of Texas, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Rhode Island, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of New York, Inc.

By:  /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Pennsylvania, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of New Jersey, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Colorado, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Massachusetts, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>


<TABLE>
                                    Exhibit A

<CAPTION>
Centers             Name                      Address             City        State
<S>     <C>                           <C>                     <C>               <C>
706086  U-HAUL CTR DBL DIAMOND RANCH  10400 S VIRGINA STREET  RENO              NV
717082  U-HAUL CENTER MIRAMAR         9650 CAMINO RUIZ        SAN DIEGO         CA
720059  U-HAUL CTR SALT LK            55 EAST 3900 SOUTH      SALT LAKE CITY    UT
723030  U-HAUL CENTER KYRENE ROAD     6190 W CHANDLER BLVD    CHANDLER          AZ
741032  U-HAUL CENTER DENTON          164 NORTH I-35 E        DENTON            TX
741034  U-HAUL CENTER LOS RIOS        1100 LOS RIOS           PLANO             TX
746072  U-HAUL CTR ALIEF              11334 BELLAIRE BLVD     HOUSTON SOUTH     TX
796051  U-HAUL N BROADWAY             738 N BROADWAY          EAST PROVIDENCE   RI
803080  U-HAUL BRONX PARK             2800 WHITE PLAINS RD    BRONX             NY
810051  U-HAUL MACARTHUR ROAD         3001 MACARTHUR ROAD     WHITEHALL         PA
813047  U-HAUL CINNAMINSON            2101 ROUTE 130          CINNAMINSON       NJ
816075  U-HAUL PALM SPRINGS           68075 RAMON ROAD        CATHEDRAL CITY    CA
834044  U-HAUL CENTER S HAVANA        615 S HAVANA            AURORA SOUTH      CO
837051  U-HAUL CENTRAL SQ             844 MAIN ST             CAMBRIDGE         MA
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>sac20pma.txt
<DESCRIPTION>PROPERTY MANAGEMENT AGREEMENT 20SAC
<TEXT>


                        PROPERTY MANAGEMENT AGREEMENT
                        -----------------------------

          THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
     into as of December 31, 2001 among Twenty SAC Self-Storage Corporation,
     a Nevada corporation, with its principal place of business at 715 South
     Country Club Drive, Mesa, AZ 85210 ("Owner"), and the property managers
     identified on Exhibit A attached hereto and incorporated herein by
                   ---------
     reference (each such property manager is respectively referred to herein
     as "U-Haul").

                                  RECITALS
                                  --------

          A.  Owner owns the real property and self-storage related
     improvements thereon located at the street addresses identified on
     Exhibit A hereto (hereinafter, collectively the "Property").

          B.  Owner intends that the Property be rented on a space-by-
     space retail basis to corporations, partnerships, individuals and/or
     other entities for use as self-storage facilities.

          C.  Owner desires that U-Haul manage the Property and U-Haul
     desires to act as the property manager for the Property, all in
     accordance with the terms and conditions of this Agreement and as
     more specifically designated on Exhibit A hereto.

          NOW, THEREFORE, in consideration of the mutual covenants herein
     contained, Owner and U-Haul hereby agree as follows.

     1.  Employment.
         ----------

          (a) Owner hereby retains U-Haul, and U-Haul agrees to act as
     manager of the Property upon the terms and conditions hereinafter set
     forth.

          (b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
     in the business of managing self-storage facilities, both for its own
     account and for the account of others.  It is hereby expressly agreed
     that notwithstanding this Agreement, U-Haul and such affiliates may
     continue to engage in such activities, may manage facilities other
     than those presently managed by U-Haul and its affiliates (whether or
     not such other facilities may be in direct or indirect competition
     with Owner) and may in the future engage in other business which may
     compete directly or indirectly with activities of Owner.

          (c) In the performance of their respective duties under this
     Agreement, each U-Haul property manager shall occupy the position of
     an independent contractor with respect to Owner.  Nothing contained
     herein shall be construed as making the parties
<PAGE>
     hereto (or any of them) partners or joint venturors, nor (except as
     expressly otherwise provided for herein) construed as making U-Haul
     an agent or employee of Owner or of any other U-Haul property manager
     hereunder.

     2.  Duties and Authority of U-Haul.
         ------------------------------

          (a) GENERAL DUTIES AND AUTHORITY.  Subject only to the
     restrictions and limitations provided in paragraphs (o) and (p) of
     this Section 2 and the right of Owner to terminate this Agreement as
     provided in Section 6 hereof, U-Haul shall have the sole and
     exclusive authority to fully manage the Property and supervise and
     direct the business and affairs associated or related to the daily
     operation thereof, and, to that end on behalf of Owner, to execute
     such documents and instruments as, in the sole judgment of U-Haul,
     are reasonably necessary or advisable under the circumstances in
     order to fulfill U-Haul's duties hereunder.  Such duties and
     authority shall include, without limitation, those set forth below.
     Throughout the Term of this Agreement, U-Haul shall operate the
     Property under the "U-Haul" REGISTERED name.

          (b) RENTING OF THE PROPERTY.  U-Haul shall establish policies
     and procedures for the marketing activities for the Property, and may
     advertise the Property through such media as U-Haul deems advisable,
     including, without limitation, advertising with the Yellow Pages.
     U-Haul shall have the sole discretion, which discretion shall be
     exercised in good faith, to establish the terms and conditions of
     occupancy by the tenants of the Property, and U-Haul is hereby
     authorized to enter into rental agreements on behalf and for the
     account of Owner with such tenants and to collect rent from such
     tenants. U-Haul may jointly advertise the Property with other
     properties owned or managed by U-Haul, and in that event, U-Haul
     shall reasonably allocate the cost of such advertising among such
     properties.

          (c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
     execute, supervise and have control over the making and executing of
     all decisions concerning the acquisition of furniture, fixtures and
     supplies for the Property, and may purchase, lease or otherwise
     acquire the same on behalf of Owner.  U-Haul shall make and execute,
     or supervise and have control over the making and executing of all
     decisions concerning the maintenance, repair, and landscaping of the
     Property. U-Haul shall, on behalf of Owner, negotiate and contract
     for and supervise the installation of all capital improvements
     related to the Property; provided, however, that U-Haul agrees to
     secure the prior written approval of Owner on all such expenditures
     in excess of $5,000.00 for any one item, except monthly or recurring
     operating charges and/or emergency repairs if in the opinion of U-Haul
     such emergency-related expenditures are necessary to protect the
     Property from damage or to maintain services to the tenants as called
     for in their respective leases.

          (d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
     contractors, subcontractors and employees with respect to the
     Property and shall hire, discharge and supervise all labor and
<PAGE>
     employees required for the operation and maintenance of the Property.
     Any employees so hired shall be employees of U-Haul, and shall be
     carried on the payroll of U-Haul.  Employees may include, but will
     not be limited to, on-site resident managers, on-site assistant
     managers, and relief managers located, rendering services, or
     performing activities on the Property in connection with its operation
     and management.  The cost of employing such persons shall not exceed
     prevailing rates for comparable persons performing the same or similar
     services with respect to real estate similar to the Property.

          (e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf of
     Owner such agreements which U-Haul deems necessary or advisable for
     the furnishing of utilities, services, concessions and supplies, for
     the maintenance, repair and operation of the Property and such other
     agreements which may benefit the Property or be incidental to the
     matters for which U-Haul is responsible hereunder.

          (f) OTHER DECISIONS.  U-Haul shall make all decisions in
     connection with the daily operation of the Property.

          (g) REGULATIONS AND PERMITS.  U-Haul shall comply in all
     material respects with any statute, ordinance, law, rule, regulation
     or order of any governmental or regulatory body, having jurisdiction
     over the Property, respecting the use of the Property or the
     maintenance or operation thereof.  U-Haul shall apply for and attempt
     to obtain and maintain, on behalf of Owner, all licenses and permits
     required or advisable (in the sole judgment of U-Haul) in connection
     with the management and operation of the Property.

          (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
     U-Haul shall establish, supervise, direct and maintain the operation of
     a system of record keeping and bookkeeping with respect to all receipts
     and disbursements in connection with the management and operation of the
     Property.  The books, records and accounts shall be maintained at the
     U-Haul office or at such other location as U-Haul shall determine, and
     shall be available and open to examination and audit quarterly by Owner,
     its representatives, any mortgagee of the Property, and such mortgagee's
     representative.  On or before thirty (30) days after the close of each
     quarter, U-Haul shall cause to be prepared and delivered to Owner, a
     monthly statement of receipts, expenses and charges, together with a
     statement of the disbursements made by U-Haul during such period on
     Owner's behalf.

          (i) [Reserved].

          (j) COLLECTION.  U-Haul shall be responsible for the billing and
     collection of all accounts receivable and for payment of all accounts
     payable with respect to the Property and shall be responsible for
     establishing policies and procedures to minimize the amount of bad
     debts.
<PAGE>

          (k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on
     behalf and in the name of Owner, any and all legal actions or
     proceedings U-Haul deems necessary or advisable to collect charges,
     rent or other income due to Owner with respect to the Property and to
     oust or dispossess tenants or other persons unlawfully in possession
     under any lease, license concession agreement or otherwise, and to
     collect damages for breach thereof or default thereunder by such
     tenant, licensee, concessionaire or occupant.

          (l) INSURANCE.  U-Haul shall use its best efforts to assure that
     there is obtained and maintained in force, fire, comprehensive
     liability and other insurance policies in amounts generally carried
     with respect to similar facilities. U-Haul may in its discretion
     obtain employee theft or similar insurance in amounts and with such
     deductibles as U-Haul deems appropriate.  U-Haul shall promptly
     provide Owner with such certificates of insurance as Owner may
     reasonably request in writing, evidencing such insurance coverage.

          (m) TAXES.  During the term of this Agreement, U-Haul shall pay
     from Owner's funds, prior to delinquency, all real estate taxes,
     personal property taxes, and all other taxes assessed to, or levied
     upon, the Property.  If required by the holder of any note secured by
     the Property, U-Haul will set aside, from Owner's funds, a reserve
     from each month's rent and other income collected, in an amount
     required by said holder for purposes of payment of real property
     taxes.

          (n) [Reserved].

          (o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding anything
     to the contrary set forth in this Section 2, U-Haul shall not,
     without obtaining the prior written consent of Owner, (i) rent
     storage space in the Property by written lease or agreement for a
     stated term in excess of one year, (ii) alter the building or other
     structures of the Property in any material manner; (iii) make any
     other agreements which exceed a term of one year and are not
     terminable on thirty day's notice at the will of Owner, without
     penalty, payment or surcharge; (iv) act in violation of any law; or
     (v) act in violation of any duty or responsibility of Owner under any
     mortgage loan secured by the Property.

          (p) SHARED EXPENSES.  Owner acknowledges that certain economies
     may be achieved with respect to certain expenses to be incurred by
     U-Haul on behalf of Owner hereunder if materials, supplies, insurance
     or services are purchased by U-Haul in quantity for use not only in
     connection with the Property but in connection with other properties
     owned or managed by U-Haul or its affiliates.  U-Haul shall have the
     right to purchase such materials, supplies, insurance and/or services
     in its own name and charge Owner a pro rata allocable share of the
     cost of the foregoing; provided, however, that the pro rata cost of
     such purchase to Owner shall not result in expenses greater than
     would otherwise be incurred at competitive prices and terms available
<PAGE>
     in the area where the Property is located; and provided further,
     U-Haul shall give Owner access to records so Owner may review any such
     expenses incurred.

          (q) DEPOSIT OF GROSS REVENUES.  All Gross Revenues (as hereinafter
     defined) shall be remitted by U-Haul (or its parent company) on a daily
     basis to a bank account maintained by UBS Warburg Real Estate Investments
     Inc. ("Lender") (or an affiliate thereof) and the funds therein shall be
     applied in the manner specified in that Cash Management Agreement dated
     the date hereof among Owner, U-Haul and Lender.  U-Haul shall maintain
     such records and systems as are necessary or appropriate to enable U-Haul
     to clearly identify the amount of Gross Revenue generated by each Property
     on a daily basis.

     3.  Duties of Owner.
         ---------------

          Owner hereby agrees to cooperate with U-Haul in the performance
     of U-Haul's duties under this Agreement and to that end, upon the
     request of U-Haul, to provide, at such rental charges, if any, as are
     deemed appropriate, reasonable office space for U-Haul employees on
     the premises of the Property and to give U-Haul access to all files,
     books and records of Owner relevant to the Property.  Owner shall not
     unreasonably withhold or delay any consent or authorization to U-Haul
     required or appropriate under this Agreement.  Throughout the term
     hereof, Owner shall not permit the Property to be operated under any
     name other than "U-Haul" REGISTERED.

     4.  Compensation of U-Haul.
         ----------------------

          (a) MANAGEMENT FEE.  Owner shall pay to U-Haul as the full
     amount due for the services herein provided a fee (the "Management
     Fee") equal to six percent (6%) of the "Gross Revenue" derived from
     or connected with the Property so managed by U-Haul hereunder.
     U-Haul shall not offset or reduce the amount of the Management Fee
     payable to it at any time hereunder in exchange for a reduction in
     the amount rent due from U-Haul to Owner pursuant to any lease
     agreement between U-Haul and Owner.  The term "Gross Revenue" shall
     mean all receipts (excluding security deposits unless and until Owner
     recognizes the same as income) of Owner (whether or not received by
     U-Haul on behalf or for the account of Owner) arising from the
     operation of the Property, including without limitation, rental
     payments of lessees of space in the Property, vending machine or
     concessionaire revenues, maintenance charges, if any, paid by the
     tenants of the Property in addition to basic rent, parking fees, if
     any, and all monies whether or not otherwise described herein paid
     for the use of the Property.  "Gross  Revenue" shall be determined on
     a cash basis.  The Management Fee shall be paid promptly at the end
     of each calendar quarter and shall be calculated on the basis of the
     "Gross Revenue" of such preceding quarter.  The Management Fee shall
     be paid to each U-Haul property manager herein identified based on
     the Gross Revenue of each respective Property for which such property
     manager is responsible as set forth on Exhibit A hereto.  Each
                                            ---------
<PAGE>
     property manager agrees that its monthly Management Fee shall be
     subordinate to that month's principal balance and interest payment on
     any first lien position mortgage loan on the Property.

          It is understood and agreed that the Management Fee will not be
     reduced by the cost to Owner of those employees and independent
     contractors engaged by or for Owner, including but not limited to the
     categories of personnel specifically referred to in Section 2(d).
     Except as provided in this Section 4, it is further understood and
     agreed that U-Haul shall not be entitled to additional compensation
     of any kind in connection with the performance by it of its duties
     under this Agreement.

          (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
     Management Fee described above, U-Haul shall be entitled to
     reimbursement from Owner, on a quarterly basis, for all out-of-pocket
     expenses incurred by U-Haul hereunder in connection with the
     management and operation of the Property, including, without
     limitation, taxes, insurance, operational expenses, overhead,
     litigation and dispute resolution related expenses, capital
     improvement expenses, and costs of sales.

     5.  Use of Trademarks, Service Marks and Related Items.
         --------------------------------------------------

          Owner acknowledges the significant value of the "U-Haul" name in
     the operations of Owner's property and it is therefore understood and
     agreed that the name, trademark and service mark, "U-Haul", and
     related marks, slogans, caricatures, designs and other trade or
     service items shall be utilized for the non-exclusive benefit of
     Owner in the rental and operation of the Property, and in comparable
     operations elsewhere.  It is further understood and agreed that this
     name and all such marks, slogans, caricatures, designs and other
     trade or service items shall remain and be at all times the property
     of U-Haul and its affiliates, and that, except during the term hereof
     and as expressly provided herein, Owner shall have no right
     whatsoever therein.  Owner agrees that during the term of this
     agreement the sign faces at the property will have the name "U-Haul".
     The U-Haul sign faces will be paid for by Owner.  Upon termination of
     this agreement at any time for any reason, all such use by and for
     the benefit of Owner of any such name, mark, slogan, caricature,
     design or other trade or service item in connection with the Property
     shall, in any event, be terminated and any signs bearing any of the
     foregoing shall be removed from view and no longer used by Owner.  In
     addition, upon termination of this Agreement at any time for any
     reason, Owner shall not enter into any new leases of Property using
     the U-Haul lease form or use other forms prepared by U-Haul.  It is
     understood and agreed that U-Haul will use and shall be unrestricted
     in its use of such name, mark, slogan, caricature, design or other
     trade or service item in the management and operation of other
     storage facilities both during and after the expiration or
     termination of the term of this Agreement.
<PAGE>

     6.  Termination.
         -----------

          Owner or U-Haul may terminate this Agreement with or without
     cause by giving not less than thirty days' written notice to the
     other party pursuant to Section 11 hereof.  In addition, if Owner
     fails to pay U-Haul any amounts owed under this Agreement when due,
     U-Haul may terminate this Agreement by giving Owner not less than ten
     days written notice pursuant to Section 11 hereof.  Notwithstanding
     the foregoing, however, U-Haul shall not resign as property manager
     of the Property until a nationally recognized and reputable successor
     property manager is available and prepared to assume property
     management responsibilities with respect to the Property in question.
     Upon termination of this Agreement, U-Haul shall promptly return to
     Owner all monies, books, records and other materials held by U-Haul
     for or on behalf of Owner.  In addition, if U-Haul has contracted to
     advertise the Property in the Yellow Pages, Owner shall, at the
     option of U-Haul, continue to be responsible for the cost of such
     advertisement and shall either (i) pay U-Haul the remaining amount
     due under such contract in a lump sum; or (ii) pay U-Haul monthly for
     the amount due under such contract.

     7.  Indemnification.
         ---------------

          Owner hereby agrees to indemnify and hold each of U-Haul, all
     persons and companies affiliated with U-Haul, and all officers,
     shareholders, directors, employees and agents of U-Haul and of any
     affiliated companies or persons (collectively, the "Indemnified
     Persons") harmless from any and all costs, expenses, attorneys' fees,
     suits, liabilities, judgments, damages, and claims in connection with
     the management of the Property (including the loss of use thereof
     following any damage, injury or destruction), arising from any cause
     except for the willful misconduct or gross negligence on the part of
     the Indemnified Persons.  In addition, no Indemnified Person shall be
     liable for any error of judgment or for any mistake of fact or law,
     or for anything which it may do or refrain from doing hereafter,
     except in cases of willful misconduct or gross negligence.  U-Haul
     hereby agrees to indemnify and hold Owner harmless from any and all
     costs, expenses, attorneys' fees, suits, liabilities, judgments,
     damages and claims in connection with the management of the Property
     arising from the willful misconduct of, gross negligence of, or
     breach of this Agreement by the Indemnified Persons.  In addition,
     U-Haul shall not be liable to Owner for the acts or omissions of
     U-Haul's officers, shareholders, directors, employees, and agents
     except for U-Haul's own gross negligence or willful misconduct.

     8.  Assignment.
         ----------

          This Agreement may be assigned by Owner in connection with any
     mortgage loan on the Property, whether pursuant to a conditional or
     unconditional, absolute assignment.  U-Haul shall have the right to
     assign this Agreement to an affiliate or a wholly or majority owned
<PAGE>
     subsidiary; provided, however, any such assignee must assume all
     obligations of U-Haul hereunder, Owner's rights hereunder will be
     enforceable against any such assignee and U-Haul shall not be
     released from its liabilities hereunder unless Owner shall expressly
     agree thereto in writing.

     9.  Headings.
         --------

          The headings contained herein are for convenience of reference
     only and are not intended to define, limit or describe the scope or
     intent of any provision of this Agreement.

     10.  Governing Law.
          -------------

          The validity of this Agreement, the construction of its terms
     and the interpretation of the rights and duties of the parties shall
     be governed by the internal laws of the State of Arizona.

     11.  Notices.
          -------

          Any notice required or permitted herein shall be in writing and
     shall be personally delivered or mailed first class postage prepaid
     or delivered by an overnight delivery service to the respective
     addresses of the parties set forth below their signatures on the
     signature page thereof, or to such other address as any party may
     give to the other in writing.  Any notice required by this Agreement
     will be deemed to have been given when personally served or one day
     after delivery to an overnight delivery service or five days after
     deposit in the first class mail.

     12.  Severability.
          ------------

          Should any term or provision hereof be deemed invalid, void or
     unenforceable either in its entirety or in a particular application,
     the remainder of this Agreement shall nonetheless remain in full
     force and effect and, if the subject term or provision is deemed to
     be invalid, void or unenforceable only with respect to a particular
     application, such term or provision shall remain in full force and
     effect with respect to all other applications.

     13.  Successors.
          ----------

          This Agreement shall be binding upon and inure to the benefit of
     the respective parties hereto and their permitted assigns and
     successors in interest.
<PAGE>

     14.  Attorneys' Fees.
          ---------------

          If it shall become necessary for any party hereto to engage
     attorneys to institute legal action for the purpose of enforcing
     their respective rights hereunder or for the purpose of defending
     legal action brought by the other party hereto, the party or parties
     prevailing in such litigation shall be entitled to receive all costs,
     expenses and fees (including reasonable attorneys' fees) incurred by
     it in such litigation (including appeals).

     15.  Counterparts.
          ------------

          This Agreement may be executed in one or more counterparts, each
     of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

     16.  Scope of Property Manager Responsibility.
          ----------------------------------------

          The duties, obligations and liability of each property manager
     identified herein shall extend only so far as to relate to the
     Property for which such property manager is managing located in the
     domicile state of such property manager, as more specifically
     described on Exhibit A hereto, and no individual property manager
     hereunder shall be liable for the acts or omissions of any other
     property manager hereunder.  Each property manager shall use its best
     efforts to assist Owner in fulfilling Owner's obligations arising
     under any loan to Owner that is secured by the Property, including
     but not limited to preparing and providing financial and accounting
     reports, and maintaining the Property.  Each property manager agrees
     that it will perform its obligations hereunder according to
     reasonable industry standards, in good faith, and in a commercially
     reasonable manner.  U-Haul agrees that, in discharging its duties
     hereunder, it will not have any relationship with any of its
     affiliates that would be less favorable to Owner than would
     reasonably be available in a transaction with an unaffiliated party.


     [Rest of page intentionally left blank]
<PAGE>
          IN WITNESS WHEREOF, the parties hereto execute this Agreement as
     of the date first above written.

"Owner":
 -----

Twenty SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ Mark V. Shoen
    -------------------------------

Its: President
     -------------------------------
<PAGE>


"U-Haul":
 ------

U-Haul Co. of Arizona, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of California,  Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Georgia, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of New Jersey, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Oregon, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Rhode Island, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>

U-Haul Co. of Texas, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Virginia, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>









                                  Exhibit A
                                  ---------

700026 U-HAUL CTR OF BEND       BEND            OR   97701
717068 U-HAUL LEMON GROVE       LEMON GROVE     CA   91945
723082 U-HAUL MAIN&LINDSAY      MESA            AZ   85203
744080 U-HAUL SAN PEDRO         SAN ANTONIO     TX   78212
776053 U-HAUL CT PETERS ST      ATLANTA EAST    GA   30313
796058 U-HAUL CTR WARWICK       WARWICK         RI   02886
813020 U-HAUL CENTER ROUTE 37   TOMS RIVER      NJ   08753
825067 U-HAUL AIRLINE CTR       PORTSMOUTH      VA   23701
836044 U-HAUL CENTER ARLINGTON  ARLINGTON       TX   76012



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>sac21pma.txt
<DESCRIPTION>PROPERTY MANAGEMENT AGREEMENT 21SAC
<TEXT>


                        PROPERTY MANAGEMENT AGREEMENT
                        -----------------------------

          THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
     into as of December 31, 2001 among Twenty-One SAC Self-Storage
     Corporation, a Nevada corporation, with its principal place of
     business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"),
     and the property managers identified on Exhibit A attached hereto and
                                             ---------
     incorporated herein by reference (each such property manager is
     respectively referred to herein as "U-Haul").

                                  RECITALS
                                  --------

          A.  Owner owns the real property and self-storage related
     improvements thereon located at the street addresses identified on
     Exhibit A hereto (hereinafter, collectively the "Property").

          B.  Owner intends that the Property be rented on a space-by-
     space retail basis to corporations, partnerships, individuals and/or
     other entities for use as self-storage facilities.

          C.  Owner desires that U-Haul manage the Property and U-Haul
     desires to act as the property manager for the Property, all in
     accordance with the terms and conditions of this Agreement and as
     more specifically designated on Exhibit A hereto.

          NOW, THEREFORE, in consideration of the mutual covenants herein
     contained, Owner and U-Haul hereby agree as follows.

     1.  Employment.
         ----------

          (a) Owner hereby retains U-Haul, and U-Haul agrees to act as
     manager of the Property upon the terms and conditions hereinafter set
     forth.

          (b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
     in the business of managing self-storage facilities, both for its own
     account and for the account of others.  It is hereby expressly agreed
     that notwithstanding this Agreement, U-Haul and such affiliates may
     continue to engage in such activities, may manage facilities other
     than those presently managed by U-Haul and its affiliates (whether or
     not such other facilities may be in direct or indirect competition
     with Owner) and may in the future engage in other business which may
     compete directly or indirectly with activities of Owner.

          (c) In the performance of their respective duties under this
     Agreement, each U-Haul property manager shall occupy the position of
     an independent contractor with respect to Owner.  Nothing contained
     herein shall be construed as making the parties
<PAGE>
     hereto (or any of them) partners or joint venturors, nor (except as
     expressly otherwise provided for herein) construed as making U-Haul
     an agent or employee of Owner or of any other U-Haul property manager
     hereunder.

     2.  Duties and Authority of U-Haul.
         ------------------------------

          (a) GENERAL DUTIES AND AUTHORITY.  Subject only to the
     restrictions and limitations provided in paragraphs (o) and (p) of
     this Section 2 and the right of Owner to terminate this Agreement as
     provided in Section 6 hereof, U-Haul shall have the sole and
     exclusive authority to fully manage the Property and supervise and
     direct the business and affairs associated or related to the daily
     operation thereof, and, to that end on behalf of Owner, to execute
     such documents and instruments as, in the sole judgment of U-Haul,
     are reasonably necessary or advisable under the circumstances in
     order to fulfill U-Haul's duties hereunder.  Such duties and
     authority shall include, without limitation, those set forth below.
     Throughout the Term of this Agreement, U-Haul shall operate the
     Property under the "U-Haul" REGISTERED name.

          (b) RENTING OF THE PROPERTY.  U-Haul shall establish policies
     and procedures for the marketing activities for the Property, and may
     advertise the Property through such media as U-Haul deems advisable,
     including, without limitation, advertising with the Yellow Pages.
     U-Haul shall have the sole discretion, which discretion shall be
     exercised in good faith, to establish the terms and conditions of
     occupancy by the tenants of the Property, and U-Haul is hereby
     authorized to enter into rental agreements on behalf and for the
     account of Owner with such tenants and to collect rent from such
     tenants. U-Haul may jointly advertise the Property with other
     properties owned or managed by U-Haul, and in that event, U-Haul
     shall reasonably allocate the cost of such advertising among such
     properties.

          (c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
     execute, supervise and have control over the making and executing of
     all decisions concerning the acquisition of furniture, fixtures and
     supplies for the Property, and may purchase, lease or otherwise
     acquire the same on behalf of Owner.  U-Haul shall make and execute,
     or supervise and have control over the making and executing of all
     decisions concerning the maintenance, repair, and landscaping of the
     Property. U-Haul shall, on behalf of Owner, negotiate and contract
     for and supervise the installation of all capital improvements
     related to the Property; provided, however, that U-Haul agrees to
     secure the prior written approval of Owner on all such expenditures
     in excess of $5,000.00 for any one item, except monthly or recurring
     operating charges and/or emergency repairs if in the opinion of
     U-Haul such emergency-related expenditures are necessary to protect the
     Property from damage or to maintain services to the tenants as called
     for in their respective leases.

          (d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
     contractors, subcontractors and employees with respect to the
     Property and shall hire, discharge and supervise all labor and
<PAGE>
     employees required for the operation and maintenance of the Property.
     Any employees so hired shall be employees of U-Haul, and shall be
     carried on the payroll of U-Haul.  Employees may include, but will
     not be limited to, on-site resident managers, on-site assistant
     managers, and relief managers located, rendering services, or
     performing activities on the Property in connection with its
     operation and management.  The cost of employing such persons shall
     not exceed prevailing rates for comparable persons performing the
     same or similar services with respect to real estate similar to the
     Property.

          (e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf of
     Owner such agreements which U-Haul deems necessary or advisable for
     the furnishing of utilities, services, concessions and supplies, for
     the maintenance, repair and operation of the Property and such other
     agreements which may benefit the Property or be incidental to the
     matters for which U-Haul is responsible hereunder.

          (f) OTHER DECISIONS.  U-Haul shall make all decisions in
     connection with the daily operation of the Property.

          (g) REGULATIONS AND PERMITS.  U-Haul shall comply in all
     material respects with any statute, ordinance, law, rule, regulation
     or order of any governmental or regulatory body, having jurisdiction
     over the Property, respecting the use of the Property or the
     maintenance or operation thereof.  U-Haul shall apply for and attempt
     to obtain and maintain, on behalf of Owner, all licenses and permits
     required or advisable (in the sole judgment of U-Haul) in connection
     with the management and operation of the Property.

          (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
     U-Haul shall establish, supervise, direct and maintain the operation
     of a system of record keeping and bookkeeping with respect to all
     receipts and disbursements in connection with the management and
     operation of the Property.  The books, records and accounts shall be
     maintained at the U-Haul office or at such other location as U-Haul
     shall determine, and shall be available and open to examination and
     audit quarterly by Owner, its representatives, any mortgagee of the
     Property, and such mortgagee's representative.  On or before thirty
     (30) days after the close of each quarter, U-Haul shall cause to be
     prepared and delivered to Owner, a monthly statement of receipts,
     expenses and charges, together with a statement of the disbursements
     made by U-Haul during such period on Owner's behalf.

          (i) [Reserved].

          (j) COLLECTION.  U-Haul shall be responsible for the billing and
     collection of all accounts receivable and for payment of all accounts
     payable with respect to the Property and shall be responsible for
     establishing policies and procedures to minimize the amount of bad
     debts.
<PAGE>

          (k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on
     behalf and in the name of Owner, any and all legal actions or
     proceedings U-Haul deems necessary or advisable to collect charges,
     rent or other income due to Owner with respect to the Property and to
     oust or dispossess tenants or other persons unlawfully in possession
     under any lease, license concession agreement or otherwise, and to
     collect damages for breach thereof or default thereunder by such
     tenant, licensee, concessionaire or occupant.

          (l) INSURANCE.  U-Haul shall use its best efforts to assure that
     there is obtained and maintained in force, fire, comprehensive
     liability and other insurance policies in amounts generally carried
     with respect to similar facilities. U-Haul may in its discretion
     obtain employee theft or similar insurance in amounts and with such
     deductibles as U-Haul deems appropriate.  U-Haul shall promptly
     provide Owner with such certificates of insurance as Owner may
     reasonably request in writing, evidencing such insurance coverage.

          (m) TAXES.  During the term of this Agreement, U-Haul shall pay
     from Owner's funds, prior to delinquency, all real estate taxes,
     personal property taxes, and all other taxes assessed to, or levied
     upon, the Property.  If required by the holder of any note secured by
     the Property, U-Haul will set aside, from Owner's funds, a reserve
     from each month's rent and other income collected, in an amount
     required by said holder for purposes of payment of real property
     taxes.

          (n) [Reserved].

          (o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding anything
     to the contrary set forth in this Section 2, U-Haul shall not,
     without obtaining the prior written consent of Owner, (i) rent
     storage space in the Property by written lease or agreement for a
     stated term in excess of one year, (ii) alter the building or other
     structures of the Property in any material manner; (iii) make any
     other agreements which exceed a term of one year and are not
     terminable on thirty day's notice at the will of Owner, without
     penalty, payment or surcharge; (iv) act in violation of any law; or
     (v) act in violation of any duty or responsibility of Owner under any
     mortgage loan secured by the Property.

          (p) SHARED EXPENSES.  Owner acknowledges that certain economies
     may be achieved with respect to certain expenses to be incurred by
     U-Haul on behalf of Owner hereunder if materials, supplies, insurance
     or services are purchased by U-Haul in quantity for use not only in
     connection with the Property but in connection with other properties
     owned or managed by U-Haul or its affiliates.  U-Haul shall have the
     right to purchase such materials, supplies, insurance and/or services
     in its own name and charge Owner a pro rata allocable share of the
     cost of the foregoing; provided, however, that the pro rata cost of
     such purchase to Owner shall not result in expenses greater than
     would otherwise be incurred at competitive prices and terms available
<PAGE>
     in the area where the Property is located; and provided further,
     U-Haul shall give Owner access to records so Owner may review any such
     expenses incurred.

          (q) DEPOSIT OF GROSS REVENUES.  All Gross Revenues (as
     hereinafter defined) shall be remitted by U-Haul (or its parent
     company) on a daily basis to a bank account maintained by UBS Warburg
     Real Estate Investments Inc. ("Lender")  (or an affiliate thereof)
     and the funds therein shall be applied in the manner specified in
     that Cash Management Agreement dated the date hereof among Owner,
     U-Haul and Lender.  U-Haul shall maintain such records and systems as
     are necessary or appropriate to enable U-Haul to clearly identify the
     amount of Gross Revenue generated by each Property on a daily basis.

     3.  Duties of Owner.
         ---------------

          Owner hereby agrees to cooperate with U-Haul in the performance
     of U-Haul's duties under this Agreement and to that end, upon the
     request of U-Haul, to provide, at such rental charges, if any, as are
     deemed appropriate, reasonable office space for U-Haul employees on
     the premises of the Property and to give U-Haul access to all files,
     books and records of Owner relevant to the Property.  Owner shall not
     unreasonably withhold or delay any consent or authorization to U-Haul
     required or appropriate under this Agreement.  Throughout the term
     hereof, Owner shall not permit the Property to be operated under any
     name other than "U-Haul" REGISTERED.

     4.  Compensation of U-Haul.
         ----------------------

          (a) MANAGEMENT FEE.  Owner shall pay to U-Haul as the full
     amount due for the services herein provided a fee (the "Management
     Fee") equal to six percent (6%) of the "Gross Revenue" derived from
     or connected with the Property so managed by U-Haul hereunder. U-Haul
     shall not offset or reduce the amount of the Management Fee payable
     to it at any time hereunder in exchange for a reduction in the amount
     rent due from U-Haul to Owner pursuant to any lease agreement between
     U-Haul and Owner.  The term "Gross Revenue" shall mean all receipts
     (excluding security deposits unless and until Owner recognizes the
     same as income) of Owner (whether or not received by U-Haul on behalf
     or for the account of Owner) arising from the operation of the
     Property, including without limitation, rental payments of lessees of
     space in the Property, vending machine or concessionaire revenues,
     maintenance charges, if any, paid by the tenants of the Property in
     addition to basic rent, parking fees, if any, and all monies whether
     or not otherwise described herein paid for the use of the Property.
     "Gross  Revenue" shall be determined on a cash basis.  The Management
     Fee shall be paid promptly at the end of each calendar quarter and
     shall be calculated on the basis of the "Gross Revenue" of such
     preceding quarter.  The Management Fee shall be paid to each U-Haul
     property manager herein identified based on the Gross Revenue of each
     respective Property for which such property manager is responsible as
     set forth on Exhibit A hereto.  Each property manager agrees that its
                  ---------
<PAGE>
     monthly Management Fee shall be subordinate to that month's principal
     balance and interest payment on any first lien position mortgage loan
     on the Property.

          It is understood and agreed that the Management Fee will not be
     reduced by the cost to Owner of those employees and independent
     contractors engaged by or for Owner, including but not limited to the
     categories of personnel specifically referred to in Section 2(d).
     Except as provided in this Section 4, it is further understood and
     agreed that U-Haul shall not be entitled to additional compensation
     of any kind in connection with the performance by it of its duties
     under this Agreement.

          (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
     Management Fee described above, U-Haul shall be entitled to
     reimbursement from Owner, on a quarterly basis, for all out-of-pocket
     expenses incurred by U-Haul hereunder in connection with the
     management and operation of the Property, including, without
     limitation, taxes, insurance, operational expenses, overhead,
     litigation and dispute resolution related expenses, capital
     improvement expenses, and costs of sales.

     5.  Use of Trademarks, Service Marks and Related Items.
         --------------------------------------------------

          Owner acknowledges the significant value of the "U-Haul" name in
     the operations of Owner's property and it is therefore understood and
     agreed that the name, trademark and service mark, "U-Haul", and
     related marks, slogans, caricatures, designs and other trade or
     service items shall be utilized for the non-exclusive benefit of
     Owner in the rental and operation of the Property, and in comparable
     operations elsewhere.  It is further understood and agreed that this
     name and all such marks, slogans, caricatures, designs and other
     trade or service items shall remain and be at all times the property
     of U-Haul and its affiliates, and that, except during the term hereof
     and as expressly provided herein, Owner shall have no right
     whatsoever therein.  Owner agrees that during the term of this
     agreement the sign faces at the property will have the name "U-Haul".
     The U-Haul sign faces will be paid for by Owner.  Upon termination of
     this agreement at any time for any reason, all such use by and for
     the benefit of Owner of any such name, mark, slogan, caricature,
     design or other trade or service item in connection with the Property
     shall, in any event, be terminated and any signs bearing any of the
     foregoing shall be removed from view and no longer used by Owner.  In
     addition, upon termination of this Agreement at any time for any
     reason, Owner shall not enter into any new leases of Property using
     the U-Haul lease form or use other forms prepared by U-Haul.  It is
     understood and agreed that U-Haul will use and shall be unrestricted
     in its use of such name, mark, slogan, caricature, design or other
     trade or service item in the management and operation of other
     storage facilities both during and after the expiration or
     termination of the term of this Agreement.
<PAGE>

     6.  Termination.
         -----------

          Owner or U-Haul may terminate this Agreement with or without
     cause by giving not less than thirty days' written notice to the
     other party pursuant to Section 11 hereof.  In addition, if Owner
     fails to pay U-Haul any amounts owed under this Agreement when due,
     U-Haul may terminate this Agreement by giving Owner not less than ten
     days written notice pursuant to Section 11 hereof.  Notwithstanding
     the foregoing, however, U-Haul shall not resign as property manager
     of the Property until a nationally recognized and reputable successor
     property manager is available and prepared to assume property
     management responsibilities with respect to the Property in question.
     Upon termination of this Agreement, U-Haul shall promptly return to
     Owner all monies, books, records and other materials held by U-Haul
     for or on behalf of Owner.  In addition, if U-Haul has contracted to
     advertise the Property in the Yellow Pages, Owner shall, at the
     option of U-Haul, continue to be responsible for the cost of such
     advertisement and shall either (i) pay U-Haul the remaining amount
     due under such contract in a lump sum; or (ii) pay U-Haul monthly for
     the amount due under such contract.

     7.  Indemnification.
         ---------------

          Owner hereby agrees to indemnify and hold each of U-Haul, all
     persons and companies affiliated with U-Haul, and all officers,
     shareholders, directors, employees and agents of U-Haul and of any
     affiliated companies or persons (collectively, the "Indemnified
     Persons") harmless from any and all costs, expenses, attorneys' fees,
     suits, liabilities, judgments, damages, and claims in connection with
     the management of the Property (including the loss of use thereof
     following any damage, injury or destruction), arising from any cause
     except for the willful misconduct or gross negligence on the part of
     the Indemnified Persons.  In addition, no Indemnified Person shall be
     liable for any error of judgment or for any mistake of fact or law,
     or for anything which it may do or refrain from doing hereafter,
     except in cases of willful misconduct or gross negligence.  U-Haul
     hereby agrees to indemnify and hold Owner harmless from any and all
     costs, expenses, attorneys' fees, suits, liabilities, judgments,
     damages and claims in connection with the management of the Property
     arising from the willful misconduct of, gross negligence of, or
     breach of this Agreement by the Indemnified Persons.  In addition,
     U-Haul shall not be liable to Owner for the acts or omissions of
     U-Haul's officers, shareholders, directors, employees, and agents
     except for U-Haul's own gross negligence or willful misconduct.

     8.  Assignment.
         ----------

          This Agreement may be assigned by Owner in connection with any
     mortgage loan on the Property, whether pursuant to a conditional or
     unconditional, absolute assignment.  U-Haul shall have the right to
     assign this Agreement to an affiliate or a wholly or majority owned
<PAGE>
     subsidiary; provided, however, any such assignee must assume all
     obligations of U-Haul hereunder, Owner's rights hereunder will be
     enforceable against any such assignee and U-Haul shall not be
     released from its liabilities hereunder unless Owner shall expressly
     agree thereto in writing.

     9.  Headings.
         --------

          The headings contained herein are for convenience of reference
     only and are not intended to define, limit or describe the scope or
     intent of any provision of this Agreement.

     10.  Governing Law.
          -------------

          The validity of this Agreement, the construction of its terms
     and the interpretation of the rights and duties of the parties shall
     be governed by the internal laws of the State of Arizona.

     11.  Notices.
          -------

          Any notice required or permitted herein shall be in writing and
     shall be personally delivered or mailed first class postage prepaid
     or delivered by an overnight delivery service to the respective
     addresses of the parties set forth below their signatures on the
     signature page thereof, or to such other address as any party may
     give to the other in writing.  Any notice required by this Agreement
     will be deemed to have been given when personally served or one day
     after delivery to an overnight delivery service or five days after
     deposit in the first class mail.

     12.  Severability.
          ------------

          Should any term or provision hereof be deemed invalid, void or
     unenforceable either in its entirety or in a particular application,
     the remainder of this Agreement shall nonetheless remain in full
     force and effect and, if the subject term or provision is deemed to
     be invalid, void or unenforceable only with respect to a particular
     application, such term or provision shall remain in full force and
     effect with respect to all other applications.

     13.  Successors.
          ----------

          This Agreement shall be binding upon and inure to the benefit of
     the respective parties hereto and their permitted assigns and
     successors in interest.
<PAGE>

     14.  Attorneys' Fees.
          ---------------

          If it shall become necessary for any party hereto to engage
     attorneys to institute legal action for the purpose of enforcing
     their respective rights hereunder or for the purpose of defending
     legal action brought by the other party hereto, the party or parties
     prevailing in such litigation shall be entitled to receive all costs,
     expenses and fees (including reasonable attorneys' fees) incurred by
     it in such litigation (including appeals).

     15.  Counterparts.
          ------------

          This Agreement may be executed in one or more counterparts, each
     of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

     16.  Scope of Property Manager Responsibility.
          ----------------------------------------

          The duties, obligations and liability of each property manager
     identified herein shall extend only so far as to relate to the
     Property for which such property manager is managing located in the
     domicile state of such property manager, as more specifically
     described on Exhibit A hereto, and no individual property manager
     hereunder shall be liable for the acts or omissions of any other
     property manager hereunder.  Each property manager shall use its best
     efforts to assist Owner in fulfilling Owner's obligations arising
     under any loan to Owner that is secured by the Property, including
     but not limited to preparing and providing financial and accounting
     reports, and maintaining the Property.  Each property manager agrees
     that it will perform its obligations hereunder according to
     reasonable industry standards, in good faith, and in a commercially
     reasonable manner.  U-Haul agrees that, in discharging its duties
     hereunder, it will not have any relationship with any of its
     affiliates that would be less favorable to Owner than would
     reasonably be available in a transaction with an unaffiliated party.


     [Rest of page intentionally left blank]
<PAGE>
          IN WITNESS WHEREOF, the parties hereto execute this Agreement as
     of the date first above written.

"Owner":
 -----

Twenty-One SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ Mark V. Shoen
    -------------------------------

Its: President
     -------------------------------
<PAGE>

"U-Haul"
 ------

U-Haul Co. of Arizona, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of California,  Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Michigan, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Ohio, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Tennessee, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Texas, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>
                             Exhibit A

707075 U-HAUL CTR THORNTON        FREMONT         CA   94536
708078 U-HAUL CTR BELMONT         BELMONT         CA   94002
712032 U-HAUL CENTER DOWNTOWN     LOS ANGELES     CA   90006
721058 U-HAUL 51ST & GLENDALE     GLENDALE        AZ   85301
744068 U-HAUL AUSTIN HWY          SAN ANTONIO     TX   78218
752069 U-HAUL CAROUSEL MALL       INKSTER         MI   48141
770054 U-HAUL CTR METRO           DAYTON          OH   45403
772061 U-HAUL HENDERSONVIL        HENDERSONVILLE  TN   37075
835081 U-HAUL NORTHWEST           DALLAS          TX   75220









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>7
<FILENAME>sac22pma.txt
<DESCRIPTION>PROPERTY MANAGEMENT AGREEMENT 22SAC
<TEXT>


                        PROPERTY MANAGEMENT AGREEMENT
                        -----------------------------

          THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
     into as of December 31, 2001 among Twenty-Two SAC Self-Storage
     Corporation, a Nevada corporation, with its principal place of
     business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"),
     and the property managers identified on Exhibit A attached hereto and
                                             ---------
     incorporated herein by reference (each such property manager is
     respectively referred to herein as "U-Haul").

                                  RECITALS
                                  --------

          A.  Owner owns the real property and self-storage related
     improvements thereon located at the street addresses identified on
     Exhibit A hereto (hereinafter, collectively the "Property").

          B.  Owner intends that the Property be rented on a space-by-
     space retail basis to corporations, partnerships, individuals and/or
     other entities for use as self-storage facilities.

          C.  Owner desires that U-Haul manage the Property and U-Haul
     desires to act as the property manager for the Property, all in
     accordance with the terms and conditions of this Agreement and as
     more specifically designated on Exhibit A hereto.

          NOW, THEREFORE, in consideration of the mutual covenants herein
     contained, Owner and U-Haul hereby agree as follows.

     1.  Employment.
         ----------

          (a) Owner hereby retains U-Haul, and U-Haul agrees to act as
     manager of the Property upon the terms and conditions hereinafter set
     forth.

          (b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
     in the business of managing self-storage facilities, both for its own
     account and for the account of others.  It is hereby expressly agreed
     that notwithstanding this Agreement, U-Haul and such affiliates may
     continue to engage in such activities, may manage facilities other
     than those presently managed by U-Haul and its affiliates (whether or
     not such other facilities may be in direct or indirect competition
     with Owner) and may in the future engage in other business which may
     compete directly or indirectly with activities of Owner.

          (c) In the performance of their respective duties under this
     Agreement, each U-Haul property manager shall occupy the position of
     an independent contractor with respect to Owner.  Nothing contained
     herein shall be construed as making the parties
<PAGE>
     hereto (or any of them) partners or joint venturors, nor (except as
     expressly otherwise provided for herein) construed as making U-Haul
     an agent or employee of Owner or of any other U-Haul property manager
     hereunder.

     2.  Duties and Authority of U-Haul.
         ------------------------------

          (a) GENERAL DUTIES AND AUTHORITY.  Subject only to the
     restrictions and limitations provided in paragraphs (o) and (p) of
     this Section 2 and the right of Owner to terminate this Agreement as
     provided in Section 6 hereof, U-Haul shall have the sole and
     exclusive authority to fully manage the Property and supervise and
     direct the business and affairs associated or related to the daily
     operation thereof, and, to that end on behalf of Owner, to execute
     such documents and instruments as, in the sole judgment of U-Haul,
     are reasonably necessary or advisable under the circumstances in
     order to fulfill U-Haul's duties hereunder.  Such duties and
     authority shall include, without limitation, those set forth below.
     Throughout the Term of this Agreement, U-Haul shall operate the
     Property under the "U-Haul" REGISTERED name.

          (b) RENTING OF THE PROPERTY.  U-Haul shall establish policies
     and procedures for the marketing activities for the Property, and may
     advertise the Property through such media as U-Haul deems advisable,
     including, without limitation, advertising with the Yellow Pages.
     U-Haul shall have the sole discretion, which discretion shall be
     exercised in good faith, to establish the terms and conditions of
     occupancy by the tenants of the Property, and U-Haul is hereby
     authorized to enter into rental agreements on behalf and for the
     account of Owner with such tenants and to collect rent from such
     tenants. U-Haul may jointly advertise the Property with other
     properties owned or managed by U-Haul, and in that event, U-Haul
     shall reasonably allocate the cost of such advertising among such
     properties.

          (c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
     execute, supervise and have control over the making and executing of
     all decisions concerning the acquisition of furniture, fixtures and
     supplies for the Property, and may purchase, lease or otherwise
     acquire the same on behalf of Owner.  U-Haul shall make and execute,
     or supervise and have control over the making and executing of all
     decisions concerning the maintenance, repair, and landscaping of the
     Property. U-Haul shall, on behalf of Owner, negotiate and contract
     for and supervise the installation of all capital improvements
     related to the Property; provided, however, that U-Haul agrees to
     secure the prior written approval of Owner on all such expenditures
     in excess of $5,000.00 for any one item, except monthly or recurring
     operating charges and/or emergency repairs if in the opinion of
     U-Haul such emergency-related expenditures are necessary to protect the
     Property from damage or to maintain services to the tenants as called
     for in their respective leases.

          (d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
     contractors, subcontractors and employees with respect to the
     Property and shall hire, discharge and supervise all labor and
<PAGE>
     employees required for the operation and maintenance of the Property.
     Any employees so hired shall be employees of U-Haul, and shall be
     carried on the payroll of U-Haul.  Employees may include, but will
     not be limited to, on-site resident managers, on-site assistant
     managers, and relief managers located, rendering services, or
     performing activities on the Property in connection with its
     operation and management.  The cost of employing such persons shall
     not exceed prevailing rates for comparable persons performing the
     same or similar services with respect to real estate similar to the
     Property.

          (e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf of
     Owner such agreements which U-Haul deems necessary or advisable for
     the furnishing of utilities, services, concessions and supplies, for
     the maintenance, repair and operation of the Property and such other
     agreements which may benefit the Property or be incidental to the
     matters for which U-Haul is responsible hereunder.

          (f) OTHER DECISIONS.  U-Haul shall make all decisions in
     connection with the daily operation of the Property.

          (g) REGULATIONS AND PERMITS.  U-Haul shall comply in all
     material respects with any statute, ordinance, law, rule, regulation
     or order of any governmental or regulatory body, having jurisdiction
     over the Property, respecting the use of the Property or the
     maintenance or operation thereof.  U-Haul shall apply for and attempt
     to obtain and maintain, on behalf of Owner, all licenses and permits
     required or advisable (in the sole judgment of U-Haul) in connection
     with the management and operation of the Property.

          (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
     U-Haul shall establish, supervise, direct and maintain the operation
     of a system of record keeping and bookkeeping with respect to all
     receipts and disbursements in connection with the management and
     operation of the Property.  The books, records and accounts shall be
     maintained at the U-Haul office or at such other location as U-Haul
     shall determine, and shall be available and open to examination and
     audit quarterly by Owner, its representatives, any mortgagee of the
     Property, and such mortgagee's representative.  On or before thirty
     (30) days after the close of each quarter, U-Haul shall cause to be
     prepared and delivered to Owner, a monthly statement of receipts,
     expenses and charges, together with a statement of the disbursements
     made by U-Haul during such period on Owner's behalf.

          (i) [Reserved].

          (j) COLLECTION.  U-Haul shall be responsible for the billing and
     collection of all accounts receivable and for payment of all accounts
     payable with respect to the Property and shall be responsible for
     establishing policies and procedures to minimize the amount of bad
     debts.
<PAGE>

          (k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on
     behalf and in the name of Owner, any and all legal actions or
     proceedings U-Haul deems necessary or advisable to collect charges,
     rent or other income due to Owner with respect to the Property and to
     oust or dispossess tenants or other persons unlawfully in possession
     under any lease, license concession agreement or otherwise, and to
     collect damages for breach thereof or default thereunder by such
     tenant, licensee, concessionaire or occupant.

          (l) INSURANCE.  U-Haul shall use its best efforts to assure that
     there is obtained and maintained in force, fire, comprehensive
     liability and other insurance policies in amounts generally carried
     with respect to similar facilities. U-Haul may in its discretion
     obtain employee theft or similar insurance in amounts and with such
     deductibles as U-Haul deems appropriate.  U-Haul shall promptly
     provide Owner with such certificates of insurance as Owner may
     reasonably request in writing, evidencing such insurance coverage.

          (m) TAXES.  During the term of this Agreement, U-Haul shall pay
     from Owner's funds, prior to delinquency, all real estate taxes,
     personal property taxes, and all other taxes assessed to, or levied
     upon, the Property.  If required by the holder of any note secured by
     the Property, U-Haul will set aside, from Owner's funds, a reserve
     from each month's rent and other income collected, in an amount
     required by said holder for purposes of payment of real property
     taxes.

          (n) [Reserved].

          (o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding anything
     to the contrary set forth in this Section 2, U-Haul shall not,
     without obtaining the prior written consent of Owner, (i) rent
     storage space in the Property by written lease or agreement for a
     stated term in excess of one year, (ii) alter the building or other
     structures of the Property in any material manner; (iii) make any
     other agreements which exceed a term of one year and are not
     terminable on thirty day's notice at the will of Owner, without
     penalty, payment or surcharge; (iv) act in violation of any law; or
     (v) act in violation of any duty or responsibility of Owner under any
     mortgage loan secured by the Property.

          (p) SHARED EXPENSES.  Owner acknowledges that certain economies
     may be achieved with respect to certain expenses to be incurred by
     U-Haul on behalf of Owner hereunder if materials, supplies, insurance
     or services are purchased by U-Haul in quantity for use not only in
     connection with the Property but in connection with other properties
     owned or managed by U-Haul or its affiliates.  U-Haul shall have the
     right to purchase such materials, supplies, insurance and/or services
     in its own name and charge Owner a pro rata allocable share of the
     cost of the foregoing; provided, however, that the pro rata cost of
     such purchase to Owner shall not result in expenses greater than
     would otherwise be incurred at competitive prices and terms available
<PAGE>
     in the area where the Property is located; and provided further,
     U-Haul shall give Owner access to records so Owner may review any such
     expenses incurred.

          (q) DEPOSIT OF GROSS REVENUES.  All Gross Revenues (as
     hereinafter defined) shall be remitted by U-Haul (or its parent
     company) on a daily basis to a bank account maintained by UBS Warburg
     Real Estate Investments Inc. ("Lender")  (or an affiliate thereof)
     and the funds therein shall be applied in the manner specified in
     that Cash Management Agreement dated the date hereof among Owner,
     U-Haul and Lender.  U-Haul shall maintain such records and systems as
     are necessary or appropriate to enable U-Haul to clearly identify the
     amount of Gross Revenue generated by each Property on a daily basis.

     3.  Duties of Owner.
         ---------------

          Owner hereby agrees to cooperate with U-Haul in the performance
     of U-Haul's duties under this Agreement and to that end, upon the
     request of U-Haul, to provide, at such rental charges, if any, as are
     deemed appropriate, reasonable office space for U-Haul employees on
     the premises of the Property and to give U-Haul access to all files,
     books and records of Owner relevant to the Property.  Owner shall not
     unreasonably withhold or delay any consent or authorization to U-Haul
     required or appropriate under this Agreement.  Throughout the term
     hereof, Owner shall not permit the Property to be operated under any
     name other than "U-Haul" REGISTERED.

     4.  Compensation of U-Haul.
         ----------------------

          (a) MANAGEMENT FEE.  Owner shall pay to U-Haul as the full
     amount due for the services herein provided a fee (the "Management
     Fee") equal to six percent (6%) of the "Gross Revenue" derived from
     or connected with the Property so managed by U-Haul hereunder. U-Haul
     shall not offset or reduce the amount of the Management Fee payable
     to it at any time hereunder in exchange for a reduction in the amount
     rent due from U-Haul to Owner pursuant to any lease agreement between
     U-Haul and Owner. The term "Gross Revenue" shall mean all receipts
     (excluding security deposits unless and until Owner recognizes the
     same as income) of Owner (whether or not received by U-Haul on behalf
     or for the account of Owner) arising from the operation of the
     Property, including without limitation, rental payments of lessees of
     space in the Property, vending machine or concessionaire revenues,
     maintenance charges, if any, paid by the tenants of the Property in
     addition to basic rent, parking fees, if any, and all monies whether
     or not otherwise described herein paid for the use of the Property.
     "Gross  Revenue" shall be determined on a cash basis.  The Management
     Fee shall be paid promptly at the end of each calendar quarter and
     shall be calculated on the basis of the "Gross Revenue" of such
     preceding quarter.  The Management Fee shall be paid to each U-Haul
     property manager herein identified based on the Gross Revenue of each
     respective Property for which such property manager is responsible as
     set forth on Exhibit A hereto.  Each property manager agrees that its
                  ---------
<PAGE>
     monthly Management Fee shall be subordinate to that month's principal
     balance and interest payment on any first lien position mortgage loan
     on the Property.

          It is understood and agreed that the Management Fee will not be
     reduced by the cost to Owner of those employees and independent
     contractors engaged by or for Owner, including but not limited to the
     categories of personnel specifically referred to in Section 2(d).
     Except as provided in this Section 4, it is further understood and
     agreed that U-Haul shall not be entitled to additional compensation
     of any kind in connection with the performance by it of its duties
     under this Agreement.

          (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
     Management Fee described above, U-Haul shall be entitled to
     reimbursement from Owner, on a quarterly basis, for all out-of-pocket
     expenses incurred by U-Haul hereunder in connection with the
     management and operation of the Property, including, without
     limitation, taxes, insurance, operational expenses, overhead,
     litigation and dispute resolution related expenses, capital
     improvement expenses, and costs of sales.

     5.  Use of Trademarks, Service Marks and Related Items.
         --------------------------------------------------

          Owner acknowledges the significant value of the "U-Haul" name in
     the operations of Owner's property and it is therefore understood and
     agreed that the name, trademark and service mark, "U-Haul", and related
     marks, slogans, caricatures, designs and other trade or service items
     shall be utilized for the non-exclusive benefit of Owner in the rental
     and operation of the Property, and in comparable operations elsewhere.
     It is further understood and agreed that this name and all such marks,
     slogans, caricatures, designs and other trade or service items shall
     remain and be at all times the property of U-Haul and its affiliates,
     and that, except during the term hereof and as expressly provided herein,
     Owner shall have no right whatsoever therein.  Owner agrees that during
     the term of this agreement the sign faces at the property will have the
     name "U-Haul".  The U-Haul sign faces will be paid for by Owner.  Upon
     termination of this agreement at any time for any reason, all such use by
     and for the benefit of Owner of any such name, mark, slogan, caricature,
     design or other trade or service item in connection with the Property
     shall, in any event, be terminated and any signs bearing any of the
     foregoing shall be removed from view and no longer used by Owner.  In
     addition, upon termination of this Agreement at any time for any reason,
     Owner shall not enter into any new leases of Property using the U-Haul
     lease form or use other forms prepared by U-Haul.  It is understood and
     agreed that U-Haul will use and shall be unrestricted in its use of such
     name, mark, slogan, caricature, design or other trade or service item in
     the management and operation of other storage facilities both during and
     after the expiration or termination of the term of this Agreement.
<PAGE>

     6.  Termination.
         -----------

          Owner or U-Haul may terminate this Agreement with or without
     cause by giving not less than thirty days' written notice to the
     other party pursuant to Section 11 hereof.  In addition, if Owner
     fails to pay U-Haul any amounts owed under this Agreement when due,
     U-Haul may terminate this Agreement by giving Owner not less than ten
     days written notice pursuant to Section 11 hereof.  Notwithstanding
     the foregoing, however, U-Haul shall not resign as property manager
     of the Property until a nationally recognized and reputable successor
     property manager is available and prepared to assume property
     management responsibilities with respect to the Property in question.
     Upon termination of this Agreement, U-Haul shall promptly return to
     Owner all monies, books, records and other materials held by U-Haul
     for or on behalf of Owner.  In addition, if U-Haul has contracted to
     advertise the Property in the Yellow Pages, Owner shall, at the
     option of U-Haul, continue to be responsible for the cost of such
     advertisement and shall either (i) pay U-Haul the remaining amount
     due under such contract in a lump sum; or (ii) pay U-Haul monthly for
     the amount due under such contract.

     7.  Indemnification.
         ---------------

          Owner hereby agrees to indemnify and hold each of U-Haul, all
     persons and companies affiliated with U-Haul, and all officers,
     shareholders, directors, employees and agents of U-Haul and of any
     affiliated companies or persons (collectively, the "Indemnified
     Persons") harmless from any and all costs, expenses, attorneys' fees,
     suits, liabilities, judgments, damages, and claims in connection with
     the management of the Property (including the loss of use thereof
     following any damage, injury or destruction), arising from any cause
     except for the willful misconduct or gross negligence on the part of
     the Indemnified Persons.  In addition, no Indemnified Person shall be
     liable for any error of judgment or for any mistake of fact or law,
     or for anything which it may do or refrain from doing hereafter,
     except in cases of willful misconduct or gross negligence.  U-Haul
     hereby agrees to indemnify and hold Owner harmless from any and all
     costs, expenses, attorneys' fees, suits, liabilities, judgments,
     damages and claims in connection with the management of the Property
     arising from the willful misconduct of, gross negligence of, or
     breach of this Agreement by the Indemnified Persons.  In addition,
     U-Haul shall not be liable to Owner for the acts or omissions of
     U-Haul's officers, shareholders, directors, employees, and agents
     except for U-Haul's own gross negligence or willful misconduct.

     8.  Assignment.
         ----------

          This Agreement may be assigned by Owner in connection with any
     mortgage loan on the Property, whether pursuant to a conditional or
     unconditional, absolute assignment.  U-Haul shall have the right to
     assign this Agreement to an affiliate or a wholly or majority owned
<PAGE>
     subsidiary; provided, however, any such assignee must assume all
     obligations of U-Haul hereunder, Owner's rights hereunder will be
     enforceable against any such assignee and U-Haul shall not be
     released from its liabilities hereunder unless Owner shall expressly
     agree thereto in writing.

     9.  Headings.
         --------

          The headings contained herein are for convenience of reference
     only and are not intended to define, limit or describe the scope or
     intent of any provision of this Agreement.

     10.  Governing Law.
          -------------

          The validity of this Agreement, the construction of its terms
     and the interpretation of the rights and duties of the parties shall
     be governed by the internal laws of the State of Arizona.

     11.  Notices.
          -------

          Any notice required or permitted herein shall be in writing and
     shall be personally delivered or mailed first class postage prepaid
     or delivered by an overnight delivery service to the respective
     addresses of the parties set forth below their signatures on the
     signature page thereof, or to such other address as any party may
     give to the other in writing.  Any notice required by this Agreement
     will be deemed to have been given when personally served or one day
     after delivery to an overnight delivery service or five days after
     deposit in the first class mail.

     12.  Severability.
          ------------

          Should any term or provision hereof be deemed invalid, void or
     unenforceable either in its entirety or in a particular application,
     the remainder of this Agreement shall nonetheless remain in full
     force and effect and, if the subject term or provision is deemed to
     be invalid, void or unenforceable only with respect to a particular
     application, such term or provision shall remain in full force and
     effect with respect to all other applications.

     13.  Successors.
          ----------

          This Agreement shall be binding upon and inure to the benefit of
     the respective parties hereto and their permitted assigns and
     successors in interest.
<PAGE>

     14.  Attorneys' Fees.
          ---------------

          If it shall become necessary for any party hereto to engage
     attorneys to institute legal action for the purpose of enforcing
     their respective rights hereunder or for the purpose of defending
     legal action brought by the other party hereto, the party or parties
     prevailing in such litigation shall be entitled to receive all costs,
     expenses and fees (including reasonable attorneys' fees) incurred by
     it in such litigation (including appeals).

     15.  Counterparts.
          ------------

          This Agreement may be executed in one or more counterparts, each
     of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

     16.  Scope of Property Manager Responsibility.
          ----------------------------------------

          The duties, obligations and liability of each property manager
     identified herein shall extend only so far as to relate to the
     Property for which such property manager is managing located in the
     domicile state of such property manager, as more specifically
     described on Exhibit A hereto, and no individual property manager
     hereunder shall be liable for the acts or omissions of any other
     property manager hereunder.  Each property manager shall use its best
     efforts to assist Owner in fulfilling Owner's obligations arising
     under any loan to Owner that is secured by the Property, including
     but not limited to preparing and providing financial and accounting
     reports, and maintaining the Property.  Each property manager agrees
     that it will perform its obligations hereunder according to
     reasonable industry standards, in good faith, and in a commercially
     reasonable manner.  U-Haul agrees that, in discharging its duties
     hereunder, it will not have any relationship with any of its
     affiliates that would be less favorable to Owner than would
     reasonably be available in a transaction with an unaffiliated party.


     [Rest of page intentionally left blank]
<PAGE>
          IN WITNESS WHEREOF, the parties hereto execute this Agreement as
     of the date first above written.

"Owner":
 -----

Twenty-Two SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ Mark V. Shoen
    -------------------------------

Its: President
     -------------------------------
<PAGE>

"U-Haul"
 ------

U-Haul Co. of Arizona, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Kansas,  Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Louisiana, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Massachusetts, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Maine, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Michigan, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>

U-Haul Co. of Texas, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Virginia, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>


                             Exhibit A



734024 U-HAUL STATE AVE                 KANSAS CITY    KS    66102
747069 U-HAUL CAUSEWAY BLV              METAIRIE       LA    70002
751022 U-HAUL JOLLY CEDAR               LANSING        MI    48910
790066 U-HAUL CTR RT 295                PORTLAND       ME    04101
791023 U-HAUL SPRINGFIELD               SPRINGFIELD    MA    01101
795028 U-HAUL CENTER OF MANASSAS PARK   MANASSAS PARK  VA    20111
828059 U-HAUL CTR ORACLE                TUCSON         AZ    85705
828068 U-HAUL W INA RD                  TUCSON         AZ    85741
836033 WESTCREEK VILLAGE U-HAUL CTR     FORT WORTH     TX    76133


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>sac23pma.txt
<DESCRIPTION>PROPERTY MANAGEMENT AGREEMENT 23SAC
<TEXT>


                        PROPERTY MANAGEMENT AGREEMENT
                        -----------------------------

          THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is entered
     into as of December 31, 2001 among Twenty-Three SAC Self-Storage
     Corporation, a Nevada corporation, with its principal place of
     business at 715 South Country Club Drive, Mesa, AZ 85210 ("Owner"),
     and the property managers identified on Exhibit A attached hereto and
                                             ---------
     incorporated herein by reference (each such property manager is
     respectively referred to herein as "U-Haul").

                                  RECITALS
                                  --------

          A.  Owner owns the real property and self-storage related
     improvements thereon located at the street addresses identified on
     Exhibit A hereto (hereinafter, collectively the "Property").

          B.  Owner intends that the Property be rented on a space-by-
     space retail basis to corporations, partnerships, individuals and/or
     other entities for use as self-storage facilities.

          C.  Owner desires that U-Haul manage the Property and U-Haul
     desires to act as the property manager for the Property, all in
     accordance with the terms and conditions of this Agreement and as
     more specifically designated on Exhibit A hereto.

          NOW, THEREFORE, in consideration of the mutual covenants herein
     contained, Owner and U-Haul hereby agree as follows.

     1.  Employment.
         ----------

          (a) Owner hereby retains U-Haul, and U-Haul agrees to act as
     manager of the Property upon the terms and conditions hereinafter set
     forth.

          (b) Owner acknowledges that U-Haul, and/or U-Haul affiliates, is
     in the business of managing self-storage facilities, both for its own
     account and for the account of others.  It is hereby expressly agreed
     that notwithstanding this Agreement, U-Haul and such affiliates may
     continue to engage in such activities, may manage facilities other
     than those presently managed by U-Haul and its affiliates (whether or
     not such other facilities may be in direct or indirect competition
     with Owner) and may in the future engage in other business which may
     compete directly or indirectly with activities of Owner.

          (c) In the performance of their respective duties under this
     Agreement, each U-Haul property manager shall occupy the position of
     an independent contractor with respect to Owner.  Nothing contained
     herein shall be construed as making the parties
<PAGE>
     hereto (or any of them) partners or joint venturors, nor (except as
     expressly otherwise provided for herein) construed as making U-Haul
     an agent or employee of Owner or of any other U-Haul property manager
     hereunder.

     2.  Duties and Authority of U-Haul.
         ------------------------------

          (a) GENERAL DUTIES AND AUTHORITY.  Subject only to the
     restrictions and limitations provided in paragraphs (o) and (p) of
     this Section 2 and the right of Owner to terminate this Agreement as
     provided in Section 6 hereof, U-Haul shall have the sole and
     exclusive authority to fully manage the Property and supervise and
     direct the business and affairs associated or related to the daily
     operation thereof, and, to that end on behalf of Owner, to execute
     such documents and instruments as, in the sole judgment of U-Haul,
     are reasonably necessary or advisable under the circumstances in
     order to fulfill U-Haul's duties hereunder.  Such duties and
     authority shall include, without limitation, those set forth below.
     Throughout the Term of this Agreement, U-Haul shall operate the
     Property under the "U-Haul" REGISTERED name.

          (b) RENTING OF THE PROPERTY.  U-Haul shall establish policies
     and procedures for the marketing activities for the Property, and may
     advertise the Property through such media as U-Haul deems advisable,
     including, without limitation, advertising with the Yellow Pages.
     U-Haul shall have the sole discretion, which discretion shall be
     exercised in good faith, to establish the terms and conditions of
     occupancy by the tenants of the Property, and U-Haul is hereby
     authorized to enter into rental agreements on behalf and for the
     account of Owner with such tenants and to collect rent from such
     tenants. U-Haul may jointly advertise the Property with other
     properties owned or managed by U-Haul, and in that event, U-Haul
     shall reasonably allocate the cost of such advertising among such
     properties.

          (c) REPAIR, MAINTENANCE AND IMPROVEMENTS.  U-Haul shall make,
     execute, supervise and have control over the making and executing of
     all decisions concerning the acquisition of furniture, fixtures and
     supplies for the Property, and may purchase, lease or otherwise
     acquire the same on behalf of Owner.  U-Haul shall make and execute,
     or supervise and have control over the making and executing of all
     decisions concerning the maintenance, repair, and landscaping of the
     Property. U-Haul shall, on behalf of Owner, negotiate and contract
     for and supervise the installation of all capital improvements
     related to the Property; provided, however, that U-Haul agrees to
     secure the prior written approval of Owner on all such expenditures
     in excess of $5,000.00 for any one item, except monthly or recurring
     operating charges and/or emergency repairs if in the opinion of
     U-Haul such emergency-related expenditures are necessary to protect the
     Property from damage or to maintain services to the tenants as called
     for in their respective leases.

          (d) PERSONNEL.  U-Haul shall select all vendors, suppliers,
     contractors, subcontractors and employees with respect to the
     Property and shall hire, discharge and supervise all labor and
<PAGE>
     employees required for the operation and maintenance of the Property.
     Any employees so hired shall be employees of U-Haul, and shall be
     carried on the payroll of U-Haul.  Employees may include, but will
     not be limited to, on-site resident managers, on-site assistant
     managers, and relief managers located, rendering services, or
     performing activities on the Property in connection with its
     operation and management.  The cost of employing such persons shall
     not exceed prevailing rates for comparable persons performing the
     same or similar services with respect to real estate similar to the
     Property.

          (e) AGREEMENTS.  U-Haul shall negotiate and execute on behalf of
     Owner such agreements which U-Haul deems necessary or advisable for
     the furnishing of utilities, services, concessions and supplies, for
     the maintenance, repair and operation of the Property and such other
     agreements which may benefit the Property or be incidental to the
     matters for which U-Haul is responsible hereunder.

          (f) OTHER DECISIONS.  U-Haul shall make all decisions in
     connection with the daily operation of the Property.

          (g) REGULATIONS AND PERMITS.  U-Haul shall comply in all
     material respects with any statute, ordinance, law, rule, regulation
     or order of any governmental or regulatory body, having jurisdiction
     over the Property, respecting the use of the Property or the
     maintenance or operation thereof.  U-Haul shall apply for and attempt
     to obtain and maintain, on behalf of Owner, all licenses and permits
     required or advisable (in the sole judgment of U-Haul) in connection
     with the management and operation of the Property.

          (h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
     U-Haul shall establish, supervise, direct and maintain the operation
     of a system of record keeping and bookkeeping with respect to all
     receipts and disbursements in connection with the management and
     operation of the Property.  The books, records and accounts shall be
     maintained at the U-Haul office or at such other location as U-Haul
     shall determine, and shall be available and open to examination and
     audit quarterly by Owner, its representatives, any mortgagee of the
     Property, and such mortgagee's representative.  On or before thirty
     (30) days after the close of each quarter, U-Haul shall cause to be
     prepared and delivered to Owner, a monthly statement of receipts,
     expenses and charges, together with a statement of the disbursements
     made by U-Haul during such period on Owner's behalf.

          (i) [Reserved].

          (j) COLLECTION.  U-Haul shall be responsible for the billing and
     collection of all accounts receivable and for payment of all accounts
     payable with respect to the Property and shall be responsible for
     establishing policies and procedures to minimize the amount of bad
     debts.
<PAGE>

          (k) LEGAL ACTIONS.  U-Haul shall cause to be instituted, on
     behalf and in the name of Owner, any and all legal actions or
     proceedings U-Haul deems necessary or advisable to collect charges,
     rent or other income due to Owner with respect to the Property and to
     oust or dispossess tenants or other persons unlawfully in possession
     under any lease, license concession agreement or otherwise, and to
     collect damages for breach thereof or default thereunder by such
     tenant, licensee, concessionaire or occupant.

          (l) INSURANCE.  U-Haul shall use its best efforts to assure that
     there is obtained and maintained in force, fire, comprehensive
     liability and other insurance policies in amounts generally carried
     with respect to similar facilities. U-Haul may in its discretion
     obtain employee theft or similar insurance in amounts and with such
     deductibles as U-Haul deems appropriate.  U-Haul shall promptly
     provide Owner with such certificates of insurance as Owner may
     reasonably request in writing, evidencing such insurance coverage.

          (m) TAXES.  During the term of this Agreement, U-Haul shall pay
     from Owner's funds, prior to delinquency, all real estate taxes,
     personal property taxes, and all other taxes assessed to, or levied
     upon, the Property.  If required by the holder of any note secured by
     the Property, U-Haul will set aside, from Owner's funds, a reserve
     from each month's rent and other income collected, in an amount
     required by said holder for purposes of payment of real property
     taxes.

          (n) [Reserved].

          (o) LIMITATIONS ON U-HAUL AUTHORITY.  Notwithstanding anything
     to the contrary set forth in this Section 2, U-Haul shall not,
     without obtaining the prior written consent of Owner, (i) rent
     storage space in the Property by written lease or agreement for a
     stated term in excess of one year, (ii) alter the building or other
     structures of the Property in any material manner; (iii) make any
     other agreements which exceed a term of one year and are not
     terminable on thirty day's notice at the will of Owner, without
     penalty, payment or surcharge; (iv) act in violation of any law; or
     (v) act in violation of any duty or responsibility of Owner under any
     mortgage loan secured by the Property.

          (p) SHARED EXPENSES.  Owner acknowledges that certain economies
     may be achieved with respect to certain expenses to be incurred by
     U-Haul on behalf of Owner hereunder if materials, supplies, insurance
     or services are purchased by U-Haul in quantity for use not only in
     connection with the Property but in connection with other properties
     owned or managed by U-Haul or its affiliates.  U-Haul shall have the
     right to purchase such materials, supplies, insurance and/or services
     in its own name and charge Owner a pro rata allocable share of the
     cost of the foregoing; provided, however, that the pro rata cost of
     such purchase to Owner shall not result in expenses greater than
     would otherwise be incurred at competitive prices and terms available
<PAGE>
     in the area where the Property is located; and provided further, U-Haul
     shall give Owner access to records so Owner may review any such expenses
     incurred.

          (q) DEPOSIT OF GROSS REVENUES.  All Gross Revenues (as
     hereinafter defined) shall be remitted by U-Haul (or its parent
     company) on a daily basis to a bank account maintained by UBS Warburg
     Real Estate Investments Inc. ("Lender")  (or an affiliate thereof)
     and the funds therein shall be applied in the manner specified in
     that Cash Management Agreement dated the date hereof among Owner,
     U-Haul and Lender.  U-Haul shall maintain such records and systems as
     are necessary or appropriate to enable U-Haul to clearly identify the
     amount of Gross Revenue generated by each Property on a daily basis.

     3.  Duties of Owner.
         ---------------

          Owner hereby agrees to cooperate with U-Haul in the performance
     of U-Haul's duties under this Agreement and to that end, upon the
     request of U-Haul, to provide, at such rental charges, if any, as are
     deemed appropriate, reasonable office space for U-Haul employees on
     the premises of the Property and to give U-Haul access to all files,
     books and records of Owner relevant to the Property.  Owner shall not
     unreasonably withhold or delay any consent or authorization to U-Haul
     required or appropriate under this Agreement.  Throughout the term
     hereof, Owner shall not permit the Property to be operated under any
     name other than "U-Haul" REGISTERED.

     4.  Compensation of U-Haul.
         ----------------------

          (a) MANAGEMENT FEE.  Owner shall pay to U-Haul as the full
     amount due for the services herein provided a fee (the "Management
     Fee") equal to six percent (6%) of the "Gross Revenue" derived from
     or connected with the Property so managed by U-Haul hereunder. U-Haul
     shall not offset or reduce the amount of the Management Fee payable
     to it at any time hereunder in exchange for a reduction in the amount
     rent due from U-Haul to Owner pursuant to any lease agreement between
     U-Haul and Owner. The term "Gross Revenue" shall mean all receipts
     (excluding security deposits unless and until Owner recognizes the
     same as income) of Owner (whether or not received by U-Haul on behalf
     or for the account of Owner) arising from the operation of the
     Property, including without limitation, rental payments of lessees of
     space in the Property, vending machine or concessionaire revenues,
     maintenance charges, if any, paid by the tenants of the Property in
     addition to basic rent, parking fees, if any, and all monies whether
     or not otherwise described herein paid for the use of the Property.
     "Gross  Revenue" shall be determined on a cash basis.  The Management
     Fee shall be paid promptly at the end of each calendar quarter and
     shall be calculated on the basis of the "Gross Revenue" of such
     preceding quarter.  The Management Fee shall be paid to each U-Haul
     property manager herein identified based on the Gross Revenue of each
     respective Property for which such property manager is responsible as
     set forth on Exhibit A hereto.  Each property manager agrees that its
                  ---------
<PAGE?
     monthly Management Fee shall be subordinate to that month's principal
     balance and interest payment on any first lien position mortgage loan
     on the Property.

          It is understood and agreed that the Management Fee will not be
     reduced by the cost to Owner of those employees and independent
     contractors engaged by or for Owner, including but not limited to the
     categories of personnel specifically referred to in Section 2(d).
     Except as provided in this Section 4, it is further understood and
     agreed that U-Haul shall not be entitled to additional compensation
     of any kind in connection with the performance by it of its duties
     under this Agreement.

          (b) REIMBURSEMENT OF CERTAIN EXPENSES.  In addition to the
     Management Fee described above, U-Haul shall be entitled to
     reimbursement from Owner, on a quarterly basis, for all out-of-pocket
     expenses incurred by U-Haul hereunder in connection with the
     management and operation of the Property, including, without
     limitation, taxes, insurance, operational expenses, overhead,
     litigation and dispute resolution related expenses, capital
     improvement expenses, and costs of sales.

     5.  Use of Trademarks, Service Marks and Related Items.
         --------------------------------------------------

          Owner acknowledges the significant value of the "U-Haul" name in
     the operations of Owner's property and it is therefore understood and
     agreed that the name, trademark and service mark, "U-Haul", and related
     marks, slogans, caricatures, designs and other trade or service items
     shall be utilized for the non-exclusive benefit of Owner in the rental
     and operation of the Property, and in comparable operations elsewhere.
     It is further understood and agreed that this name and all such marks,
     slogans, caricatures, designs and other trade or service items shall
     remain and be at all times the property of U-Haul and its affiliates,
     and that, except during the term hereof and as expressly provided herein,
     Owner shall have no right whatsoever therein.  Owner agrees that during
     the term of this agreement the sign faces at the property will have the
     name "U-Haul".  The U-Haul sign faces will be paid for by Owner.  Upon
     termination of this agreement at any time for any reason, all such use by
     and for the benefit of Owner of any such name, mark, slogan, caricature,
     design or other trade or service item in connection with the Property
     shall, in any event, be terminated and any signs bearing any of the
     foregoing shall be removed from view and no longer used by Owner.  In
     addition, upon termination of this Agreement at any time for any reason,
     Owner shall not enter into any new leases of Property using the U-Haul
     lease form or use other forms prepared by U-Haul.  It is understood and
     agreed that U-Haul will use and shall be unrestricted in its use of such
     name, mark, slogan, caricature, design or other trade or service item in
     the management and operation of other storage facilities both during and
     after the expiration or termination of the term of this Agreement.
<PAGE>

     6.  Termination.
         -----------

          Owner or U-Haul may terminate this Agreement with or without
     cause by giving not less than thirty days' written notice to the
     other party pursuant to Section 11 hereof.  In addition, if Owner
     fails to pay U-Haul any amounts owed under this Agreement when due,
     U-Haul may terminate this Agreement by giving Owner not less than ten
     days written notice pursuant to Section 11 hereof.  Notwithstanding
     the foregoing, however, U-Haul shall not resign as property manager
     of the Property until a nationally recognized and reputable successor
     property manager is available and prepared to assume property management
     responsibilities with respect to the Property in question.  Upon
     termination of this Agreement, U-Haul shall promptly return to Owner all
     monies, books, records and other materials held by U-Haul for or on
     behalf of Owner.  In addition, if U-Haul has contracted to advertise the
     Property in the Yellow Pages, Owner shall, at the option of U-Haul,
     continue to be responsible for the cost of such advertisement and shall
     either (i) pay U-Haul the remaining amount due under such contract in a
     lump sum; or (ii) pay U-Haul monthly for the amount due under such
     contract.

     7.  Indemnification.
         ---------------

          Owner hereby agrees to indemnify and hold each of U-Haul, all
     persons and companies affiliated with U-Haul, and all officers,
     shareholders, directors, employees and agents of U-Haul and of any
     affiliated companies or persons (collectively, the "Indemnified
     Persons") harmless from any and all costs, expenses, attorneys' fees,
     suits, liabilities, judgments, damages, and claims in connection with
     the management of the Property (including the loss of use thereof
     following any damage, injury or destruction), arising from any cause
     except for the willful misconduct or gross negligence on the part of
     the Indemnified Persons.  In addition, no Indemnified Person shall be
     liable for any error of judgment or for any mistake of fact or law,
     or for anything which it may do or refrain from doing hereafter,
     except in cases of willful misconduct or gross negligence.  U-Haul
     hereby agrees to indemnify and hold Owner harmless from any and all
     costs, expenses, attorneys' fees, suits, liabilities, judgments,
     damages and claims in connection with the management of the Property
     arising from the willful misconduct of, gross negligence of, or
     breach of this Agreement by the Indemnified Persons.  In addition,
     U-Haul shall not be liable to Owner for the acts or omissions of
     U-Haul's officers, shareholders, directors, employees, and agents
     except for U-Haul's own gross negligence or willful misconduct.

     8.  Assignment.
         ----------

          This Agreement may be assigned by Owner in connection with any
     mortgage loan on the Property, whether pursuant to a conditional or
     unconditional, absolute assignment.  U-Haul shall have the right to
     assign this Agreement to an affiliate or a wholly or majority owned
<PAGE>
     subsidiary; provided, however, any such assignee must assume all
     obligations of U-Haul hereunder, Owner's rights hereunder will be
     enforceable against any such assignee and U-Haul shall not be
     released from its liabilities hereunder unless Owner shall expressly
     agree thereto in writing.

     9.  Headings.
         --------

          The headings contained herein are for convenience of reference
     only and are not intended to define, limit or describe the scope or
     intent of any provision of this Agreement.

     10.  Governing Law.
          -------------

          The validity of this Agreement, the construction of its terms
     and the interpretation of the rights and duties of the parties shall
     be governed by the internal laws of the State of Arizona.

     11.  Notices.
          -------

          Any notice required or permitted herein shall be in writing and
     shall be personally delivered or mailed first class postage prepaid
     or delivered by an overnight delivery service to the respective
     addresses of the parties set forth below their signatures on the
     signature page thereof, or to such other address as any party may
     give to the other in writing.  Any notice required by this Agreement
     will be deemed to have been given when personally served or one day
     after delivery to an overnight delivery service or five days after
     deposit in the first class mail.

     12.  Severability.
          ------------

          Should any term or provision hereof be deemed invalid, void or
     unenforceable either in its entirety or in a particular application,
     the remainder of this Agreement shall nonetheless remain in full
     force and effect and, if the subject term or provision is deemed to
     be invalid, void or unenforceable only with respect to a particular
     application, such term or provision shall remain in full force and
     effect with respect to all other applications.

     13.  Successors.
          ----------

          This Agreement shall be binding upon and inure to the benefit of
     the respective parties hereto and their permitted assigns and
     successors in interest.
<PAGE>

     14.  Attorneys' Fees.
          ---------------

          If it shall become necessary for any party hereto to engage
     attorneys to institute legal action for the purpose of enforcing
     their respective rights hereunder or for the purpose of defending
     legal action brought by the other party hereto, the party or parties
     prevailing in such litigation shall be entitled to receive all costs,
     expenses and fees (including reasonable attorneys' fees) incurred by
     it in such litigation (including appeals).

     15.  Counterparts.
          ------------

          This Agreement may be executed in one or more counterparts, each
     of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

     16.  Scope of Property Manager Responsibility.
          ----------------------------------------

          The duties, obligations and liability of each property manager
     identified herein shall extend only so far as to relate to the
     Property for which such property manager is managing located in the
     domicile state of such property manager, as more specifically
     described on Exhibit A hereto, and no individual property manager
     hereunder shall be liable for the acts or omissions of any other
     property manager hereunder.  Each property manager shall use its best
     efforts to assist Owner in fulfilling Owner's obligations arising
     under any loan to Owner that is secured by the Property, including
     but not limited to preparing and providing financial and accounting
     reports, and maintaining the Property.  Each property manager agrees
     that it will perform its obligations hereunder according to
     reasonable industry standards, in good faith, and in a commercially
     reasonable manner.  U-Haul agrees that, in discharging its duties
     hereunder, it will not have any relationship with any of its
     affiliates that would be less favorable to Owner than would
     reasonably be available in a transaction with an unaffiliated party.


     [Rest of page intentionally left blank]
<PAGE>
          IN WITNESS WHEREOF, the parties hereto execute this Agreement as
     of the date first above written.

"Owner":
 -----

Twenty-Three SAC Self-Storage Corporation,
a Nevada corporation

By: /S/ Mark V. Shoen
    -------------------------------

Its: President
     -------------------------------

"U-Haul"
 ------

U-Haul Co. of Arizona, Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Arkansas,  Inc.

By: /S/ Gary V. Klinefelter
    -------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of California, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary


U-Haul Co. of Louisiana, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Maryland, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Missouri, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>

U-Haul Co. of New York, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Oklahoma, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary

U-Haul Co. of Texas, Inc.

By: /S/ Gary V. Klinefelter
    --------------------------------
     Gary V. Klinefelter, Secretary
<PAGE>


                                Exhibit A
                                ---------


710077 U-HAUL OF FLORIN RD              SACRAMENTO WEST    CA  95822
721021 U-HAUL CENTER 19TH & BELL        PHOENIX WEST       AZ  85023
736071 U-HAUL CT HAZELWOOD              HAZELWOOD          MO  63042
738057 U-HAUL DOWNTOWN                  OKLAHOMA CITY      OK  73129
741035 U-HAUL CENTER ADDISON            CARROLLTON         TX  75006
742054 U-HAUL KANIS ROAD                LITTLE ROCK        AR  72204
744070 U-HAUL NACO-PERRIN               SAN ANTONIO        TX  78217
747074 U-HAUL CT GENTILLY               NEW ORLEANS        LA  70126
806024 U-HAUL CENTER CORAM              CORAM              NY  11727
820022 U-HAUL CT PULASKI HY             BALTIMORE          MD  21224


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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