<DOCUMENT>
<TYPE>EX-3.97
<SEQUENCE>96
<FILENAME>p68936exv3w97.txt
<DESCRIPTION>EXHIBIT 3.97
<TEXT>
<PAGE>

                                                                    EXHIBIT 3.97

                       THE COMMONWEALTH OF MASSACHUSETTS
                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, SECRETARY
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108
                            ARTICLES OF ORGANIZATION
                              (UNDER G.L. CH.156B)
                                 INCORPORATORS

NAME                                                         POST OFFICE ADDRESS

Include given name in full in case of natural persons: in case of a corporation,
give state of incorporation.

          John A. Lorentz                      2721 N. Central Avenue
                                               P. O. Box 21502
                                               Phoenix, Arizona 85004

         The above-named incorporator(s) do hereby associate (themselves) with
the intention of forming a corporation under the provisions of General Laws.
Chapter 156B and hereby state(s):

         1.       The Name by which the corporation shall be known is:

[ILLEGIBLE] CO. OF BOSTON, INC.

         2.       The purpose for which the corporation is formed is as follows:

                  To rent and lease to the general public trailers,
         semi-trailers, trucks, passenger automobiles and other equipment,
         tools, machinery vehicles and property of any and every kind and
         description, and to purchase or otherwise acquire and operate any
         facilities useful for the conduct of the business enterprises of this
         corporation.

                  In general, to carry on any other business in connection with
         the foregoing, and to have and exercise all powers conferred by the
         Commonwealth of Massachusetts upon corporation, and to engage in any
         lawful activity within the purposes for which corporations may be
         organized under the laws of the Commonwealth of Massachusetts.

Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions to
more than one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.


/s/ [ILLEGIBLE]
---------------
Examiner

/s/ [ILLEGIBLE]
---------------
Name Approved

C    [ ]

P    [ ]

M    [ ]

R.A  [ ]
<PAGE>

3.       The total number of shares and the par value, if any, of each class of
         stock within the corporation is authorized as follow.

<TABLE>
<CAPTION>
                  WITHOUT PAR VALUE                WITH PAR VALUE
                  -----------------    --------------------------------------
                                                            PAR
CLASS OF STOCK    NUMBER OF SHARES     NUMBER OF SHARES    VALUE     AMOUNT
--------------    -----------------    ----------------    -----    ---------
<S>               <C>                  <C>                 <C>     <C>
  Preferred                                                        $
  Common                                    5,000          $10.     50,000.00
                                            -----          ---     ----------
</TABLE>

*4.      If more than one class is authorized, a description of each of the
         different classes of stock with, if any, the preferences, voting
         powers, qualification, special or relative rights or privileges as to
         each class thereof and any series now established:

                             None

*5.      The restrictions, if any, imposed by the Articles of Organization upon
         the transfer of shares of stock of any class are as follows:

                             None

*6.      Other lawful provisions, if any, for the conduct and regulation of
         business and affairs of the corporation, for its voluntary dissolution,
         or for limiting, defining or regulation the power of the corporation,
         or of its directors or stockholders, or of any class of stockholders:

                             None

* If there are no provision state "None".

<PAGE>

7.       By-laws of the corporation have been duly adopted and the initial
         directors, president, treasurer and clerk, whose names are set out
         below have been duly elected

8.       The effective date of organization of the corporation shall be the date
         of filing with the Secretary of the Commonwealth or if later date is
         desired, specify date. (not more than 30 days after the date of
         filing.)

9        The following information shall not for any purpose be treated as a
         Permanent part of the Articles of Organization of the corporation.

         a.       The pose office address of the initial principal office of the
                  corporation of Massachusetts is:

                  151 Linwood Street, Somerville MA 02143

         b.       The name, residence, and post office address of each
                  of the initial directors and following officers of
                  the corporation are as follows:

<TABLE>
<CAPTION>
           NAME                      RESIDENCE                       POST OFFICE ADDRESS
<S>                              <C>                              <C>
President: Michael D. Grehl      151 Linwood Street,              Somerville, MA 02143-2196
Treasurer: Elaine L. Correia     151 Linwood Street,              Somerville, MA 02143-2196
Clerk:     Elaine L. Correia           Same
Directors: Michael D. Grehl      151 Linwood Street,              Somerville, MA 02143-2196
           Anthony Morganelli    151 Linwood Street,              Somerville, MA 02143-2196
           Eric Aronson          151 Linwood Street,              somerville, MA 02143-2196
</TABLE>

        c.       The date initially adopted on which the corporation's fiscal
                 year ends is: March 31

        d.       The date initially fixed in the by-laws for the annual meeting
                 of stockholders of the corporation is:

                 Third Monday in June

        e.       The name and business address of the resident agent,
                 if any, of the corporation is:

                 C. T. Corporation System, 2 Oliver St., Boston, MA
                 02109

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S)
sign(s) these Articles of Organization this 2nd day of May 1990.

                                                   /s/ John A. Lorentz
                                                   -----------------------------
                                                   John A. Lorentz, incorporator

The signature of each incorporator which is not a natural person must be an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on its
behalf to sign these Articles of Organization.

<PAGE>

                        THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF ORGANIZATION
                      GENERAL LAWS, CHAPTER 156B, SECTION 12

         I hereby certify that: upon an examination of the within-written
articles of organization, duly submitted to me, it appears that the provisions
of the General Laws relative to the organization of corporations have been
complied with, and I hereby approve said articles; and the filing fee in the
amount [ILLEGIBLE] having been paid, said articles are deemed have been filed
with me this 5th day of June 1990.

         Effective Date
                                               /s/ MICHAEL JOSEPH CONNOLLY
                                               ---------------------------
                                               MICHAEL JOSEPH CONNOLLY
                                                    Secretary of State

               PHOTO COPY OF ARTICLES OF ORGANIZATION TO BE SENT
                         TO BE FILLED IN BY CORPORATION

         TO:
               John A. Lorentz
               2721. N. Central Avenue
               Phoenix, Arizona 85004
               Telephone (602) 263-6645

FILING FEE: 1/20 of 1% of the total amount of the authorized capital stock with
         par value, and one cent a share for all authorized shares without par
         value, but not less than $125. General Laws, Chapter 156B. Shares of
         stock with a par value less than one dollar. shall be deemed to have
         par value of one dollar per share.

                                                                     Copy Mailed
<PAGE>

Examiner

                        THE COMMONWEALTH OF MASSACHUSETTS

                             MICHAEL JOSEPH CONNOLLY
                                Secretary of State
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108

                              ARTICLES OF AMENDMENT

                     General Laws Chapter. 156B, Section 72

         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.

We, John A. Lorentz and Gary V. Klinefelter     President/Vice President, and
                                                Clerk/Assistant Clerk of

                            NEW CO. OF BOSTON, INC.
-------------------------------------------------------------------------------
                              Name of Corporation

           located at 2721 N. Central Avenue, Phoenix, Arizona 85004

do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on October 11, 1990, by
vote of

500   shares of   COMMON              out of   500      shares outstanding,
                  (Class of Stock)

      shares of                       out of            shares outstanding, and
                  (Class of Stock)

      shares of                       out of            shares outstanding,
                  (Class of Stock)

being at least a majority of each class outstanding and entitled to vote
thereon:-(2)

CROSS OUT

INAPPLICABLE

CLAUSE

C [ ]
P [ ]
M [ ]

(1)For amendments adopted pursuant to chapter 156B, Section 70.

(2)For amendments adopted pursuant to chapter 156B, Section 71.

Note. If the space provided under any Amendment or item on this form is
insufficient, additions shall be set forth on separate [ILLEGIBLE] sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.

/s/
--------------------
Name Approved

<PAGE>

FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING.

<TABLE>
<S>                                                          <C>
                                                             {______ Shares Preferred }
                                                                                          with par value
                                                             {______ Shares Common    }
The total amount of capital stock already authorized is
                                                             {______ Shares Preferred }
                                                                                          without par value
                                                             {______ Shares Common    }

                                                             {______ Shares Preferred }
                                                                                          with par value
                                                             {______ Shares Common    }
The Amount of Additional Capital Stock Authorized is
                                                             {______ Shares Preferred }
                                                                                          without par value
                                                             {______ Shares Common    }
</TABLE>
<PAGE>

                                    ARTICLE I

The name of the Corporation shall be: U-HAUL CO. OF BOSTON, INC.

         The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B. Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 11th day of October, in the year 1990

        /s/ John A. Lorentz                             President/Vice President
        --------------------------------
        John A. Lorentz, President

        /s/ Gary V. Klinefelter                         Clerk/Assistant Clerk
        --------------------------------
        Gary V. Klinefelter, Clerk

<PAGE>

                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT
                     (General Laws, Chapter 156B, Section 72)

         I hereby approve the within articles of amendment and, the filing fee
in the amount of $ 100.00 having been paid, said articles are deemed to have
been filed with me this 16th day of October, 1990.

                                               /s/ Michael Joseph Connolly
                                               ---------------------------
                                               MICHAEL JOSEPH CONNOLLY
                                                   Secretary of State

         TO BE FILLED IN BY CORPORATION
         PHOTO COPY OF AMENDMENT TO BE SENT

 TO:

         U-Haul International Inc.
         2721 N. Central Avenue
         Phoenix, Arizona 85004
         Attention: Legal Dept. Blanche I. Passolt
         Telephone (602) 263-6645

                                                                     Copy Mailed
<PAGE>

                       THE COMMONWEALTH OF MASSACHUSETTS

                            MICHAEL JOSEPH CONNOLLY              FEDERAL
                               Secretary of State                IDENTIFICATION
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108     NO [ILLEGIBLE]

                              ARTICLES OF AMENDMENT

                    General Laws, Chapter 156B, Section 72

         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114 Make check payable to the Commonwealth of
Massachusetts.

We, John A. Lorentz, President, and

Gary V. Klinefelter, Clerk

                           U-Haul Co. of Boston, Inc.
                        -------------------------------
                             (Name of Corporation)

located at 151 Linwood Street, Somerville, MA 02143-2196

do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on December 19, 1990, by
vote of

500   shares of   COMMON            out of        500   shares outstanding,
                  (Class of Stock)

      shares of                     out of              shares outstanding, and
                  (Class of Stock)

      shares of                     out of              shares outstanding,
                  (Class of Stock)

      being at least a majority of each class outstanding and entitled to
      vote thereon:-(1)

CROSS OUT            two-thirds of each class outstanding and entitled to
INAPPLICABLE         vote thereon and of each class or series of stock
CLAUSE               whose rights are adversely affected thereby:-(2)

(1)For amendments adopted pursuant to chapter 156B,Section 70.

(2)For amendments adopted pursuant to chapter 156B, Section 71.

C [ ]
P [ ]
M [ ]

Note: If the Space Provided Under Any Amendment or item on this form is
insufficient, additions shall be set forth on separate [ILLEGIBLE] sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.

/s/ [ILLEGIBLE]
---------------
Examiner

/s/ [ILLEGIBLE]
---------------
Name Approved
<PAGE>

FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:

<TABLE>
<S>                                                     <C>
                                                        {______ Shares preferred }
                                                                                     with par value
                                                        {______ Shares common    }
The total amount of capital stock already authorized is
                                                        {______ Shares preferred }
                                                                                     without par value
                                                        {______ Shares common    }

                                                        {______ Shares preferred }
                                                                                     with par value
                                                        {______ Shares common    }
The amount of additional capital stock authorized is
                                                        {______ Shares preferred }
                                                                                     without par value
                                                        {______ Shares common    }
</TABLE>

<PAGE>

                                   ARTICLE I

The name of the corporation is: U-HAUL CO. OF MASSACHUSETTS, INC.

         The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of the General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 19th day of December, in the year 1990.

/s/ John A. Lorentz
--------------------------------
John A. Lorentz, President

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

<PAGE>


                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT
                    (General Laws, Chapter 156B, Section 72)

         I hereby approve the within articles of amendment and, the filing fee
in the amount of $ 100.00 having been paid, said articles are deemed to have
been filed with me this 28th day of December, 1990.

                                /s/ Michael Joseph Connolly
                                -----------------------------------------------
                                MICHAEL JOSEPH CONNOLLY
                                   Secretary of State

    TO BE FILLED IN BY CORPORATION
    PHOTO COPY OF AMENDMENT TO BE SENT

TO:
      U-Haul International, Inc.
      2721 N. Central Avenue
      Phoenix, Arizona 85004
      Attention: Legal Dept. Blanche
      Telephone: (602) 263-6645

                                                                     Copy Mailed
<PAGE>

                        The Commonwealth of Massachusetts
                                                          FEDERAL IDENTIFICATION
                            MICHAEL JOSEPH CONNOLLY       NO. 86-0660616
                               Secretary of State            000350001
                              ONE ASHBURTON PLACE         FEDERAL IDENTIFICATION
                              BOSTON, MASS. 02108         NO. 86-0660629
                       ARTICLES OF CONSOLIDATION* MERGER*    000335844
               PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78

The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
                                  Section 114.
           Make checks payable to the Commonwealth of Massachusetts.

                                    * * * *

 CONSOLIDATION* MERGER* OF

                        [ILLEGIBLE]   Boston Trailer Manufacturing Company, Inc.

                        [ILLEGIBLE]   U-Haul Co. of Massachusetts, Inc.

                                            the constituent corporations

                        into
                              U-Haul Co. of Massachusetts, Inc.

one of the constituent corporations*.

         The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:

         1. An agreement of  merger* has been duly adopted in compliance with
the requirements of subsections (b) and (c) of General Laws. Chapter 156B.
Section 78, and will be kept as provided by subsection (d) thereof. The
resulting* surviving* corporation will furnish a copy of said agreement to any
of its stockholders, or to any person who was a stockholder of any constituent
corporation, upon written request and without charge.

         2. The effective date of the merger* determined pursuant to the
agreement referred to in paragraph I shall be the filing date

         3. (For a merger)

** The following amendments to the articles of organization of the SURVIVING
   corporation have been affected pursuant to the agreement of merger referred
   to in paragraph 1:

            None

*Delete the inapplicable words.

**If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
      set forth on separate 8 1/2 x 11 inch sheets of paper leaving a left hand
      margin of at least 1 inch for binding. Additions to more than one article
      may be continued on a single sheet so long as each article requiring each
      such addition it clearly indicated.

/s/ [ILLEGIBLE]
------------------
Examiner
<PAGE>

         (For a consolidation)

         (a)      The purposes of the RESULTING corporation are as follows:

         (b)      The total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized is as follows:

<TABLE>
<CAPTION>
                  WITHOUT PAR VALUE                WITH PAR VALUE
                  -----------------    --------------------------------------
                                                            PAR
CLASS OF STOCK    NUMBER OF SHARES     NUMBER OF SHARES    VALUE     AMOUNT
--------------    -----------------    ----------------    -----    ---------
<S>               <C>                  <C>                 <C>      <C>
  Preferred                                                         $
  Common                                    5,000          $10.     50,000.00
</TABLE>

         **(c)    If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.

                  none

         **(d)    Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its voluntary
dissolution, for restrictions upon the transfer of shares of stock of any class,
or for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholder, or of any class of stockholder:

                  None

*Delete the inapplicable words.

**If there are no provision state "NONE."

 NOTE: If the space provided under article 3 is insufficient, additions shall be
       set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
       left hand margin of at least 1 inch for binding. Additions to more than
       one article may be continued on a single sheet so long as each article
       requiring each such addition is clearly indicated.

<PAGE>

         4.       The following information shall not for any purpose be treated
as a permanent part of the articles of organization of the surviving*
corporation.

         (a)      The post office address of the initial principal office of the
surviving* corporation in Massachusetts is:

               C. T. Corporation System
               2 Oliver Street, Boston, MA 02109

         (b)      The name, residence and post office address of each of the
initial directors and President, Treasurer and Clerk of the resulting*
surviving* corporation is as follows:

<TABLE>
<CAPTION>
            Name                        Residence             Post Office Address
<S>                              <C>                         <C>
President   John A. Lorentz      2721 N. Central Avenue,     Phoenix, Arizona 85004
Treasurer   Gary V. Klinefelter            "                          "
Clerk       Gary V. Klinefelter
Directors   John A. Lorentz
            Gary V. Klinefelter
            E. J. Shoen                    "                          "
</TABLE>

         (c)      The date initially adopted on which the fiscal year of the
surviving* corporation ends is: March 31

         (d)      The date initially fixed in the by-laws for the Annual Meeting
of stockholder of the surviving* corporation is: Third Monday in June

         The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of consolidation* merger* referred to in
paragraph I has been duly executed on behalf of such corporation and duly
approved by the stockholders of such corporation in the manner required by
General Laws, Chapter 156B, Section 78.

                                                /s/ John A. Lorentz
                                                --------------------------------
                                                John A. Lorentz President*

                                                /s/ Gary V. Klinefelter
                                                --------------------------------
                                                Gary V. Klinefelter Clerk*

                 of Boston Trailer Manufacturing Company, Inc.
            -----------------------------------------------------------
                       (name of constituent corporation)

                                                /s/ John A. Lorentz
                                                --------------------------------
                                                John A. Lorentz President*

                                                /s/ Gary V. Klinefelter
                                                --------------------------------
                                                Gary V. Klinefelter Clerk*

                      of U-Haul Co. of Massachusetts, Inc.
            -------------------------------------------------------
                       (name of constituent corporation)

*Delete the inapplicable words.

<PAGE>


                        THE COMMONWEALTH OF MASSACHUSETTS

                        ARTICLES OF CONSOLIDATION/ MERGER
                    (General Laws, Chapter l56B, Section 78)

         I hereby approve the within articles of consolidation/merger and, the
filing fee in the amount of $ [ILLEGIBLE] having been paid, said articles are
deemed to have been filed with me this [ILLEGIBLE] day of [ILLEGIBLE], 1991.

                                                /s/ Michael Joseph Connolly
                                                --------------------------------
                                                MICHAEL JOSEPH CONNOLLY
                                                    Secretary of State

                         TO BE FILLED IN BY CORPORATION
                   Photo Copy of Articles of Merger To Be Sent

              TO:
                     U-Haul International, Inc.
                     2721 N. Central Avenue
                     Phoenix, Arizona 85004
                     ATTENTION: Legal Department, Blanche I. Passolt
                     Telephone: (602) 263-6645

                                                                     Copy Mailed
<PAGE>

                    THE COMMONWEALTH OF MASSACHUSETTS
                                                          FEDERAL
                         MICHAEL JOSEPH CONNOLLY          IDENTIFICATION
                           Secretary of State             NO. [ILLEGIBLE]
                           ONE ASHBURTON PLACE            FEDERAL IDENTIFICATION
                           BOSTON, MASS. 02108            NO. [ILLEGIBLE]

                       ARTICLES OF CONSOLIDATION* MERGER*
                PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 78

The fee for filing this certificate is prescribed by General Laws, Chapter 156B.
                                  Section 114.
            Make checks payable to the Commonwealth of Massachusetts

                                 *****

CONSOLIDATION* MERGER* OF  [ILLEGIBLE] U-Haul Co. of Western Massachusetts, Inc.

                           [ILLEGIBLE] U-Haul Co. of Massachusetts, Inc.

                                              the constituent corporations

                      into U-Haul Co. of Massachusetts, Inc.

one of the constituent corporations*.

         The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:

         1.       An agreement of merger* has been duly adopted in compliance
with the requirements of subsections (b) and (c) of General Laws, Chapter 156B,
Section 78, and will be kept as provided by subsection (d) thereof. The
resulting* surviving* corporation will furnish a copy of said agreement to any
of its stockholders, or to any person who was a stockholder of any constituent
corporation, upon written request and without charge.

         2.       The effective date of the merger* determined pursuant to the
agreement referred to in paragraph I shall be

                                 the filing date

         3.       (For a merger)

**       The following amendments to the articles of organization of the
         SURVIVING corporation have been affected pursuant to the agreement of
         merger referred to in paragraph I:

                                      None

*Delete the inapplicable words.

**If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
      set forth on separate 8 1/2 x 11 inch sheets of paper leaving a left hand
      margin of at least 1 inch for binding. Additions to more than one article
      may be continued on a single sheet so long as each article requiring each
      such addition is clearly indicated.

<PAGE>

         (For a consolidation)

         (a)      The purposes of the RESULTING corporation are as follows:

         (b)      The total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized is as follows:

<TABLE>
<CAPTION>
                  WITHOUT PAR VALUE                WITH PAR VALUE
                  -----------------    --------------------------------------
                                                           PAR
CLASS OF STOCK    NUMBER OF SHARES     NUMBER OF SHARES    VALUE      AMOUNT
--------------    -----------------    ----------------    -----   ------------
<S>               <C>                  <C>                 <C>     <C>
  Preferred                                                        $
    Common                                  5,000          $10.    $  50,000.00
</TABLE>

         **(c)    If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.

                           None

         **(d)    Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its voluntary
dissolution, for restrictions upon the transfer of shares of stock of any class,
or for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:

                           None

*Delete the inapplicable words.

**If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall be
      set forth on separate 8 1/2 x 11 inch sheets of paper, leaving left hand
      margin of at least 1 inch for binding. Additions to more than one article
      may be continued on a single sheet to long as each article requiring each
      such addition is clearly indicated.

<PAGE>

         4.       The following information shall not for any purpose be treated
as a permanent part of the articles of organization of the surviving*
corporation.

         (a)      The post office address of the initial principal office of the
resulting* surviving* corporation in Massachusetts is

                                        C. T. Corporation System
                                        2 Oliver Street, Boston, MA 02109

         (b)      The name, residence and post office address of each of the
initial directors and President. Treasurer and Clerk of the resulting*
surviving* corporation is a follows.

<TABLE>
<CAPTION>
            Name                        Residence            Post Office Address
<S>                              <C>                         <C>
President  John A. Lorentz       2049 East [ILLEGIBLE]       DR. TEMPE AZ 85282
Treasurer  Gary V. Klinefelter   1927 EAST WOODMAN           Phoenix   AZ 85004
Clerk      Gary V. Klinefelter                  SAME AS ABOVE
Directors  John A. Lorentz                      SAME AS ABOVE
           Gary V. Klinefelter                  SAME AS ABOVE
           Edward J. Shoen       2727 North Central Ave      Phoenix AZ. 85004
</TABLE>

         (c)      The date initially adopted on which the fiscal year of the
surviving* corporation ends is: March 31

         (d)      The date initially fixed in the by-laws for the Annual Meeting
of stockholders of the surviving* corporation is: Third Monday in June

         The undersigned officers of the several constituent corporations listed
above further state under the penalties of perjury as to their respective
corporations that the agreement of merger* referred to in paragraph I has been
duly executed on behalf of such corporation and duly approved by the
stockholders of such corporation in the manner required by General Laws, Chapter
156B, Section 78.

                                                /s/ John A. Lorentz
                                                --------------------------------
                                                John A. Lorentz President*

                                                /s/  Gary V. Klinefelter
                                                --------------------------------
                                                Gary V. Klinefelter Clerk*

                 of U-Haul Co. of Western Massachusetts, Inc.
               ------------------------------------------------
                       (name of constituent corporation)

                                                /s/ John A. Lorentz
                                                --------------------------------
                                                John A. Lorentz President*

                                                /s/  Gary V. Klinefelter
                                                --------------------------------
                                                Gary V. Klinefelter Clerk*

                      of U-Haul Co. of Massachusetts, Inc.
                    ----------------------------------------
                       (name of constituent corporation)

 *Delete the inapplicable words

<PAGE>


                        THE COMMONWEALTH OF MASSACHUSETTS

                        ARTICLES OF CONSOLIDATION/ MERGER
                    (General Laws Chapter 156B, Section 78)

         I hereby Approve the within articles of consolidation merger and, the
filing fee in the amount of $250 [ILLEGIBLE] paid, said articles are deemed to
have been fixed with me this 7th day of May 1991.

Effective Date

                                                /s/ Michael Joseph Connolly
                                                --------------------------------
                                                    MICHAEL JOSEPH CONNOLLY
                                                      Secretary of State

                         TO BE FILLED IN BY CORPORATION
                   Photo Copy of Articles of Merger To Be Sent

               TO:

                    U-Haul International, Inc.
                    2721 N. Central Avenue
                    Phoenix, Arizona 85004
                    Attention: Legal Dept., Blanche Passolt
                    Telephone: (602)263-6645

                                                                     Copy Mailed
<PAGE>

                     FEDERAL IDENTIFICATION             FEDERAL IDENTIFICATION
                     NO. 31-0788504                     NO. 86-066-0629
                     U-Haul Co. of                      U-Haul Co. of
                     Ohio                               Massachusetts

                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                       ARTICLES OF [ILLEGIBLE] / *MERGER
                    (General Laws, Chapter 156B, Section 79)

[ILLEGIBLE]/ *merger of                 U-Haul Co. of Ohio, an
                                        Ohio Corporation
                                        and
                                        U-Haul Co. of Massachusetts, Inc.
                                        a Massachusetts Corporation

                                              the constituent corporations, into

                                        U-Haul Co. of Massachusetts, Inc.
                                        a Massachusetts Corporation

[ILLEGIBLE]/ *one of the constituent corporations organized under the laws of
Massachusetts.

The undersigned officers of each of the constituent corporation certify under
the penalties of perjury as follows.

1. An agreement of [ILLEGIBLE]/ *merger has been duly adopted in compliance with
the requirements of General Laws, Chapter 156B, Section 79, and will be kept as
provided by Subsection (c) thereof. The [ILLEGIBLE]/ *surviving corporation will
furnish a copy of said agreement to any of its stockholders, or to any person
who was a stockholder of any constituent corporation, upon written request and
without charge.

2. The effective date of the [ILLEGIBLE]/ *merger determined pursuant to the
agreement of [ILLEGIBLE]*merger shall be the date approved and filed by the
Secretary of the Commonwealth. If a later effective date is desired, specify
such date which shall not be more than thirty days after the date of filing:

3. (FOR A MERGER)

*The following amendments to the Articles of Organization of the surviving
corporation have been effected pursuant to the agreement of merger:

                                      NONE

(FOR A CONSOLIDATION)

(a) The purpose of the resulting corporation is to engage in the following
business activities.

*Delete the inapplicable words.

Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper with a left margin of at least 1 inch. Additions to more than one article
may be made on a single sheet as long as each article requiring each addition is
clearly indicated.

<PAGE>

(FOR A CONSOLIDATION)

(b) [ILLEGIBLE] the total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue:

<TABLE>
<CAPTION>
        WITHOUT PAR VALUE                       WITH PAR VALUE
------------------------------      ------------------------------------------
  TYPE        NUMBER OF SHARES       TYPE       NUMBER OF SHARES     PAR VALUE
----------    ----------------      ------      ----------------     ---------
<S>           <C>                   <C>         <C>                  <C>
Common:                             Common:          5,000             $10.00

Preferred:                          Preferred:
</TABLE>

**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.

                                      NONE

**(d) The restriction, if any, on the transfer of stock contained in the
agreement of consolidation are:

                                      NONE

**(e) Other lawful provisions, if any for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

                                      NONE

Item 4 below may be deleted if the [ILLEGIBLE] surviving corporation is
organized under the laws of a state other than Massachusetts.

4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the [ILLEGIBLE]/ *surviving corporation.

(a) The street address (post office boxes are not acceptable) of the
[ILLEGIBLE]/ *surviving corporation in Massachusetts is:

            151 Linwood Street, Somerville, Massachusetts 02143-2196

[ILLEGIBLE] if there are no [ILLEGIBLE] state "None"

<PAGE>

 (b) The name, residential address and post office address of each director and
officer of the [ILLEGIBLE]/ *surviving corporation is:

<TABLE>
<CAPTION>
                  NAME                      RESIDENTIAL ADDRESS        POST OFFICE ADDRESS
<S>               <C>                       <C>                        <C>
President:        Gary G. Larivee           25 Stark Road
                                            Derry, NH 03038
Treasurer:        Donald Wm. Murney         2721 N. Central Ave.
                                            Phoenix, Arizona 85012

Clerk:            Gary V. Klinefelter       2721 N. Central Ave.
                                            Phoenix, Arizona 85012
Directors:
                  Edward J. Shoen           2721 N. Central Avenue
                                            Phoenix, Arizona 85012
                  Robert J. Bolton          91 Cook Hill Road
                                            Danielson, CT 06239
                  Gary G. Larivee           25 Stark Road
                                            Derry, NH 03038
</TABLE>

(c) The fiscal year end (i.e. tax year) of the [ILLEGIBLE]/ *surviving
corporation shall end on the last day of the month of and the annual meeting is
on the 3rd Monday in June.              MARCH

(d) The name and business address of the resident agent, if any, of the
[ILLEGIBLE]/ * surviving corporation is:

     CT Corporation System, 101 federal Street, Boston, MA 02109

Item 5 below may be deleted if the surviving corporation is organized under the
laws of Massachusetts.

5. The *resulting [ILLEGIBLE]/ *surviving corporation hereby agrees that it may
be sued in the Commonwealth of Massachusetts for any prior obligation of any
constituent Massachusetts corporation any prior obligation of any constituent
foreign corporation qualified under General Laws, Chapter 181, and any
obligations hereafter incurred by the *resulting / *surviving corporation,
including the obligation created by General Laws, Chapter 156B, Section 85, so
long as any liability remains outstanding against the corporation in the
Commonwealth of Massachusetts, and it hereby irrevocably appoints the Secretary
of the Commonwealth as its agent to accept service of process in any action for
the enforcement of any such obligation, including taxes, in the same manner as
provided in Chapter 181.

FOR MASSACHUSETTS CORPORATIONS

The undersigned *President / [ILLEGIBLE] and *Clerk / [ILLEGIBLE] * of U-Haul
Co. of Massachusetts, Inc. a corporation organized under the laws of
Massachusetts, further state under the penalties of perjury that the agreement
of *consolidation / *merger has been duly executed on behalf of such corporation
and duly approved in the manner required by General Laws, Chapter 156B, Section
78.

/s/ Gary G. Larivee              , *President [ILLEGIBLE]
----------------------------------
Gary G. Larivee

/s/ Gary V. Klinefelter       , *Clerk [ILLEGIBLE]
--------------------------------
Gary V. Klinefelter

FOR CORPORATIONS ORGANIZED IN A STATE OTHER THAN MASSACHUSETTS

The undersigned, + Dean M. Haske, President and ++ Gary V. Klinefelter,
Secretary of U-Haul Co. Ohio, a corporation organized under the laws of Ohio,
further state under the penalties of perjury that the agreement of [ILLEGIBLE]
*merger has been duly adopted by such corporation in the manner required by the
laws of Ohio.

 + /s/ Dean M. Haske
   -----------------------------
   Dean M. Haske

++ /s/ Gary V. Klinefelter
   -----------------------------
   Gary V. Klinefelter

*Delete the inapplicable words.

+Specify the officer having powers and duties corresponding to those of the
president or vice president of a Massachusetts corporation organized under
General Laws Chapter 156B.

++Specify the officer having powers and duties corresponding in the clerk or
assistant clerk of such a Massachusetts corporation.

<PAGE>

                        THE COMMONWEALTH OF MASSACHUSETTS

                        ARTICLES OF [ILLEGIBLE]/ *MERGER
                    (General Laws, Chapter 156B, Section 79)

                  =============================================

I hereby approve the within Articles of [ILLEGIBLE]/ *Merger and, the filing fee
in the amount of $ 250 having been paid, said articles are deemed to have been
filed with me this 18th day of December, 2000.

Effective date _______________________

                                   [ILLEGIBLE]

                             WILLIAM FRANCIS GLAVIN
                          Secretary of the Commonwealth

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                           U-Haul International, Inc.
                              Nancy K. Ventre, CLA
                        2721 N. Central Avenue, 11-South
                                Phoenix, AZ 85012
                             Telephone: 602-263-6195

<PAGE>

                                                         FEDERAL IDENTIFICATION
                                                          NO. 86-0660629

                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF AMENDMENT
                     (General Laws, Chapter 156B, Setion 72)

We, Ronald J. Howell, *President/

and Gary V. Klinefelter, *Clerk/

of U-Haul Co. of Massachusetts, Inc.
   ---------------------------------
      (Exact name of corporation)

located at                     151 Linwood Street,
           ---------------------------------------------------------------------
                (Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

                                        1
--------------------------------------------------------------------------------
          (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

of the Articles of Organization were duly adopted at a meeting held on July 8,
2002, by vote of:

500 shares of             common stock         of 500 shares outstanding,
             ----------------------------------
               (type, class & series, if any)

____shares of ________________________________ of ______ shares outstanding, and
               (type, class & series, if any)

____shares of _______________________________ of _______ shares outstanding.
              (type, class & series, if any)

(1)**being at least a majority of each type, class or series outstanding and
entitled to vote thereon:

*Delete the inapplicable words.

                                   **Delete the inapplicable clause.

(1) For amendments adopted pursuant to Chapter 156B, Section 70.

(2) For amendments adopted pursuant to Chapter 156B, Section 71.

Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only separate 8 1/2 x 11
sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet as long as each article requiring each
addition is clearly indicated.

<PAGE>

Article I of the Articles of Incorporation are hereby amended to read as
follows:

        U-Haul Co. of Massachusetts and Ohio, Inc.

The foregoing amendments(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than   thirty days after such filing,
in which event the amendment will become effective on such later date.

Later effective date: ___________________.

SIGNED UNDER THE PENALTIES OF PERJURY this 15 day of July, 2002,

/s/ Ronald J. Howell             , *President /
--------------------------------
Ronald J. Howell, President

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

*Delete the inapplicable words.

<PAGE>

                        THE COMMONWEALTH OF MASSACHUSETTS

                             ARTICLES OF AMENDMENT
                    (GENERAL LAWS, CHAPTER 156B, SECTION 72)

I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $ 10000 having been paid, said articles are deemed to have been filed
with me this 29th day of July 2002.

Effective date: ____________________________

                                   [ILLEGIBLE]

                             WILLIAM FRANCIS GALVIN
                         Secretary of the Commonwealth

                         TO BE FILLED IN BY CORPORATION
                       PHOTOCOPY OF DOCUMENT TO BE SET TO:
                           U-Hual International, Inc.
                            Attn: Nancy Ventre, Legal
                              2727 N. Central Ave.
                                Phoenix, AZ 85004
                            Telephone: (602) 263-6195

</TEXT>
</DOCUMENT>
