<DOCUMENT>
<TYPE>EX-3.7
<SEQUENCE>6
<FILENAME>p68936exv3w7.txt
<DESCRIPTION>EXHIBIT 3.7
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.7

                                        FILING FEE: $75.00 OF C66620
                                        U-HAUL INTERNATIONAL/BLANCHE I. PASSOLT
                                        P.O. BOX 21502
                                        PHOENIX, AZ 85036

                        PLAN/AGREEMENT/ARTICLES OF MERGER

         This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 22th day of October,
1990, entered into by Amerco Real Estate Company, a Nevada Corporation, the
surviving corporation and U-Haul Co. of Pennsylvania, a Pennsylvania corporation
the absorbed Corporation, and together referred to as the Constituent
Corporations hereby witnesseth that

         The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the Absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the States of Nevada and Pennsylvania which laws permit such
mergers.

         NOW THEREFORE, the parties hereto do agree as follows:

                                       I

         The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation, unless altered or amended below,
following the effective date of the merger.

                                       II

         The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporation's principal office. The location of that office is John A.
Lorentz, 2721 N. Central Avenue, Phoenix, Arizona 85004.

                                       III

         The provisions for handling the shares of stock of the Constituent
Corporations are as follows:

                  (1)      All issued and outstanding shares of stock of the
                           Absorbed Corporation shall be cancelled.

                  (2)      On the effective date of the merger and when the
                           aforementioned cancellation has been effected, the
                           outstanding shares of stock of the Surviving
                           Corporation shall be deemed for all corporate
                           purposes to evidence the ownership of the Surviving
                           Corporation.

<PAGE>

                                       IV

         The number of shares outstanding and the number of shares entitled to
vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted
for and against such PLAN/AGREEMENT/ARTICLES OF MERGER as to each corporation
was as follows:

<TABLE>
<CAPTION>
                                            NUMBER OF
                         NUMBER OF           SHARES           NUMBER     NUMBER
      COMPANY              SHARES           ENTITLED          VOTED       VOTED
       NAME             OUTSTANDING         TO VOTE            FOR       AGAINST
--------------------------------------------------------------------------------
<S>                     <C>                 <C>              <C>         <C>
AMERCO REAL ESTATE
COMPANY                  100,000            100,000          100,000        -0-

U-HAUL CO. OF
PENNSYLVANIA                 500                500              500        -0-
</TABLE>

                                       V

         The Constituent Corporations shall take or cause to be taken all action
or do or cause to be done, all things necessary, proper or advisable under the
laws of the States of Nevada and Pennsylvania to consummate and make effective
this merger, subject, however to the appropriate vote or consent to the
stockholders of the Constituent Corporation in accordance with the requirements
of the States of Nevada and Pennsylvania.

                                       VI

         The Surviving Corporation hereby irrevocable appoints The Secretary of
State as its agent to accept service of process in any suit or other proceeding
and to enforce against the surviving Corporation any obligation of any
Constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to John A. Lorentz, P. O. Box 21502, Phoenix, Arizona 85036.

                                       VII

         The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.

<PAGE>

                      Surviving Corporation: AMERCO REAL ESTATE
                                             COMPANY, a Nevada
                                             Corporation

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

Verifies

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

                      Absorbed Corporation: U-HAUL CO. OF
                                            PENNSYLVANIA, a
                                            Penna. Corporation

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

Verified

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

STATE OF ARIZONA

COUNTY OF MARICOPA

         On this    day of October, 1990, before me, the undersigned Notary
Public, personally appeared Edward J. Shoen, known to me to be the President of
Amerco Real Estate Company, a Nevada Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.

                                            /s/ Blanche I. Passolt
                                            ------------------------------------
                                                        NOTARY PUBLIC

         (NOTARY SEAL)

STATE OF PENNSYLVANIA

COUNTY OF

         On this       day of October, 1990, before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
U-Haul Co. of Pennsylvania a Pennsylvania Corporation, that he is the person who
executed instrument on behalf of said corporation, and acknowledged to me that
such corporation executed the same.

                                            /s/ Blanche I. Passolt
                                            ------------------------------------
                                                        NOTARY PUBLIC

        (NOTARY SEAL)

<PAGE>

CERTIFICATE OF MERGER

MERGING

U-HAUL CO. OF METRO NEW YORK, INC.
(NY) NOT QUAL.

INTO

AMERCO REAL ESTATE COMPANY

REQUESTED BY:                          3816-85

U-HAUL INTERNATIONAL
ATTN: BLANCHE I. PASSOLT
2727 N. CENTRAL AVE.
P.O. BOX 21502
PHOENIX, AZ 85036-1502

FILE NUMBER: 3816-85

FILE DATE: 8/13/90

FILING FEE: $75.00

3816-85 GS

<PAGE>

                                        FILING FEE: $75.00 DF C01927
                                        U-HAUL INTERNATIONAL
                                        ATTN: BLANCHE I. PASSOLT
                                        P.O. BOX 21502
                                        PHOENIX, AZ 85036-1502

                       PLAN/AGREEMENT/ARTICLES OF MERGER

         This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 4th day of January,
1991, entered into by Amerco Real Estate Company, a Nevada corporation, the
surviving corporation and Novi Manufacturing Co. a Michigan corporation the
absorbed Corporation, and together referred to as the Constituent Corporations
hereby witnesseth that:

         The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the Absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the States of Nevada and Michigan which laws permit such
mergers.

         NOW THEREFORE, the parties hereto do agree as follows:

                                       I

         The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation, unless altered or amended below,
following the effective date of the merger.

                                       II

         The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporation's principal office. The location of that office is John A.
Lorentz, 2721 N. Central Avenue, Phoenix, Arizona 85004.

                                       III

         The provisions for handling the shares of stock of the Constituent
Corporations are as follows:

                  (1)      All issued and outstanding shares of stock of the
                           Absorbed Corporation shall be cancelled.

                  (2)      On the effective date of the merger and when the
                           aforementioned cancellation has been effected, the
                           outstanding shares of stock of the Surviving
                           Corporation shall be deemed for all corporate
                           purposes to evidence the ownership of the Surviving
                           Corporation.

<PAGE>

                                       IV

         The number of shares outstanding and the number of shares entitled to
vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted
for and against such PLAN/AGREEMENT/ARTICLES OF MERGER as to each corporation
was as follows:

<TABLE>
<CAPTION>
                                             NUMBER OF
                        NUMBER OF             SHARES          NUMBER      NUMBER
     COMPANY             SHARES              ENTITLED          VOTED      VOTED
      NAME             OUTSTANDING            TO VOTE           FOR       AGAINST
---------------------------------------------------------------------------------
<S>                    <C>                   <C>             <C>          <C>
AMERCO REAL ESTATE
 COMPANY                  100,000             100,000        100,000        -0-

NOVI MANUFACTURING
 CO.                          500                 500            500        -0-
</TABLE>

                                       V

         The Constituent Corporations shall take or cause to be taken all action
or do or cause to be done, all things necessary, proper or advisable under the
laws of the States of Nevada and Michigan to consummate and make effective this
merger, subject, however to the appropriate vote or consent to the stockholders
of the Constituent Corporation in accordance with the requirements of the States
of Nevada and Michigan.

                                       VI

         The Surviving Corporation hereby irrevocable appoints The Corporation
Trust Company as its agent to accept service of process in any suit or other
proceeding and to enforce against the surviving Corporation any obligation of
any Constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to John A. Lorentz, P. O. Box 21502, Phoenix, Arizona 85036.

                                       VII

         The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.

<PAGE>

                                   Surviving Corporation: AMERCO REAL ESTATE
                                                          COMPANY, a Nevada
                                                          Corporation

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

Verified

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

                                   Absorbed Corporation: NOVI MANUFACTURING CO.
                                                         A Michigan Corporation

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

Verified

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

STATE OF ARIZONA

COUNTY OF MARICOPA

         On this 4th day of January, 1991, before me, the undersigned Notary
Public, personally appeared Edward J. Shoen, known to me to be the President of
Amerco Real Estate Company, a Nevada Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.

                                              /s/ Blanche I. Passolt
                                       ----------------------------------
                                                  NOTARY PUBLIC

STATE OF ARIZONA

COUNTY OF MARICOPA

         On this 4th day of January, 1991 before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
Novi Manufacturing Co., Inc., a Michigan Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.

                                              /s/ Blanche I. Passolt
                                       ----------------------------------
                                                  NOTARY PUBLIC

         (NOTARY SEAL)

<PAGE>

PLAN AND AGREEMENT OF MERGER

MERGING

NOVI MANUFACTURING CO.
(MI) CORP. NOT QUAL.

INTO

AMERCO REAL ESTATE COMPANY              3816-85
(NV)

REQUESTED BY:

U-HAUL INTERNATIONAL
ATTN: BLANCE I. PASSOLT
P.O. BOX 21502
PHOENIX, AZ 85036-1502

FILE NUMBER: 3816-85

FILE DATE: 1/10/91

FILING FEE: $75.00

3816-85 GS                              FILING FEE: $75.00 DF
                                        2 CERTS.    $20.00
<PAGE>

                                                    FILING FEE: $75,00 DF C01926
                                                    U-HAUL INTERNATIONAL
                                                    ATTN: BLANCE I. PASSOLT
                                                    P.O. BOX 21502
                                                    PHOENIX, AZ 85036-1502

                        PLAN/AGREEMENT/ARTICLES OF MERGER

         This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 4th day of
January, 1991, entered into by Amerco Real Estate Company, a Nevada
Corporation, the surviving corporation and Boston Trailer Manufacturing Company,
Inc., a Massachusetts corporation the absorbed Corporation, and together
referred [ILLEGIBLE] as the Constituent Corporations hereby witnesseth that:

         The respective Boards of Directors and the Sole Shareholder by
resolution have determined it to be advisable that the Absorbed Corporation be
merged into the Surviving Corporation under the terms and conditions hereinafter
set forth in accordance with the applicable provisions of the General
Corporation Law of the States of Nevada and Massachusetts which laws permit such
mergers.

         NOW THEREFORE, the parties hereto do agree as follows:

                                        I

         The Articles of Incorporation of the Surviving Corporation shall
continue to be its Articles of Incorporation, unless altered or amended below,
following the effective date of the merger.

                                       II

         The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporation's principal office. The location of that office is John A.
Lorentz, 2721 N. Central Avenue, Phoenix, Arizona 85004.

                                       III

         The provisions for handling the shares of stock of the Constituent
Corporations are as follows:

                  (1)      All issued and outstanding shares of stock of the
                           Absorbed Corporation shall be cancelled.

                  (2)      On the effective date of the merger and when the
                           aforementioned cancellation has been effected, the
                           outstanding shares of stock of the Surviving
                           Corporation shall be deemed for all corporate
                           purposes to evidence the ownership of the Surviving
                           Corporation.
<PAGE>

                                       IV

         The number of shares outstanding and the number of shares entitled to
vote upon such PLAN/AGREEMENT/ARTICLES OF MERGER, and the number of shares voted
for and against such PLAN/AGREEMENT/ARTICLES OF MERGER as to each corporation
was as follows:

<TABLE>
<CAPTION>
                                           NUMBER OF
                             NUMBER OF      SHARES      NUMBER       NUMBER
     COMPANY                  SHARES       ENTITLED      VOTED        VOTED
      NAME                  OUTSTANDING     TO VOTE       FOR        AGAINST
------------------          -----------    ---------    -------      -------
<S>                         <C>            <C>          <C>          <C>
AMERCO REAL ESTATE
COMPANY                       100,000       100,000     100,000        -0-

BOSTON TRAILER
MANUFACTURING
COMPANY, INC.                   2,786         2,786       2,786        -0-
</TABLE>

                                       V

         The Constituent Corporations shall take or cause to be taken all action
or do or cause to be done, all things necessary, proper or advisable under the
laws of the States of Nevada and Massachusetts to consummate and make effective
this merger, subject, however to the appropriate vote or consent to the
stockholders of the Constituent Corporation in accordance with the requirements
of the States of Nevada and Massachusetts.

                                       VI

         The Surviving Corporation hereby irrevocable appoints The Corporation
Trust Company as its agent to accept service of process in any suit or other
proceeding and to enforce against the surviving Corporation any obligation of
any Constituent Domestic Corporation or enforce the rights of a dissenting
shareholder of any Constituent Domestic Corporation. A copy of any such process
may be mailed to John A. Lorentz, P. O. Box 21502, Phoenix, Arizona 85036.

                                       VII

         The Surviving Corporation shall pay all expenses of accomplishing the
merger, and assumes the responsibility for all tax liabilities of the Absorbed
Corporation.

<PAGE>

                           Surviving Corporation:       AMERCO REAL ESTATE
                                                        COMPANY, a Nevada
                                                        Corporation

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

Verified

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

                           Absorbed Corporation: BOSTON TRAILER
                                                 MANUFACTURING COMPANY,
                                                 a Massachusetts
                                                 Corporation

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

Verified

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

<PAGE>

STATE OF ARIZONA

COUNTY OF MARICOPA

         On this 4th day of January, 1991, before me, the undersigned Notary
Public, personally appeared Edward J. Shoen, known to me to be the President of
Amerco Real Estate Company, a Nevada Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.

                                                 /s/ [ILLEGIBLE]
                                       ----------------------------------
                                                  NOTARY PUBLIC

(NOTARY SEAL)

STATE OF ARIZONA

COUNTY OF MARICOPA

         On this 4th day of January, 1991 before me, the undersigned Notary
Public, personally appeared John A. Lorentz known to me to be the President of
Boston Trailer Manufacturing Company, Inc., a Massachusetts Corporation, that he
is the person who executed this instrument on behalf of said corporation, and
acknowledged to me that such corporation executed the same.

                                                 /s/ [ILLEGIBLE]
                                       ----------------------------------
                                                  NOTARY PUBLIC

(NOTARY SEAL)

<PAGE>

                                    RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                           AMERCO REAL ESTATE COMPANY

         KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, have
voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the State of Nevada, and we do certify:

                                    ARTICLE I

         The name of the corporation is: AMERCO REAL ESTATE COMPANY

                                   ARTICLE II

         The principal place of business of the corporation shall be at:

                  1325 Airmotive Way, Suite #170, Reno, Nevada

                                   ARTICLE III

         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.

                                   ARTICLE IV

         The number of shares of common stock which this corporation is
         authorized to issue is twenty million (20,000,000) shares with a par
         value of one Cent ($0.01) per share. In addition to the common stock
         authorized to be issued, the corporation is authorized to issue five

                                     1 of 9

<PAGE>

         million (5,000,000) shares of preferred stock, with the Board of
         Directors having authority to issue such shares in one or more series,
         with a par value of One Cent ($0.01) per share, with limited voting
         powers or without voting powers, and with such designations,
         preferences and relative, participating, optional or other special
         rights, or qualifications, limitations or restrictions thereof as shall
         be stated or expressed in the resolution regarding such 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
         hereto.

                                    ARTICLE V

         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.

                                     2 of 9

<PAGE>

                  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.

                  This Article V 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.

         Directors need not be stockholders. The names and addresses of the
         initial Board are:

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

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

                  Paul F. Shoen           2727 N. Central Avenue
                                          Phoenix, AZ 85004

                  John H. Dodds           2727 N. Central Avenue
                                          Phoenix, AZ 85004

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

                  Gary B. Horton          1325 Airmotive Way, Suite 170
                                          Reno, NV 89502

                  James P. Shoen          1325 Airmotive Way, Suite 170
                                          Reno, NV 89502

         B.       POWERS OF THE BOARD OF DIRECTORS. 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:

                                     3 of 9

<PAGE>

                           (i) To make, alter, amend, and repeal the bylaws,
                  subject to the power of the stockholders to amend the bylaws,
                  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 6.3(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 by ballot at
                  duly constituted meeting of the stockholders, the notice of
                  which meeting must include the proposed amendment;

                           (ii) Subject to the applicable provisions of the
                  bylaws 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 then, 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 of
                  Directors, in its sole discretion, may determine, and to
                  pledge or mortgage, as security therefor, any 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, time 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;

                                     4 of 9

<PAGE>

                           (vii) To designate, by resolution or resolutions
                  passed by a majority of the entire Board of Directors, one or
                  more committees, each consisting of two or more directors,
                  which, to the extent permitted by law and authorized by the
                  resolution or the bylaws, shall have and may exercise the
                  powers of the Board of Directors;

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

                           (ix) In additional to the powers and authority
                  hereinbefore, or by statute, expressly conferred upon it, the
                  Board of Directors may exercise all such powers and of 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 bylaws of the corporation.

         C.       LIMITATION OF DIRECTOR LIABILITY. A director of officer of
         the corporation shall not be personally liable to this corporation or
         its stockholders for damages for breach of fiduciary duty as a director
         or officer, but this Article 6.C shall not eliminate or limit the
         liability of a director or officer for (i) acts or 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 6.C 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.

                                   ARTICLE VI

         The names and address of each of the incorporators are:

         John A. Lorentz         2727 N. Central Ave., Phoenix, AZ 85004

         George R. Olds          2727 N. Central Ave., Phoenix, AZ 85004

         Blanche I. Passolt      2727 N. Central Ave., Phoenix, AZ 85004

                                   ARTICLE VII

         The period of existence of the corporation shall be:

                                    Perpetual

                                     5 of 9

<PAGE>

                                  ARTICLE VIII

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

                                   ARTICLE IX

         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 stockholder 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

                                     6 of 9

<PAGE>

                  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 stockholders 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, firm,
         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, 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 entire Board of

                                     7 of 9

<PAGE>

         Directors, to determine (and such determination shall be conclusive)
         for the purposes of this Article 9, 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 9.

                  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 9, shall not be
         applicable to a proposed action which has been approved or recommended
         by majority of the Disinterested

                                     8 of 9

<PAGE>

         Directors, as used herein, a "Disinterested Director" means (i) any
         Director named in these Articles of Incorporation as one of the first
         members of the corporation's Board of Directors, (ii) any Director of
         the corporation who is elected by the stockholders 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 of Directors.

                                    ARTICLE X

         Shareholder action by written consent is prohibited. This Article 10
         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 Re-Stated Articles
of Incorporation of Amerco Real Estate Company this 19th day of September, 1990.

                                                /s/ Charles J. Bayer
                                                --------------------------------
                                                Charles J. Bayer, President

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

                                     9 of 9

<PAGE>

STATE OF ARIZONA

COUNTY OF MARICOPA

         On this 19th day of September, 1990, personally appeared before me, the
undersigned Notary Public, Charles J. Bayer, President and Gary V. Klinefelter,
Secretary of AMERCO REAL ESTATE COMPANY, a Nevada corporation, known to me to be
the persons named in and who executed the same and that the matters contained
herein are true.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial
Seal this 19th day of September, 1990.

                                                /s/ Blanche I. Passolt
                                        ----------------------------------------
                                                     NOTARY PUBLIC

         (NOTARIAL SEAL)

<PAGE>

               THIS FORM SHOULD ACCOMPANY AMENDED AND/OR RESTATED
               ARTICLES OF INCORPORATION FOR A NEVADA CORPORATION

1.       Name of corporation: AMERCO REAL ESTATE COMPANY

2.       Date of adoption of Amended and/or Restated Articles: 9/19/90

3.       If the articles were amended, please indicate what changes have been
         made:__________________________________________________________________

         (a) Was there a name change? Yes [ ] No [x]. If yes, what is the new
             name?
             ___________________________________________________________________

         (b) Did you change your resident agent? Yes [ ] No [x]. If yes, please
             indicate new address:
             ___________________________________________________________________

         (c) Did you change the purposes? Yes [ ] No [x]. Did you add Banking?
             [ ], Gaming? [ ], Insurance? [ ], None of these? [x].

         (d) Did you change the capital stock? Yes [ ] No [x]. If yes, what is
             the new capital stock?
             ___________________________________________________________________

         (e) Did you change the directors? Yes [ ] No [x]. If yes, indicate the
             change:____________________________________________________________
             ___________________________________________________________________

         (f) Did you add the directors liability provision? Yes [ ] No [x].

         (g) Did you change the period of existence? Yes [ ] No [x]. If yes,
             what is the new existence?
             ___________________________________________________________________

         (h) If none of the above apply, and you have amended or modified the
             articles, how did you change your articles? Re-Stated the Articles
             of Incorporation

                                           /s/ Gary V. Klinefelter
                                           -------------------------
                                           Gary V.     Name and Title of Officer
                                           Klinefelter,       Secretary 10/10/90
                                           -------------------------------------
                                                                 Date

STATE OF ARIZONA   )
                     ss.
COUNTY OF MARICOPA )

On October 10, 1990 personally appeared before me, a Notary Public, Gary V.
Klinefelter, who acknowledged that he/she executed the above document.

                                                        /s/ Blanche I. Passolt
                                                       -------------------------
                                                            Notary Public


</TEXT>
</DOCUMENT>
