As filed with the Securities and Exchange Commission on October 20, 2000.
Registration No. 333-                7, 2010
Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMERCO
(Exact name of registrant as specified in its charter)
Number)
   
Nevada88-0106815
(State or other jurisdiction of(I.R.S. Employer
of incorporation or organization)Identification No.)

1325 Airmotive Way, Suite 100
Reno, Nevada 89502-3239
(775) 688-6300
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

Gary V. Klinefelter,

Laurence De Respino, Esq.
Secretary and General Counsel
AMERCO
1325 Airmotive Way, Suite 100
Reno, Nevada 89502-3239
(775) 688-6300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copy to:

Jon S. Cohen

Michael M. Donahey
Snell & Wilmer L.L.P.
One Arizona CenterGregory R. Hall, Esq.
DLA Piper LLP (US)
2525 East Camelback Road, Suite 1000
Phoenix, Arizona 85004-0001AZ 85016
(602) 382-6000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  [   ]

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  [X]



If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  [   ]  

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   [   ]  

If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434, please462(e) under the Securities Act, check the following box:  [   ]

Calculationbox. £

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of Registration Fee
       
Title of ClassAmountProposed MaximumAmount of
of Securitiesto beAggregateRegistration
to be RegisteredRegisteredOffering Price(1)(2)Fee(3)
Debt Securities$200,000,000$200,000,000$52,800

(1) In U.S. dollars or the equivalent thereof in foreign currencies, composite currencies or currency units.
(2) Exclusive of accrued interest and distributions, if any.
(3) Calculated pursuant to Rule 457securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer £                                                                                           Accelerated filer S
Non-accelerated filer   £  (Do not check if a smaller reporting company)         Smaller reporting company £





CALCULATION OF REGISTRATION FEE
         
      Proposed  
    Proposed Maximum  
    Maximum Aggregate Amount of
Title of Each Class of Securities to be Amount to be Offering Price Per Offering Price Registration
Registered Registered (1) Security (1) (1) (2) Fee (1) (2)
Debt Securities (3) (3) (3) (3)
Common Stock, par value $0.25 per share (3) (3) (3) (3)
Preferred Stock, par value $0.___ per share (3) (3) (3) (3)
Total     $300,000,000 $21,390

(1) There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, and such indeterminate principal amount of debt securities as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $300,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $300,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. The proposed maximum offering price per unit will be determined, from time to time, by t he registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange or pursuant to the antidilution provisions of any of such securities. In addition, pursuant to Rule 416 of the rules and regulations under the Securities Act of 1933.

    Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement contains a combined prospectus relatingas amended, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the $200,000,000 principal amountshares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended, and based upon the maximum aggregate offering price of all securities registered hereby and $500,000,000 principal amount of securities registered on March 4, 1999being registered.
(3) Omitted pursuant to Registration Statement No. 333-73357,General Instruction II.D of which $150,000,000 remains available for issuance thereunder. A filing feeForm S-3 under the Securities Act of $139,000 was paid in connection with Registration Statement No. 333-73357, of which $41,700 was attributable to the $150,000,000 in securities that remain subject to such Registration Statement.

1933, as amended.



The Registrantregistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.




The information in this prospectus is not complete and may be amended.changed. We cannotmay not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject To Completion, Dated October 20, 2000

SUBJECT TO COMPLETION, DATED ____________, 2010
Prospectus

[UHAUL LOGO]

$300,000,000
AMERCO

$350,000,000

Debt Securities

AMERCO

1325 Airmotive Way, Suite 100Common Stock
Reno, Nevada 89502-3239Preferred Stock
(775) 688-6300

By this prospectus, we may offer from time to time: debt securities; common stock; and preferred stock.
We aremay offer these securities with an aggregate initial public offering price of up to $300,000,000, in amounts, at initial prices and on terms determined at the time of the offering.  When we offer securities, we will provide you with a holding company for U-Haul International, Inc., Republic Western Insurance Company, Oxford Life Insurance Company,prospectus supplement describing the terms of the specific issue of securities, including the price of the securities. You should read this prospectus and Amerco Real Estate Company. U-Haul comprises greater than 80% of our total revenue and is our most notable business. The trading symbol for our common stock on the NASDAQ is “UHAL.” We do not expect any of these debt securitiesprospectus supplement carefully before you decide to officially trade in any public market.

*We may use this prospectus from time to time to offer unsecured debt securities in one or more series.
*Specific terms of these debt securities will be set forth in a supplement to this prospectus.
*The total of all debt securities offered will not exceed $350,000,000.
*We may sell debt securities directly to purchasers, through underwriters, dealers or agents or through any combination of these methods.

This investment involves a high degree of risk. Before making an investment in our debt securities, you should carefully consider certain risks described in “Risk Factors” on page 7.

invest. This prospectus may not be used to consummate a sale of debtsell securities unless it is accompanied by a prospectus supplement that further describes the securities being delivered to you.

We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.
Our common stock is listed for trading on the NASDAQ Global Select Market under the symbol “UHAL.” We have not yet determined whether any of the securities that may be offered by this prospectus will be listed on any exchange, or included in any inter-dealer quotation system or over-the-counter market. If we decide to seek the listing or inclusion of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on or in which the securities will be listed or included.
Investing in our securities involves risks. We may include specific risk factors in an applicable to such debtprospectus supplement under the heading “Risk Factors.”
___________________


Investing in our securities involves certain risks.  See “Risk Factors” beginning on Page 4 of this prospectus and in the applicable prospectus supplement for certain risks you should consider.  You should carefully read the entire prospectus before you invest in our securities.


____________________


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the accuracy or adequacy of this prospectus is accurate or complete.prospectus.  Any representation to the contrary is a criminal offense.



____________________
This prospectus is dated [      ], 2010.

October    , 2000


TABLE OF CONTENTS
  8
 Page
   
ABOUT THIS PROSPECTUSPage 1 - 3
ABOUT AMERCO
  3
About this ProspectusRISK FACTORS1  4
Where You Can Find More InformationNOTE REGARDING FORWARD-LOOKING STATEMENTS1  4
Special Note of Caution Regarding Forward Looking StatementsDESCRIPTION OF SECURITIES3  5
About AMERCOUSE OF PROCEEDS4  5
The OfferingRATIOS OF EARNINGS TO FIXED CHARGES6  5
Risk FactorsPLAN OF DISTRIBUTION7  5 - 6
Use of ProceedsLEGAL MATTERS8  6
Ratio of Earnings to Fixed ChargesEXPERTS8  7
Description of Debt SecuritiesINCORPORATION OF CERTAIN INFORMATION BY REFERENCE  7 - 8
Plan of DistributionWHERE YOU CAN FIND MORE INFORMATION21
Legal Opinions22
Experts22

You




If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you.
We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying prospectus supplement and any free writing prospectus prepared or authorized by us.  Therefore, if anyone does give you information of this sort, you should not rely on any information you receive that is not either contained in, or referred to in,it as authorized by us.  Neither the delivery of this prospectus, or any prospectus supplement. Neither AMERCO nor any underwriter, dealersale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date hereof or agent has authorized anyone to provide you with any other information. This prospectus does not constitute an offer for any securities other than those specifically referred to in this document. We are not making an offer of these securities in any state where the offer is not permitted. There is no implication that the information in this prospectus or any prospectus supplementincorporated by reference herein is accuratecorrect as of any date other thantime su bsequent to the date on the front of those documents.

i

such information.





ABOUT THIS PROSPECTUS


This prospectus is part of a registration statement on Form S-3 that weAMERCO has filed with the Securities and Exchange Commission, or the SEC, utilizing athe “shelf” registration process.process for the offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act.  Under thisthe shelf registration process, we may, over the next two years, use the registration statement and the shelf processtime, sell up to sell$300,000,000 of any combination of the debt securities described in this prospectus in one or more offerings up to a total dollar amount of $350,000,000.prospectus.
 This prospectus provides you with a general description of the debt securities wethat AMERCO may offer.offer hereunder.  Each time we sell debtAMERCO sells a type or series of securities, weit will provide a prospectus supplement that will contain specific information about the offering and the terms of that offering.the particular securities offered.  The prospectus supplement may also add, update or change information contained in this prospectus.  ItYou should read both this prospectus and any prospectus supplement together with the additional information described under the headings “Where You Can Find More Information.”
In each prospectus supplement, we will include the following information:


·designation or classification;
·the aggregate principal amount or aggregate offering price of securities that we propose to sell;
·with respect to debt securities, the maturity;
·original issue discount, if any;
·the rates and times of payment of interest, dividends or other payments, if any;
·redemption, conversion, exchange, settlement or sinking fund terms, if any;
·ranking;
·restrictive covenants, if any;
·voting or other rights, if any;
·the names of any underwriters, agents or dealers to or through which the securities will be sold;
·any compensation of those underwriters, agents or dealers;
·information about any securities exchanges or automated quotation systems on which the securities will be listed or traded or the fact that such securities will not be listed or traded on any exchange;
·any risk factors applicable to the securities that we propose to sell;
·important federal income tax considerations; and
·any other material information about the offering and sale of the securities.


A prospectus supplement may include a discussion of risks or other special considerations applicable to us or the offered securities. A prospectus supplement may also add, update or change information in this prospectus. If there is important forany inconsistency between the information in this prospectus and the applicable prospectus supplement, you tomust rely on the information in the prospectus supplement. Please carefully read both this prospectus and anythe applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information” in making your investment decision.

For more detail, you should read theInformation.” This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.







The registration statement containing this prospectus, including exhibits filed with our registration statement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with the SEC. Our SEC filings are available to the public overregistration statement, provides additional information about us and the internetsecurities offered under this prospectus. The registration statement can be read at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we fileSEC website or at the SEC’s public reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois. Please callreading room mentioned under the SEC at 1-800-SEC-0330 for furtherheading “Where You Can Find More Information.”

We have not authorized any broker-dealer, salesperson or other person to give any information on the public reference rooms.

The SEC allows usor to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you tomake any representation other than those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14contained or 15(d) of the Securities Exchange Act of 1934 until we or the underwriters sell all of the securities that we have registered.

*Annual Report on Form 10-K for the fiscal year ended March 31, 2000; and
*Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.

You may request a copy of these filings at no cost by writing or telephoning us at the following address:

AMERCO — Investor Relations

1325 Airmotive Way, Suite 100
Reno, Nevada 89502-3239
telephone: (775) 688-6300

Additionally, our summary quarterly financial reports can be found on our home page on the Internet at: http://www.uhaul.com. Such information, however, will not be deemed to be incorporated by reference in this prospectus and any accompanying supplement to this prospectus.

1

You shouldmust not rely only on theupon any information or representation not contained or incorporated by reference or provided in this prospectus or anythe accompanying prospectus supplement. We haveThis prospectus and the accompanying supplement to this prospectus do not authorized anyone else to provide you with different information. We are not makingconstitute an offer to sell or the solicitation of thesean offer to buy securities, nor do this prospectus and the accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any state where thejurisdiction to any person to whom it is unl awful to make such offer is not permitted. You should not assume that theor solicitation. The information contained in this prospectus and the accompanying prospectus supplement speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date.

We may sell the securities directly to or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will include in the applicable prospectus supplement:


•the names of those underwriters or agents;
•applicable fees, discounts and commissions to be paid to them;
•details regarding over-allotment options, if any; and
•the net proceeds to us.


Common Stock . We may issue shares of our common stock from time to time. Holders of our common stock are entitled to one vote per share for the election of directors and on all other matters that require stockholder approval. Subject to any preferential rights of any outstanding preferred stock, in the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the assets remaining after payment of liabilities and the liquidation preferences of any outst anding preferred stock. Our common stock does not carry any redemption rights or any preemptive rights enabling a holder to subscribe for, or receive shares of, any class of our common stock or any other securities convertible into shares of any class of our common stock.
Preferred Stock. We may issue shares of our preferred stock from time to time, in one or more series. Under our certificate of incorporation, our board of directors has the authority, without further action by stockholders, to designate up to 50,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock.
If we issue preferred stock, we will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and applicable prospectus supplements in the certificate of designations relating to that series. If we issue preferred stock, we will incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designations that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. We urge you to read the prospectus supplement includingrelated to any pricingseries o f preferred stock we may offer, as well as the complete certificate of designations that contains the terms of the applicable series of preferred stock.
Debt Securities.  We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all or some portion of



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our indebtedness.  Additionally, we may issue common and/or preferred stock from time to time.  Any such issuance of equity securities may cause the dilution of our existing outstanding equity securities.


If we issue debt securities, they will be issued under one or more documents called indentures, which are contracts between us and a trustee for the holders of the debt securities. If we issue preferred stock, it will be issued pursuant to a certificate of designation of the rights and preferences of such securities, to the extent and in the manner described in such document.  We urge you to read the prospectus supplement is accuraterelated to the series of debt securities or equity securities being offered, as the case may be, as well as the complete indenture that contains the terms of any date other than the date ondebt securities (which will include a supplemental indenture) and the frontcomplete preferred stock certificate of those documents.

2

SPECIAL NOTE OF CAUTION REGARDING

FORWARD-LOOKING STATEMENTS

Certain statements in (a) this prospectus underdesignation, if any.   If we issue debt securi ties, indentures and forms of debt securities containing the caption “Risk Factors,” (b) any applicable prospectus or pricing supplement and (c) the documentsterms of debt securities being offered will be incorporated by reference into the registration statement of which this prospectus may constitute “forward-looking statements” withinis a part from reports we would subsequently file with the meaningSEC. Similarly, if we issue preferred stock, the certificate of federal securities laws. Forward-looking statementsdesignation containing the terms of such preferred stock being offered will be incorporated by reference into the registration statement of which this prospectus is a part from reports we would subsequently file with the SEC.

In this prospectus, when we use the terms “AMERCO,” the “Company,” “the combined company,” “we,” “us” or “our,” we mean AMERCO and its subsidiaries.


ABOUT AMERCO


We are based onNorth America’s largest “do-it-yourself” moving and storage operator through our management’s beliefs, assumptions, and expectations of our future economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from our expectations are:

*Fluctuations in our costs to maintain and update our fleet and facilities;
*Changes in government regulations, particularly environmental regulations;
*Changes in demand for our products;
*Changes in the general domestic economy;
*Degree and nature of our competition; and
*Other factors described in this prospectus, any prospectus supplement or pricing supplement or the documents we file with the SEC and incorporate by reference into this prospectus.

When used in our documents or oral presentations, the words “anticipate,” “estimate,” “expect,” “objective,” “projection,” “forecast,” “goal” or similar words are intended to identify forward-looking statements. We qualify any such forward-looking statements entirely by these cautionary factors.

3

ABOUT AMERCO

General Information

AMERCO owns all of the stock of our principal subsidiary U-Haul International, Inc. (“U-Haul”). U-Haul rental operations representedis synonymous with “do-it-yourself” moving and storage and is a leader in supplying products and services to help people move and store their household and commercial goods. Our primary service objective is to provide a better and better product or service to more and more people at a lower and lower cost. Unless the context otherwise requires, the term “Company,” “we,” “us,” or “our” refers to AMERCO and all of its legal subsidiaries.

 We were founded in 1945 as a sole proprietorship under the name “U-Haul Trailer Rental Company” and have rented trailers ever since. Starting in 1959, we rented trucks on a one-way and in-town basis exclusively through independent U-Haul dealers. In 1974, we began developing our network of U-Haul managed retail centers, through which we rent our trucks and trailers, self-storage rooms and sell moving and self-storage products and services to complement our independent dealer network.
 We rent our distinctive orange and white U-Haul trucks and trailers as well as offer self-storage rooms through a network of over 80%1,400 Company operated retail moving centers and approximately 14,900 independent U-Haul dealers. In addition, we have an independent storage facility network with over 5,100 active affiliates. We also sell U-Haul brand boxes, tape and other moving and self-storage products and services to “do-it-yourself” moving and storage customers at all of our total revenue for eachdistribution outlets and through our eMove web site.
 We believe U-Haul is the most convenient supplier of products and services addressing the past five (5) fiscal years ended March 31, 2000. We also own allneeds of North America’s “do-it-yourself” moving and storage market. Our broad geographic coverage throughout the stockUnited States and Canada and our extensive selection of U-Haul brand moving equipment rentals, self-storage rooms and related moving and storage products and services provide our customers with convenient “one-stop” shopping.
 Through Republic Western Insurance Company, which we refer to as RepWest, our property and casualty insurance subsidiary, we manage the property, liability and related insurance claims processing for U-Haul. Oxford Life Insurance Company, which we refer to as Oxford, is our life insurance subsidiary.  Oxford sells Medicare supplement, life insurance, annuities and Amerco Real Estate Company. Throughout this prospectus, unless otherwise indicated, AMERCO and referencesother related products to “we,non U-Haul customers.
       We are a publicly traded Nevada corporation.  Our common stock is listed on the NASDAQ Global Select Market under the symbol “UHAL.” “our,” “ours” and “us” includes all of our subsidiaries. Our principal executive offices are located at 1325 Airmotive Way, Suite 100, Reno, Nevada 89502, and our89502-3239. Our telephone number is (775) 688-6300.

U-HAUL OPERATIONS

688-6300, and our website address is *www.amerco.com          U-Move Operations

Founded.  Information contained in 1945, U-Haulor linked to our website is primarily engaged, through its subsidiaries,not a part of this prospectus.

You can get more information regarding our business by reading our most recent Annual Report on Form 10-K and the other reports and information that we file with the SEC.  See “Where You Can Find More Information.”



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RISK FACTORS



Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the rental of trucks, automobile-type trailers, and support rental items to the do-it-yourself moving customer. Our do-it-yourself moving business operates under the U-Haul name through an extensive and geographically diverse distribution network of approximately 1,200 company-owned U-Haul centers and approximately 15,000 independent dealers throughout the United States and Canada. We believe that we have more moving equipment rental locations than our two largest competitors combined. The U-Haul rental equipment fleet consists of approximately 100,900 trucks, approximately 83,900 trailers, and approximately 21,300 tow dollies. Additionally, U-Haul sells related products (such as boxes, tape, and packaging materials) and rents various kinds of equipment (such as floor polishing and carpet cleaning equipment).

*          Self-Storage Rental Operations

U-Haul entered the self-storage business in 1974 and offers for rent more than 30.8 million square feet of self-storage space through over 1,000 company-owned or managed storage locations. We believe we are the second largest self-storage operator (in terms of square feet) in the industry. We believe our self-storage operations are complementary to the do-it-yourself moving business. All of our self-storage space is located at or near one or more U-Haul centers or independent U-Haul dealers.

4

INSURANCE OPERATIONS

*          Republic Western

Republic Western originates and reinsures property and casualty type insurance products for independent third parties, U-Haul customers, and U-Haul. Republic Western’s principal strategy is to capitalize on its knowledge of insurance products aimed at the moving and rental markets. Approximately 21.0% of Republic Western’s written premiums relate to insurance underwriting activities involving AMERCO’s affiliates. Approximately 89.0% of Republic Western’s invested assets are in investment grade (NAIC-2 or greater) fixed income securities. Republic Western is rated “A-VIII” by A.M. Best.

*Oxford

Oxford primarily reinsures life, health, and annuity insurance products and administers our self-insured employee health plan. Approximately 2.8% of Oxford’s premium revenues are from businessapplicable prospectus supplement, together with AMERCO’s affiliates. Approximately 88.7% of Oxford’s invested assets are in investment grade (NAIC-2 or greater) fixed income securities. Oxford is rated “A- - VII” by A.M. Best.

REAL ESTATE OPERATIONS

*          Amerco Real Estate

Amerco Real Estate owns or actively manages over 1,200 properties throughout the United States and Canada. In addition to its U-Haul operations, Amerco Real Estate actively seeks to lease or dispose of our surplus properties.

The following chart represents the corporate structureall of the major operating subsidiariesother information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of AMERCO:

[Corporate Structure Flow Chartyour particular investment objectives and financial circumstances. Our business, financial condition or results of Amerco]

5

operations could be materially adversely affected by any of these risks. This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of c ertain factors, including the risks mentioned elsewhere in this prospectus.


NOTE REGARDING FORWARD-LOOKING STATEMENTS

THE OFFERING

This prospectus  contains “forward-looking statements” regarding future events and our future results of operations. We may offer and sellmake additional written or oral forward-looking statements from time to time in onefilings with the SEC or more series, unsecured debt securities, which may consist of notes, debentures or other evidences of indebtedness.

The total initial offering pricesotherwise. We believe such forward-looking statements are within the meaning of the debt securitiessafe-harbor provisions of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Such statements may include, but are not limited to, projections of revenues, earnings or loss, estimates of capital expenditures, plans for future operations, products or services, financing needs and plans; our perceptions of our legal positions and anticipated outcomes of government in vestigations and pending litigation against us, liquidity, goals and strategies, plans for new business, storage occupancy, growth rate assumptions, pricing, costs, and access to capital and leasing markets as well as assumptions relating to the foregoing. The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.

 Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could significantly affect results include, without limitation, the risk factors enumerated at the end of this section, as well as the following: the Company’s ability to operate pursuant to the terms of its credit facilities; the Company’s ability to maintain contracts that are critical to its operations; the costs and availability of financing; the Company’s ability to execute its business plan; the Company’s ability to attract, motivate and retain key employees; general economic conditions; fluctuations in our costs to maintain and update our fleet and facilities; our ability to refinance our debt; changes in government regulations, particularly environmental regulations; our credit ratings; the availability of credit; changes in demand for our products; changes in the general domestic economy; the degree and nature of our competition; the resolution of pending litigation against the Company; changes in accounting standards and other factors described in this report or the other documents we may offerfile with the SEC. The above factors, the following disclosures, as well as other statements in this report and sell pursuantin the Notes to Consolidated Financial Statements, could contribute to or cause such risks or uncertainties, or could cause our stock price to fluctuate dramatically. Consequently, the forward-looking statements should not be regarded as representations or warranties by the Company that such matters will be realized. The Company assumes no obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or othe rwise.
 Additional factors or events that could affect our future results are described from time to time in our SEC reports. See in particular the “Risk Factors” section of this prospectus. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information.
You should carefully consider the trends, risks and uncertainties described in the “Risk Factors” section of this prospectus and supplementsother information in this prospectus and reports filed with the SEC before making any investment decision with respect to it will notthe notes. If any of the trends, risks or uncertainties set forth in the “Risk Factors” section of this prospectus actually occurs or continues, our business, financial condition or operating results could be greater than $350,000,000 (or the equivalent amountmaterially adversely affected. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.




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DESCRIPTION OF SECURITIES


We may offer shares of our common stock and preferred stock and various series of debt securities with a foreign currency or currency unit at thetotal value of up to $300,000,000 from time of sale). We will offer these securities in amounts,to time under this prospectus at prices and on terms that we determine in light ofto be determined by market conditions at the time of sale and specify inoffering.  Each time we offer a type or series of securities, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of such securities.  The debt securities will be unsecured or pricing supplement.

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RISK FACTORS

*         We operate in a highly competitive industry, which could adversely affect our operations.

The truck rental industry is highly competitivesecured by certain assets owned by us or certain of our subsidiaries or third parties.

A prospectus supplement will describe the specific types, amounts, prices and includes a numberdetailed terms of significant national and hundredsany of regional and local competitors. Competition is generally based on price, product quality, convenience, availability, brand name recognition and service. Competition could adversely affect our operating results by forcing us to reduce prices or delay price increases.

these securities.

*

Control
USE OF PROCEEDS


We will retain broad discretion over the use of the Company remains in the hands of a small contingent.

Edward J. Shoen, Chairman of the Board and President of AMERCO, James P. Shoen, Vice President and a Director of AMERCO, and Mark V. Shoen, President of U-Haul Phoenix Operations collectively own 9,060,326 shares (approximately 40.4%) of the outstanding common stock of AMERCO. Accordingly, Edward J. Shoen, Mark V. Shoen, and James P. Shoen will be in a position to continue to influence the election of the members of the Board of Directors and decisions requiring stockholder approval. In addition, 2,664,194 shares (approximately 11.9%), including shares allocated to employees and unallocated shares, are held by our Employee Savings and Employee Stock Ownership Trust.

*         Our operations subject us to numerous environmental regulations and the possibility that environmental liability in the future could adversely affect our operations.

Compliance with environmental requirements of federal, state and local governments significantly affects our business. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Under environmental laws, we can be held strictly liable for hazardous substances that are found on real property we have owned or operated. We are aware of issues regarding hazardous substances on some of our real estate and we have put in place a remedial plan at each site where we believe such a plan is necessary. We regularly make capital and operating expenditures to stay in compliance with environmental laws. In particular, we have managed a testing and removal program since 1988 for our underground storage tanks. Under this program, we have removed over 3,000 tanks at a total cost of $41.0 million since April 1988. As of June 30, 2000, we have seven known sites containing nine known underground storage tanks. Despite these compliance efforts, risk of environmental liability is part of the nature of our business. For example, a subsidiary of AMERCO owns property located within two different state hazardous substance sites in the State of Washington. The subsidiary has been named a “potentially liable party” under state law with respect to this state. Future environmental liabilities, including compliance and remediation costs, could have a material adverse effect on our business. For more information regarding environmental matters that affect our business, see “Item 1. Business — Moving and Storage Operations — Environmental Matters” in our Annual Report on Form 10-K.

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USE OF PROCEEDS

The use ofnet proceeds from the sale of the debtour securities will be set forthoffered hereby.  Except as described in aany prospectus supplement, or pricing supplement relating to each offeringwe currently anticipate using the net proceeds from the sale of debt securities.our securities offered hereby primarily for general corporate purposes.

 
 Pending the use of the net proceeds, we may invest the net proceeds in short-term marketable securities.
RATIO


RATIOS OF EARNINGS TO FIXED CHARGES


The following table shows

Set forth below is our ratio of earnings to fixed charges for the periods indicated. For purposes of computingthree months ended June 30, 2010 and 2009 and for each year in the ratiofive year period ended March 31, 2010.  Earnings consist of earnings to fixedbefore interest expense and lease expense.  Fixed charges “earnings” consist of pretax earnings from operations plus total fixed charges excluding interest capitalized during the period. “Fixed charges” consist of interest expense capitalized interest, amortization of debt expense and discounts, and one-thirdan estimate of the our annual rentalportion of lease expense (which we believe is a reasonable approximation ofrelated to the interest factor of these rentals). The ratio forcomponent.


 Quarter Ended June 30, Year Ended March 31,
 20102009 201020092008
2007(a)
2006(a)
Ratio of earnings to fixed charges4.1x2.0x 1.7x1.1x1.7x2.1x2.8x
         
Ratio of earnings to combined fixed charges and preferred dividends 3.6x1.7x 1.5x1.0x1.5x1.8x2.4x

(a)  does not include fees and amortization on early extinguishment of debt

 PLAN OF DISTRIBUTION


We may sell the three months ended on June 30, 2000 may be different from the ratio for fiscal 2000 because, among other reasons, U-Haul rental operations are seasonal and proportionally more of our earnings are generated in the first and second quarters of each fiscal year.
                         
THREE
MONTHS
ENDED
JUNE 30,FISCAL YEAR ENDED MARCH 31,
200020001999199819971996
Ratio of earnings to fixed  charges2.601.791.841.661.742.02

For more information on our ratio of earnings to fixed charges, see Exhibit 12 to the registration statement and the section called “Where You Can Find More Information.”

DESCRIPTION OF DEBT SECURITIES

The following is a description of certain general terms of the debt securities to which anycovered by this prospectus supplement may relate. The particular terms of the debt securities we may offer (the “offered securities”) will be described in the prospectus supplement and pricing supplement, if applicable, relating to such offered securities.

The offered securities are to be issued in one or more series under an indenture (the “Indenture”), between us and The Bank of New York, as Trustee. The Indenture is an exhibit to the registration statement. The following summaries of certain provisions of the Indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the Indenture. Because this is a summary, it does not contain all the information that may be important to you. You should read the Indenture in its entirety, including the definitions of certain terms, the prospectus supplement and any pricing supplement before you make any investment decision.

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Wherever particular provisions or defined terms of the Indenture are referred to, such provisions or defined terms are incorporated herein by reference. Certain defined terms in the Indenture are capitalized herein.

GENERAL

The debt securities will be unsecured obligations. The Indenture does not limit the amount of offered securities that may be issued and provides that the offered securities may be issued from time to time in one or more series. Allofferings.  Registration of the securities covered by this prospectus does not mean, however, that those securities will necessarily be offered or sold.

We may sell the securities separately or together:


·through one or more underwriters or dealers in a public offering and sale by them;
·through agents; or
·directly to investors.


We will set forth the terms of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened under the Indenture, without the consentoffering of any holder, for issuancessecurities being offered in the applicable prospectus supplement.
If we utilize underwriters in an offering of additional offered securities of such series.using this prospectus, we will execute an underwriting agreement with those underwriters.  The offered securitiesunderwriting agreement will rankpari passuwith all of our other unsecured and unsubordinated indebtedness.

We refer you toprovide that the prospectus supplement and pricing supplement relating to the offered securities for the following terms, where applicable,obligations of the offered securities:

*the title of the offered securities;
*any limit on the aggregate principal amount of the offered securities;
*the ranking of such offered securities;
*the person to whom any interest on any offered security will be payable, if other than the person in whose name such offered security is registered at the close of business on the regular record date for such interest;
*the date or dates on which the offered securities will mature;
*the rate or rates (which may be fixed, floating or adjustable) at which the offered securities will bear interest, if any, and the date or dates from which such interest will accrue;
*the dates on which such interest, if any, will be payable and the regular record dates for such interest payment dates;
*the place or places where the principal of (and premium, if any) and interest on the offered securities will be payable, where any offered securities may be surrendered for registration of transfer or exchange and where notices to or demand upon us may be delivered;
*the period or periods within which, the price or prices at which, and the terms and conditions upon which, the offered securities may be redeemed in whole or in part, at our option;
*the mandatory or optional redemption provisions applicable to the offered securities;

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*the obligation, if any, of us to redeem or purchase such offered securities pursuant to any sinking fund or analogous provision or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, such offered securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
*the denominations in which such offered securities will be issuable, if other than denominations of $1,000 and any integral multiples thereof;
*the portion of the principal amount of the offered securities, if other than the entire principal amount thereof, payable upon acceleration of maturity thereof;
*any additional restrictive covenants under the Indenture;
*our right to defease the offered securities or certain restrictive covenants and certain Events of Default under the Indenture;
*the currency or currencies in which payment of principal and premium, if any, and interest on the offered securities will be payable, if other than United States dollars;
*if the principal of and premium, if any, or interest, if any, on such offered securities is to be payable, at our election or a holder thereof, in a currency or currencies other than that in which such offered securities are stated to be payable, the currency or currencies in which payment of the principal of and premium, if any, or interest, if any, on such offered securities as to which such election is made will be payable and the period or periods within which, and the terms and conditions upon which, such election may be made;
*any index used to determine the amount of payments of principal of and premium, if any, and interest, if any, on the offered securities;
*if the offered securities will be issuable only in the form of a global note as described under “Book-Entry Securities,” DTC or its nominee with respect to the offered securities, and the circumstances under which the global note may be registered for transfer or exchange in the name of a person other than DTC or its nominee;
*any additional Events of Default under the Indenture; and
*any other terms of the offered securities.

If the principal of and premium, if any, or any interest on offered securities of any series are payable in a foreign or composite currency, the restrictions, elections, federal income tax consequences, specific terms and other information with respect to such offered

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securities and such currency will be described in the prospectus supplement or pricing supplement relating thereto.

Unless otherwise indicated in the prospectus supplement or pricing supplement relating to offered securities, principal of and premium, if any, and interest, if any, on the offered securities will be payable, and the offered securities will be exchangeable and transfers thereof will be registrable, at the office of the Trustee at 101 Barclay Street, Floor 21 West, New York, New York, 10286, provided that, at our option, payment of interest may be made by:

*wire transfer on the date of payment in immediately available federal funds or next day funds to an account specified by written notice to the Trustee from any holder of offered securities;
*any similar manner that such holder may designate in writing to the Trustee; or
*by check mailed to the address of the person entitled thereto as it appears in the security register.

Any payment of principal and premium, if any, and interest, if any, required to be made on an interest payment date, redemption date, or at maturity that is not a business day need not be made on such day, but may be made on the next succeeding business day with the same force and effect as if made on the interest payment date, redemption date, or at maturity, as the case may be, and no interest shall accrue for the period from and after such interest payment date, redemption date, or maturity.

Unless otherwise indicated in the prospectus supplement or pricing supplement relating to offered securities, the debt securities will be issued only in fully registered form, without coupons, in denominations of $1,000 or any integral multiple thereof. No service charge will be made for any transfer or exchange of offered securities, but we may require payment of a sum sufficient to cover any tax or other government charge payable in connection therewith.

Offered securities may be issued under the Indenture as original issue discount securities to be offered and sold at a substantial discount from their stated principal amount. In addition, under United States treasury regulations, it is possible that offered securities that are offered and sold at their stated principal amount would, under certain circumstances, be treated as issued at an original issue discount for federal income tax purposes. Federal income tax consequences and other special considerations applicable to any such original issue discount securities (or other debt securities treated as issued at an original issue discount) and to “investment units” will be described in the prospectus supplement relating thereto. An “original issue discount security” means any security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof upon the occurrence of an Event of Default and the continuation thereof.

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BOOK-ENTRY SYSTEM

The debt securities will be represented by one or more permanent global notes deposited with, or on behalf of, The Depository Trust Company, as depository under the Indenture (“DTC”), and registered in the name of DTC’s nominee. Except as set forth below:

*owners of beneficial interests in a global note will not be entitled to have debt securities represented by such global note registered in their names, will not receive or be entitled to receive physical delivery of notes in definitive form and will not be considered the owners or holders thereof under the Indenture; and
*each global note may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

Accordingly, beneficial interests in the debt securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. The laws of some states require certain purchasers of securities to take physical delivery thereof in definitive form. The depository arrangements described above and such laws may impair the ability to own or transfer beneficial interests in a global note.

Owners of beneficial interests in any global note will not be entitled to receive debt securities in definitive form and will not be considered holders of debt securities unless:

*DTC notifies us that it is unwilling or unable to continue as depository for such global note or if at any time DTC ceases to be a clearing agency registered under the Exchange Act;
*We execute and deliver to the Trustee a company order that such global note shall be so exchangeable; or
*there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the debt securities.

In such circumstances, upon surrender by DTC or a successor depository of any global note, debt securities in definitive form will be issued to each person that DTC or a successor depository identifies as the beneficial owner of the related debt securities. Upon such issuance, the Trustee is required to register such debt securities in the name of, and cause such debt securities to be delivered to, such person or persons (or nominees thereof). Such debt securities would be issued in fully registered form without coupons, in denominations of $1,000 and integral multiples thereof.

The following is based on information furnished by DTC:

*In the event that DTC acts as securities depository for any debt securities, such debt securities will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee). One fully registered debt security certificate will be issued with respect to each $200 million of

12

principal amount of the debt securities of a series, and an additional certificate will be issued with respect to any remaining principal amount of such series.
*DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Participants”) deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations (“Direct Participants”). DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others, such as securities brokers and dealers, banks and trust companies, that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The rules applicable to DTC and its Participants are on file with the SEC.
*Purchases of debt securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the debt securities on DTC’s records. The ownership interest of each actual purchaser of each Debt Security (“Beneficial Owner”) is in turn recorded on the Direct and Indirect Participants’ records. A Beneficial Owner does not receive written confirmation from DTC of its purchase, but such Beneficial Owner is expected to receive a written confirmation providing details of the transaction, as well as periodic statements of its holdings, from the Direct or Indirect Participant through which such Beneficial Owner entered into the transaction. Transfers of ownership interests in debt securities are accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in debt securities, except in the limited circumstances described above.
*To facilitate subsequent transfers, the debt securities are registered in the name of DTC’s partnership nominee, Cede & Co. The deposit of the debt securities with DTC and their registration in the name of Cede & Co. effects no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the debt securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts debt securities are credited, which may or may not be the Beneficial Owners. The Participants

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remain responsible for keeping account of their holdings on behalf of their customers.
*Delivery of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners are governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
*Redemption notices must be sent to Cede & Co. If less than all of the debt securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of interest of each Direct Participant in such issue to be redeemed.
*Neither DTC nor Cede & Co. consents or votes with respect to the debt securities. Under its usual procedures, DTC mails a proxy (an “Omnibus Proxy”) to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the debt securities are credited on the record date (identified on a list attached to the Omnibus Proxy).
*Payments of principal of and any premium and interest on the debt securities will be made to DTC. DTC’s practice is to credit Direct Participants’ accounts on the payment date in accordance with their respective holdings as shown on DTC’s records unless DTC has reason to believe that it will not receive payment on the payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, any paying agent or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and any premium and interest to DTC will be our responsibility or the responsibility of the applicable paying agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
*DTC may discontinue providing its services as securities depository with respect to the debt securities at any time by giving reasonable notice to us or the applicable paying agent. Under such circumstances, in the event that a successor securities depository is not appointed, debt securities in certificated form are required to be prepared and delivered as described above.
*We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, debt security certificates will be printed and delivered.

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The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources (including DTC) that we believe to be reliable. However, neither we nor any underwriter or agent take any responsibility for its accuracy.

Neither we nor any underwriter or agent, the Trustee or any applicable paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

COVENANTS

The Indenture contains several restrictive covenants. The Indenture does not contain:

*any restrictions on us paying dividends or making other distributions on any of our capital stock or purchasing or redeeming any of our capital stock;
*any restrictions on us incurring, assuming or becoming liable upon Senior Indebtedness or any other type of debt securities or other obligations;
*any restrictions on us creating liens on our property for any purpose; or
*any requirement on us adhering to any financial ratios or specified levels of net worth or liquidity.

Any additional restrictive covenants relating to any series of debt securities will be described in the prospectus supplement or pricing supplement relating to such series. If any such covenants are described, the prospectus supplement or pricing supplement will also state whether the “covenant defeasance” provisions described below will apply.

*Corporate Existence

We will do or cause to be done all things necessary to preserve and keep in full force and effect our corporate existence and material rights (charter and statutory) and material franchises; provided, however, that we will not be required to preserve any such right or franchise if our Board of Directors determines that the preservation of such rights and franchises is no longer desirable in the conduct of our business and our consolidated subsidiaries considered as a whole, and that the loss thereof is not disadvantageous in any material respect to the holders of the debt securities.

*Consolidation, Merger, and Sale of Assets

Without the consent of any holders of outstanding debt securities, we may consolidate or merge with or into, or transfer or lease our assets as an entirety to, any corporation, provided that (i) the corporation (if other than AMERCO) formed by such consolidation or into which we are merged or that acquires or leases our assets substantially as an entirety is a corporation, partnership or trust, is organized and existing under the laws of any United States jurisdiction and expressly assumes our obligations on the debt securities

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and under the Indenture, (ii) after giving effect to such transaction no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing (provided that a transaction will only be deemed to be in violation of this condition (ii) as to any series of debt securities as to which such Event of Default or such event shall have occurred and be continuing), and (iii) certain other conditions are met.

EVENTS OF DEFAULT

The following are Events of Default under the Indenture with respect to debt securities of any series issued thereunder:

*failure to pay principal of or premium, if any, on any debt security of that series when due;
*failure to pay any interest on any debt security of that series when due, continued for 30 days;
*(i) the failure by us or any of our subsidiaries to pay indebtedness for money borrowed (including debt securities of other series) in an aggregate principal amount exceeding $10,000,000 at the later of final maturity or upon the expiration of any applicable period of grace with respect to such principal amount or (ii)  acceleration of the maturity of any indebtedness for money borrowed by us or any of our subsidiaries in excess of $10,000,000, if such failure to pay or acceleration is not discharged or such acceleration is not annulled within 15 days after due notice;
*failure to deposit any sinking fund payment, when due, in respect of any debt security of that series;
*failure to perform any of our covenants or warranties in the Indenture (other than a covenant or warranty included in the Indenture solely for the benefit of a series of debt securities other than that series), continued for 60 days after written notice as provided in such Indenture;
*certain events in bankruptcy, insolvency or reorganization; and
*any other Event of Default provided with respect to debt securities of that series.

If an Event of Default relating to bankruptcy, insolvency or reorganization occurs and is continuingunderwriters with respect to a seriessale of debt securities, then the principal amount of the outstanding debt securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. If any other Event of Default occurs and is continuing with respect to outstanding debt securities of any series, either the Trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series may declare the principal amount (or, if the debt securities of

16

that series are original issue discount securities, such portion of the principal amount as may be specified in the terms of that series) of all the debt securities of that series to be due and payable immediately by written notice to us (and to the Trustee if given by the holders). At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree based on acceleration has been obtained, the holders of a majority in principal amount of the outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration. For information as to waiver of defaults, see “Modification and Waiver” below.

We refer to the prospectus supplement relating to each series of offered securities that are original issue discount securities for the particular provisions relating to acceleration of the maturity of a portion of the principal amount of such original issue discount securities upon the occurrence of an Event of Default.

The Indenture provides that the Trustee will be under no obligation, subject to the duty of the Trustee during any default to act with the required standard of care, to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders, unless such holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for indemnification of the Trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the debt securities of that series.

We will furnish to the Trustee annually a certificate as to compliance by us with all terms, provisions and conditions of the Indenture.

DEFEASANCE

The prospectus supplement or pricing supplement will state if any additional defeasance provision will apply to the offered securities.

Defeasance and Discharge

The Indenture provides that, if applicable, we will be discharged from any and all obligations in respect of the debt securities of any series issued (except for certain obligations to register the transfer or exchange of debt securities of such series, to replace stolen, lost, or mutilated debt securities of such series, to maintain paying agencies and to hold monies for payment in trust) upon the irrevocable deposit with the Trustee, in trust, of money and/or U.S. Government obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and premium, if any, and each installment of interest on the debt securities of that series on the stated maturity of such payments in accordance with the terms of the Indenture and the debt securities of such series. Such a trust may only be established if, among other things, we have delivered to the Trustee an opinion of counsel (who may be an employee of or counsel for AMERCO) to the effect that we have

17

received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in the applicable United States federal income tax law to the effect that holders of the debt securities of that series will not recognize income, gain, or loss for federal income tax purposes as a result of such deposit, defeasance, and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance, and discharge had not occurred. However, the Statement of Financial Accounting Standards No. 125 “Accounting for Transfers and Services of Financial Assets and Extinguishments of Liabilities” as issued by the Financial Accounting Standard’s Board will generally not permit the in-substance defeasance of debt as described above.

Defeasance of Certain Covenants and Certain Events of Default

The Indenture provides that we may omit to comply with the covenants described under “Covenants,” and that may be described in a prospectus supplement or pricing supplement, and that violations of such covenants will not be deemed to be an Event of Default under the Indenture to the extent that the conditions described herein are met. The Indenture also provides with respect to the offered securities of any series issued thereunder, to the extent provided for in the prospectus supplement, that we may omit to comply with certain restrictive covenants provided for in this prospectus or the prospectus supplement and, to the extent provided in the prospectus supplement, that violations of certain restrictive covenants provided for in the prospectus supplement shall not be deemed to be an Event of Default under the Indenture and the debt securities of such series, upon the deposit with the Trustee, in trust, of money and/or U.S. Government obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and premium, if any, and each installment of interest on the debt securities of such series on the stated maturity of such payments in accordance with the terms of the Indenture and the debt securities of such series. Our obligations under the Indenture and the debt securities of such series other than with respect to the covenants referred to above and the Events of Default other than the Event of Default referred to above shall remain in full force and effect. Such a trust may only be established if, among other things, we have delivered to the Trustee an opinion of counsel (who may be an employee of or counsel for AMERCO) to the effect that the holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.

Defeasance and Certain Other Events of Default

In the event we exercise our option to omit compliance with certain covenants of the Indenture with respect to the offered securities of any series as described above issued thereunder and the offered securities of such series are declared due and payable because of the occurrence of any Event of Default other than the Event of Default due to certain events in bankruptcy, insolvency, or reorganization described under “Events of Default,” the amount of money and U.S. Government obligations on deposit with the Trustee will be

18

sufficient to pay amounts due on the offered securities of such series at the time of their stated maturity but may not be sufficient to pay amounts due on the offered securities of such series at the time of the acceleration resulting from such Event of Default. However, we will remain liable for such payments.

MODIFICATION AND WAIVER

Both we and the Trustee may make modifications and amendments to the Indenture with the consent of the holders of a majority in principal amount of the outstanding debt securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security affected thereby:

*change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security;
*reduce the principal amount of, or the premium, if any, or interest, if any, on any debt security or any premium payable upon the redemption thereof;
*reduce the amount of principal of an original issue discount security payable upon acceleration of the maturity thereof;
*adversely affect the rights of such holder under any mandatory redemption or repurchase provision or any right or redemption or repurchase at the option of such holder;
*change the place or currency of payment of principal of, or premium, if any, or interest, if any, on, any debt security;
*impair the right to institute suit for the enforcement of any payment on or with respect to any debt security; or
*reduce the percentage in principal amount of outstanding debt securities of any series, the consent of the holders of which is required for modification or amendment of the Indenture or for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults.

The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive, insofar as that series is concerned, compliance by us with certain restrictive provisions of the Indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive any past default under the Indenture with respect to that series, except a default in the payment of the principal of or premium, if any, or interest on any debt security of that series or in respect of a provision that under the Indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of that series affected.

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CERTAIN DEFINITIONS

Set forth below is a summary of certain of the defined terms used in the covenants contained in the Indenture. Reference is made to the Indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided.

“consolidated subsidiary”means any subsidiary of a person or of any consolidated subsidiary which is consolidated with such person for financial reporting purposes in accordance with United States generally accepted accounting principles.

“indebtedness for money borrowed,”when used with respect to us or any of our subsidiaries, means any obligation of, or any obligation guaranteed by, us or any of our subsidiaries for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation of, or any such obligation guaranteed by, us for the payment of the purchase price of property or assets.

“subsidiary”means a person more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by such person or by one or more other subsidiaries, or by such person and one or more other subsidiaries of such person.

CONCERNING THE TRUSTEE

We may maintain banking and other commercial relationships with the Trustee and its affiliates in the ordinary course of business.

GOVERNING LAW

The Indenture and the offered securities will be governed by and construed in accordance with the laws of the State of New York.

20

PLAN OF DISTRIBUTION

We may sell the offered securities:

*through agents;
*through underwriters or dealers;
*directly to one or more purchasers; or
*through some combination of these methods.

Agents

The offered securities may be sold through agents we designate. Except as otherwise set forth in a prospectus supplement, the agents will agree to use their reasonable best efforts to solicit purchases for the period of their appointment.

Underwriters

If underwriters are used in the sale, the underwriters will acquire the offered securities for their own account. The underwriters may resell the offered securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the offered securities will be subject to certain conditions. Theconditions precedent and that the underwriters will be obligated to purchase all the offered securities of the series offered if any of the offered securities are purchased.  AnyUnderwriters may sell those securities to or through dealers.  The underwriters may change any initial public offering price and any



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discounts or concessions allowed or re-allowedreallowed or paid to dealers may be changed from time to time.

Dealers

If dealers are usedwe utilize underwriters in an offering of securities using this prospectus, the applicable prospectus supplement will contain a statement regarding the intention, if any, of the underwriters to make a market in the sale,offered securities.

If we utilize a dealer in an offering of securities using this prospectus, we will sell the offered securities to the dealers,dealer, as principal.  The dealersdealer may then resell the offeredthose securities to the public at a fixed price or at varying prices to be determined by themthe dealer at the time of sale.

Direct Sales

resale.

e may also use this prospectus to offer and sell securities through agents designated by us from time to time.  Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable efforts basis for the period of its appointment.
We may offer to sell securities either at a fixed price or at prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.  We may also use this prospectus to directly sellsolicit offers to purchase securities.  Except as set forth in the applicable prospectus supplement, none of our directors, officers, or employees nor those of our subsidiaries will solicit or receive a commission in connection with those direct sales.  Those persons may respond to inquiries by potential purchasers and perform ministerial and clerical work in connection with direct sales.
We may authorize underwriters, dealers and agents to solicit offers by certain institutions to purchase securities pursuant to delayed delivery contracts providing for payment and delivery on a future date specified in the prospectus supplement.  Institutions with which delayed delivery contracts may be made include commercial and savings banks, insurance companies, educational and charitable institutions and other institutions that we may approve.  The obligations of any purchaser under any delayed delivery contract will not be subject to any conditions except that any related sale of offered securities to underwriters shall have occurred and the purchase by an institution of the securities covered by its delayed delivery contract shall n ot at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which that institution is subject.
Underwriters, dealers or agents participating in a distribution of securities by use of this prospectus and an applicable prospectus supplement may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the offered securities. In this case, nosecurities, whether received from us or from purchasers of offered securities for whom they act as agent, may be deemed to be underwriting discounts and commissions under the Securities Act.
Under agreements that we may enter into, underwriters, dealers or agents would be involved.

General Information

Underwriters, dealers and agents thatwho participate in the distribution of the offered securities by use of this prospectus and an applicable prospectus supplement may be deemed underwriters under the Securities Act of 1933, and any discounts or commissions they receive fromentitled to indemnification by us or commissions from purchasers of the offered securities may be treated as underwriting discounts, concessions or commissions under the Securities Act. Any underwriter, dealer or agent will be identified and their compensation described in the applicable prospectus or pricing supplement.

21

We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contributecontribution with respect to payments that thethose underwriters, dealers or agents may be required to make.

Certain of the underwriters

Underwriters, dealers, agents or agents and their affiliates may be customers of, engage in transactions with, andor perform investment banking, commercial banking and other financial services for, us and our affiliatessubsidiaries in the ordinary course of business.

Each seriesbusiness, for which they have received or will receive customary compensation.




SEC REVIEW



In the course of offered securitiesthe review by the SEC of this registration statement, we may be required to make changes to the description of our business, other information and data and the presentation of financial information included in this prospectus. Comments by the SEC on our financial data or other information in the registration statement may require modification or reformulation of the information we present in this prospectus.



LEGAL MATTERS


Certain legal matters will be a new issue with no established trading market. We do not intend to list any of the offered securities on a national securities exchange or quotation system. It is possible that one or more underwriters or broker-dealers may make a market in the offered securities, but will not be obligated to do so and may discontinue any market making at any time without notice. Therefore, we can give you no assurance as to the existence or liquidity of a trading marketpassed upon for us by DLA Piper LLP (US).  If counsel for any of the offered securities.

Inunderwriter, dealer or agent passes on legal matters in connection with an offering of our offered securities, underwriters, dealers or agents may purchase and sell themmade by this prospectus, we will name that counsel in the open market. These transactions may include stabilizing transactions and purchasesprospectus supplement relating to cover syndicate short positions created in connection with the offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or slowing a decline in the market price of the offered securities; and syndicate short positions involve the sale by the underwriters, dealers or agents, as the case may be, of a greater number of offered securities than they are required to purchase from us in the offering. Underwriters also may impose a penalty bid, which means that the underwriting syndicate may reclaim selling concessions allowed to syndicate members or other broker dealers who sell offered securities in the offering for their account if the syndicate repurchases the securities in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. These activities, if commenced, may be discontinued at any time without notice. These transactions may be effected on any securities exchange on which the offered securities may be listed, in the over-the-counter market or otherwise.




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EXPERTS
 
LEGAL OPINIONS

Our counsel, Lionel, Sawyer & Collins, Las Vegas, Nevada, will issue a legal opinion about the validity of the offered securities. Counsel named in the applicable prospectus supplement will advise the underwriters.

EXPERTS

OurThe consolidated financial statements and schedules of AMERCO and consolidated subsidiaries as of March 31, 20002010 and 19992009 and for each of the fiscalthree years in the three-year period ended Marach 31, 2010, and the effectiveness of AMERCO’s internal control over financial reporting as of March 31, 2000, incorporated2010, appearing in this prospectus by reference to ourAMERCO’s Annual Report on Form 10-K for the fiscal year ended March 31, 20002010, incorporated by reference in this Form S-3 have been so incorporated by reference herein and in the registration statement in reliance on the reportsreport of PricewaterhouseCoopersBDO Seidman, LLP, an independent accountants, andregistered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

22

$350,000,000


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We file reports and other information with the SEC under the Exchange Act.  You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.  Our SEC filings also are available on the SEC’s website at http://www.sec.gov.  
We have filed with the SEC a registration statement on Form S-3 to register the securities offered hereby.  This prospectus is a part of that registration statement.  As allowed by SEC rules, this prospectus does not contain all of the information that is in the registration statement and the exhibits to the registration statement.  For further information about AMERCO, investors should refer to the registration statement and its exhibits.  The registration statement is available at the SEC’s public reference room or website as described above.

[UHAUL LOGO]

DEBT SECURITIES

PROSPECTUS
We “incorporate by reference” information into this prospectus, which means that we are disclosing important information to you by referring you to other documents filed separately with the SEC.  These documents contain important information about AMERCO and are an important part of this prospectus.  We incorporate by reference in this prospectus the documents listed below:

·our annual report on Form 10-K for the fiscal year ended March 31, 2010;
·our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2010;
·those portions of our definitive proxy statement on Schedule 14A dated July 16, 2010, incorporated by reference in our annual report on Form 10-K for the year ended March 31, 2010;
·our current reports on Form 8-K filed on August 27, 2010 and September 10, 2010;
·the description of AMERCO’s common stock set forth in our registration statements filed pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating those descriptions; and
·all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of any offering made under this prospectus and the prospectus supplement or supplements that will accompany any offering of securities hereunder.
Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished, but not filed, with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in the applicable prospectus supplement or in any other subsequently filed document that also is or is deemed to be incorporated by reference into this prospectus, modifies or supersedes that statement.  Any statement that is so modified or superseded will not constitute a part of this prospectus, except as modified or superseded.
You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the address provided above.  You also may request a copy of any document incorporated by reference in this prospectus (excluding any exhibits to those documents, unless the exhibit is specifically



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Dated October          , 2000

 




incorporated by reference in this document), at no cost.  Requests should be directed to Laurence De Respino, General Counsel, AMERCO, c/o U-Haul International, Inc., 2727 N. Central Avenue, Phoenix, AZ  85004, telephone, (602) 263-6977.
We own the registered trademarks or service marks “U-Haul(R),” “AMERCO(R),” “In-Town(R),” “eMove(R),” “Web C.A.R.D.(R),” “Safemove(R),” “WebSelfStorage(TM),” “webselfstorage.com(SM),” “uhaul.com(SM), “Lowest Decks(SM),” “Gentle Ride Suspension (SM),” “Mom’s Attic (SM)” “U-Box (™),” “Moving Help™” and “Safestor(R)” for use in connection with the moving and storage business. This prospectus also includes product names and other tradenames and service marks of AMERCO and its subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the 1934 Act and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission.  Our filings are available to the public over the Internet at the Securities and Exchange Commission’s website at www.sec.gov, as well as at our website at www.amerco.com.  You may also read and copy, at prescribed rates, any document we file with the Securities and Exchange Commission at the Public Reference Room of the Securities and Exchange Commission located at 100 F Street, N.E., Washington, D.C. 20549.  Please call th e Securities and Exchange Commission at (800) SEC-0330 for further information on the Securities and Exchange Commission’s Public Reference Rooms.


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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM

Item 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
      
Securities and Exchange Commission Registration Fee$52,800
Printing and Engraving Expenses40,000*
Legal Fees and Expenses60,000*
Accounting Fees and Expenses40,000*
Other Expenses1,000*
Total Expenses$193,800*
Other Expenses of Issuance and Distribution.


The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities registered hereby, which will be borne by the registrants.  All amounts shown are estimates, except the Securities and Exchange Commission registration fee:

Securities and Exchange Commission registration fee   $21,390.00 
Legal fees and expenses  20,000.00(1)
Accounting fees and expenses  10,000.00(1)
Miscellaneous  
25,000.00
(1)
Total $
76,390.00
(1)
________________________
(1)
* EstimatedEstimated.

ITEM

Item 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Indemnification of Directors and Officers.

The Nevada General Corporation Law requires AMERCO to indemnify officers and directors for any expenses incurred by any officer or director in connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such officer or director because of his or her status as an officer or director, to the extent that the director or officer has been successful on the merits or otherwise in defense of the action or proceeding. The Nevada General Corporation Law permits a corporation to indemnify an officer or director, even in the absence of an agreement to do so, for expenses incurred in connection with any action or proceeding if such officer or director acted in good faith and in a manner in which he or she reasonablyreasona bly believed to be in or not opposed to the best interests of the corporation and such indemnification is authorized by the stockholders, by a quorum of disinterested directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors, or by independent legal counsel in a written opinion if a quorum of disinterested directors cannot be obtained. AMERCO’s Restated Articles of Incorporation eliminate personal liability of directors and officers, to AMERCO or its stockholders, for damages for breach of their fiduciary duties as directors or officers, except for liability (i) for acts or omissions that involve intentional misconduct, fraud, or a knowing violation of law, or (ii) for the unlawful payment of dividends. In addition, AMERCO’s Bylaws provide that AMERCO shall indemnify, to the fullest extent authorized or permitted by law, any person made, or threatened to be made, a defendant in any threatened , pending, or completed action, suit, or proceeding by reason of the fact that he or she was a director or officer of AMERCO. AMERCO has also executed Indemnification Agreements that provide that certain of AMERCO’s directors and officers shall be indemnified and held harmless by AMERCO to the fullest extent permitted by applicable law or the Restated Articles of incorporation or Bylaws of AMERCO. AMERCO has established a trust fund with Harris Trust and Savings Bank as Trustee in order to fund its obligations under the Indemnification Agreements. AMERCO has agreed to maintain a minimum balance in the trust fund of $1,000,000. The Nevada General Corporation Law prohibits indemnification of a director or officer if a final adjudication establishes that the officer’s or director’s acts or omissions involved intentional misconduct, fraud, or a knowing  violation of the law and

were material to the cause of action. Despite the foregoing limitations on indemnification, the Nevada General Corporation Law may permit an officer or director to apply to the court for approval of indemnification even if the officer or director is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law. The Nevada General Corporation Law also provides that indemnification of directors is not permitted for the unlawful payment of distributions, except for those directors registering their dissent to the payment of the distribution.

ITEM





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Item 16.  EXHIBITS
Exhibits
Exhibit
Number
 Description
   
EXHIBIT1.1*
NUMBEREXHIBIT
1Form of Underwriting or Distribution Agreement for Debt Securities*Agreement.
3.14.1Senior Indenture betweenRestated Articles of Incorporation of AMERCO and The Bank of New York, dated April 1, 1999(1)(incorporated herein by reference AMERCO’s Registration Statement on Form S-4 filed March 30, 2004, file no. 1-11255.
3.24.2Supplemental Indenture betweenRestated By-Laws of AMERCO and The Bank of New  York*(incorporated herein by reference to Current Report on Form 8-K filed on September 9, 2010, file no. 1-11255).
4.1*5Form of Indenture to be entered into by the Company and US Bank, National Association, as Trustee.
4.2 *Form of Debt Security.
5.1**Opinion of Lionel, Sawyer & CollinsDLA Piper LLP (US) regarding legality of the securities being registered.
12.1*12Statement re Computation of Ratioscomputation of ratios of earnings to fixed charges.
23.1**23.1Consent of Independent AccountantsDLA Piper LLP (US) (included as part of its opinion filed as Exhibit 5.1).
23.2**23.2Consent of Lionel, Sawyer & Collins (included in Exhibit  5)BDO USA, LLP, independent registered public accounting firm for AMERCO.
24.1**24Power of Attorney (included on the signature page of this Registration Statement).
25.1*25Form T-1 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Trustee under the Indenture(2)amended.

_______________________

*To be filed by means of Form 8-K.amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.

(1)Incorporated by reference to AMERCO’s Current Report on Form 8-K filed on April 4, 1999
(2)Incorporated by reference to AMERCO’s Registration Statement on Form S-3, Registration No. 333-73357

ITEM


**           Filed herewith.


II - 2

Item 17.  UNDERTAKINGS

Undertakings.

The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for purposes of determining any liability under the Securities Act of 1933, each such filing of the registrant’s annual report pursuant to Section 13(a) or

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offer ing price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 43 0B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or mad e in any such document immediately prior to such effective date.
(5) that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:  the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of

II - 3

Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5)That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(6)That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7)To file an application for the purpose of determining the eligibility of the Trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section  305(b)(2) of the Trust Indenture Act of 1939.


any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual reports pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) The undersigned registrant hereby undertakes:
(i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(ii) for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Itemunder item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.





II - 4


SIGNATURES
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3S−3 and has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Citycity of Phoenix, Statestate of Arizona, on the 20th day of October 2000.

6, 2010.




   AMERCO
 AMERCO

 By:
/s/ EDWARDEdward J. SHOEN
Shoen
 
Edward J. Shoen
  President and Chairman of the Board and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each


POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby authorizesconstitutes and appoints Edward J. Shoen ashis true and lawful attorney-in-fact to signand agent, with full power of substitution and resubstitution, for him and in his name, place and behalf, individuallystead, in any and in each capacity designated below,all capacities, to sign any and to file any amendments, including post-effectiveall amendments to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) of the Securities Act of 1933,Form S-3, and to file the same, with all exhibits thereto and allother documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thingor things requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming alla ll that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:



SignatureTitleDate
/s/EDWARD J. SHOEN
President and Chairman of the Board
 (Principal Executive Officer)
October 6, 2010
Edward J. Shoen
    
Name and Signature/s/JASON A. BERGTitle
Chief Accounting Officer
 (Principal Financial Officer)
DateOctober 6, 2010
Jason A. Berg
/s/ EDWARD J. SHOEN
Edward J. Shoen		Chairman of the Board and President (principal executive officer)October 20, 2000
/s/ GARY B. HORTON
Gary B. Horton		Treasurer (principal financial and accounting officer)October 20, 2000
/s/ JAMES P. SHOEN
James P. Shoen		DirectorOctober 20, 2000
/s/ WILLIAM E. CARTY
William E. Carty		DirectorOctober 20, 2000
/s/ JOHN M. DODDS
John M. Dodds		DirectorOctober 20, 2000
/s/ CHARLES J. BAYER
Charles J. Bayer		DirectorOctober 20, 2000
/s/ RICHARD J. HERRERA
Richard J. Herrera		DirectorOctober 20, 2000
/s/ JOHN P. BROGAN
John P. Brogan		DirectorOctober 20, 2000
/s/ JAMES J. GROGAN
James J. Grogan		DirectorOctober 20, 2000

EXHIBIT INDEX

    
EXHIBIT/s/CHARLES J. BAYERDirectorOctober 6, 2010
NUMBERCharles J. BayerEXHIBIT
/s/1JOHN  P. BROGANDirectorOctober 6, 2010
John P. Brogan
/s/JOHN M. DODDSDirectorOctober 6, 2010
John M. Dodds
/s/MICHAEL L. GALLAGHERDirectorOctober 6, 2010
Michael L. Gallagher
/s/   
M. FRANK LYONSDirectorOctober 6, 2010
M. Frank Lyons
/s/DANIEL R. MULLENDirectorOctober 6, 2010
Daniel R. Mullen
/s/JAMES P. SHOENDirectorOctober 6, 2010
James P. Shoen





II - 1

EXHIBIT INDEX



Exhibit
Number
Description
1.1*Form of Underwriting or Distribution Agreement for Debt Securities*Agreement.
3.14.1Senior Indenture betweenRestated Articles of Incorporation of AMERCO and The Bank of New York, dated April 1, 1999(1)(incorporated herein by reference AMERCO’s Registration Statement on Form S-4 filed March 30, 2004, file no. 1-11255.
3.24.2Supplemental Indenture betweenRestated By-Laws of AMERCO and The Bank of New  York*(incorporated herein by reference to Current Report on Form 8-K filed on September 9, 2010, file no. 1-11255).
4.1*5Form of Indenture to be entered into by the Company and US Bank, National Association, as Trustee.
4.2 *Form of Debt Security.
5.1**Opinion of Lionel, Sawyer & CollinsDLA Piper LLP (US) regarding legality of the securities being registered.
1212.1*Statement re Computation of Ratioscomputation of ratios of earnings to fixed charges.
23.123.1**Consent of Independent AccountantsDLA Piper LLP (US) (included as part of its opinion filed as Exhibit 5.1).
23.223.2**Consent of Lionel, Sawyer & Collins (included in Exhibit 5)BDO USA, LLP, independent registered public accounting firm for AMERCO.
2424.1**Power of Attorney (included on the signature page of this Registration Statement).
25.1*25Form T-1 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Trustee under the Indenture(2)amended.

_______________________

*To be filed by means of Form 8-K.amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.

(1)Incorporated by reference to AMERCO’s Current Report on Form 8-K filed on April 4, 1999
(2)Incorporated by reference to AMERCO’s Registration Statement on Form S-3, Registration No. 333-73357


**           Filed herewith.