EXHIBIT 3.137

SECRETARY OF STATE ISSUANCE DATE: 08/05/2003
DIVISION OF BUSINESS SERVICES REQUEST NUMBER: 03217554
312 EIGHTH AVENUE NORTH
6TH FLOOR, WILLIAM R. SNODGRASS TOWER CHARTER/QUALIFICATION DATE: 02/27/1970
NASHVILLE, TENNESSEE 37243 STATUS: ACTIVE
CORPORATE EXPIRATION DATE: PERPETUAL
CONTROL NUMBER: 0032410
JURISDICTION: TENNESSEE

TO: REQUESTED BY:
CFS CFS
8161 HWY 100 8161 HWY 100
NASHVILLE, TN 37221 NASHVILLE, TN 37221

I, RILEY C DARNELL, SECRETARY OF STATE OF THE STATE OF TENNESSEE DO HEREBY
CERTIFY THAT

"U-HAUL CO. OF TENNESSEE"

WAS INCORPORATED OR QUALIFIED TO DO BUSINESS IN THE STATE OF TENNESSEE ON THE
ABOVE DATE, AND THAT THE ATTACHED DOCUMENT(S) WAS/WERE FILED IN OFFICE ON THE
DATE(S) AS BELOW INDICATED:

REFERENCE FILING ACTION
NUMBER DATE FILED FILING TYPE NAM DUR STK PRN OFC AGT INC MAL FYC

BC01P7135 02/27/1970 CHART-PROFIT
BP53P5819 10/29/1970 AMEND-CHARTER X
BP54P5271 03/12/1973 AMEND-CHARTER X
096 01095 08/08/1979 OFFICE CHANGE X X
1394-0902A 08/07/1989 MERGER
1996-0480 11/26/1990 AMEND-CHARTER X
2149-0050 04/15/1991 MERGER X
3963-1518 07/28/2000 ASSUMED-ADD
3963-1520 07/28/2000 ASSUMED-ADD
3963-1523 07/28/2000 ASSUMED-ADD
4092-3210 01/18/2001 AMEND-CHARTER X
4847-1811 06/24/2003 AN RPT X

FOR: REQUEST FOR COPIES ON DATE: 08/05/03
FEES

FROM: RECEIVED: $80.00 $0.00
CFS
8161 HIGHWAY 100 TOTAL PAYMENT RECEIVED: $80.00
#172
NASHVILLE, TN 37221-0000 RECEIPT NUMBER: 00003340450
ACCOUNT NUMBER: 00101230

/s/ Riley C. Darnell
--------------------------
RILEY C. DARNELL
SECRETARY OF STATE

FEBRUARY 27, 1970 VOLUME C-1, PAGE 7135

ARTICLES OF INCORPORATION

U-HAUL CO. OF NASHVILLE

THE UNDERSIGNED, being twenty-one years or older does hereby adopt the
following Articles of Incorporation for the purpose of forming a corporation
under the laws of the State of Tennessee.

ARTICLE I

The name of the corporation is U-HAUL CO. OF NASHVILLE.

ARTICLE II

The period of duration of the corporation is perpetual.

ARTICLE III

The purpose or purposes for which the corporation is organized are to
rent and lease to the general public trailers, semi-trailers, trucks,
passenger automobiles and other equipnent, tools, machinery, vehicles and
property of any and erery kind and description, and to purchase or otherwise
acquire and operate any facilities useful for the conduct of the business
enterprises of this corporation.

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

ARTICLE IV

The aggregate number of shares which the corporation shall have
authority to issue are One Thousand (1,000) shares of common stock with a par
value of Fifty ($50.00) Dollars each, or a total capitalization of Fifty
Thousand ($50,000.00) Dollars.

ARTICLE V

The corporation will not commence business until the consideration

Page one of two pages

FEBRUARY 27, 1970 VOLUME C-1, PAGE 7136

of at least One Thousand ($1,000.00) Dollars has been received for the issuance
of shares.

ARTICLE VI

The address of its principal office shall be 1607 County Hospital Road,
Nashville, Davidson County, Tennessee 37218.

ARTICLE VII

The initial Board of Directors shall consist of three (3) members, and
the initial Board who shall act until the first annual meeting of stockholders
and their successors have been elected and qualified are:

Charles Fillmore 1607 County Hospital Road
Nashville, Tennessee 37218

Robert Edwards 1607 County Hospital Road
Nashville, Tennessee 37218

Martha Frank 1607 County Hospital Road
Nashville, Tennessee 37218

ARTICLE VIII

The name and address of each incorporator is as follows:

David L. Helsten 2727 North Central Avenue
Phoenix, Arizona 85004

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day
of February, 1970.

/s/ David L. Helsten
--------------------------------------
David L. Helsten

STATE OF ARIZONA )
) ss:
COUNTY OF MARICOPA )

On this 23rd Day of February, 1970, before me, a Notary Public for the
State of Arizona, personally appeared David L. Helsten, known to me to be the
person named in and who executed the foregoing instrument, and who acknowledged
that he had executed the same and that the matters therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
Notarial Seal this 23rd day of February, 1970.

/s/ Helen H. Delamater
--------------------------------------
Helen H. Delamater
Notary Public for the State of Arizona
Residing at Tempe, Arizona
My Commission expires August 13, 1972

(NOTARIAL SEAL)

Page two of two pages

VOLUME C-1, PAGE 7137

I, JOE C. CARR, Secretary of State, do certify that this Charter, with
certificate attached, the foregoing of which is a true copy, was this day
registered and certified to by me.

This the 27th day of February, 1970.

JOE C. CARR,

SECRETARY OF STATE

FEE: $ 20.00

OCTOBER 29, 1970 P-53, PAGE 5819

CERTIFICATE OF AMENDMENT

ARTICLES OF INCORPORATION

U-HAUL CO. OF NASHVILLE

STATE OF TENNESSEE )
) ss.
COUNTY OF DAVIDSON )

ROBERT L. EDWARDS and CAROL R. EDWARDS being first duly sworn, upon
their oath depose and say;

1. That they are the President and the Secretary respectively or U-HADL
CO. OF NASHVILLE.

2. That at a meeting of the Board of Directors of said corporation, duly
held at Nashville, Tennessee on August 12, 1970, the following
resolution was adopted:

"RESOLVED: That Article I of the Articles of Incorporation of this
corporation be amended to read as follows:

"The name of this corporation is AMERCO MARKETING CO. OF
NASHVILLE."

3. That the shareholders of said corporation have adopted said amendment
by resolution at a meeting held at Nashville, Tennessee on August 12,
1970. That the wording of the amended article, as set forth in the
shareholders' resolution, is the same as that set forth in the
directors' resolution in Paragraph 2 above.

4. That the number of shares which voted affirmatively for the adoption of
said resolution is 100, and that the total number of shares entitled to
vote on or consent to said amendment is 100.

/s/ Robert L. Edwards
--------------------------------
President

(CORPORATE SEAL)

ATTEST:

/s/ Carol R. Edwards
- ---------------------------
Secretary

Page One of Two Pages

OCTOBER 29, 1970 P-53, PAGE 5820

STATE OF TENNESSEE )
) ss.
COUNTY OF DAVIDSON )

On this 13 day of October, 1970, before me, a Notary Public, personally
appeared ROBERT L. EDWARDS and CAROL R. EDWARDS known by me to be the persons
whose signature are subcribed to the within instrument and who acknowledged to
me that they executed the same as their free act for the purposes therein
contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

/s/ Marie McBride
--------------------------------
Notary Public

My commission expires 11-18-71

(NOTARIAL SEAL)

Page Two of Two Pages

P-53, PAGE 5821

I, JOE C. CARR, Secretary of State, do hereby certify that this
amendment to charter, with certificate attached, the foregoing of which is a
true copy, was this day registered and certified to by me. This the 29th day of
October, 1970.

JOE C. CARR.

SECRETARY OF STATE

FEE: $10.00

MARCH 12, 1973 P-54, PAGE 5271

Form No. 6
Section 48-303
For Profit

ARTICLES OF AMENDMENT TO THE CHARTER

AMERCO MARKETING CO. OF NASHVILLE

Pursuant to the provisions of Section 48-303 of the Tennessee General
Corporation Act, the undersigrsd corporation adopts the following articles of
amendment to its charter:

1. The name of the corporation is AMERCO MARKETING CO. OF
NASHVILLE.

2. The amendment adopted is ARTICLE I.

The name of the corporation is U-HAUL CO. OF NASHVILLE.

3. The amendment was duly adopted at a meeting of the
shareholders on February 21, 1973.

4. If a corporation for profit, the manner, if not set forth in
such amendment, in which any exchange, reclassification or cancellation of
issued shares provided for in the amendment shall be effected is as follows:

NO CHANGE

5. If the amendment is not to be effective when these articles
are filed by the Secretary of State, the date it will be effective is N/A,
1973.

Dated March [ILLEGIBLE] , 1973.

AMERCO MARKETING CO. OF NASHVILLE

By /s/ George Brown
---------------------------------
George Brown President

P-54, PAGE 5272

JOE C. CARR,

SECRETARY OF STATE

FEE: $10.00

U-HAUL CO OF NASHVILLE

To the Secretary of State of Tennessee:

Pursuant to the provisions of Section 48-1201(7) of the Tennessee Code
Annotated, C T CORPORATION SYSTEM, the undersigned registered agent for the
above corporation, submits the following statement for the purpose of changing
the address of said agent in the State of Tennessee:

1. The corporation named above was organized under the laws of

TENNESSEE

2. The address of the registered agent is hereby changed to

C T CORPORATION SYSTEM, 530 Gay Street, Knoxville, Tennessee 37902.

Dated July 27, 1979

C T CORPORATION SYSTEM
Registered Agent

By /s/ [ILLEGIBLE]
------------------------------
Assistant Vice President

PLAN/AGREEMENT/ARTICLES OF MERGER

This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 1st day of August
1989 entered, into by U-Haul Co. of Nashville, a Tennessee corporation, the
surviving corporation and Kar-Go Service Center of Nashville, a Tennessee
corporation, the Absorbed Corporation, and together referred to as the
constituent corporations hereby witnesseth that:

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

NOW THEREFORE, the parties hereto do agree as follows:

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

The executed PLAN/AGREEMENT/ARTICLES OF MERGER is on file at the
Surviving Corporation's principal office. The location of that office is c. T.
Corporation System, 530 Gay Street, Knoxville, Tennessee 37902.

III

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

(1) All issued and outstanding shares of stock of the
Constituent Corporation shall be absorbed.

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

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

NUMBER OF
NUMBER OF SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
---- ----------- ------- --- -------

U-HAUL CO. OF
NASHVILLE 100 100 100 -0-

KAR-GO SERVICE
CENTER OF NASHIVILLE INC. 900 900 900 -0-

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

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

VII

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

Surviving Corporation: U-HAUL CO. OF
NASHVILLE, a
Tennessee Corporation

BY : /s/ Donald Walker
------------------------------------
Donald Walker, President

Verified

By: /s/ Mary Jordon
-------------------------
Mary Jordon Secretary

Absorbed Corporation: KAR-GO SERVICE CENTER OF
KNOXVILLE, INC., a Tennessee
Corporation

By: /s/ Sammy W. Bean
-----------------------------------
Sammy W. Bean, President

Verified

By: /s/ Julia E. Bean
----------------------------
Julia E. Bean, Secretary

STATE OF TENNESSEE

COUNTY OF DAVIDSON

On this 4 day of August, 1989, before me, the undersigned Notary
Public, personally appeared donald walker , known to me to be the president of
U-Haul Co. of Nashville, a Tennessee corporation that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.

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

(NOTARY SEAL)

STATE OF TENNESSEE

COUNTY OF DAVIDSON

On this 4 day of August, 1989, before me, the undersigned Notary
Public, personally appeared Sammy W. Bean, known to me to be the President of
Kar-Go Service Center of Nashville, Inc., a Tennessee corporation, that he is
the person who executed this instrument on behalf of said corporation, and
acknowledged to me that such corporation, executed the same.

/s/ [ILLEGIBLE]
----------------------------------------
NOTARY PUBLIC
(NOTARY SEAL)

CONSENT OF THE SOLE STOCKHOLDER

U-HAUL CO. OF NASHVILLE

AND

KAR-GO SERVICE CENTER OF NASHVILLE, INC.

BOTH TENNESSEE CORPORATIONS

AMERCO, a Nevada corporation, the sole shareholder of the above named
corporations, acting through John M. Dodds, on authority of the Executive
Management Team, the group designated by the Board of Directors of AMERCO to
vote the stock of all of its subsidiaries, hereby consents to and adopts the
following:

RESOLVED: That this corporation, the sole shareholder of U-Haul Co. of
Nashville, a Tennessee corporation & Kar-Go Service Center of
Nashville, Inc., a Tennessee corporation, does hereby approve & adopt
the Plan of Merger between said corporations, whereby Kar-Go Service
Center of Nashville, a Tennessee Corporation, shall be absorbed into
U-Haul Co. of Nashville, being the surviving corporation, all in
accordance with the Plan of Merger, and be it further

RESOLVED: That the Board of Directors and Officers of said merging
corporations be and they hereby are, authorized and directed to all
further action and to execute all documents they deem necessary or
advisable to consummate the said merger and to amend any of the terms
of the said Plan of Merger, and further

BE IT RESOLVED: That the Secretary of each said corporation is hereby
authorized to certify as to the Consent of the sole shareholder of the
Plan of Merger, or within the Articles of Merger.

AMERCO, a Nevada corporation

By: /s/ John M. Dodds
----------------------------------
John M. Dodds

TO: Mr. Donald Walker, President
U-Haul Co. of Nashville
Co. 772

FROM: Blanche I. Passolt
Legal Department

RE: Merger: Kar-Go Service Center of Nashville Inc.
merged into U-Haul Co. of Nashville

Dear Mr. Walker:

Enclosed are two packets for the above mentioned Merger. Please follow the steps
below for completion:

1. President signs Plan/Agreement/Articles of Merger.

2. Secretary signs to verify.

3. Signatures are notarized (bottom of page).

4. Unanimous Consent is signed by the Board of
Directors.

5. Forward letter, Plan/Agreement/Articles of Merger
along with the attached check to the Secretary of
State, in the enclosed envelope.

6. Return all copies of the signed Consent to me.

The Secretary of State will then correspond with me from that point on.

Thanks for your help and promptness in mailing these documents.

Sincerely,

/s/ Blanche I. Passolt
---------------------------------
Blanche I. Passolt
Legal Department

ARTICLES OF AMENDMENT TO THE CHARTER

U-HAUL CO. OF NASHVILLE

Pursuant to the provisions of Section 48-303 of the Tennessee General
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its charter:

FIRST: The name of the corporation is U-Haul Co. of Nashville.

SECOND: The amendment adopted is ARTICLE I.

The name of the corporation is U-HAUL CO. OF TENNESSEE.

THIRD: The amendment was duly adopted at a meeting of the
shareholders on November 19, 1990.

FOURTH: If a corporation for profit, the manner, if not set forth in
such amendment, in which any exchange, reclassification or
cancellation of issued shares provided for in the amendment
shall be effected is as follows: No Change

FIFTH: The effective date of the amendment will be when the Secretary
of State files it.

DATED: November 19, 1990.

U-HAUL CO. OF NASHVILLE

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

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

PLAN/AGREEMENT/ARTICLES OF MERGER

This PLAN/AGREEMENT/ARTICLES OF MERGER dated this 29th day of March,
1991, entered into by U-Haul Co. of Tennessee, the surviving corporation and
U-Haul Co. of Knoxville and U-Haul Co. of Memphis, the absorbed Corporation, all
Tennessee corporations and together referred to as the Constituent Corporations
hereby witnesseth that:

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

NOW THEREFORE, the parties hereto do agree as follows:

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

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

III

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

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

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

NUMBER OF
NUMBER OF SHARES NUMBER NUMBER
COMPANY SHARES ENTITLED VOTED VOTED
NAME OUTSTANDING TO VOTE FOR AGAINST
- -------------------------------------------------------------------------------------------------

U-HAUL CO. OF
TENNESSEE 100 100 100 -0-

U-HAUL CO. OF
KNOXVILLE 100 100 100 -0-

U-HAUL CO. OF
MEMPHIS 100 100 100 -0-

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

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

VII

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

The Plan of Merger was approved by the Sole Shareholder of each of the
Constituent corporations on the 29th day of March, 1991.

VIII

The effective date of the merger shall be January 1, 1991, for
accounting purposes only.

Surviving Corporation: U-HAUL CO. TENNESSEE,
A Tennessee Corporation

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

Verified:

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

Absorbed Corporation: U-HAUL CO. OF KNXOVILLE,
A Knoxville Corporation

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

Verified:

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

Absorbed Corporation: U-HAUL CO.OF MEMPHIS
a Tennessee Corporation

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

Verified:

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

STATE OF ARIZONA

COUNTY OF MARICOPA

On this 29th day of March, 1991, before me, the undersigned Notary
Public, personally appeared John A. Lorentz, known to me to be the President of
U-Haul Co. of Tennessee, a Tennessee Corporation, that he is the person who
executed this instrument on behalf of said corporation, and acknowledged to me
that such corporation executed the same.

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

(NOTARY SEAL)

STATE OF ARIZONA

COUNTY OF MARICOPA

On this day of March, 1991 before me, the undersigned Notary Public,
personally appeared John A. Lorentz known to me to be the President of U-Haul
Co. of Knoxville and U-Haul Co. of Memphis, both Tennessee Corporations, that he
is the person who executed this instrument on behalf of said corporation, and
acknowledged to me that such corporation executed the same.

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

For Office Use Only

STATE OF TENNESSEE APPLICATION FOR
[STATE OF TENNESSEE LOGO] REGISTRATION OF
DEPARTMENT OF STATE ASSUMED CORPORATE
Corporate Filings NAME
312 Eighth Avenue North
6th Floor, William R. Snodgrass Tower
Nashville, TN 37243

Pursuant to the provisions of Section 48-14-101(d) of the Tennessee
Business Corporation Act or Section 48-54-101(d) of the Tennessee Nonprofit
Corporation Act, the undersigned corporation hereby submits this application:

1. The true name of the corporation is U-Haul Co. of Tennessee
.
- -------------------------------------------------------------------------------

2. The state or country of incorporation is Tennessee.

3. The corporation intends to transact business in Tennessee under an assumed
corporate name.

4. The assumed corporate name the corporation proposes to use is U-Haul Co. of
Knoxville.

[NOTE: The assumed corporate name must meet the requirements of Section
48-14-101 of the Tennessee Business Corporation Act or Section 48-54-101 of the
Tennessee Nonprofit Corporation Act.]

July 21, 2000 U-Haul Co. of Tennessee
- ------------------------------ -------------------------------------
Signature Date Name of Corporation

Secretary /s/ Gary Klinefelter
- ------------------------------ -------------------------------------
Signer's Capacity Signature

Gary Klinefelter
-------------------------------------
Name (typed or printed)

For Office Use Only

1. The true name of the corporation is U-Haul Co. of Tennessee
.
- -------------------------------------------------------------------------------

2. The state or country of incorporation is Tennessee.

3. The corporation intends to transact business in Tennessee under an assumed
corporate name.

4. The assumed corporate name the corporation proposes to use is U-Haul Co. of
Nashville.

[NOTE: The assumed corporate name must meet the requirements of Section
48-14-101 of the Tennessee Business Corporation Act or Section 48-54-101 of the
Tennessee Nonprofit Corporation Act.]

July 21, 2000 U-Haul Co. of Tennessee
- ------------------------------ -------------------------------------
Signature Date Name of Corporation

Secretary /s/ Gary Klinefelter
- ------------------------------ -------------------------------------
Signer's Capacity Signature

Gary Klinefelter
-------------------------------------
Name (typed or printed)

For Office Use Only

1. The true name of the corporation is U-Haul Co. of Tennessee
.
- -------------------------------------------------------------------------------

2. The state or country of incorporation is Tennessee.

3. The corporation intends to transact business in Tennessee under an assumed
corporate name.

4. The assumed corporate name the corporation proposes to use is U-Haul Co. of
Memphis.

[NOTE: The assumed corporate name must meet the requirements of Section
48-14-101 of the Tennessee Business Corporation Act or Section 48-54-101 of the
Tennessee Nonprofit Corporation Act.]

July 21, 2000 U-Haul Co. of Tennessee
- ------------------------------ -------------------------------------
Signature Date Name of Corporation

Secretary /s/ Gary Klinefelter
- ------------------------------ -------------------------------------
Signer's Capacity Signature

Gary Klinefelter
-------------------------------------
Name (typed or printed)

For Office Use Only

STATE OF TENNESSEE ARTICLES OF AMENDMENT
[STATE OF TENNESSEE LOGO] TO THE CHARTER
DEPARTMENT OF STATE (for-Profit)
Corporate Filings
312 Eighth Avenue North
6th Floor, William R. Snodgrass Tower
Nashville, TN 37243

CORPORATE CONTROL NUMBER (IF KNOWN) 0032410.

PURSUANT TO THE PROVISIONS OF SECTION 48-20-106 OF THE TENNESSEE BUSINESS
CORPORATION ACT. THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF
AMENDMENT TO ITS CHARTER:

1. PLEASE INSERT THE NAME OF THE CORPORATION AS IT APPEARS OF RECORD:

U-Haul Co. of Tennessee
------------------------------------------------------------
IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:

------------------------------------------------------------

2. PLEASE MARK THE BLOCK THAT APPLIES:

[X] AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.
[ ] AMENDMENT IS TO BE EFFECTIVE, (MONTH, DAY, YEAR)
-----------------------
(NOTE TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED IN
EITHER BLOCK IS CHECKED THE AMENDMENT WILL EFFECTIVE THE TIME OF FILING.

3. PLEASE INSERT ANY CHANGES THAT APPLY:

Change in Principle
Office Address:

121 Moving Center Court
Madison, TN 37115
(Davidson County)

[NOTE: IF CHANGING THE PRINCIPAL OR REGISTERED AGENT ADDRESS, COMPLETE STREET
ADDRESS INCLUDING CITY, STATE, ZIP CODE, AND COUNTY MUST BE PROVIDED.]

4. THE CORPORATION IS FOR PROFIT.

5. THE MANNER (IF NOT SET FORTH IN THE AMENDMENT) FOR IMPLEMENTATION OF ANY
EXCHANGE, RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES IS AS FOLLOWS:

6. THE AMENDMENT WAS DULY ADOPTED ON January 10, 2001 (MONTH, DAY, YEAR)
BY (Please mark the block that applies):

[ ] THE INCORPORATORS WITHOUT SHAREHOLDER ACTION, AS SUCH WAS NOT REQUIRED.
[X] THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL AS SUCH WAS NOT
REQUIRED.
[ ] THE SHAREHOLDERS.

Secretary /s/ Gary V. Klinefelter
- ------------------------------------------ ----------------------------------
SIGNER'S CAPACITY SIGNATURE

January 10, 2001 Gary V. Klinefelter
- ------------------------------------------ ----------------------------------
DATE NAME OF SIGNER (TYPED OR PRINTED)

CHANGE OF ADDRESS OF REGISTERED AGENT

U-HAUL CO OF NASHVILLE

To the Secretary of State of Tennessee:

Pursuant to the provisions of Section 48-1201(7) of the
Tennessee Code Annotated, C T CORPORATION SYSTEM, the undersigned
registered agent for the above corporation, submits the following
statement for the purpose of changing the address of said agent in the
State of Tennessee:

1. The corporation named above was organized under the
laws of

TENNESSEE

2. The address of the registered agent is hereby changed
to CT CORPORATION SYSTEM. 530 Gay Street. Knoxville. Tennessee 37902.

Dated July 27, 1979

C T CORPORATION SYSTEM
Registered Agent

By: [ILLEGIBLE]
--------------------------------
Assistant Vice President

CORPORATION ANNUAL REPORT

Please return completed form to:
TENNESSEE SECRETARY OF STATE
Attn: Annual Report
312 Eighth Ave. N. 6th Floor
William R. Snodgrass Tower
Nashville. TN. 37243
Annual Report Filing Fee Due:
$20, if no changes are made in block #6 to the registered agent/office, or
$40, if any changes are made in block #6 to the registered agent/office

CURRENT FISCAL YEAR CLOSING MONTH 03 IF DIFFERENT. THIS REPORT IS DUE
CORRECT MONTH IS ______________ ON OR BEFORE 07/01/03

(1) SECRETARY OF STATE CONTROL NUMBER 0032410

(2A) NAME AND MAILING ADDRESS OF CORPORATION (2B) STATE OR COUNTRY OF
INCORPORATION
TENNESSEE
U-HAUL CO. OF TENNESSEE
121 MOVING CENTER CT (2C.) ADD OR CHANGE
MADISON, TN 37115 MAILING ADDRESS:
2721 N. Central Ave.
Phoenix, AZ 85004-1127

D 02/27/1970 FOR PROFIT

(3) A PRINCIPAL ADDRESS INCLUDING CITY. STATE. ZIP CODE
121 MOVING CENTER CT. MADISON. TN 37115

B CHANGE OF PRINCIPAL ADDRESS:

STREET CITY STATE ZIP CODE + 4

(4) NAME AND BUSINESS ADDRESS INCLUDING ZIP CODE OF THE PRESIDENT SECRETARY AND
OTHER PRINCIPAL OFFICERS (ATTACH ADDITIONAL SHEET IF NECESSARY)

TITLE NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE + 4
PRESIDENT Dennis C. McQuade 10833 Kingstone Pike, TN 37922-3053
SECRETARY Gary V. Klinefelter 2721 N. Central Ave. Phoenix, AZ 85004-1127
VICE PRES. Michael Basham 3555, [ILLEGIBLE] TN 38115-4576
VICE PRES. Jon Erickson 121 Moving Center Ct., Madison, TN 37115-4620

(5) BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE) (ATTACH
ADDITIONAL SHEET IF NECESSARY) [ ] SAME AS ABOVE [ ] NONE
OR LISTED BELOW: NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE + 4
Philip R. Ryan 7716 Stockton Way, Florence, KY 41042-8229
Ronald Frank 2727 N. Central Ave., Phoenix, AZ 85004-1155
Dennis C. McQuade 10833 Kingston Pike, Farraqut, TN 37922-3053

(6) A NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS
C T CORPORATION SYSTEM
B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS.
530 GAY STREET, KNOXVILLE, TN 37902
C. INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED
OFFICE

(I). CHANGE OF REGISTERED AGENT:
________________________________________________________________________
(II). CHANGE OF REGISTERED OFFICE:
________________________________________________________________________
STREET CITY STATE ZIP CODE + 4 COUNTY
TN

(7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT
YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT
CORPORATION AS INDICATED:

IF BLANK OR INCORRECT, PLEASE CHECK APPROPRIATE BOX: [ ] PUBLIC
[ ] MUTUAL

B. IF A TENNESSEE RELIGIOUS CORPORATION. PLEASE CHECK
BOX IF BLANK [ ] RELIGIOUS

(8) SIGNATURE /s/ Gary V. Klinefelter (9) DATE
6/18/03

(10) TYPE PRINT NAME OF SIGNER: (11) TITLE OF SIGNER
Gary V. Klinefelter Secretary

** THIS REPORT MUST BE DATED AND SIGNED**