SecProbe.io

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 March 21, 2025

Jason Berg
Chief Financial Officer
U-Haul Holding Company
5555 Kietzke Lane, Suite 100
Reno, Nevada 89511

 Re: U-Haul Holding Company
 Form 10-K for Fiscal Year Ended March 31, 2024
 File No. 001-11255
Dear Jason Berg:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 March 18, 2025
 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, NE Washington, D.C. 20549
 Attention: Scott Stringer / Adam Phippen
 Re: U-Haul Holding Company Form 10-K for Fiscal Year Ended March 31, 2024 Form 8-K filed February 5, 2025 File No. 001-11255

 Ladies and Gentlemen:
 U-Haul Holding Company (the “Company”, “we”, “us” or “our”) submits this letter in response to comments from the Staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 4, 2025 (the “Comment Letter”) relating to the Company’s Form 10-K for the fiscal year ended March 31, 2024, filed with the Commission on May 30, 2024 (the “Form 10-K”), and the Company’s Form 8-K dated and filed with the Commission on February 5, 2025 (the “Form 8-K”).
 In this letter we have restated each Staff comment in italicized, bold type, and have followed it with the Company’s response to the Staff’s comments.
 Form 10-K for Fiscal Year Ended March 31, 2024
 Consolidated Balance Sheets, page F-4
 1. Staff Comment : Please tell us your consideration of presenting a total amount for current assets and current liabilities. Refer to ASC 210-10-45-1 and Rule 5-02.9 and 5-02.21 of Regulation S-X.

 U.S. Securities and Exchange Commission March 18, 2025 Page 2

 Company Response : ASC 210-10-45-1 states that a classified balance sheet is generally required to present separately current assets and liabilities; however, it also allows for exceptions based on the nature of the entity's operations and industry in which it operates. Given the Company's significant operations in the insurance and real estate and leasing industries, presenting a classified balance sheet may not provide the most meaningful information to stakeholders. An unclassified balance sheet presentation is not uncommon to companies in these industries given the long-term nature of insurance contracts, insurance obligations, and real estate operations. Consistent with Article 7 of Regulation S-X, many insurance companies present an unclassified balance sheet to better reflect the nature of the business and the long-term perspective required by stakeholders. Also, despite there being no specific Article in Regulation S-X for real estate companies, these companies predominantly use Article 5 of Regulation S-X for presentation purposes (except for the presentation of a classified balance sheet) to fully capture the long-term nature of real estate investments, financing, and their longer operating cycles. In addition, the Company has no working capital requirements or covenants that require the tracking of a classified balance sheet.

 Based on the above discussion, the Company believes that its current presentation is acceptable under ASC 210-10-45-1 and Rules 5-02.9 and 5-02.21 of Regulation S-X, aligns with industry practices, and provides the most relevant information to our investors, analysts, and other stakeholders.
 Form 8-K filed February 5, 2025
 Exhibit 99.1, page 1
 2. Staff Comment : You present earnings before interest, taxes, depreciation, and amortization (EBITDA) and changes in EBITDA for your Moving and Storage segment, a non-GAAP measure. When presenting these non-GAAP measures, please also present the most directly comparable GAAP measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
 Please also provide a reconciliation of the third quarter EBITDA measure to its most directly comparable GAAP measure. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.
 Company Response : In future filings with the Commission, beginning with the Company's period ending March 31, 2025, and in earnings releases furnished under Item 2.02 of Form 8-K, when presenting non-GAAP measures, the Company will (i) present the most directly comparable GAAP measure with equal or greater prominence and (ii) include a reconciliation of the non-GAAP financial measure to its most directly comparable GAAP measure.

 U.S. Securities and Exchange Commission March 18, 2025 Page 3

 The non-GAAP measure reported is Adjusted EBITDA. The table below presents the reconciliation of the third quarter EBITDA measure to its most directly comparable GAAP measure.

 Moving and Storage EBITDA Calculations

 Three

 (In thousands, unaudited)

 Months

 December 31,

 2024

 Net earnings
 $
 67,166

 Income tax expense

 16,596

 Fees on early extinguishment of debt and costs of defeasance

 -

 Interest expense

 76,833

 Other interest income

 (15,734)

 Other components of net periodic benefit costs

 372

 Net losses on disposal of real estate

 3,358

 Depreciation, net of gains on disposals

 246,091

 Earnings from subsidiaries

 (17,956)

 EBITDA
 $
 376,726

 * * * * *
 If you have any questions regarding the Company’s responses, please contact me at (602) 263-6804.
 Very truly yours,
 U-Haul Holding Company
 /s/ Jason A. Berg
 Jason A. Berg
 Chief Financial Officer

March 4, 2025
Jason Berg
Chief Financial Officer
U-Haul Holding Company
5555 Kietzke Lane, Suite 100
Reno, Nevada 89511
Re:U-Haul Holding Company
Form 10-K for Fiscal Year Ended March 31, 2024
Form 8-K filed February 5, 2025
File No. 001-11255
Dear Jason Berg:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended March 31, 2024
Consolidated Balance Sheets, page F-4
1.Please tell us your consideration of presenting a total amount for current assets and
current liabilities. Refer to ASC 210-10-45-1 and Rule 5-02.9 and 5-02.21 of
Regulation S-X.
Form 8-K filed February 5, 2025
Exhibit 99.1, page 1
You present earnings before interest, taxes, depreciation, and amortization (EBITDA)
and changes in EBITDA for your Moving and Storage segment, a non-GAAP
measure. When presenting these non-GAAP measures, please also present the most
directly comparable GAAP measure with equal or greater prominence. Refer to Item
10(e)(1)(i)(A) and Question 102.10 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.
 2.

March 4, 2025
Page 2
Please also provide a reconciliation of the third quarter EBITDA measure to its most
directly comparable GAAP measure. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
October 23, 2023
Edward J. Shoen
President and Chairman of the Board
U-Haul Holding Company
5555 Kietzke Lane, Suite 100
Reno, Nevada 89511
Re:U-Haul Holding Company
Definitive Proxy Statement on Schedule 14A
Filed July 7, 2023
File No. 001-11255
Dear Edward J. Shoen:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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United States securities and exchange commission logo
September 29, 2023
Edward J. Shoen
President and Chairman of the Board
U-Haul Holding Company
5555 Kietzke Lane, Suite 100
Reno, Nevada 89511
Re:U-Haul Holding Company
Definitive Proxy Statement on Schedule 14A
Filed July 7, 2023
File No. 001-11255
Dear Edward J. Shoen:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.  Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed July 7, 2023
Pay versus Performance, page 11
1.Please identify each named executive officer included in the calculation of average non-
PEO named executive officer compensation, and the fiscal years in which such persons
are included.  You may provide this information in a footnote to the pay versus
performance table.  See Regulation S-K Item 402(v)(3).
2.Refer to the reconciliation table in footnote (3) to your pay versus performance table. It is
unclear what amounts are reflected in the row titled "Change in Value of Prior Equity
Awards."  Specifically, there are two separate subsections of Item 402(v)(2)(iii)(C)(1) that
require change in fair value calculations, each with different measurement end dates, and
these amounts must be separately disclosed.  Please ensure that your disclosure shows
each of the numerical amounts deducted and added to calculate compensation actually
paid, as required by Regulation S-K Item 402(v)(3), and to make clear the dates from and
to which changes in fair value are measured.  For guidance, refer to Regulation S-K
Compliance and Disclosure Interpretations Questions 128D.03 and 128D.04.
3.We note footnote (4) to your pay versus performance table states that the Dow Jones U.S.
Total Index is your peer group for purposes of your total shareholder return comparison.
This index appears to be a broad equity market index used for purposes of Regulation S-K
Item 201(e)(1)(i) and not the index or issuers used by you for purposes of Regulation S-K

 FirstName LastNameEdward J. Shoen
 Comapany NameU-Haul Holding Company
 September 29, 2023 Page 2
 FirstName LastName
Edward J. Shoen
U-Haul Holding Company
September 29, 2023
Page 2
Item 201(e)(1)(ii).  Please ensure that your peer group total shareholder return column and
related disclosure uses the same index or issuers used for purposes of Regulation S-K Item
201(e)(1)(ii) or the companies you use as a peer group for purposes of disclosure under
Regulation S-K Item 402(b).
4.We note that you identify “EBITDA” as your Company-Selected Measure in the pay
versus performance table; however, your remaining disclosure refers to “Moving and
Storage EBITDA.”  Please ensure that the disclosure required for your Company-Selected
Measure refers to the same measure throughout.  Please note that while you may
voluntarily provide supplemental measures of compensation or financial performance, any
such additional disclosure "must be clearly identified as supplemental, not misleading, and
not presented with greater prominence than the required disclosure." See Pay Versus
Performance, Release No. 34–95607 (Aug. 25, 2022) [87 FR 55134 (Sept. 8, 2022)] at
Section II.F.3.
            Please contact Alyssa Wall at 202-551-8106 or Amanda Ravitz at 202-551-3412 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

March 19, 2020
Jason Berg
Chief Financial Officer
AMERCO
5555 Kietzke Lane
Reno, Nevada 89511
Re:AMERCO
Form 10-K for the Fiscal Year Ended March 31, 2019
Filed May 29, 2019
File No. 1-11255
Dear Mr. Berg:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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            March 18, 2020

            VIA EDGAR

            Mr. Adam Phippen

            Mr. Bill Thompson

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street, N.E.

            Washington, DC 20549

            Re:AMERCO

            Form 10-K for the Fiscal Year Ended March 31, 2019

            Filed May 29, 2019

            Dear Mr. Phippen and Mr. Thompson:

            This letter responds to the letter of the Staff of the Securities and Exchange Commission (the “Staff”), dated March 4, 2020, to Jason Berg, Chief Financial Officer of AMERCO (the “Company” or “AMERCO”), regarding the Company’s Form 10-K for the fiscal year ended March 31, 2019, filed May 29, 2019 (the “10-K”). We appreciate the opportunity to respond to your comments and understand that the purpose of your review process is to assist the Company in its compliance with the applicable disclosure requirements and to enhance the overall disclosure in its filings.

            This letter sets forth each comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment sets forth the Company’s response.

            Form 10-K for the Fiscal Year Ended March 31, 2019

            Consolidated Statements of Comprehensive Income (Loss), page F-4

            Staff’s Comment:

            1. Please tell us your consideration of presenting a total amount for other comprehensive income as required by ASC 220-10-45-1A.

            Company’s Response:

            For our future filing of our 10-K for the fiscal year ending March 31, 2020 we will include a total amount for other comprehensive income. On the following page is an example of the March 31, 2019 Consolidated Statements of Comprehensive Income (Loss) with the total amounts.

                Mr. Adam Phippen

                Mr. Bill Thompson

                Division of Corporate Finance

                U.S. Securities and Exchange Commission

                Page 2 of 4

            Notes to Consolidated Financial Statements, page F-8

            Staff’s Comment:

            2. Please tell us your consideration of presenting the changes in the accumulated balances for each component of accumulated other comprehensive income and separately for each component of other comprehensive income. In addition, please tell us your consideration of presenting current period reclassifications out of accumulated other comprehensive income and other amounts of current-period other comprehensive income and the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, as required by 220-10-45-14A. Please also refer to ASC 220-10-55-15.

            Company’s Response:

            We will reflect the changes in Accumulated Other Comprehensive Income in the 10-K for the fiscal year ending March 31, 2020 in a table following the guidance in ASC 220-10-55-15. This has been properly included in our first three fiscal year 2020 10-Qs. We made this change starting in our first quarter 10-Q for June 30, 2019 to add the amounts reclassified from AOCI in the statement of changes to stockholders’ equity. The balances for this reclass as of March 31, 2019 were insignificant.

            Note 3, Accounting Policies

            Deferred Policy Acquisition Costs, page F-13

            Staff’s Comment:

            3. Please clarify that you only capitalize direct costs associated with successful efforts to acquire new or renew policies. Refer to ASC 944-30-50-1. In addition, please tell us your consideration of disclosing deferred policy acquisition costs amortization policies for each product type.

                Mr. Adam Phippen

                Mr. Bill Thompson

                Division of Corporate Finance

                U.S. Securities and Exchange Commission

                Page 3 of 4

            Company’s Response:

            We only capitalize direct costs of contract acquisition defined as those costs that result directly from and are essential to the contract transaction and would not have been incurred had the contract transaction not occurred. Only such costs relating to successful sales efforts are deferrable. We will make this clarification in future filings. We disclose deferred policy acquisition costs amortization policies by product type because the amortization methodology differs by product type and believes this assists in the understanding of our financial statements.

            Note 20, Statutory Financial Information of Insurance Subsidiaries, page F-41

            Staff’s Comment:

            4. We note your disclosure of statutory surplus that could be distributed as ordinary dividends. We also note that you have provided Schedule I. If material, please disclose the nature of any other restrictions on the ability of the consolidated subsidiaries to transfer funds to you in the form of cash dividends, loans or advances. Please also disclose the amounts of restricted net assets as of the end of the most recently completed fiscal year. Refer to Rule 4-08(e)(3) of Regulation S-X.

            Company’s Response:

            There are restrictions on the ability of our insurance subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. Their ordinary dividends are limited to the lower of 10% of prior year statutory surplus or prior year net income. Any extraordinary dividend, loans or advances to us from the insurance subsidiaries must be approved by the domiciliary insurance commissioner. For our 10-K for the fiscal year ending March 31, 2020, we will disclose the amounts of restricted net assets. For the fiscal year ended March 31, 2019 this amount was $130.2 million.

            Signatures, page 49

            Staff’s Comment:

            5. The report must also be signed on behalf of the registrant by its principal executive officer and principal accounting officer. Any person who occupies more than one of the specified positions shall indicate each capacity in which he or she signs the report. Refer to General Instruction D of Form 10-K.

            Company’s Response:

            For the 10-K for the fiscal year ending March 31, 2020 we will change the descriptor (“Duly Authorized Officer”) under Edward J. Shoen to read (“Principal Executive Officer”).

                Mr. Adam Phippen

                Mr. Bill Thompson

                Division of Corporate Finance

                U.S. Securities and Exchange Commission

                Page 4 of 4

            As stated in our 8-K filed on March 29, 2019, our previous Chief Accounting Officer (“CAO”) resigned from the Company effective March 29, 2019. The CAO signed our previous 10-K filing for the fiscal year ended March 31, 2018 and our fiscal year 2019 10-Qs as filed on August 8, 2018, November 7, 2018 and February 6, 2019.  We did not name a new CAO until after we filed our March 31, 2019 10-K. We gave notification of our new CAO in the 8-K filed on August 7, 2019. Our new CAO has signed the previous two 10-Qs filed on November 6, 2019 and February 5, 2020 and will sign our upcoming 10-K for the fiscal year ending March 31, 2020.

            In connection with responding to your comments, we acknowledge that:

                the Company is responsible for the adequacy and accuracy for the disclosure in the filing;

                Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

                the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

            We believe this letter fully responds to the Staff’s inquiries. We are available at your convenience to discuss this further should you have any questions. Please call me at (602) 263-6804.

            AMERCO

            /s/ Jason A. Berg________________________

            Jason A. Berg

            Chief Financial Officer

March 4, 2020
Jason Berg
Chief Financial Officer
AMERCO
5555 Kietzke Lane
Reno, Nevada 89511
Re:AMERCO
Form 10-K for the Fiscal Year Ended March 31, 2019
Filed May 29, 2019
File No. 1-11255
Dear Mr. Berg:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2019
Consolidated statements of Comprehensive Income (Loss), page F-4
1.Please tell us your consideration of presenting a total amount for other comprehensive
income as required by ASC 220-10-45-1A.
Notes to Consolidated Financial Statements, page F-8
2.Please tell us your consideration of presenting the changes in the accumulated balances
for each component of accumulated other comprehensive income and separately for each
component of other comprehensive income.  In addition, please tell us your consideration
of presenting current period reclassifications out of accumulated other comprehensive
income and other amounts of current-period other comprehensive income and the amount
of income tax expense or benefit allocated to each component of other comprehensive
income, including reclassification adjustments, as required by 220-10-45-14A.  Please
also refer to ASC 220-10-55-15.

 FirstName LastNameJason Berg
 Comapany NameAMERCO
 March 4, 2020 Page 2
 FirstName LastName
Jason Berg
AMERCO
March 4, 2020
Page 2
Note 3. Accounting Policies
Deferred Policy Acquisition Costs, page F-13
3.Please clarify that you only capitalize direct costs associated with successful efforts to
acquire new or renewal policies.  Refer to ASC 944-30-50-1.  In addition, please tell us
your consideration of disclosing deferred policy acquisition costs amortization policies for
each product type.
Note 20. Statutory Financial Information of Insurance Subsidiaries, page F-41
4.We note your disclosure of statutory surplus that could be distributed as ordinary
dividends.  We also note that you have provided Schedule I.  If material, please
disclose the nature of any other restrictions on the ability of consolidated subsidiaries to
transfer funds to you in the form of cash dividends, loans or advances.  Please also
disclose the amounts of restricted net asset as of the end of the most recently completed
fiscal year.  Refer to Rule 4-08(e)(3) of Regulation S-X.
Signatures, page 49
5.The report must also be signed on behalf of the registrant by its principal executive officer
and principal accounting officer.  Any person who occupies more than one of the specified
positions shall indicate each capacity in which he or she signs the report.  Refer to General
Instruction D of Form 10-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Adam Phippen at (202) 551-3336 or Bill Thompson at (202) 551-3344
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

July 22 , 2013

Via E -mail
Edward J. Shoen
President
AMERCO
1325 Airmotive Way, Suite 100
Reno, NV 89502 -3239

Re: AMERCO
  Preliminary Proxy Statement  on Schedule 14A
Filed  June 21, 2013
  File No.  001-11255

Dear Mr. Shoen :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accura cy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Max A. Webb

Max A. Webb
Assistant Director

cc: Via E -mail
 Laurence J. De Respino, Esq.

CORRESP
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            July 9, 2013

            VIA EDGAR

            Mr. Max A. Webb, Assistant Director

            Ms. Ada D. Sarmento

            Division of Corporation Finance

            Securities and Exchange Commission

            450 Fifth Street, N.W.

            Washington, DC 20549

                        Re:

                        AMERCO

                        Preliminary Proxy Statement on Schedule 14A

                        Filed June 21, 2013

                        File No. 001-11255

            Dear Mr. Webb and Ms. Sarmento:

            This letter responds to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission to AMERCO (the “Company”) dated July 3, 2013, in regard to the Company’s Preliminary Proxy Statement on Schedule 14A filed on June 21, 2013.  We appreciate the opportunity to respond to your comments and we understand that the purpose of your review process is to assist the Company in its compliance with the applicable disclosure requirements and to enhance the overall disclosure in our filings.

            Staff’s Comments:

            Preliminary Proxy Statement on Schedule 14A

            General

            1.      Please revise to unbundle Proposal No. 1 as it currently includes at least three separate matters.  Please also make corresponding revisions to the proxy card.  Refer to Rule 14a-4(a)(3).

            Company’s Response:

            We have revised our proxy statement to unbundle Proposal No. 1.  The former Proposal No. 1 now consists of five separate proposals (Proposals 1, 2, 3, 4 and 5), each of which relate to amending and restating our current Articles of Incorporation.  As you have requested, we have also made the corresponding revisions to our proxy card.

            Other Proposed Amendments to the Articles, page 7

            2.      Please revise this section to briefly summarize all of the other proposed changes to the articles of incorporation referred to under (iv) of Proposal No. 1.

            Company’s Response:

            We have deleted the former section entitled “Other Proposed Amendments to the Articles” which appeared on page 7 of our Preliminary Proxy Statement filed on June 21, 2013.  In its place, we have added sections to explain the revised/new Proposals 1, 2, 3, 4 and 5, each relating to amending and restating our current Articles of Incorporation.    Our new disclosure under Proposals 1, 2, 3, 4 and 5 now includes brief summaries or descriptions of each of the respective proposed changes to our Articles of Incorporation.

            In connection with responding to your comments, we acknowledge that:

            •         the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

            •         Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

            •         the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

            We believe this letter fully responds to the Staff’s inquiries. We are available at your convenience to discuss this further should you have any questions. In such event, please call me at (602)-263-6804.

            AMERCO

            /s/ Jason A. Berg_______

            Jason A. Berg

            Chief Accounting Officer

            (Principal Financial Officer)

                        cc:

                        Edward J. Shoen

                        Laurence J. De Respino

July 3 , 2013

Via E -mail
Edward J. Shoen
President
AMERCO
1325 Airmotive Way, Suite 100
Reno, NV  89502 -3239

Re: AMERCO
  Preliminary Proxy Statement  on Schedule 14A
Filed  June  21, 201 3
  File No.  001-11255

Dear Mr. Shoen :

We have limited our review of your filing  to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances  or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments .

Preliminary Proxy Stateme nt on Schedule 14A

General

1. Please revise to unbundle Proposal No.1 as it currently includes at least three separate
matters. Please also make corresponding revisions to the proxy card. Refer to Rule 14a -
4(a)(3) .

Other Proposed Amendments to the Articles , page 7

2. Please revise this section  to briefly summarize all of  the other proposed changes  to the
articles of incorporation  referred to under (iv) of Proposal No.1 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of

Edward J. Shoen
AMERCO
July 3 , 2013
Page 2

 1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure,  they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proce eding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Ada D. Sarmento at (202) 551-3798 or me at (202) 551-3755  with any
questions.

Sincerely,

 /s/ Max A. Webb

 Max A. Webb
Assistant Director

cc: via e-mail
 Laurence J. De Respino , Esq.

May 10, 2012
 Mr. Jason Berg Principal Financial Officer Amerco 1325 Airmotive Way, Suite 100 Reno, Nevada 89502-3239
Re: AMERCO
Form 10-K for the Fiscal Year Ended March 31, 2011 Filed June 9, 2011 Definitive Proxy Statement on Schedule 14A Filed July 15, 2011 Form 10-Q for the Quarterly Period Ended December 31, 2011
Filed February 8, 2012 File No. 001-11255

Dear Mr. Berg:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief

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    amercoresponsemay2012.htm

May 9, 2012

VIA EDGAR

Mr. David R. Humphrey

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re:       AMERCO

Form 10-K for the Fiscal Year Ended March 31, 2011

Filed June 9, 2011

Definitive Proxy Statement on Schedule 14A

Filed July 15, 2011

Form 10-Q for the Quarterly Period Ended December 31, 2011

Filed February 8, 2012

File No. 001-11255

Dear Mr. Humphrey:

Pursuant to your request, this correspondence responds to the May 8, 2012 phone conversation between Kristin Shifflet of the Securities and Exchange Commission and Jason Berg, Chief Accounting Officer of AMERCO (the “Company”) with respect to further clarification related to the Company’s response letter dated April 13, 2012.  We note that in connection with our clarification below, we have provided the Staff’s original question and the Company’s original response.  We appreciate the opportunity to respond to your request for clarification and understand that the purpose of your review process is to assist the Company in its compliance with the applicable disclosure requirements and to enhance the overall disclosure in its filings.

Staff’s Original Comment:

7. As a related matter, we note that A.M. Best downgraded your financial strength rating to B and your issuer credit rating to bb+ in February 2012 and that each of these ratings were placed under review with negative implications.  Supplementally and in detail, describe how each of these events may reasonably be expected to impact the property and casualty insurance operating segment and AMERCO as a whole.

Company’s Original Response:

Repwest’s focus today is on providing insurance products to, and handling claims for U-Haul moving and storage customers.  Repwest is responsible for the handling of U-

Mr. David R. Humphrey

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 2 of 3

Haul claims across North America.  Additionally, Repwest underwrites portions of the protection packages U-Haul offers to its customer base as part of their moving and storage transactions.  These business lines are not ratings sensitive; therefore, we do not foresee any significant impact to our current marketing plans or to the financial condition of Repwest.

We do note that this ratings action has affected Repwest’s application for a Canadian Branch license.  The application has been put on hold pending further analysis and discussions with The Office of Superintendent of Financial Institutions (“OSFI”).  We have tentatively scheduled a meeting with the OSFI in May 2012.  Ultimately, this application is related to an expansion of Repwest’s current business plan and so the foregoing is not a discussion of an impact that affects Repwest’s current capabilities.

As a licensed surety writer, Repwest provides AMERCO and U-Haul with surety bonds such as appeal and performance bonds.  In the future, we may encounter an institution or jurisdiction that will not accept a surety bond from an insurance company with Repwest’s current rating.  However, should this be the case, based on currently available information we do not expect that the additional expense to secure a bond is likely to be material.

Company’s Clarification:

On an ongoing basis the Company will discuss any ratings actions related to its insurance subsidiaries, including downgrades, in a balanced disclosure in our filings that will address any known or expected impact such rating action may have on our financial position or on our operating plans.

In connection with responding to your comments, we acknowledge that:

·

the Company is responsible for the adequacy and accuracy for the disclosure in the filing;

·

Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

Mr. David R. Humphrey

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 3 of 3

We believe this letter fully responds to the Staff’s inquiries. We are available at your convenience to discuss this further should you have any questions. Please call me at (602)-263-6804.

AMERCO,

/s/ Jason A. Berg

Jason A. Berg

Chief Accounting Officer

(Principal Financial Officer)

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April 13, 2012

VIA EDGAR

Mr. David R. Humphrey

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re:       AMERCO

Form 10-K for the Fiscal Year Ended March 31, 2011

Filed June 9, 2011

Definitive Proxy Statement on Schedule 14A

Filed July 15, 2011

Form 10-Q for the Quarterly Period Ended December 31, 2011

Filed February 8, 2012

File No. 001-11255

Dear Mr. Humphrey:

This letter responds to the letter of the Staff of the Securities and Exchange Commission (the “Staff”), dated March 30, 2012, to Jason Berg, Principal Financial Officer of AMERCO (the “Company” or “AMERCO”), regarding the Company’s Form 10-K for the fiscal year ended March 31, 2011, filed June 9, 2011 (the “10-K”), the Company’s Definitive Proxy Statement filed July 15, 2011 (the “Definitive Proxy Statement”) and the Company’s Form 10-Q for the quarterly period ended December 31, 2011 (the “10-Q”). We appreciate the opportunity to respond to your comments and understand that the purpose of your review process is to assist the Company in its compliance with the applicable disclosure requirements and to enhance the overall disclosure in its filings.

This letter sets forth each comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment sets forth the Company’s response.

Form 10-K for the Fiscal Year Ended March 31, 2011

General

Staff’s Comment:

Mr. David R. Humphrey

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 2 of 7

1. We note your effective registration statement on Form S-3 (File No. 333-169832).  We also note that you have filed a number of prospectus supplements pursuant to Rule 424 of the Securities Act of 1933 and a number of current reports on Form 8-K related to the offering of securities pursuant to such registration statement.  We further note that the current reports on Form 8-K included unqualified opinions of counsel with respect to the legality of the securities being offered.  Lastly, we note that in a number of cases it is unclear whether the unqualified opinions of counsel were filed prior to closing of the offering.  For example, refer to the prospectus supplement filed on November 8, 2011 and the associated current report on Form 8-K filed on January 18, 2012.  Please confirm that in any subsequent offerings of securities pursuant to the aforementioned registration statement you will file an unqualified opinion of counsel no later than the closing date of the offering of securities covered by the registration statement.

Company’s Response:

In subsequent offerings of securities pursuant to the above mentioned registration statement the Company will file an unqualified opinion of counsel no later than the closing date of the offering of securities covered by the registration statement.

Staff’s Comment:

2. We note that the unqualified opinions of counsel filed in connection with the above referenced registration statement are limited to the laws of New York.  We also note that the company is a Nevada corporation.  Please confirm that in any subsequent offerings of securities pursuant to the above referenced registration statement that you will have counsel opine upon the laws of New York and Nevada or, alternatively, you will file unqualified opinions of local Nevada counsel in which counsel opines that the company is validly existing, has the power to create the obligations, and has taken the required steps to authorize entering into the obligations.  Refer to Section II.B.1.e. of Staff Legal Bulletin No. 19 for further guidance.

Company’s Response:

In any subsequent offerings of securities pursuant to the above referenced registration statement, we will have counsel provide unqualified opinions upon the laws of New York and Nevada.

Management’s Discussion and Analysis

Fiscal 2011 Compared with Fiscal 2010, page 23

Staff’s Comment:

3. Refer to your discussions of self-moving equipment rental revenues and self-storage revenues in the first two paragraphs of this section.  In each case, you attribute the increase in revenues to two factors.  Where variances in line items are the result of more

Mr. David R. Humphrey

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 3 of 7

than one factor and/or of offsetting factors, the impact of each of the factors should be quantified if practicable.  Our comment addresses comparative discussions throughout your narrative, as applicable.

Company’s Response:

In preparing Management’s Discussion and Analysis (“MD&A”) our goal is to promote a better understanding of the Company’s earnings and cash flows.  One way in which we do this is by discussing whether the increases in revenues are attributable to increases in price and/or increases in volume.  We are comfortable in interpreting our transactional data on a macro basis to formulate general trends.  However, significant assumptions are utilized in reaching these conclusions and our concern is that the allocation of specific amounts between factors could be misleading to our shareholders and others reading the MD&A.

Another key concern is that our two largest nationwide competitors in the equipment rental business are AvisBudget and Penske who both provide little to no public information regarding their revenues and expenses for their truck rental lines.  Our concern is that disclosure of information not readily available from all competitors could put us at a competitive disadvantage and inhibit shareholder value.

We understand the Staff’s comment and will take this into account during the preparation of our MD&A and seek to improve upon disclosure.

Financial Statements

Consolidated Statement of Cash Flows, page F-6

Staff’s Comment:

4. We note securitization deposits of approximately $46.8 million included under financing activities in fiscal 2011.  Please explain the nature of and reasons for these deposits and tell us how the required amounts are determined.  Address the activity in these deposits through September 30, 2011 as well in your response.

Company’s Response:

In October 2010, the Company issued a $155.0 million asset-backed note to finance the acquisition of new rental trucks.  Upon the issuance of the note the Company received the $155.0 million of proceeds and deposited the unused portion of $99.8 million into a purchase account to be used to fund the new rental truck purchases as they occurred.  During the period commencing in October 2010 through March 2011, $53.0 million of the original $99.8 million in unused funds was transferred out of the purchase account to fund the acquisition of new trucks.  This resulted in a net securitization deposit of $46.8 million for fiscal year 2011 which was disclosed under the caption ‘Securitization Deposits’.  The initial loan funding of $155.0 million in October 2010

Mr. David R. Humphrey

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 4 of 7

was reported under the caption ‘Borrowings from Credit Facilities’.  For the six months ending September 30, 2011, the net withdrawals from this account were $38.4 million and reported under the caption ‘Securitization Deposits’.

Definitive Proxy Statement on Schedule 14A

Staff’s Comment:

5. Please refer to item number 2 on your proxy card for your 2011 annual meeting of stockholders.  In future filings, please confirm that you will include an advisory vote description that is consistent with the Exchange Act Rule 14a-21 requirement for shareholders to be given an advisory vote to approve the compensation paid to a company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K.  For further guidance, please refer to Exchange Act Rules Compliance and Disclosure Interpretation 169.07.

Company’s Response:

We will include an advisory vote description that is consistent with the Exchange Act Rule 14a-21 requirement.  The new description will include language making it clear shareholders are being asked to vote to approve compensation paid to the named executive officers.

Form 10-Q for the Quarter Ended December 31, 2011

Management’s Discussion and Analysis

Critical Accounting Policies and Estimates, page 39

Staff’s Comment:

6. Refer to your discussion of insurance reserves on pages 41 and 42.  We note that insurance reserve adequacy is reviewed by management on a regular basis to determine if existing assumptions need to be dated.  We also note that Repwest conducted a “more in-depth review” of its claims during the fourth quarter of the calendar year (the basis upon which it reports as required by state insurance departments).  This in-depth review was conducted because new information regarding recent loss trends emerged.  To facilitate our understanding of these events and circumstances please describe, supplementally and in detail, your routine annual processes for monitoring and managing these claims.  Describe, in expanded detail, the new information that emerged regarding recent loss trends, tell us how it emerged and indicate the period over which this new information became known to the company.  Specify the period over which your in-depth review was conducted and describe in detail how this review differed from your regular review process. Finally, please explain how you have bolstered your routine review process “to encourage a proactive assessment of the claims going forward and adjust projected claim

Mr. David R. Humphrey

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 5 of 7

costs in a timely manner.”  We may have further comments upon review of your response.

Company’s Response:

As described in our 10-Q, our primary property and casualty insurance company, Repwest has exposure to excess workers’ compensation policies.  These can be generally broken into two categories, excess policies written directly between Repwest and the underlying insured (“direct business”) and policies written by unrelated insurance companies and then reinsured by Repwest (“reinsured business”).

Regarding our annual monitoring processes for business written directly by Repwest, we have four adjusters who are primarily responsible for managing the excess workers’ compensation claim files on a day-to-day basis.  Their total case load currently is approximately 600 claims.  Our Director of Excess Workers’ Compensation Claims reviews the adjuster files daily and provides support where needed.  In our position as the excess loss insurance carrier, we are not directly handling the claims or communicating with the underlying claimants (injured employees); this is the responsibility of the covered employer or their primary insurer.  These functions are typically assigned to third party claims administrators (“TPA”).   Our claims adjusters receive periodic information from these TPA’s and assess the Company’s exposure.

Between 2001-2003, Repwest assumed excess workers’ compensation business from an unrelated insurance carrier.  This carrier is responsible for managing their claims which are then ceded to Repwest.  This unrelated insurer provides Repwest with a monthly accounting of each claim.  Repwest personnel reviewed this monthly accounting and recorded the loss recommendations into its books.  On occasion, Repwest would conduct audits of the TPA handling these claims.

Loss trends for excess workers’ compensation claims take years to develop by their nature.  We had tracked a steady decline in claim counts for this business through December 31, 2010; however, during the first nine months of calendar 2011 we noticed deterioration in the closing rate of existing claims.  We sought to further our understanding of this change as claim term and life expectancy are significant assumptions in our reserving methodology.  As described in our 10-Q, Repwest conducted an in-depth review of the excess workers’ compensation line of business during the fourth quarter of calendar year 2011 (AMERCO’s fiscal third quarter).

For our direct business, the review was to cover every claims file currently with exposure to Repwest.  This process was overseen by the President of Repwest and included the aforementioned excess workers’ compensation claims adjusters and the Director of Claims.  In addition to the internal resources assigned, we contracted with outside claim consultants who specialize in workers’ compensation claims.  These external resources reviewed both our claims handling policies and procedures as well

Mr. David R. Humphrey

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 6 of 7

as our reserving methodology and existing reserves on file.  For the reinsured business, we utilized these same outside resources to perform similar audits on the assumed claims.  As the consultants were familiar with our reserving methodology, we asked that they use this as the baseline for reviewing the reserves recommended by the ceding insurer and their TPA.

As a result of this review it was determined that it was prudent for us to change some of our key underlying assumptions used to set loss reserves.  We have noted that medical inflation continues to worsen, the injured employees are utilizing additional treatments and medications and the length of claim duration has extended.  We found similar issues during our reviews of the assumed business and these adjustments have been categorically referred to as changes in ceding entity and third party administrator reporting practices.  The challenge we are facing is that this line of business was underwritten or assumed between 1983 and 2003.  The claims we are reserving for are the last claims in the runoff for this terminated line of business and we are finding that at this time they are not generally tracking with our previous loss pattern expectations.

Repwest has taken steps that we believe improve our claims review process.  We have instituted a bi-annual review of each open claim by a workers’ compensation committee.  This committee includes the President of Repwest, the Vice President of Underwriting, the Chief Financial Officer of Repwest, the Director of Claims and a legal representative.  Claim files are presented to the committee and reserves are evaluated and discussed.  For the assumed business we have increased our surveillance of these claims through additional reviews of the insurance company’s third party claims administrator via bi-annual audits.  Each of our in-house adjusters will be participating in these claim audits.  It is our belief these actions will provide us a better opportunity to recognize changes in claim trends allowing us to be more proactive in setting our reserve assumptions. As a result of these changes, we believe this will reduce the likelihood of material reserve adjustments as we experienced in the third quarter of fiscal 2012.

Staff’s Comment:

7. As a related matter, we note that A.M. Best downgraded your financial strength rating to B and your issuer credit rating to bb+ in February 2012 and that each of these ratings were placed under review with negative implications.  Supplementally and in detail, describe how each of these events may reasonably be expected to impact the property and casualty insurance operating segment and AMERCO as a whole.

Company’s Response:

Repwest’s focus today is on providing insurance products to, and handling claims for U-Haul moving and storage customers.  Repwest is responsible for the handling of U-Haul claims across North America.  Additionally, Repwest underwrites portions of the

Mr. David R. Humphrey

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 7 of 7

protection packages U-Haul offers to its customer base as part of their moving and storage transactions.  These business lines are not ratings sensitiv

March 30, 2012   Mr. Jason Berg Principal Financial Officer AMERCO 1325 Airmotive Way, Suite 100 Reno, Nevada 89502-3239
Re: AMERCO
 Form 10-K for the Fiscal Year Ended March 31, 2011
Filed June 9, 2011 Definitive Proxy Statement on Schedule 14A Filed July 15, 2011 Form 10-Q for the Quarterly Period Ended December 31, 2011
Filed February 8, 2012 File No. 001-11255

Dear Mr. Berg:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended March 31, 2011

 General

1. We note your effective registration statem ent on Form S-3 (File No. 333-169832).  We
also note that you have filed a number of pros pectus supplements pursuant to Rule 424 of
the Securities Act of 1933 and a number of cu rrent reports on Form 8-K related to the
offering of securities pursuant to such regist ration statement.  We further note that the
current reports on Form 8-K included unqualified opinions of counsel with respect to the
legality of the securities being offered.  La stly, we note that in a number of cases it is

Mr. Jason Berg AMERCO March 30, 2012 Page 2

 unclear whether the unqualified opinions of counsel were fi led prior to closing of the
offering.  For example, refer to the prospectus supplement filed on November 8, 2011 and the associated current report on Form 8-K filed on January 18, 2012.  Please confirm
that in any subsequent offerings of securi ties pursuant to the aforementioned registration
statement you will file an unqualif ied opinion of counsel no later than the closing date of
the offering of securities covere d by the registration statement.

2. We note that the unqualified opinions of c ounsel filed in connection with the above
referenced registration statement are limited to the laws of New York.  We also note that
the company is a Nevada corporation.  Please co nfirm that in any subsequent offerings of
securities pursuant to the above referen ced registration statement that you will have
counsel opine upon the laws of New York a nd Nevada or, alternatively, you will file
unqualified opinions of local Nevada counsel in which counsel opines that the company
is validly existing, has the power to create the obligations, and has taken the required
steps to authorize entering in to the obligations.  Refer to Section II.B.1.e. of Staff Legal
Bulletin No. 19 for further guidance.
 Management’s Discussion and Analysis

 Fiscal 2011 Compared w ith Fiscal 2010, page 23

3. Refer to your discussions of self-moving e quipment rental revenues and self-storage
revenues in the first two paragraphs of th is section.  In each case, you attribute the
increase in revenues to two fact ors.  Where variances in line items are the result of more
than one factor and/or of offsetting factors,  the impact of each of  the factors should be
quantified if practicable.  Our comment a ddresses comparative discussions throughout
your narrative, as applicable.
 Financial Statements

 Consolidated Statements of Cash Flows, page F-6

4. We note the securitization deposits of approximately $46.8 million included under
financing activities in fiscal 2011.  Please ex plain the nature of and reasons for these
deposits and tell us how the required amount s are determined.  Address the activity in
these deposits through September 30, 2011 as well in your response.
 Definitive Proxy Statement on Schedule 14A

5. Please refer to item number 2 on your proxy card for your 2011 annual meeting of
stockholders.  In future filings, please conf irm that you will include an advisory vote
description that is consiste nt with the Exchange Act Rule 14a-21 requirement for
shareholders to be given an advisory vot e to approve the compensation paid to a
company’s named executive officers, as disc losed pursuant to Item 402 of Regulation S-
K.  For further guidance, please refer to Ex change Act Rules Compliance and Disclosure
Interpretation 169.07.

Mr. Jason Berg AMERCO March 30, 2012 Page 3

 Form 10-Q for the Quarter Ended December 31, 2011

 Management’s Discussion and Analysis

Critical Accounting Policies and Estimates, page 39
6. Refer to your discussion of insurance rese rves on pages 41 and 42.  We note that
insurance reserve adequacy is reviewed by ma nagement on a regular basis to determine if
existing assumptions need to be dated.  We also note that Repwest conducted a “more in-
depth review” of its claims during the fourth quarter of the calendar year (the basis upon
which it reports as required by state insurance departments).  This in-depth review was
conducted because new information regarding re cent loss trends emerged.  To facilitate
our understanding of these events  and circumstances please describe, supplementally and
in detail, your routine an nual processes for monitoring and managing these claims.
Describe, in expanded detail, the new info rmation that emerged regarding recent loss
trends, tell us how it emerged and indicate the period over which this new information
became known to the company.  Specify the period over which your in-depth review was conducted and describe in detail how this review differed from your regular review
process.  Finally, please explain how you have  bolstered your routine review process “to
encourage a proactive assessmen t of the claims going forward and adjust projected claim
costs in a timely manner.”  We may ha ve further comments upon review of your
response.

7. As a related matter, we note that A.M. Best  downgraded your financia l strength rating to
B and your issuer credit rating to bb+ in February 2012 and that each of these ratings
were placed under review with negative imp lications.  Supplementally and in detail,
describe how each of these events may reasonably be expected to impact the property and casualty insurance operating segment and AMERCO as a whole.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Jason Berg AMERCO March 30, 2012 Page 4

 You may contact Kristin Shi fflett at 202-551-3381 or Marg ery Reich at 202-551-3347 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Donald Field at 202-551-3680, Justin  Dobbie at 202-551-3469 or me at 202-551-3211
with any other questions.
Sincerely,
   /s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief

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January 19, 2011

VIA EDGAR

Justin Dobbie

Special Counsel

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-5720

Re:

AMERCO

Form S-3

Filed October 7, 2010

File No. 333-169832

Dear Mr. Dobbie:

AMERCO requests that the effective date of the above-captioned Registration Statement be accelerated so that such Registration Statement will be declared effective at 10:00 a.m., Washington, D.C. time, on January 20, 2011, or as soon as practicable thereafter.  AMERCO also hereby requests a copy of the written order verifying the effective date.

AMERCO hereby acknowledges that:

·  should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve AMERCO from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·  AMERCO may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

January 19, 2011

Page

If you require any additional information on these issues, or if we can provide you with any other information which will facilitate your continued review of this filing, please advise us at your earliest convenience.  You may reach me at (602) 263-6804.

Very truly yours,

AMERCO

By:           /s/ Jason Berg

Chief Accounting Officer and Principal

Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

        December 17, 2010

Edward J. Shoen
President and Chairman of the Board
AMERCO
1325 Airmotive Way, Suite 100
Reno, Nevada 89502 -3239

Re: AMERCO
  Amendment No. 1 to
Form S -3
Filed December 14 , 2010
  File No. 333 -169832

  Form 10 -K
  Filed June 9, 2010
File No. 001 -11255

Dear Mr. Shoen:

We have received your response to our prior comment letter to you dated
November 29, 2010 and have the following additional comments.

Amended Form S -3 filed December 14, 2010

1. We note your response to comment four of our letter dated November 4, 2010.
Please remove the second to last paragraph of the opinion.  Such qualifications are
inappr opriate.

You may contact John Dan a Brown at (202) 551 -3859 or the undersigned  at (202)
551-3469  if you have questions regarding these comments.

        Sincerely,

Justin Dobbie
 Special Counsel

cc: Gregory R. Hall, Esq.
 Fax: (480) 606-5528

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December 14, 2010

VIA EDGAR

Justin Dobbie

Special Counsel

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-5720

Re:

AMERCO

        Form S-3

        Filed October 7, 2010

        File No. 333-169832

        Form 10-K

        Filed June 9, 2010

        File No. 001-11255

Dear Mr. Dobbie:

This letter responds to the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated November 29, 2010, addressed to Edward J. Shoen, President and Chairman of the Board of AMERCO (the “Company” or “AMERCO”), regarding the Company’s Form S-3 filed October 7, 2010, File No. 333-169832 (the “S-3”) and its Form 10-K for the fiscal year ended March 31, 2010, File No. 001-11255 (the “Form 10-K”).

This letter sets forth each comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment sets forth the Company’s response.

Form S-3, filed October 7, 2010

General

Staff’s Comment:

1.

We note your responses to our prior comments 2, 3 and 4.  Please amend your Form S-3 accordingly.

Mr. Justin Dobbie

United States Securities and Exchange Commission

December 14, 2010

Page Two

Company Response:

The Company acknowledges the Staff’s comment and will amend our S-3 so that it incorporates the staff’s comments.

Definitive Proxy Statement, filed July 15, 2010

Compensation Discussion and Analysis, page 17

Staff’s Comment:

2.

We note your response to our prior comment 12, and we reissue the comment. Please confirm that in future filings you will expand your Compensation Discussion & Analysis to provide more detailed analysis of the elements and levels of compensation paid to the named executive officers.  Please also provide us with your proposed revised disclosure.  Your disclosure should focus on the material principles underlying the policies and decisions and the most important factors relevant to the analysis of those policies and decisions.  Please refer to Item 402(b) of Regulation S-K.  For example please discuss the specific factors the Compensation Committee considered in establishing the compensation of Edward “Joe” Shoen and the specific factors the President considered in determining the compensation of the remaining named executive officers. Among the issues to address are why changes in base salaries for the named executive officers “would not be in the best interest of the company” and what ‘“accomplishments” the President was recognizing when he determined the discretionary bonus paid to Gary Horton.

Company Response:

The Company acknowledges the Staff’s comment and confirms that in future filings we will expand our Compensation Discussion and Analysis to provide more detailed analysis of the elements and levels of compensation paid to our named executive officers.  Below is our proposed disclosure based upon information reported in our July 15, 2010 Definitive Proxy Statement:

The compensation for Edward “Joe” Shoen, the Chairman and President of AMERCO, is established by the Compensation Committee.

The compensation for the remaining named executive officers is determined by the President.  Base salaries for the named executive officers did not materially change in fiscal 2010 at the discretion of the President.  The Company was in a cost reduction mode for much of fiscal 2010 and it was determined that changes for the named executive officers would not be in the best interests of the Company.

A discretionary bonus was paid to Gary Horton in fiscal 2010 in recognition of his service to the company over time as determined by the President.  Gary started with the Company in 1969 and has been its Treasurer since 1982.  The Company does not

Mr. Justin Dobbie

United States Securities and Exchange Commission

December 14, 2010

Page Three

have an established bonus plan for its named executive officers.  Such discretionary cash bonuses are determined by the President using his best judgment in light of the situation as he sees it.

The increase in Other Compensation for Joe Shoen and James Shoen is related to an increase in fees earned for their service on various boards and committees of the Company and its subsidiaries and is in line with fees of our other directors.

*          *          *

In connection with responding to your comments, we acknowledge that:

·

   the Company is responsible for the adequacy and accuracy for the disclosures in the filing,

·

   staff comments or changes to disclosures in response to staff comments do nor foreclose the Commission from taking any action with respect to the filings; and

·

   the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

We believe this letter fully responds to the Staff’s inquiries. We are available at your convenience to discuss this further should you have any questions. Please call me at

(602) 263-6804.

AMERCO, INC.

By:  /s/ Jason A. Berg

Jason Berg

Chief Accounting Officer

Principal Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

        November 29 , 2010

Edward J. Shoen
President and Chairman of the Board
AMERCO
1325 Airmotive Way, Suite 100
Reno, Nevada 89502 -3239

Re: AMERCO
  Form S -3
Filed October 7, 2010
  File No. 333 -169832

  Form 10 -K
  Filed June 9, 2010
File No. 001 -11255

Dear Mr. Shoen:

We have received your response to our prior comment letter to you dated
November 3 , 2010 and have the following additional comments.

Please respond to this letter by amending your registration statement and
providing the requested information. Where you do not believe our comments apply to
your facts and circumstances or do not belie ve an amendment is appropriate, please tell
us why in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these comments, we may have additional
comments.

 We have also included comm ents regarding your Form 10 -K filed on June 9,
2010.  Please respond to these comments within ten business days or by advising us when
you will provide the requested response.

General

1. We note your responses to our prior comments 2, 3 and 4.  Please amend  your
Form S -3 accordingly.

Edward J. Shoen
AMERCO
November 29, 2010
Page 2

Definitive Proxy Statement filed July 15, 2010

Compensation Discussion and Analysis, page 17

2. We note your r esponse to our prior comment 12, and we reissue the comment.
Please confirm that in future filings you will expand your Compensation
Discussion & Analysis to provide more detailed analysis of the elements and
levels of compensation paid to the named executive officers.  Please also provide
us with your proposed revi sed disclosure.  Your disclosure should focus on the
material principles underlying the policies and decisions and the most important
factors relevant to  the analysis of those  policies and decisions .  Please refer to
Item 402(b) of Regulation S -K.  For exa mple please discuss the specific factors
the Compensation Committee considered in establishing the compensation of
Edward “Joe” Shoen and the specific factors the President considered in
determining the compensation of the remaining named executive officer s.
Among the issues to address are why changes in base salaries for the named
executive officers “would not be in t he best interest of the company ” and what
“accomplishments” the President was recognizing when he determined the
discretionary bonus paid to  Gary Horton.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclos e the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the ade quacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United  States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their

Edward J. Shoen
AMERCO
November 29, 2010
Page 3

respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to revie w any amendment
prior to the requested effective date of the registration statement.

You may contact John Dan a Brown at (202) 551 -3859 or the undersigned  at (202)
551-3469  if you have questions regarding these comments.

        Sincerely,

Justin Dobbie
 Special Counsel

cc: Gregory R. Hall, Esq.
 Fax: (480) 606 -5528

CORRESP
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    amercoresponse.htm

November 12, 2010

VIA EDGAR

Mr. Justin Dobbie

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re:       AMERCO

Form S-3

Filed October 7, 2010

File No. 333-169832

Form 10-K

Filed June 9, 2010

Definitive Proxy Statement

Filed July 15, 2010

File No. 001-11255

Dear Mr. Dobbie:

This letter responds to the letter of the staff of the Securities and Exchange Commission (the “staff”), dated November 3, 2010, to Edward J. Shoen, President and Chairman of the Board of AMERCO (the “Company” or “AMERCO”), regarding the Company’s Form S-3 filed October 7, 2010 (the “S-3”), its Form 10-K for the fiscal year ended March 31, 2010, filed June 9, 2010 (the “10-K”), and the Company’s Definitive Proxy Statement filed July 15, 2010 (the “Definitive Proxy Statement”). We appreciate the opportunity to respond to your comments and understand that the purpose of your review process is to assist the Company in its compliance with the applicable disclosure requirements and to enhance the overall disclosure in its filings.

This letter sets forth each comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment sets forth the Company’s response.

Form S-3 filed October 7, 2010

General

Staff’s Comment:

1. Please be advised that your outstanding comments concerning the Form 10-K must be resolved prior to the effectiveness of the Form S-3 registration statement.

Mr. Justin Dobbie

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 2 of 9

Company’s Response:

We acknowledge the Staff’s comment that outstanding comments must be resolved prior to the effectiveness of the S-3.

Signatures

Staff’s Comment:

2. Your Form S-3 must be signed by your controller or principal accounting officer. If any person occupies more than one of the positions specified in Instruction 1 to Signatures on Form S-3 you should indicate each capacity in which that person signs the registration statement. Please revise.

Company’s Response:

We will revise the S-3 filing to have our Chief Accounting Officer sign the document and to further clarify that the person occupying our Chief Accounting Officer position is signing as both our principal financial officer and principal accounting officer, as such terms are used in “Instruction 1 to the Signatures on Form S-3.”

Exhibit 5.1

Staff’s Comment:

3. Please remove the last paragraph on the first page of the opinion. It is inappropriate for counsel to assume facts underlying the opinion.

Company’s Response:

In response to the Staff’s comment our counsel has revised its opinion letter and re-filed the same as new Exhibit 5.1.

Staff’s Comment:

4. Please remove the penultimate paragraph. Such qualifications are inappropriate.

Company’s Response:

See our response to comment number 3 above.

Form 10-K filed June 9, 2010

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Principles of Consolidation, page 18.

Mr. Justin Dobbie

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 3 of 9

Staff’s Comment:

5. You indicate that triggering events in prior periods required you to reassess your involvement with the SAC Holding entities. In this regard, please revise your disclosure to include an affirmative statement that no triggering events occurred or, if such events occurred, that they did not result in a change in your involvement with the SAC Holding entities. In addition, also tell us and revise future filings to disclose the nature of the triggering events that occurred in November 2007.

Company’s Response:

In future filings, until a time at which such disclosure is no longer required, we will clarify our existing disclosure to include the following regarding triggering events:

It is possible that SAC Holdings could take actions that would require us to re-determine whether SAC Holdings remains a VIE and we continually monitor whether we have become the primary beneficiary of SAC Holdings.  Should we determine in the future that we are the primary beneficiary of SAC Holdings, we could be required to consolidate some or all of SAC Holdings within our financial statements.  For the periods covered in this report no such triggering events have occurred.

We disclosed the nature of the triggering event that occurred in November 2007 beginning in our December 31, 2007 10-Q. This disclosure will be included in applicable future filings:

In November 2007, Blackwater contributed additional capital to its wholly-owned subsidiary, SAC Holding II. This contribution was determined by us to be material with respect to the capitalization of SAC Holding II; therefore, triggering a requirement under FIN 46(R) for us to reassess the Company’s involvement with those entities. This required reassessment led to the conclusion that SAC Holding II had the ability to fund its own operations and execute its business plan without any future subordinated financial support; therefore, the Company was no longer the primary beneficiary of SAC Holding II as of the date of Blackwater’s contribution.

Accordingly, at the date AMERCO ceased to be considered the primary beneficiary of SAC Holding II and its current subsidiaries, it deconsolidated these entities. The deconsolidation was accounted for as a distribution of SAC Holding II’s interests to the sole shareholder of the SAC entities. Because of AMERCO’s continuing involvement with SAC Holding II and its subsidiaries, the distribution does not qualify as discontinued operations as defined by SFAS 144.

Mr. Justin Dobbie

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 4 of 9

Staff’s Comment:

6. We note that the SAC Holdings could take action that would require you to re-determine whether the SAC Holdings is a VIE or whether you are the primary beneficiary. In this regard, tell us and revise your future filings to disclose the nature of such actions.

Company’s Response:

Pursuant to ASC: 810-10-35-4, after the initial determination of whether a legal entity is a VIE, the determination shall be reconsidered if any of the following occur:

a. The legal entity's governing documents or contractual arrangements are changed in a manner that changes the characteristics or adequacy of the legal entity's equity investment at risk.

b. The equity investment or some part thereof is returned to the equity investors, and other interests become exposed to expected losses of the legal entity.

c. The legal entity undertakes additional activities or acquires additional assets, beyond those that were anticipated at the later of the inception of the entity or the latest reconsideration event, that increase the entity's expected losses.

d. The legal entity receives an additional equity investment that is at risk, or the legal entity curtails or modifies its activities in a way that decreases its expected losses.

e. Changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity's economic performance. [FIN 46(R), paragraph 7, sequence 107.1]

None of the events delineated in ASC 810-10-35-4 occurred during the period being reported upon in this Form 10-K. We will revise future filings to specifically address these triggering events and affirmatively state whether any such factors occurred. If such events do occur we will report if they result in a change in our determination of status of the SAC Holdings as a VIE and we will continually monitor whether we are the primary beneficiary.  It is our belief that if it is determined SAC Holdings is no longer a VIE, this level of disclosure will not be required.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Operations, page F-4

Staff’s Comment:

7. Please tell us why you classify interest income as part of revenues.

Mr. Justin Dobbie

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 5 of 9

Company’s Response:

AMERCO operates several insurance subsidiaries.  As part of their normal operations these subsidiaries earn interest income on their investment portfolios and their performance is evaluated based upon these results.  This is reported as interest income in order to provide the reader of our financial statements with adequate operational information.

Staff’s Comment:

8. Please display depreciation and (gains) losses in disposals as separate line items on the face of your Consolidated Statements of Operations.

Company’s Response:

The Company has historically netted gains and losses on dispositions of property, plant and equipment with depreciation expense; our intent is to fully utilize the useful lives of rental trucks and trailers and it is expected that minimal gains or losses will be recognized on disposition.  If we were able to precisely estimate useful lives and salvage values for our rental fleet, gains or losses on the disposition would be inconsequential and would instead be presented as higher or lower depreciation.  Therefore, we view gains or losses on the disposition of equipment to theoretically represent additional or less depreciation expense and should be netted with reported depreciation expense.  The effect on depreciation is displayed in our Statement of Cash Flows included in the Form 10-K for all periods.

ASC 360: Property, Plant, and Equipment requires impairment losses and gains from disposal be included in income from operations and requires disclosure of which caption it is in if not presented in a separate caption.  By not specifying a caption, the FASB leaves room for company judgment about where to include the gains and losses.

Additionally, paragraph 38 of the AICPA Exposure Draft on property, plant and equipment would have required the net book value of retired components of property to be charged to depreciation expense.  The Draft did not discuss where to classify the proceeds from sale, but logically if the net book value is charged to depreciation expense, the proceeds received in a sale would represent salvage value and be reported in the same line in the income statement.  The logic for the proposed classification is that the retirement of the asset requires a final true-up of depreciation. In the Company’s judgment, we believe that presenting gains and losses on the disposal of equipment together with depreciation expense is acceptable under GAAP.

In applicable future filings we will provide parenthetical disclosure on the face of the Consolidated Statement of Operations displaying the (gains) losses on disposal.

Mr. Justin Dobbie

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 6 of 9

Notes to Consolidated Financial Statements

Note 20. Related Party Transactions, page F-39

Staff’s Comment:

9. In a manner similar to the table presented at the bottom of page F-40, please add tables to summarize the related party revenues and related party costs and expenses shown at the bottom of your Consolidated Statements of Operations. These tables should present related party amounts for each of the fiscal years ended March 31, 2010, 2009 and 2008.

Company’s Response:

Below please find the tabular disclosure you requested.  We will provide tables (similar in form and substance to the tables below) detailing related party revenues and costs and expenses in all future filings of our annul reports on Form 10-K and in our quarterly reports on Form 10-Q.

Related Party Revenues

Years Ended March 31,

2010

2009

2008

(In thousands)

U-Haul interest income revenue from Private Mini

$
5,333

$
5,313

$
5,111

U-Haul management fee revenue from Private Mini

2,202

2,260

2,204

U-Haul interest income revenue from SAC Holdings

18,900

18,375

14,583

U-Haul management fee revenue from SAC Holdings

16,321

17,241

15,995

U-Haul management fee revenue from Mercury

3,109

3,691

4,621

$
45,865

$
46,880

$
42,514

Related Party Costs and Expenses

Years Ended March 31,

2010

2009

2008

(In thousands)

U-Haul commission expenses to Private Mini

$
2,116

$
1,825

$
1,685

U-Haul commission expenses to SAC Holdings

32,621

32,837

28,452

U-Haul lease expenses to SAC Holdings

2,446

2,418

1,658

$
37,183

$
37,080

$
31,795

Signatures

Staff’s Comment:

10. Your Form 10-K must be signed by your controller or principal accounting officer. If any person occupies more than one of the positions specified in General Instruction D(2)(a) to Form 10-K you should indicate each capacity in which that person signs the report. Please confirm that future filings on Form 10-K will include this signature.

Mr. Justin Dobbie

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 7 of 9

Company’s Response:

We confirm that in the Company’s future 10-K filings its Chief Accounting Officer will sign such reports.

Definitive Proxy Statement filed July 15, 2010

General

Staff’s Comment:

11. We note that you have not included any disclosure in response to Item 402(s) of Regulation S-K. Please advise us of the basis for your conclusion that disclosure is not necessary and describe the process you undertook to reach that conclusion.

Company’s Response:

In connection with the preparation of the Definitive Proxy Statement and in response to Item 402(s) of Regulation S-K, management conducted a review of our compensation policies and practices in order to determine whether any of our policies or practices are reasonably likely to have a material adverse effect on our Company.  In consideration of these matters and after reviewing each element of the Company’s compensation programs including base salary, cash incentives and equity compensation, we determined that (i) our named executive officers' compensation, including incentive compensation, is not a significant percentage of revenue for the Company or any applicable subsidiary’s revenue, (ii) due in large part to the equity ownership of three of our five named executive officers our Company is a  Controlled Company which creates a strong alignment between the interests of management and stockholders, and  (iii) due to the limited nature of our incentive compensation and range of potential increases in salaries year over year, as well as our overall conservative approach to compensation, our policies and programs do not encourage excessive risk-taking by our management or our board of directors and result in a strong alignment between the interests of management and stockholders.

Based on the above conclusions, we addressed risk related to compensation under our Corporate Governance disclosure section on page 5 of the Definitive Proxy Statement as follows:

“Corporate Governance

Compensation Risk Assessment

    The Company has assessed the risks that could arise from its compensation policies for all employees, including employees who are not officers, and has concluded that such policies are not reasonably likely to have a materially adverse effect on the Company.  The Company's compensation

Mr. Justin Dobbie

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 8 of 9

policies create a strong alignment between the interests of management and stockholders.”

In future filings, we will include this disclosure within the Compensation Discussion and Analysis section of our definitive proxy statement.

Compensation Discussion and Analysis, page 17

Staff’s Comment:

12. We note comment three of our letter you dated January 29, 2009, regarding your Schedule 14A filed July 15, 2008. In that comment we asked you to “discuss in greater detail how you determine the base

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

        November 3, 2010

Edward J. Shoen
President and Chairman of the Board
AMERCO
1325 Airmotive Way, Suite 100
Reno, Nevada 89502 -3239

Re: AMERCO
  Form S -3
Filed October 7 , 2010
  File No. 333-169832

  Form 10 -K
  Filed June 9, 2010
File No. 001-11255

Dear Mr. Shoen :

We have limited our review of your registration statement to those issues we have
addressed in our comments .  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing
the requested information. Where you do not believe ou r comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information
you provide in response to these comment s, we may have additional comments.

 We have also included comments regarding your Form 10 -K filed on June 9,
2010.  Please respond to these comments within ten business days or by advising us when
you will provide the requested response.

Form S -3 filed October 7, 2010

General

1. Please be advised that your outstanding commen ts concerning the Form 10 -K
must be resolved prior to the effectiveness of the Form S -3 registration statement.

Edward J. Shoen
AMERCO
November 3, 2010
Page 2

Signatures

2. Your Form S-3 must be signed by your controller or principal accounting officer.
If any person occupies more than one of the positions specified in Instruction 1 to
Signatures on Form S -3 you should indicate each capacity in which that person
signs the re gistration st atement .  Please revise.

Exhibit 5.1

3. Please remove the last paragraph  on the first page of the opinion .  It is
inappropriate for counsel to assume facts underlying the opinion.

4. Please remove the penultimate paragraph.  Such qualifications are inappropriate.

Form 10 -K filed June 9, 2010

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Critical Accounting Policies and Estimates

Principles of Consolidation, page 18

5. You indicate that triggering events in prior periods required you to reassess your
involvement with the SAC Holdings entities.   In this regard, please revise your
disclosure to include an affirmative statement that no triggering events occurred
or, if such  events occurred, that they did not result in a change in your
involvement with the SAC Holding entities.    In addition, also tell us and revise
future filings to disclose the nature of the triggering events that occurred in
November 2007.

6. We note that  the SAC Holdings could take action that would require you to re -
determine whether the SAC Holdings is a VIE or whether you are the primary
beneficiary.   In this regard, tell us and revise your future filings to disclose the
nature of such actions.

Item 8.  Financial Statements and Supplementary Data

Consolidated Statements of Operations, page F -4

7. Please tell us why you classify interest income as part of revenues.

8. Please display depreciation and (gains) losses in disposals as separate line items
on the face of your Consolidated Statements of Operations.

Edward J. Shoen
AMERCO
November 3, 2010
Page 3

Notes to Consolidated Financial Statements

Note 20:   Related Party Transactions, page F -39

9. In a manner similar to the table presented at the bottom of page F -40, please add
tables to summarize the related party revenues and related party costs and
expenses shown at the bottom of your Consolidated Statements of Operations.
These tables should present related party amounts for each of the fiscal years
ended March 31, 2010, 2009 and 2008.

Signatures

10. Your Form 10 -K must be signed by your controller or principal accounting
officer.  If any person occupies more than one of the positions specified in
General Instruction D(2)(a) to Form 10 -K you should indicate each capacity in
which that person signs the  report.   Please confirm that future filings on Form 10 -
K will include this signature .

Definitive Proxy Statement filed July 15, 2010

General

11. We note that you have not included any disclosure in response to Item 402(s) of
Regulation S -K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the process you undertook to reach that conclusion.

Compensation Discussion and Analysis, page 17

12. We note comment three of our letter to you dated January 29, 2009, regardi ng
your Schedule 14A filed July 15, 2008.  In that comment we asked you to
“discuss in greater detail how you determine the base salary of each named
executive officer and the amount of discretionary cash bonus available to each
named executive officer.”  We note that you do not explain why a discretionary
bonus was granted to Gary B. Horton but no other named executive officers
during Fiscal 2010, and you do not explain the criteria for granting that particular
bonus.  Additionally you do not explain why y ou have frozen the salaries for each
of your three highest paid executives for the most recent fiscal year.  The purpose
of the Compensation Discussion and Analysis disclosure is to provide material
information about the compensation objectives and policie s for named executive
officers without resorting to boilerplate disclosure.  See SEC Release No. 33 -8732
(August 29, 2006)  available at www.sec.gov .  Please confirm that in future filings
you will expand your Compensation D iscussion & Analysis to provide more
detailed analysis of the elements and levels of compensation paid to the named
executive officers.  Please also provide us with your proposed revised disclosure.

Edward J. Shoen
AMERCO
November 3, 2010
Page 4

We urge all persons who are responsible for the accuracy  and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to  a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a  written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for accele ration. We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to review any amendment
prior to the requested effective date of the re gistration statement.

Edward J. Shoen
AMERCO
November 3, 2010
Page 5

You may contact Juan Migone at (202) 551 -3312 or David Humphrey at (202)
551-3211 if you have questions regarding comments on the financial statements and
related matters.  Please contact John Dana Brown at (202) 551-3859 or the undersigned at
(202) 551 -3469 with any other questions.

        Sincerely,

Justin Dobbie
 Special Counsel

cc: Gregory R. Hall, Esq.
 Fax: (480) 606 -5528

Mail Stop 3561          March 6, 2009  Edward J. Shoen  President and Chairman of the Board AMERCO  1325 Airmotive Way, Suite 100 Reno, NV 89502-3239
Re: AMERCO
Form 10-K for the Fiscal Year ended March 31, 2008
  Filed June 4, 2008
  Schedule 14A filed July 15, 2008
  File No. 001-11255
 Dear Mr. Shoen:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
        R e g a r d s ,
           D a n i e l  H .  M o r r i s           A t t o r n e y - A d v i s o r

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    amercoresponse.htm

      March 4,
2009

      VIA
EDGAR

      Mr.
Daniel Morris

      Division
of Corporation Finance

      Securities
and Exchange Commission

      450 Fifth
Street, N.W.

      Washington,
DC 20549

      Re:           AMERCO

      Form 10-K for the Fiscal Year ended
March 31, 2008, Filed June 4, 2008

      Schedule 14A filed July 15,
2008

      Commission File Number
001-11255

      Dear Mr.
Morris:

      This
letter responds to the Staff’s comments contained in the letter dated January
29, 2009 and postmarked February 19, 2009 on the AMERCO, Inc. (the “Company”)
Form 10-K for the year ended March 31, 2008 and Schedule 14A filed July 15,
2008.  We appreciate the opportunity to respond to your comments and
understand that the purpose of your review process is to assist the Company in
its compliance with the applicable disclosure requirements and to enhance the
overall disclosure in its filings.

      Form 10-K for the Annual
Period Ended March 31, 2008

      Risk Factors, page
7

      Starting
with our Form 10-Q filing for the quarter ended September 30, 2008 we added a
risk factor regarding the impact of the current economic climate on our business
generally along with updates to existing risk factors specific to our
business.

      Signatures

      Starting
with our Form 10-Q filing for the quarter ended September 30, 2008 we clarified
that the Company’s Chief Accounting Officer who signs the Company’s annual
report on Form 10-K and its quarterly reports on Form 10-Q is the Company’s
principal financial officer.

      Schedule 14A filed July 15,
2008

      Compensation Discussion and
Analysis, page 15

      Elements Used to Achieve
Compensation Objectives, page 16

      The
Company will continue to find ways to refine its Compensation Discussion and
Analysis in future filings.  The nature of our compensation program
for Named Executive Officers, excluding our Chairman/President, is based upon
the discretion of the President.  The President’s compensation is
reviewed and determined by the Compensation Committee.

      Summary Compensation Table,
page 17

      In future
filings, we will revise our tabular presentation, including column headings, to
conform to the Summary Compensation Table requirements in Item 402(c) of
Regulation S-K.  Our July 15, 2008 filing included a typesetting error
resulting in the terms ‘Stock’ and ‘All Other’ being incorrectly shifted to the
right by one column.

      In
connection with responding to your comments, we acknowledge that:

                ·

                the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

                ·

                staff
      comments or changes to disclosures in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

                ·

                the
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under federal securities laws of
      the United States.

      We
believe this letter fully responds to the Staff’s inquiries.  We are
available at your convenience to discuss this further should you have any
questions.  Please call me at (602) 263-6804.

      AMERCO,
Inc.

      /s/ Jason A.
Berg

      Jason A.
Berg

      Chief
Accounting Officer

      Principal
Financial Officer

Mail Stop 3561          January 29, 2009  Edward J. Shoen  President and Chairman of the Board AMERCO  1325 Airmotive Way, Suite 100 Reno, NV 89502-3239
Re: AMERCO
Form 10-K for the Fiscal Year ended March 31, 2008
  Filed June 4, 2008
  Schedule 14A filed July 15, 2008
  File No. 001-11255

Dear Mr. Shoen:
We have conducted a targeted review of the above referenced filing for the legal
issues noted below.  We think you should revi se your future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comme nts will be complied with, or, if certain
of the comments are deemed inappropriate, advi se the staff of your reason.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Edward J. Shoen
AMERCO
January 29, 2009 Page 2

Form 10-K

Risk Factors, page 7
1. In future filings, please add a risk factor  discussing the impact of the current
economic climate on your business.
 Signatures

2. We note that your principal financial officer  has not signed the report.  In future
filings, please revise your signature page so  that the appropriate individual signs in
that capacity.   Please note that if a ny person occupies more than one of the
positions specified in General Instruction D(2)(a) to Form 10-K you should indicate
each capacity in which that person signs the report. See Signatures on Form 10-K
and General Instruction D( 2)(a) to Form 10-K

Schedule 14A

Compensation Discussion and Analysis, page 15
 Elements Used to Achieve Compensation Objectives, page 16

3. In future filings, please expand your Co mpensation Discussion & Analysis to
provide more detailed analysis  of the elements and levels of compensation paid to
the named executive officers.  For exampl e, discuss in greater detail how you
determine the base salary of each named executive officer and the amount of discretionary cash bonus available to each  named executive officer.  Throughout
your Compensation Discussion & Analysis, and as to each compensation element, you should provide an analysis of ho w you arrived at, and why you paid, each
particular level and form of compensa tion. To the extent that certain named
executive officers are treated differently  than others, your disclosure should
highlight and explain these differences. Y ou should also describe the reasons why
the committee believes that the amounts paid to each named executive officer are appropriate in light of the various items it considered in making specific
compensation decisions.  Refer to Item 402( b) of Regulation S-K.  Consider also
the staff’s Compliance and Disclosure Interpretations (Updated 7/3/08 ) at
www.sec.gov
.

Summary Compensation Table, page 17
4. In future filings, please revise the tabula r presentation, including column headings,
to conform to the Summary Compensation Table requirement in Item 402(c) of
Regulation S-K.

Edward J. Shoen
AMERCO
January 29, 2009
Page 3

* * * * *

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, you may contact J. Nolan
McWilliams at (202) 551-3217.  If you need furt her assistance, you may contact me at (202)
551-3314.
Regards,
           D a n i e l  M o r r i s          A t t o r n e y - A d v i s o r

Mail Stop 3561
        February 20, 2007

Via Fax & U.S. Mail

Jason A. Berg, Chief Accounting Officer
AMERCO
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502

Re: AMERCO
 Form 10-K for the year ended March 31, 2006
Filed June 13, 2006
 File No. 001-11255

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

David R. Humphrey
Branch Chief

CORRESP
1
filename1.htm

      Response to SEC Letter dated 01-26-07

    February
      8, 2007

    Via
      EDGARLink Transmission and Facsimile

    Mr.
      David R. Humphrey

    Branch
      Chief

    Unites
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F Street N.E.

    Mail
      Stop 3561

    Washington,
      D.C. 20549

    Re:
      AMERCO

    Form
      10-K for the year ended March 31, 2006

    Filed
      June 13, 2006

    File
      No. 001-10275

    Dear
      Mr.
      Humphrey

    This
      letter responds to the Staff’s comments concerning our Form 10-K for the year
      ended March 31, 2006. We appreciate that the purpose of your review is to assist
      us in our compliance with the applicable disclosure requirements and to enhance
      the overall disclosure in our filings.

    For
      your
      convenience, the Staff’s comments are repeated below in bold, with our response
      to each comment set forth immediately thereafter.

    Form
      10-K for the fiscal year ended March 31, 2006

    Item
      7 - Management’s Discussion and Analysis

    Liquidity
      and Capital Resources, page 38

    1.  At
      the beginning of your discussion of liquidity and capital resources, you may
      want to consider explaining your overall capital structure with respect to
      the
      general availability of the assets of your insurance subsidiaries to satisfy
      the
      obligations of the parent company and certain of its subsidiaries. In this
      regard, you may want to consider including a table that separately presents
      the
      assets and obligations of your insurance and non-insurance
      operations.

    In
      response to the Staff’s comment, we advise the Staff as follows:

    Mr.
      David
      R. Humphrey, Branch Chief

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    February
      8, 2007

    Page
      2

    In
      our
      future filings with the Commission, we will ensure that our disclosure will
      address this comment, as appropriate. We note that our December 31, 2006 Form
      10-Q filed on February 7, 2007 included the following disclosure:

    At
      December 31, 2006, cash and cash equivalents totaled $313.1 million, compared
      with $155.5 million on March 31, 2006. The assets of our insurance subsidiaries
      are generally unavailable to fulfill the obligations of non-insurance operations
      (AMERCO, U-Haul and Real Estate). The assets of SAC Holding II are completely
      unavailable to satisfy any of the Company’s obligations. As of December 31, 2006
      the cash and cash equivalents, other financial assets (receivables, short-term
      investments, other investments, fixed maturities, and related party assets)
      and
      obligations of each operating segment were:

                  Moving
                    &

                  SAC

                  Storage

                  RepWest

                  Oxford

                  Holding
                    II

                  Cash
                    & cash equivalents

                  297,515

                  7,395

                  8,221

                  -

                  Other
                    financial assets

                  359,280

                  416,583

                  654

                  -

                  Debt
                    obligations

                  1,223,405

                  -

                  -

                  75,253

    2.  In
      the second paragraph, you disclose that your total debt represents 1.4 times
      stockholders equity. Its unclear how this ratio supports the assertion that
      your
      financial condition is strong. Please explain supplementally and consider
      revising your disclosure to explain how the aforementioned ratio is an
      indication of your financial strength.

    In
      response to the Staff’s comment, we advise the Staff as follows:

    In
      our
      future filings with the Commission, we will ensure that our disclosure will
      address this comment, as appropriate. We note that in our December 31, 2006
      Form
      10-Q filed on February 7, 2007 we removed this ratio from our disclosure. We
      have re-evaluated the debt to stockholders equity ratio and do not consider
      this
      to be the most effective method of conveying or evaluating our financial
      condition, without additional facts. We believe that our additional disclosure
      listed in Item #1 above combined with our disclosure as discussed in Item #3
      below provide our justification for our statement regarding the strength of
      our
      financial condition.

    3.  In
      the summary of this section on page 41, you cross reference footnote 9 for
      a
      more detailed discussion of your long-term debt and borrowing capacity. However,
      we believe your MD&A should include a discussion of these matters from
      management’s point of view. For example, by reference to exhibit 10.79 of your
      filing, we note that your credit agreement with Merrill Lynch includes

    Mr.
      David
      R. Humphrey, Branch Chief

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    February
      8, 2007

    Page
      3

    a
      covenant regarding the “Fleet Owner Cash Flow Ratio” and this covenant appears
      to limit the level of borrowings. As appropriate, please consider the need
      to
      provide an overall discussion of your borrowing levels and remaining borrowing
      capacity in MD&A.

      In
        response to the Staff’s comment, we advise the Staff as
        follows:

    In
      our
      future filings with the Commission, we will ensure that our disclosure will
      address this comment, as appropriate. We note that in our December 31, 2006
      Form
      10-Q filed on February 7, 2007 we expanded our Management Discussion and
      Analysis (MD&A) disclosure to provide additional explanation regarding our
      debt as follows:

    The
      Company’s borrowing strategy is primarily focused on asset-backed financing. As
      part of this strategy, the Company seeks to ladder maturities and for loans
      with
      floating rates, fix these rates through the use of interest rate swaps. While
      each of these loans typically contains provisions governing the amount that
      can
      be borrowed in relation to specific assets, the overall structure is flexible
      with no limits on overall Company borrowings. Management feels it has adequate
      liquidity between cash and cash equivalents and unused borrowing capacity in
      existing facilities. At December 31, 2006 the Company had cash availability
      under existing credit facilities of $320.0 million. We believe that there are
      additional opportunities for leverage in our existing capital
      structure.

    Off
      Balance Sheet Arrangements, page 42

    4.  Please
      expand your disclosure to address, in further detail, the nature and business
      purpose for your off-balance sheet arrangements as required by Item
      303(a)(4)(i)(A) of Regulation S-K. For example, you state that you have used
      off-balance sheet arrangements in connection with the expansion of your
      self-storage business. However, it is unclear why this business could not have
      been expanded within your consolidated operations.

     In
      response to the Staff’s comment, we advise the Staff as
      follows:

    In
      our
      future filings with the Commission, we will ensure that our disclosure will
      address this comment, as appropriate. We note that our December 31, 2006 Form
      10-Q filed on February 7, 2007 included the following expanded
      disclosure:

    Historically,
      AMERCO used off-balance sheet arrangements in connection with the expansion
      of
      our self-storage business. These arrangements were primarily used when the
      Company’s overall borrowing structure was more limited. The Company does not

    Mr.
      David
      R. Humphrey, Branch Chief

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    February
      8, 2007

    Page
      4

    face
      similar borrowing limitations currently and off-balance sheet arrangements
      have
      not been utilized in our self-storage expansion in recent years. In the future,
      the Company will continue to identify and consider off-balance sheet
      opportunities to the extent such arrangements would be economically advantageous
      to the Company and its stockholders.

    5.  It
      appears from your disclosures on page F-37 that you guarantee certain related
      party debt instruments (e.g. support party agreement with Private Mini). As
      such, please revise your disclosures to include the total dollar amount related
      to these agreements and any other obligations that would require disclosure
      under Item 303(a)(4)(ii) of Regulation S-K.

     In
      response to the Staff’s comment, we advise the Staff as
      follows:

    In
      our
      future filings with the Commission, we will ensure that our disclosure will
      address this comment, as appropriate. AMERCO was providing financial guarantees
      via support party agreements to Private Mini in the amounts of $55 million
      and
      $70 million in 2003. At March 31, 2003 the $55 million obligation was triggered
      and AMERCO satisfied this in a cash payment. AMERCO recorded a receivable from
      Private Mini at that time for $55 million. This receivable was restructured
      into
      a note due from Private Mini to AMERCO and is shown in the Related Party
      Receivable line of our financial statements. Effective July 15, 2005 the $70
      million obligation was terminated by the lender and AMERCO no longer has any
      financial obligation related to this item. Therefore, at March 31, 2006 AMERCO
      did not have any financial support or guarantee agreements with unconsolidated
      entities constituting off-balance sheet arrangements. The various legal
      subsidiaries of AMERCO and U-Haul regularly provide guarantees to each other
      as
      part of our debt arrangements. In our December 31, 2006 Form 10-Q filing the
      Company revised its disclosure in an attempt to alleviate any future
      confusion.

    Item
      8 - Financial Statements and Supplementary Data

    Note
      1 - Basis of Presentation, page F-8

    6.  The
      operating results and financial position of your consolidated insurance
      operations are determined as of December 31 of each year. As such, please revise
      your disclosures to address the necessity for the use of different closing
      dates
      and the effect of intervening event that materially affect the financial
      position or results of operations or lack thereof.

     In
      response to the Staff’s comment, we advise the Staff as
      follows:

    Mr.
      David
      R. Humphrey, Branch Chief

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    February
      8, 2007

    Page
      5

    In
      our
      future filings with the Commission, we will ensure that our disclosure will
      address this comment, as appropriate. We note that our December 31, 2006 Form
      10-Q filed on February 7, 2007 included the following disclosure:

    Our
      insurance companies’ financial reporting processes conform to calendar year
      reporting as required by state insurance departments. Management believes that
      consolidating their calendar year quarters into our fiscal year quarterly
      financial statements does not materially affect the financial position or
      results of operations. The Company discloses any material events occurring
      during the intervening period.

    Note
      3 - Accounting Policies

    Property,
      Plant and Equipment, F-12

    7.  We
      note that gains and losses on dispositions of property, plant and equipment
      are
      netted against depreciation expense when realized. In this regard, please tell
      us what consideration has been given to the guidance in SAB Topic
      5B.

     In
      response to the Staff’s comment, we advise the Staff as
      follows:

    The
      Company has historically netted gains and losses on dispositions of property,
      plant and equipment with depreciation expense; our intent is to fully utilize
      the useful lives of rental trucks and trailers and it is expected that minimal
      gains or losses will be recognized on disposition. If we were able to precisely
      estimate useful lives and salvage values for our rental fleet, gains or losses
      on the disposition would be inconsequential and would instead be presented
      as
      higher or lower depreciation. Therefore, we view gains or losses on the
      disposition of equipment to theoretically represent additional or less
      depreciation expense and should be netted with reported depreciation expense.
      The effect on depreciation is displayed in our Statement of Cash Flows included
      in the Form 10-K for all periods.

    FASB
      Statement No. 144 requires impairment losses and gains from disposal be included
      in income from operations and requires disclosure of which caption it is in
      if
      not presented in a separate caption. By not specifying a caption, the FASB
      leaves room for company judgment about where to include the gains and
      losses.

    Additionally,
      paragraph 38 of the AICPA Exposure Draft on property, plant and equipment would
      have required the net book value of retired components of property to be charged
      to depreciation expense. The Draft did not discuss where to classify the
      proceeds from sale, but logically if the net book value is charged to
      depreciation expense, the proceeds received in a sale would represent salvage
      value and be reported in the same

    Mr.
      David
      R. Humphrey, Branch Chief

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    February
      8, 2007

    Page
      6

    line
      in
      the income statement. The logic for the proposed classification is that the
      retirement of the asset requires a final true-up of depreciation.

    In
      the
      Company’s judgment, we believe that presenting gains and losses on the disposal
      of equipment together with depreciation expense is acceptable under
      GAAP.

    8.  Please
      tell us your basis for capitalizing and amortizing major overhauls. Further,
      provide us with the length of the amortization period related to the major
      overhauls and equipment as well as the authoritative accounting literature
      that
      supports your conclusions.

     In
      response to the Staff’s comment, we advise the Staff as
      follows:

    The
      Company’s accounting policy for capitalizing and amortizing major overhauls is
      based in the AICPA’s Airline Audit Guide (as amended by FASB Staff Position No.
      AUG AIR-1, Accounting
      for Planned Maintenance Activities),
      which
      is applicable to entities in all industries. The Company’s overhauls do not
      represent betterments, i.e. the overhauls are not considered to improve the
      rental trucks as compared to the original condition at acquisition; therefore,
      any of the three remaining alternative accounting methods permitted by the
      Airline Audit Guide are acceptable. The Company follows the deferral method
      of
      accounting for major overhauls in which engine ove

Mail Stop 3561
        January 26, 2007

Via Fax & U.S. Mail

Jason A. Berg, Chief Accounting Officer
AMERCO
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502

Re: AMERCO
 Form 10-K for the year ended March 31, 2006
Filed June 13, 2006
 File No. 001-10275

We have reviewed your filing and have the following comments.  We think you
should revise your document in future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Jason A. Berg, Chief Accounting Officer
AMERCO
January 26, 2007 Page 2

Form 10-K for the fiscal year ended March 31, 2006

Item 7- Management’s Discussion and Analysis

Liquidity and Capital Resources, page 38

1. At the beginning of your discussion of liquidity and capital resources, you may
want to consider explaining your overall capital structure w ith respect to the
general availability of the assets of your  insurance subsidiaries to satisfy the
obligations of the parent company and certain of certain of its subsidiaries.  In this
regard, you may want to cons ider including a table that separately presents the
assets and obligations of your insu rance and non-insurance operations.

2. In the second paragraph, you disclose th at your total debt represents 1.4 times
stockholders equity.  Its unc lear how this ratio supports  the assertion that your
financial condition is strong.  Please explai n supplementally and consider revising
your disclosure to explain how the aforem entioned ratio is an indication of your
financial strength.

3. In the summary of this section on page  41, you cross reference footnote 9 for a
more detailed discussion of your l ong-term debt and borrowing capacity.
However, we believe your MD&A should include a discussion of these matters
from management’s point of view.  For example, by reference to exhibit 10.79 of
your filing, we note that your credit agr eement with Merrill Lynch includes a
covenant regarding the “Fleet Owner Cash Flow Ratio” and this covenant appears
to limit the level of borrowings.  As a ppropriate, please consider the need to
provide an overall discussion of your borrowing levels and remaining borrowing
capacity in MD&A.

Off Balance Sheet Arrangements, page 42

4. Please expand your disclosure to address, in  further detail, the nature and business
purpose for your off-balance sheet arrangements as required by Item 303(a)(4)(i)(A) of Regulation S-K.  for ex ample, you state that you have used off-
balance sheet arrangements in connection wi th the expansion of your self-storage
business.  However, it is unclear why th is business could not have been expanded
within your consolidated operations.

5. It appears from your disclosures on page  F-37 that you guarant ee certain related
party debt instruments (e.g. support party ag reement with Private Mini.)  As such,
please revise your disclosures to include the total dollar amount related to these
agreements and any other obligations th at would require disclosure under Item
303(a)(4)(ii) of Regulation S-K.

Jason A. Berg, Chief Accounting Officer
AMERCO
January 26, 2007 Page 3

Item 8- Financial Statements and Supplementary Data

Note 1- Basis of Presentation, page F-8

6. The operating results and financial po sition of your consolidated insurance
operations are determined as of December 31 of each year.  As such, please revise
your disclosures to address the necessity for the use of different closing dates and the effect of intervening event that mate rially affect the fi nancial position or
results of operations or lack thereof.

Note 3- Accounting Policies

Property, Plant and Equipment, F-12

7. We note that gains and losses on dispositions of property, plant and equipment are netted against depreciation expense when real ized.  In this regard, please tell us
what consideration has been given to the guidance in SAB Topic 5B.

8. Please tell us your basis fo r capitalizing and amortizing ma jor overhauls.  Further,
provide us with the length of the am ortization period related to the major
overhauls and equipment as well as the authoritative accounti ng literature that
supports your conclusions.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Jason A. Berg, Chief Accounting Officer
AMERCO
January 26, 2007 Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Juan Migone  at (202) 551-3312 or the undersigned at (202) 551-
3211 if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

David R. Humphrey
Branch Chief