UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                      ------------------------------------


                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT: OCTOBER 18, 2002                    COMMISSION FILE NO. 2-28596
(DATE OF EARLIEST EVENT REPORTED:  OCTOBER 16, 2002)


                        NATIONWIDE LIFE INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)


             OHIO                                        31-4156830
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43215
                                 (614) 249-7111

              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)






ITEM 5.       OTHER EVENTS.

              On October 16, 2002, Standard & Poor's Ratings Services (S&P)
              announced the lowering of their ratings and outlook on Nationwide
              Life Insurance Company (NLIC) and Nationwide Life and Annuity
              Insurance Company (NLAIC). S&P stated that these rating actions
              reflect S&P's view that the companies' risk profiles have
              increased somewhat as a result of the recent downturn in the
              equity markets and because of an increasingly competitive
              environment for spread-based and equity-linked retirement and
              savings products.

              On October 18, 2002, A.M. Best Company (A.M. Best) announced a
              change in the outlook on the debt and financial strength ratings
              of NLIC and NLAIC from "stable" to "negative". The lowering of
              these outlooks reflects A.M. Best's view that NLIC and NLAIC have
              weakened their risk-based capital positions as a result of recent
              years robust growth and more efficient capital management
              practices. In addition, A.M. Best cited concerns over the highly
              competitive market in several of the companies' core products, the
              prolonged equity market downturn, the low interest rate
              environment and overall U.S. economic weakness, among other
              factors.

ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
              EXHIBITS.

              (c) Exhibits.

                  Exhibit 99.1 Summary of Ratings Actions taken by S&P on
                  October 16, 2002.



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                              NATIONWIDE LIFE INSURANCE COMPANY
                                              ---------------------------------
                                                       (Registrant)



Date: October 18, 2002    /s/Mark R. Thresher
                          ------------------------------------------------------
                          Mark R. Thresher
                          Senior Vice President - Finance - Nationwide Financial
                          (Chief Accounting Officer)