1










                                  EXHIBIT A

                               Item 16(a)(3)(i)







                                     E-1
   2
                      AMENDED ARTICLES OF INCORPORATION

                      NATIONWIDE LIFE INSURANCE COMPANY

        FIRST: The name of said Corporation shall be "NATIONWIDE LIFE INSURANCE
COMPANY."

        SECOND: Said Corporation is to be located, and its principal office
maintained in the City of Columbus, Ohio.

        THIRD: Said Corporation is formed for the purpose of (a) making
insurance upon the lives of individuals and every insurance appertaining
thereto or connected therewith on both participating and non-participating
plans, (b) granting, purchasing or disposing of annuities on both participating
and non-participating plans, (c) taking risks connected with or appertaining to
making insurance on life or against accidents to persons, or sickness,
temporary or permanent disability on both participating and non-participating
plans, (d) investing funds, (e) borrowing money on either a secured or
unsecured basis in furtherance of the foregoing, and (f) engaging in all
acitivities permitted life insurance companies under the laws of the State of
Ohio.

        FOURTH: No holder of shares of this Corporation shall be entitled as
such, as a matter of right, to subscribe for or purchase shares now or
hereafter authorized.

        The capital stock of this Corporation shall be Five Million Dollars
($5,000,000.00) divided into Five Million (5,000,000) Common shares of the par
value of One Dollar ($1.00) each, which may be subscribed and purchased, or
otherwise acquired for such consideration at not less than par, and under such
terms and conditions as the Board of Directors may prescribe.

        FIFTH: Dividends may be declared and paid on the outstanding stock,
subject to the restrictions herein contained. Dividends on the capital stock
shall be paid only from the earned surplus of the Corporation. Unless those
policyholders owning participating insurance policies or contracts shall have
received an equitable dividend arising out of savings in mortality, savings in
expense loadings and excess interest earnings, if any, from such participating
policies, no dividend from such savings and earnings shall be declared or paid
on capital stock in an amount in excess of seven percent (7%) per annum,
computed on the par value of the stock from date of original issue to date of
retirement or date of payment of dividend.

        *SIXTH: The corporate powers and business of the Corporation shall be
exercised, conducted and controlled, and the corporate property managed by a
Board of Directors consisting of not less than three (3), nor more than
twenty-one (21), as may from time to time be fixed by the Code of

* Amended Effective March 14, 1986


                                      1
   3
Regulations of the Corporation. At the first election of directors one-third of
the directors shall be elected to serve until the next annual meeting,
one-third shall be elected to serve until the second annual meeting, and
one-third shall be elected to serve until the third annual meeting; thereafter
all directors shall be elected to serve for terms of three (3) years each, and
until their successors are elected and qualified. Vacancies in the Board of
Directors, arising from any cause, shall be filled by the remaining directors.

        The directors shall be elected at the annual meetings of the
stockholders by a majority vote of the stockholders present in person or by
proxy, provided that vacancies may be filled as herein provided for.

        The stockholders of the Corporation shall have the right, subject to
the statutes of the State of Ohio and these Articles of Incorporation, to adopt
a Code of Regulations governing the transaction of the business and affairs of
the Corporation which may be altered, amended or repealed in the manner
provided by law.

        The Board of Directors shall elect from their own number a Chairman of
the Board of Directors, a General Chairman, and a President. The Board of
Directors shall also elect a Vice President and a Secretary and a Treasurer, or
a Secretary-Treasurer. The Board of Directors may also elect or appoint such
additional vice presidents, assistant secretaries and assistant treasurers as
may be deemed advisable or necessary, and may fix their duties. The Board of
Directors may appoint such other officers as may be provided in the Code of
Regulations. All officers, unless sooner removed by the Board of Directors,
shall hold office for one (1) year, or until their successors are elected and
qualified. Other than the Chairman of the Board of Directors, the General
Chairman and the President, the officers need not be members of the Board of
Directors. Officers shall be elected at each annual organization meeting of the
Board of Directors, but elections or appointments to fill vacancies may be had
at any meeting of the directors.

        A majority of the Board of Directors and officers shall, at all times,
be citizens of the State of Ohio.

        SEVENTH: The annual meeting of the stockholders of the Corporation
shall be held at such time as may be fixed in the Code of Regulations of the
Corporation. Any meeting of the stockholders, annual or special, may be held in
or outside of the State of Ohio. Reasonable notice of all meetings of
stockholders shall be given, by mail or publication, or as prescribed by the
Code of Regulations or by law.

        EIGHTH: These Amended Aticles of Incorporation shall supersede and take
the place of the Articles of Incorporation and all amendments thereto
heretofore filed with the Secretary of State by and on behalf of this
Corporation.

Amended Effective March 14, 1986




                                      2