1






                                  Offered by
                      Nationwide Life Insurance Company





                     NATIONWIDE LIFE INSURANCE COMPANY




                     Nationwide VLI Separate Account - 2

         Individual Multiple Payment Variable Life Insurance Contract




                                  PROSPECTUS



                                  May 1, 1995
   2

                       NATIONWIDE LIFE INSURANCE COMPANY
                                P.O. Box 182150
                           Columbus, Ohio  43218-2150
                       (800) 547-7548, TDD (800) 238-3035


               MULTIPLE PAYMENT VARIABLE LIFE INSURANCE POLICIES
                  ISSUED BY NATIONWIDE LIFE INSURANCE COMPANY
                 THROUGH ITS NATIONWIDE VLI SEPARATE ACCOUNT-2

The Life Insurance Policies offered by this prospectus are variable life
insurance policies (collectively referred to as the "Policies").  The Policies
are designed to provide life insurance coverage on the Insured named in the
Policy.  The Policies may also provide a Cash Surrender Value if the Policy is
terminated during the lifetime of the Insured.  The death benefit and Cash
Value of the Policies may vary to reflect the experience of the Nationwide VLI
Separate Account-2 (the "Variable Account") or the Fixed Account to which Cash
Values are allocated.

The Policies described in this prospectus, meet the definition of "life
insurance" under Section 7702 of the Internal Revenue Code.  The Policies are
designed to generally require the payment of the Guideline Single Premium in
five annual installments for death benefit Option 1 and five or more annual
Guideline Level Premiums under death benefit Option 2.

The Policy Owner may allocate Net Premiums and Cash Value to one or more of the
sub-accounts of the Variable Account and the Fixed Account.  The assets of each
sub-account will be used to purchase, at net asset value, shares of a
designated mutual fund of the following series of the underlying variable
account Mutual Fund options:

                                                         
    FIDELITY VARIABLE INSURANCE PRODUCTS FUND:              OPPENHEIMER VARIABLE ACCOUNT FUNDS:
         -High Income Portfolio*                                -Bond Fund
         -Equity Income Portfolio                               -Multiple Strategies Fund
         -Growth Portfolio                                  STRONG VARIABLE INSURANCE PRODUCTS FUNDS:
         -Overseas Portfolio                                    -Special Fund II, Inc.
    FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:               -Discovery Fund II, Inc.
         -Asset Manager Portfolio                           TCI PORTFOLIOS, INC.:
    NATIONWIDE SEPARATE ACCOUNT TRUST:                          -TCI Growth
         -Capital Appreciation Fund                             -TCI Balanced
         -Money Market Fund                                 VAN ECK WORLDWIDE INSURANCE TRUST
         -Government Bond Fund                              (FORMERLY VAN ECK INVESTMENT TRUST):
         -Total Return Fund                                     -Gold and Natural Resources Fund
    NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:               -Worldwide Bond Fund (Formerly Global
         -Limited Maturity Bond Portfolio                        Bond Fund)
         -Growth Portfolio

*The High Income Portfolio may invest in lower quality debt securities commonly
 referred to as junk bonds.
Nationwide Life Insurance Company (the "Company") guarantees that the death
benefit for a Policy will never be less than the Specified Amount stated on the
Policy data pages as long as the Policy is in force. There is no guaranteed
Cash Surrender Value. If the Cash Surrender Value is insufficient to cover the
charges under the Policy, the Policy will lapse without value. Also, during the
first five Policy Years, the total premium payments less any existing Policy
Indebtedness must be greater than or equal to the Minimum Premium requirement
in order for the Policy to continue in force.


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This prospectus generally describes only that portion of the Cash Value
allocated to the Variable Account. For a brief summary of the Fixed Account
Option, see "The Fixed Account Option."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.  A PROSPECTUS
FOR THE UNDERLYING MUTUAL FUND OPTION(S) BEING CONSIDERED MUST ACCOMPANY THIS
PROSPECTUS AND SHOULD BE READ IN CONJUNCTION HEREWITH.
                   The date of this Prospectus is May 1, 1995





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                               GLOSSARY OF TERMS

ATTAINED AGE- The Insured's age on the Policy Date, plus the number of full
years since the Policy Date.

ACCUMULATION UNIT- An accounting unit of measure used to calculate the Variable
Account Cash Value.

BENEFICIARY- The person to whom the Death Proceeds are paid.

CASH VALUE- The sum of the Policy values in the Variable Account, Fixed Account
and any associated value in the Policy Loan Account.

CASH SURRENDER VALUE- The Policy's Cash Value, less any Indebtedness under the
Policy, less any Surrender Charge.
CODE- The Internal Revenue Code of 1986, as amended.
DEATH PROCEEDS- Amount of money payable to the Beneficiary if the Insured dies
while the Policy is in force.

FIXED ACCOUNT- An investment option which is funded by the General Account of
the Company.

GENERAL ACCOUNT- All assets of the Company other than those of the Variable
Account or in other separate accounts that have been or may be established by
the Company.

GUIDELINE LEVEL PREMIUM- The amount of level annual premium calculated in
accordance with the provisions of the Internal Revenue Code of 1986, as
amended.  It represents the level annual premiums required to mature the Policy
under guaranteed mortality and expense charges, and an interest rate of 4%.

GUIDELINE SINGLE PREMIUM- The amount of single premium calculated in accordance
with the provisions of the Internal Revenue Code of 1986, as amended.  It
represents the single premium required to mature the Policy under guaranteed
mortality and expense charges, and an interest rate of 6%.

INDEBTEDNESS- Amounts owed the Company as a result of Policy loans including
both principal and accrued interest.

INITIAL PREMIUM- The Initial Premium is the premium required for coverage to
become effective on the Policy Date.  It is shown on the Policy Data Page.

INSURED- The person whose life is covered by the Policy, and who is named on
the Policy Data Page.

MATURITY DATE- The Policy Anniversary on or following the Insured's 95th
birthday.

MINIMUM PREMIUM- The Minimum Premium is shown on the Policy Data Page.  It is
used to measure the total amount that must be paid during the first five Policy
Years to continue the Policy in force.

MONTHLY ANNIVERSARY DAY- The same day as the Policy Date for each succeeding
month.

MUTUAL FUNDS- The underlying mutual funds which correspond to the sub-accounts
of the Variable Account.

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NET PREMIUMS- Net Premiums are equal to the actual premiums minus the percent
of premium charge.  The percent of premium charges are shown on the Policy Data
Page.

POLICY ANNIVERSARY- The same day and month as the Policy Date for succeeding
years.

POLICY CHARGES- All deductions made from the value of the Variable Account, or
the Policy Cash Value.

POLICY DATE- The date the provisions of the Policy take effect, as shown on the
Policy Owner's Policy Data Page.

POLICY LOAN ACCOUNT- The Portion of the Cash Value which results from Policy
Indebtedness.

POLICY OWNER- The person designated in the Policy application as the Owner.  In
the State of New York, the variable life insurance Policies offered by the
Company are offered as "Certificates" for "Certificate Owners" under a group
contract rather than individual Policies.  The provisions of both these
Certificates and the Policies are essentially the same and references to the
provisions of Policies and rights of Policy Owners in this prospectus include
Certificates and Certificate Owners.

POLICY YEAR- Each year commencing with the Policy Date and each Policy
Anniversary thereafter.

SCHEDULED PREMIUM- The Scheduled Premium is shown on the Policy Data Page.  It
is used to calculate the initial Specified Amount.

SPECIFIED AMOUNT- A dollar amount used to determine the death benefit under a
Policy.  It is shown on the Policy Data Page.

SURRENDER CHARGE- An amount deducted from the Cash Value if the Policy is
surrendered.

UNSCHEDULED PREMIUM- Additional premium payments which may be allowed under
certain conditions.
VALUATION DATE- Each day the New York Stock Exchange and the Company's home
office are open for business or any other day during which there is sufficient
degree of trading that the current net asset value of the Accumulation Units
might be materially affected.
VALUATION PERIOD- A period commencing with the close of business on the New
York Stock Exchange and ending at the close of business for the next succeeding
Valuation Date.

VARIABLE ACCOUNT- A separate investment account of Nationwide Life Insurance
Company.





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                                TABLE OF CONTENTS

                                                                                         
GLOSSARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
SUMMARY OF THE POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
        Variable Life Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
        The Variable Account and its Sub-Accounts . . . . . . . . . . . . . . . . . . . . .  8
        The Fixed Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
        Deductions and Charges  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
        Premiums  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
NATIONWIDE LIFE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
THE VARIABLE ACCOUNT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
        Investments of the Variable Account . . . . . . . . . . . . . . . . . . . . . . . . 12
        Fidelity's Variable Insurance Products Fund . . . . . . . . . . . . . . . . . . . . 13
        Fidelity's Variable Insurance Products Fund II  . . . . . . . . . . . . . . . . . . 14
        Nationwide Separate Account Trust . . . . . . . . . . . . . . . . . . . . . . . . . 14
        Neuberger & Berman Advisers Management Trust  . . . . . . . . . . . . . . . . . . . 15
        Oppenheimer Variable Account Funds  . . . . . . . . . . . . . . . . . . . . . . . . 15
        Strong Variable Insurance Products Funds  . . . . . . . . . . . . . . . . . . . . . 16
        TCI Portfolios, Inc., member of the Twentieth Century Family of Mutual Funds  . . . 16
        Van Eck Worldwide Insurance Trust (Formerly Van Eck Investment Trust) . . . . . . . 17
        Reinvestment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
        Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
        Dollar Cost Averaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
        Substitution of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
        Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
INFORMATION ABOUT THE POLICIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
        Underwriting and Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
        -Minimum Requirements for Issuance of a Policy  . . . . . . . . . . . . . . . . . . 20
        -Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
        Allocation of Cash Value  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
        Short-Term Right to Cancel Policy . . . . . . . . . . . . . . . . . . . . . . . . . 21
POLICY CHARGES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
        Deductions from Premiums  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
        Surrender Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
        -Reductions to Surrender Charges  . . . . . . . . . . . . . . . . . . . . . . . . . 22
        Deductions from Cash Value  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
        -Monthly Cost of Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
        -Monthly Administrative Charge  . . . . . . . . . . . . . . . . . . . . . . . . . . 24
        Deductions from the Sub-Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . 24
HOW THE CASH VALUE VARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
        How the Investment Experience is Determined . . . . . . . . . . . . . . . . . . . . 24
        Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
        Valuation of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
        Determining the Cash Value  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
        Valuation Periods and Valuation Dates . . . . . . . . . . . . . . . . . . . . . . . 26
SURRENDERING THE POLICY FOR CASH  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
        Right to Surrender  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
        Cash Surrender Value  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26






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        Partial Surrenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
        Maturity Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
        Income Tax Withholding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
POLICY LOANS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
        Taking a Policy Loan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
        Effect on Investment Performance  . . . . . . . . . . . . . . . . . . . . . . . . . 27
        Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
        Effect on Death Benefit and Cash Value  . . . . . . . . . . . . . . . . . . . . . . 28
        Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
HOW THE DEATH BENEFIT VARIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
        Calculation of the Death Benefit  . . . . . . . . . . . . . . . . . . . . . . . . . 28
        Proceeds Payable on Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY  . . . . . . . . . . . . . . . . . . . . . . . 30
CHANGES OF INVESTMENT POLICY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
GRACE PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
        -First Five Policy Years  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
        -Policy Years Six and After . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
        -All Policy Years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
REINSTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
THE FIXED ACCOUNT OPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
CHANGES IN EXISTING INSURANCE COVERAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . 33
        Specified Amount Increases  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
        Specified Amount Decreases  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
        Changes in the Death Benefit Option . . . . . . . . . . . . . . . . . . . . . . . . 33
OTHER POLICY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
        Policy Owner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
        Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
        Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
        Incontestability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
        Error in Age or Sex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
        Suicide . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
        Nonparticipating Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
LEGAL CONSIDERATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
DISTRIBUTION OF THE POLICIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
CUSTODIAN OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
        Policy Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
        Taxation of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
        Other Considerations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
COMPANY MANAGEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
        Directors of the Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
        Executive Officers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . 39
OTHER CONTRACTS ISSUED BY THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
STATE REGULATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
REPORTS TO POLICY OWNERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
ADVERTISING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41






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LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
REGISTRATION STATEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
LEGAL OPINIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
APPENDIX 1  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
APPENDIX 2  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.





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THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE LIFE INSURANCE PROTECTION FOR
THE BENEFICIARY NAMED IN THE POLICY.  NO CLAIM IS MADE THAT THE POLICIES ARE IN
ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

                            SUMMARY OF THE POLICIES
VARIABLE LIFE INSURANCE

The variable life insurance Policies offered by Nationwide Life Insurance
Company (the "Company") are similar in many ways to fixed-benefit whole life
insurance.  As with fixed-benefit whole life insurance, the Owner of the Policy
pays a premium for life insurance coverage on the person insured.  Also like
fixed-benefit whole life insurance, the Policies may provide for a Cash
Surrender Value which is payable if the Policy is terminated during the
Insured's lifetime.  As with fixed-benefit whole life insurance, the Cash
Surrender Value during the early Policy years may be substantially lower than
the premiums paid.

However, the Policies differ from fixed-benefit whole life insurance in several
respects.  Unlike fixed-benefit whole life insurance, the death benefit and
Cash Value of the Policies may increase or decrease to reflect the investment
performance of the Variable Account sub-accounts or the Fixed Account to which
Cash Values are allocated (See "How the Death Benefit Varies").  There is no
guaranteed Cash Surrender Value (See "How the Cash Value Varies").  If the Cash
Surrender Value is insufficient to pay the Policy Charges, the Policy will
lapse without value.  Also, during the first five Policy Years, the total
premium payments less any existing Policy Indebtedness must be greater than or
equal to the Minimum Premium requirement in order for the Policy to continue in
force.  The Policies are designed to generally permit the payment of the
Guideline Single Premium in five annual installments for death benefit Option 1
and five annual Guideline Level Premiums under death benefit Option 2.

The Policies are designed to avoid classification as modified endowment
contracts under Section 7702A of the Internal Revenue Code (the "Code"), which
provides for taxation of surrenders, partial surrenders, loans, collateral
assignments and other pre-death distributions in the same way as annuities are
taxed.  Under certain conditions, a Policy may become a modified endowment
contract as a result of a material change or a reduction in benefits as defined
by the Code.  Excess premiums paid may also cause the Policy to become a
modified endowment contract.  The Company will monitor premiums paid and other
policy transactions and will notify the Policy Owner when the Policy's
non-modified endowment contract status is in jeopardy (See "Tax Matters").

THE VARIABLE ACCOUNT AND ITS SUB-ACCOUNTS
The Company places the Policy's Net Premiums in the Variable Account or the
Fixed Account at the time the Policy is issued.  The Policy Owner chooses the
sub-accounts of the Variable Account or the Fixed Account into which the Cash
Value will be allocated (See "Allocation of Cash Value").  Assets of each
sub-account are invested at net asset value in shares of a corresponding
underlying Mutual Fund option.  For a description of the underlying Mutual Fund
option and its investment objectives, see the "Investments of the Variable
Account" located in this prospectus.
THE FIXED ACCOUNT

The Fixed Account is funded by the assets of the Company's General Account.
Cash Values allocated to the Fixed Account are credited with interest daily at
a rate declared by the Company.  The interest





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rate declared is at the Company's sole discretion, but may never be less than
an effective annual rate of 4%.

DEDUCTIONS AND CHARGES
The Company deducts certain charges from the assets of the Variable Account and
the Cash Value of the Policy.  These charges are made for administrative and
sales expenses, state premium taxes, providing life insurance protection and
assuming the mortality and expense risks.  For a discussion of any charges
imposed by the underlying Mutual Fund options, see the prospectuses of the
respective underlying mutual funds.
The Company deducts a sales load from each premium payment received not to
exceed 3.5% of each premium payment.  (The Company may reduce this sales
loading at its sole discretion.)  The total sales load actually deducted from
any Policy will be equal to the sum of the 3.5% front-end sales load plus any
sales surrender charge that may be deducted from Policies that are surrendered.

The Company also deducts a charge for state premium taxes equal to 2.5% of all
premium payments.

The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day:

      1.     monthly cost of insurance; plus

      2.     monthly cost of any additional benefits provided by riders to the
             Policy; plus

      3.     a current administrative expense charge of $5.  This charge may be
             increased at the sole discretion of the Company but may not exceed
             $7.50.

The Company also deducts on a daily basis from the assets of the Variable
Account a charge to provide for mortality and expense risks.  This charge is
equal on an annual basis to 0.80% of the Variable Account assets.

For Policies which are surrendered during the first nine Policy Years, the
Company deducts a Surrender Charge.  This Surrender Charge is comprised of an
Underwriting Surrender Charge and a Sales Surrender Charge.  The initial
Surrender Charge varies by issue age, sex and underwriting classification and is
calculated based on the initial Specified Amount.  The following table
illustrates the initial Surrender Charge per $1,000 of initial Specified Amount
for Policies which are issued on a Standard basis.  (See Appendix 1 for specific
examples). Special guaranteed maximum Surrender Charges apply in Pennsylvania
(See Appendix 1).



     Issue         Male            Female          Male         Female
      Age       Non-Tobacco     Non-Tobacco      Standard      Standard
                                                    
       25          $5.878          $5.537         $6.680        $5.945
       35           7.260           6.712          8.559         7.373
       45          11.159          10.160         13.244        11.151
       55          15.275          13.375         18.373        14.686
       65          23.821          20.553         27.943        22.165

Underlying Mutual Fund shares are purchased at net asset value, which reflects
the deduction of investment management fees and certain other expenses.  The
management fees are charged by each underlying Mutual Fund's investment adviser
for managing the underlying Mutual Fund and selecting its portfolio of
securities.  Other underlying Mutual Fund expenses can include such items as
interest




                                       9
   11
expense on loans and contracts with transfer agents, custodians, and other
companies that provide services to the underlying Mutual Fund.  The management
fees and other expenses for each underlying Mutual Fund, for its most recently
completed fiscal year, expressed as a percentage of the underlying Mutual
Fund's average assets, are as follows:



                                            Management                             Total
                                               Fees         Other Expenses       Expenses
                                                                          
Fidelity VIP-Equity-Income                     0.52%             0.06%             0.58%
Portfolio
Fidelity VIP-Growth Portfolio                  0.62%             0.07%             0.69%
Fidelity VIP-High Income Portfolio             0.61%             0.10%             0.71%
Fidelity VIP-Overseas Portfolio                0.77%             0.15%             0.92%
Fidelity VIP-Asset Manager                     0.72%             0.07%             0.79%
Portfolio
NSAT-Capital Appreciation Fund                 0.50%             0.06%             0.56%
NSAT-Government Bond Fund                      0.50%             0.01%             0.51%
NSAT-Money Market Fund                         0.50%             0.04%             0.54%
NSAT-Total Return Fund                         0.50%             0.02%             0.52%
Neuberger & Berman Advisers                    0.79%             0.12%             0.91%
Management Trust-Growth Portfolio
Neuberger & Berman Advisers                    0.60%             0.13%             0.73%
Management Trust-Limited Maturity Bond
Portfolio
Oppenheimer-Bond Fund                          0.75%             0.06%             0.81%
Oppenheimer-Multiple Strategies                0.74%             0.05%             0.79%
Strong Discovery Fund II, Inc.                 1.00%             0.21%             1.21%
Strong Special Fund II, Inc.                   1.00%             0.10%             1.10%
TCI Portfolios-TCI Balanced                    1.00%             0.00%             1.00%
TCI Portfolios-TCI Growth                      1.00%             0.00%             1.00%
Van Eck-Worldwide Bond Fund                    0.75%             0.18%             0.93%
Van Eck-Gold and Natural Resources             0.75%             0.21%             0.96%


The underlying Mutual Fund expenses shown above are assessed at the underlying
Mutual Fund level and are not direct charges against the Variable Account or
reductions in Cash value.  These underlying Mutual Fund expenses are taken into
consideration in computing each underlying Mutual Fund's net asset value, which
is the share price used to calculate the Variable Account's unit value.  The
management fees and other expenses are more fully described in the prospectuses
for each individual underlying Mutual Fund.




                                       10
   12

PREMIUMS

The minimum Initial Premium for which a Policy may be issued is $2,000.  A
Policy may be issued to an insured up to age 75.

For a limited time, the Policy Owner has a right to cancel the Policy and
receive a full refund of premiums paid (See "Short-Term Right to Cancel
Policy").

The Initial Premium is due on the Policy Date.  It will be credited on the
initial investment date.  Any due and unpaid monthly deductions will be
subtracted from the Cash Value at this time.  Insurance will not be effective
until the Initial Premium is paid.  The Initial Premium is shown on the Policy
data page.

Premiums, other than the Initial Premium may be made at any time while your
Policy is in force subject to the limits described below.  During the first
five Policy Years, the total premium payments less any Policy Indebtedness must
be greater than or equal to the Minimum Premium in order for the Policy to
continue in force.  The Minimum Premium is equal to the monthly Minimum Premium
multiplied by the number of completed policy months.  The monthly Minimum
Premium is shown on the Policy data page.

We will send Scheduled Premium payment reminder notices to you.  We will send
them according to the premium mode shown on the Policy data page.

You may pay the Initial Premium to us at our home office or to an authorized
agent.  All premiums after the first are payable at our home office.  Premium
receipts will be furnished upon request.

Each premium must be at least equal to the monthly Minimum Premium.  The
Company reserves the right to require satisfactory evidence of insurability
before accepting any additional premium payment which results in any increase
in the net amount at risk.  Also, we will refund any portion of any premium
payment which is determined to be in excess of the premium limit established by
law to qualify your Policy as a contract for life insurance.  We may also
require that any existing Policy Indebtedness is repaid prior to accepting any
additional premium payments.

                       NATIONWIDE LIFE INSURANCE COMPANY
The Company is a stock life insurance company organized under the laws of the
State of Ohio in March, 1929.  The Company is a member of the Nationwide
Insurance Enterprise which includes Nationwide Mutual Insurance Company,
Nationwide Indemnity Company, Nationwide Mutual Fire Insurance Company,
Nationwide Life and Annuity Insurance Company, Nationwide Property and Casualty
Company, National Casualty Company, West Coast Life Insurance Company,
Scottsdale Indemnity Company and Nationwide General Insurance Company.  The
Company's home office is at One Nationwide Plaza, Columbus, Ohio 43216.
The Company offers a complete line of life insurance, including annuities and
accident and health insurance.  It is admitted to do business in all states,
the District of Columbia, and Puerto Rico (For additional information, see "The
Company").


                              THE VARIABLE ACCOUNT

The Variable Account was established by a resolution of the Company's Board of
Directors, on May 7,1987, pursuant to the provisions of Ohio law.  The Company
has caused the Variable Account to be registered with the Securities and
Exchange Commission as a unit investment trust pursuant to the





                                       11
   13

provisions of the Investment Company Act of 1940.  Such registration does not
involve supervision of the management of the Variable Account or the Company by
the Securities and Exchange Commission.

The Variable Account is a separate investment account of the Company and as
such, is not chargeable with the liabilities arising out of any other business
the Company may conduct.  The Company does not guarantee the investment
performance of the Variable Account.  The death benefit and Cash Value under
the Policy may vary with the investment performance of the investments in the
Variable Account (See "How the Death Benefit Varies" and "How the Cash Value
Varies").
Net Premium payments and Cash Value are allocated within the Variable Account
among one or more sub-accounts (See "Tax Matters").  The assets of each
sub-account are used to purchase shares of the underlying Mutual Funds
designated by the Policy Owner.  Thus, the investment performance of a Policy
depends upon the investment performance of the underlying Mutual Funds
designated by the Policy Owner.
INVESTMENTS OF THE VARIABLE ACCOUNT
At the time of application, the Policy Owner elects to have the Net Premiums
allocated among one or more of the Variable Account sub-accounts and the Fixed
Account (See "Allocation of Cash Value"). During the period in which the Policy
Owner may exercise his or her short-term right to cancel the Policy, all Net
Premiums not allocated to the Fixed Account are placed in the Nationwide
Separate Account Trust Money Market Fund sub-account.  At the end of this
period, the Cash Value in that sub-account will be transferred to the Variable
Account sub-accounts based on the underlying Mutual Fund allocation factors.
Any subsequent Net Premiums received after this period will be allocated based
on the underlying Mutual Fund allocation factors.

No less than 5% of Net Premiums may be allocated to any one sub-account or the
Fixed Account.  The Policy Owner may change the allocation of Net Premiums or
may transfer Cash Value from one sub-account to another, subject to such terms
and conditions as may be imposed by each underlying Mutual Fund option and as
set forth in this prospectus (See "Transfers", "Allocation of Cash Value" and
"Short-Term Right to Cancel Policy").

These underlying Mutual Fund options are available only to serve as the
underlying investment for variable annuity and variable life contracts issued
through separate accounts of life insurance companies which may or may not be
affiliated, also known as "mixed and shared funding."  There are certain risks
associated with mixed and shared funding, which are disclosed in the underlying
Mutual Funds' prospectuses.  A full description of the underlying Mutual Fund
options, their investment policies and restrictions, risks and charges are
contained in the prospectuses of the respective underlying Mutual Funds.

Each of the underlying Mutual Funds is a registered investment company which
receives investment advice from a registered investment adviser:
      1)     Fidelity Variable Insurance Products Fund, managed by Fidelity
             Management & Research Company;

      2)     Fidelity Variable Insurance Products Fund II, managed by Fidelity
             Management & Research Company;

      3)     The Nationwide Separate Account Trust, managed by Nationwide
             Financial Services, Inc.;





                                       12
   14

      4)     The Neuberger & Berman Advisers Management Trust, managed by
             Neuberger & Berman Management Incorporated;

      5)     Oppenheimer Variable Account Funds, managed by Oppenheimer
             Management Corporation;

      6)     Strong Variable Insurance Products Funds, managed by
             Strong/Corneliuson Capital Management, Inc.;

      7)     TCI Portfolios, Inc., managed by Investors Research Corporation,
             an affiliate of Twentieth Century Companies; and,
      8)     Van Eck Worldwide Insurance Trust (Formerly Van Eck Investment
             Trust), managed by Van Eck Associates Corporation.

A summary of investment objectives is contained in the description of each
underlying Mutual Fund option below.  More detailed information may be found in
the current prospectus for each underlying Mutual Fund.  A prospectus for the
underlying Mutual Fund option(s) being considered must accompany this
prospectus and should be read in conjunction herewith.
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND

The Fund is an open-end, diversified, management investment company organized
as a Massachusetts business trust on November 13, 1981.  The Fund's shares are
purchased by insurance companies to fund benefits under variable insurance and
annuity policies.  FMR is the Fund's manager.

- -     HIGH INCOME PORTFOLIO

      Investment Objective:  To obtain a high level of current income by
      investing primarily in high-risk, high-yielding, lower-rated,
      fixed-income securities, while also considering growth of capital.  The
      Fund's manager will seek high current income normally by investing the
      Fund's assets as follows:

      -      at least 65% in income-producing debt securities and preferred
             stocks, including convertible securities, zero coupon securities,
             and mortgage-backed and asset-backed securities;

      -      up to 20% in common stocks and other equity securities when
             consistent with the Fund's primary objective or acquired as part
             of a unit combining fixed-income and equity securities.

Higher yields are usually available on securities that are lower-rated or that
are unrated.  Lower-rated securities are usually defined as Ba or lower by
Moody's; BB or lower by Standard & Poor's and may be deemed to be of a
speculative nature.  The Fund's may also purchase lower-quality bonds such as
those rated Ca3 by Moody's or C- by Standard & Poor's which provide poor
protection for payment of principal and interest (commonly referred to as "junk
bonds").  For a further discussion of lower-rated securities, please see the
"Risks of Lower-Rated Debt Securities" section of the Fund's prospectus.

- -     EQUITY-INCOME PORTFOLIO

      Investment Objective:  To seek reasonable income by investing primarily
      in income-producing equity securities.  In choosing these securities FMR
      also will consider the potential for capital appreciation.  The
      Portfolio's goal is to achieve a yield which exceeds the composite yield
      on the securities comprising the Standard & Poor's 500 Composite Stock
      Price Index.





                                       13
   15

- -     GROWTH PORTFOLIO

      Investment Objective:  Seeks to achieve capital appreciation.  This
      Portfolio will invest in the securities of both well-known and
      established companies, and smaller, less well-known companies which may
      have a narrow product line or whose securities are thinly traded.  These
      latter securities will often involve greater risk than may be found in
      the ordinary investment security.  FMR's analysis and expertise plays an
      integral role in the selection of securities and, therefore, the
      performance of the Portfolio.  Many securities which FMR believes would
      have the greatest potential may be regarded as speculative, and
      investment in the Portfolio may involve greater risk than is inherent in
      other mutual funds.  It is also important to point out that the Portfolio
      makes most sense for you if you can afford to ride out changes in the
      stock market, because it invests primarily in common stocks.  FMR also
      can make temporary investments in securities such as investment-grade
      bonds, high-quality preferred stocks and short-term notes, for defensive
      purposes when it believes market conditions warrant.

- -     OVERSEAS PORTFOLIO

      Investment Objective:  To seek long term growth of capital primarily
      through investments in foreign securities.  The Overseas Portfolio
      provides a means for investors to diversify their own portfolios by
      participating in companies and economies outside of the United States.

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II

The Fund is an open-end, diversified, management investment company organized
as a Massachusetts business trust on March 21, 1988.  The fund's shares are
purchased by insurance companies to fund benefits under variable insurance and
annuity policies.  Fidelity Management and Research Company (FMR) is the Fund's
manager.

- -     ASSET MANAGER PORTFOLIO

      Investment Objective:  To seek to obtain high total return with reduced
      risk over the long-term by allocating its assets among domestic and
      foreign stocks, bonds and short-term fixed income instruments.

NATIONWIDE SEPARATE ACCOUNT TRUST

Nationwide Separate Account Trust (the "Trust") is a diversified open-end
management investment company organized under the laws of Massachusetts, by a
Declaration of Trust, dated June 30, 1981, as subsequently amended.  The Trust
offers shares in the four separate Funds listed below, each with its own
investment objectives.  Currently, shares of the Trust will be sold only to
life insurance company separate accounts to fund the benefits under variable
insurance or annuity policies issued by life insurance companies. The assets of
the Trust are managed by Nationwide Financial Services, Inc., of One Nationwide
Plaza, Columbus, Ohio 43216, a wholly-owned subsidiary of Nationwide Life
Insurance Company.

- -     CAPITAL APPRECIATION FUND

      Investment Objective:  The Fund is designed for investors who are
      interested in long-term growth.  The Fund seeks to meet its objective
      primarily through a diversified portfolio of the common stock of
      companies which the investment manager determines have a
      better-than-average potential for sustained capital growth over the long
      term.





                                       14
   16

- -     MONEY MARKET FUND

      Investment Objective:  To seek as high a level of current income as is
      considered consistent with the preservation of capital and liquidity by
      investing primarily in money market instruments.

- -     GOVERNMENT BOND FUND

      Investment Objective:  To provide as high a level of income as is
      consistent with capital preservation through investing primarily in bonds
      and securities issued or backed by the U.S. Government, its agencies or
      instrumentalities.

- -     TOTAL RETURN FUND

      Investment Objective:  To obtain a reasonable long-term total return
      (i.e., earnings growth plus potential dividend yield) on invested capital
      from a flexible combination of current return and capital gains through
      investments in common stocks, convertible issues, money market
      instruments and bonds with a primary emphasis on common stocks.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

Neuberger & Berman Advisers Management Trust is an open-end diversified
management investment company established as a Massachusetts business trust on
December 14, 1983.  Shares of the Trust are offered in connection with certain
variable annuity contracts and variable life insurance policies issued through
life insurance company separate accounts and are also offered to qualified
pension and retirement plans outside of the separate account context.  The
investment adviser is Neuberger & Berman Management Incorporated.

- -     LIMITED MATURITY BOND PORTFOLIO

      Investment Objective:  To provide the high level of current income,
      consistent with low risk to principal and liquidity.  As a secondary
      objective, it also seeks to enhance its total return through capital
      appreciation when market factors, such as falling interest rates and
      rising bond prices, indicate that capital appreciation may be available
      without significant risk to principal.  It seeks to achieve its
      objectives through investments in a diversified portfolio of limited
      maturity debt securities.

- -     GROWTH PORTFOLIO

      Investment Objective:  The Portfolio seeks capital growth through
      investments in common stocks of companies that the investment adviser
      believes will have above average earnings or otherwise provide investors
      with above average potential for capital appreciation.  To maximize this
      potential, the investment adviser may also utilize, from time to time,
      securities convertible into common stocks, warrants and options to
      purchase such stocks.

OPPENHEIMER VARIABLE ACCOUNT FUNDS

The Oppenheimer Variable Account Funds is an open-ended, diversified management
investment company organized as a Massachusetts business trust in 1984.  Shares
of the Funds are sold only to provide benefits under variable life insurance
policies and variable annuity contracts.  Oppenheimer Management Corporation is
the Funds' Investment advisor.





                                       15
   17

- -     BOND FUND

      Investment Objective:  Primarily to seek a high level of current income
      from investment in high yield fixed-income securities rated "Baa" or
      better by Moody's or "BBB" or better by Standard & Poor's.  Secondarily,
      the Fund seeks capital growth when consistent with its primary objective.

- -     MULTIPLE STRATEGIES FUND

      Investment Objective:  To seek a total investment return (which includes
      current income and capital appreciation in the value of its shares) from
      investments in common stocks and other equity securities, bonds and other
      debt securities, and "money market" securities.

STRONG VARIABLE INSURANCE PRODUCTS FUNDS

The Strong Variable Insurance Products Funds are diversified, open-end
management investment companies, commonly called mutual funds.  Strong Special
Fund II, Inc. ("Special Fund II") and Strong Discovery Fund II, Inc.
("Discovery Fund II") were separately incorporated in Wisconsin on December 28,
1990.  Shares of the Funds may only be purchased by the separate accounts of
insurance companies for the purpose of funding variable annuity and variable
life insurance contracts.  Strong/Corneliuson Capital Management, Inc. is the
investment advisor for each of the Funds.

- -     SPECIAL FUND II, INC.

      Investment Objective:  To seek capital appreciation through investments
      in a diversified portfolio of equity securities.

- -     DISCOVERY FUND II, INC.

      Investment Objective:  To seek maximum capital appreciation through
      investments in a diversified portfolio of securities.

TCI PORTFOLIOS, INC., MEMBER OF THE TWENTIETH CENTURY FAMILY OF MUTUAL FUNDS

TCI Portfolios, Inc. was organized as a Maryland corporation in 1987.  It is a
diversified, open-end management company, designed only to provide investment
vehicles for variable annuity and variable life insurance products of insurance
companies.  A member of the Twentieth Century Family of Mutual Funds, TCI
Portfolios is managed by Investors Research Corporation.

- -     TCI BALANCED

      Investment Objective:  Capital growth and current income.  The fund will
      seek to achieve its objective by maintaining approximately 60% of the
      assets of the fund in common stocks (including securities convertible
      into common stocks and other equity equivalents) that are considered by
      management to have better-than-average prospects for appreciation and
      approximately 40% in fixed income securities.  A minimum of 25% of the
      fixed income portion of the fund will be invested in fixed income senior
      securities.  There can be no assurance that the Fund will achieve its
      investment objective.

- -     TCI GROWTH

      Investment Objective:  Capital growth.  The fund will seek to achieve its
      objective by investing in common stocks (including securities convertible
      into common stocks and other equity equivalents) that meet certain
      fundamental and technical standards of selection and have, in the opinion
      of the fund's investment manager, better than average potential for
      appreciation.  The





                                       16
   18

      fund tries to stay fully invested in such securities, regardless of the
      movement of stock prices generally.

      The fund may invest in cash and cash equivalents temporarily or when it
      is unable to find common stocks meeting its criteria of selection.  It
      may purchase securities only of companies that have a record of at least
      three years continuous operation.  There can be no assurance that the
      Fund will achieve its investment objective.

      (Although the Statement of Additional Information concerning TCI
      Portfolios, Inc., refers to redemptions of securities in kind under
      certain conditions, all surrendering or redeeming Contract Owners will
      receive cash from the Company.)
VAN ECK WORLDWIDE INSURANCE TRUST (FORMERLY VAN ECK INVESTMENT TRUST)

Van Eck Worldwide Insurance Trust is an open-end management investment company
organized as a "business trust" under the laws of the Commonwealth of
Massachusetts on January 7, 1987.  Shares of the Trust are offered only to
separate accounts of various insurance companies to fund benefits of variable
insurance and annuity policies.  The assets of the Trust are managed by Van Eck
Associates Corporation.
- -     GOLD AND NATURAL RESOURCES FUND

      Investment Objective:  To seek long-term capital appreciation by
      investing in equity and debt securities of companies engaged in the
      exploration, development, production and distribution of gold and other
      natural resources, such as strategic and other metals, minerals, forest
      products, oil, natural gas and coal.  Current income is not an objective.
- -     WORLDWIDE BOND FUND (FORMERLY GLOBAL BOND FUND)

      Investment Objective:  To seek high total return through a flexible
      policy of investing globally, primarily in debt securities.

REINVESTMENT

The underlying Mutual Fund options described above have as a policy the
distribution of dividends in the form of additional shares (or fractions
thereof) of the underlying Mutual Funds.  The distribution of additional shares
will not affect the number of Accumulation Units attributable to a particular
Policy (See "Allocation of Cash Value").
TRANSFERS

The Policy Owner may request a transfer of up to 100% of the Cash Value from
the Variable Account to the Fixed Account.  The Policy Owner's Cash Value in
each sub-account will be determined as of the date the transfer request is
received in the home office in good order.  The Company reserves the right to
restrict transfers to the Fixed Account to 25% of the Cash Value.

The Policy Owner may annually transfer a portion of the value of the Fixed
Account to the Variable Account and a portion of the Variable Account to the
Fixed Account, without penalty or adjustment.  The Company reserves the right
to limit the amount of Cash Value transferred out of the Fixed Account each
Policy Year.  Transfers from the Fixed Account must be made within 30 days
after the termination date of the interest rate guarantee period.
Transfers among the sub-accounts may be made once per Valuation Date and may be
made either in writing or, in states allowing such transfers, by telephone.
The Company will employ reasonable




                                       17
   19
procedures to confirm that instructions communicated by telephone are
genuine. Such procedures may include any or all of the following, or such other
procedures as the Company may, from time to time, deem reasonable:  requesting
identifying information, such as name, contract number, Social Security number,
and/or personal identification number; tape recording all telephone
transactions; and providing written confirmation thereof to both the Policy
owner and any agent of record at the last address of record.  Although failure
to follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers, the Company will
not be liable for following instructions communicated by telephone which it
reasonably believes to be genuine.  Any losses incurred pursuant to actions
taken by the Company in reliance on telephone instructions reasonably believed
to be genuine shall be borne by the Company.  The Company may withdraw the
telephone exchange privilege upon 30 days written notice to Policy Owners.

Policy Owners who have entered into a Dollar Cost Averaging Agreement with the
Company (See "Dollar Cost Averaging" below) may transfer from the Fixed Account
to the Variable Account under the terms of that agreement.

DOLLAR COST AVERAGING

The Policy Owner may direct the Company to automatically transfer from the
Money Market sub-account, Fixed Account, or the Limited Maturity Bond Portfolio
sub-account to any other sub-account within the Variable Account on a monthly
basis.  This service is intended to allow the Policy Owner to utilize Dollar
Cost Averaging, a long-term investment program which provides for regular,
level investments over time.  The Company makes no guarantees that Dollar Cost
Averaging, will result in a profit or protect against loss in a declining
market.  To qualify for Dollar Cost Averaging, there must be a minimum total
Cash Value, less policy indebtedness, of $15,000.  Transfers for purposes of
Dollar Cost Averaging can only be made from the Money Market sub-account, Fixed
Account, or the Limited Maturity Bond Portfolio sub-account.  The minimum
monthly Dollar Cost Averaging transfer is $100.  In addition, Dollar Cost
Averaging monthly transfers from the Fixed Account must be equal to or less
than 1/30th of the Fixed Account value when the Dollar Cost Averaging program
is requested.  Transfers out of the Fixed Account, other than for Dollar Cost
Averaging, may be subject to certain additional restrictions (See "Transfers").
A written election of this service, on a form provided by the Company, must be
completed by the Policy Owner in order to begin transfers.  Once elected,
transfers from the Money Market sub-account, Fixed Account, or the Limited
Maturity Bond Portfolio sub-account will be processed monthly until either the
value in the Money Market sub-account, Fixed Account, or the Limited Maturity
Bond Portfolio sub-account is completely depleted or the Policy Owner instructs
the Company in writing to cancel the monthly transfers.

The Company reserves the right to discontinue offering Dollar Cost Averaging
upon 30 days' written notice to Policy Owners however, any such discontinuation
would not affect Dollar Cost Averaging programs already commenced.  The Company
also reserves the right to assess a processing fee for this service.

SUBSTITUTION OF SECURITIES
If shares of the above underlying Mutual Fund options should no longer be
available for investment by the Variable Account or, if in the judgment of the
Company's management further investment in such underlying Mutual Funds should
become inappropriate in view of the purposes of the Policy, the Company may
substitute shares of another underlying Mutual Fund for shares already
purchased or to be purchased in the future by Net Premium payments under the
Policy.  No substitution of securities in




                                       18
   20

the Variable Account may take place without prior approval of the Securities
and Exchange Commission, and under such requirements as it and any state
insurance department may impose.

VOTING RIGHTS

Voting rights under the Policies apply only with respect to Cash Value
allocated to the sub-accounts of the Variable Account.
In accordance with its view of present applicable law, the Company will vote
the shares of the underlying Mutual Funds held in the Variable Account at
regular and special meetings of the shareholders of the underlying mutual funds
in accordance with instructions received from Policy Owners.  However, if the
Investment Company Act of 1940 or any regulation thereunder should be amended
or if the present interpretation thereof should change, and as a result the
Company determines that it is permitted to vote the shares of the underlying
Mutual Funds in its own right, the Company may elect to do so.

The Policy Owner shall have the voting interest under a Policy.  The number of
shares in each sub-account for which the Policy Owner may give voting
instructions is determined by dividing any portion of the Policy's Cash Value
derived from participation in that underlying Mutual Fund by the net asset
value of one share of that underlying Mutual Fund.

The number of shares which a person has a right to vote will be determined as
of a date chosen by the Company, but not more than 90 days prior to the meeting
of the underlying Mutual Fund.  Voting instructions will be solicited by
written communication prior to such meeting.

The Company will vote underlying Mutual Fund shares in accordance with
instructions received from the Policy Owners. Underlying Mutual Fund shares
held by the Company or by the Variable Account as to which no timely
instructions are received will be voted by the Company in the same proportion
as the voting instructions which are received.
Each person having a voting interest in the Variable Account will receive
periodic reports relating to investments of the Variable Account, the Funds'
proxy material and a form with which to give such voting instructions.
Notwithstanding contrary Policy Owner voting instructions, the Company may vote
underlying Mutual Fund shares in any manner necessary to enable the underlying
Mutual Fund to: (1) make or refrain from making any change in the investments
or investment policies for any of the underlying Mutual Fund options, if
required by an insurance regulatory authority; (2) refrain from making any
change in the investment policies or any investment adviser or principal
underwriter of any portfolio which may be initiated by Policy Owners or the
underlying Mutual Fund's Board of Directors, provided the Company's disapproval
of the change is reasonable and, in the case of a change in the investment
policies or investment adviser, based on a good faith determination that such
change would be contrary to state law or otherwise inappropriate in light of
the portfolio's objective and purposes; or (3) enter into or refrain from
entering into any advisory agreement or underwriting contract, if required by
any insurance regulatory authority.




                                       19
   21

                         INFORMATION ABOUT THE POLICIES

UNDERWRITING AND ISSUANCE

- -Minimum Requirements for Issuance of a Policy
The Policies are designed to generally permit the payment of the Guideline
Single Premium in five annual installments for death benefit Option 1 and five
annual Guideline Level Premiums under death benefit Option 2.  At issue, the
Policy Owner selects a Scheduled Premium level.  This Scheduled Premium is used
to determine the initial Specified Amount.  The minimum Scheduled Premium is
$2,000.  Policies may be issued to Insureds with issue ages 75 or younger.
Before issuing any Policy, the Company requires satisfactory evidence of
insurability which may include a medical examination.
- -Premium Payments

The Initial Premium for a Policy is payable in full at the Company's home
office.  The effective date of insurance coverage and is dependent upon
completion of all underwriting requirements, payment of the Initial Premium,
and delivery of the Policy while the Insured is still living.

Premiums, other than the Initial Premium, may be made at any time while the
Policy is in force subject to the limits described below.  During the first 5
Policy Years, the total premium payments less any Policy Indebtedness must be
greater than or equal to the Minimum Premium requirement in order for the
Policy to continue in force.  The Minimum Premium requirement is equal to the
monthly Minimum Premium multiplied by the number of completed policy months.
The monthly Minimum Premium is shown on the Policy data page.

Each premium payment must be at least equal to the monthly Minimum Premium.
Additional premium payments may be made at any time while the Policy is in
force.  However, the Company reserves the right to require satisfactory
evidence of insurability before accepting any additional premium payment which
results in an increase in the net amount at risk.  Also, the Company will
refund any portion of any premium payment which is determined to be in excess
of the premium limit established by law to qualify the Policy as a contract for
life insurance.  The Company may also require that any existing Policy
Indebtedness is repaid prior to accepting any additional premium payments.
Additional premium payments or other changes to the contract, may jeopardize
the Policy's non-modified endowment contract status.  The Company will monitor
premiums paid and other policy transactions and will notify the Policy Owner
when non-modified endowment contract status is in jeopardy by such additional
premiums (See "Tax Matters").

ALLOCATION OF CASH VALUE
At the time a Policy is issued, its Cash Value will be based on the Nationwide
Separate Account Trust Money Market Fund sub-account value or the Fixed Account
as if the Policy had been issued and the Initial Net Premium invested on the
date such premium was received in good order by the Company.  When the Policy
is issued, the Net Premiums will be allocated to the Nationwide Separate
Account Trust Money Market Fund sub-account (for any Net Premiums allocated to
a sub-account on the Application) or the Fixed Account until the expiration of
the period in which the Policy Owner may exercise his or her short-term right
to cancel the Policy.  Net Premiums not designated for the Fixed Account will
be placed in the Nationwide Separate Account Trust Money Market Sub-Account.
At the expiration of the period in which the Policy Owner may exercise his or
her short term right to cancel the Policy, shares of the underlying Mutual Fund
options specified by the Policy Owner are purchased at net asset value for the
respective sub-account(s).  The Policy Owner may change the allocation of Net




                                       20
   22
Premiums or may transfer Cash Value from one sub-account to another, subject to
such terms and conditions as may be imposed by each underlying Mutual Fund
option and as set forth in the prospectus.  Net Premiums allocated to the Fixed
Account at the time of application may not be transferred prior to the first
Policy Anniversary (See "Transfers" and "Investments of the Variable Account").
The designation of investment allocations will be made by the prospective
Policy Owner at the time of application for a Policy.  The Policy Owner may
change the way in which future Net Premiums are allocated by giving written
notice to the Company.  All percentage allocations must be in whole numbers,
and must be at least 5%.  The sum of allocations must equal 100%.

SHORT-TERM RIGHT TO CANCEL POLICY

A Policy may be returned for cancellation and a full refund of premium within
10 days after the Policy is received, within 45 days after the application for
insurance is signed, or within 10 days after the Company mails or delivers a
Notice of Right of Withdrawal, whichever is latest.  The Policy can be mailed
or delivered to the registered representative who sold it, or to the Company.
Immediately after such mailing or delivery, the Policy will be deemed void from
the beginning.  The Company will refund the total premiums paid within seven
days after it receives the Policy.

                                 POLICY CHARGES

DEDUCTIONS FROM PREMIUMS

The Company deducts a sales load from each premium payment received not to
exceed 3.5% of each premium payment.  (The Company may reduce this sales
loading at its sole discretion.)  The total sales load actually deducted from
any Policy will be equal to the sum of the 3.5% front-end sales load plus any
sales surrender charge that may be deducted from Policies that are surrendered.
The Company also pays any state premium taxes attributable to a particular
policy when incurred by the Company.  The Company expects to pay an average
state premium tax rate of approximately 2.5% of premiums for all states,
although such tax rates generally can range from 0% to 4%.  To reimburse the
Company for the payment of state premium taxes associated with the Policies,
the Company deducts a charge for state premium taxes equal to 2.5% of all
premium payments received.  This charge may be more or less than the amount
actually assessed by the state in which a particular Policy Owner lives.  The
Company does not expect to make a profit from this charge.
SURRENDER CHARGES

The Company will deduct a Surrender Charge from the Policy's Cash Value for any
Policy surrendered during the first nine Policy Years.  The initial Surrender
Charge varies by issue age, sex and underwriting classification and is
calculated based on the initial Specified Amount.  The following table
illustrates the initial Surrender Charge per $1,000 of initial Specified Amount
for Policies which are issued on a standard basis (See Appendix 1 for specific
examples).  Special guaranteed maximum Surrender Charges apply in Pennsylvania
(See Appendix 1).





                                       21
   23



     Issue           Male            Female          Male          Female
      Age        Non-Tobacco      Non-Tobacco      Standard       Standard
      ---        -----------      -----------      --------       --------
                                                       
       25          $5.878           $5.537          $6.680         $5.945
       35           7.260            6.712           8.559          7.373
       45          11.159           10.160          13.244         11.151
       55          15.275           13.375          18.373         14.686
       65          23.821           20.553          27.943         22.165


The Surrender Charge is comprised of two components:  an underwriting surrender
charge and sales surrender charge.  The underwriting surrender charge varies by
issue age in the following manner:



                   Issue               Charge per $1,000 of
                    Age              Initial Specified Amount
                   -----             ------------------------
                                           
                    0-39                      $3.50
                   40-59                      $5.00
                   60-75                      $6.50


The underwriting surrender charge is designed to cover the administrative
expenses associated with underwriting and issuing the Policy, including the
costs of processing applications, conducting medical exams, determining
insurability and the Insured's underwriting class, and establishing policy
records.  The Company does not expect to profit from the underwriting surrender
charges.  The Surrender Charge may be insufficient to recover certain expenses
related to the sale of the Policies.  Unrecovered expenses are born by the
company's general assets which may include profits, if any, from mortality and
expense risk charges (See "Deductions from the Sub-Accounts").  Additional
premiums and/or income earned on assets in the Variable Account or partial
surrenders have no effect on these charges.  The remainder of the Surrender
Charge which is not attributable to the underwriting surrender charge component
represents the sales surrender charge component.  The purpose of the sales
surrender charge component is to reimburse the Company for some of the expenses
incurred in the distribution of the Policies.  The Company also deducts 3.5% of
each premium for sales load (See "Deductions from Premiums").

- -Reductions to Surrender Charges

The Surrender Charges are reduced in subsequent Policy Years in the following
manner:



                   Surrender Charge                        Surrender Charge
  Completed       as a % of Initial        Completed      as a % of Initial
Policy Years      Surrender Charges      Policy Years     Surrender Charges
- ------------      -----------------      ------------     -----------------
                                                        
      0                  100%                  5                 85%
      1                  100%                  6                 80%
      2                  100%                  7                 75%
      3                   95%                  8                 50%
      4                   90%                  9+                 0%


Special guaranteed maximum Surrender Charges apply in Pennsylvania (See
Appendix 1).





                                       22
   24

DEDUCTIONS FROM CASH VALUE

The Company also deducts the following charges from the Policy's Cash Value on
the Policy Date and each subsequent Monthly Anniversary Day:

      1.     monthly cost of insurance charges; plus

      2.     monthly cost of any additional benefits provided by Riders; plus

      3.     monthly administrative expense charge.

These deductions will be charged proportionately to the Cash Value in each
Variable Account sub-account and the Fixed Account.

- -Monthly Cost of Insurance

The monthly cost of insurance charge for each policy month is determined by
multiplying the monthly cost of insurance rate by the net amount at risk.  The
net amount at risk is the difference between the death benefit and the Policy's
Cash Value, each calculated at the beginning of the policy month.

If death benefit Option 1 is in effect and there have been increases in the
Specified Amount, then the Cash Value shall first be considered a part of the
initial Specified Amount.  If the Cash Value exceeds the initial Specified
Amount, it shall then be considered a part of the additional increases in
Specified Amount resulting from the increases in the order of the increases.

Monthly cost of insurance rates will not exceed those guaranteed in the Policy.
Guaranteed cost of insurance rates for Policies issued on a simplified basis
are based on the 1980 Commissioners Extended Term Mortality Table, Age Last
Birthday (1980 CET).  Guaranteed cost of insurance rates for Policies issued on
a preferred basis are based on the 1980 Commissioners Standard Ordinary
Mortality Table, Age Last Birthday (1980 CSO).  Guaranteed cost of insurance
rates for Policies issued on a substandard basis are based on appropriate
percentage multiples of the 1980 CSO.  These mortality tables are sex distinct.
In addition, separate mortality tables will be used for standard and
non-tobacco.

For Policies issued in Texas, guaranteed cost of insurance rates for
Standard-Simplified issues ("Special Class-Simplified" in Texas) are based on
130% of the 1980 Commissioners Standard Ordinary Mortality Table, Age Last
Birthday (1980 CSO).

The rates for Policies issued on a simplified or preferred basis will not
exceed the rates in the appropriate table.  The cost of insurance rates per
$1,000 of net amount at risk is less for Policies issued on a preferred basis
as compared to a simplified basis.

The rate class of an Insured may affect the cost of insurance rate.  The
Company currently places Insureds into both standard rate classes and
substandard classes that involve a higher mortality risk.  In an otherwise
identical Policy, an Insured in the standard rate class will have a lower cost
of insurance than an Insured in a rate class with higher mortality risks.  The
Company may also issue certain Policies on a 'Simplified Issue' basis to
certain categories of individuals.  Due to the underwriting criteria
established for Policies issued on a Simplified Issue basis, actual rates for
healthy individuals will be higher than the current cost of insurance rates
being charged under otherwise identical Policies that are issued on a Preferred
basis.





                                       23
   25

- -Monthly Administrative Charge

The Company deducts a monthly Administrative Expense Charge to reimburse it for
certain expenses related to maintenance of the Policies, accounting and record
keeping and periodic reporting to Policy Owners.  This charge is designed only
to reimburse the Company for certain actual administrative expenses.  The
Company does not expect to recover from this charge any amount in excess of
aggregate maintenance expenses.  Currently, this charge is $5 per month.  The
Company may at its sole discretion increase this charge.  However, the Company
guarantees that this charge will never exceed $7.50 per month.

DEDUCTIONS FROM THE SUB-ACCOUNTS

The Company assumes certain risks for guaranteeing the mortality and expense
charges.  The mortality risk assumed under the Policies is that the Insured may
not live as long as expected.  The expense risk assumed is that the actual
expenses incurred in issuing and administering the Policies may be greater than
expected.  In addition, the Company assumes risks associated with the
non-recovery of policy issue, underwriting and other administrative expenses
due to Policies which lapse or are surrendered in the early Policy Years.

To compensate the Company for assuming these risks associated with the
Policies, the Company deducts a daily Mortality and Expense Risk Charge from
the assets of the sub-accounts of the Variable Account.  This charge is
equivalent to an annual effective rate of 0.80% of the daily net assets of the
Variable Account.  To the extent that future levels of mortality and expenses
are less than or equal to those expected, the Company may realize a profit from
this charge.  The Surrender Charge may be insufficient to recover certain
expenses related to the sale of the Policies.  Unrecovered expenses are born by
the Company's general assets which may include profits, if any, from mortality
and expense risk charges (See "Surrender Charges").

The Company does not currently assess any charge for income taxes incurred by
the Company as a result of the operations of the sub-accounts of the Variable
Account (See "Taxation of the Company").  The Company reserves the right to
assess a charge for such taxes against the Variable Account if the Company
determines that such taxes will be incurred.

                           HOW THE CASH VALUE VARIES

On any date during the Policy Year, the Cash Value equals the Cash Value on the
preceding Valuation Date, plus any Net Premium applied since the previous
Valuation Date, minus any partial surrenders, plus or minus any investment
results, and less any Policy Charges.

There is no guaranteed Cash Value.  The Cash Value will vary with the
investment experience of the Variable Account and/or the daily crediting of
interest in the Fixed Account and Policy Loan Account depending on the
allocation of Cash Value by the Policy Owner.

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

The Cash Value in each sub-account is converted to Accumulation Units of that
sub-account.  The conversion is accomplished by dividing the amount of Cash
Value allocated to a sub-account by the value of an Accumulation Unit for the
sub-account of the Valuation Period during which the allocation occurs.





                                       24
   26

The value of an Accumulation Unit for each sub-account was arbitrarily set
initially at $10 when the mutual fund shares in that sub-account were
available for purchase.  The value for any subsequent Valuation Period is
determined by multiplying the Accumulation Unit value for each sub-account for
the immediately preceding Valuation Period by the Net Investment Factor for the
sub-account during the subsequent Valuation Period.  The value of an
Accumulation Unit may increase or decrease from Valuation Period to Valuation
Period.  The number of Accumulation Units will not change as a result of
investment experience.

NET INVESTMENT FACTOR

The Net Investment Factor for any Valuation Period is determined by dividing
(a) by (b) and subtracting (c) from the result where:

(a)   is the net of:

      (1)    the net asset value per share of the underlying Mutual Fund held
             in the sub-account determined at the end of the current Valuation
             Period, plus

      (2)    the per share amount of any dividend or capital gain distributions
             made by the underlying Mutual Fund held in the sub-account if the
             "ex-dividend" date occurs during the current Valuation Period.

(b)   is the net asset value per share of the underlying Mutual Fund held in
      the sub-account determined at the end of the immediately preceding
      Valuation Period.

(c)   is a factor representing the daily Mortality and Expense Risk Charge
      deducted from the Variable Account.  Such factor is equal to an annual
      rate of .80% of the daily net asset value of the Variable Account.

For underlying Mutual Fund options that credit dividends on a daily basis and
pay such dividends once a month, the Net Investment Factor allows for the
monthly reinvestment of these daily dividends.

The Net Investment Factor may be greater or less than one; therefore, the value
of an Accumulation Unit may increase or decrease.  It should be noted that
changes in the Net Investment Factor may not be directly proportional to
changes in the net asset value of underlying Mutual Fund shares, because of the
deduction for Mortality and Expense Risk Charge, and any charge or credit for
tax reserves.

VALUATION OF ASSETS

Underlying Mutual Fund shares in the Variable Account will be valued at their
net asset value.

DETERMINING THE CASH VALUE

The sum of the value of all Variable Account Accumulation Units attributable to
the Policy and amounts credited to the Fixed Account is the Cash Value.  The
number of Accumulation Units credited per each sub-account are determined by
dividing the net amount allocated to the sub-account by the Accumulation Unit
Value for the sub-account for the Valuation Period during which the premium is
received by the Company.  In the event part or all of the Cash Value is
surrendered or changes or deductions are made against the Cash Value, an
appropriate number of Accumulation Units from the Variable Account and an
appropriate amount from the Fixed Account will be deducted in the same
proportion that the Policy Owner's interest in the Variable Account and the
Fixed Account bears to the total Cash Value.





                                       25
   27

The Cash Value in the Fixed Account and the Policy Loan Account is credited
with interest daily at an effective annual rate which the Company periodically
declares.  The annual effective rate will never be less than 4%.  Upon request,
the Company will inform the Policy Owner of the then applicable rates for each
account.

VALUATION PERIODS AND VALUATION DATES

A Valuation Period is the period commencing at the close of business on the New
York Stock Exchange and ending at the close of business for the next succeeding
Valuation Date.  A Valuation Date is each day that the New York Stock Exchange
and the Company's home office are open for business or any other day during
which there is sufficient degree of trading that the current net asset value of
the Accumulation Units might be materially affected.

                        SURRENDERING THE POLICY FOR CASH

RIGHT TO SURRENDER

The Policy Owner may surrender the Policy in full at any time while the Insured
is living and receive its Cash Surrender Value.  The cancellation will be
effective as of the date the Company receives a proper written request for
cancellation and the Policy. Such written request must be signed and, where
permitted, the signature guaranteed by a member firm of the New York, American,
Boston, Midwest, Philadelphia or Pacific Stock Exchange, or by a Commercial
Bank or a Savings and Loan, which is a member of the Federal Deposit Insurance
Corporation.  In some cases, the Company may require additional documentation
of a customary nature.

CASH SURRENDER VALUE

The Cash Surrender Value increases or decreases daily to reflect the investment
experience of the Variable Account and the daily crediting of interest in the
Fixed Account and the Policy Loan Account.  The Cash Surrender Value equals the
Policy's Cash Value, next computed after the date the Company receives a proper
written request for surrender and the Policy, minus any charges, Indebtedness
or other deductions due on that date, which may also include a Surrender
Charge.

PARTIAL SURRENDERS

After the Policy has been in force for 5 Policy Years, the Policy Owner may
request a partial surrender.  Partial surrenders will be permitted only if they
satisfy the following requirements:

      1.     The maximum partial surrender in any Policy Year is limited to 10%
             of the total premium payments;

      2.     The minimum partial surrender is $500; and

      3.     After the partial surrender, the Policy continues to qualify as
             life insurance.

When a partial surrender is made, the Cash Value is reduced by the amount of
the partial surrender.  Also, under death benefit Option 1, the Specified
Amount is reduced by the amount of the partial surrender.  Partial surrender
amounts must be first deducted from the values in the Variable sub-accounts.
Partial surrenders will be deducted from the Fixed Account only to the extent
that insufficient values are available in the Variable sub-accounts.

Surrender charges will be waived for any partial surrenders which satisfy the
above conditions.  Certain partial surrenders may result in currently taxable
income and tax penalties (See "Tax Matters").





                                       26
   28

MATURITY PROCEEDS

The Maturity Date is the Policy Anniversary on or next following the Insured's
95th birthday.  The maturity proceeds will be payable to the Policy Owner on
the Maturity Date provided the Policy is still in force.  The Maturity Proceeds
will be equal to the amount of the Policy's Cash Value, less any Indebtedness.

INCOME TAX WITHHOLDING

Federal law requires the Company to withhold income tax from any portion of
surrender proceeds that is subject to tax, unless the Policy Owner advises the
Company, in writing, of his or her request not to withhold.

If the Policy Owner requests that the Company not withhold taxes, or if the
taxes withheld are insufficient, the Policy Owner may be liable for payment of
an estimated tax.  The Policy Owner should consult his or her tax advisor.

                                  POLICY LOANS

TAKING A POLICY LOAN

After the first Policy Year, the Policy Owner may take a Policy loan using the
Policy as security.  Maximum Policy Indebtedness is limited to 90% of the Cash
Surrender Value less interest due on the next Policy Anniversary.  Maximum
policy indebtedness, in Texas, is limited to 90% of the Cash Surrender Value in
the sub-accounts and 100% of the Cash Surrender Value in the Fixed Account less
interest due on the next Policy Anniversary.  The Company will not grant a loan
for an amount less than $1,000 ($200 in Connecticut, $500 in New York).  Should
the Death Proceeds become payable, the Policy be surrendered, or the Policy
mature while a loan is outstanding, the amount of Policy Indebtedness will be
deducted from the death benefit, Cash Surrender Value or the maturity value,
respectively.

Any request for a Policy loan must be in written form satisfactory to the
Company.  The request must be signed and, where permitted, the signature
guaranteed by a member firm of the New York, American, Boston, Midwest,
Philadelphia or Pacific Stock Exchange; or by a Commercial Bank or a Savings
and Loan which is a member of the Federal Deposit Insurance Corporation.
Certain policy loans may result in currently taxable income and tax penalties
(See "Tax Matters").

EFFECT ON INVESTMENT PERFORMANCE

When a loan is made, an amount equal to the amount of the loan is transferred
from the Variable Account to the Policy Loan Account.  If the assets relating
to a Policy are held in more than one sub-account, withdrawals from
sub-accounts will be made in proportion to the assets in each Variable
sub-account at the time of the loan.  Policy loans will be transferred from the
Fixed Account only when insufficient amounts are available in the Variable
sub-accounts.  The amount taken out of the Variable Account will not be
affected by the Variable Account's investment experience while the loan is
outstanding.

INTEREST

Amounts transferred to the Policy Loan Account will earn interest daily from
the date of transfer.





                                       27
   29

Policy loans will be currently credited interest daily at an annual effective
rate of 5.1%.  This rate is guaranteed never to be lower than 4%.  The Company
may change the current interest crediting rate on Policy loans at any time at
its sole discretion.  This earned interest is transferred from the Policy Loan
Account to a Variable Account or the Fixed Account on each Policy Anniversary
or at the time of loan repayment.  It will be allocated according to the Fund
allocation factors in effect at the time of the transfer.

The loan interest rate is 6% per year for all Policy loans.  Interest is
charged daily and is payable at the end of each Policy Year or at the time of
loan repayment.  Unpaid interest will be added to the existing Policy
Indebtedness as of the due date and will be charged interest at the same rate
as the rest of the Indebtedness.  Whenever the total Policy Indebtedness
exceeds the Cash Value less any Surrender Charges, the Company will send a
notice to the Policy Owner and the assignee, if any.  The Policy will terminate
without value 61 days after the mailing of the notice unless a sufficient
repayment is made during that period.  A repayment is sufficient if it is large
enough to reduce the total Policy Indebtedness to an amount equal to the total
Cash Value less any Surrender Charges plus an amount sufficient to continue the
Policy in force for 3 months.

EFFECT ON DEATH BENEFIT AND CASH VALUE

A Policy loan, whether or not repaid, will have a permanent effect on the Death
Benefit and Cash Value because the investment results of the Variable Account
or the Fixed Account will apply only to the non-loaned portion of the Cash
Value.  The longer the loan is outstanding, the greater the effect is likely to
be.  Depending on the investment results of the Variable Account or the Fixed
Account while the loan is outstanding, the effect could be favorable or
unfavorable.

REPAYMENT

All or part of the Indebtedness may be repaid at any time while the Policy is
in force during the Insured's lifetime.  Any payment intended as a loan
repayment, rather than a premium payment, must be identified as such.  Loan
repayments will be credited to the Variable sub-accounts and the Fixed Account
in proportion to the Policy Owner's Fund allocation factors in effect at the
time of the repayment.  Each repayment may not be less than $1,000 ($50 in
Connecticut and New York).  The Company reserves the right to require that any
loan repayments resulting from Policy loans transferred from the Fixed Account
must be first allocated to the Fixed Account.

                          HOW THE DEATH BENEFIT VARIES

CALCULATION OF THE DEATH BENEFIT

At issue, the Policy Owner selects a desired Scheduled Premium level.  The
Scheduled Premium is used to determine the initial Specified Amount.  Under
death benefit Option 1, the initial Specified Amount is determined by treating
the Scheduled Premium as 20% of the Guideline Single Premium.  Under death
benefit Option 2, the initial Specified Amount is determined by treating the
Scheduled Premium as the Guideline Level Premium.  For either death benefit
option, the initial Specified Amount will be set at such a level such that
payment of the Scheduled Premiums will not result in the Policy being
classified as a modified endowment contract (see "Tax Matters").

The following table illustrates the Initial Specified Amount that results from
a $2,000 Scheduled Premium payment.





                                       28
   30



                        Male                              Female
Issue                Non-Tobacco                        Non-Tobacco
 Age          Option 1         Option 2          Option 1         Option 2

                                                      
 30           $85,779          $75,378           $99,541          $93,577
 35           $68,165          $61,559           $79,212          $76,497
 40           $54,111          $50,082           $63,070          $62,320
 45           $43,165          $40,605           $50,599          $50,633
 50           $34,675          $32,791           $40,824          $40,958
 55           $28,136          $26,852           $33,171          $32,949
 60           $23,176          $22,867           $27,141          $26,301
 65           $19,474          $19,474           $22,369          $22,168


Generally, for a given Scheduled Premium, the initial Specified Amount is
greater for non-tobacco than standard and females than males.  The Specified
Amount is shown in the Policy.

While the Policy is in force, the death benefit will never be less than the
Specified Amount.  The death benefit may vary with the Cash Value of the
Policy, which depends on investment performance.

The Policy Owner may choose one of two death benefit options.  Under Option 1,
the death benefit will be the greater of the Specified Amount or the Applicable
Percentage of Cash Value. Under Option 1, the amount of the death benefit will
ordinarily not change for several years to reflect the investment performance
and may not change at all.  If investment performance is favorable the amount
of death benefit may increase.  To see how and when investment performance will
begin to affect death benefits, please see the illustrations located in the
prospectus.  Under Option 2, the death benefit will be the greater of the
Specified Amount plus the Cash Value, or the Applicable Percentage of Cash
Value and will vary directly with the investment performance.

      The term "Applicable Percentage" means:

      1.     250% when the Insured is Attained Age 40 or less at the beginning
             of a Policy Year, and

      2.     when the Insured is above Attained Age 40, the percentage shown in
             the "Applicable Percentage of Cash Value Table" shown below.





                                       29
   31



                   APPLICABLE PERCENTAGE OF CASH VALUE TABLE

Attained        Percentage        Attained        Percentage        Attained        Percentage
   Age         of Cash Value         Age         of Cash Value         Age         of Cash Value
- --------       -------------      --------       -------------      --------       -------------
                                                                        
  0-40             250%              60              130%              80              105%
   41              243%              61              128%              81              105%
   42              236%              62              126%              82              105%
   43              229%              63              124%              83              105%
   44              222%              64              122%              84              105%

   45              215%              65              120%              85              105%
   46              209%              66              119%              86              105%
   47              203%              67              118%              87              105%
   48              197%              68              117%              88              105%
   49              191%              69              116%              89              105%

   50              185%              70              115%              90              105%
   51              178%              71              113%              91              104%
   52              171%              72              111%              92              103%
   53              164%              73              109%              93              102%
   54              157%              74              107%              94              101%

   55              150%              75              105%              95              100%
   56              146%              76              105%
   57              142%              77              105%
   58              138%              78              105%
   59              134%              79              105%


PROCEEDS PAYABLE ON DEATH

The actual Proceeds payable on the Insured's death will be the death benefit as
described above, less any Policy Indebtedness and less any unpaid Policy
Charges.  Under certain circumstances, the Death Proceeds may be adjusted (See
"Incontestability", "Error in Age or Sex" and "Suicide").

                  RIGHT TO EXCHANGE FOR A FIXED BENEFIT POLICY

The Policy Owner may exchange the Policy for a flexible premium adjustable life
insurance policy offered by the Company on the Policy Date.  The benefits for
the new policy will not vary with the investment experience of a separate
account. The exchange must be elected within 24 months from the Policy Date.
No evidence of insurability will be required.

The Policy Owner and Beneficiary under the new policy will be the same as those
under the exchanged Policy on the effective date of the exchange.  The new
policy will have a death benefit on the exchange date not more than the death
benefit of the original Policy immediately prior to the exchange date.  The new
policy will have the same Policy Date and issue age as the original Policy.
The initial Specified Amount and any increases in Specified Amount will have
the same rate class as those of the original Policy.  Any Indebtedness may be
transferred to the new policy.

The exchange may be subject to an equitable adjustment in rates and values to
reflect variances, if any, in the rates and values between the two Policies.
After adjustment, if any excess is owed the





                                       30
   32

Policy Owner, the Company will pay the excess to the Policy Owner in cash.  The
exchange may be subject to federal income tax withholding (See "Income Tax
Withholding").

                          CHANGES OF INVESTMENT POLICY

The Company may materially change the investment policy of the Variable
Account.  The Company must inform the Policy Owners and obtain all necessary
regulatory approvals.  Any change must be submitted to the various state
insurance departments which may disapprove it if deemed detrimental to the
interests of the Policy Owners or if it renders the Company's operations
hazardous to the public.  If a Policy Owner objects, the Policy may be
converted to a substantially comparable General Account life insurance policy
offered by the Company on the life of the Insured.  The Policy Owner has the
later of 60 days (6 months in Pennsylvania) from the date of the investment
policy change or 60 days (6 months in Pennsylvania) from being informed of such
change to make this conversion.  The Company will not require evidence of
insurability for this conversion.

The new policy will not be affected by the investment experience of any
separate account.  The new policy will be for an amount of insurance not
exceeding the death benefit of the Policy converted on the date of such
conversion.

                                  GRACE PERIOD

- -First Five Policy Years

This Policy will not lapse during the first five Policy Years provided that on
each Monthly Anniversary Day (1) is greater than or equal to (2) where:

      (1)    Is the sum of all premiums paid to date minus any Policy
             Indebtedness; and

      (2)    Is the sum of monthly Minimum Premiums since the Policy Date
             including the monthly Minimum Premium for the current Monthly
             Anniversary Day.

If (1) is less than (2), a Grace Period of 61 days from the Monthly Anniversary
Day will be allowed for the payment of sufficient premium to satisfy the
Minimum Premium requirement.  If sufficient premium is not paid by the end of
the Grace Period, the Policy will lapse.  The Policy will be terminated with
the return of any available Cash Surrender Value.  The Cash Surrender Value
will be calculated as of the beginning of the Grace Period.  The Policy Owner
may also elect in writing to have the Policy placed on Extended Term Insurance.

- -Policy Years Six and After

If the Cash Surrender Value on a Monthly Anniversary Day is not sufficient to
cover the current monthly deduction for insurance costs, administrative
expenses and other benefits, a Grace Period of 61 days from the Monthly
Anniversary Day will be allowed for the payment of sufficient premium to cover
the current monthly deduction plus an amount equal to three times the current
monthly deduction.

- -All Policy Years

The Company will send such a notice at the start of the Grace Period to the
Policy Owner's last known address.  If the Insured dies during the Grace
Period, the Company will pay the Death Proceeds.





                                       31
   33

                                 REINSTATEMENT

If the Grace Period ends and the Policy Owner has neither paid the required
premium nor surrendered the Policy for its Cash Surrender Value, the Policy
Owner may reinstate the Policy by:

1.    submitting a written request at any time within 3 years after the end of
      the Grace Period and prior to the Maturity Date:

2.    providing evidence of insurability satisfactory to the Company;

3.    paying sufficient premium to cover all Policy Charges that were due and
      unpaid during the Grace Period;

4.    paying sufficient premium to keep the Policy in force for 3 months from
      the date of reinstatement; and

5.    paying or reinstating any Indebtedness against the Policy which existed
      at the end of the Grace Period.

The effective date of a reinstated Policy will be the Monthly Anniversary Day
on or next following the date the application for reinstatement is approved by
us.  If your Policy is reinstated, the Cash Value on the date of reinstatement,
but prior to applying any premiums or loan repayments received, will be set
equal to the lesser of:

      (1)    the Cash Value at the end of the Grace Period; or

      (2)    the Surrender Charge for the Policy Year in which the Policy was
             reinstated.

Unless the Policy Owner has provided otherwise, all amounts will be allocated
based on the Fund allocation factors in effect at the start of the Grace
Period.

                            THE FIXED ACCOUNT OPTION

Because of exemptive and exclusionary provisions, interests in the Company's
General Account have not been registered under the Securities Act of 1933 and
the General Account has not been registered as an investment company under the
Investment Company Act of 1940.  Accordingly, neither the General Account nor
any interests therein are subject to the provisions of these Acts, and the
Company has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this prospectus relating to the
Fixed Account option.  Disclosures regarding the General Account may, however,
be subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of statements made in
prospectuses.

As explained earlier, a Policy Owner may elect to allocate or transfer all or
part of the Cash Value to the Fixed Account and the amount allocated or
transferred becomes part of the Company's General Account.  The Company's
General Account consists of all assets of the Company other than those in the
Variable Account and in other separate accounts that have been or may be
established by the Company.  Subject to applicable law, the Company has sole
discretion over the investment of the assets of the General Account, and Policy
Owners do not share in the investment experience of those assets.  The Company
guarantees that the part of the Cash Value invested under the Fixed Account
option will accrue interest daily at an effective annual rate that the Company
declares periodically.  The Fixed Account crediting rate will not be less than
an effective annual rate of 4%.  Upon request the





                                       32
   34

Company will inform a Policy Owner of the then applicable rate.  The Company is
not obligated to credit interest at a higher rate.

                     CHANGES IN EXISTING INSURANCE COVERAGE

The Policy Owner may request certain changes in the insurance coverage under
the Policy.  Any request must be in writing and received at the Company's home
office.  No change will take effect unless the Cash Surrender Value, after the
change, is sufficient to keep the Policy in force for at least 3 months.

SPECIFIED AMOUNT INCREASES

After the fifth Policy Year, the Policy Owner may request an increase to the
Specified Amount.  Any increase will be subject to the following conditions:

      (1)    the request must be applied for in writing;

      (2)    satisfactory evidence of insurability must be provided;

      (3)    the increase must be for a minimum of $10,000;

      (4)    the Cash Surrender Value is sufficient to continue the Policy in
             force for at least 3 months; and

      (5)    age limits are the same as a new issue.

Any approved increase will have an effective date of the Monthly Anniversary
Day on or next following the date the Company approves the supplemental
application.  The Company reserves the right to limit the number of Specified
Amount increases to one each Policy Year.

SPECIFIED AMOUNT DECREASES

After the fifth Policy Year, the Policy Owner may also request a decrease to
the Specified Amount.  Any approved decrease will be effective on the Monthly
Anniversary Day on or next following the date the Company receives the request.
Any such decrease shall reduce insurance in the following order:

      (1)    against insurance provided by the most recent increase;

      (2)    against the next most recent increases successively; and

      (3)    against insurance provided under the original application.

The Company reserves the right to limit the number of Specified Amount
decreases to one each Policy Year.  The Company will refuse a request for a
decrease which would:

      (1)    reduce the Specified Amount to less than $10,000; or

      (2)    disqualify the Policy as a contract for life insurance.

CHANGES IN THE DEATH BENEFIT OPTION

After the fifth Policy Year, the Policy Owner may change the death benefit
option under the Policy.  If the change is from Option 1 to Option 2, the
Specified Amount will be decreased by the amount of the Cash Value.  If the
change is from Option 2 to Option 1, the Specified Amount will be increased by
the amount of the Cash Value.  The Company reserves the right to require
evidence of insurability for either change (from Option 1 to Option 2 only in
New York).  The effective date of the change will be





                                       33
   35

the Monthly Anniversary Day on or next following the date the Company approves
the request for change.  Only one change of option is permitted per Policy
Year.  A change in death benefit option will not be permitted if it results in
the total premiums paid exceeding the then current maximum premium limitations
prescribed by the Internal Revenue Service to qualify the Policy as a life
insurance contract.

                            OTHER POLICY PROVISIONS

POLICY OWNER

While the Insured is living, all rights in this Policy are vested in the Policy
Owner named in the application or as subsequently changed, subject to
assignment, if any.

The Policy Owner may name a contingent Policy Owner or a new Policy Owner while
the Insured is living.  Any change must be in a written form satisfactory to
the Company and recorded at the Company's home office.  Once recorded, the
change will be effective when signed. The change will not affect any payment
made or action taken by the Company before it was recorded.  The Company may
require that the Policy be submitted for endorsement before making a change.

If the Policy Owner is other than the Insured and names no contingent Policy
Owner, and dies before the Insured, the Policy Owner's rights in this Policy
belong to the Policy Owner's estate.

BENEFICIARY

The Beneficiary(ies) shall be as named in the application or as subsequently
changed, subject to assignment, if any.

The Policy Owner may name a new Beneficiary while the Insured is living.  Any
change must be in a written form satisfactory to the Company and recorded at
the Company's home office.  Once recorded, the change will be effective when
signed.  The change will not affect any payment made or action taken by the
Company before it was recorded.

If any Beneficiary predeceases the Insured, that Beneficiary's interest passes
to any surviving Beneficiary(ies), unless otherwise provided.  Multiple
Beneficiaries will be paid in equal shares, unless otherwise provided.  If no
named Beneficiary survives the Insureds, the Death Proceeds shall be paid to
the Policy Owner or the Policy Owner's estate.

ASSIGNMENT

While the Insured is living, the Policy Owner may assign his or her rights in
the Policy.  The assignment must be in writing, signed by the Policy Owner and
recorded by the Company at its home office.  Any assignment will not affect any
payments made or actions taken by the Company before it was recorded.  The
Company is not responsible for any assignment not submitted for recording, nor
is the Company responsible for the sufficiency or validity of any assignment.
The assignment will be subject to any Indebtedness owed to the Company before
it was recorded.

INCONTESTABILITY

The Company will not contest payment of the Death Proceeds based on the initial
Specified Amount after the Policy has been in force during the Insured's
lifetime for 2 years from the Policy Date.  For any increase in Specified
Amount requiring evidence of insurability, the Company will not contest payment
of the Death Proceeds based on such an increase after it has been in force
during the Insured's lifetime for 2 years from its effective date.





                                       34
   36

ERROR IN AGE OR SEX

If the age or sex of the Insured has been misstated, the affected benefits will
be adjusted.  The amount of the death benefit will be (1) multiplied by (2) and
then the result added to (3), where:

      (1)    is the amount of the death benefit at the time of the Insured's
             death reduced by the amount of the Cash Value at the time of the
             Insured's death;

      (2)    is the ratio of the monthly cost of insurance applied in the
             policy month of death and the monthly cost of insurance that
             should have been applied at the true age and sex in the policy
             month of death; and

      (3)    is the Cash Value at the time of the Insured's death.

SUICIDE

If the Insured dies by suicide, while sane or insane, within two years from the
Policy Date, the Company will pay no more than the sum of the premiums paid,
less any Indebtedness.  If the Insured dies by suicide, while sane or insane,
within two years from the date an application is accepted for an increase in
the Specified Amount, the Company will pay no more than the amount paid for
such additional benefit.

NONPARTICIPATING POLICIES

These are nonparticipating Policies on which no dividends are payable.  These
Policies do not share in the profits or surplus earnings of the Company.

                              LEGAL CONSIDERATIONS

On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris that certain annuity benefits provided by employers' retirement and
fringe benefit programs may not vary between men and women on the basis of sex.
This decision applies only to benefits derived from contributions made on or
after August 1, 1983.  The Policies offered by this prospectus are based upon
actuarial tables which distinguish between men and women and thus the Policies
provide different benefits to men and women of the same age.  Accordingly,
employers and employee organizations should consider, in consultation with
legal counsel, the impact of Norris on any employment related insurance or
benefit program before purchasing this Policy.

                          DISTRIBUTION OF THE POLICIES

The Policies will be sold by licensed insurance agents in those states where
the Policies may lawfully be sold.  Such agents will be registered
representatives of broker dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
(NASD).  The Policies will be distributed by the General Distributor,
Nationwide Financial Services, Inc.

Gross first year commissions paid by the Company on the sale of these Policies
plus fees for marketing services provided by the General Distributor are not
more than 26% of the Scheduled Premium plus 5% of any excess premium payments.
Gross renewal commissions paid by the Company will not exceed 5% of actual
premium payments.





                                       35
   37

                              CUSTODIAN OF ASSETS

The Company serves as the Custodian of the assets of the Variable Account.

                                  TAX MATTERS

POLICY PROCEEDS

Section 7702 of the Internal Revenue Code ("Code") provides that if certain
tests are met, a Policy will be treated as a life insurance policy for federal
tax purposes.  The Company will monitor compliance with these tests.  The
Policy should thus receive the same federal income tax treatment as fixed
benefit life insurance.  As a result, the Death Proceeds payable under a Policy
are excludable from gross income of the beneficiary under Section 101 of the
Code.

Section 7702A of the Code defines modified endowment contracts as those
policies issued or materially changed after June 21, 1988, on which the total
premiums paid during the first seven years exceed the amount that would have
been paid if the policy provided for paid up benefits after seven level annual
premiums (See "Information about the Policies").  The Code provides for
taxation of surrenders, partial surrenders, loans, collateral assignments and
other pre-death distributions from modified endowment contracts in the same way
annuities are taxed.  Modified endowment contract distributions are defined by
the Code as amounts not received as an annuity and are taxable to the extent
the cash value of the policy exceeds, at the time of distribution, the premiums
paid into the policy.  A 10% tax penalty generally applies to the taxable
portion of such distributions unless the Policy Owner is over age 59-1/2 or
disabled.

The Policies offered by this prospectus may or may not be issued as modified
endowment contracts.  The Company will monitor premiums paid and will notify
the Policy Owner when the policy's non-modified endowment status is in
jeopardy.  If a policy is not a modified endowment contract, a cash
distribution during the first 15 years after a policy is issued which causes a
reduction in death benefits may still become fully or partially taxable to the
Owner Pursuant to Section 7702(f)(7) of the Code.  The Policy Owner should
carefully consider this potential effect and seek further information before
initiating any changes in the terms of the policy.  Under certain conditions, a
policy may become a modified endowment as a result of a material change or a
reduction in benefits as defined by Section 7702A(c) of the Code.
In addition to meeting the tests required under Sections 7702, Section 817(h)
of the Code requires that the investments of separate accounts such as the
Variable Account be adequately diversified.  Regulations issued by the
Secretary of the Treasury, set the standards for measuring the adequacy of this
diversification. To be adequately diversified, each sub-account of the Variable
Account must meet certain tests.  The Company believes that the investments of
the Variable Account meet the applicable diversification standards. The
regulations provide that a variable life policy which does not satisfy the
diversification standards will not be treated as Life Insurance under Section
7702 of the Internal Revenue Code, unless the failure to satisfy regulations
was inadvertent, the failure is corrected, and the Policy Owner or the Company
pays an amount to the Internal Revenue Service.  The amount will be based on
the tax that would have been paid by the Policy Owner if the income, for the
period the policy was not diversified, had been received by the Policy Owner.
If the failure to diversify is not corrected in this manner, the Policy Owner
of the life policy will be deemed the owner of the underlying securities and
will be taxed on the earnings of his or her account.




                                       36
   38

Should the Secretary of the Treasury issue additional rules or regulations
limiting the number of funds, transfers between funds, exchanges of funds or
changes in investment objectives of funds such that the Policy would no longer
qualify as life insurance under Section 7702 of the Code, the Company will take
whatever steps are available to remain in compliance.

The Company will monitor compliance with these regulations and, to the extent
necessary, will change the objectives or assets of the sub-account investments
to remain in compliance.
A total surrender or cancellation of the Policy by lapse may have adverse tax
consequences depending on the circumstances. If the amount received by the
Policy Owner plus total Policy Indebtedness exceeds the premiums paid into the
Policy, the excess will generally be treated as taxable income, regardless of
whether or not the Policy is a modified endowment contract.
Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policy Owner or Beneficiary.

TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under the Code.  Since the
Variable Account is not a separate entity from the Company and its operations
form a part of the Company, it will not be taxed separately as a "regulated
investment company" under Sub-chapter M of the Code.  Investment income and
realized capital gains on the assets of the Variable Account are reinvested and
taken into account in determining the value of Accumulation Units.  As a
result, such investment income and realized capital gains are automatically
applied to increase reserves under the Policies.

The Company does not initially expect to incur any Federal income tax liability
that would be chargeable to the Variable Account.  Based upon these
expectations, no charge is currently being made against the Variable Account
for federal income taxes.  If, however, the Company determines that on a
separate company basis such taxes may be incurred, it reserves the right to
assess a charge for such taxes against the Variable Account.

The Company may also incur state and local taxes (in addition to premium taxes)
in several states.  At present, these taxes are not significant.  If they
increase, however, charges for such taxes may be made.

OTHER CONSIDERATIONS

The foregoing discussion is general and is not intended as tax advice.  Counsel
and other competent advisors should be consulted for more complete information.
This discussion is based on the Company's understanding of Federal income tax
laws as they are currently interpreted by the Internal Revenue Service.  No
representation is made as to the likelihood of continuation of these current
laws and interpretations.

                                  THE COMPANY

The life insurance business, which includes product lines in health insurance
and annuities, is the only business in which the Company is engaged.

The Company markets its Policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.





                                       37
   39

The Company, in common with other insurance companies, is subject to regulation
and supervision by the regulatory authorities of the states in which it is
licensed to do business.  A license from the state insurance department is a
prerequisite to the transaction of insurance business in that state.  In
general, all states have statutory administrative powers.  Such regulation
relates, among other things, to licensing of insurers and their agents, the
approval of policy forms, the methods of computing reserves, the form and
content of statutory financial statements, the amount of policyholders' and
stockholders' dividends, and the type of distribution of investments permitted.

The Company operates in the highly competitive field of life insurance. There
are approximately 2,300 stock, mutual and other types of insurers in the life
insurance business in the United States, and a large number of them compete
with the registrant in the sale of insurance policies.

As is customary in insurance company groups, employees are shared with the
other insurance companies in the group.  In addition to its direct salaried
employees, the Company shares employees with Nationwide Mutual Insurance
Company and Nationwide Mutual Fire Insurance Company.

The Company does not presently own or lease any materially important physical
properties when its property holdings are viewed in relation to its total
assets.  The Company shares home office, other facilities and equipment with
Nationwide Mutual Insurance Company.

                               COMPANY MANAGEMENT
Nationwide Life Insurance Company, together with Nationwide Mutual Insurance
Company, Nationwide Indemnity Company, Nationwide Mutual Fire Insurance
Company, Nationwide Life and Annuity Insurance Company, Nationwide Property and
Casualty Insurance Company, National Casualty Company, West Coast Life
Insurance Company, Scottsdale Indemnity Company and Nationwide General
Insurance Company and their affiliated companies comprise the Nationwide
Insurance Enterprise.
The companies comprising the Nationwide Insurance Enterprise have substantially
common boards of directors and officers.  Nationwide Corporation is the sole
shareholder of Nationwide Life.

DIRECTORS OF THE COMPANY



                                 Director                          
       Name                       Since      Principal Occupation  
       ----                       -----      --------------------  
                                       
                                       
Lewis J. Alphin                   1993       Farm Owner and Operator (1)
Willard J. Engel                  1994       General Manager Lyon County Cooperative Oil Company (1)
Fred C. Finney                    1992       Owner and Operator, Moreland Fruit Farm; Operator, Melrose
                                             Orchard
Peter F. Frenzer                  1991       President, Nationwide Corporation; President and Chief Operating
                                             Officer, Nationwide Life Insurance Company and Nationwide Life
                                             and Annuity Insurance Company; Executive Vice President -
                                             Investments, Nationwide Mutual Insurance Company, Nationwide
                                             Mutual Fire Insurance Company, Nationwide General Insurance
                                             Company, Nationwide Property and Casualty Insurance Company
Charles L. Fuellgraf, Jr. *+      1969       Chief Executive Officer, Fuellgraf Electric Company, Electrical
                                             Construction and Engineering Services (1)
Henry S. Holloway *+              1986       Farm Owner and Operator (1)






                                            38
   40


                                       
D. Richard McFerson *+            1988       President and Chief Executive Officer, Nationwide Mutual,
                                             Nationwide Mutual Fire, Nationwide General, and Nationwide
                                             Property and Casualty Insurance Companies; Chief Executive
                                             Officer, Nationwide Life Insurance Company and Nationwide Life
                                             and Annuity Insurance Company (2)
David O. Miller *+                1985       Farm Owner and Land Developer; President, Owen Potato Farm, Inc.;
                                             Partner, M&M Enterprises (1)
C. Ray Noecker                    1994       Farm Owner and Operator (1)
James F. Patterson +              1989       Vice President, Pattersons, Inc.;  President, Patterson Farms,
                                             Inc.
Robert H. Rickel                  1984       Rancher (1)
Arden L. Shisler *+               1984       Partner and Manager, Sweetwater Beef Farms; President and Chief
                                             Executive Officer, K&B Transport, Inc. (1)
Robert L. Stewart                 1989       Farm Owner and Operator; Owner, Sunnydale Mining (1)
Nancy C. Thomas *                 1986       Farm Owner and Operator, Da-Ma-Lor Farms (1)
Harold W. Weihl                   1990       Farm Owner and Operator, Weihl Farm (1)

- --------------------------------------
*Member, Executive Committee                 +Member, Investment Committee
1)    Principal occupation for last five years.
2)    Prior to assuming his current position, Mr. McFerson held other executive
      management positions with the companies.
Each of the directors is a director of the major insurance affiliates of the
Nationwide Insurance Enterprise, except Mr. Frenzer who is a director only of
the Company and Nationwide Life and Annuity Insurance Company.  Each of the
directors of the Company is a director of Nationwide Financial Services, Inc.,
a registered broker-dealer.

Messrs. Frenzer, Holloway, McFerson, Miller, Patterson and Shisler are
directors of Nationwide Corporation.  Messrs. Fuellgraf, Frenzer, McFerson, Ms.
Thomas and Mr. Weihl are trustees of Nationwide Investing Foundation, a
registered investment company.  Messrs. Frenzer and McFerson are trustees of
Nationwide Separate Account Trust, Financial Horizons Investment Trust, and
Nationwide Investing Foundation II, registered investment companies.  Mr. Engel
is a director of Western Cooperative Transport.
EXECUTIVE OFFICERS OF THE COMPANY


NAME                                      OFFICE HELD
- ----                                      -----------
                                       
D. Richard McFerson                       President and Chief Executive Officer-Nationwide Insurance
                                          Enterprise

Peter F. Frenzer                          President and Chief Operating Officer

Gordon E. McCutchan                       Executive Vice President, Law and Corporate Services and
                                          Secretary

James E. Brock                            Senior Vice President - Investment Product Operations






                                       39
   41

                                       
W. Sidney Druen                           Senior Vice President and General Counsel and Assistant Secretary
Harvey S. Galloway, Jr.                   Senior Vice President and Chief Actuary

Richard A. Karas                          Senior Vice President - Sales and Financial Services

Robert A. Oakley                          Senior Vice President - Chief Financial Officer

Carl Santillo                             Senior Vice President - Life and Health Operations

Mark A. Folk                              Vice President and Treasurer

Mr. Frenzer is also President and Chief Operating Officer of Nationwide Life
and Annuity Insurance Company and President of Nationwide Corporation.  Mr.
Galloway is also an officer of Nationwide Mutual Insurance Company and
Nationwide Life and Annuity Insurance Company.  Each of the other officers
listed above is also an officer of each of the companies comprising the
Nationwide Insurance Enterprise.  Each of the executive officers listed above
has been associated with the registrant in an executive capacity for more than
the past five years, except Mr. Folk.
                     OTHER CONTRACTS ISSUED BY THE COMPANY

The Company does presently and will, from time to time, offer variable
contracts and policies with benefits which vary in accordance with the
investment experience of a separate account of the Company.

                                STATE REGULATION

The Company is subject to the laws of Ohio governing insurance companies and to
regulation by the Ohio Insurance Department.  An annual statement in a
prescribed form is filed with the Insurance Department each year covering the
operation of the Company for the preceding year and its financial condition as
of the end of such year.  Regulation by the Insurance Department includes
periodic examination to determine the Company's contract liabilities and
reserves so that the Insurance Department may certify the items are correct.
The Company's books and accounts are subject to review by the Insurance
Department at all times and a full examination of its operations is conducted
periodically by the National Association of Insurance Commissioners.  Such
regulation does not, however, involve any supervision of management or
investment practices or policies.  In addition, the Company is subject to
regulation under the insurance laws of other jurisdictions in which it may
operate.

                            REPORTS TO POLICY OWNERS

The Company will mail to the Policy Owner, at the last known address of record,
an annual statement showing the amount of the current death benefit, the Cash
Value, and Cash Surrender Value, premiums paid and monthly charges deducted
since the last report, the amounts invested in the Fixed Account and in the
Variable Account and in each sub-account of the Variable Account, and any
Policy Indebtedness.

Policy Owners will also be sent annual and semi-annual reports containing
financial statements for the Variable Account as required by the 1940 Act.





                                       40
   42

In addition, Policy Owners will receive statements of significant transactions,
such as changes in Specified Amount, changes in death benefit option, changes
in future premium allocation, transfers among sub-accounts, premium payments,
loans, loan repayments, reinstatement and termination.

                                  ADVERTISING

The Company is also ranked and rated by independent financial rating services,
among which are Moody's, Standard & Poor's and A.M.  Best Company.  The purpose
of these ratings is to reflect the financial strength or claims-paying ability
of the Company.  The ratings are not intended to reflect the investment
experience or financial strength of the Variable Account.  The Company may
advertise these ratings from time to time.  In addition, the Company may
include in certain advertisements endorsements in the form of a list of
organizations, individuals or other parties which recommend the Company or the
Contracts .  Furthermore, the Company may occasionally include in
advertisements comparisons of currently taxable and tax deferred investment
programs based on selected tax brackets or discussions of alternative
investment vehicles and general economic conditions.

                               LEGAL PROCEEDINGS

There are no material legal proceedings, other than ordinary routine litigation
incidental to the business to which the Company and the Variable Account are
parties or to which any of their property is the subject.

The General Distributor, Nationwide Financial Services, Inc., is not engaged in
any material litigation of any nature.

                                    EXPERTS
The financial statements and schedule included herein have been included herein
in reliance upon the reports of KPMG Peat Marwick LLP, independent certified
public accountants, and upon the authority of said firm as experts in
accounting and auditing.
                             REGISTRATION STATEMENT

A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
Policies offered hereby.  This prospectus does not contain all the information
set forth in the Registration Statement and amendments thereto and exhibits
filed as a part thereof, to all of which reference is hereby made for further
information concerning the Variable Account, the Company, and the Policies
offered hereby.  Statements contained in this prospectus as to the content of
Policies and other legal instruments are summaries.  For a complete statement
of the terms thereof, reference is made to such instruments as filed.

                                 LEGAL OPINIONS

Legal matters in connection with the Policies described herein are being passed
upon by Druen, Rath & Dietrich, One Nationwide Plaza, Columbus, Ohio 43216.
All the members of such firm are employed by the Nationwide Mutual Insurance
Company.





                                       41
   43

                                   APPENDIX 1
                                ILLUSTRATION OF
                               SURRENDER CHARGES

Example 1:  A female non-tobacco, age 45, purchases a Policy with a Scheduled
Premium of $2,000 yielding a Specified Amount of $50,599.  She now wishes to
surrender the Policy during the first Policy year.  By using the initial
surrender charge table reproduced below, (also see "Surrender Charges") the
total surrender charge per thousand multiplied by the Specified Amount
expressed in thousands equals the total surrender charge of $514.09 ($10.160  X
50.599 = $514.09).

Example 2:  A male non-tobacco, age 35, purchases a Policy with a Scheduled
Premium of $2,000 yielding a Specified Amount of $68,165.  He now wants to
surrender the Policy in the sixth Policy Year.  The total initial surrender
value is calculated using the method illustrated above.  (Specified Amount in
thousands $68.165  X  7.260 = 494.88 total first year surrender charge.)
Because the fifth Policy Year has been completed, the total initial surrender
charge is reduced by multiplying it by the applicable percentage factor from
the "Reductions to Surrender Charges" table below (Also see "Reductions to
Surrender Charges").  In this case, $494.88  X  85% = $420.65.

Initial Surrender Charge per $1,000 of initial Specified Amount for policies
which are issued on a standard basis.



ISSUE          MALE           FEMALE            MALE          FEMALE
 AGE        NON-TOBACCO     NON-TOBACCO       STANDARD       STANDARD
- -----       -----------     -----------       --------       --------
                                                  
 25           $5.878          $5.537           $6.680         $5.945
 35            7.260           6.712            8.559          7.373
 45           11.159          10.160           13.244         11.151
 55           15.275          13.375           18.373         14.686
 65           23.821          20.553           27.943         22.165


Reductions to Surrender Charges.



                   SURRENDER CHARGE                           SURRENDER CHARGE
 COMPLETED         AS A % OF INITIAL         COMPLETED        AS A % OF INITIAL
POLICY YEARS       SURRENDER CHARGES       POLICY YEARS       SURRENDER CHARGES
- ------------       -----------------       ------------       -----------------
                                                           
     0                    100%                   5                   85%
     1                    100%                   6                   80%
     2                    100%                   7                   75%
     3                     95%                   8                   50%
     4                     90%                   9+                   0%


The current Surrender Charges are the same for all states.  However, in
Pennsylvania the guaranteed maximum Surrender Charges are 8% higher than those
shown.  In addition, the guaranteed maximum Surrender Charge in subsequent
years in Pennsylvania are reduced in the following manner:



                 SURRENDER CHARGE                     SURRENDER CHARGE                      SURRENDER CHARGE
  COMPLETED      AS A % OF INITIAL     COMPLETED      AS A % OF INITIAL      COMPLETED     AS A % OF INITIAL
POLICY YEARS    SURRENDER CHARGES     POLICY YEARS    SURRENDER CHARGES    POLICY YEARS    SURRENDER CHARGES
- ------------    -----------------     ------------    -----------------    ------------    -----------------
                                                                                  
      0                100%                5                 83%                10                46%
      1                 98%                6                 75%                11                37%
      2                 95%                7                 70%                12                28%
      3                 92%                8                 65%                13                14%
      4                 88%                9                 55%                14+                0%






                                       42
   44

The illustrations of current values are the same for Pennsylvania.  However,
the guaranteed maximum Surrender Charges are slightly higher in Pennsylvania.
If this contract is issued in Pennsylvania, please contact the home office for
an illustration.

The Company has no plans to change the current Surrender Charges.





                                       43
   45

                                   APPENDIX 2

    ILLUSTRATIONS OF CASH VALUES, CASH SURRENDER VALUES, AND DEATH BENEFITS

The illustrations in this prospectus have been prepared to help show how values
under the Policies change with investment performance.  The illustrations
illustrate how Cash Values, Cash Surrender Values and death benefits under a
Policy would vary over time if the hypothetical gross investment rates of
return were a uniform annual effective rate of either 0%, 6% or 12%.  If the
hypothetical gross investment rate of return averages 0%, 6% or 12% over a
period of years, but fluctuates above or below those averages for individual
years, the Cash Values, Cash Surrender Values and death benefits may be
different.  For hypothetical returns of 0% and 6%, the illustrations also
illustrate when the Policies would go into default, at which time additional
premium payments would be required to continue the Policy in force.  The
illustrations also assume there is no Policy Indebtedness, no additional
premium payments are made, no Cash Values are allocated to the Fixed Account,
and there are no changes in the Specified Amount or death benefit option.
The amounts shown for the Cash Value, Cash Surrender Value and death benefit as
of each Policy Anniversary reflect the fact that the net investment return on
the assets held in the sub-accounts is lower than the gross return.  This is
due to the daily charges made against the assets of the sub-accounts for
assuming mortality and expense risks.  The mortality and expense risk charges
are equivalent to an annual effective rate of .80% of the daily net asset value
of the Variable Account.  In addition, the net investment returns also reflect
the deduction of Fund investment advisory fees and other expenses which are
equivalent to an annual effective rate of 0.85% of the daily net asset value of
the Variable Account.  This effective rate is based on the average of the fund
expenses for the preceding year for all Mutual Fund options available under the
policy as of April 30, 1995.
Considering current charges for mortality and expense risks and Fund expenses,
gross annual rates of return of 0%, 6% and 12% correspond to net investment
experience at constant annual rates of -1.65%, 4.35% and 10.35%.

The illustrations also reflect the fact that the Company makes monthly charges
for providing insurance protection.  Current values reflect current cost of
insurance charges and guaranteed values reflect the maximum cost of insurance
charges guaranteed in the Policy.  The values shown are for Policies which are
issued as standard (including non-tobacco).  Policies issued on a substandard
basis would result in lower Cash Values and Death benefits than those
illustrated.

In addition, the illustrations reflect the fact that the Company deducts a
monthly administrative charge at the beginning of each Policy Month.  This
monthly administrative expense charge is $5 and is guaranteed not to exceed
$7.50.  Current values reflect a current monthly administrative expense charge
of $5 and guaranteed values reflect the $7.50 maximum monthly administrative
charge under the Policy.  The illustrations also reflect the fact that no
charges for federal or state income taxes are currently made against the
Variable Account.  If such a charge is made in the future, it will require a
higher gross investment return than illustrated in order to produce the net
after-tax returns shown in the illustrations.

Upon request, the Company will furnish a comparable illustration based on the
proposed Insured's age, sex, smoking classification, rating classification and
premium payment requested.





                                       44
   46

                             DEATH BENEFIT OPTION 1
                $2,000 ANNUAL PREMIUM:  $43,165 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45


                                                                CURRENT VALUES
                                                                
                              0.00% HYPOTHETICAL               6.00% HYPOTHETICAL                 12.00% HYPOTHETICAL
                            GROSS INVESTMENT RETURN         GROSS INVESTMENT RETURN             GROSS INVESTMENT RETURN
                          ---------------------------     ----------------------------      ------------------------------

       ANNUAL PREMIUMS               CASH       NET                  CASH        NET                    CASH        NET
                           CASH      SURR      DEATH       CASH      SURR       DEATH         CASH      SURR       DEATH
YEAR    PAID    AT 5%      VALUE     VALUE    BENEFIT     VALUE     VALUE      BENEFIT       VALUE      VALUE     BENEFIT
                                                                                 
  1     2,000    2,100     1,668     1,186     43,165      1,773     1,292      43,165        1,879      1,397     43,165

  2     2,000    4,305     3,307     2,825     43,165      3,620     3,139      43,165        3,947      3,465     43,165

  3     2,000    6,620     4,915     4,433     43,165      5,544     5,062      43,165        6,225      5,743     43,165

  4     2,000    9,051     6,495     6,037     43,165      7,549     7,091      43,165        8,734      8,277     43,165

  5     2,000   11,604     8,044     7,611     43,165      9,636     9,203      43,165       11,499     11,066     43,165

  6         0   12,184     7,707     7,298     43,165      9,844     9,434      43,165       12,468     12,059     43,165

  7         0   12,793     7,363     6,977     43,165     10,049     9,664      43,165       13,530     13,144     43,165

  8         0   13,433     7,009     6,648     43,165     10,252     9,891      43,165       14,693     14,331     43,165

  9         0   14,105     6,646     6,405     43,165     10,452    10,211      43,165       15,970     15,729     43,165

 10         0   14,810     6,270     6,270     43,165     10,647    10,647      43,165       17,371     17,371     43,165


 15         0   18,901     4,172     4,172     43,165     11,510    11,510      43,165       26,820     26,820     43,165

 20         0   24,124     1,433     1,433     43,165     11,959    11,959      43,165       42,382     42,382     51,706

 25         0   30,788       (*)       (*)        (*)     11,388    11,388      43,165       67,360     67,360     78,138

 30         0   39,295       (*)       (*)        (*)      8,375     8,375      43,165      107,288    107,288    114,798

 35         0   50,151       (*)       (*)        (*)        (*)       (*)         (*)      171,712    171,712    180,297


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)   CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.
(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       45
   47

                             DEATH BENEFIT OPTION 1
                $2,000 ANNUAL PREMIUM:  $43,165 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45
              
  
                                                         
                                                              GUARANTEED VALUES 
         
                            0.00% HYPOTHETICAL                6.00% HYPOTHETICAL               12.00% HYPOTHETICAL
                          GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN
                        ----------------------------      ----------------------------    -----------------------------
           ANNUAL                  CASH        NET                   CASH       NET                    CASH       NET
          PREMIUMS        CASH     SURR       DEATH       CASH       SURR       DEATH       CASH       SURR      DEATH
YEAR   PAID    AT 5%     VALUE     VALUE     BENEFIT      VALUE     VALUE      BENEFIT     VALUE       VALUE    BENEFIT
                                                                              
  1    2,000    2,100    1,575     1,094      43,165      1,678     1,196      43,165       1,780      1,299    43,165

  2    2,000    4,305    3,118     2,636      43,165      3,420     2,939      43,165       3,736      3,254    43,165

  3    2,000    6,620    4,627     4,146      43,165      5,231     4,749      43,165       5,885      5,403    43,165

  4    2,000    9,051    6,105     5,647      43,165      7,113     6,656      43,165       8,249      7,791    43,165

  5    2,000   11,604    7,549     7,116      43,165      9,070     8,637      43,165      10,852     10,419    43,165

  6        0   12,184    7,099     6,690      43,165      9,133     8,723      43,165      11,636     11,227    43,165

  7        0   12,793    6,632     6,246      43,165      9,176     8,791      43,165      12,485     12,100    43,165

  8        0   13,433    6,143     5,781      43,165      9,198     8,837      43,165      13,405     13,044    43,165

  9        0   14,105    5,627     5,386      43,165      9,192     8,951      43,165      14,401     14,160    43,165

 10        0   14,810    5,082     5,082      43,165      9,154     9,154      43,165      15,481     15,481    43,165


 15        0   18,901    1,733     1,733      43,165      8,288     8,288      43,165      22,508     22,508    43,165

 20        0   24,124      (*)       (*)         (*)      5,399     5,399      43,165      33,826     33,826    43,165

 25        0   30,788      (*)       (*)         (*)        (*)       (*)         (*)      52,553     52,553    60,962

 30        0   39,295      (*)       (*)         (*)        (*)       (*)         (*)      82,040     82,040    87,783

 35        0   50,151      (*)       (*)         (*)        (*)       (*)         (*)     129,233    129,233   135,695


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)   GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.
(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       46
   48

                             DEATH BENEFIT OPTION 2
                $2,000 ANNUAL PREMIUM:  $40,605 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45


                                                                   CURRENT VALUES

                              0.00% HYPOTHETICAL                  6.00% HYPOTHETICAL                12.00% HYPOTHETICAL
                            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN
                          -----------------------------     -----------------------------     ------------------------------

          ANNUAL                     CASH         NET                   CASH        NET                   CASH         NET
         PREMIUMS          CASH      SURR        DEATH       CASH       SURR       DEATH       CASH       SURR        DEATH
YEAR   PAID    AT 5%      VALUE      VALUE      BENEFIT      VALUE      VALUE     BENEFIT     VALUE       VALUE      BENEFIT
                                                                                    
  1    2,000     2,100     1,670      1,217      42,276       1,776      1,322     42,381       1,881      1,428      42,486

  2    2,000     4,305     3,306      2,853      43,911       3,619      3,166     44,225       3,945      3,492      44,551

  3    2,000     6,620     4,906      4,453      45,512       5,533      5,080     46,138       6,210      5,757      46,816

  4    2,000     9,051     6,472      6,041      47,077       7,519      7,089     48,124       8,697      8,266      49,302

  5    2,000    11,604     8,000      7,592      48,605       9,578      9,170     50,183      11,423     11,015      52,028

  6    2,000    14,284     9,491      9,106      50,096      11,712     11,327     52,317      14,414     14,029      55,020

  7    2,000    17,098    10,944     10,582      51,549      13,924     13,561     54,529      17,695     17,333      58,301

  8    2,000    20,053    12,359     12,019      52,964      16,214     15,875     56,820      21,295     20,955      61,900

  9    2,000    23,156    13,736     13,509      54,341      18,588     18,361     59,193      25,244     25,018      65,850

 10    2,000    26,414    15,072     15,072      55,677      21,043     21,043     61,649      29,576     29,576      70,182


 15    2,000    45,315    21,328     21,328      61,934      34,889     34,889     75,494      58,723     58,723      99,328

 20    2,000    69,439    26,366     26,366      66,971      51,122     51,122     91,728     105,084    105,084     145,690

 25    2,000   100,227    29,734     29,734      70,339      69,680     69,680    110,285     178,686    178,686     219,292

 30    2,000   139,522    30,537     30,537      71,143      89,915     89,915    130,520     295,140    295,140     335,746

 35    2,000   189,673    27,631     27,631      68,237     110,666    110,666    151,271     479,373    479,373     519,978


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)   CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.
(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       47
   49

                             DEATH BENEFIT OPTION 2
                $2,000 ANNUAL PREMIUM:  $40,605 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  SIMPLIFIED ISSUE:  AGE 45
                               
  

                                                                GUARANTEED VALUES
         
                               0.00% HYPOTHETICAL               6.00% HYPOTHETICAL                12.00% HYPOTHETICAL
                            GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                          ---------------------------       ---------------------------      -----------------------------
           ANNUAL                   CASH         NET                   CASH       NET                   CASH         NET
          PREMIUMS         CASH     SURR        DEATH       CASH       SURR      DEATH        CASH      SURR        DEATH
YEAR   PAID    AT 5%      VALUE     VALUE      BENEFIT      VALUE     VALUE     BENEFIT      VALUE      VALUE      BENEFIT
                                                                                  
  1    2,000     2,100     1,579     1,126      42,184       1,681     1,228     42,287        1,784      1,331     42,389

  2    2,000     4,305     3,118     2,665      43,723       3,420     2,966     44,025        3,734      3,281     44,339

  3    2,000     6,620     4,616     4,163      45,221       5,216     4,763     45,821        5,865      5,412     46,470

  4    2,000     9,051     6,072     5,641      46,677       7,071     6,640     47,676        8,195      7,764     48,800

  5    2,000    11,604     7,485     7,077      48,091       8,985     8,577     49,591       10,741     10,334     51,347

  6    2,000    14,284     8,854     8,469      49,459      10,959    10,574     51,565       13,524     13,139     54,130

  7    2,000    17,098    10,176     9,814      50,781      12,993    12,630     53,598       16,564     16,202     57,170

  8    2,000    20,053    11,448    11,108      52,053      15,083    14,743     55,689       19,883     19,543     60,488

  9    2,000    23,156    12,666    12,440      53,272      17,229    17,003     57,835       23,505     23,278     64,110

 10    2,000    26,414    13,828    13,828      54,434      19,429    19,429     60,035       27,456     27,456     68,062


 15    2,000    45,315    18,689    18,689      59,294      31,176    31,176     71,781       53,297     53,297     93,902

 20    2,000    69,439    21,506    21,506      62,111      43,754    43,754     84,359       93,070     93,070    133,675

 25    2,000   100,227    21,252    21,252      61,857      55,986    55,986     96,591      153,879    153,879    194,485

 30    2,000   139,522    16,189    16,189      56,794      65,535    65,535    106,140      246,274    246,274    286,879

 35    2,000   189,673     3,371     3,371      43,976      67,920    67,920    108,526      385,475    385,475    426,080


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)   GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.
(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.
(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       48
   50

                             DEATH BENEFIT OPTION 1
               $5,000 ANNUAL PREMIUM:  $114,019 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 45
                                 
  

                                                                    CURRENT VALUES
         
                                0.00% HYPOTHETICAL                 6.00% HYPOTHETICAL               12.00% HYPOTHETICAL
                              GROSS INVESTMENT RETURN            GROSS INVESTMENT RETURN          GROSS INVESTMENT RETURN
                           -----------------------------       ---------------------------      -----------------------------
          ANNUAL                      CASH         NET                    CASH       NET                    CASH        NET
         PREMIUMS           CASH      SURR        DEATH        CASH       SURR      DEATH        CASH       SURR       DEATH
YEAR   PAID    AT 5%       VALUE      VALUE      BENEFIT       VALUE     VALUE     BENEFIT      VALUE       VALUE     BENEFIT
                                                                                     
  1    5,000     5,250      4,291      3,019     114,019        4,558     3,286    114,019        4,825      3,553    114,019

  2    5,000    10,763      8,507      7,234     114,019        9,306     8,034    114,019       10,138      8,866    114,019

  3    5,000    16,551     12,646     11,373     114,019       14,251    12,979    114,019       15,987     14,715    114,019

  4    5,000    22,628     16,712     15,503     114,019       19,405    18,196    114,019       22,433     21,224    114,019

  5    5,000    29,010     20,700     19,555     114,019       24,772    23,626    114,019       29,532     28,387    114,019

  6        0    30,460     19,975     18,893     114,019       25,447    24,365    114,019       32,163     31,082    114,019

  7        0    31,983     19,232     18,214     114,019       26,127    25,109    114,019       35,047     34,029    114,019

  8        0    33,582     18,468     17,514     114,019       26,811    25,857    114,019       38,211     37,257    114,019

  9        0    35,261     17,685     17,049     114,019       27,500    26,864    114,019       41,688     41,052    114,019

 10        0    37,024     16,873     16,873     114,019       28,186    28,186    114,019       45,506     45,506    114,019


 15        0    47,254     12,337     12,337     114,019       31,571    31,571    114,019       71,267     71,267    114,019

 20        0    60,309      6,421      6,421     114,019       34,445    34,445    114,019      113,599    113,599    138,591

 25        0    76,971        (*)        (*)         (*)       35,716    35,716    114,019      181,626    181,626    210,686

 30        0    98,237        (*)        (*)         (*)       32,871    32,871    114,019      290,627    290,627    310,971

 35        0   125,378        (*)        (*)         (*)       20,885    20,885    114,019      466,657    466,657    489,989


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.
(2)   CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.
(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.
(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       49
   51

                             DEATH BENEFIT OPTION 1
               $5,000 ANNUAL PREMIUM:  $114,019 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 45
                                    

                            GUARANTEED VALUES
                          0.00% HYPOTHETICAL         6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                       GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN
                       -----------------------    -----------------------      -----------------------
          ANNUAL                CASH      NET              CASH      NET                CASH      NET
         PREMIUMS      CASH     SURR     DEATH    CASH     SURR     DEATH     CASH      SURR     DEATH
YEAR  PAID    AT 5%    VALUE   VALUE    BENEFIT   VALUE   VALUE    BENEFIT    VALUE    VALUE    BENEFIT
                                                                
 1    5,000    5,250    4,159   2,886   114,019    4,422   3,149    114,019    4,685     3,413   114,019

 2    5,000   10,763    8,235   6,962   114,019    9,018   7,746    114,019    9,834     8,561   114,019

 3    5,000   16,551   12,229  10,956   114,019   13,798  12,526    114,019   15,496    14,223   114,019

 4    5,000   22,628   16,142  14,933   114,019   18,770  17,561    114,019   21,727    20,518   114,019

 5    5,000   29,010   19,974  18,829   114,019   23,944  22,798    114,019   28,589    27,444   114,019

 6        0   30,460   19,078  17,996   114,019   24,402  23,320    114,019   30,945    29,864   114,019

 7        0   31,983   18,147  17,129   114,019   24,839  23,821    114,019   33,514    32,496   114,019

 8        0   33,582   17,174  16,220   114,019   25,247  24,293    114,019   36,314    35,360   114,019

 9        0   35,261   16,151  15,514   114,019   25,619  24,983    114,019   39,369    38,732   114,019

 10       0   37,024   15,069  15,069   114,019   25,947  25,947    114,019   42,703    42,703   114,019

 15       0   47,254    8,481   8,481   114,019   26,597  26,597    114,019   64,815    64,815   114,019

 20       0   60,309      (*)     (*)       (*)   24,190  24,190    114,019  101,107   101,107   123,350

 25       0   76,971      (*)     (*)       (*)   14,938  14,938    114,019  159,556   159,556   185,085

 30       0   98,237      (*)     (*)       (*)      (*)     (*)        (*)  252,154   252,154   269,805

 35       0  125,378      (*)     (*)       (*)      (*)     (*)        (*)  400,851   400,851   420,893


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       50
   52

                             DEATH BENEFIT OPTION 2
               $5,000 ANNUAL PREMIUM: $103,521 SPECIFIED AMOUNT
                 MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45
                                 


                                CURRENT VALUES
                           0.00% HYPOTHETICAL           6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                         GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN
                        -------------------------   --------------------------  --------------------------------
      ANNUAL PREMIUMS            CASH      NET                CASH       NET                   CASH        NET
                         CASH    SURR     DEATH      CASH     SURR      DEATH      CASH        SURR       DEATH
YEAR   PAID    AT 5%    VALUE    VALUE   BENEFIT    VALUE     VALUE    BENEFIT    VALUE       VALUE      BENEFIT
                                                                      
 1     5,000     5,250   4,306    3,151   107,827     4,573    3,418   108,094      4,841       3,685    108,362

 2     5,000    10,763   8,526    7,371   112,047     9,325    8,170   112,847     10,157       9,002    113,678

 3     5,000    16,551  12,658   11,502   116,179    14,261   13,105   117,782     15,993      14,838    119,515

 4     5,000    22,628  16,704   15,606   120,225    19,388   18,291   122,909     22,404      21,307    125,926

 5     5,000    29,010  20,657   19,618   124,179    24,707   23,667   128,228     29,439      28,400    132,961

 6     5,000    35,710  24,522   23,540   128,043    30,227   29,245   133,748     37,164      36,182    140,685

 7     5,000    42,746  28,293   27,369   131,815    35,953   35,029   139,474     45,643      44,718    149,164

 8     5,000    50,133  31,971   31,105   135,493    41,890   41,024   145,411     54,950      54,084    158,471

 9     5,000    57,889  35,558   34,980   139,079    48,048   47,471   151,569     65,171      64,593    168,692

 10    5,000    66,034  39,046   39,046   142,567    54,428   54,428   157,949     76,389      76,389    179,910

 15    5,000   113,287  55,493   55,493   159,014    90,520   90,520   194,042    152,000     152,000    255,521

 20    5,000   173,596  69,077   69,077   172,598   133,213  133,213   236,734    272,686     272,686    376,207

 25    5,000   250,567  78,844   78,844   182,366   182,703  182,703   286,224    465,021     465,021    568,542

 30    5,000   348,804  82,881   82,881   186,402   238,011  238,011   341,532    770,716     770,716    874,238

 35    5,000   474,182  78,731   78,731   182,252   297,141  297,141   400,662  1,256,583   1,256,583  1,360,104


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       51
   53

                             DEATH BENEFIT OPTION 2
               $5,000 ANNUAL PREMIUM: $103,521 SPECIFIED AMOUNT
                 MALE: NON-TOBACCO: PREFERRED ISSUE: AGE 45


                                                        GUARANTEED VALUES
                           0.00% HYPOTHETICAL           6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                         GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN
                        -------------------------   --------------------------  --------------------------------
      ANNUAL PREMIUMS            CASH      NET                CASH       NET                   CASH        NET
                         CASH    SURR     DEATH     CASH      SURR      DEATH      CASH        SURR       DEATH
YEAR   PAID    AT 5%    VALUE    VALUE   BENEFIT    VALUE     VALUE    BENEFIT    VALUE       VALUE      BENEFIT
                                                                      
 1     5,000     5,250   4,180    3,024   107,701     4,443    3,288   107,964      4,706       3,551    108,227

 2     5,000    10,763   8,262    7,107   111,783     9,046    7,890   112,567      9,861       8,705    113,382

 3     5,000    16,551  12,248   11,092   115,769    13,813   12,658   117,334     15,507      14,351    119,028

 4     5,000    22,628  16,134   15,036   119,655    18,750   17,652   122,271     21,691      20,593    125,212

 5     5,000    29,010  19,920   18,880   123,441    23,858   22,819   127,380     28,465      27,425    131,986

 6     5,000    35,710  23,602   22,620   127,123    29,142   28,160   132,663     35,883      34,901    139,405

 7     5,000    42,746  27,175   26,251   130,696    34,601   33,677   138,122     44,005      43,081    147,526

 8     5,000    50,133  30,634   29,768   134,156    40,236   39,370   143,757     52,894      52,027    156,415

 9     5,000    57,889  33,974   33,396   137,495    46,046   45,468   149,567     62,619      62,042    166,140

 10    5,000    66,034  37,187   37,187   140,708    52,030   52,030   155,551     73,258      73,258    176,779

 15    5,000   113,287  51,171   51,171   154,692    84,551   84,551   188,072    143,444     143,444    246,965

 20    5,000   173,596  60,809   60,809   164,330   120,924  120,924   224,445    253,129     253,129    356,650

 25    5,000   250,567  64,135   64,135   167,656   159,381  159,381   262,902    423,868     423,868    527,389

 30    5,000   348,804  57,829   57,829   161,350   196,058  196,058   299,579    688,770     688,770    792,291

 35    5,000   474,182  36,319   36,319   139,840   223,193  223,193   326,714  1,098,021   1,098,021  1,201,543


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       52
   54

                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $301,625 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55


                                                         CURRENT VALUES

                           0.00% HYPOTHETICAL           6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                         GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN
                        -------------------------   --------------------------  --------------------------------
      ANNUAL PREMIUMS            CASH      NET                CASH       NET                   CASH        NET
                         CASH    SURR     DEATH      CASH     SURR      DEATH      CASH        SURR       DEATH
YEAR   PAID    AT 5%    VALUE    VALUE   BENEFIT    VALUE     VALUE    BENEFIT    VALUE       VALUE      BENEFIT
                                                                      
 1    20,000    21,000  17,219   12,612   301,625    18,290   13,683   301,625     19,362      14,755    301,625

 2    20,000    43,050  34,140   29,533   301,625    37,351   32,744   301,625     40,691      36,083    301,625

 3    20,000    66,203  50,782   46,175   301,625    57,238   52,630   301,625     64,217      59,610    301,625

 4    20,000    90,513  67,147   62,770   301,625    77,990   73,613   301,625     90,181      85,804    301,625

 5    20,000   116,038  83,219   79,072   301,625    99,636   95,490   301,625    118,836     114,689    301,625

 6         0   121,840  80,411   76,495   301,625   102,519   98,603   301,625    129,664     125,748    301,625

 7         0   127,932  77,510   73,824   301,625   105,434  101,748   301,625    141,575     137,889    301,625

 8         0   134,329  74,485   71,030   301,625   108,359  104,904   301,625    154,679     151,223    301,625

 9         0   141,045  71,326   69,022   301,625   111,293  108,990   301,625    169,121     166,817    301,625

 10        0   148,097  68,037   68,037   301,625   114,247  114,247   301,625    185,075     185,075    301,625

 15        0   189,014  48,054   48,054   301,625   128,364  128,364   301,625    294,478     294,478    341,595

 20        0   241,235  17,507   17,507   301,625   138,985  138,985   301,625    472,509     472,509    505,585

 25        0   307,884     (*)      (*)       (*)   141,234  141,234   301,625    760,267     760,267    798,281

 30        0   392,947     (*)      (*)       (*)   124,862  124,862   301,625  1,217,535   1,217,535  1,278,412

 35        0   501,511     (*)      (*)       (*)    59,677   59,677   301,625  1,935,318   1,935,318  2,032,083


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       53
   55

                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $301,625 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55
 

                                                       GUARANTEED VALUES
   
                            0.00% HYPOTHETICAL         6.00% HYPOTHETICAL            12.00% HYPOTHETICAL
                          GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN
                         -------------------------  -------------------------  --------------------------------
       ANNUAL PREMIUMS            CASH      NET               CASH     NET                     CASH       NET 
                          CASH    SURR     DEATH     CASH     SURR    DEATH       CASH         SURR      DEATH
YEAR    PAID    AT 5%    VALUE    VALUE   BENEFIT    VALUE   VALUE   BENEFIT     VALUE        VALUE     BENEFIT
                                                                      
  1    20,000    21,000  16,081   11,474   301,625  17,117   12,510   301,625     18,155      13,548    301,625

  2    20,000    43,050  31,805   27,198   301,625  34,883   30,275   301,625     38,086      33,479    301,625

  3    20,000    66,203  47,188   42,581   301,625  53,347   48,740   301,625     60,015      55,408    301,625

  4    20,000    90,513  62,237   57,860   301,625  72,558   68,181   301,625     84,184      79,807    301,625

  5    20,000   116,038  76,955   72,808   301,625  92,570   88,423   301,625    110,875     106,728    301,625

  6         0   121,840  72,607   68,691   301,625  93,579   89,663   301,625    119,426     115,509    301,625

  7         0   127,932  67,951   64,265   301,625  94,347   90,661   301,625    128,709     125,023    301,625
  
  8         0   134,329  62,922   59,466   301,625  94,816   91,360   301,625    138,800     135,345    301,625

  9         0   141,045  57,453   55,149   301,625  94,923   92,619   301,625    149,795     147,491    301,625

 10         0   148,097  51,472   51,472   301,625  94,602   94,602   301,625    161,814     161,814    301,625

 15         0   189,014  10,890   10,890   301,625  83,750   83,750   301,625    243,970     243,970    301,625

 20         0   241,235     (*)      (*)       (*)  42,243   42,243   301,625    385,307     385,307    412,279

 25         0   307,884     (*)      (*)       (*)     (*)      (*)       (*)    612,829     612,829    643,471

 30         0   392,947     (*)      (*)       (*)     (*)      (*)       (*)    963,397     963,397  1,011,567

 35         0   501,511     (*)      (*)       (*)     (*)      (*)       (*)  1,486,642   1,486,642  1,560,974


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       54
   56

                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $271,462 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55
                                 
  

         
                                                              CURRENT VALUES
         
                              0.00% HYPOTHETICAL             6.00% HYPOTHETICAL               12.00% HYPOTHETICAL
                           GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN           GROSS INVESTMENT RETURN
                           -----------------------        -----------------------           -----------------------
                                     CASH      NET               CASH SURR  NET DEATH                 CASH       NET 
       ANNUAL PREMIUMS     CASH      SURR     DEATH      CASH                             CASH        SURR      DEATH
YEAR   PAID     AT 5%      VALUE    VALUE    BENEFIT    VALUE      VALUE     BENEFIT      VALUE      VALUE     BENEFIT
                                                                             
 1    20,000      21,000   17,271    13,125  288,733     18,342     14,195     289,804     19,413     15,266    290,875

 2    20,000      43,050   34,168    30,021  305,630     37,371     33,224     308,833     40,702     36,555    312,164

 3    20,000      66,203   50,702    46,556  322,164     57,123     52,977     328,585     64,064     59,918    335,526

 4    20,000      90,513   66,864    62,925  338,326     77,613     73,674     349,075     89,694     85,755    361,156

 5    20,000     116,038   82,622    78,890  354,084     98,834     95,102     370,296    117,783    114,051    389,245

 6    20,000     142,840   97,989    94,465  369,451    120,824    117,299     392,286    148,588    145,063    420,050

 7    20,000     170,982  112,959   109,641  384,421    143,600    140,283     415,062    182,370    179,052    453,832

 8    20,000     200,531  127,503   124,393  398,965    167,163    164,053     438,625    219,397    216,287    490,859

 9    20,000     231,558  141,620   139,547  413,082    191,536    189,463     462,998    259,988    257,915    531,450

 10   20,000     264,136  155,325   155,325  426,787    216,763    216,763     488,225    304,517    304,517    575,979

 15   20,000     453,150  218,239   218,239  489,701    357,592    357,592     629,054    602,578    602,578    874,040

 20   20,000     694,385  265,419   265,419  536,881    518,819    518,819     790,281  1,072,248  1,072,248  1,343,710

 25   20,000   1,002,269  291,795   291,795  563,257    697,917    697,917     969,379  1,812,137  1,812,137  2,083,599

 30   20,000   1,395,216  290,557   290,557  562,019    889,293    889,293   1,160,756  2,979,455  2,979,455  3,250,917

 35   20,000   1,896,726  249,775   249,775  521,237  1,079,693  1,079,693   1,351,155  4,822,266  4,822,266  5,093,728


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       55
   57

                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $271,462 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 55


                                                            GUARANTEED VALUES

                               0.00% HYPOTHETICAL           6.00% HYPOTHETICAL             12.00% HYPOTHETICAL
                            GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN
                           ---------------------------  ---------------------------  -------------------------------
                                      CASH      NET                CASH      NET                   CASH       NET
        ANNUAL PREMIUMS     CASH      SURR     DEATH     CASH      SURR     DEATH      CASH        SURR      DEATH
YEAR    PAID     AT 5%      VALUE    VALUE    BENEFIT    VALUE    VALUE    BENEFIT     VALUE      VALUE     BENEFIT
                                                                          
  1    20,000     21,000    16,184   12,038    287,646   17,220    13,073   288,682     18,257     14,110    289,719

  2    20,000     43,050    31,877   27,730    303,339   34,940    30,794   306,402     38,128     33,982    309,590

  3    20,000     66,203    47,072   42,926    318,534   53,168    49,022   324,630     59,765     55,618    331,227

  4    20,000     90,513    61,751   57,812    333,213   71,898    67,958   343,360     83,317     79,378    354,779

  5    20,000    116,038    75,889   72,157    347,351   91,116    87,384   362,578    108,945    105,213    380,407

  6    20,000    142,840    89,459   85,934    360,921  110,807   107,282   382,269    136,821    133,297    408,283

  7    20,000    170,982   102,431   99,114    373,893  130,950   127,633   402,413    167,134    163,817    438,596

  8    20,000    200,531   114,758  111,648    386,220  151,507   148,397   422,969    200,069    196,959    471,531

  9    20,000    231,558   126,392  124,318    397,854  172,434   170,361   443,896    235,832    233,759    507,294

 10    20,000    264,136   137,288  137,288    408,750  193,690   193,690   465,152    274,652    274,652    546,114

 15    20,000    453,150   179,287  179,287    450,749  303,404   303,404   574,866    524,459    524,459    795,921

 20    20,000    694,385   193,401  193,401    464,863  410,516   410,516   681,978    897,812    897,812  1,169,274

 25    20,000  1,002,269   165,230  165,230    436,692  495,149   495,149   766,611  1,449,402  1,449,402  1,720,864

 30    20,000  1,395,216    76,531   76,531    347,993  527,482   527,482   798,944  2,262,330  2,262,330  2,533,792

 35    20,000  1,896,726       (*)      (*)        (*)  454,371   454,371   725,833  3,451,917  3,451,917  3,723,379


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       56
   58

                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $205,135 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65
                                                          
   
     
                                                         CURRENT VALUES 
          
                            0.00% HYPOTHETICAL          6.00% HYPOTHETICAL             12.00% HYPOTHETICAL
                          GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN
                         -------------------------  ---------------------------  ---------------------------------
       ANNUAL PREMIUMS            CASH      NET                CASH      NET                    CASH       NET
                          CASH    SURR     DEATH      CASH     SURR     DEATH       CASH        SURR      DEATH
YEAR    PAID    AT 5%    VALUE    VALUE   BENEFIT    VALUE     VALUE   BENEFIT     VALUE       VALUE     BENEFIT
                                                                       
  1    20,000    21,000  16,618   11,732   205,135   17,673    12,786   205,135     18,728      13,842    205,135

  2    20,000    43,050  32,941   28,054   205,135   36,092    31,206   205,135     39,372      34,485    205,135

  3    20,000    66,203  48,992   44,105   205,135   55,327    50,441   205,135     62,184      57,297    205,135

  4    20,000    90,513  64,779   60,137   205,135   75,440    70,798   205,135     87,442      82,800    205,135

  5    20,000   116,038  80,339   75,941   205,135   96,529    92,131   205,135    115,498     111,100    205,135

  6         0   121,840  76,906   72,753   205,135   98,778    94,625   205,135    125,708     121,555    205,135

  7         0   127,932  73,232   69,323   205,135  100,961    97,052   205,135    136,997     133,088    205,135

  8         0   134,329  69,291   65,627   205,135  103,072    99,407   205,135    149,534     145,869    205,135

  9         0   141,045  65,045   62,602   205,135  105,098   102,654   205,135    163,519     161,076    205,135

 10         0   148,097  60,430   60,430   205,135  107,010   107,010   205,135    179,187     179,187    205,135

 15         0   189,014  29,550   29,550   205,135  114,133   114,133   205,135    287,698     287,698    302,083

 20         0   241,235     (*)      (*)       (*)  113,840   113,840   205,135    460,496     460,496    483,521

 25         0   307,884     (*)      (*)       (*)   94,478    94,478   205,135    731,738     731,738    768,325

 30         0   392,947     (*)      (*)       (*)   15,855    15,855   205,135  1,166,147   1,166,147  1,177,808


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       57
   59

                             DEATH BENEFIT OPTION 1
               $20,000 ANNUAL PREMIUM:  $205,135 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65

                               



                                                       GUARANTEED VALUES

                            0.00% HYPOTHETICAL         6.00% HYPOTHETICAL          12.00% HYPOTHETICAL
                          GROSS INVESTMENT RETURN    GROSS INVESTMENT RETURN     GROSS INVESTMENT RETURN
                         -------------------------  -------------------------   --------------------------
            ANNUAL                 CASH     NET               CASH     NET                CASH       NET
           PREMIUMS      CASH      SURR    DEATH     CASH     SURR    DEATH      CASH     SURR      DEATH
YEAR    PAID    AT 5%    VALUE    VALUE   BENEFIT    VALUE   VALUE   BENEFIT    VALUE     VALUE    BENEFIT
                                                                  
  1    20,000    21,000  14,205    9,319   205,135  15,188   10,302   205,135    16,174   11,288   205,135

  2    20,000    43,050  28,074   23,187   205,135  30,954   26,067   205,135    33,958   29,072   205,135

  3    20,000    66,203  41,640   36,754   205,135  47,385   42,499   205,135    53,624   48,737   205,135

  4    20,000    90,513  54,939   50,297   205,135  64,586   59,944   205,135    75,496   70,854   205,135

  5    20,000   116,038  67,999   63,601   205,135  82,675   78,277   205,135    99,971   95,573   205,135

  6         0   121,840  61,657   57,503   205,135  81,451   77,297   205,135   106,042  101,889   205,135

  7         0   127,932  54,577   50,668   205,135  79,596   75,686   205,135   112,561  108,652   205,135

  8         0   134,329  46,582   42,917   205,135  76,953   73,288   205,135   119,588  115,924   205,135

  9         0   141,045  37,460   35,016   205,135  73,337   70,894   205,135   127,215  124,772   205,135

 10         0   148,097  26,972   26,972   205,135  68,532   68,532   205,135   135,581  135,581   205,135

 15         0   189,014     (*)      (*)       (*)  15,446   15,446   205,135   198,356  198,356   208,274

 20         0   241,235     (*)      (*)       (*)     (*)      (*)       (*)   311,439  311,439   327,011

 25         0   307,884     (*)      (*)       (*)     (*)      (*)       (*)   480,207  480,207   504,217

 30         0   392,947     (*)      (*)       (*)     (*)      (*)       (*)   746,244  746,244   753,706


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       58
   60

                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $194,739 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65
                                 


                                                            CURRENT VALUES

                              0.00% HYPOTHETICAL           6.00% HYPOTHETICAL             12.00% HYPOTHETICAL
                            GROSS INVESTMENT RETURN      GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN
                          ---------------------------  ---------------------------  --------------------------------
                                     CASH      NET                CASH      NET                   CASH       NET 
       ANNUAL PREMIUMS     CASH      SURR     DEATH     CASH      SURR     DEATH      CASH        SURR      DEATH
YEAR   PAID     AT 5%      VALUE    VALUE    BENEFIT    VALUE    VALUE    BENEFIT     VALUE      VALUE     BENEFIT
                                                                          
 1    20,000      21,000   16,547    11,908   211,285   17,594    12,955   212,332     18,642     14,003     213,381

 2    20,000      43,050   32,613    27,974   227,351   35,722    31,083   230,460     38,957     34,318     233,695

 3    20,000      66,203   48,191    43,552   242,929   54,391    49,752   249,129     61,097     56,458     255,836

 4    20,000      90,513   63,246    58,839   257,984   73,579    69,172   268,318     85,205     80,798     279,943

 5    20,000     116,038   77,770    73,595   272,509   93,294    89,119   288,032    111,462    107,287     306,201

 6    20,000     142,840   91,757    87,814   286,496  113,540   109,596   308,278    140,070    136,127     334,809

 7    20,000     170,982  105,157   101,446   299,895  134,280   130,569   329,019    171,208    167,497     365,947

 8    20,000     200,531  117,963   114,484   312,701  155,519   152,040   350,258    205,115    201,636     399,853

 9    20,000     231,558  130,153   127,834   324,892  177,246   174,926   371,984    242,039    239,720     436,778

 10   20,000     264,136  141,679   141,679   336,418  199,420   199,420   394,159    282,225    282,225     476,963

 15   20,000     453,150  190,197   190,197   384,936  318,421   318,421   513,160    545,952    545,952     740,690

 20   20,000     694,385  216,571   216,571   411,309  444,024   444,024   638,763    949,833    949,833   1,144,572

 25   20,000   1,002,269  212,426   212,426   407,165  566,208   566,208   760,946  1,568,052  1,568,052   1,762,790

 30   20,000   1,395,216  167,420   167,420   362,158  669,255   669,255   863,994  2,516,798  2,516,798   2,711,536


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $5 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       59
   61

                             DEATH BENEFIT OPTION 2
               $20,000 ANNUAL PREMIUM:  $194,739 SPECIFIED AMOUNT
                 MALE:  NON-TOBACCO:  PREFERRED ISSUE:  AGE 65


                                                            GUARANTEED VALUES

                               0.00% HYPOTHETICAL           6.00% HYPOTHETICAL             12.00% HYPOTHETICAL
                            GROSS INVESTMENT RETURN       GROSS INVESTMENT RETURN        GROSS INVESTMENT RETURN
                           ---------------------------  ---------------------------  -------------------------------
                                      CASH      NET                CASH      NET                   CASH       NET
        ANNUAL PREMIUMS     CASH      SURR     DEATH     CASH      SURR     DEATH      CASH        SURR      DEATH
YEAR    PAID     AT 5%      VALUE    VALUE    BENEFIT    VALUE    VALUE    BENEFIT     VALUE      VALUE     BENEFIT
                                                                          
  1    20,000     21,000    14,065    9,426    208,804   15,033    10,394   209,771     16,003     11,364    210,741

  2    20,000     43,050    27,434   22,795    222,172   30,225    25,586   224,964     33,136     28,497    227,875

  3    20,000     66,203    40,082   35,444    234,821   45,548    40,910   240,287     51,479     46,840    246,217

  4    20,000     90,513    51,978   47,571    246,716   60,962    56,555   255,700     71,106     66,699    265,844

  5    20,000    116,038    63,071   58,896    257,810   76,406    72,231   271,145     92,083     87,908    286,822

  6    20,000    142,840    73,294   69,351    268,032   91,798    87,855   286,537    114,461    110,518    309,200

  7    20,000    170,982    82,559   78,848    277,298  107,032   103,321   301,771    138,276    134,565    333,014

  8    20,000    200,531    90,758   87,279    285,497  121,972   118,493   316,710    163,539    160,060    358,278

  9    20,000    231,558    97,782   95,462    292,520  136,475   134,155   331,213    190,265    187,945    385,003

 10    20,000    264,136   103,541  103,541    298,279  150,410   150,410   345,149    218,487    218,487    413,225

 15    20,000    453,150   111,282  111,282    306,020  207,629   207,629   402,368    384,589    384,589    579,328

 20    20,000    694,385    73,398   73,398    268,136  226,517   226,517   421,255    595,047    595,047    789,786

 25    20,000  1,002,269       (*)      (*)        (*)  168,760   168,760   363,499    843,370    843,370  1,038,109

 30    20,000  1,395,216       (*)      (*)        (*)      (*)       (*)       (*)  1,119,536  1,119,536  1,314,275


(1)   ASSUMES NO POLICY LOANS AND NO PARTIAL WITHDRAWALS HAVE BEEN MADE.

(2)   GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES AND AN
      ADMINISTRATIVE EXPENSE CHARGE OF $7.50 PER MONTH.

(3)   NET INVESTMENT RETURNS ARE CALCULATED AS THE HYPOTHETICAL GROSS
      INVESTMENT RETURN LESS ALL CHARGES AND DEDUCTIONS SHOWN IN THE PROSPECTUS
      APPENDIX.

(*)   UNLESS ADDITIONAL PREMIUM IS PAID, THE POLICY WILL NOT STAY IN FORCE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATIONS CAN BE MADE BY THE COMPANY OR THE
TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.





                                       60
   62
================================================================================

                          Independent Auditors' Report

The Board of Directors and Contract Owners of
  Nationwide VLI Separate Account-2
  Nationwide Life Insurance Company:

      We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VLI Separate Account-2 as of December 31,
1994, and the related statements of operations and changes in contract owners'
equity for each of the years in the three year period then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

      We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994, by correspondence with
the custodian and the transfer agents of the underlying mutual funds. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nationwide VLI Separate
Account-2 as of December 31, 1994, and the results of its operations and its
changes in contract owners' equity for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.

      Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule I is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

                                                           KPMG Peat Marwick LLP

Columbus, Ohio
February 3, 1995


================================================================================
                                       61


   63
                        NATIONWIDE VLI SEPARATE ACCOUNT-2

          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY

                                DECEMBER 31, 1994



                                                                      
ASSETS:
   Investments at market value:
      The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
        17,066 shares (cost $229,907) ...............................    $    225,779
      Dreyfus Stock Index Fund (DryStkIx)
        43,240 shares (cost $563,926) ...............................         559,526
      Fidelity VIP -- Equity-Income Portfolio (FidEqInc)
        697,536 shares (cost $10,605,997) ...........................      10,707,181
      Fidelity VIP -- Growth Portfolio (FidGro)
        620,392 shares (cost $13,197,513) ...........................      13,456,301
      Fidelity VIP -- High Income Portfolio (FidHiInc)
        323,349 shares (cost $3,487,968) ............................       3,479,234
      Fidelity VIP -- Overseas Portfolio (FidOSeas)
        638,682 shares (cost $10,310,133) ...........................      10,008,141
      Fidelity VIP-II -- Asset Manager Portfolio (FidAsMgr)
        979,509 shares (cost $14,057,007) ...........................      13,507,428
      Nationwide SAT -- Capital Appreciation Fund (NWCapApp)
        96,931 shares (cost $1,061,238) .............................       1,058,489
      Nationwide SAT -- Government Bond Fund (NWGvtBd)
        290,229 shares (cost $3,109,145) ............................       2,960,341
      Nationwide SAT -- Money Market Fund (NWMyMkt)
        23,348,692 shares (cost $23,348,692) ........................      23,348,692
      Nationwide SAT -- Total Return Fund (NWTotRet)
        819,787 shares (cost $8,206,513) ............................       7,951,937
      Neuberger & Berman -- Growth Portfolio (NBGro)
        177,087 shares (cost $3,641,513) ............................       3,596,635
      Neuberger & Berman -- Limited Maturity Bond Portfolio (NBLtdMat)
        175,119 shares (cost $2,486,014) ............................       2,455,173
      Neuberger & Berman -- Partners Portfolio (NBPart)
        29,166 shares (cost $284,180) ...............................         284,956
      Oppenheimer -- Bond Fund (OppBdFd)
        161,232 shares (cost $1,824,307) ............................       1,738,080
      Oppenheimer -- Global Securities Fund (OppGISec)
        280,112 shares (cost $4,446,200) ............................       4,226,889
      Oppenheimer -- Multiple Strategies Fund (OppMult)
        218,847 shares (cost $2,878,510) ............................       2,825,318
      Strong VIP -- Strong Discovery Fund II, Inc. (StDisc2)
        235,086 shares (cost $2,502,680) ............................       2,367,311
      Strong VIP -- Strong Special Fund II, Inc. (StSpec2)
        362,758 shares (cost $5,317,192) ............................       5,162,053
      TCI Portfolios -- TCI Balanced (TCIBal)
        154,092 shares (cost $945,391) ..............................         918,387
      TCI Portfolios -- TCI Growth (TCIGro)
        579,319 shares (cost $5,277,073) ............................       5,335,528
      TCI Portfolios -- TCI International (TCIInt)
        99,911 shares (cost $486,109) ...............................         474,578
      Van Eck -- Global Bond Fund (VEGlobBd)
        115,655 shares (cost $1,175,056) ............................       1,180,841
      Van Eck -- Gold and Natural Resources Fund (VEGoldNR)
        200,034 shares (cost $2,815,779) ............................       2,624,440
                                                                         ------------
                 Total investments ..................................     120,453,238
    Accounts receivable .............................................         524,383
                                                                         ------------
                 Total assets .......................................    $120,977,621
                                                                         ============
CONTRACT OWNERS' EQUITY .............................................    $120,977,621
                                                                         ============


                                       62
   64



Contract owners' equity represented by:



                                                                                   Units            Unit Value
                                                                                  ---------         ----------
                                                                                                                  
Single Premium contracts issued prior to April 16, 1990:
  Fidelity VIP -- Equity-Income Portfolio...................................      13,321            $19.708533    $    262,537
  Fidelity VIP -- Growth Portfolio..........................................       9,478             22.566466         213,885
  Fidelity VIP -- High Income Portfolio.....................................       3,361             18.151674          61,008
  Fidelity VIP -- Overseas Portfolio........................................      13,422             16.131866         216,522
  Fidelity VIP-II -- Asset Manager Portfolio................................       2,603             15.607540          40,626
  Nationwide SAT -- Government Bond Fund....................................       6,330             16.457035         104,173
  Nationwide SAT -- Money Market Fund.......................................      11,053             13.652006         150,896
  Nationwide SAT -- Total Return fund.......................................       1,202             17.312690          20,811
  Neuberger & Berman -- Growth Portfolio....................................       5,016             17.608267          88,323
  Neuberger & Berman -- Limited Maturity Bond Portfolio.....................       3,923             14.475203          56,786
  Oppenheimer -- Global Securities Fund.....................................       1,694             11.358489          19,241
  Strong VIP -- Strong Special Fund II......................................         223             14.690448           3,276
  TCI Portfolios -- TCI Growth..............................................       9,010             19.544976         176,100
  Van Eck -- Global Bond Fund...............................................          23             12.443161             286
  Van Eck -- Gold and Natural Resources Fund................................       4,470             11.677805          52,200

Single Premium contracts issued on or after April 16, 1990:
  The Dreyfus Socially Responsible Growth Fund, Inc.........................       1,810             10.722275          19,407
  Dreyfus Stock Index Fund..................................................       2,251             10.088849          22,710
  Fidelity VIP -- Equity-Income Portfolio...................................     323,332             16.234159       5,249,023
  Fidelity VIP -- Growth Portfolio..........................................     280,939             15.715602       4,415,126
  Fidelity VIP -- High Income Portfolio.....................................      67,741             18.805616       1,273,911
  Fidelity VIP -- Overseas Portfolio........................................     412,762             11.700527       4,829,533
  Fidelity VIP-II -- Asset Manager Portfolio................................     408,876             15.350115       6,276,294
  Nationwide SAT -- Capital Appreciation Fund...............................       8,559             11.312336          96,822
  Nationwide SAT -- Government Bond Fund....................................     156,063             13.739287       2,144,194
  Nationwide SAT -- Money Market Fund.......................................   1,309,314             11.534440      15,102,204
  Nationwide SAT -- Total Return Fund.......................................     120,485             15.031721       1,811,097
  Neuberger & Berman -- Growth Portfolio....................................     115,954             12.508337       1,450,392
  Neuberger & Berman -- Limited Maturity Bond Portfolio.....................      82,503             12.496729       1,031,018
  Neuberger & Berman -- Partners Portfolio..................................       5,109             10.018146          51,183
  Oppenheimer -- Bond Fund..................................................      47,345             13.903136         658,244
  Oppenheimer -- Global Securities Fund.....................................     121,746             11.309050       1,376,832
  Oppenheimer -- Multiple Strategies Fund...................................     111,321             13.693997       1,524,429
  Strong VIP -- Strong Discovery Fund II, Inc...............................      91,405             12.144445       1,110,063
  Strong VIP -- Strong Special Fund II, Inc.................................     118,446             14.552799       1,723,721
  TCI Portfolios -- TCI Balanced............................................      49,551             10.801955         535,248
  TCI Portfolios -- TCI Growth..............................................     198,216             13.226279       2,621,660
  TCI Portfolios -- TCI International Fund..................................      25,205              9.392654         236,742
  Van Eck -- Global Bond Fund...............................................      37,371             12.237880         457,342
  Van Eck -- Gold and Natural Resources Fund................................      96,291             12.988341       1,250,660

Multiple Payment contracts and Flexible Premium contracts:
  The Dreyfus Socially Responsible Growth Fund, Inc.........................      19,208             10.788547         207,226
  Dreyfus Stock Index Fund..................................................      52,892             10.151919         536,955
  Fidelity VIP -- Equity-Income Portfolio...................................     313,251             16.576413       5,192,578
  Fidelity VIP -- Growth Portfolio..........................................     557,100             15.828463       8,818,037
  Fidelity VIP -- High Income Portfolio.....................................     123,032             17.428943       2,144,318
  Fidelity VIP -- Overseas Portfolio........................................     395,360             12.540728       4,958,102
  Fidelity VIP-II -- Asset Manager Portfolio................................     521,838             13.774855       7,188,243
  Nationwide SAT -- Capital Appreciation Fund...............................      83,892             11.465403         961,856
  Nationwide SAT -- Government Bond Fund....................................      55,992             12.720514         712,247
  Nationwide SAT -- Money Market Fund.......................................     772,913             11.176411       8,638,393
  Nationwide SAT -- Total Return Fund.......................................     430,902             14.205723       6,121,274
  Neuberger & Berman -- Growth Portfolio....................................     168,359             12.214794       2,056,471
  Neuberger & Berman -- Limited Maturity Bond Portfolio.....................     114,924             11.900389       1,367,640
  Neuberger & Berman -- Partners Portfolio..................................      23,346             10.038887         234,368
  Oppenheimer -- Bond Fund..................................................      82,713             13.065574       1,080,693
  Oppenheimer -- Global Securities Fund.....................................     248,498             11.379737       2,827,842
  Oppenheimer -- Multiple Strategies Fund...................................      97,117             13.372968       1,298,743
  Strong VIP -- Strong Discovery Fund II, Inc...............................     102,169             12.307607       1,257,456
  Strong VIP -- Strong Special Fund II, Inc.................................     232,802             14.748256       3,433,423
  TCI Portfolios -- TCI Balanced............................................      35,010             10.948128         383,294
  TCI Portfolios -- TCI Growth..............................................     204,938             12.417011       2,544,717
  TCI Portfolios -- TCI International.......................................      25,025              9.412116         235,538
  Van Eck -- Global Bond Fund...............................................      63,390             11.388987         721,948
  Van Eck -- Gold and Natural Resources Fund................................      93,221             14.178501       1,321,734
                                                                               =========             =========    ------------
                                                                                                                  $120,977,621
                                                                                                                  ============




See accompanying notes to financial statements

                                            63   65
================================================================================

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

         STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992



                                                                   1994             1993             1992       
                                                               ------------     ------------      -----------   
                                                                                                    
Investment activity:                                                                                            
   Reinvested capital gains and dividends ................    $  3,376,057          974,676          604,541   
                                                               ------------     ------------      -----------   
   Gain (loss) on investments:                                                                                  
      Proceeds from redemption of mutual fund shares .....      184,340,809      115,961,691       40,509,633   
      Cost of mutual fund shares sold ....................     (184,441,475)    (113,135,035)     (39,859,527)  
                                                               ------------     ------------      -----------   
      Realized gain (loss) on investments ................         (100,666)       2,826,656          650,106   
      Change in unrealized gain (loss) on investments.....       (3,604,010)       1,224,589          (62,290)  
                                                               ------------     ------------      -----------   
        Net gain (loss) on investments ...................       (3,704,676)       4,051,245          587,816   
                                                               ------------     ------------      -----------   
                    Net investment activity ..............         (328,619)       5,025,921        1,192,357   
                                                               ------------     ------------      -----------   
                                                                                                                
Equity transactions:                                                                                            
   Purchase payments received from contract owners .......       77,172,455       31,008,045       10,528,830   
   Surrenders (note 2d) ..................................       (1,308,994)        (559,275)        (466,222)  
   Death benefits (note 4) ...............................          (15,398)        (360,580)         (75,324)  
   Policy loans (net of repayments) (note 5) .............       (2,980,396)      (1,781,013)        (974,590)  
                                                               ------------     ------------      -----------   
                    Net equity transactions ..............       72,867,667       28,307,177        9,012,694   
                                                               ------------     ------------      -----------   
                                                                                                                
Expenses:                                                                                                       
   Deductions for surrender charges (note 2d) ............         (116,899)         (24,490)         (18,062)  
   Redemptions to pay cost of insurance charges                                                                 
      and administrative charges (notes 2b and 2c) .......       (5,382,393)      (1,539,443)        (390,248)  
   Deductions for asset charges (note 3) .................         (879,737)        (430,173)        (219,427)  
                                                               ------------     ------------       ----------   
                    Total expenses .......................       (6,379,029)      (1,994,106)        (627,737)  
                                                               ------------     ------------       ----------   
                                                                                                                
Net change in contract owners' equity ....................       66,160,019       31,338,992        9,577,314   
Contract owners' equity beginning of period ..............       54,817,602       23,478,610       13,901,296   
                                                               ------------     ------------      -----------   
Contract owners' equity end of period ....................     $120,977,621       54,817,602       23,478,610   
                                                               ============     ============      ===========   
                                               

See accompanying notes to financial statements.

================================================================================

                                       64
   66
================================================================================

                       NATIONWIDE VLI SEPARATE ACCOUNT-2

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 1994, 1993 AND 1992

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   (a) Organization

      The Nationwide VLI Separate Account--2 (the Account) was established
pursuant to a resolution of the Board of Directors of Nationwide Life Insurance
Company (the Company) on May 7, 1987. The Account has been registered as a unit
investment trust under the Investment Company Act of 1940.

   (b) The Contracts

      Prior to December 31, 1990, only single premium life insurance contracts
without a front-end sales charge, but with a contingent deferred sales charge
and certain other fees, were offered for purchase. Beginning December 31, 1990,
multiple payment life insurance contracts and flexible premium life insurance
contracts with a front-end sales charge, a contingent deferred sales charge and
certain other fees, are offered for purchase. See note 2 for a discussion of
policy charges.

      Contract owners may invest in the following:

      The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)

      Dreyfus Stock Index Fund (DryStkIx)(formerly Dreyfus Life and Annuity
      Index Fund, Inc. (DLAI))

      Portfolios of the Fidelity Variable Insurance Products Fund (Fidelity
      VIP);

           Fidelity VIP -- Equity-Income Portfolio (FidEqInc)
           Fidelity VIP -- Growth Portfolio (FidGro)
           Fidelity VIP -- High Income Portfolio (FidHiInc)
           Fidelity VIP -- Overseas Portfolio (FidOSeas)

      Portfolio of the Fidelity Variable Insurance Products Fund II (Fidelity
      VIP-II)

           Fidelity VIP-II -- Asset Manager Portfolio (FidAsMgr)

      Funds of the Nationwide Separate Account Trust (Nationwide SAT) (managed
      for a fee by an affiliated investment adviser);

           Nationwide SAT -- Capital Appreciation Fund (NWCapApp)
           Nationwide SAT -- Government Bond Fund (NWGvtBd)
           Nationwide SAT -- Money Market Fund (NWMyMkt)
           Nationwide SAT -- Total Return Fund (NWTotRet)

      Portfolios of the Neuberger & Berman Advisers Management Trust (Neuberger
      & Berman);

           Neuberger & Berman -- Growth Portfolio (NBGro)
           Neuberger & Berman -- Limited Maturity Bond Portfolio (NBLtdMat)
           Neuberger & Berman -- Partners Portfolio (NBPart)

      Funds of the Oppenheimer Variable Account Funds (Oppenheimer);

           Oppenheimer -- Bond Fund (OppBdFd)
           Oppenheimer -- Global Securities Fund (OppGlSec)
           Oppenheimer -- Multiple Strategies Fund (OppMult)

      Funds of the Strong Variable Insurance Products Funds (Strong VIP);

           Strong VIP -- Strong Discovery Fund II, Inc. (StDisc2)
           Strong VIP -- Strong Special Fund II, Inc. (StSpec2)

      Portfolios of the TCI Portfolios, Inc. (TCI Portfolios);

           TCI Portfolios -- TCI Balanced (TCIBal)
           TCI Portfolios -- TCI Growth (TCIGro)
           TCI Portfolios -- TCI International (TCIInt)

      Funds of the Van Eck Investment Trust (Van Eck);

           Van Eck -- Global Bond Fund (VEGlobBd)
           Van Eck -- Gold and Natural Resources Fund (VEGoldNR)


                                       65
   67
      At December 31, 1994, contract owners have invested in all of the above
funds. The contract owners' equity is affected by the investment results of each
fund and certain policy charges (see note 2). The accompanying financial
statements include only contract owners' purchase payments pertaining to the
variable portions of their contracts and exclude any purchase payments for fixed
dollar benefits, the latter being included in the accounts of the Company.

   (c) Security Valuation, Transactions and Related Investment Income

      The market value of investments is based on the closing net asset value
per share at December 31, 1994. Fund purchases and sales are accounted for on
the trade date (date the order to buy or sell is executed). The cost of
investments sold is determined on a specific identification basis, and dividends
(which include capital gain distributions) are accrued as of the ex-dividend
date.

   (d) Federal Income Taxes

      The operations of the Account form a part of, and are taxed with, the
operations of the Company, which is taxed as a life insurance company under the
provisions of the Internal Revenue Code.

      Currently, no charge is being made to the Account for Federal income
taxes, or reserves for such taxes, which may be attributed to the Account.
However, the Company reserves the right to make such charges in the future.

(2) Policy Charges

   (a) Deductions from Premiums

      On multiple payment contracts and flexible premium contracts, the Company
deducts a charge for state premium taxes equal to 2.5% of all premiums received
to cover the payment of these premium taxes. The Company also deducts a sales
load from each premium payment received not to exceed 3.5% of each premium
payment. The Company may at its sole discretion reduce this sales loading.

   (b) Cost of Insurance

      A cost of insurance charge is assessed monthly against each contract by
liquidating units. The amount of the charge is based upon age, sex, rate class
and net amount at risk (death benefit less total contract value).

   (c) Administrative Charges

      For single premium contracts, the Company deducts an annual administrative
charge which is determined as follows:

      Contracts issued prior to April 16, 1990:
         Purchase payments totalling less than $25,000 - $10/month
         Purchase payments totalling $25,000 or more - none

      Contracts issued on or after April 16, 1990:

         Purchase payments totalling less than $25,000 - $90/year ($65/year in
         New York)
         Purchase payments totalling $25,000 or more - $50/year

      For multiple payment contracts, the Company currently deducts a monthly
administrative charge of $5 (may deduct up to $7.50, maximum) to recover policy
maintenance, accounting, record keeping and other administrative expenses.

      For flexible premium contracts, the Company currently deducts a monthly
administrative charge of $25 during the first policy year and $5 per month
thereafter (may deduct up to $7.50, maximum) to recover policy maintenance,
accounting, record keeping and other administrative expenses. Additionally, the
Company deducts an increase charge of $2.04 per year per $1,000 applied to any
increase in the specified amount during the first 12 months after the increase
becomes effective.

The above charges are assessed against each contract by liquidating units.

   (d) Surrenders

      Policy surrenders result in a redemption of the contract value from the
Account and payment of the surrender proceeds to the contract owner or designee.
The surrender proceeds consist of the contract value, less any outstanding
policy loans, and less a surrender charge, if applicable. The charge is
determined according to contract type.

      For single premium contracts, the charge is determined based upon a
specified percentage of the original purchase payment. For single premium
contracts issued prior to April 16, 1990, the charge is 8% in the first year and
declines to 0% after the ninth year. For single premium contracts issued on or
after April 16, 1990, the charge is 8.5% in the first year, and declines to 0%
after the ninth year.


                                       66
   68


      For multiple payment contracts and flexible premium contracts, the amount
charged is based upon a specified percentage of the initial surrender charge,
which varies by issue age, sex and rate class. The charge is 100% of the initial
surrender charge in the first year, declining to 0% after the ninth year.

      The Company may waive the surrender charge for certain contracts in which
the sales expenses normally associated with the distribution of a contract are
not incurred.

(3) Asset Charges

      For single premium contracts, the Company deducts a charge from the
contract to cover mortality and expense risk charges related to operations, and
to recover policy maintenance and premium tax charges. For contracts issued
prior to April 16, 1990, the charge is equal to an annual rate of .95% during
the first ten policy years, and .50% thereafter. A reduction of charges on these
contracts is possible in policy years six through ten for those contracts
achieving certain investment performance criteria. For single premium contracts
issued on or after April 16, 1990, the charge is equal to an annual rate of
1.30% during the first ten policy years, and 1.00% thereafter.

      For multiple payment contracts and flexible premium contracts the Company
deducts a charge equal to an annual rate of .80%, with certain exceptions, to
cover mortality and expense risk charges related to operations.

      The above charges are assessed through the daily unit value calculation.

(4) Death Benefits

      Death benefits result in a redemption of the contract value from the
Account and payment of the death benefit proceeds, less any outstanding policy
loans (and policy charges), to the legal beneficiary. The excess of the death
benefit proceeds over the contract value on the date of death is paid by the
Company's general account.

(5) Policy Loans (Net of Repayments)

      Contract provisions allow contract owners to borrow up to 90% (50% during
first year of single premium contracts) of a policy's cash surrender value. For
single premium contracts issued prior to April 16, 1990, 6.5% interest is due
and payable annually in advance. For single premium contracts issued on or after
April 16, 1990, multiple payment contracts and flexible premium contracts, 6%
interest is due and payable in advance on the policy anniversary when there is a
loan outstanding on the policy.

      At the time the loan is granted, the amount of the loan is transferred
from the Account to the Company's general account as collateral for the
outstanding loan. Collateral amounts in the general account are credited with
the stated rate of interest in effect at the time the loan is made, subject to a
guaranteed minimum rate. Loan repayments result in a transfer of collateral,
including interest, back to the Account.

(6) Schedule I

      Schedule I presents the components of the change in the unit values, which
are the basis for determining contract owners' equity. This schedule is
presented for each series, as applicable, in the following format:

           - Beginning unit value - Jan. 1

           - Reinvested dividends and capital gains
             (This amount reflects the increase in the unit value due to
             dividend and capital gain distributions from the underlying mutual
             fund.)

           - Unrealized gain (loss)
             (This amount reflects the increase (decrease) in the unit value
             resulting from the market appreciation (depreciation) of the fund.)

           - Asset charges
             (This amount reflects the decrease in the unit value due to the
             charges discussed in note 3.)

           - Ending unit value - Dec. 31

           - Percentage increase (decrease) in unit value.


================================================================================

                                       67
   69
                                                                      SCHEDULE I

                        NATIONWIDE VLI SEPARATE ACCOUNT-2

             SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992



                                             FIDEQINC       FIDGRO        FIDHIINC      FIDOSEAS      FIDASMGR      NWGVTBD
                                            ----------     ---------     ---------     ---------     ---------     ---------
                                                                                                 
1994
 Beginning unit value - Jan. 1              $18.583057     22.785679     18.612185     16.009316     16.778042     17.168348
- ----------------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains       1.395798      1.371061      1.706032       .082663       .815806      1.079469
- ----------------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                       (.087894)    (1.381165)   ( 1.991707)      .196908     (1.832732)    (1.633239)
- ----------------------------------------------------------------------------------------------------------------------------
 Asset charges                                (.182428)     (.209109)     (.174836)     (.157021)     (.153576)     (.157543)
- ----------------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                $19.708533     22.566466     18.151674     16.131866     15.607540     16.457035
- ----------------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value*                                6%           (1)%          (2)%           1%           (7)%          (4)%
============================================================================================================================

1993
 Beginning unit value - Jan. 1              $15.870837     19.270345     15.591886     11.777024     13.992516     15.826033
- ----------------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains        .463717       .428707      1.282532       .275295       .649736      1.013212
- ----------------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                       2.415095      3.287237      1.901458      4.091447      2.280467       .488744
- ----------------------------------------------------------------------------------------------------------------------------
 Asset charges                                (.166592)     (.200610)     (.163691)     (.134450)     (.144677)     (.159641)
- ----------------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                $18.583057     22.785679     18.612185     16.009316     16.778042     17.168348
- ----------------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value*                               17%           18%           19%           36%           20%            8%
============================================================================================================================

1992
 Beginning unit value - Jan. 1              $13.697404     17.795954     12.791968     13.316077     12.626216     14.812100
- ----------------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains        .489013       .461042      1.083931       .182793       .643268      1.584012
- ----------------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                       1.823212      1.181841      1.855998     (1.599225)      .849351      (.425439)
- ----------------------------------------------------------------------------------------------------------------------------
 Asset charges                                (.138792)     (.168492)     (.140011)     (.122621)     (.126319)     (.144640)
- ----------------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                $15.870837     19.270345     15.591886     11.777024     13.992516     15.826033
- ----------------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value*                               16%            8%           22%          (12)%          11%            7%
============================================================================================================================


*An annualized rate of return cannot be determined as asset charges do not
 include the policy charges described in note 2.


                                       68
   70
                                                           SCHEDULE I, CONTINUED


                        NATIONWIDE VLI SEPARATE ACCOUNT-2

             SINGLE PREMIUM CONTRACTS ISSUED PRIOR TO APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992





                                           NWMYMKT        NWTOTRET       NBGRO        NBLTDMAT      OPPGLSEC      STSPEC2
                                          ----------     ---------     ---------     ---------     ---------     ---------
                                                                                               
1994
 Beginning unit value - Jan. 1            $13.267517     17.291720     18.709214     14.635617     12.162716     14.315226
- --------------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains      .512535       .875020      2.255334       .618309       .214436       .411358
- --------------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                      .000000      (.688478)    (3.185612)     (.641424)     (.903773)      .103258
- --------------------------------------------------------------------------------------------------------------------------
 Asset charges                              (.128046)     (.165572)     (.170669)     (.137299)     (.114890)     (.139394)
- --------------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31              $13.652006     17.312690     17.608267     14.475203     11.358489     14.690448
- --------------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value*                              3%            0%           (6)%          (1)%          (7)%           3%
==========================================================================================================================

1993
 Beginning unit value - Jan. 1            $13.035884     15.738275     17.686598     13.856975         **            **
- --------------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains      .357335       .643850       .409995       .569917
- --------------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                      .000000      1.067081       .782366       .345457
- --------------------------------------------------------------------------------------------------------------------------
 Asset charges                              (.125702)     (.157486)     (.169745)     (.136732)
- --------------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31              $13.267517     17.291720     18.709214     14.635617
- --------------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value*                              2%           10%            6%            6%
==========================================================================================================================

1992
 Beginning unit value - Jan. 1            $12.726690     14.687309     16.300625     13.300964         **            **
- --------------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains      .431470       .553999       .174368       .639966
- --------------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                      .000000       .639905      1.366598       .044916
- --------------------------------------------------------------------------------------------------------------------------
 Asset charges                              (.122276)     (.142938)     (.154993)     (.128871)
- --------------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31              $13.035884     15.738275     17.686598     13.856975
- --------------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value*                              2%            7%            9%            4%
==========================================================================================================================





                                                TCIGRO        VEGLOBBD      VEGOLDNR
                                               ---------     ---------     ---------
                                                                  
1994
 Beginning unit value - Jan. 1                 19.964524     12.729709     12.382561
- ------------------------------------------------------------------------------------
 Reinvested dividends and capital gains          .002137       .051271       .062321
- ------------------------------------------------------------------------------------
 Unrealized gain (loss)                         (.236035)     (.220753)     (.652194)
- ------------------------------------------------------------------------------------
 Asset charges                                  (.185650)     (.117066)     (.114883)
- ------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                   19.544976     12.443161     11.677805
- ------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value*                                 (2)%          (2)%          (6)%
====================================================================================

1993
 Beginning unit value - Jan. 1                 18.270571         **         7.583732
- ------------------------------------------------------------------------------------
 Reinvested dividends and capital gains          .049805                     .035765
- ------------------------------------------------------------------------------------
 Unrealized gain (loss)                         1.825395                    4.857738
- ------------------------------------------------------------------------------------
 Asset charges                                  (.181247)                   (.094674)
- ------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                   19.964524                   12.382561
- ------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value*                                   9%                         63%
====================================================================================

1992
 Beginning unit value - Jan. 1                 18.695945         **         7.983003
- ------------------------------------------------------------------------------------
 Reinvested dividends and capital gains          .118729                     .036024
- ------------------------------------------------------------------------------------
 Unrealized gain (loss)                         (.376601)                   (.359988)
- ------------------------------------------------------------------------------------
 Asset charges                                  (.167502)                   (.075307)
- ------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                   18.270571                    7.583732
- ------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value*                                  (2)%                        (5)%
====================================================================================



 *An annualized rate of return cannot be determined as asset charges do not
  include the policy charges discussed in note 2.

**This investment option was not being utilized.

                                       69
   71
                                                           SCHEDULE I, CONTINUED


                        NATIONWIDE VLI SEPARATE ACCOUNT-2

           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992



                                               DRYSRGRO          DRYSTKIX       FIDEQINC       FIDGRO        FIDHIINC
                                              ----------         ---------      ---------     ---------     ---------
                                                                                             
1994
 Beginning unit value - Jan. 1                $10.702403         10.131165      15.360584     15.923752     19.350153
- ---------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains          .276372           .283260       1.152726       .957853      1.773098
- ---------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                         (.117327)         (.195255)      (.073161)     (.966373)    (2.069306)
- ---------------------------------------------------------------------------------------------------------------------
 Asset charges                                  (.139173)         (.130321)      (.205990)     (.199630)     (.248329)
- ---------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                  $10.722275         10.088849      16.234159     15.715602     18.805616
- ---------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                              0%                0%             6%           (1)%          (3)%
=====================================================================================================================

1993
 Beginning unit value - Jan. 1                     **           $10.000000      13.165400     13.515048     16.267831
- ---------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                           1.497818        .383884       .300564      1.337665
- ---------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                                          (1.334006)      2.000061      2.300317      1.977956
- ---------------------------------------------------------------------------------------------------------------------
 Asset charges                                                    (.032647)      (.188761)     (.192177)     (.233299)
- ---------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                                    $10.131165      15.360584     15.923752     19.350153
- ---------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                                               1%(b)          17%            18%           19%
=====================================================================================================================

1992
 Beginning unit value - Jan. 1                     **                **        $11.404102     12.526775     13.395420
- ---------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                                           .406294       .324413      1.134645
- ---------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                                                          1.514696       .827788      1.940375
- ---------------------------------------------------------------------------------------------------------------------
 Asset charges                                                                   (.159692)     (.163928)     (.202609)
- ---------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                                                   $13.165400     13.515048     16.267831
- ---------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                                                              15%            8%           21%          
=====================================================================================================================






                                               FIDOSEAS         FIDASMGR      NWCAPAPP
                                              ---------        ---------     ---------
                                                                    
1994
 Beginning unit value - Jan. 1                11.652241        16.559029     11.563943
- --------------------------------------------------------------------------------------
 Reinvested dividends and capital gains         .060146          .804872       .182742
- --------------------------------------------------------------------------------------
 Unrealized gain (loss)                         .144272        (1.806726)     (.286826)
- --------------------------------------------------------------------------------------
 Asset charges                                 (.156132)        (.207060)     (.147523)
- --------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                  11.700527        15.350115     11.312336
- --------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                             0%              (7)%          (2)%
======================================================================================

1993
 Beginning unit value - Jan. 1                 8.602313        13.859040     10.688742
- --------------------------------------------------------------------------------------
 Reinvested dividends and capital gains         .201014          .643313       .260088
- --------------------------------------------------------------------------------------
 Unrealized gain (loss)                        2.983042         2.252405       .755302
- --------------------------------------------------------------------------------------
 Asset charges                                 (.134128)        (.195729)     (.140189)
- --------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                  11.652241        16.559029     11.563943
- --------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                             35%           19%              8%
======================================================================================

1992
 Beginning unit value - Jan. 1                 9.762186        12.551604     10.000000
- --------------------------------------------------------------------------------------
 Reinvested dividends and capital gains         .133959          .639230       .116911
- --------------------------------------------------------------------------------------
 Unrealized gain (loss)                       (1.169584)         .841759       .662491
- --------------------------------------------------------------------------------------
 Asset charges                                 (.124248)        (.173553)     (.090660)
- --------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                   8.602313        13.859040     10.688742
- --------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                            (12)%            10%          7%(b)
======================================================================================



   *An annualized rate of return cannot be determined as:

    (a) Asset charges do not include the policy charges discussed in note 2;
        and

    (b) This investment option was not utilized for the entire year indicated.

  **This investment option was not available.


                                       70
   72
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2

           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992



                                                          NWGVTBD        NWMYMKT       NWTOTRET       NBGRO
                                                         ----------     ---------     ---------     ---------
                                                                                        
1994
 Beginning unit value - Jan. 1                           $14.383265     11.249231     15.066007     13.336899
- -------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                     .902346       .433762       .760244      1.607088
- -------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                                   (1.366016)      .000000      (.597472)    (2.269450)
- -------------------------------------------------------------------------------------------------------------
 Asset charges                                             (.180308)     (.148553)     (.197058)     (.166200)
- -------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                             $13.739287     11.534440     15.031721     12.508337
- -------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                                        (4)%           3%            0%           (6)%
=============================================================================================================

1993
 Beginning unit value - Jan. 1                           $13.305926     11.092030     13.761364     12.652864
- -------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                     .849957       .303567       .561430       .293188
- -------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                                     .410720       .000000       .931322       .556715
- -------------------------------------------------------------------------------------------------------------
 Asset charges                                             (.183338)     (.146366)     (.188109)     (.165868)
- -------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                              14.383265     11.249231     15.066007     13.336899
- -------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                                        8%            1%            9%            5%
=============================================================================================================

1992
 Beginning unit value - Jan. 1                           $12.499106     10.868645     12.889484     11.704085
- -------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                    1.333128       .367907       .484903       .125129
- -------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                                    (.357624)      .000000       .560353       .977464
- -------------------------------------------------------------------------------------------------------------
 Asset charges                                             (.168684)     (.144522)     (.173376)     (.153814)
- -------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                             $13.305926     11.092030     13.761364     12.652864
- -------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                                        6%            2%            7%            8%
=============================================================================================================






                                                      NBLTDMAT      NBPART        OPPBDFD          OPPGLSEC
                                                     ---------     ---------     ---------        ---------
                                                                                      
1994
 Beginning unit value - Jan. 1                       12.679406     10.000000     14.362878        12.152136
- -----------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                .535454       .000000       .809172          .214078
- -----------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                               (.555628)      .072562     (1.086058)        (.900362)
- -----------------------------------------------------------------------------------------------------------
 Asset charges                                        (.162503)     (.054416)     (.182856)        (.156802)
- -----------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                         12.496729     10.018146     13.903136        11.309050
- -----------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                                   (1)%           0%           (3)%             (7)%
===========================================================================================================

1993
 Beginning unit value - Jan. 1                       12.047601        **         12.872824        10.000000
- -----------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                .495297                     .894915          .000000
- -----------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                                .298894                     .774891         2.187580
- -----------------------------------------------------------------------------------------------------------
 Asset charges                                        (.162386)                   (.179752)        (.035444)
- -----------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                         12.679406                   14.362878        12.152136
- -----------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                                   5%                           12%            22%(b)
===========================================================================================================

1992
 Beginning unit value - Jan. 1                       11.606586        **         12.247292            **
- -----------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                .558129                     .965315
- -----------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                                .038299                    (.174660)
- -----------------------------------------------------------------------------------------------------------
 Asset charges                                        (.155413)                   (.165123)
- -----------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                         12.047601                   12.872824
- -----------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
   in unit value* (a)                                   4%                            5%
===========================================================================================================


   *An annualized rate of return cannot be determined as:

    (a) Asset charges do not include the policy charges discussed in note 2;
        and

    (b) This investment option was not utilized for the entire year indicated.

  **This investment option was not available.


                                       71
   73
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2

           SINGLE PREMIUM CONTRACTS ISSUED ON OR AFTER APRIL 16, 1990

                       SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992



                                               OPPMULT       STDISC2          STSPEC2          TCIBAL
                                             ----------     ---------        ---------        ---------
                                                                                  
1994
 Beginning unit value - Jan. 1               $14.148115     13.003547        14.230663        10.876445
- --------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains         .720350       .971167          .407898          .260556
- --------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                        (.993926)    (1.670283)         .103521         (.194370)
- --------------------------------------------------------------------------------------------------------
 Asset charges                                 (.180542)     (.159986)        (.189283)        (.140676)
- --------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                 $13.693997     12.144445        14.552799        10.801955
- --------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                          (3)%          (7)%              2%              (1)%
========================================================================================================

1993
 Beginning unit value - Jan. 1               $12.362293     10.796269        11.518529        10.232336
- --------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains         .546245       .809234          .057229          .193813
- --------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                        1.411883      1.546688         2.823424          .587650
- --------------------------------------------------------------------------------------------------------
 Asset charges                                 (.172306)     (.148644)        (.168519)        (.137354)
- --------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                 $14.148115     13.003547        14.230663        10.876445
- --------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                          14%              20%              24%               6%
========================================================================================================

1992
 Beginning unit value - Jan. 1               $11.492307     10.000000        10.000000        10.000000
- --------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains         .523482       .686609          .254111          .088862
- --------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                         .502568       .192175         1.351260          .231816
- --------------------------------------------------------------------------------------------------------
 Asset charges                                 (.156064)     (.082515)        (.086842)        (.088342)
- --------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                 $12.362293     10.796269        11.518529        10.232336
- --------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                           8%           8%(b)           15%(b)            2%(b)
========================================================================================================






                                                      TCIGRO       TCIINT       VEGLOBBD       VEGOLDNR
                                                    ---------     ---------     ---------     ---------
                                                                                  
1994
 Beginning unit value - Jan. 1                      13.557427     10.000000     12.563474     13.820369
- -------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains               .001450       .000000       .050533       .069418
- -------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                              (.160376)     (.554327)     (.218292)     (.726294)
- -------------------------------------------------------------------------------------------------------
 Asset charges                                       (.172222)     (.053019)     (.157835)     (.175152)
- -------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                        13.226279      9.392654     12.237880     12.988341
- -------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                                (2)%          (6)%          (3)%          (6)%
=======================================================================================================

1993
 Beginning unit value - Jan. 1                      12.451309         **        11.809827      8.494453
- -------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains               .033826                     .949184       .039957
- -------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                              1.241015                    (.037350)     5.430795
- -------------------------------------------------------------------------------------------------------
 Asset charges                                       (.168723)                   (.158187)     (.144836)
- -------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                        13.557427                   12.563474     13.820369
- -------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                                 9%                          6%           63%
=======================================================================================================

1992
 Beginning unit value - Jan. 1                      12.787927         **        12.636322      8.974487
- -------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains               .081089                    1.071867       .040438
- -------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                              (.259357)                  (1.734743)     (.403465)
- -------------------------------------------------------------------------------------------------------
 Asset charges                                       (.158350)                   (.163619)     (.117007)
- -------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                        12.451309                   11.809827      8.494453
- -------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                                (3)%                        (7)%          (5)%
=======================================================================================================



    *An annualized rate of return cannot be determined as:

     (a) Asset charges do not include the policy charges discussed in note 2;
         and

     (b) This investment option was not utilized for the entire year indicated.

   **This investment option was not available.


                                       72
   74
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2

            MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS

                       SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992



                                           DRYSRGRO     DRYSTKIX    FIDEQINC     FIDGRO      FIDHIINC    FIDOSEAS
                                          ----------   ---------    ---------   ---------   ---------   ---------
                                                                                      
1994
 Beginning unit value - Jan. 1            $10.715005   10.143796    15.606442   15.958341   17.844401   12.426854
- ------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains      .278073     .284601     1.172669     .960381    1.635883     .064174
- ------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                     (.118575)   (.195976)    (.073581)   (.966828)  (1.910067)    .152413
- ------------------------------------------------------------------------------------------------------------------
 Asset charges                              (.085956)   (.080502)    (.129117)   (.123431)   (.141274)   (.102713)
- ------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31              $10.788547   10.151919    16.576413   15.828463   17.428943   12.540728
- ------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
    in unit value* (a)                         1%          0%           6%         (1)%        (2)%         1%
==================================================================================================================

1993
 Beginning unit value - Jan. 1            $10.000000   10.000000    13.308899   13.476298   14.926526    9.128094
- ------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains      .031142    1.499665      .389191     .299849    1.227974     .213405
- ------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                      .703426   (1.335764)    2.026087    2.300419    1.821967    3.173177
- ------------------------------------------------------------------------------------------------------------------
 Asset charges                              (.019563)   (.020105)    (.117735)   (.118225)   (.132066)   (.087822)
- ------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31              $10.715005   10.143796    15.606442   15.958341   17.844401   12.426854
- ------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
    in unit value* (a)                         7%(b)       1%(b)       17%         18%         20%         36%
==================================================================================================================

1992
 Beginning unit value - Jan. 1                  **           **    $11.469514   12.426998   12.228193   10.305868
- ------------------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                               .409816     .321995    1.036312     .141492
- ------------------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                                              1.527971     .826930    1.775349   (1.238908)
- ------------------------------------------------------------------------------------------------------------------
 Asset charges                                                       (.098402)   (.099625)   (.113328)   (.080358)
- ------------------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                                       $13.308899   13.476298   14.926526    9.128094 
- ------------------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
    in unit value* (a)                                                 16%          8%         22%        (11)%
==================================================================================================================




                                             FIDASMGR    NWCAPAPP
                                            ---------   ---------
                                                  
1994
 Beginning unit value - Jan. 1              14.785784   11.662121
- -----------------------------------------------------------------
 Reinvested dividends and capital gains       .719044     .184927
- -----------------------------------------------------------------
 Unrealized gain (loss)                     (1.615920)   (.289863)
- -----------------------------------------------------------------
 Asset charges                               (.114053)   (.091782)
- -----------------------------------------------------------------
 Ending unit value - Dec. 31                13.774855   11.465403
- -----------------------------------------------------------------
 Percentage increase (decrease)
    in unit value* (a)                         (7)%        (2)%
=================================================================

1993
 Beginning unit value - Jan. 1              12.312732   10.725293
- -----------------------------------------------------------------
 Reinvested dividends and capital gains       .571816     .261975
- -----------------------------------------------------------------
 Unrealized gain (loss)                      2.008516     .761628
- -----------------------------------------------------------------
 Asset charges                               (.107280)   (.086775)
- -----------------------------------------------------------------
 Ending unit value - Dec. 31                14.785784   11.662121
- -----------------------------------------------------------------
 Percentage increase (decrease)
    in unit value* (a)                         20%          9%
=================================================================

1992
 Beginning unit value - Jan. 1              11.094195   10.000000
- -----------------------------------------------------------------
 Reinvested dividends and capital gains       .565299     .117198
- -----------------------------------------------------------------
 Unrealized gain (loss)                       .747233     .663590
- -----------------------------------------------------------------
 Asset charges                               (.093995)   (.055495)
- -----------------------------------------------------------------
 Ending unit value - Dec. 31                12.312732   10.725293
- -----------------------------------------------------------------
 Percentage increase (decrease)
    in unit value* (a)                         11%          7%(b)
=================================================================


    *An annualized rate of return cannot be determined as:

     (a) Asset charges do not include the policy charges discussed in note 2;
         and

     (b) This investment option was not utilized for the entire year indicated.

   **This investment option was not available.


                                       73
   75

                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VLI SEPARATE ACCOUNT-2

            MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS

                       SCHEDULES OF CHANGES IN UNIT VALUES

                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992



                                             NWGVIBD       NWMYMKT      NWTOTRET       NBGRO
                                            ----------    ---------    ---------     ---------
1994
                                                                             
 Beginning unit value - Jan. 1              $13.250482    10.845265    14.167308     12.959107
- -----------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains        .833925      .419275      .717782      1.562441
- -----------------------------------------------------------------------------------------------
 Unrealized gain (loss)                      (1.261429)     .000000     (.565055)    (2.207122)
- -----------------------------------------------------------------------------------------------
 Asset charges                                (.102464)    (.088129)    (.114312)     (.099632)
- -----------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                $12.720514    11.176411    14.205723     12.214794
- -----------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                         (4)%          3%           0%          (6)%
===============================================================================================

1993
 Beginning unit value - Jan. 1              $12.196370    10.639809    12.875439     12.232618
- -----------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains        .781559      .291848      .527331       .283612
- -----------------------------------------------------------------------------------------------
 Unrealized gain (loss)                        .376228      .000000      .873117       .541815
- -----------------------------------------------------------------------------------------------
 Asset charges                                (.103675)    (.086392)    (.108579)     (.098938)
- -----------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                $13.250482    10.845265    14.167308     12.959107
- -----------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                          9%           2%           10%          6%
===============================================================================================

1992
 Beginning unit value - Jan. 1               11.398284    10.372248    11.998073     11.257546
- -----------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains       1.220229      .351875      .453040       .120449
- -----------------------------------------------------------------------------------------------
 Unrealized gain (loss)                       (.327900)     .000000      .523204       .945268
- -----------------------------------------------------------------------------------------------
 Asset charges                                (.094243)    (.084314)    (.098878)     (.090645)
- -----------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                 12.196370    10.639809    12.875439     12.232618
- -----------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                          7%           3%            7%           9%
===============================================================================================





                                             NBLTDMAT      NBPART        OPPBDFD     OPPGLSEC
                                             ---------    ---------    ---------    ---------
1994
                                                                            
 Beginning unit value - Jan. 1               12.014277    10.000000    13.430475    12.167250
- ----------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains        .507651      .000000      .759284      .214589
- ----------------------------------------------------------------------------------------------
 Unrealized gain (loss)                       (.526553)     .072401    (1.018698)    (.905246)
- ----------------------------------------------------------------------------------------------
 Asset charges                                (.094986)    (.033514)    (.105487)    (.096856)
- ----------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                 11.900389    10.038887    13.065574    11.379737
- ----------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                         (1)%         0%           (3)%         (6)%
==============================================================================================

1993
 Beginning unit value - Jan. 1               11.358230       **        11.976650    10.000000
- ----------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains        .467224                   .835328      .000000
- ----------------------------------------------------------------------------------------------
 Unrealized gain (loss)                        .283278                   .721678     2.189077
- ----------------------------------------------------------------------------------------------
 Asset charges                                (.094455)                 (.103181)    (.021827)
- ----------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                 12.014277                 13.430475    12.167250
- ----------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                          6%                         12%       22%(b)
==============================================================================================

1992
 Beginning unit value - Jan. 1               10.886535       **        11.336437        **
- ----------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains        .523915                   .896156
- ----------------------------------------------------------------------------------------------
 Unrealized gain (loss)                        .037093                  (.162290)
- ----------------------------------------------------------------------------------------------
 Asset charges                                (.089313)                 (.093653)
- ----------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                 11.358230                 11.976650
- ----------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value* (a)                         4%                         6%
==============================================================================================



    *An annualized rate of return cannot be determined as:

     (a) Asset charges do not include the policy charges discussed in note 2;
         and

     (b) This investment option was not utilized for the entire year
         indicated.

 **This investment option was not available.

                                       74
   76



                                                           Schedule I, Continued

                        NATIONWIDE VLI SEPARATE ACCOUNT-2

            MULTIPLE PAYMENT CONTRACTS AND FLEXIBLE PREMIUM CONTRACTS

                       SCHEDULES OF CHANGES IN UNIT VALUES

                     YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992


                                                    OPPMULT       STDISC2      STSPEC2        TCIBAL
                                                  ----------     ---------    ---------     ---------
                                                                                
1994
 Beginning unit value - Jan. 1                    $13.747705     13.112678    14.350073     10.968814
- ------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains              .702216       .983647      .412806       .263602
- ------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                             (.968729)    (1.689193)     .103139      (.196764)
- ------------------------------------------------------------------------------------------------------
 Asset charges                                      (.108224)     (.099525)    (.117762)     (.087524)
- ------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                      $13.372968     12.307607    14.748256     10.948128
- ------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value*                                   (3)%          (6)%         3%            0%
======================================================================================================

1993
 Beginning unit value - Jan. 1                    $11.952042     10.832134    11.556788     10.267347
- ------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains              .529802       .814568      .057587       .195102
- ------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                             1.368631      1.557980     2.840017       .591395
- ------------------------------------------------------------------------------------------------------
 Asset charges                                      (.102770)     (.092004)    (.104319)     (.085030)
- ------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                      $13.747705     13.112678    14.350073     10.968814
- ------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value*                                   15%           21%          24%            7%
======================================================================================================

1992
 Beginning unit value - Jan. 1                    $11.054157     10.000000    10.000000     10.000000
- ------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains              .505102       .688214      .254638       .089065
- ------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                              .484754       .194428     1.355307       .232359
- ------------------------------------------------------------------------------------------------------
 Asset charges                                      (.091971)     (.050508)    (.053157)     (.054077)
- ------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                      $11.952042     10.832134    11.556788     10.267347
- ------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value*                                    8%           8%(b)       16%(b)         3%(b)
======================================================================================================






                                                       TCIGRO       TCIINT      VEGLOBBD     VEGOLDNR
                                                     ---------    ---------    ---------    ---------
                                                                                
1994
 Beginning unit value - Jan. 1                       12.664593    10.000000    11.633841    15.011706
- ------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                .001356      .000000      .046884      .075618
- ------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                               (.149703)    (.555221)    (.201583)    (.791458)
- ------------------------------------------------------------------------------------------------------
 Asset charges                                        (.099235)    (.032663)    (.090155)    (.117365)
- ------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                         12.417011     9.412116    11.388987    14.178501
- ------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value*                                     (2)%         (6)%         (2)%         (6)%
======================================================================================================

1993
 Beginning unit value - Jan. 1                       11.572833        **       10.880964     9.180337
- ------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                .031592                   .876895      .043340
- ------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                               1.156915                  (.034094)    5.884613
- ------------------------------------------------------------------------------------------------------
 Asset charges                                        (.096747)                 (.089924)    (.096584)
- ------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                         12.664593                 11.633841    15.011706
- ------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value*                                      9%                        7%           64%
======================================================================================================

1992
 Beginning unit value - Jan. 1                       11.824933        **       11.582940     9.649533
- ------------------------------------------------------------------------------------------------------
 Reinvested dividends and capital gains                .075139                   .985234      .043570
- ------------------------------------------------------------------------------------------------------
 Unrealized gain (loss)                               (.237534)                (1.595322)    (.435683)
- ------------------------------------------------------------------------------------------------------
 Asset charges                                        (.089705)                 (.091888)    (.077083)
- ------------------------------------------------------------------------------------------------------
 Ending unit value - Dec. 31                         11.572833                 10.880964     9.180337
- ------------------------------------------------------------------------------------------------------
 Percentage increase (decrease)
     in unit value*                                     (2)%                      (6)%         (5)%
======================================================================================================


    *An annualized rate of return cannot be determined as:

     (a) Asset charges do not include the policy charges discussed in note 2;
         and

     (b) This investment option was not utilized for the entire year
         indicated.

 **This investment option was not available.


                                       75
   77

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Nationwide Life Insurance Company:


We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company (a wholly owned subsidiary of Nationwide Corporation) and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of income, shareholder's equity and cash flows for each of the years
in the three-year period ended December 31, 1994.  These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

Participating insurance and the related surplus are discussed in note 13.  The
Company and its counsel are of the opinion that the ultimate ownership of the
participating surplus in excess of the contemplated equitable policyholder
dividends belongs to the shareholder.  The accompanying consolidated financial
statements are presented on such basis.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in note 2 to the consolidated financial statements, in 1994 the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for
Certain Investments in Debt and Equity Securities.

In 1993, the Company adopted the provisions of SFAS No. 109, Accounting for
Income Taxes and SFAS No. 106, Employers' Accounting for Postretirement Benefits
Other Than Pensions.



                                                           KPMG Peat Marwick LLP


Columbus, Ohio
February 27, 1995




                                       76
   78

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)


                          Consolidated Balance Sheets

                           December 31, 1994 and 1993
                                (000's omitted)


                                     Assets                                                1994                1993
                                     ------                                             -----------         ----------  
                                                                                                     
Investments (notes 5, 8 and 9):
   Securities available-for-sale, at fair value:
      Fixed maturities (cost $8,318,865 in 1994)                                        $ 8,045,906                 -
      Equity securities (cost $18,373 in 1994; $8,263 in 1993)                               24,713            16,593
   Fixed maturities held-to-maturity, at amortized cost (fair value $3,602,310
      in 1994; $10,886,820 in 1993)                                                       3,688,787        10,120,978
   Mortgage loans on real estate                                                          4,222,284         3,871,560
   Real estate                                                                              252,681           253,831
   Policy loans                                                                             340,491           315,898
   Other long-term investments                                                               63,914           118,490
   Short-term investments (note 14)                                                         131,643            41,797
                                                                                        -----------       -----------
                                                                                         16,770,419        14,739,147
                                                                                        -----------       -----------

Cash                                                                                          7,436            21,835
Accrued investment income                                                                   220,540           190,886
Deferred policy acquisition costs                                                         1,064,159           811,944
Deferred Federal income tax                                                                  36,515                 -
Other assets                                                                                790,603           636,161
Assets held in Separate Accounts (note 8)                                                12,222,461         9,006,388
                                                                                        -----------       -----------
                                                                                        $31,112,133        25,406,361
                                                                                        ===========       ===========

                      Liabilities and Shareholder's Equity
                      ------------------------------------

Future policy benefits and claims (notes 6 and 8)                                        16,321,461        14,092,255
Policyholders' dividend accumulations                                                       338,058           322,686
Other policyholder funds                                                                     72,770            71,959
Accrued Federal income tax (note 7):
   Current                                                                                   13,126            12,294
   Deferred                                                                                       -            31,659
                                                                                        -----------       -----------
                                                                                             13,126            43,953
                                                                                        -----------       -----------

Other liabilities                                                                           235,778           217,952
Liabilities related to Separate Accounts (note 8)                                        12,222,461         9,006,388
                                                                                        -----------       -----------
                                                                                         29,203,654        23,755,193
                                                                                        -----------       -----------

Shareholder's equity (notes 3, 4, 7 and 13):
   Capital shares, $1 par value.  Authorized 5,000 shares, issued and
     outstanding 3,815 shares                                                                 3,815             3,815
   Paid-in additional capital                                                               622,753           422,753
   Unrealized gains (losses) on securities available-for-sale, net of adjustment
     to deferred policy acquisition costs of $82,525 ($0 in 1993) and net of               
     deferred Federal income tax benefit of $64,425 ($1,583 expense in 1993)               (119,668)            6,747
   Retained earnings                                                                      1,401,579         1,217,853
                                                                                        -----------       -----------
                                                                                          1,908,479         1,651,168
                                                                                        -----------       -----------
Commitments and contingencies (notes 9 and 16)                                          
                                                                                        $31,112,133        25,406,361
                                                                                        ===========       ===========


See accompanying notes to consolidated financial statements.


                                      
   79


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                       Consolidated Statements of Income

                  Years ended December 31, 1994, 1993 and 1992
                                (000's omitted)


                                                                            1994             1993             1992
                                                                         ----------       ----------       ----------
                                                                                                 
Revenues (note 17):
   Traditional life insurance premiums                                   $  209,538          215,715          226,888
   Accident and health insurance premiums                                   324,524          312,655          430,009
   Universal life and investment product policy charges                     239,021          188,057          148,464
   Net investment income (note 5)                                         1,289,501        1,204,426        1,120,157
   Net ceded commissions from disposition of credit life and                                             
     credit accident and health business (note 12)                                -                -           27,115
   Realized gains (losses) on investments (notes 5 and 14)                  (16,384)         113,673          (19,315)
                                                                         ----------       ----------       ----------
                                                                          2,046,200        2,034,526        1,933,318
                                                                         ----------       ----------       ----------
Benefits and expenses:                                                                                   
   Benefits and claims                                                    1,279,763        1,236,906        1,319,735
   Provision for policyholders' dividends on participating                                                
     policies (note 13)                                                      46,061           53,189           61,834
  Amortization of deferred policy acquisition costs                          94,744          102,134           99,197
  Other operating costs and expenses                                        352,402          329,396          321,993
                                                                         ----------       ----------       ----------
                                                                          1,772,970        1,721,625        1,802,759
                                                                         ----------       ----------       ----------
          Income before Federal income tax and cumulative                                                
            effect of changes in accounting principles                      273,230          312,901          130,559
                                                                         ----------       ----------       ----------
                                                                                                         
Federal income tax (note 7):                                                                             
   Current expense                                                           79,847           75,124           47,402
   Deferred expense (benefit)                                                 9,657           31,634          (13,660)
                                                                         ----------       ----------       ----------
                                                                             89,504          106,758           33,742
                                                                         ----------       ----------       ----------
                                                                                                         
          Income before cumulative effect of changes in                                                  
            accounting principles                                           183,726          206,143           96,817
                                                                                                         
Cumulative effect of changes in accounting principles,                                                   
   net of tax (note 3)                                                            -            5,365                -
                                                                         ----------       ----------       ----------
          Net income                                                     $  183,726          211,508           96,817
                                                                         ==========       ==========       ==========

                                                                       

                                                                               
         See accompanying notes to consolidated financial statements.          


                                     

   80



               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1994, 1993 and 1992
                                (000's omitted)



                                                                        Unrealized
                                                                      gains (losses)
                                                        Paid-in       on securities                             Total
                                        Capital       additional      available-for-        Retained        shareholder's
                                         shares         capital         sale, net           earnings           equity
                                       ---------      -----------     --------------       ----------       -------------
                                                                                             
1992:
   Balance, beginning of year           $  3,815         311,753              96,048          933,179           1,344,795
   Dividends paid to shareholder               -               -                   -           (5,846)             (5,846)
   Net income                                  -               -                   -           96,817              96,817
   Unrealized losses on equity
     securities, net of deferred
     Federal income tax                        -               -              (5,524)               -              (5,524)
                                       ---------      -----------     --------------       ----------       -------------
   Balance, end of year                 $  3,815         311,753              90,524        1,024,150           1,430,242
                                       =========      ===========     ==============       ==========       =============

1993:
   Balance, beginning of year              3,815         311,753              90,524        1,024,150           1,430,242
   Capital contributions                       -         111,000                   -                -             111,000
   Dividends paid to shareholder               -               -                   -          (17,805)            (17,805)
   Net income                                  -               -                   -          211,508             211,508
   Unrealized losses on equity
     securities, net of deferred
     Federal income tax                        -               -             (83,777)               -             (83,777)
                                       ---------      -----------     --------------       ----------       -------------
   Balance, end of year                 $  3,815         422,753               6,747        1,217,853           1,651,168
                                       =========      ===========     ==============       ==========       =============

1994:
   Balance, beginning of year              3,815         422,753               6,747        1,217,853           1,651,168
   Capital contribution                        -         200,000                   -                -             200,000
   Net income                                  -               -                   -          183,726             183,726
   Adjustment for change in
     accounting for certain
     investments in debt and 
     equity securities, net of
     adjustment to deferred policy          
     acquisition costs and deferred
     Federal income tax (note 3)               -               -             216,915                -             216,915
  Unrealized losses on securities
     available-for-sale, net of
     adjustment to deferred policy
     acquisition costs and deferred
     Federal income tax                        -               -            (343,330)               -            (343,330)
                                       ---------      -----------     --------------       ----------       -------------
  Balance, end of year                 $   3,815         622,753            (119,668)       1,401,579           1,908,479
                                       =========      ===========     ==============       ==========       =============



                                                                     
See accompanying notes to consolidated financial statements.


                                    

   81


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                     Consolidated Statements of Cash Flows

                  Years ended December 31, 1994, 1993 and 1992
                                (000's omitted)



                                                                              1994             1993             1992
                                                                           ----------       ----------       ----------
                                                                                                    
Cash flows from operating activities:
  Net income                                                               $  183,726          211,508           96,817
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Capitalization of deferred policy acquisition costs                    (264,434)        (191,994)        (177,928)
      Amortization of deferred policy acquisition costs                        94,744          102,134           99,197
      Amortization and depreciation                                             6,207           11,156            5,607
      Realized losses (gains) on invested assets, net                          15,949         (113,648)          19,092
      Deferred Federal income tax benefit                                      (2,166)          (6,006)         (13,105)
      Increase in accrued investment income                                   (29,654)         (4,218)          (11,518)
      (Increase) decrease in other assets                                    (112,566)        (549,277)           6,132
      Increase in policyholder account balances                             1,038,641          509,370           19,087
      Increase in policyholders' dividend accumulations                        15,372           17,316           18,708
      Increase (decrease) in accrued Federal income tax payable                   832           16,838          (15,723)
      Increase in other liabilities                                            17,826           26,958           73,512
      Other, net                                                              (19,303)         (11,745)         (10,586)
                                                                           ----------       ----------       ----------
        Net cash provided by operating activities                             945,174           18,392          109,292
                                                                           ----------       ----------       ----------
                                                                                                                       
Cash flows from investing activities:
  Proceeds from maturity of securities available-for-sale                     579,067                -                -
  Proceeds from sale of securities available-for-sale                         247,876          247,502           27,844
  Proceeds from maturity of fixed maturities held-to-maturity                 516,003        1,192,093        1,030,397
  Proceeds from sale of fixed maturities                                            -           33,959          123,422
  Proceeds from repayments of mortgage loans on real estate                   220,744          146,047          259,659
  Proceeds from sale of real estate                                            46,713           23,587           22,682
  Proceeds from repayments of policy loans and
     sale of other invested assets                                            134,998           59,643           99,189
  Cost of securities available-for-sale acquired                           (2,569,672)         (12,550)         (12,718)
  Cost of fixed maturities held-to-maturity acquired                         (675,835)      (2,016,831)      (2,687,975)
  Cost of mortgage loans on real estate acquired                             (627,025)        (475,336)        (654,403)
  Cost of real estate acquired                                                (15,962)          (8,827)        (137,843)
  Policy loans issued and other invested assets acquired                     (118,012)         (76,491)         (97,491)
                                                                           ----------       ----------       ----------
      Net cash used in investing activities                                (2,261,105)        (887,204)      (2,027,620)
                                                                           ----------       ----------       ----------

Cash flows from financing activities:
  Proceeds from capital contributions                                         200,000          111,000                -
  Dividends paid to shareholder                                                     -          (17,805)          (5,846)
  Increase in universal life and investment product account balances        3,640,958        2,249,740        2,468,236
  Decrease in universal life and investment product account balances       (2,449,580)      (1,458,504)        (575,180)
                                                                           ----------       ----------       ----------
      Net cash provided by financing activities                             1,391,378          884,431        1,887,210
                                                                           ----------       ----------       ----------

Net increase (decrease) in cash and cash equivalents                           75,447           15,619          (31,118)

Cash and cash equivalents, beginning of year                                   63,632           48,013           79,131
                                                                           ----------       ----------       ----------
Cash and cash equivalents, end of year                                     $  139,079           63,632           48,013
                                                                           ==========       ==========       ==========




See accompanying notes to consolidated financial statements.

                                                                

   82


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                   Notes to Consolidated Financial Statements
                        December 31, 1994, 1993 and 1992
                                (000 s omitted)

(1)     Organization and Description of Business
        ----------------------------------------
        Nationwide Life Insurance Company (NLIC) is a wholly owned      
        subsidiary of Nationwide Corporation (Corp.).  Wholly-owned
        subsidiaries of NLIC include Financial Horizons Life Insurance
        Company (FHLIC), West Coast  Life Insurance Company (WCLIC), National 
        Casualty Company and subsidiaries (NCC), Nationwide Financial
        Services, Inc. (NFS), and effective December 31, 1994, Employers Life
        Insurance Company of Wausau and subsidiary (ELICW).  NLIC and its
        subsidiaries are collectively referred to as "the Company".

        NLIC, FHLIC, WCLIC and ELICW are life and accident and health
        insurers and NCC is a property  and casualty insurer. The Company is
        licensed in all 50 states, the District of Columbia, the Virgin
        Islands and Puerto Rico.  The  Company offers a full range of life, 
        health and annuity products through exclusive agents and other
        distribution channels and is subject to competition from other
        insurers throughout the United States.  The Company is subject to
        regulation by the Insurance Departments of states in which it is
        licensed, and undergoes periodic examinations by those departments.

        The following is a description of the most significant risks facing
        life and health insurers and how the Company mitigates those risks:

            LEGAL/REGULATORY RISK is the risk that changes in the legal
            or regulatory environment in which an insurer operates will create 
            additional expenses not anticipated by the insurer in pricing 
            its products.  That is, regulatory initiatives designed to 
            reduce insurer profits, new legal theories or insurance 
            company insolvencies through guaranty fund assessments may create
            costs for the insurer beyond those recorded in the consolidated
            financial statements.  The Company mitigates this risk by offering
            a wide range of products and by operating throughout the United 
            States, thus reducing its exposure to any single product or
            jurisdiction, and also by employing underwriting practices
            which identify and minimize the adverse impact of this risk.

            CREDIT RISK is the risk that issuers of securities owned by the
            Company or mortgagors on mortgage loans on real estate owned by the
            Company will default or that other parties, including reinsurers,
            which owe the Company money, will not pay.  The Company minimizes
            this risk by adhering to a conservative investment strategy, by     
            maintaining sound reinsurance and credit and collection policies
            and by providing for any amounts deemed uncollectible.

            INTEREST RATE RISK is the risk that interest rates will change
            and cause a decrease in the value of an insurer's investments. 
            This change in rates may  cause certain interest-sensitive
            products to become uncompetitive or may cause disintermediation. 
            The Company mitigates this risk by charging fees for
            non-conformance with certain policy provisions, by offering 
            products that transfer this risk to the  purchaser, and/or by
            attempting to match the maturity schedule of its assets with the
            expected payouts of its liabilities.  To the extent that
            liabilities come due more quickly than assets mature, an insurer
            would have to borrow funds or sell assets prior to maturity and
            potentially recognize a gain or loss.

(2)     Summary of Significant Accounting Policies
        ------------------------------------------
        The significant accounting policies followed by the Company that
        materially affect financial reporting are summarized below.  The
        accompanying consolidated financial statements have been prepared in
        accordance with generally accepted accounting principles (GAAP) which
        differ from statutory accounting practices prescribed or permitted by
        regulatory authorities.  See note 4.

        In preparing the consolidated financial statements, management is
        required to make estimates and assumptions that affect the reported 
        amounts of assets and liabilities as  of the date of the consolidated 
        financial statements and revenues and expenses for the period.  Actual
        results could differ significantly from those estimates.

        The estimates susceptible to significant change are those used in
        determining the liability for future policy benefits and claims and 
        those used in determining valuation allowances for mortgage loans on 
        real estate and real estate.  Although some variability is inherent in
        these estimates, management believes the amounts provided are adequate.


                                 
   83


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


                 (a) Consolidation Policy
                     --------------------

                     The December 31, 1994, 1993 and 1992 consolidated
                     financial statements include the accounts of  NLIC and its
                     wholly owned subsidiaries FHLIC, WCLIC, NCC and NFS.  The
                     December 31, 1994 consolidated balance sheet also
                     includes the accounts of ELICW, which was acquired by
                     NLIC effective December 31, 1994.  See Note 14.  All
                     significant intercompany balances and transactions have
                     been eliminated.

                 (b) Valuation of Investments and Related Gains and Losses
                     -----------------------------------------------------

                     Prior to January 1, 1994, the Company classified fixed
                     maturities in accordance with the then existing accounting
                     standards, and accordingly, fixed maturity securities were
                     carried at amortized cost, adjusted for amortization of
                     premium or discount, since the Company had both the
                     ability and intent to hold those securities until
                     maturity.  Equity securities were carried at fair value
                     with the unrealized gains and losses, net of deferred
                     Federal income tax, reported as a separate component of
                     shareholder's equity.

                     In May 1993, the Financial Accounting Standards Board
                     (FASB) issued STATEMENT OF FINANCIAL ACCOUNTING
                     STANDARDS NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN
                     DEBT AND EQUITY SECURITIES (SFAS 115).  SFAS 115
                     requires fixed maturities and equity securities to be
                     classified as either held-to-maturity, available-for-sale,
                     or trading.  The Company has  no trading securities.  The 
                     Company adopted SFAS 115 as of January 1, 1994, with no 
                     effect on consolidated net income.  See note 3 regarding 
                     the effect on consolidated shareholder's equity.

                     Fixed maturity securities are classified as held-to-
                     maturity when the Company has the positive intent
                     and ability to hold the securities to maturity and are     
                     stated at amortized cost.  Fixed maturity securities not
                     classified as held-to-maturity and all equity securities
                     are classified as available-for-sale and are stated at
                     fair value, with the unrealized gains and losses, net of
                     adjustments to deferred policy acquisition costs and
                     deferred Federal income tax, reported as a separate
                     component of shareholder's equity.  The adjustment to
                     deferred policy acquisition costs represents the change
                     in amortization of deferred policy acquisition costs that
                     would have been required as a charge or credit to
                     operations had such unrealized amounts been realized.

                     Mortgage loans on real estate are carried at the unpaid
                     principal balance less valuation allowances.  The Company
                     provides valuation allowances for impairments of
                     mortgage loans on real estate based on a review by
                     portfolio managers.  Loans in foreclosure and loans
                     considered in-substance foreclosed as of the balance
                     sheet date are placed on non-accrual status and written
                     down to the fair value of the existing property to
                     derive a new cost basis.   Real estate is carried at
                     cost less accumulated depreciation and valuation
                     allowances.  Other long-term investments are carried on
                     the equity basis, adjusted for valuation allowances.

                     Realized gains and losses on the sale of investments are
                     determined on the basis of specific security 
                     identification.  Estimates for valuation allowances and
                     other than temporary declines are included in realized
                     gains and losses on investments.

                     In May, 1993, the FASB issued STATEMENT OF FINANCIAL
                     ACCOUNTING STANDARDS NO. 114 - ACCOUNTING BY CREDITORS
                     FOR IMPAIRMENT OF A LOAN (SFAS 114).  SFAS 114, which
                     was amended by STATEMENT OF FINANCIAL ACCOUNTING
                     STANDARDS NO. 118 - ACCOUNTING BY CREDITORS FOR
                     IMPAIRMENT OF A LOAN - INCOME RECOGNITION AND
                     DISCLOSURE in October, 1994, requires the measurement of
                     impaired loans be based on the present value of expected
                     future cash flows discounted at the loan's effective
                     interest rate or,  as a practical expedient, at the
                     loan's observable market price or the fair value of the
                     collateral if the loan is collateral dependent.  The
                     impact on  the consolidated financial statements of
                     adopting SFAS 114 as amended is not expected to be
                     material.  Previously issued consolidated financial
                     statements shall not be restated.  The Company will adopt
                     SFAS 114 as amended in 1995.


                               
   84

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


                 (c) Revenues and Benefits
                     ---------------------

                     TRADITIONAL LIFE INSURANCE  PRODUCTS:  Traditional life
                     insurance products include those products with fixed and
                     guaranteed premiums and benefits and consist primarily of
                     whole life, limited-payment life, term life and certain
                     annuities with life contingencies.  Premiums for
                     traditional life insurance products are recognized as
                     revenue when due and collected.  Benefits and expenses
                     are associated with earned premiums so as to result in
                     recognition of profits over the life of the contract.
                     This association is accomplished by the provision for
                     future policy benefits and the deferral and amortization
                     of policy acquisition costs.

                     UNIVERSAL LIFE AND INVESTMENT PRODUCTS:  Universal life
                     products include universal life, variable universal life
                     and other interest-sensitive life insurance policies.
                     Investment products consist primarily of individual and
                     group deferred annuities, annuities without life
                     contingencies and guaranteed investment contracts.
                     Revenues for universal life and investment products
                     consist of cost of insurance, policy administration and
                     surrender charges that have been earned and assessed
                     against policy account balances during the period.
                     Policy benefits and claims that are charged to expense
                     include benefits and claims incurred in the period in
                     excess of related policy account balances and interest
                     credited to policy account balances.

                     ACCIDENT AND HEALTH INSURANCE:  Accident and health 
                     insurance premiums are recognized as revenue over the 
                     terms of the policies.  Policy claims are charged to 
                     expense in the period that the claims are incurred.

                 (d) Deferred Policy Acquisition Costs
                     ---------------------------------

                     The costs of acquiring new business, principally
                     commissions, certain expenses of the policy issue
                     and underwriting department and certain variable
                     agency expenses have been deferred.  For traditional
                     life and individual health insurance products, these
                     deferred acquisition costs are predominantly being
                     amortized with interest over the premium paying period
                     of the related policies in proportion to the ratio of
                     actual annual premium revenue to the anticipated total
                     premium revenue.  Such anticipated premium revenue was
                     estimated using the same assumptions as were used for
                     computing liabilities for future policy benefits.  For
                     universal life and investment products, deferred policy
                     acquisition costs are being amortized with interest over
                     the lives of the policies in relation to the present
                     value of estimated future gross profits from projected
                     interest margins, cost of insurance, policy
                     administration and surrender  charges.  For years in
                     which gross profits are negative, deferred policy
                     acquisition costs are amortized based on the present
                     value of gross revenues.  Beginning January 1, 1994,
                     deferred policy acquisition costs are adjusted to
                     reflect the impact of unrealized gains and losses on
                     fixed maturity securities available-for-sale.  See note
                     2(b).

                 (e) Separate Accounts
                     -----------------

                     Separate Account assets and liabilities represent
                     contractholders' funds which have been segregated into
                     accounts with specific investment objectives.  The
                     investment income and gains or losses of these accounts
                     accrue directly to the contractholders.  The activity of
                     the Separate Accounts is not reflected in the
                     consolidated statements of income and cash flows except
                     for the fees the Company receives for administrative
                     services and risks assumed.

                 (f) Future Policy Benefits
                     ----------------------

                     Future policy benefits for traditional life and individual
                     health policies have been calculated using a net level
                     premium method based on estimates of mortality,
                     morbidity, investment yields and withdrawals which were
                     used or which were being experienced at the time the
                     policies were issued, rather than the assumptions
                     prescribed by state regulatory authorities.  See note 6.

                     Future policy benefits for annuity policies in the
                     accumulation phase, universal life and variable universal
                     life policies have been calculated based on participants'
                     contributions plus interest credited less applicable
                     contract charges.

                     Future policy benefits and claims for group long-term
                     disability policies are the present value (primarily
                     discounted at 5.5%) of amounts not yet due on reported
                     claims and an estimate of amounts to be paid on incurred
                     but unreported claims.  The impact of reserve discounting
                     is not material.  Future policy benefits and claims on
                     other group health policies are not discounted.


                                 
   85


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

                 (g) Participating Business
                     ----------------------
                     Participating business represents approximately 45%
                     (48% in 1993 and 1992) of the Company's ordinary
                     life insurance in force, 72% (72% in 1993; 71% in 1992)
                     of the number of policies in force, and 41% (45% in 1993
                     and 1992) of life insurance premiums.  The provision for
                     policyholder dividends is based on current dividend
                     scales.  Future dividends are provided for ratably in
                     future policy benefits based on dividend scales in effect
                     at the time the policies were issued.  Dividend scales are
                     approved by the Board of Directors.

                     Income attributable to participating policies in excess
                     of policyholder dividends is accounted for as belonging to
                     the shareholder.  See note 13.

                 (h) Federal Income Tax
                     ------------------
                     NLIC, FHLIC, WCLIC and NCC file a consolidated Federal
                     income tax return with Nationwide Mutual Insurance Company
                     (NMIC), the majority shareholder of Corp.  Through 1994,
                     ELICW filed a consolidated Federal income tax return with
                     Employers Insurance of Wausau A Mutual Company.
                     Beginning in 1995, ELICW will file a separate Federal
                     income tax return.

                     In 1993, the Company adopted STATEMENT OF FINANCIAL
                     ACCOUNTING STANDARDS  NO. 109 - ACCOUNTING  FOR INCOME
                     TAXES, which required a change from the deferred method
                     of accounting  for income tax of APB Opinion 11 to the
                     asset and liability method of accounting for income tax.
                     Under the asset and liability method, deferred tax
                     assets and liabilities are recognized for the future
                     tax consequences attributable to differences between
                     the financial statement carrying amounts of existing
                     assets and liabilities and their respective tax bases
                     and operating loss and tax credit carryforwards.
                     Deferred tax assets and liabilities are measured using
                     enacted tax rates expected to apply to taxable income in
                     the years in which those temporary differences are
                     expected to be recovered or settled.  Under this
                     method, the effect on deferred tax assets and
                     liabilities of a change in tax rates is recognized in
                     income in the period that includes the enactment date.
                     Valuation allowances are established when necessary to
                     reduce the deferred tax assets to the amounts expected to
                     be realized.

                     Prior to 1993, the Company applied the deferred method
                     of accounting for income tax which recognized deferred
                     income tax for income and expense items that are reported
                     in different years for financial reporting purposes and
                     income tax purposes using the tax rate applicable for
                     the year of calculation.  Under the deferred method,
                     deferred tax is not adjusted for subsequent changes in tax
                     rates.  See note 7.

                     The Company has reported the cumulative effect of the
                     change in method of accounting for income tax in the
                     1993 consolidated statement of income.  See note 3.

                 (i) Reinsurance Ceded
                     -----------------
                     Reinsurance premiums ceded and reinsurance recoveries
                     on benefits and claims incurred are deducted from the
                     respective income and expense accounts.  Assets and
                     liabilities related to reinsurance ceded are reported on
                     a gross basis.

                 (j) Cash Equivalents
                     ----------------
                     For purposes of the consolidated statements of cash
                     flows, the Company considers all short-term investments
                     with original maturities of three months or less to be
                     cash equivalents.

                 (k) Reclassification
                     ----------------
                     Certain items in the 1993 and 1992 consolidated financial
                     statements have been reclassified to conform to the 1994
                     presentation.

                                    
   86
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

(3)     Changes in Accounting Principles
        --------------------------------

        Effective January 1, 1994, the Company changed its method of
        accounting for certain investments in debt and equity securities in
        connection with the issuance of a new accounting standard by the FASB
        as described in Note 2(b).  As of January 1, 1994, the company
        classified fixed maturity securities with amortized cost and fair value
        of $6,593,844 and $7,024,736, respectively, as available-for-sale
        and recorded the securities at fair value.  Previously, these
        securities were recorded at amortized cost.  The effect as of January
        1, 1994 has been recorded as  a direct credit to shareholder's equity
        as follows:


                                                                              
           Excess of fair value over amortized cost of fixed maturity
              securities available-for-sale                                       $430,892
           Adjustment to deferred policy acquisition costs                         (97,177)
           Deferred Federal income tax                                            (116,800)
                                                                                  --------
                                                                                  $216,915
                                                                                  ========
   

        During 1993, the Company adopted accounting principles in       
        connection with the issuance of two accounting standards by the FASB.  
        The effect as of January 1, 1993, the date of adoption, has been
        recognized in the 1993 consolidated statement of income as the
        cumulative effect of changes in accounting principles, as follows:

        
                                                                              
           Asset/liability method of recognizing income tax (note 7)              $ 26,344
           Accrual method of recognizing postretirement benefits other
              than pensions (net of tax benefit of $11,296), (note 11)             (20,979)
                                                                                  --------
                  Net cumulative effect of changes in accounting principles       $  5,365
                                                                                  ========
  

(4)     Basis of Presentation
        ---------------------
        The consolidated financial statements have been prepared in     
        accordance with GAAP.  Annual Statements for NLIC and FHLIC, WCLIC,
        ELICW and NCC, filed with the Department ofInsurance of the State of 
        Ohio, California Department of Insurance, Wisconsin Insurance
        Department and Michigan Bureau of Insurance, respectively, are prepared
        on the basis of accounting practices prescribed or permitted by 
        such regulatory authorities.  Prescribed statutory accounting
        practices include a variety of publications of the National Association
        of Insurance Commissioners (NAIC), as  well as state laws, regulations 
        and general administrative rules.  Permitted statutory accounting
        practices encompass all accounting practices not so prescribed.  The
        Company has no material permitted statutory accounting practices.

        The following reconciles the statutory net income of NLIC as
        reported to regulatory authorities to the net income as shown
        in the accompanying consolidated financial statements:



                                                                                     1994           1993            1992
                                                                                   --------        -------         -------
                                                                                                         
           Statutory net income                                                    $ 76,532        185,943          33,812
           Adjustments to restate to the basis of GAAP:
                 Consolidating statutory net income of subsidiaries                  14,350         19,545          21,519
                 Increase in deferred policy acquisition costs, net                 167,166         89,860          78,731
                 Future policy benefits                                             (76,310)       (70,640)        (63,355)
                 Deferred Federal income tax (expense) benefit                       (9,657)       (31,634)         13,660
                 Equity in earnings of affiliates                                     1,013          7,121           4,618
                 Valuation allowances and other than temporary
                   declines accounted for directly in surplus                         6,275         (6,638)          3,402
                 Interest maintenance reserve                                        (7,332)        13,754           7,588
                 Cumulative effect of changes in accounting principles, 
                   net of tax                                                             -          5,365               -
                 Other, net                                                          11,689         (1,168)         (3,158)
                                                                                   --------        -------         -------
                    Net income per accompanying consolidated
                       statements of income                                        $183,726        211,508          96,817
                                                                                   ========        =======         =======
   
                       
   87

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The following reconciles the statutory capital shares and
        surplus of NLIC as reported to regulatory authorities to the
        shareholder's equity as shown in the accompanying consolidated
        financial statements:

        

                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
                                                                                                         
           Statutory capital shares and surplus                                    $1,262,861        992,631        647,307
           Add (deduct) cumulative effect of adjustments:
                 Deferred policy acquisition costs                                  1,064,159        811,944        722,084
                 Nonadmitted assets and furniture and equipment charged to
                   income in the year of acquisition, net of accumulated
                   depreciation                                                        16,120         22,573         15,712
                 Asset valuation reserve                                              153,387        105,596        138,727
                 Interest maintenance reserve                                          18,843         21,069          7,315
                 Future policy benefits                                              (310,302)      (238,231)      (167,591)
                 Deferred Federal income tax, including effect of changes in
                   accounting principles in 1993                                       36,515        (31,659)       (82,724)
                 Cumulative effect of change in accounting principles for
                   postretirement benefits other than pensions, gross                       -        (32,275)             -
                 Difference between amortized cost and fair value of fixed
                  maturity securities available-for-sale, gross                      (272,959)             -              -
                 Other, net                                                           (60,145)          (480)       149,412
                                                                                   ----------     ----------     ----------
                     Shareholder's equity per accompanying consolidated
                        balance sheets                                             $1,908,479      1,651,168      1,430,242
                                                                                   ==========     ==========     ==========
   
           
(5)     Investments
        -----------

        An analysis of investment income by investment type follows for the 
        years ended December 31:



                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
                                                                                                         
           Gross investment income:
               Securities available-for-sale:
                 Fixed maturities                                                  $  674,346              -              -
                 Equity securities                                                        550          7,230          6,949
               Fixed maturities held-to-maturity                                      193,009        800,255        754,876
               Mortgage loans on real estate                                          376,783        364,810        334,769
               Real estate                                                             40,280         39,684         27,410
               Short-term                                                               6,990          5,080          7,298
               Other                                                                   42,831         33,832         30,717
                                                                                   ----------       --------       --------
                     Total investment income                                        1,334,789      1,250,891      1,162,019
           Less investment expenses                                                    45,288         46,465         41,862
                                                                                   ----------     ----------     ----------
                     Net investment income                                         $1,289,501      1,204,426      1,120,157
                                                                                   ==========     ==========     ==========
  
          

        An analysis of the change in gross unrealized gains (losses) on
        securities available-for-sale and fixed maturities held-to-maturity
        follows for the years ended December 31:
        
 

                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
                                                                                                         
           Securities available-for-sale:
              Fixed maturities                                                    $  (703,851)             -              -
              Equity securities                                                        (1,990)      (128,837)        (9,195)
           Fixed maturities held-to-maturity                                         (421,427)       223,392         17,774
                                                                                  -----------       --------       --------
                                                                                  $(1,127,268)        94,555          8,579
                                                                                  ===========       ========       ========
                                                                               
   
           


                           
   88

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


        An analysis of realized gains (losses) on investments by investment 
        type follows for the years ended December 31:



                                                                                      1994            1993           1992
                                                                                   ----------       --------       --------
                                                                                                         
           Realized on disposition of investments:
             Securities available-for-sale:
                Fixed maturities                                                     $(13,720)             -              -
                Equity securities                                                       1,427        129,728          7,215
             Fixed maturities                                                               -         21,159         13,399
             Mortgage loans on real estate                                            (16,130)       (17,763)       (30,334)
             Real estate and other                                                      5,765        (12,813)       (12,997)
                                                                                   ----------       --------       --------
                                                                                      (22,658)       120,311        (22,717)
                                                                                   ----------       --------       --------
                                                                                          
           
           Valuation allowances:
             Securities available-for-sale:
                Fixed maturities                                                        6,600              -              -
             Fixed maturities                                                               -           (934)         1,792
             Mortgage loans on real estate                                             (4,332)       (10,478)        (5,969)
             Real estate and other                                                      4,006          4,774          7,579
                                                                                   ----------       --------       --------
                                                                                        6,274         (6,638)         3,402
                                                                                   ----------       --------       --------
                                                                                     $(16,384)       113,673        (19,315)
                                                                                   ==========       ========       ========
   
           
        The amortized cost and estimated fair value of securities       
        available-for-sale and fixed maturities held-to-maturity were as
        follows as of December 31, 1994:
       


                                                                                    Gross           Gross
                                                                  Amortized        unrealized     unrealized        Estimated
                                                                     cost            gains          losses         fair value
                                                                 -----------       ----------     ----------       ----------
                                                                                                       
          Securities available-for-sale                                                                    
          -----------------------------                                                        
            Fixed maturities:
              US Treasury securities and obligations of US
                government corporations and agencies              $  393,156           1,794         (18,941)         376,009
              Obligations of states and political           
                subdivisions                                           2,202              55             (21)           2,236
              Debt securities issued by foreign governments          177,910             872          (9,205)         169,577
              Corporate securities                                 4,201,738          50,405        (128,698)       4,123,445
              Mortgage-backed securities                           3,543,859          18,125        (187,345)       3,374,639
                                                                 -----------       ----------     ----------       ----------
                  Total fixed maturities                           8,318,865          71,251        (344,210)       8,045,906
            Equity securities                                         18,373           6,636            (296)          24,713
                                                                 -----------       ----------     ----------       ----------
                                                                  $8,337,238          77,887        (344,506)       8,070,619
                                                                 ===========       ==========     ==========       ==========
                                                                                                              
          Fixed maturity securities held-to-maturity                                       
          ------------------------------------------                                                          
              Obligations of states and political               
                subdivisions                                      $   11,613              92            (255)          11,450
              Debt securities issued by foreign governments           16,131             111             (39)          16,203
              Corporate securities                                 3,661,043          34,180        (120,566)       3,574,657
                                                                 -----------       ----------     ----------       ----------
                                                                  $3,688,787          34,383        (120,860)       3,602,310
                                                                 ===========       ==========     ==========       ==========
                                                                      
                                                                              

                         
   89
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The amortized cost and estimated fair value of investments of fixed
        maturity securities were as follows as of December 31, 1993:
       


                                                                                    Gross           Gross
                                                                  Amortized        unrealized     unrealized        Estimated
                                                                     cost            gains          losses         fair value
                                                                 -----------       ----------     ----------       ----------
                                                                                                       
               US Treasury securities and obligations of US
                 government corporations and agencies            $   287,738          18,204          (392)           305,550
               Obligations of states and political        
                 subdivisions                                         16,519           2,700            (5)            19,214
               Debt securities issued by foreign governments         137,092           7,719        (1,213)           143,598
               Corporate securities                                6,819,355         647,778       (15,648)         7,451,485
               Mortgage-backed securities                          2,860,274         121,721       (15,022)         2,966,973
                                                                 -----------       ----------     ----------       ----------
                                                                 $10,120,978         798,122       (32,280)        10,886,820
                                                                 ===========       ==========     ==========       ==========
               
        As of December 31, 1993 the net unrealized gain on equity       
        securities, before providing for deferred Federal income tax, was
        $8,330, comprised of gross unrealized gains of $8,345 and gross 
        unrealized losses of $15.

        The amortized cost and estimated fair value of fixed maturity
        securities available-for-sale and fixed maturity securities 
        held-to-maturity as of December 31, 1994, by contractual maturity,
        are shown below.  Expected maturities will differ from contractual 
        maturities because borrowers may have the right to call or prepay
        obligations with or without call or prepayment penalties.



                                                                      Amortized          Estimated
                                                                        cost            fair value
                                                                     ----------         -----------
                                                                                 
           Fixed maturity securities available-for-sale
           --------------------------------------------
           Due in one year or less                                   $  294,779            294,778
           Due after one year through five years                      2,553,825          2,490,886
           Due after five years through ten years                     1,382,311          1,327,089
           Due after ten years                                          544,091            558,514
                                                                     ----------         -----------
                                                                      4,775,006          4,671,267
           Mortgage-backed securities                                 3,543,859          3,374,639
                                                                     ----------         -----------
                                                                     $8,318,865          8,045,906
                                                                     ==========         ===========
           
           Fixed maturity securities held-to-maturity
           ------------------------------------------
           Due in one year or less                                   $  333,517            333,000
           Due after one year through five years                      1,953,179          1,942,260
           Due after five years through ten years                     1,080,069          1,013,083
           Due after ten years                                          322,022            313,967
                                                                     ----------         -----------
                                                                     $3,688,787          3,602,310
                                                                     ==========         ===========
   
        Proceeds from the sale of securities available-for-sale during 
        1994 were $247,876, while proceeds from sales of investments in
        fixed maturity securities during 1993 were $33,959 ($123,422 during
        1992).  Gross gains of $3,406 ($2,413 in 1993 and $3,194 in 1992) and
        gross losses of $21,866 ($39 in 1993 and $513 in 1992) were realized 
        on those sales.

        Investments that were non-income producing for the twelve month
        period preceding December 31, 1994 amounted to $11,513 ($13,158 for
        1993) and consisted of $11,111 ($10,907 in 1993) in real estate and
        $402 ($2,251 in 1993) in other long-term investments.

        Real estate is presented at cost less accumulated depreciation of 
        $29,275 in 1994 ($24,717 in 1993) and valuation allowances of $27,330 
        in 1994 ($31,357 in 1993). Other valuation allowances are $0 in 1994
        ($6,680 in 1993) on fixed maturities and $47,892 in 1994 ($42,350 in
        1993) on mortgage loans on real estate.

                                  
   90
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The Company generally initiates foreclosure proceedings on all
        mortgage loans on real estate delinquent sixty days.  Foreclosures 
        of mortgage loans on real estate were $37,187 in 1994 ($39,281 in
        1993) and mortgage loans on real estate in process of foreclosure or
        in-substance foreclosed as of December 31, 1994 totaled $19,878
        ($24,658 as of December 31, 1993), which approximates fair value.

        Investments with an amortized cost of $11,137 and $11,383 as of 
        December 31, 1994 and 1993, respectively, were on deposit with various
        regulatory agencies as required by law.

(6)     Future Policy Benefits and Claims
        ---------------------------------
        The liability for future policy benefits for traditional life and
        individual health policies has been established based upon the
        following assumptions:

           Interest rates:  Interest rates vary as follows:


                  Year of issue                                   Life                                     Health
                  -------------                                   ----                                     ------
                                                                                                     
                  1994                7.2 %, not graded - permanent contracts with loan provisions;         5.0%
                                      6.0%, not graded - all other contracts
                  1984-1993           7.4% to 10.5%, not graded                                             5.0% to 6%
                  1966-1983           6% to 8.1%, graded over 20 years to 4% to 6.6%                        3.5% to 6%
                  1965 and prior      generally lower than post 1965 issues                                 3.5% to 4%
                            
           Withdrawals:  Rates, which vary by issue age, type of coverage       
           and policy duration, are based on Company experience. 

           Mortality:  Mortality and morbidity rates are based on       
           published tables, modified for the Company's actual experience.

        The liability for future policy benefits for investment contracts
        (approximately 81% and 80% of the total liability for future policy
        benefits as of December 31, 1994 and 1993, respectively) has been
        established based on policy term, interest rates and various contract
        provisions.  The average interest rate credited on investment product
        policies was 6.5%, 7.0% and 7.5% for the years ended December 31, 1994,
        1993 and 1992, respectively.

        Future policy benefits and claims for group long-term disability
        policies are the present value (primarily discounted at 5.5%) of 
        amounts not yet due on reported claims and an estimate of amounts to be
        paid on incurred but unreported claims.  The impact of reserve
        discounting is not material.  Future policy benefits and claims on 
        other group health policies are not discounted.

        Activity in the liability for unpaid claims and claim adjustment
        expenses is summarized for the years ended December 31:


                                                                  1994           1993           1992
                                                                ---------      --------       --------
                                                                                    
           Balance as of January 1                              $591,258        760,312        672,581
              Less reinsurance recoverables                      429,798        547,786        445,934
                                                                ---------      --------       --------
                    Net balance as of January 1                  161,460        212,526        226,647
                                                                ---------      --------       --------
           Incurred related to:
              Current year                                       273,299        309,721        360,545
              Prior years                                        (26,156)       (26,248)       (17,433)
                                                                ---------      --------       --------
                 Total incurred                                  247,143        283,473        343,112
                                                                ---------      --------       --------
           Paid related to:
              Current year                                       175,700        208,978        226,886
              Prior years                                         73,889        125,561        130,347
                                                                ---------      --------       --------
                 Total paid                                      249,589        334,539        357,233
                                                                ---------      --------       --------
           Unpaid claims of ELICW (note 14)                       40,223              -              -
                                                                ---------      --------       --------
                    Net balance as of December 31                199,237        161,460        212,526

              Plus reinsurance recoverables                      457,694        429,798        547,786
                                                                ---------      --------       --------
           Balance as of December 31                            $656,931        591,258        760,312
                                                                ========       ========       ========
 
                
   91
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        As a result of changes in estimates for insured events of prior
        years, the provision for claims and claim adjustment expenses
        decreased in each of the three years ended December 31, 1994 due to
        lower-than-anticipated costs to settle accident and health claims.
        
(7)     Federal Income Tax
        ------------------

        Prior to 1984, the Life Insurance Company Income Tax Act of 1959 as 
        amended by the Deficit Reduction Act  of 1984 (DRA), permitted the 
        deferral from taxation of a portion of statutory income under certain
        circumstances.  In these situations, the deferred income was
        accumulated in the Policyholders' Surplus Account (PSA).  Management 
        considers the likelihood of distributions from  the PSA to be remote;
        therefore, no Federal income tax has been provided for such
        distributions in the consolidated financial statements.  The DRA 
        eliminated any additional deferrals to the PSA.  Any distributions
        from the PSA, however, will continue to be taxable at the then current
        tax rate.  The balance of the PSA is approximately $35,344 as of
        December 31, 1994.

        The Company adopted STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.
        109 - ACCOUNTING FOR INCOME TAXES (SFAS 109), as of January 1, 1993.  
        See note 3.  The 1992 consolidated financial statements have not 
        been restated to apply the provisions of SFAS 109.

        The significant components of deferred income tax expense for the years
        ended December 31 are as follows:


                                                                       1994           1993
                                                                      ------         ------
                                                                              
           Deferred income tax expense (exclusive of the
              effects of other components listed below)               $9,657         29,930
           Adjustments to deferred income tax assets and
              liabilities for enacted changes in tax laws             
              and rates                                                    -          1,704
                                                                      ------         ------
                                                                      $9,657         31,634
                                                                      ======         ======
   
        For the year ended December 31, 1992, the deferred income tax
        benefit results from timing differences in the recognition of 
        income and expense for income tax and financial reporting purposes.  
        The primary sources of those timing differences were deferred policy
        acquisition costs (deferred expense  of $16,457) and reserves for future
        policy benefits (deferred benefit of $32,045).
        
        Total Federal income tax expense for the years ended December 31,
        1994, 1993 and 1992 differs from the amount computed by applying the
        U.S. Federal income tax rate to income before tax as follows:        


                                                   
                                                   
                                                                 1994                        1993                  1992            
                                                                 ----                        ----                  ----            
                                                          Amount        %           Amount        %           Amount      %
                                                         -------       ----        --------      ----        -------     ----  
                                                                                                        
           Computed (expected) tax expense               $95,631       35.0        $109,515      35.0        $44,390     34.0
           Tax exempt interest and dividends
              received deduction                            (194)      (0.1)         (2,322)     (0.7)        (4,172)    (3.2)
           Current year increase in U.S. Federal
              income tax rate                                  -          -           1,704       0.5              -        -
           Real estate valuation allowance
              adjustment                                       -          -               -         -         (3,463)    (2.7)
           Other, net                                     (5,933)      (2.1)         (2,139)     (0.7)        (3,013)    (2.3)
                                                         -------       ----        --------      ----        -------     ----  
                 Total (effective rate of each           
                   year)                                 $89,504       32.8        $106,758      34.1        $33,742     25.8
                                                         =======       ====        ========      ====        =======     ====  
 
        Total Federal income tax paid was $87,576, $58,286 and $63,124 during
        the years ended December 31, 1994, 1993 and 1992, respectively.

                           
   92
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        The tax effects of temporary differences that give rise to significant
        components of the net deferred tax asset (liability) as of December 31,
        1994 and 1993 are as follows:

                                                                              
                                                                              1994            1993
                                                                            --------        ---------
                                                                                     
           Deferred tax assets:
              Future policy benefits                                        $124,044          129,995
              Fixed maturity securities available-for-sale                    95,536                -
              Liabilities in Separate Accounts                                94,783           64,722
              Mortgage loans on real estate and real estate                   25,632           24,020
              Other policyholder funds                                         7,137            7,759
              Other assets and other liabilities                              57,528           41,390
                                                                            --------        ---------
                Total gross deferred tax assets                              404,660          267,886
                                                                            --------        ---------
                                                                                                     
           
           Deferred tax liabilities:
              Deferred policy acquisition costs                              317,224          243,731
              Fixed maturities, equity securities and other
                 long-term investments                                         3,620           11,137
              Other                                                           47,301           44,677
                                                                            --------        ---------
                Total gross deferred tax liabilities                         368,145          299,545
                                                                            --------        ---------
                      Net deferred tax asset (liability)                    $ 36,515          (31,659)
                                                                            ========        =========
   
        The Company has determined that valuation  allowances are not   
        necessary as of December 31, 1994 and 1993 and January 1, 1993 (date of
        adoption of SFAS 109) based on its analysis of future deductible
        amounts.   All future deductible amounts can be offset by future 
        taxable amounts or recovery of Federal income tax paid  within the
        statutory carryback period.  In addition,  for future  deductible
        amounts for  securities available-for-sale,  affiliates of  the Company
        which  are included in the same consolidated Federal income tax return
        hold investments that could  be sold for capital gains that could offset
        capital losses realized by the Company should securities
        available-for-sale be sold at a loss.

(8)     Disclosures about Fair Value of Financial Instruments
        -----------------------------------------------------

        STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 107 - DISCLOSURES ABOUT
        FAIR VALUE OF FINANCIAL INSTRUMENTS (SFAS 107) requires disclosure of
        fair value information about existing on and off-balance sheet financial
        instruments.  In cases where quoted market prices are not available,
        fair value is based on estimates using present value or other valuation
        techniques.

        These techniques are significantly affected by the assumptions used,
        including the discount rate and estimates of future cash  flows. 
        Although fair value estimates are calculated using assumptions that
        management believes are appropriate, changes in assumptions could cause
        these estimates to vary materially.  In that regard, the derived fair
        value estimates cannot be substantiated by comparison to independent
        markets and, in many cases, could not be realized in the immediate
        settlement of the instruments.  SFAS 107 excludes certain assets and
        liabilities from its disclosure requirements.  Accordingly, the
        aggregate fair value amounts presented do not represent the underlying
        value of the Company.

        Although insurance contracts, other than policies such as annuities that
        are classified as investment contracts, are specifically exempted from 
        SFAS 107 disclosures, estimated fair value of policy reserves on
        insurance contracts are provided to make the fair value disclosures more
        meaningful.

        The tax ramifications of the related unrealized gains and losses can 
        have a significant effect on fair value estimates and have not been
        considered in the estimates.

        The following methods and assumptions were used by the Company in 
        estimating its fair value disclosures:

           CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS:  The carrying 
           amount reported in the balance sheets for these instruments
           approximate their fair value.

                 
   93

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


           INVESTMENT SECURITIES:  Fair value for fixed maturity        
           securities is based on quoted market prices, where available.  
           For fixed maturity securities not actively traded, fair value is
           estimated using values obtained from independent pricing services
           or, in the case of private placements, is estimated by
           discounting expected future cash flows using a current market rate
           applicable to the yield, credit quality and maturity of the
           investments.  The fair value for equity securities is based on quoted
           market prices.

           SEPARATE ACCOUNT ASSETS AND LIABILITIES:  The fair value of assets 
           held in Separate Accounts is based on quoted market prices. 
           The fair value of liabilities related to Separate Accounts is the
           amount payable on demand.

           MORTGAGE LOANS ON REAL ESTATE:  The fair value for mortgage loans on
           real estate is estimated using discounted cash flow analyses, 
           using interest rates currently being offered for similar loans 
           to borrowers with similar credit ratings.  Loans with similar
           characteristics are aggregated for purposes of the calculations. 
           Fair value for mortgages in default is valued at the estimated fair
           value of the underlying collateral.

           INVESTMENT CONTRACTS:  Fair value for the Company's liabilities
           under investment type contracts is disclosed using two methods.  
           For investment contracts without defined maturities, fair value
           is the amount payable on demand.  For investment contracts with 
           known or determined maturities, fair value is estimated using
           discounted cash flow analysis.  Interest rates used are similar
           to currently offered contracts with maturities consistent with
           those remaining for the contracts being valued.

           POLICY RESERVES ON INSURANCE CONTRACTS:  Included are disclosures
           for individual life, universal life and supplementary contracts with
           life contingencies for which the estimated fair value is the
           amount payable on demand.  Also included are disclosures for the
           Company's limited payment policies, which the Company has used
           discounted cash flow analyses similar to those used for investment
           contracts with known maturities to estimate fair value.

           POLICYHOLDERS DIVIDEND ACCUMULATIONS AND OTHER POLICYHOLDER 
           FUNDS:  The carrying amount reported in the consolidated
           balance sheets for these instruments approximates their fair value.

        Carrying amount and estimated fair value of financial instruments 
        subject to SFAS 107 and policy reserves on insurance contracts were as 
        follows as of December 31:



                                                                    1994                             1993
                                                                    ----                             ----
                                                       Carrying         Estimated        Carrying         Estimated
                                                        amount         fair value         amount         fair value
                                                      -----------      -----------      -----------      -----------
                                                                                             
        Assets                                        
        ------
        Investments:                                  
          Securities available-for-sale:              
            Fixed maturities                          $ 8,045,906        8,045,906                -                -
            Equity securities                              24,713           24,713           16,593           16,593
          Fixed maturities held-to-maturity             3,688,787        3,602,310       10,120,978       10,886,820
          Mortgage loans on real estate                 4,222,284        4,173,284        3,871,560        4,175,271
          Policy loans                                    340,491          340,491          315,898          315,898
          Short-term investments                          131,643          131,643           41,797           41,797
        Cash                                                7,436            7,436           21,835           21,835
        Assets held in Separate Accounts               12,222,461       12,222,461        9,006,388        9,006,388

        Liabilities
        -----------
        Investment contracts                           12,189,894       11,657,556       10,332,661       10,117,288
        Policy reserves on insurance contracts          3,170,085        2,934,384        2,945,120        2,873,503         
        Policyholders' dividend accumulations             338,058          338,058          322,686          322,686
        Other policyholder funds                           72,770           72,770           71,959           71,959
        Liabilities related to Separate Accounts       12,222,461       11,807,331        9,006,388        8,714,586
                                                      

                    
   94

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


(9)     Additional Financial Instruments Disclosures
        --------------------------------------------

        FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK:  The Company is a
        party to financial instruments with off-balance-sheet risk in the
        normal course of business through management of its investment
        portfolio.  These financial instruments include commitments to
        extend credit in the form of loans.  These instruments involve, to
        varying degrees, elements of credit risk in excess of amounts
        recognized on the consolidated balance sheets.

        Commitments to fund fixed rate mortgage loans on real estate are
        agreements to lend to a borrower, and are subject to conditions 
        established in the contract.  Commitments generally have fixed 
        expiration dates or other termination clauses and may require
        payment of a deposit.  Commitments extended by the Company are based on
        management's case-by-case credit evaluation of the borrower and
        the borrower's loan collateral.  The underlying mortgage property
        represents the collateral if the commitment is funded.  The Company's
        policy for new mortgage loans on real estate is to lend no more than
        80% of collateral value.  Should the commitment be funded, the
        Company's exposure to credit loss in the event of nonperformance by
        the borrower is represented by the contractual amounts of these
        commitments less the net realizable value of the collateral.  The
        contractual amounts also represent the cash requirements for all
        unfunded commitments.  Commitments  on mortgage loans on real estate 
        of $243,200 extending into 1995 were outstanding as of December 31,
        1994.

        SIGNIFICANT CONCENTRATIONS OF CREDIT RISK:  The Company grants mainly 
        commercial mortgage loans on real estate to customers throughout the 
        United States.  The Company has a diversified portfolio with no more
        than 22% (23% in 1993) in any geographic area and no more than 2%
        (2% in 1993) with any one  borrower. The summary below depicts loans
        by remaining principal balance as of each December 31:



                                                                                                 Apartment
                                                Office            Warehouse       Retail          & other           Total
                                               --------           ---------      ---------       ---------        ----------
                                                                                                    
             1994:
               East North Central              $109,233            103,499         540,686         191,489           944,907
               East South Central                24,298             10,803         127,845          76,897           239,843
               Mountain                           3,150             13,770         140,358          39,682           196,960
               Middle Atlantic                   61,299             53,285         140,847          30,111           285,542
               New England                       10,536             43,282         139,131               4           192,953
               Pacific                          195,393            210,930         397,911          68,768           873,002
               South Atlantic                    87,150             81,576         424,150         210,354           803,230
               West North Central               127,760             11,766          80,854           4,738           225,118
               West South Central                51,013             84,796         184,923         194,788           515,520
                                               --------           ---------      ---------       ---------        ----------
                                               $669,832            613,707       2,176,705         816,831         4,277,075
                                               ========           =========      =========       =========
                  Less valuation allowances and unamortized discount                                                  54,791
                                                                                                                  ----------
                       Total mortgage loans on real estate, net                                                   $4,222,284
                                                                                                                  ==========
             1993:
               East North Central              $109,208           108,478          470,755         158,964           847,405
               East South Central                27,562             1,460          117,341          69,991           216,354
               Mountain                           3,228             4,742          105,560          23,065           136,595
               Middle Atlantic                   56,664            52,766          132,821          15,414           257,665
               New England                       10,565            48,398          142,530               8           201,501
               Pacific                          174,409           185,116          389,428          65,497           814,450
               South Atlantic                   112,640            58,165          391,102         238,337           800,244
               West North Central               104,933            13,458           78,408           3,917           200,716
               West South Central                50,955            47,103          183,420         161,033           442,511
                                               --------           ---------        -------       ---------        ----------
                                               $650,164           519,686        2,011,365         736,226         3,917,441
                                               ========           =========      =========       =========
                  Less valuation allowances and unamortized discount                                                  45,881
                                                                                                                  ----------    
                       Total mortgage loans on real estate, net                                                   $3,871,560
                                                                                                                  ==========
 

                             
   95

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


(10)    Pension Plan
        ------------

        NLIC, FHLIC, WCLIC, NCC, and NFS participate together with other
        affiliated companies, in a pension plan covering all employees who
        have completed at least one thousand hours of service within a 
        twelve-month period and who have met certain age requirements.  Plan
        contributions are invested in a group annuity contract of NLIC.  
        Benefits are based upon the highest average annual salary of any 
        three consecutive years of the last ten years of service.  The Company
        funds pension costs accrued for direct employees plus an allocation of 
        pension costs accrued for employees of affiliates whose work efforts 
        benefit the Company.

        Pension costs charged to operations by the Company during the years
        ended December 31, 1994, 1993 and 1992 were $10,451, $6,702 and
        $4,613, respectively.

        The Company's net accrued pension expense as of December 31, 1994
        and 1993 was $1,836 and $1,472, respectively.

        The net periodic pension cost for the plan as a whole for the years
        ended December 31, 1994, 1993 and 1992 follows:

 

                                                                       1994             1993             1992
                                                                     --------         --------         --------
                                                                                             
            Service cost (benefits earned during the period)          $64,740           47,694           44,343
            Interest cost on projected benefit obligation              73,951           70,543           68,215
            Actual return on plan assets                              (21,495)        (105,002)         (62,307)
            Net amortization and deferral                             (62,150)          20,832          (24,281)
                                                                     --------         --------         --------
               Net periodic pension cost                              $55,046           34,067           25,970
                                                                     ========         ========         ========
   
        Basis for measurements, net periodic pension cost:
   
            Weighted average discount rate                               5.75%           6.75%            7.25%
            Rate of increase in future compensation levels               4.50%           4.75%            5.25%
            Expected long-term rate of return on plan assets             7.00%           7.50%            8.00%


        Information regarding the funded status of the plan as a whole as of 
        December 31, 1994 and 1993 follows:

 

                                                                                1994             1993
                                                                             ----------       ----------
                                                                                       
                     Accumulated benefit obligation:
                        Vested                                               $  914,850          972,475
                        Nonvested                                                 7,570           10,227
                                                                             ----------       ----------
                                                                             $  922,420          982,702
                                                                             ==========       ==========
                     Projected benefit obligation for
                        services rendered to date                             1,305,547        1,292,477
                     Plan assets at fair value                                1,241,771        1,208,007
                                                                             ----------       ----------
                     Plan assets less than projected benefit
                        obligation                                              (63,776)         (84,470)
                     Unrecognized prior service cost                             46,201           49,551
                     Unrecognized net losses                                     39,408           55,936
                     Unrecognized net assets at January 1, 1987                 (21,994)         (24,146)
                                                                             ----------       ----------
                          Net accrued pension expense                        $     (161)          (3,129)
                                                                             ==========       ==========

                 Basis for measurements, funded status of plan:

                     Weighted average discount rate                               7.50%            5.75%
                     Rate of increase in future compensation levels               6.75%            4.50%



                                                               
   96
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


(11)    Postretirement Benefits Other Than Pensions
        -------------------------------------------

        In addition to the defined benefit pension plan, NLIC, FHLIC, WCLIC, 
        NCC and NFS participate with other affiliated companies in life and
        health care defined benefit plans for qualifying retirees. 
        Postretirement life and health care benefits are contributory and
        available to full time employees who have attained age 55 and
        have accumulated 15 years of service with the Company after reaching 
        age 40.  Postretirement life insurance contributions are based on age
        and coverage amount of each retiree.  Postretirement health care 
        benefit contributions are adjusted annually and contain cost-sharing
        features such as deductibles and coinsurance.  The accounting for the
        health care plan anticipates future cost-sharing changes to the
        written plan that are consistent with the Company's expressed intent
        to increase the retiree contribution amount annually for expected
        health care inflation.  The Company's policy is to fund the cost of
        health care benefits in amounts determined at the discretion of
        management.  The Company began funding in 1994.  Plan assets are
        invested in group annuity contracts of NLIC.

        Effective  January 1, 1993, the Company adopted the provisions of
        STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 106 - EMPLOYERS'
        ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (SFAS 106), 
        which requires the accrual method of accounting for postretirement  
        life and health care insurance benefits based on actuarially 
        determined costs to be recognized over the period from the date of 
        hire to the full eligibility date of employees who are expected to 
        qualify for such benefits.  Postretirement benefit cost for 1992, which
        was recorded on a cash basis, has not been restated.

        The Company elected to immediately recognize its estimated accumulated
        postretirement benefit obligation  as of January 1, 1993.  Accordingly,
        a noncash charge of $32,275 ($20,979 net of related income tax
        benefit) was recorded in the consolidated statement of income as a 
        cumulative effect of a change in accounting principle.   See note 3. 
        The adoption of SFAS 106, including the cumulative effect of the
        change in accounting principle, increased the expense for
        postretirement benefits by $35,277 to $36,544 in 1993.  Net periodic
        postretirement benefit cost for 1994 was $4,627.  The Company's 
        accrued postretirement benefit obligation as of December 31, 1994 and
        1993 was $36,001 and $35,277, respectively.

        Actuarial assumptions for the measurement of the December 31, 1994 
        accumulated postretirement benefit obligation include a discount rate  
        of 8% and an assumed health care cost trend rate of 11%, uniformly 
        declining to an ultimate rate of 6% over 12 years.

        Actuarial assumptions for the measurement of the December 31, 1993
        accumulated postretirement benefit obligation and the 1994 net
        periodic postretirement benefit cost include a discount rate of 7% and 
        an assumed health care cost trend rate of 12%, uniformly declining to
        an ultimate rate of 6% over 12 years.

        Actuarial assumptions used to determine the accumulated postretirement
        benefit obligation as of January 1, 1993 and the 1993 net periodic
        postretirement benefit cost include a discount rate of 8% and an
        assumed health care cost trend rate of 14%, uniformly declining to an
        ultimate rate of 6% over 12 years.

        Information regarding the funded status of the plan as a whole as of
        December 31, 1994 and 1993 follows:       



                                                                                             1994             1993
                                                                                          ---------        ---------
                                                                                                    
           Accumulated postretirement benefit obligation:
              Retirees                                                                    $  76,677           90,312
              Fully eligible, active plan participants                                       22,013           24,833
              Other active plan participants                                                 59,089           84,103
                                                                                          ---------        ---------
                 Accumulated postretirement benefit obligation                              157,779          199,248
              Plan assets at fair value                                                      49,012                -
                                                                                          ---------        ---------
                 Plan assets less than accumulated postretirement benefit
                   obligation                                                              (108,767)        (199,248)
              Unrecognized net (gains) losses                                               (41,497)          15,128
                                                                                          ---------        ---------
                 Accrued postretirement benefit obligation                                $(150,264)        (184,120)
                                                                                          =========        =========              

                                   
   97
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued
        The amount of net periodic postretirement benefit cost for the plan as 
        a whole for the years ended December 31, 1994 and 1993 is as follows:


                                                                                                   1994            1993
                                                                                                 -------         -------        
                                                                                                          
           Net periodic postretirement benefit cost:
              Service cost - benefits attributed to employee service during the year             $ 8,586            7,090
              Interest cost on accumulated postretirement benefit obligation                      14,011           13,928
              Actual return on plan assets                                                        (1,622)               -
              Net amortization and deferral                                                        1,622                -
                                                                                                 -------           ------
                 Net periodic postretirement benefit cost                                        $22,597           21,018
                                                                                                 =======           ======

        The health care cost trend rate assumption has a significant effect
        on the amounts reported.  A one percentage point increase in the
        assumed health care cost trend rate would increase the accumulated
        postretirement benefit obligation as of December 31, 1994 and 1993 by
        $8,109 and $15,621, respectively, and the net periodic postretirement 
        benefit cost for the years ended December 31, 1994 and 1993 by $866 and
        $2,377, respectively.

(12)    Portfolio Transfer of Credit Life and Credit Accident and Health
        ----------------------------------------------------------------
        On March 13, 1992, WCLIC entered into an assignment and assumption
        agreement with American Bankers Life Assurance Company of Florida
        (ABLAC) under which ABLAC assumed, by portfolio transfer, substantially
        all of WCLIC's credit life and accident and health policies in force as
        of January 1, 1992.  A pre-tax loss of approximately $15,000 was
        recognized from this transaction in 1992.  The loss represents
        approximately $34,000 of amortization of deferred policy acquisition
        costs, less approximately $27,000 in ceded commissions earned, plus
        death benefits incurred and other expenses.  Under the terms defined in
        the assignment and assumption agreement, WCLIC is contingently liable
        for adverse development of claims  activity up to a defined limit.  As
        of December 31, 1994, WCLIC has provided for a contingent liability
        based on the development of claims experience through December 31,
        1994.  As of December 31, 1993, WCLIC had provided for the maximum
        contingent liability in the absence of conclusive claims experience
        development.

(13)    Regulatory Risk-Based Capital, Retained Earnings and Dividend
        -------------------------------------------------------------
        Restrictions
        ------------

        Each insurance company's state of domicile imposes minimum risk-based
        capital requirements that were developed by the NAIC.  The
        formulas for determining the amount of risk-based capital specify 
        various weighting factors that are applied to financial balances or
        various levels of activity based on the perceived degree of risk.
        Regulatory compliance is determined by a ratio of the company's
        regulatory total adjusted capital, as defined by the NAIC, to its
        authorized control level risk-based capital, as defined by the NAIC.  
        Companies below specific trigger points or ratios are classified
        within certain levels, each of which requires specified corrective
        action.  NLIC and each of its insurance subsidiaries exceed the minimum
        risk-based capital requirements.

        In accordance with the requirements of the New York statutes, the
        Company has agreed with the Superintendent of Insurance of that state
        that so long as participating policies and contracts are held by
        residents of New York, no profits on participating policies and
        contracts in excess of the larger of (a) ten percent of such profits or
        (b) fifty cents per year per thousand dollars of participating life
        insurance in force, exclusive of group term, at the year-end shall
        inure to the benefit of the shareholders.  Such New York statutes
        further provide that so long as such agreement is in effect, such
        excess of profits shall be exhibited as "participating policyholders'
        surplus" in annual statements filed with the Superintendent and shall be
        used only for the payment or apportionment of dividends to participating
        policyholders at least to the extent required by statute or for the
        purpose of making up any loss on participating policies.

        In the opinion of counsel for the Company, the ultimate ownership of
        the entire surplus, however classified, of the Company resides with the
        shareholder, subject to the usual requirements under state laws and
        regulations that certain deposits, reserves and minimum surplus be 
        maintained for the protection of the policyholders until all policy
        contracts are discharged.

   98
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

        Based on the opinion of counsel with respect to the ownership of its
        surplus, the Company is of the opinion that the earnings attributable
        to participating policies in excess of the amounts paid as dividends
        to policyholders belong to the shareholder rather than the
        policyholders, and such earnings are so treated by the Company.

        The amount of shareholder's equity other than capital shares
        was $1,904,664, $1,647,353, and $1,426,427 as of December 31,
        1994, 1993 and 1992, respectively.  The amount thereof not 
        presently available for dividends to the shareholder due to the New
        York restrictions and to adjustments relating to GAAP was $929,934,
        $954,037 and $841,583 as of December 31, 1994, 1993 and 1992,
        respectively.

        Ohio law limits the payment of dividends to shareholders.  The 
        maximum dividend that may be paid by the Company without prior
        approval of the Director of the Department of Insurance of the State
        of Ohio is limited to the greater of statutory gain from operations of
        the preceding calendar year or 10% of statutory shareholder's surplus
        as of the prior December 31.  Therefore, $1,707,110, of shareholder's 
        equity, as presented in the accompanying consolidated financial 
        statements, is restricted as to dividend payments in 1995.

        California law limits the payment of dividends to shareholders of
        WCLIC.  The maximum dividend that  may be paid by WCLIC without
        prior approval of the Commissioner of the State of California
        Department of Insurance is limited to the greater of WCLIC's
        statutory net income of the preceding calendar year or 10% of 
        WCLIC's statutory shareholder's surplus as of the prior December 31. 
        Therefore, $126,489 of WCLIC's shareholder's equity is restricted as
        to dividend payments in 1995.

        Wisconsin law limits the payment of dividends to shareholders of ELICW. 
        The maximum dividend that may be paid by ELICW  without prior approval 
        of the Commissioner of the State of Wisconsin is limited to the greater
        of ELICW's statutory net income of the preceding calendar year or 10%
        of ELICW s statutory surplus as of the prior December 31, Therefore,
        $135,369 of ELICW's shareholder's equity is restricted as to dividend
        payments in 1995.

        Michigan law limits the payment of dividends to shareholders of NCC. 
        The maximum dividend that may be paid by NCC without prior approval
        of the Commissioner of the State of Michigan Bureau of Insurance is
        limited to the greater of NCC's statutory net income, not including
        realized capital gains, of the preceding calendar year or 10% of
        NCC's statutory shareholder's  surplus as of the prior December 31.  
        Therefore, $66,564 of NCC's shareholder's equity is restricted as to
        dividend payments in 1995.  In addition, prior approval is not required
        for a dividend which does not increase gross leverage to a point in 
        excess of the United States consolidated industry average for the most
        recent available year.

(14)    Transactions With Affiliates
        ----------------------------
        Effective December 31, 1994, NLIC purchased all of the outstanding 
        shares of ELICW from Wausau Service Corporation (WSC) for an
        amount approximating $165,000, subject to specified adjustments, if
        any, subsequent to year end.  NLIC transferred fixed maturity
        securities and cash with a fair value of $155,000 to WSC on 
        December 28, 1994, which resulted in a realized loss of $19,239 on
        the disposition of the securities.  An accrual approximating $10,000
        is reflected in the accompanying consolidated balance sheet.  The
        purchase price approximated both the historical cost basis and fair 
        value of net assets of ELICW.  ELICW has and will continue to share 
        home office, other  facilities, equipment and common management and
        administrative services with WSC.

        The deferred compensation annuity line of business of the Company
        is primarily sold through  Public Employees Benefit Services
        Corporation (PEBSCO).  The Company paid PEBSCO commissions and 
        administrative fees of $26,699, $22,681 and $20,146 in 1994, 1993 and
        1992, respectively.  PEBSCO is a wholly owned subsidiary of Corp.

        The Company and NEA Valuebuilder Investor Services, Inc. (NEAVIS) have 
        contracted with the National Education Association (NEA) to provide 
        individual annuity contracts to be marketed exclusively to members of 
        the NEA.  The Company paid NEAVIS a marketing development fee of 
        $11,095, $9,229 and $6,426 in 1994, 1993 and 1992, respectively. 
        NEAVIS is a wholly owned subsidiary of Corp.

        The Company shares home office, other facilities, equipment and
        common management and administrative services with affiliates.

                                
   99
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


        The Company participates in intercompany repurchase agreements 
        with affiliates whereby the seller will transfer securities to the
        buyer at a stated value.  Upon demand or a stated period, the 
        securities will be repurchased by the seller at the original sales 
        price plus a price differential.  Transactions under the agreements
        during 1994 and 1993 were not material.

        During 1993, the Company sold equity securities with a market value
        $194,515 to NMIC, resulting in a realized gain of $122,823.  With the
        proceeds, the Company purchased securities with a market value of
        $194,139 and cash of $376 from NMIC.

        Intercompany reinsurance contracts exist between NLIC and NMIC,
        NLIC and WCLIC, NLIC and NCC, WCLIC and NMIC and WCLIC and
        ELICW as of December 31, 1994.  These contracts are immaterial to
        the consolidated financial statements.

        NCC participates in several 100% quota share reinsurance agreements     
        with NMIC.  NCC serves as the licensed insurer as required for an
        affiliated excess and surplus lines company and cedes 100% of direct
        written premiums to NMIC.  In 1989, NCC transferred 100% of assets and
        unearned premiums and loss reserves related to a  discontinued block of
        assumed reinsurance to NMIC (95.3%) and  Nationwide Mutual Fire
        Insurance Company (4.7%).  Effective January 1, 1993, NCC entered into
        a 100% quota share reinsurance agreement to cede to NMIC 100% of all
        written premiums not subject to any other reinsurance agreements.

        As a result of these agreements, and in accordance with STATEMENT OF  
        FINANCIAL ACCOUNTING STANDARDS NO. 113 - ACCOUNTING AND REPORTING FOR 
        REINSURANCE OF SHORT-DURATION AND LONG-DURATION CONTRACTS, the  
        following amounts are included in the consolidated financial statements
        as of December 31, 1994 and 1993 for reinsurance ceded:



                                                                    1994             1993
                                                                  --------         --------
                                                                            
           Reinsurance recoverable                                $575,721          533,401
           Unearned premium reserves                              (118,092)        (102,644)
           Loss and claim reserves                                (371,974)        (352,303)
           Loss and expense reserves                               (85,655)         (78,454)
                                                                  --------         --------
                                                                  $      0                0
                                                                  ========         ========


        The ceding of reinsurance does not discharge the original insurer 
        from primary liability to its policyholder.  The insurer which assumes
        the coverage assumes the related liability and it is the practice of 
        insurers to treat insured risks, to the extent of reinsurance ceded, 
        as though they were risks for which the original insurer is not liable.
        Management believes the financial strength of NMIC reduces to an 
        acceptable level any risk to NCC under these intercompany reinsurance 
        agreements.

        The Company and various affiliates entered into agreements with
        Nationwide Cash Management Company (NCMC) and California Cash
        Management Company (CCMC), both affiliates, under which NCMC and CCMC
        act as common agents in handling the purchase and sale of short-term
        securities for the respective accounts of the  participants.  Amounts on
        deposit with NCMC and CCMC were $92,531 and $28,683 at December 31,
        1994 and 1993, respectively, and are included in short-term
        investments on the accompanying consolidated balance sheets.

(15)    Bank Lines of Credit
        --------------------

        As of December 31, 1994 and 1993, NLIC had $120,000 of confirmed but 
        unused bank lines of credit which support a $100,000 commercial paper 
        borrowing authorization.  Additionally, NFS had $27,000 of confirmed 
        but unused bank lines of credit.


                                  
   100

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued


(16)    Contingencies
        -------------

        The  Company is a defendant in various lawsuits.   In the
        opinion of management, the  effects, if any, of such lawsuits
        are not expected to be material to the Company's financial
        position or results of operations.

(17)    Major Lines of Business
        -----------------------

        The Company operates in the life and accident and health lines of
        business in the life insurance and property and casualty insurance 
        industries.  Life insurance operations include whole life, universal 
        life, variable universal life, endowment and term life insurance and  
        annuity contracts issued to individuals and groups.  Accident and 
        health operations also provide coverage to individuals and groups.

        The following table summarizes the revenues and income before Federal
        income tax and cumulative effect of changes in accounting principles 
        for the years ended December 31, 1994, 1993 and 1992 and assets as of
        December 31, 1994, 1993 and 1992, by line of business.



                                                                                  1994              1993             1992
                                                                              -----------       ----------       ----------
                                                                                                        
            Revenues:
                 Life insurance                                               $ 1,577,809        1,479,956        1,406,417
                 Accident and health                                              345,544          339,764          475,290
                 Investment income allocated to capital and surplus               122,847          214,806           51,611
                                                                              -----------        ---------        ---------
                      Total                                                   $ 2,046,200        2,034,526        1,933,318
                                                                              ===========        =========        =========
            Income before Federal income tax and cumulative
                effect of changes in accounting principles:
                 Life insurance                                                   141,650           83,917           78,627
                 Accident and health                                               13,220           15,043              436
                 Investment income allocated to capital and surplus               118,360          213,941           51,496
                                                                              -----------        ---------        ---------
                      Total                                                   $   273,230          312,901          130,559
                                                                              ===========        =========        =========
            Assets:
                 Life insurance                                                28,351,628       22,982,186       19,180,561
                 Accident and health                                              852,026          773,007          343,535
                 Capital and surplus                                            1,908,479        1,651,168        1,430,242
                                                                              -----------        ---------        ---------
                      Total                                                   $31,112,133       25,406,361       20,954,338
                                                                              ===========        =========        =========


        Included in life insurance revenues are premiums from certain annuities
        with life contingencies of $20,134 ($35,341 and $54,066 for the years  
        ended December 31, 1993 and 1992, respectively) as well as universal  
        life and investment product policy charges of $239,021 ($188,057 and 
        $148,464 for the years ended December 31, 1993 and 1992 respectively) 
        for the year ended December 31, 1994.

        Allocations of investment income and certain general expenses were
        based on a number of assumptions and estimates, and reported operating
        results would change by line if different methods were applied.  
        Investment income and realized gains allocable to policyholders in 1994
        were $1,193,292 and $1,775, respectively.

(18)    Subsequent Event
        ----------------

        On January 30, 1995, FHLIC received approval from the Ohio Secretary of
        State to change its name to Nationwide Life and Annuity Insurance 
        Company.