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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


   
                                    FORM 10-Q/A
    

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997       COMMISSION FILE NO. 2-28596


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

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

                              ONE NATIONWIDE PLAZA
                              COLUMBUS, OHIO 43215
                                 (614) 249-7111
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to the filing
requirements for at least the past 90 days.

                                        YES  X    NO
                                            -----   -----


   ALL VOTING STOCK WAS HELD BY AFFILIATES OF THE REGISTRANT ON MAY 12, 1997.

   COMMON STOCK - 3,814,779 SHARES ISSUED AND OUTSTANDING AS OF MAY 12, 1997
   (Title of Class)

            THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
            INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE
              FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.


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                                   SIGNATURE

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

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


   
Date: May 15, 1997                /s/Mark R. Thresher
                                 ----------------------------------------------
                                 Mark R. Thresher, Vice President - Controller
                                                   (Chief Accounting Officer)
    


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