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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

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


                                    FORM 8-K


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


DATE OF REPORT: SEPTEMBER 4, 1998                   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               (I.R.S. Employer Identification No.)
of 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)



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ITEM 5.       OTHER EVENTS.

              On September 4, 1998 Nationwide Mutual Insurance Company and
              Nationwide Life Insurance Company (NLIC), a wholly-owned
              subsidiary of Nationwide Financial Services, Inc, announced a
              settlement in a class action lawsuit related to certain products
              sold by NLIC.

              NLIC's news release issued on September 4, 1998 regarding this
              announcement is attached as an exhibit to this report and is
              incorporated herein by reference.

              The information contained in this Current Report on Form 8-K
              contains certain forward-looking statements within the meaning of
              the Private Securities Litigation Reform Act of 1995 with respect
              to the results of operations and businesses of the Company. These
              forward-looking statements involve certain risks and
              uncertainties. Factors that may cause actual results to differ
              materially from those contemplated or projected, forecast,
              estimated or budgeted in such forward looking statements include,
              among others, the following possibilities: (i) the potential
              impact on the Company's reported net income that could result from
              the adoption of certain accounting standards issued by the FASB;
              (ii) tax law changes impacting the tax treatment of life insurance
              and investment products; (iii) heightened competition, including
              specifically the intensification of price competition, the entry
              of new competitors and the development of new products by new and
              existing competitors; (iv) adverse state and federal legislation
              and regulation, including limitations on premium levels, increases
              in minimum capital and reserves, and other financial viability
              requirements; (v) failure to expand distribution channels in order
              to obtain new customers or failure to retain existing customers;
              (vi) inability to carry out marketing and sales plans, including,
              among others, changes to certain products and acceptance of the
              revised products in the market; (vii) changes in interest rates
              and the stock markets causing a reduction of investment income or
              asset fees, reduction in the value of the Company's investment
              portfolio or a reduction in the demand for the Company's products;
              (viii) general economic and business conditions which are less
              favorable than expected; (ix) unanticipated changes in industry
              trends and ratings assigned by nationally recognized statistical
              rating organizations or A.M. Best Company; and (x) inaccuracies in
              assumptions regarding future persistency, mortality, morbidity and
              interest rates used in calculating reserve amounts.




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ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.

              (c) Exhibits.

                  Exhibit 99   News release of Nationwide Life Insurance Company
                               dated September 4, 1998


                                    SIGNATURE

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


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



Date: September 4, 1998                    /s/ MARK R. THRESHER
                                           ------------------------------------
                                           Mark R. Thresher, Vice President - 
                                                 Controller
                                               (Chief Accounting Officer)




                                  EXHIBIT INDEX

  Exhibit No.                              Description

      99                News release of Nationwide Life Insurance Company dated
                        September 4, 1998