NATIONWIDE FINANCIAL SERVICES INC/
10-Q/A, 1997-05-23
LIFE INSURANCE
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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. 1-12785

                      NATIONWIDE FINANCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                        <C>
                       DELAWARE                                                         31-1486870
(State or other jurisdiction of incorporation or organization)             (I.R.S. Employer Identification No.)
</TABLE>

                              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 ___  NO _X_

CLASS A COMMON STOCK - 23,781,136 SHARES ISSUED AND OUTSTANDING AS OF
                       MAY 12, 1997
 (Title of Class)

CLASS B COMMON STOCK - 104,745,000 SHARES ISSUED AND OUTSTANDING AS OF
                       MAY 12, 1997
 (Title of Class)



<PAGE>   2



                                   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 FINANCIAL SERVICES, INC.
                                              (Registrant)

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

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