NATIONWIDE VLI SEPARATE ACCOUNT 5, S-6, 2000-09-22

NATIONWIDE VLI SEPARATE ACCOUNT 5
S-6, 2000-09-22

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<PAGE> 1
Registration No. ___________

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

NATIONWIDE VLI SEPARATE ACCOUNT-5
(EXACT NAME OF TRUST)

NATIONWIDE LIFE INSURANCE COMPANY
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(EXACT NAME AND ADDRESS OF DEPOSITOR AND REGISTRANT)

PATRICIA R. HATLER
SECRETARY
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

Approximate date of proposed public offering: (Upon the effective date of this
Registration Statement. November 1, 2000 requested.

The Registrant hereby agrees to amend this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall therefore become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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

<PAGE> 2

CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2

N-8B-2 ITEM CAPTION IN PROSPECTUS

<S> <C>
1.....................................................................Nationwide Life Insurance
Company
.......................................................................The Variable Account
2.....................................................................Nationwide Life Insurance
Company
3.....................................................................Custodian of Assets
4.....................................................................Distribution of The Policies
5.....................................................................The Variable Account
6.....................................................................Not Applicable
7.....................................................................Not Applicable
8.....................................................................Not Applicable
9.....................................................................Legal Proceedings
10.....................................................................Information About The Policies;
How The Cash Value Varies; Right
to Exchange for a Fixed Benefit
Policy; Reinstatement; Other Policy
Provisions
11.....................................................................Investments of The Variable
Account

12.....................................................................Not Applicable

13.....................................................................Policy Charges
Reinstatement
14.....................................................................Underwriting and Issuance -
Premium Payments
Minimum Requirements for
Issuance of a Policy

15.....................................................................Investing in the Policy;
Premium Payments

16.....................................................................Underwriting and Issuance -
Allocation of Cash Value
17.....................................................................Surrendering The Policy for Cash
18.....................................................................Reinvestment

19.....................................................................Report to Policy Owners

20.....................................................................Not Applicable
21.....................................................................Policy Loans
22.....................................................................Not Applicable
23.....................................................................Not Applicable
24.....................................................................Not Applicable
25.....................................................................Nationwide Life Insurance
Company

26.....................................................................Not Applicable
27.....................................................................Nationwide Life Insurance
Company
</TABLE>

<PAGE> 3

<TABLE>

<S> <C>
N-8B-2 ITEM............................................................CAPTION IN PROSPECTUS

28.....................................................................Company Management
29.....................................................................Company Management
30.....................................................................Not Applicable
31.....................................................................Not Applicable
32.....................................................................Not Applicable
33.....................................................................Not Applicable
34.....................................................................Not Applicable
35.....................................................................Nationwide Life Insurance
Company
36.....................................................................Not Applicable
37.....................................................................Not Applicable
38.....................................................................Distribution of The Policies
39.....................................................................Distribution of The Policies
40.....................................................................Not Applicable
41(a)..................................................................Distribution of The Policies
42.....................................................................Not Applicable
43.....................................................................Not Applicable
44.....................................................................How The Cash Value Varies
45.....................................................................Not Applicable
46.....................................................................How The Cash Value Varies
47.....................................................................Not Applicable
48.....................................................................Custodian of Assets
49.....................................................................Not Applicable
50.....................................................................Not Applicable
51.....................................................................Summary of The Policies;
Information About The Policies
52.....................................................................Substitution of Securities
53.....................................................................Taxation of The Company
54.....................................................................Not Applicable
55.....................................................................Not Applicable
56.....................................................................Not Applicable
57.....................................................................Not Applicable
58.....................................................................Not Applicable
59.....................................................................Financial Statements
</TABLE>

<PAGE> 4

NATIONWIDE LIFE INSURANCE COMPANY

Last Survivor Flexible Premium Variable Universal Life Insurance Policies

Issued by Nationwide Life Insurance Company through its
Nationwide VLI Separate Account-5

The date of this prospectus is November 1, 2000.

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

This prospectus contains basic information you should know about the policies
before investing. Please read it and keep it for future reference.

The following underlying mutual funds are available under the policies:

TARGET/UNITED FUNDS, INC.
- Asset Strategy Portfolio
- Balanced Portfolio
- Bond Portfolio
- Growth Portfolio
- High Income Portfolio
- Income Portfolio
- International Portfolio
- Limited-Term Bond Portfolio
- Money Market Portfolio
- Science and Technology Portfolio
- Small Cap Portfolio

For general information or to obtain FREE copies of the:

- prospectus, annual report or semi-annual report for any underlying
mutual fund; and
- any required Nationwide forms,

call: 1-800-547-7548
TDD 1-800-238-3035

or write:

NATIONWIDE LIFE INSURANCE COMPANY
P.O. BOX 182150
COLUMBUS, OHIO 43218-2150

Material incorporated by reference in this prospectus can be found on the SEC
website at:

www.sec.gov

This policy is NOT:

- a bank deposit;
- endorsed by a bank or government agency;
- federally insured; or
- available in every state.

The life insurance policies offered by this prospectus are flexible premium
variable universal life insurance policies. They provide flexibility to vary the
amount and frequency of premium payments. A cash surrender value may be offered
if the policy is terminated during the lifetime of the insured.

The purpose of this policy is to provide life insurance protection for the
beneficiary named in the policy. No claim is made that the policy is in any way
similar or comparable to a systematic investment plan of a mutual fund. The
death benefit and cash value of this policy may vary to reflect the experience
of the Nationwide VLI Separate Account-4 (the "variable account") or the fixed
account, depending on how premium payments are invested.

Investors assume certain risks when investing in the policies, including the
risk of losing money.

Nationwide guarantees the death benefit for as long as the policy is in force.
The cash surrender value is not guaranteed. The policy will lapse if the cash
surrender value is insufficient to cover policy charges.

Benefits described in this prospectus may not be available in every jurisdiction
- refer to your policy for specific benefit information.

THIS PROSPECTUS IS NOT AN OFFERING IN ANY JURISDICTION WHERE 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.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR HAS THE
SEC

1
<PAGE> 5

PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

2
<PAGE> 6

GLOSSARY OF SPECIAL 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 cash
value of the variable account.

AVERAGE ISSUE AGE- The arithmetic average of the ages of the two insureds at
policy issuance.

BASIC COVERAGE- One of the two types of coverage that comprise the specified
amount. The other type is supplemental coverage.

CASH VALUE- Cash value is the sum of the value of the assets in the
sub-accounts, the fixed account and any amount in the Policy Loan Account.

FIXED ACCOUNT- An investment option which is funded by the general account of
Nationwide.

GENERAL ACCOUNT- All assets of Nationwide other than those of the variable
account or in other separate accounts that have been or may be established by
Nationwide.

IRS GUIDELINE LEVEL PREMIUM- The amount of level annual premium, calculated in
accordance with the provisions of the Internal Revenue Code, guaranteed
mortality and expense charges, and an interest rate of 4%.

MATURITY DATE- The policy anniversary on or next following the younger insured's
100th birthday.

NATIONWIDE- Nationwide Life Insurance Company.

NET AMOUNT AT RISK- The death benefit minus the cash value calculated at the
beginning of each policy month.

NET PREMIUMS- Net premiums are equal to the actual premiums minus the percent of
premium charges. The percent of premium charges are shown on the policy data
page.

SEC GUIDELINE LEVEL PREMIUM- The level annual premiums required to mature the
policy under reasonable mortality and expense charges with an annual effective
interest rate of 5%. It is calculated pursuant to Rule 6e-3(T) of the Investment
Company Act of 1940.

SPECIFIED AMOUNT- The base benefit of the policy for which the death benefit
will be calculated.

SUB-ACCOUNTS- Divisions of the variable account to which underlying mutual fund
shares are allocated and for which accumulation units are separately maintained.

SUPPLEMENTAL COVERAGE- One of the two types of coverage that comprise the
specified amount. Supplemental coverage can never exceed 90% of the specified
amount. Supplemental coverage is not available in New York or New Jersey.

VALUATION PERIOD - Each day the New York Stock Exchange is open.

VARIABLE ACCOUNT- Nationwide VLI Separate Account-5, a separate account of
Nationwide Life Insurance Company that contains variable account allocations.
The variable account is divided into sub-accounts, each of which invests in
shares of a separate underlying mutual fund.

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<PAGE> 7

TABLE OF CONTENTS

GLOSSARY OF SPECIAL TERMS..........................

SUMMARY OF POLICY EXPENSES.........................

UNDERLYING MUTUAL FUND ANNUAL EXPENSES.............

SYNOPSIS OF THE POLICIES...........................

NATIONWIDE LIFE INSURANCE COMPANY..................

GENERAL DISTRIBUTOR................................

INVESTING IN THE POLICY............................
The Variable Account and Underlying Mutual Funds
The Fixed Account

INFORMATION ABOUT THE POLICIES.....................
Minimum Requirements for Policy Issuance
Premium Payments
Death Benefit Guarantees
Pricing

POLICY CHARGES.....................................
Sales Load
Tax Expense Charge
Surrender Charges
Monthly Cost of Insurance
Monthly Administrative Charge
Mortality and Expense Risk Charge
Income Tax
Reduction of Charges

SURRENDERING THE POLICY FOR CASH...................
Surrender (Redemption)
Cash Surrender Value
Partial Surrenders
Income Tax Withholding

VARIATION IN CASH VALUE............................

POLICY PROVISIONS..................................
Policy Owner
Beneficiary
Changes in Existing Insurance Coverage

OPERATION OF THE POLICY............................
Allocation of Net Premium and Cash Value
How the Investment Experience is Determined
Net Investment Factor
Determining the Cash Value
Transfers

RIGHT TO REVOKE....................................

POLICY LOANS.......................................
Taking a Policy Loan
Effect on Investment Performance
Interest
Effect on Death Benefit and Cash Value
Repayment

ASSIGNMENT.........................................

POLICY OWNER SERVICES..............................
Dollar Cost Averaging

DEATH BENEFIT INFORMATION..........................
Calculation of the Death Benefit
Changes in the Death Benefit Option
Proceeds Payable on Death
Incontestability
Error in Age or Sex
Suicide
Maturity Proceeds

RIGHT OF CONVERSION................................

GRACE PERIOD.......................................
Grace Period without Death Benefit
Guarantees
Lifetime Guaranteed Policy Continuation
Limited Guaranteed Policy Continuation
Reinstatement

TAX MATTERS........................................
Policy Proceeds
Withholding
Federal Estate and Generation-Skipping
Transfers Taxes
Non-Resident Aliens
Taxation of Policy Split Option Rider
Description of Cash Value Accumulation
Test and Guideline Premium Cash
Value Corridor Test
Taxation of Nationwide
Tax Changes

LEGAL CONSIDERATIONS...............................

STATE REGULATION...................................

REPORTS TO POLICY OWNERS...........................

ADVERTISING........................................

4
<PAGE> 8

LEGAL PROCEEDINGS..................................

EXPERTS............................................

REGISTRATION STATEMENT.............................

LEGAL OPINIONS.....................................

DISTRIBUTION OF THE POLICIES.......................

ADDITIONAL INFORMATION ABOUT
NATIONWIDE....................................

APPENDIX A: OBJECTIVES FOR UNDERLYING
MUTUAL FUNDS..................................

APPENDIX B: ILLUSTRATIONS OF CASH VALUES,
CASH SURRENDER VALUES, AND
DEATH BENEFITS................................

5
<PAGE> 9

SUMMARY OF POLICY EXPENSES

Nationwide deducts certain charges from the policy. Charges are made for
administrative and sales expenses, tax expenses, providing life insurance
protection and assuming the mortality and expense risks (see "Policy Charges").

DEDUCTIONS FROM PREMIUM PAYMENTS

Nationwide deducts a sales load and a premium expense charge from each premium
payment received. The sales load is guaranteed never to exceed 2.5% for each
premium payment. Currently, the sales load is 1.5% for policy years 1 through 10
and 0.5% thereafter.

The tax expense charge is approximately 3.5% of premiums for all states (see
"Sales Load" and "Tax Expense Charges").

MONTHLY DEDUCTIONS FROM THE POLICY'S CASH VALUE

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 as calculated at the beginning of each policy month. This deduction
is charged proportionately to the cash value in each sub-account and the fixed
account (see "Monthly Cost of Insurance").

MONTHLY ADMINISTRATIVE CHARGE

An administrative charge is deducted monthly on a proportionate basis from the
cash value in each sub-account and the fixed account. This charge is the sum of
the per policy charge and the per $1,000 basic charge. The per policy charge is
equal to:

- $10 per month in the first policy year;
- $5 per month in policy years 2 through 20 if the specified amount is equal
to or more than $150,000;
- $3 per month in policy years 2 through 20 if the specified amount is less
than $150,000;
- $0 per month in policy years 21 and after.

The per $1,000 basic coverage charge is determined for the first three policy
years. This monthly charge is derived as the sum of the charges for both
insureds per the following table:

Average Issue Age Current Fee Per Guaranteed Fee
$1,000 of Per $1,000 of
Initial Basic Initial Basic
Coverage Coverage

21 $0.06 $0.10
22 $0.06 $0.10
23 $0.06 $0.10
24 $0.06 $0.10
25 $0.06 $0.10
26 $0.06 $0.10
27 $0.06 $0.12
28 $0.06 $0.13
29 $0.06 $0.14
30 $0.08 $0.15
31 $0.10 $0.16
32 $0.10 $0.16
33 $0.11 $0.16
34 $0.11 $0.16
35 $0.11 $0.16
36 $0.12 $0.16
37 $0.13 $0.16
38 $0.14 $0.16
39 $0.15 $0.17
40 $0.16 $0.18
41 $0.16 $0.18
42 $0.16 $0.18
43 $0.16 $0.18
44 $0.16 $0.18
45 $0.16 $0.18
46 $0.17 $0.19
47 $0.18 $0.20
48 $0.19 $0.21
49 $0.20 $0.22
50 $0.20 $0.23
51 $0.21 $0.24
52 $0.21 $0.25
53 $0.22 $0.26
54 $0.22 $0.27
55 $0.23 $0.28
56 $0.23 $0.29
57 $0.24 $0.30
58 $0.24 $0.31
59 $0.25 $0.32
60 $0.25 $0.33

6
<PAGE> 10
Average Issue Age Current Fee Per Guaranteed Fee
$1,000 of Per $1,000 of
Initial Basic Initial Basic
Coverage Coverage

61 $0.25 $0.34
62 $0.25 $0.35
63 $0.25 $0.36
64 $0.25 $0.37
65 $0.25 $0.38
66 $0.25 $0.39
67 $0.25 $0.40
68 $0.25 $0.40
69 $0.25 $0.40
70 $0.25 $0.40
71 $0.25 $0.40
72 $0.25 $0.40
73 $0.25 $0.40
74 $0.25 $0.40
75 $0.25 $0.40
76 $0.25 $0.40
77 $0.25 $0.40
78 $0.25 $0.40
79 $0.25 $0.40
80 $0.25 $0.40
81 $0.25 $0.40
82 $0.25 $0.40
83 $0.25 $0.40
84 $0.25 $0.40
85 $0.25 $0.40

The maximum monthly charge is $750. The per $1,000 of basic coverage charge is
$0 after the third policy year (see "Monthly Administrative Charge").

MORTALITY AND EXPENSE RISK CHARGE

A mortality and expense risk charge is deducted from the variable account on a
monthly basis. Mortality and expense risk deductions will be charged
proportionately to the cash value in each sub-account. The charge varies
depending on the variable account value as follows:

Variable Account Value Mortality and Expense
Risk Charge

Less than $25,000 0.60%
$25,000 to $249,999 0.30%
$250,000 or more 0.10%

See "Mortality and Expense Risk Charge" later in this prospectus for additional
information.

SURRENDER CHARGES

Nationwide deducts a surrender charge from the cash value of the policy if the
policy is surrendered during the first nine policy years. The maximum surrender
charge varies by the issue ages, sexes and underwriting classifications of the
insureds and is calculated based on the initial basic coverage on the policy
date.

The following table illustrates the maximum surrender charge per $1,000 of
initial basic coverage for policies issued to a male non-smoking preferred and a
female non-smoking other than preferred based on a $1 million specified amount:

Average Issue Age Per $1,000 of Initial
Basic Coverage

35 $5.41
45 $8.40
55 $11.19
65 $15.64
75 $22.95

The surrender charge is comprised of an underwriting component and a sales
component. The underwriting component varies by average issue age as follows:

Average Issue Age Per $1,000 of Initial
Basic Coverage

Age 0 Through 39 $4.00
Age 40 Through Age 49 $6.00
Age 50 Through Age 59 $7.00
Age 60 Through Age 85 $8.00

The sales component varies by average issue age as follows:

Average Issue Age Per $1,000 of Initial
Basic Coverage

35 $1.41
45 $2.40
55 $4.19
65 $7.64
75 $14.95

7
<PAGE> 11

Surrender charges are reduced beginning in the third policy year. The percentage
of the surrender charge assessed is reflected in the following chart:

Policy Year(s) Percentage of Surrender Charge

1 100%
2 100%
3 90%
4 80%
5 70%
6 60%
7 50%
8 40%
9 30%
10 and over 0%

See "Surrender Charges" later in this prospectus for additional information.

8
<PAGE> 12

UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(as a percentage of underlying mutual fund net assets,
after expense reimbursement)

Management Other 12b-1 Total
Fees Expenses Fees Underlying
Mutual Fund
Expenses

<S> <C> <C> <C> <C>
Asset Strategy Portfolio 0.74% 0.14% 0.24% 1.12%
Balanced Portfolio 0.65% 0.06% 0.24% 0.95%
Bond Portfolio 0.52% 0.06% 0.24% 0.82%
Growth Portfolio 0.69% 0.02% 0.24% 0.95%
High Income Portfolio 0.63% 0.05% 0.24% 0.92%
Income Portfolio 0.69% 0.02% 0.24% 0.95%
International Portfolio 0.82% 0.15% 0.24% 1.21%
Limited-Term Bond Portfolio 0.52% 0.15% 0.24% 0.91%
Money Market Portfolio 0.44% 0.08% 0.24% 0.76%
Science and Technology Portfolio 0.80% 0.06% 0.24% 1.10%
Small Cap Portfolio 0.84% 0.04% 0.24% 1.12%
</TABLE>

The expenses shown above are deducted by the underlying mutual fund before it
provides Nationwide with the daily net asset value. Nationwide then deducts
applicable variable account charges from the net asset value in calculating the
unit value of the corresponding sub-account. The management fees and other
expenses are more fully described in the prospectus for each underlying mutual
fund. Information relating to the underlying mutual funds was provided by the
underlying mutual funds and not independently verified by Nationwide.

None of the underlying mutual funds are subject to fee waivers and expense
reimbursements.

SYNOPSIS OF THE POLICIES

The policy offered by this prospectus provides for life insurance coverage on
two insureds. Nationwide pays the death proceeds on the death of the last
surviving insured. The death benefit and cash value of the policy may increase
or decrease to reflect the performance of the investment options chosen by the
policy owner (see "Death Benefit Information").

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, determined the next business date after the date Nationwide
receives a proper written request for surrender and the policy (or a lost policy
form), minus any charges, indebtedness or other deductions due on that date,
which may also include a surrender charge.

PREMIUMS

The initial premium is shown on the policy data page. Additional premium
payments may be made at any time while the policy is in force. Each premium
payment must be at least $50.

TAXATION

The policies described in this prospectus meet the definition of "life
insurance" under Section 7702 of the Internal Revenue Code. Nationwide will
monitor compliance with the tests provided by Section 7702 to insure the
policies continue to receive this favored tax treatment (see "Tax Matters").

NONPARTICIPATING POLICIES

The policies are nonparticipating policies on which no dividends are payable.
The policies do not share in the profits or surplus earnings of Nationwide.

9
<PAGE> 13

RIDERS

A rider may be added to the policy (availability varies by state).

Riders currently include:
- Policy Split Option;
- Estate Protection;
- Maturity Extension Endorsement; and
- Maturity Extension for Specified Amount.

These riders are not available in the State of New Jersey.

POLICY CANCELLATION

Policy owners may return the policy for any reason within certain time periods
and Nationwide will refund the policy value or the amount required by law (see
"Right to Revoke").

NATIONWIDE LIFE INSURANCE COMPANY

Nationwide is a stock life insurance company organized under the laws of the
State of Ohio in March 1929. It is a member of the Nationwide group with its
home office at One Nationwide Plaza, Columbus, Ohio 43215. Nationwide is a
provider of life insurance, annuities and retirement products. It is admitted to
do business in all states, the District of Columbia and Puerto Rico.

CUSTODIAN OF ASSETS

Nationwide serves as the custodian of the assets of the variable account.

OTHER CONTRACTS ISSUED BY NATIONWIDE

Nationwide 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 Nationwide.

GENERAL DISTRIBUTOR

The policies are distributed by Waddell & Reed, Inc., 6300 Lamar Ave., Overland
Park, KS 66202.

INVESTING IN THE POLICY

THE VARIABLE ACCOUNT AND UNDERLYING MUTUAL FUNDS

Nationwide VLI Separate Account-5 is a separate account that invests in the
underlying mutual fund options listed in Appendix A. Nationwide established the
separate account on May 21, 1998, pursuant to Ohio law. Although the separate
account is registered with the SEC as a unit investment trust pursuant to the
Investment Company Act of 1940 ("1940 Act"), the SEC does not supervise the
management of Nationwide or the variable account.

Income, gains, and losses credited to, or charged against the variable account
reflect the variable account's own investment experience and not the investment
experience of Nationwide's other assets. The variable account's assets are held
separately from Nationwide's assets and in general are not chargeable with
liabilities incurred in any other business of Nationwide. Nationwide is
obligated to pay all amounts promised to policy owners under the policies.

The variable account is divided into sub-accounts. Policy owners elect to have
net premiums allocated among the sub-accounts and the fixed account at the time
of application.

Nationwide uses the assets of each sub-account to buy shares of the underlying
mutual funds based on policy owner instructions. A policy's investment
performance depends upon the performance of the underlying mutual fund options
chosen by the policy owner.

Each underlying mutual fund's prospectus contains more detailed information
about that fund. Prospectuses for the underlying mutual funds should be read in
conjunction with this prospectus.

Underlying mutual funds in the variable account are NOT publicly traded mutual
funds. They are only available as investment options in variable life insurance
policies or variable annuity contracts issued by life insurance companies or, in
some cases, through participation in certain qualified pension or retirement
plans.

10
<PAGE> 14

The investment advisers of the underlying mutual funds may manage publicly
traded mutual funds with similar names and investment objectives. However the
underlying mutual funds are NOT directly related to any publicly traded mutual
fund. Policy owners should not compare the performance of a publicly traded fund
with the performance of underlying mutual funds participating in the variable
account. The performance of the underlying mutual funds could differ
substantially from that of any publicly traded funds.

Changes of Investment Policy

Nationwide may materially change the investment policy of the variable account.
Nationwide must inform 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 Nationwide's operations hazardous to the
public. If a policy owner objects, the policy owner may, upon written request,
transfer all sub-account cash values to the fixed account. 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 the
change to make the transfer. Nationwide will not assess a charge for this
transfer.

Voting Rights

Policy owners who have allocated assets to the underlying mutual funds are
entitled to certain voting rights. Nationwide will vote policy owner shares at
special shareholder meetings based on policy owner instructions. However, if the
law changes allowing Nationwide to vote in its own right, it may elect to do so.

Policy owners with voting interests in an underlying mutual fund will be
notified of issues requiring the shareholder's vote as soon as possible prior to
the shareholder meeting. Notification will contain proxy materials, and a form
to return to Nationwide with voting instructions. Nationwide will vote shares
for which no instructions are received in the same proportion as those that are
received.

The number of shares which a policy owner may vote is determined by dividing the
cash value of the amount they have allocated to an underlying mutual fund by the
net asset value of that underlying mutual fund. Nationwide will designate a date
for this determination not more than 90 days before the shareholder meeting.

Material Conflicts

The underlying mutual funds may be offered through separate accounts of other
insurance companies, as well as through other separate accounts of Nationwide.
Nationwide does not anticipate any disadvantages to this. However, it is
possible that a conflict may arise between the interests of the variable account
and one or more of the other separate accounts in which these underlying mutual
funds participate.

Material conflicts may occur due to a change in law affecting the operations of
variable life insurance policies and variable annuity contracts, or differences
in the voting instructions of the contract owners and those of other companies.
If a material conflict occurs, Nationwide will take whatever steps are necessary
to protect contract owners and variable annuity payees, including withdrawal of
the variable account from participation in the underlying mutual fund(s)
involved in the conflict.

Substitution of Securities

Nationwide may substitute, eliminate and/or combine shares of another underlying
mutual fund for shares already purchased or to be purchased in the future if
either of the following occur:

1) shares of a current underlying mutual fund option are no longer available
for investment; or

2) further investment in an underlying mutual fund option is inappropriate.

No substitution, elimination, and/or combination of shares may take place
without the prior

11
<PAGE> 15

approval of the SEC and state insurance departments.

THE FIXED ACCOUNT

The fixed account is an investment option that is funded by assets of
Nationwide's general account. The general account contains all of Nationwide's
assets other than those in other Nationwide separate accounts. It is used to
support Nationwide's annuity and insurance obligations and may contain
compensation for mortality and expense risks. Purchase payments will be
allocated to the fixed account by election of the contract owner.

Under exemptive and exclusionary provisions, Nationwide's general account has
not been registered under the Securities Act of 1933 and has not been registered
as an investment company under the Investment Company Act of 1940. Accordingly,
neither the general account nor any interest therein is subject to the
provisions of these Acts. Nationwide has been advised that the staff of the SEC
has not reviewed the disclosures in this prospectus relating to the fixed
account. Disclosures regarding the general account may, however, be subject to
certain generally applicable provisions of the federal securities laws
concerning the accuracy and completeness of statements made in prospectuses.

The investment income earned by the fixed account will be allocated to the
contracts at varying rate(s) set by Nationwide. The guaranteed rate for any
purchase payment will be effective for not less than twelve months. Nationwide
guarantees that the rate will not be less than 3.0% per year.

Any interest in excess of 3.0% will be credited to fixed account allocations at
Nationwide's sole discretion. The contract owner assumes the risk that interest
credited to fixed account allocations may not exceed the minimum guarantee of
3.0% for any given year.

New premium payments deposited to the contract which are allocated to the fixed
account may receive a different rate of interest than amounts transferred from
the sub-accounts to the fixed account and amounts maturing in the fixed account.

INFORMATION ABOUT THE POLICIES

MINIMUM REQUIREMENTS FOR POLICY ISSUANCE

This policy provides life insurance coverage with the flexibility to vary the
amount and frequency of premium payments. At policy issuance, the policy owner
selects the premium and specified amount, which consists of basic coverage and
supplemental coverage, if any. The proportion of supplemental coverage is
irrevocable. A policy owner can apply to increase or decrease the specified
amount no more than once per policy year.

The minimum specified amount is $100,000. Supplemental coverage cannot exceed
90% of the specified amount.

Supplemental coverage differs from basic coverage in several respects:

1) supplemental coverage has lower cost of insurance rates, on a
current basis;

2) supplemental coverage has no surrender charges; and

3) supplemental coverage has no monthly per unit charge, on a current
basis.

Supplemental coverage is not available for policies issued in the State of New
York.

Policies may be issued to insureds at ages consistent with Nationwide's
underwriting guidelines. Before issuing any policy, Nationwide requires
satisfactory evidence of insurability which may include medical examinations.

PREMIUM PAYMENTS

Each premium payment must be at least $50. The initial premium is payable in
full at Nationwide's home office or to an authorized agent of Nationwide.

Upon payment of the initial premium, temporary insurance may be provided.
Issuance of the continuing insurance coverage is dependent upon completion of
all underwriting requirements, payment of initial premium, and

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<PAGE> 16

delivery of the policy while both insureds are still living.

Additional premium payments may be made at any time while the policy is in
force, subject to the following conditions:

- Nationwide may require satisfactory evidence of insurability before
accepting any additional premium payment which results in an increase in
the net amount at risk.

- Premium payments in excess of the premium limit established by the IRS to
qualify the policy as a contract for life insurance will be refunded.

- Nationwide may require policy indebtedness be repaid prior to accepting any
additional premium payments.

Additional premium payments or other changes to the policy may jeopardize the
policy's non-modified endowment status. Nationwide will monitor premiums paid
and other policy transactions and will notify the policy owner when non-modified
endowment contract status is in jeopardy.

Nationwide will send scheduled premium payment reminder notices to policy owners
according to the premium mode shown on the policy data page.

DEATH BENEFIT GUARANTEES

Lifetime Guaranteed Policy Continuation

The policy will not lapse if cumulative premiums, less any indebtedness and
partial withdrawals are greater than or equal to cumulative Lifetime Guaranteed
Policy Continuation premiums (see "Grace Period").

Limited Guaranteed Policy Continuation

The policy will not lapse during the Limited Guaranteed Policy Continuation
period if cumulative premiums, less any indebtedness and partial withdrawals,
are greater than or equal to cumulative Limited Guaranteed Policy Continuation
premiums. The Limited Guaranteed Policy Continuation period runs from the policy
issue date to the policy anniversary on or next following the younger insured's
75th birthday (see "Grace Period").

PRICING

Premiums will not be priced when the New York Stock Exchange is closed or on the
following nationally recognized holidays:

- New Year's Day - Independence Day
- Martin Luther King, Jr. Day - Labor Day
- Presidents' Day - Thanksgiving
- Good Friday - Christmas
- Memorial Day

Nationwide also will not price purchase payments if:

1) trading on the New York Stock Exchange is restricted;

2) an emergency exists making disposal or valuation of securities held in the
variable account impracticable; or

3) the SEC, by order, permits a suspension or postponement for the protection
of security holders.

Rules and regulations of the SEC will govern as to when the conditions described
in (2) and (3) exist. If Nationwide is closed on days when the New York Stock
Exchange is open, policy value may be affected since the policy owner would not
have access to their account.

POLICY CHARGES

SALES LOAD

Nationwide deducts a sales load from each premium payment received. It is
guaranteed never to exceed 2.5% of each premium payment. The sales load is 1.5%
for policy years 1 through 10 and 0.5% thereafter.

The total sales load actually deducted from any policy will be equal to the sum
of this front-end sales load plus any sales surrender charge.

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<PAGE> 17

TAX EXPENSE CHARGES

A charge equal to 3.5% is deducted from all premium payments when the premium
payment is received in order to compensate Nationwide for certain administrative
expenses which are incurred by Nationwide for taxes, which include premium or
other taxes, imposed by various state and local jurisdictions, as well as
federal taxes imposed under Section 848 of the Internal Revenue Code. These tax
expenses to Nationwide consist of two components:

1) a tax rate of 2.25% for state and local premium or other taxes; and

2) a tax rate of 1.25% for federal taxes.

The amount charged may be more or less than the amount actually assessed by the
state in which a particular policy owner lives.

Nationwide does not expect to make a profit from these charges.

SURRENDER CHARGES

Nationwide deducts a surrender charge from the cash value of any policy
surrendered during the first 9 policy years. The charge is deducted
proportionally from the cash value in each sub-account and the fixed account.

The maximum surrender charge varies by the issue ages, sexes, and underwriting
classifications of the insureds and is calculated based on the initial basic
coverage on the policy date.

The following table illustrates the maximum surrender charge per $1,000 of
initial basic coverage for policies which are issued on a male non-tobacco
preferred and a female non-tobacco other than preferred basis (see "Appendix B:
Illustrations of Cash Values, Cash Surrender Values, and Death Benefits" for
specific examples) based on $1 million specified amount.

Maximum Surrender Charges

Per $1,000 of Initial
Average Issue Age Basic Coverage

35 $5.41
45 $8.40
55 $11.19
65 $15.64
75 $22.95

The surrender charge is comprised of two components:

- an underwriting component; and
- a sales component.

The underwriting component varies by average issue age in the following manner:

Underwriting Component

Per $1,000 of Initial
Average Issue Age Basic Coverage

Age 0 Through 39 $4.00
Age 40 Through 49 $6.00
Age 50 Through 59 $7.00
Age 60 Through 85 $8.00

The underwriting component is designed to cover the administrative expenses
associated with underwriting and issuing policies, including the costs of:

- processing applications;

- conducting medical exams;

- determining insurability and the insureds' underwriting class; and

- establishing policy records.

The remainder of the surrender charge that is not attributable to the
underwriting component represents the sales component. The purpose of the sales
component is to reimburse Nationwide for some of the expenses incurred in the
distribution of the policies.

In no event will this component exceed 23.75% of the lesser of the SEC Guideline
Level Premium required in the first year or the premiums actually paid in the
first year.

The following table illustrates the maximum sales surrender charge per $1,000 of
initial basic coverage based on a policy issued on a male

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<PAGE> 18

non-tobacco preferred and a female non-tobacco other than preferred basis.

Maximum Sales Component
Per $1,000 of Initial Basic

Average Issue Age Coverage

35 $1.41
45 $2.40
55 $4.19
65 $7.64
75 $14.95

Nationwide does not expect to profit from the surrender charge. The surrender
charge may be insufficient to recover certain expenses related to the sale of
the policies. Unrecovered expenses are born by Nationwide's general assets which
may include profits, if any, from mortality and expense risk charges. Additional
premiums and/or income earned on assets in the variable account have no effect
on the maximum surrender charges.

The surrender charge does not apply to increases or decreases in specified
amount.

Reductions to Surrender Charges

Surrender charges are reduced in subsequent policy years as follows:

Surrender Charge
as a Percentage of Surrender Charge

Policy Year Percentage of
Surrender Charge

1 100%
2 100%
3 90%
4 80%
5 70%
6 60%
7 50%
8 40%
9 30%
10+ 0%

MONTHLY COST OF INSURANCE

The monthly cost of insurance charge reflects the anticipated mortality of both
insureds and the fact that the death benefit is not payable until the death of
the last surviving insured.

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, as calculated at the beginning of each policy month. This deduction
is charged proportionately to the cash value in each sub-account and the fixed
account.

Monthly cost of insurance rates will not exceed those guaranteed in the policy.
Guaranteed cost of insurance rates 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 multiples of the 1980 CSO. These mortality tables are sex distinct.
In addition, separate mortality tables will be used for tobacco and non-tobacco.

The rate class of an insured may affect the cost of insurance rate. Nationwide
currently places insureds into both standard rate classes and substandard rate
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.

MONTHLY ADMINISTRATIVE CHARGE

Nationwide deducts a monthly administrative expense charge proportionately from
the cash value in each sub-account and the fixed account. This charge reimburses
Nationwide for certain actual expenses related to maintenance of the policies
including accounting and record keeping, and periodic reporting to policy
owners. Nationwide does not expect to recover any amount in excess of aggregate
maintenance expenses from this charge.

This charge is the sum of the per policy charge and the per $1,000 basic
coverage. The per policy charge is equal to:

- $10 per month in the first policy year;
- $5 per month in policy years 2 through 20 if the specified amount is
equal to or greater than $150,000;

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<PAGE> 19

- $3 per month in policy years 2 through 20 if the specified amount is
less than $150,000;
- $0 per month in policy years 21 and on.

The per $1,000 basic coverage charge is determined for the first three policy
years. This monthly charge is derived as the sum of the charges for both
insureds per the following table:

Average Issue Age Current Fee Per Guaranteed Fee
$1,000 of Per $1,000 of
Initial Basic Initial Basic
Coverage Coverage

55 $0.23 $0.28
56 $0.23 $0.29
57 $0.24 $0.30
58 $0.24 $0.31
59 $0.25 $0.32
60 $0.25 $0.33
61 $0.25 $0.34
62 $0.25 $0.35
63 $0.25 $0.36
64 $0.25 $0.37
65 $0.25 $0.38
66 $0.25 $0.39
67 $0.25 $0.40
68 $0.25 $0.40
69 $0.25 $0.40
70 $0.25 $0.40
71 $0.25 $0.40
72 $0.25 $0.40
73 $0.25 $0.40
74 $0.25 $0.40
75 $0.25 $0.40
76 $0.25 $0.40
77 $0.25 $0.40
78 $0.25 $0.40
79 $0.25 $0.40
80 $0.25 $0.40
81 $0.25 $0.40
82 $0.25 $0.40
83 $0.25 $0.40
84 $0.25 $0.40
85 $0.25 $0.40

The maximum monthly charge is $750. The per $1,000 of basic coverage charge is
$0 after the third policy year, unless there is an increase in the specified
amount.

If, at any time, there is an increase in specified amount, the per $1,000 basic
coverage charge will be assessed based on the amount of the specified amount
increase and the age of the younger insured at the time of the increase. The per
$1,000 basic coverage charge assessed as a result of the specified amount
increase will be assessed for three policy years.

MORTALITY AND EXPENSE RISK CHARGE

Nationwide assumes certain risks for guaranteeing the mortality and expense
charges. The mortality risk assumed under the policies is that both insureds may
not live as long as expected. The expense risk assumed is that the actual
expenses incurred in issuing and

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<PAGE> 20

administering the policies may be greater than expected. In addition, Nationwide
assumes risks associated with the non-recovery of policy issue, underwriting and
other administrative expenses due to policies that lapse or are surrendered in
the early policy years.

Nationwide deducts the mortality and expense risk charge from the variable
account on a monthly basis. Mortality and expense risk deductions will be
charged proportionally to the value in each sub-account. This charge varies
depending on the variable account value, as described in the table that follows.

Variable Account Value Mortality and Expense Risk
Charge

Less than $25,000 0.60%
$25,000 to $249,999 0.30%
$250,000 or more 0.10%

Policy owners receive quarterly and annual statements, advising policy owners of
the cancellation of accumulation units for mortality and expense risk charges.

FEDERAL INCOME TAX

No charge is assessed to policy owners for federal income taxes incurred by
Nationwide as a result of the operations of the sub-accounts. However,
Nationwide reserves the right to assess a charge for income taxes against the
variable account if income taxes are incurred.

REDUCTION OF CHARGES

The policy is available for purchase by individuals, corporations and other
groups. Nationwide may reduce or eliminate certain charges (sales load,
surrender charge, monthly administrative charge, monthly cost of insurance
charge, or other charges), where the size or nature of the group results in
savings in sales, underwriting, administrative or other costs, to Nationwide.
These charges may be reduced in certain group, sponsored arrangements or special
exchange programs made available by Nationwide, (including employees of
Nationwide and their families).

Eligibility for reduction in charges and the amount of any reduction is
determined by a number of factors, including:

- the number of insureds;
- the total premium expected to be paid;
- total assets under management for the policy owner;
- the nature of the relationship among individual insureds;
- the purpose for which the policies are being purchased;
- the expected persistency of individual policies; and
- any other circumstances which are rationally related to the expected
reduction in expenses.

The extent and nature of reductions may change from time to time. The charge
structure may vary. Variations are determined in a manner not unfairly
discriminatory to policy owners which reflects differences in costs of services.

SURRENDERING THE POLICY FOR CASH

SURRENDER (REDEMPTION)

Policies may be surrendered for the cash surrender value any time while the
insured is living. The cancellation will be effective as of the date Nationwide
receives the policy accompanied by a signed, written request for cancellation.
In some cases, Nationwide may require additional documentation of a customary
nature.

CASH SURRENDER VALUE

The cash surrender value equals the policy's cash value, next computed after the
date Nationwide receives a proper written request for surrender and the policy,
minus any charges,

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<PAGE> 21

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 one year, the policy owner may request a
partial surrender.

Partial surrenders are permitted if they satisfy the following requirements:

1) the minimum partial surrender is $200;

2) partial surrenders may not reduce the specified amount below the
minimum issue amount ($100,000);

3) the maximum amount of a partial surrender is the cash surrender value
less the greater of $500 or three monthly deductions; and

4) after the partial surrender, the policy continues to qualify as life
insurance.

Nationwide reserves the right to limit the number of partial surrenders in each
policy year.

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. The basic and supplemental
specified amounts are reduced proportionally.

Partial surrenders will be first deducted from the values in the sub-accounts.
Partial surrenders will be deducted from the fixed account only to the extent
that insufficient values are available in the sub-accounts.

Nationwide reserves the right to deduct a fee for each partial surrender. The
fee will not be more than the lesser of $25 or 2% of the amount of the partial
surrender. Currently, Nationwide does not deduct this fee.

Certain partial surrenders may result in currently taxable income and tax
penalties.

INCOME TAX WITHHOLDING

Federal law requires Nationwide to withhold income tax from any portion of
surrender proceeds subject to tax. Nationwide will withhold income tax unless
the policy owner advises Nationwide, in writing, of his or her request not to
withhold. If a policy owner requests that taxes not be withheld, or if the taxes
withheld are insufficient, the policy owner may be liable for payment of an
estimated tax. Policy owners should consult a tax advisor.

VARIATION IN CASH VALUE

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.

POLICY PROVISIONS

POLICY OWNER

While either 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
either insured is living. Any change must be in a written form satisfactory to
Nationwide and recorded at Nationwide's home office. Once recorded, the change
will be effective when signed. The change will not affect any payment made or
action taken by Nationwide before it was recorded. Nationwide may require that
the policy be submitted for endorsement before making a change.

If the policy owner dies before both insureds, the policy owner's rights in this
policy belong to the policy owner's estate.

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<PAGE> 22

BENEFICIARY

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

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

If any beneficiary predeceases an 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 both insureds, the death proceeds will be paid to the
policy owner or the policy owner's estate.

CHANGES IN EXISTING INSURANCE COVERAGE

The policy owner may request certain changes in the insurance coverage under the
policy. Requests must be in writing and received by Nationwide. 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.

Any approved change will have an effective date of the monthly anniversary day
on or next following the date Nationwide approves the application for the
change. Basic and supplemental coverage will change proportionally.

Nationwide reserves the right to limit the number of specified amount changes to
one each policy year.

Specified Amount Increases

After the first policy year, the policy owner may request an increase to the
specified amount. Any increase will be subject to the following conditions:

1) satisfactory evidence of insurability must be provided for both insureds;

2) the increase must be for a minimum of $10,000; and

3) age limits are the same as for a new issue.

Specified Amount Decreases

After the first policy year, the policy owner may also request a decrease to the
specified amount. 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.

Nationwide will refuse a request for a decrease which would:

1) reduce the specified amount to less than the minimum issue amount; or

2) disqualify the policy as a contract for life insurance.

OPERATION OF THE POLICY

ALLOCATION OF NET PREMIUM AND CASH VALUE

Nationwide allocates premium payments to sub-accounts or the fixed account, as
instructed by policy owners. All percentage allocations must be in whole
numbers, and must be at least 5%. The sum of allocations must equal 100%. Future
premium allocations may be changed by giving written notice to Nationwide.

Premiums allocated to a sub-account on the application are allocated to the NSAT
Money Market Fund during the period a policy owner can cancel the policy, unless
a specific state requires premiums to be allocated to the fixed account. At the
expiration of this period, these premiums are used to purchase shares of the
underlying mutual funds specified by the policy owner at net asset value for the
respective sub-account(s).

The policy owner may change the allocation of net premiums or may transfer cash
value from one sub-account to another. Changes are subject

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<PAGE> 23

to the terms and conditions imposed by each underlying mutual fund and those
found in this prospectus. Net premiums allocated to the fixed account at the
time of application may not be transferred from the fixed account prior to the
first policy anniversary (see "Transfers").

HOW THE INVESTMENT EXPERIENCE IS DETERMINED

The accumulation unit value for a 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 for the
subsequent valuation period. Though the number of accumulation units will not
change as a result of investment experience, the value of an accumulation unit
may increase or decrease from valuation period to valuation period.

NET INVESTMENT FACTOR

The net investment factor for any valuation period is determined by dividing (a)
by (b) where:

a) is:

1) the net asset value per share of the underlying mutual fund held in
the sub-account as of the end of the current valuation period; and

2) the per share amount of any dividend or income distributions made by
the underlying mutual fund (if the ex-dividend date occurs during the
current valuation period).

b) is the net asset value per share of the underlying mutual fund determined
as of the end of the immediately preceding valuation period.

The net investment factor may be greater or less than one; therefore, the value
of an accumulation unit may increase or decrease. Nationwide does not currently
assess any charge for income taxes incurred by Nationwide as a result of the
operations of the sub-accounts. Nationwide reserves the right to assess a charge
for such taxes if Nationwide determines that such taxes will be incurred.

DETERMINING THE CASH VALUE

The cash value is the sum of the value of all variable account accumulation
units attributable to the policy plus amounts credited to the fixed account and
the policy loan account.

The number of accumulation units credited to each sub-account is 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 Nationwide. In the event part or all of the cash value is
surrendered or charges 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.

The cash value in the fixed account and the policy loan account is credited with
interest daily at an effective annual rate which Nationwide periodically
declares. The annual effective rate will never be less than 3.0%. (For a
description of the annual effective credited rates, see "The Fixed Account" and
"Policy Loans.") Upon request, Nationwide will inform the policy owner of the
then applicable rates for each account.

TRANSFERS

Policy owners can transfer allocations without penalty or adjustment subject to
the following conditions:

- Transfers between the fixed account and the variable account may not
be made in the first policy year.

- Transfers between the fixed account and the variable account may be
made once per policy year.

- Transfers among sub-accounts may be made once per valuation date.

- Nationwide reserves the right to restrict the amount transferred from
the fixed account to 20% of the cash value in the fixed account.
Policy owners who have entered into Dollar

20
<PAGE> 24

Cost Averaging agreements with Nationwide may transfer under the terms
of that agreement.

- Nationwide reserves the right to restrict the amount transferred to
the fixed account to 20% of the cash value.

The policy owner's cash value in each sub-account will be determined as of the
date Nationwide receives the transfer request in good order.

Transfer Requests

Nationwide will accept transfer requests in writing or in those states that
allow, over the telephone. Nationwide will use reasonable procedures to confirm
that telephone instructions are genuine and will not be liable for following
instructions it reasonably determined to be genuine. Nationwide may withdraw the
telephone exchange privilege upon 30 days written notice to policy owners.

Market-Timing Firms

Some policy owners may use market-timing firms or other third parties to make
transfers on their behalf. Generally, in order to take advantage of perceived
market trends, market- timing firms will submit transfer requests on behalf of
multiple policy owners at the same time. Sometimes this can result in unusually
large transfers of funds. These large transfers might interfere with the ability
of Nationwide or the underlying mutual fund to process transactions. This can
potentially disadvantage policy owners not using market-timing firms. To avoid
this, Nationwide may modify the transfer rights of policy owners who use
market-timing firms (or other third parties) to initiate transfers on their
behalf.

The transfer rights of individual policy owners will not be modified in any way
when instructions are submitted directly by the policy owner, or by the policy
owner's representative (as authorized by the execution of a valid Nationwide
Limited Power of Attorney Form).

To protect policy owners, Nationwide may refuse transfer requests:

- submitted by any agent acting under a power of attorney on behalf of
more than one policy owner; or

- submitted on behalf of individual policy owners who have executed
pre-authorized exchange forms which are submitted by market-timing
firms (or other third parties) on behalf of more than one policy owner
at the same time.

Nationwide will not restrict transfer rights unless Nationwide believes it to be
necessary for the protection of all policy owners.

RIGHT TO REVOKE

A policy owner may cancel the policy by returning it by the latest of:

- 10 days after receiving the policy;

- 45 days after signing the application; or

- 10 days after Nationwide delivers a Notice of Right to Withdrawal.

The policy can be mailed to the registered representative who sold it, or
directly to Nationwide.

Returned policies are deemed void from the beginning. Nationwide will refund the
amount prescribed by the state in which the policy was issued within seven days
after it receives the policy. The refunded policy value will reflect the
deduction of any policy charges, unless otherwise required by law. This right
varies by state.

POLICY LOANS

TAKING A POLICY LOAN

The policy owner may take a policy loan at any time using the policy as
security. Maximum policy indebtedness is limited to 90% of the cash value, less
any surrender charges. The cash value less surrender charge is determined as of
the loan date. Nationwide will not grant a loan for an amount less than $200.
Policy indebtedness will be deducted from the death benefit, cash surrender
value upon surrender, or the maturity proceeds.

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<PAGE> 25

Any request for a policy loan must be in written form. 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 Exchanges, 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.

A policy owner considering the use of policy loans in connection with his or her
retirement income plan should consult his or her personal tax adviser regarding
potential tax consequences that may arise if necessary payments are not made to
keep the policy from lapsing. The amount of the payments necessary to prevent
the policy from lapsing will increase with age.

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 sub-account at the time of the
loan. Policy loans will be transferred from the fixed account only when
sufficient amounts are not available in the 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

The annual effective loan interest rate charged on policy loans is 3.9%.

On a current basis, cash value in the policy loan account is credited with an
annual effective rate of 3% during policy years 1 through 10 and an annual
effective rate of 3.9% during the 11th and subsequent policy years. Nationwide
may change the current interest crediting rate on the policy loans at any time
at its sole discretion. However, the rate is guaranteed never to be lower than
3% during policy years 1 through 10 and 3.65% during the 11th and subsequent
policy years.

If it is determined that such loans will be treated, as a result of the
differential between the interest crediting rate and the loan interest rate, as
taxable distributions under any applicable ruling, regulation, or court
decision, Nationwide retains the right to increase the net cost (by decreasing
the interest crediting rate) on all subsequent policy loans to an amount that
would result in the transaction being treated as a loan under federal tax law.
If this amount is not prescribed by such ruling, regulation, or court decision,
the amount will be that which Nationwide considers to be more likely to result
in the transaction being treated as a loan under federal tax law.

Amounts transferred to the policy loan account will earn interest daily from the
date of transfer. The earned interest is transferred from the policy loan
account to a variable account or the fixed account on each policy anniversary,
at the time a new loan is requested, 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.

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, Nationwide 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

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<PAGE> 26

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 premium payment,
rather than a loan repayment, must be identified as such. Loan repayments will
be credited to the sub-accounts and the fixed account in proportion to the
policy owner's underlying mutual fund allocation factors in effect at the time
of the repayment. Each repayment may not be less than $50. Nationwide 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.

ASSIGNMENT

While either 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 at Nationwide's home office. Prior to being recorded, assignments will
not affect any payments made or actions taken by Nationwide. Nationwide is not
responsible for any assignment not submitted for recording, nor is Nationwide
responsible for the sufficiency or validity of any assignment. Assignments are
subject to any indebtedness owed to Nationwide before being recorded.

POLICY OWNER SERVICES

DOLLAR COST AVERAGING

Dollar Cost Averaging is a long-term transfer program that allows you to make
regular, level investments over time. It involves the automatic transfer of a
specified amount from the fixed account and/or certain sub-accounts into other
sub-accounts. Nationwide does not guarantee that this program will result in
profit or protect policy owners from loss.

Policy owners direct Nationwide to automatically transfer specified amounts from
the fixed account and the Money Market Portfolio.

The minimum monthly transfer is $100. Transfers from the fixed account must be
equal to or less than 1/30th of the fixed account value at the time the program
is requested.

Transfers occur monthly or on another frequency if permitted by Nationwide.
Nationwide will process transfers until either the value in the originating
investment option is exhausted, or the policy owner instructs Nationwide in
writing to stop the transfers.

Nationwide reserves the right to stop establishing new Dollar Cost Averaging
programs. Nationwide reserves the right to assess a processing fee for this
service.

DEATH BENEFIT INFORMATION

CALCULATION OF THE DEATH BENEFIT

At issue, the policy owner selects premium and the specified amount, which
consists of the basic coverage and the supplemental coverage, if any (see
"Underwriting and Issuance").

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 chooses one of three death benefit options. For changes of
death benefit options please refer to "Changes in the Death Benefit Option"
later in this prospectus.

OPTION 1: the death benefit will be the greater of the specified amount or the
applicable percentage of cash value (see below). 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

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<PAGE> 27

performance will begin to affect death benefits, please see the illustrations in
Appendix B.

OPTION 2: the death benefit will be the greater of the specified amount plus the
cash value, or the applicable percentage of cash value. Under OPTION 2, the
amount of the death benefit will vary directly with the investment performance.

OPTION 3: the death benefit will be the greater of (a) and (b) where:

(a) is the specified amount plus the returnable accumulated premium (RAP)
Amount, but not to exceed the maximal accumulated premium (identified
at issue); and

(b) is the applicable percentage of cash value.

The Returnable Accumulated Premium Amount is equal to all premium payments
accumulated to the date of the death of the last insured, less any partial
surrenders and loans outstanding. The accumulations will be calculated based on
the Option 3 interest rate which is identified at issue.

The term "applicable percentage" means the percentage shown in the "Applicable
Percentage of Cash Value Table." The applicable percentage depends on whether
the policy owner elected the Guideline Premium/Cash Value Corridor Test or the
Cash Value Accumulation Test. The following tables illustrate applicable
percentages:

GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST
TABLE OF APPLICABLE PERCENTAGES OF CASH VALUE

Attained Age of Percentage of
Younger Insured Cash Value

0-40 250%
41 243%
42 236%
43 229%
44 222%
45 215%
46 209%
47 203%
48 197%
49 191%
50 185%
51 178%
52 171%
53 164%
54 157%
55 150%
56 146%
57 142%
58 138%
59 134%
60 130%
61 128%
62 126%
63 124%
64 122%
65 120%
66 119%
67 118%
68 117%
69 116%
70 115%
71 113%
72 111%
73 109%
74 107%
75 105%
76 105%
77 105%
78 105%
79 105%
80 105%
81 105%
82 105%
83 105%
84 105%
85 105%
86 105%
87 105%

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<PAGE> 28

Attained Age of Percentage of
Younger Insured Cash Value

88 105%
89 105%
90 105%
91 104%
92 103%
93 102%
94 101%
95 101%
96 101%
97 101%
98 101%
99 101%
100 100%

CASH VALUE ACCUMULATION TEST

The Cash Value Accumulation Test also requires the death benefit to exceed an
applicable percentage of the cash value. These applicable percentages are the
net inverses of net single premiums based on an interest rate of 4% and 1980 CSO
guaranteed mortality as prescribed in Internal Revenue Code Section 7702 for the
Cash Value Accumulation Test. These premiums vary with the ages, sexes, and risk
classifications of the insureds.

The table below provides an example of applicable percentages for the Cash Value
Accumulation Test. This example is for a male non-tobacco preferred issue age 55
and a female non-tobacco preferred issue age 55.

Policy Percentage of
Year Cash Value

1 302%
2 290%
3 279%
4 269%
5 259%
6 249%
7 240%
8 231%
9 223%
10 215%
11 207%
12 200%
13 193%
14 186%
15 180%
16 174%
17 169%
18 164%
19 159%
20 154%
21 150%
22 146%
23 142%
24 139%
25 136%
26 133%
27 130%
28 127%
29 125%
30 123%
31 121%
32 119%
33 118%
34 116%
35 115%
36 113%
37 112%
38 111%
39 110%
40 108%
41 107%
42 106%
43 104%
44 103%
45 102%

CHANGES IN THE DEATH BENEFIT OPTION

After the first policy year, the policy owner may change the death benefit
option. If the change is from Option 1 to Option 2, the specified amount will be
decreased by the amount of the cash value. Basic coverage and supplemental
coverage will be decreased proportionally. If the change is from Option 2 to
Option 1, the specified amount will be increased by the amount of the cash
value. Basic coverage and supplemental coverage will be increased
proportionally.

Evidence of insurability is not required for a change from Option 1 to Option 2.
Nationwide reserves the right to require evidence of insurability for a change
from Option 2 to Option 1.

Nationwide also permits changes from Option 3 to Option 1 or Option 3 to Option
2.

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<PAGE> 29

Nationwide reserves the right to require evidence of insurability for a
change from Option 3 to Option 1 or Option 3 to Option 2.

The effective date of the change will be the monthly anniversary date on or next
following the date Nationwide 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 IRS to qualify the policy
as a life insurance contract.

PROCEEDS PAYABLE ON DEATH

The actual death proceeds payable on the death of the last surviving insured
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").

INCONTESTABILITY

Nationwide will not contest payment of the death proceeds based on the initial
specified amount after the policy has been in force during the lifetimes of both
insureds for 2 years from the policy date. For any increase in specified amount
requiring evidence of insurability, Nationwide will not contest payment of the
death proceeds based on such an increase after it has been in force during the
lifetimes of both insureds for 2 years from its effective date.

ERROR IN AGE OR SEX

If the age or sex of either insured has been misstated, the affected benefits
will be adjusted by the ratio of the last monthly cost of insurance deducted to
the monthly cost of insurance that would have been deducted based on the true
age and sex of each insured.

SUICIDE

If either insured dies by suicide, while sane or insane, within two years from
the policy date, Nationwide will pay no more than the sum of the premiums paid,
less any indebtedness, and less any partial surrenders. If either 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, Nationwide will pay no more
than the amount paid for the additional benefit.

MATURITY PROCEEDS

The maturity date is the policy anniversary on or next following the insured's
100th birthday. If the policy is still in force, maturity proceeds are payable
to the policy owner on the maturity date. Maturity proceeds are equal to the
amount of the policy's cash value, less any indebtedness.

RIGHT OF CONVERSION

The policy owner may at any time upon written request to Nationwide within 24
months of the policy date, make an irrevocable, one time election to transfer
all sub-account cash values to the fixed account. The right of conversion is
subject to state availability.

GRACE PERIOD

GRACE PERIOD WITHOUT DEATH BENEFIT GUARANTEES

If the surrender value on a monthly anniversary day is not sufficient to cover
the current monthly deduction, and no death benefit guarantee is in effect, a
grace period will be allowed for the payment of a premium of at least 4 times
the current monthly deduction. Nationwide will send the policy owner a notice at
the start of the grace period at the last known address stating the amount of
premium required to keep the policy from lapsing.

The grace period will end 61 days after the later of the day Nationwide mails
the notice or the monthly anniversary date when the surrender value was
insufficient. If the required amount is not paid by the end of the grace period,
this policy will terminate without value. Nationwide will pay the death proceeds
if the death proceeds become payable during the grace period.

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<PAGE> 30

LIFETIME GUARANTEED POLICY CONTINUATION

The policy will not lapse if on each monthly anniversary date, (1) is greater
than or equal to (2), where:

1) is the sum of all premiums paid to date less any indebtedness and less
any previous partial surrenders; and

2) is the sum of the Lifetime Guaranteed Policy Continuation premiums due
since the policy date including such premium for the current monthly
anniversary date.

The Lifetime Guaranteed Policy Continuation will be permanently lost when
premium payments fall below those required to maintain this benefit unless
sufficient premiums are paid within a 61 day grace period. Payment of enough
premium to make (1) greater than or equal to (2) restores the benefit. Any
increase or decrease in specified amount would increase or decrease the minimum
guaranteed amount, respectively.

The Lifetime Guaranteed Policy Continuation premium is shown on the policy data
page.

LIMITED GUARANTEED POLICY CONTINUATION

During the Limited Guaranteed Policy Continuation period, the policy will not
lapse if on each monthly anniversary day (1) is greater than or equal to (2)
where:

1) is the sum of all premiums paid to date, less any indebtedness and
less any previous partial surrenders; and

2) is the sum of the Limited Guaranteed Policy Continuation premiums due
since the policy date including such premium for the current monthly
anniversary date.

The sum of the Limited Policy Continuation Premiums (LPCP) will be calculated
monthly.

Two different premium levels are used in the Limited Policy Continuation
Guaranteed Period. These premiums are the Initial Policy Continuation Premium
(applicable in years 1-3) and the Long-term Policy Continuation Premium
(applicable in years 4+). At the beginning of each in the first three policy
years, the sum of LPCP will increase 1/12 of the Initial Policy Continuation
Premium. At the beginning of each month in the fourth or later policy years, the
sum of LPCP will increase by 1/12 of the Long-term Policy Continuation Premium.

The cash surrender value will be calculated on a daily basis to determine if
such value falls to $0 or below. The policy owner may pay premiums at any time
to satisfy the terms of the provision. This means that the guarantee is not lost
if on any policy month anniversary (1) is less than (2). The guarantee would not
be in effect at that time, but could be reinstated if the policyowner paid
sufficient premium so that (1) was greater than or equal to (2).

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
lapses. The policy owner may reinstate the policy provided both insureds are
alive on the date of reinstatement 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 of both insureds satisfactory to
Nationwide;

3) paying sufficient premium to cover all policy charges that were due
and unpaid during the grace period if the policy terminated in the
fourth or later policy year;

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
Nationwide. If the policy is reinstated, the cash value on the date of
reinstatement, but prior to applying any

27
<PAGE> 31

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 underlying mutual fund allocation factors in effect at the start of
the grace period.

TAX MATTERS

POLICY PROCEEDS

Section 7702 of the Internal Revenue Code provides that if certain tests are
met, a policy will be treated as a life insurance policy for federal tax
purposes. Nationwide 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 Internal Revenue
Code.

Section 7702A of the Internal Revenue Code defines modified endowment contracts
as those policies issued or materially changed on or 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 Internal
Revenue Code states that taxation of surrenders, partial surrenders, loans,
collateral assignments and other pre-death distributions from modified endowment
contracts (other than certain distributions to terminally ill individuals) are
subject to federal income taxes in a manner similar to the way annuities are
taxed. Modified endowment contract distributions are defined by the Internal
Revenue 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 or
the distribution is part of an annuity to the policy owner as defined in the
Internal Revenue Code. Under certain circumstances, certain distributions made
under a policy on the life of a "terminally ill individual," as that term is
defined in the Internal Revenue Code, are excludable from gross income.

The policies offered by this prospectus may or may not be issued as modified
endowment contracts. Nationwide 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 policy owner
pursuant to Section 7702(f)(7) of the Internal Revenue 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 Internal
Revenue Code.

In addition to meeting the tests required under Section 7702, Section 817(h) of
the Internal Revenue Code requires that the investments of separate accounts
such as the variable account be adequately diversified. Regulations under 817(h)
provide that a variable life policy that fails to satisfy the diversification
standards will not be treated as life insurance unless such failure was
inadvertent, is corrected, and the policy owner or Nationwide pays an amount to
the IRS. 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
will be deemed the owner of the underlying securities and taxed on the earnings
of his or her account.

Representatives of the IRS have suggested, from time to time, that the number of
underlying

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<PAGE> 32

mutual funds available or the number of transfer opportunities available under a
variable product may be relevant in determining whether the product qualifies
for the desired tax treatment. No formal guidance has been issued in this area.
Should the U.S. Secretary of the Treasury issue additional rules or regulations
limiting the number of underlying mutual funds, transfers between underlying
mutual funds, exchanges of underlying mutual funds or changes in investment
objectives of underlying mutual funds such that the policy would no longer
qualify as life insurance under Section 7702 of the Internal Revenue Code,
Nationwide will take whatever steps are available to remain in compliance.

Nationwide 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 or the maturity of the
policy on its maturity date may have adverse tax consequences. If the amount
received by the policy owner plus total policy indebtedness exceeds the premiums
paid into the policy, the excess generally will be treated as taxable income,
regardless of whether or not the policy is a modified endowment contract.

WITHHOLDING

Distributions of income from a modified endowment contract are subject to
federal income tax withholding; however, the recipient may elect not to have the
withholding taken from the distribution. A distribution of income from a
modified endowment contract may be subject to mandatory back-up withholding
(which cannot be waived). The mandatory back-up withholding rate is 31% of the
income that is distributed and will arise if no Taxpayer identification number
is provided to Nationwide, or if the IRS notifies Nationwide that back-up
withholding is required.

FEDERAL ESTATE AND GENERATION-SKIPPING TRANSFER TAXES

The federal estate tax is integrated with the federal gift tax under a unified
tax rate schedule. In general, in 2000, an estate of less than $675,000
(inclusive of certain pre-death gifts) will not incur a federal estate tax
liability. In addition, an unlimited marital deduction may be available for
federal estate tax purposes, for certain amounts that pass to the surviving
spouse.

When the last surviving insured dies, the death benefit will generally be
included in such insured's federal gross estate if: (1) the proceeds were
payable to or for the benefit of the insured's estate; or (2) the insured held
any "incident of ownership" in the policy at death or at any time within three
years of death. An incident of ownership is, in general, any right that may be
exercised by the policy owner, such as the right to borrow on the policy, or the
right to name a new beneficiary.

If the policy owner (whether or not he or she is the insured) transfers
ownership of the policy to another person, such transfer may be subject to a
federal gift tax. In addition, if such policy owner transfers the policy to
someone two or more generations younger than the policy owner, the transfer may
be subject to the federal generation-skipping transfer tax ("GSTT"), the taxable
amount being the value of the policy.

Similarly, if the beneficiary is two or more generations younger than the
insured, the payment of the death proceeds at the death of the insured may be
subject to the GSTT. Pursuant to regulations recently promulgated by the U.S.
Secretary of the Treasury, Nationwide may be required to withhold a portion of
the death proceeds and pay them directly to the IRS as the GSTT liability.

The GSTT provisions generally apply to the same transfers that are subject to
estate or gift taxes.

The tax rate is a flat rate equal to the maximum estate tax rate (currently
55%), and there is a provision for an aggregate $1 million

29
<PAGE> 33

exemption. Due to the complexity of these rules, the policy owner should consult
with counsel and other competent advisors regarding these taxes.

NON-RESIDENT ALIENS

Pre-death distributions from modified endowment contracts to nonresident aliens
("NRAs") are generally subject to federal income tax and tax withholding, at a
statutory rate of 30% of the amount of income that is distributed. Nationwide is
required to withhold such amount from the distribution and remit it to the IRS.
Distributions to certain NRAs may be subject to lower, or in certain instances
zero, tax and withholding rates, if the United States has entered into an
applicable treaty. However, in order to obtain the benefits of such treaty
provisions, the NRA must give to Nationwide sufficient proof of his or her
residency and citizenship in the form and manner prescribed by the IRS. In
addition, the NRA must obtain an individual Taxpayer identification number from
the IRS, and furnish that number to Nationwide prior to the distribution. If
Nationwide does not have the proper proof of citizenship or residency and a
proper individual Taxpayer identification number prior to any distribution,
Nationwide will be required to withhold 30% of the income, regardless of any
treaty provision.

A pre-death distribution may not be subject to withholding where the recipient
sufficiently establishes to Nationwide that such payment is effectively
connected to the recipient's conduct of a trade or business in the United States
and that such payment is includible in the recipient's gross income for United
States federal income tax purposes, Any such distributions may be subject to
back-up withholding at the statutory rate (currently 31%) if no Taxpayer
identification number, or an incorrect Taxpayer identification number, is
provided.

State and local estate, inheritance, income and other tax consequences of
ownership or receipt of policy proceeds depend on the circumstances of each
policy owner or beneficiary.

TAXATION OF POLICY SPLIT OPTION RIDER

The Policy Split Option Rider permits a policy to be split into two other single
life insurance contracts upon the occurrence of a divorce of the joint insureds
or certain other changes in federal estate tax.

A policy split could have adverse tax consequences. It is not clear whether a
policy split will be treated as a nontaxable exchange under Section 1035 of the
Internal Revenue Code. If a policy split is not treated as a nontaxable
exchange, a split could result in the recognition of taxable income in an amount
up to any gain in the policy at the time of the split. Additionally, it is not
clear whether, in all circumstances, the resulting individual contracts would be
treated as life insurance contracts for federal income tax purposes and, if so
treated, whether the individual contracts would be classified as modified
endowment contracts. Before the policy owner exercises rights provided by the
Policy Split Option Rider, it is important that a tax adviser be consulted
regarding the possible consequences of a policy split.

DESCRIPTION OF CASH VALUE ACCUMULATION TEST AND GUIDELINE PREMIUM/CASH VALUE
CORRIDOR TEST

Section 7702(b)(1) of the Internal Revenue Code provides that if one of two
alternate tests is met, a policy will be treated as life insurance for federal
tax purposes. The two tests are referred to as the Cash Value Accumulation Test
and the Guideline Premium/Cash Value Corridor Test.

The Cash Value Accumulation Test generally requires that under the terms of a
life insurance policy, the death benefit must be sufficient so that the cash
surrender value, as defined in Section 7702(f)(2), does not at any time exceed
the net single premium required to fund the future benefits under the policy.
The net single premium under the policy will vary according to the age, sex and
underwriting classification of the insureds.

Under the Cash Value Accumulation Test, there is no limit to the amount that may
be paid in

30
<PAGE> 34

premiums as long as there is sufficient death benefit in relation to the account
value at all times. A table containing the applicable percentage of cash value
can be found in the "How the Death Benefit Varies" section.

The Guideline Premium/Cash Value Corridor Test requires that the sum of the
premiums paid into the policy does not at any time exceed the guideline premium
limitation. Additionally, a minimum corridor of death benefit in relation to
account value must be maintained.

Policy owners who elect this test are given the option of electing either an
Option 1 or Option 2 death benefit. Please refer to "How the Death Benefit
Varies" for a detailed explanation.

The policy owners must make the election of death benefit qualification tests on
the application. Once elected, the death benefit qualification test cannot be
changed for the duration of the policy. If no option is designated, the
Guideline Premium/Cash Value Corridor Test with an Option 1 death benefit will
be assumed by Nationwide to have been selected.

Regardless of which test is selected, Nationwide will monitor compliance to
assure that the policy meets the statutory definition of life insurance for
federal tax purposes. 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 Internal Revenue Code.

The policy owner elects either the Cash Value Accumulation Test or the Guideline
Premium/Cash Value Corridor Test in the application. This election is
irrevocable.

TAXATION OF NATIONWIDE

Nationwide is taxed as a life insurance company under the Internal Revenue Code.
Since the variable account is not a separate entity from Nationwide and its
operations form a part of Nationwide, it will not be taxed separately as a
"regulated investment company" under Sub-chapter M of the Internal Revenue 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.

Nationwide 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, Nationwide 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.

Nationwide 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.

TAX CHANGES

The foregoing discussion, which is based on Nationwide's understanding of
federal tax laws as they are currently interpreted by the IRS, is general and is
not intended as tax advice.

The Internal Revenue Code has been subjected to numerous amendments and changes,
and it is reasonable to believe that it will continue to be revised. The United
States Congress has, in the past, considered numerous legislative proposals
that, if enacted, could change the tax treatment of the policies. It is
reasonable to believe that such proposals, and future proposals, may be enacted
into law. In addition, the U.S. Treasury Department may amend existing
regulations, issue new regulations, or adopt new interpretations of existing law
that may be at variance with its current positions on these matters. In
addition, current state law (which is not discussed herein), and future
amendments to state law, may affect the tax consequences of the policy.

If the policy owner, insured, or beneficiary or other person receiving any
benefit or interest in or from the policy is not both a resident and

31
<PAGE> 35

citizen of the United States, there may be a tax imposed by a foreign country,
in addition to any tax imposed by the United States. The foreign law (including
regulations, rulings, and case law) may change and impose additional taxes on
the policy, the death proceeds, or other distributions and/or ownership of the
policy, or a treaty may be amended and all or part of the favorable treatment
may be eliminated.

Any or all of the foregoing may change from time to time without any notice, and
the tax consequences arising out of a policy may be changed retroactively. There
is no way of predicting if, when, or to what extent any such change may take
place. No representation is made as to the likelihood of the continuation of
these current laws, interpretations, and policies.

The foregoing is a general explanation as to certain tax matters pertaining to
insurance policies. It is not intended to be legal or tax advice, and should not
take the place of your independent legal, tax and/or financial advisor.

LEGAL CONSIDERATIONS

On July 6, 1983, the U.S. Supreme Court held in Arizona Governing Committee v.
Norris (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 premiums made on or
after August 1, 1983. The policies offered by this prospectus are based upon
actuarial tables which distinguish between men and women. 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.

STATE REGULATION

Nationwide 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 Ohio Insurance Department each year covering the
operation of Nationwide for the preceding year and its financial condition as of
the end of such year. Regulation by the Ohio Insurance Department includes
periodic examination to determine Nationwide's contract liabilities and reserves
so that the Ohio Insurance Department may certify the items are correct.
Nationwide's books and accounts are subject to review by the Ohio 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, Nationwide is subject to
regulation under the insurance laws of other jurisdictions in which it may
operate.

REPORTS TO POLICY OWNERS

Nationwide will mail to the policy owner at the last known address of record:

- an annual statement containing: the amount of the current death benefit,
cash value, cash surrender value, premiums paid, monthly charges deducted,
amounts invested in the fixed account and the sub-accounts, and policy
indebtedness;

- annual and semi-annual reports containing all applicable information and
financial statements or their equivalent, which must be sent to the
underlying mutual fund beneficial shareholders as required by the rules
under the Investment Company Act of 1940 for the variable account; and

- statements of significant transactions, such as changes in specified
amount, changes in death benefit options, changes in future premium
allocations, transfers among sub-accounts, premium payments, loans, loan
repayments, reinstatement and termination.

ADVERTISING

Nationwide is ranked and rated by independent financial rating services,
including Moody's, Standard & Poor's and A.M. Best Company.

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<PAGE> 36

The purpose of these ratings is to reflect the financial strength or
claims-paying ability of Nationwide. The ratings are not intended to reflect the
investment experience or financial strength of the variable account. Nationwide
may advertise these ratings from time to time. In addition, Nationwide may
include in certain advertisements, endorsements in the form of a list of
organizations, individuals or other parties which recommend Nationwide or the
policies. Furthermore, Nationwide 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

Nationwide is a party to litigation and arbitration proceedings in the ordinary
course of its business, none of which is expected to have a material adverse
effect on Nationwide.

In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits, relating to life insurance and
annuity pricing and sales practices. A number of these lawsuits have resulted in
substantial jury awards or settlements.

In November 1997, two plaintiffs, one who was the owner of a variable life
insurance contract and the other who was the owner of a variable annuity
contract, commenced a lawsuit in a federal court in Texas against Nationwide
Life Insurance Company and the American Century group of defendants (Robert
Young and David D. Distad v. Nationwide Life Insurance Company et al.). In this
lawsuit, plaintiffs sought to represent a class of variable life insurance
contract owners and variable annuity contract owners whom they claim were
allegedly misled when purchasing these variable contracts into believing that
the performance of their underlying mutual fund option managed by American
Century, whose shares may only be purchased by insurance companies, would track
the performance of a mutual fund, also managed by American Century, whose shares
are publicly traded. The amended complaint seeks unspecified compensatory and
punitive damages. On April 27, 1998, the District Court denied, in part, and
granted, in part, motions to dismiss the complaint filed by Nationwide and
American Century. The remaining claims against Nationwide allege securities
fraud, common law fraud, civil conspiracy, and breach of contract. The District
Court, on December 2, 1998, issued an order denying plaintiffs' motion for class
certification and the appeals court declined to review the order denying class
certification upon interlocutory appeal. On June 11, 1999, the District Court
denied the plaintiffs' motion to amend their complaint and reconsider class
certification. In January 2000, Nationwide and American Century settled this
lawsuit now limited to the claims of the two named plaintiffs. On February 9,
2000, the court dismissed this lawsuit with prejudice.

On October 29, 1998, Nationwide was named in a lawsuit filed in Ohio state court
related to the sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans (Mercedes Castillo v. Nationwide
Financial Services, Inc., Nationwide Life Insurance Company and Nationwide Life
and Annuity Insurance Company). On May 3, 1999, the complaint was amended to,
among other things, add Marcus Shore as a second plaintiff. The amended
complaint is brought as a class action on behalf of all persons who purchased
individual deferred annuity contracts or participated in group annuity contracts
sold by Nationwide and the other named Nationwide affiliates which were used to
fund certain tax-deferred retirement plans. The amended complaint seeks
unspecified compensatory and punitive damages. No class has been certified. On
June 11, 1999, Nationwide and the other named defendants filed a motion to
dismiss the amended complaint. On March 8, 2000, the court denied the motion to
dismiss the amended complaint filed by Nationwide and other named defendants.
Nationwide intends to defend this lawsuit vigorously.

There can be no assurance that any litigation relating to pricing or sales
practices will not have a material adverse effect on Nationwide in the future.

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<PAGE> 37

The general distributor, Waddell & Reed, is not engaged in any litigation of any
material nature.

EXPERTS

The audited financial statements have been included herein in reliance upon the
reports of KPMG, 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, Nationwide, 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.

DISTRIBUTION OF THE POLICIES

The policies will be sold by licensed insurance agents in those states where the
policies may lawfully be sold. Agents are registered representatives of broker
dealers registered under the Securities Exchange Act of 1934 who are member
firms of the National Association of Securities Dealers, Inc. ("NASD"). The
policies will be distributed by the general distributor, Waddell & Reed, Inc.
Waddell & Reed, Inc. was organized as a Delaware corporation in 1981.

Waddell & Reed, Inc. acts as general distributor for the following investment
companies:

WADDELL & REED ADVISORS FUNDS
WADDELL & REED ADVISORS FUNDS, INC.

- Waddell & Reed Advisors Accumulative Fund
- Waddell & Reed Advisors Bond Fund
- Waddell & Reed Advisors Income Fund
- Waddell & Reed Advisors Science and Technology Fund
- Waddell & Reed Advisors Asset Strategy Fund, Inc.
- Waddell & Reed Advisors Cash Management, Inc.
- Waddell & Reed Advisors Continental Income Fund, Inc.
- Waddell & Reed Advisors Government Securities Fund, Inc.
- Waddell & Reed Advisors High Income Fund, Inc.
- Waddell & Reed Advisors High Income Fund II, Inc.
- Waddell & Reed Advisors International Growth Fund, Inc.
- Waddell & Reed Advisors Municipal Bond Fund, Inc.
- Waddell & Reed Advisors Municipal High Income Fund, Inc.
- Waddell & Reed Advisors New Concepts Fund, Inc.
- Waddell & Reed Advisors Retirement Shares, Inc.
- Waddell & Reed Advisors Small Cap Fund, Inc.
- Waddell & Reed Advisors Tax-Managed Equity Fund, Inc.
- Waddell & Reed Advisors Vanguard Fund, Inc.

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<PAGE> 38

W&R FUNDS, INC.

- Asset Strategy Fund
- International Growth Fund
- Large Cap Growth Fund
- Mid Cap Growth Fund
- Science and Technology Fund
- Small Cap Growth Fund
- Tax-Managed Equity Fund
- Total Return Fund

TARGET/UNITED FUNDS, INC. (TO BE RENAMED W&R/TARGET FUNDS, INC.)

- Asset Strategy Portfolio
- Balanced Portfolio
- Bond Portfolio
- Growth Portfolio
- High Income Portfolio
- Income Portfolio
- International Growth Portfolio
- Large Cap Growth Portfolio
- Mid Cap Growth Portfolio
- Science and Technology Portfolio
- Small Cap Growth Portfolio
- Tax-Managed Equity Portfolio
- Total Return Portfolio

Gross first year commissions plus any expense allowance payments paid by
Nationwide on the sale of these policies provided by the General Distributor
will not exceed 99% of the target premium plus 4% of any excess premium
payments. Gross renewal commissions in years 2 through 10 paid by Nationwide
will not exceed 4% of actual premium payment, and will not exceed 2% in policy
years 11 and thereafter.

No underwriting commissions have been paid by Nationwide to Waddell & Reed,
Inc.

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<PAGE> 39

WADDELL &REED, INC. DIRECTORS AND OFFICERS

POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER

<S> <C>
Keith A. Tucker Director, Chairman of the Board
6300 Lamar Ave.
Overland Park, KS 66202

Robert L. Hechler Director, President, Chief Executive Officer,
6300 Lamar Ave. Principal Financial Officer and Treasurer
Overland Park, KS 66202

Henry J. Hermann Director
6300 Lamar Ave.
Overland Park, KS 66202

Robert J. Williams Executive Vice President and
6300 Lamar Ave. National Sales Manager
Overland Park, KS 66202

Thomas W. Butch Executive Vice President and
6300 Lamar Ave. Chief Marketing Officer
Overland Park, KS 66202

Daniel C. Schulte Senior Vice President, Secretary and
6300 Lamar Ave. Chief Legal Officer
Overland Park, KS 66202
</TABLE>

KEITH A. TUCKER - Chairman of the Board of Directors of the registered
investment companies for which Waddell & Reed, Inc. serves as principal
underwriter; Chairman of the Board of Directors, Chief Executive Officer and
Director of Waddell & Reed Financial, Inc.; President, Chairman of the Board of
Directors and Chief Executive Officer of Waddell & Reed Financial Services,
Inc.; Chairman of the Board of Directors of Waddell & Reed Investment Management
Company, Waddell & Reed, Inc. and Waddell & Reed Services Company; formerly,
President of each of the registered investment companies for which Waddell &
Reed, Inc. serves as principal underwriter; formerly, Chairman of the Board of
Directors of Waddell & Reed Asset Management Company, a former affiliate of
Waddell & Reed Financial, Inc. Date of birth: February 11, 1945.

ROBERT L HECHLER - President and Principal Financial Officer of the registered
investment companies for which Waddell & Reed, Inc. serves as principal
underwriter; Executive Vice President, Chief Operating Officer and Director of
Waddell & Reed Financial, Inc.; Vice President, Chief Operating Officer,
Director and Treasurer of Waddell & Reed Financial Services, Inc.; Executive
Vice President, Principal Financial Officer, Director and Treasurer of WRIMCO;
President, Chief Executive Officer, Principal Financial Officer, Director and
Treasurer of Waddell & Reed, Inc.; Director and Treasurer of Waddell & Reed
Services Company; Chairman, Chief Executive Officer, President and Director of
Fiduciary Trust Company of New Hampshire, an affiliate of Waddell & Reed, Inc.;
Director of Legend Group Holdings, LLC, Legend Advisory Corporation, Legend
Equities Corporation, Advisory Services Corporation, The Legend Group, Inc. and
LEC Insurance Agency, Inc., affiliates of Waddell & Reed Financial, Inc.;
formerly, Vice President of each of the funds in the Fund Complex; formerly,
Director and Treasurer of Waddell & Reed Asset Management Company; formerly,
President of Waddell & Reed Services Company. Date of birth: November 12, 1936.

HENRY J. HERRMANN - Vice President of the registered investment companies for
which Waddell & Reed, Inc. serves as principal underwriter; President, Chief
Investment Officer, and Director of Waddell & Reed Financial, Inc.; Vice
President, Chief Investment

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<PAGE> 40

Officer and Director of Waddell & Reed Financial Services, Inc.; Director of
Waddell & Reed, Inc.; President, Chief Executive Officer, Chief Investment
Officer and Director of Waddell & Reed Investment Management Company (WRIMCO);
Chairman of the Board of Directors of Austin, Calvert & Flavin, Inc., an
affiliate of WRIMCO; formerly, President, Chief Executive Officer, Chief
Investment Officer and Director of Waddell & Reed Asset Management Company. Date
of birth: December 8, 1942.

ROBERT J. WILLIAMS - Senior Vice President of Waddell & Reed Financial, Inc.;
Vice President and National Sales Manager of Waddell & Reed Financial Services,
Inc.; Executive Vice President and National Sales Manager of Waddell & Reed,
Inc.; President and Director of W & R Insurance Agency, Inc. (and eight other
state-specific insurance agencies). Date of birth: March 21, 1944.

THOMAS W. BUTCH - Senior Vice President and Chief Marketing Officer of Waddell &
Reed Financial, Inc.; Executive Vice President and Chief Marketing Officer of
Waddell & Reed, Inc. Date of birth: December 16, 1956.

DANIEL C. SCHULTE - Vice President, Assistant Secretary and General Counsel of
the registered investment companies for which Waddell & Reed, Inc. serves as
principal underwriter; Vice President, Secretary and General Counsel of Waddell
& Reed Financial, Inc.; Senior Vice President, Secretary and Director of Waddell
& Reed Financial Services, Inc. and Waddell & Reed Services Company; Senior Vice
President, Secretary and General Counsel of Waddell & Reed, Inc. and Waddell &
Reed Investment Management Company; Vice President, Secretary and Director of W
& R Insurance Agency, Inc. (and eight other state-specific insurance agencies);
Assistant Secretary and General Counsel of Austin, Calvert & Flavin, Inc. Date
of birth: December 8, 1965.

ADDITIONAL INFORMATION ABOUT NATIONWIDE

The life insurance business, including annuities, is the only business in which
Nationwide is engaged.

Nationwide markets its policies through independent insurance brokers, general
agents, and registered representatives of registered NASD broker/dealer firms.

Nationwide serves as depositor for the following separate investment accounts,
each of which is a registered investment company:

- Nationwide Variable Account;
- Nationwide Variable Account-II;
- Nationwide Variable Account-3;
- Nationwide Variable Account-4;
- Nationwide Variable Account-5;
- Nationwide Variable Account-6;
- Nationwide Fidelity Advisor Variable Account;
- Nationwide Variable Account-8;
- Nationwide Variable Account-9;
- Nationwide Variable Account-10;
- MFS Variable Account;
- Nationwide Multi-Flex Variable Account;
- Nationwide VLI Separate Account;
- Nationwide VLI Separate Account-2;
- Nationwide VLI Separate Account-3;
- Nationwide VLI Separate Account-4;
- Nationwide VLI Separate Account-5;
- NACo Variable Account;
- Nationwide DC Variable Account; and the
- Nationwide DCVA-II.

Nationwide, 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.

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<PAGE> 41

Nationwide 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,
Nationwide shares employees with Nationwide Mutual Insurance Company and
Nationwide Mutual Fire Insurance Company.

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

Company Management

Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company, together with Nationwide Mutual Insurance Company, Nationwide Mutual
Fire Insurance Company, Nationwide Property and Casualty Insurance Company and
Nationwide General Insurance Company and their affiliated companies comprise the
Nationwide group of companies. The companies listed above have substantially
common boards of directors and officers.

Nationwide Financial Services, Inc. ("NFS") is the sole shareholder of
Nationwide. NFS serves as a holding company for other financial institutions.
Nationwide is the sole owner of Nationwide Life and Annuity Insurance Company.

Each of the directors and officers listed below is a director or officer
respectively of at least one or more of the other major insurance affiliates of
the Nationwide group of companies. Messrs. McFerson, Gasper, Woodward and Ms.
Thomas are also trustees of one or more of the registered investment companies
distributed by NISC, a registered broker-dealer affiliated with the Nationwide
group of companies.

DIRECTORS OF NATIONWIDE

DIRECTORS OF THE DEPOSITOR NAME AND
PRINCIPAL BUSINESS ADDRESS POSITIONS AND OFFICES
WITH DEPOSITOR PRINCIPAL OCCUPATION

<S> <C> <C>
Lewis J. Alphin Director Farm Owner and Operator, Bell Farms (1)
519 Bethel Church Road
Mount Olive, NC 28365-6107

A. I. Bell Director Farm Owner and Operator (1)
4121 North River Road West
Zanesville, OH 43701

Kenneth D. Davis Director Farm Owner and Operator (1)
7229 Woodmansee Road
Leesburg, Ohio 45135

Keith W. Eckel Director Partner, Fred W. Eckel Sons; President, Eckel
1647 Falls Road Farms, Inc. (1)
Clarks Summit, PA 18411

Willard J. Engel Director Retired General Manager, Lyon County Co-operative
301 East Marshall Street Oil Company (1)
Marshall, MN 56258

Fred C. Finney Director Owner and Operator, Moreland Fruit Farm; Operator,
1558 West Moreland Road Melrose Orchard (1)
Wooster, OH 44691
</TABLE>

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<PAGE> 42

DIRECTORS OF NATIONWIDE

DIRECTORS OF THE DEPOSITOR NAME AND POSITIONS AND OFFICES
PRINCIPAL BUSINESS ADDRESS WITH DEPOSITOR PRINCIPAL OCCUPATION

<S> <C> <C>
Joseph J. Gasper President and Chief President and Chief Operating Officer, Nationwide
One Nationwide Plaza Operating Officer and Life Insurance Company and Nationwide Life and
Columbus, OH 43215 Director Annuity Insurance Company (2)

Dimon R. McFerson Chairman and Chief Chairman and Chief Executive Officer (2)
One Nationwide Plaza Executive Officer and
Columbus, OH 43215 Director

David O. Miller Chairman of the Board and President, Owen Potato Farm, Inc.; Partner, M&M
115 Sprague Drive Director Enterprises (1)
Hebron, OH 43025

Yvonne L. Montgomery Director Senior Vice President and General Manager Public
Xerox Corporation Sector Worldwide/Document Solutions Group
Suite 200 Operations, Xerox Corporation (2)
1401 H Street NW
Washington, DC 2007

Ralph M. Paige Director Executive Director Federation of Southern
Federation of Southern Cooperatives/Land Assistance Fund
Cooperative/Land Assistance Fund
2769 Church Street
East Point, Ga 30344

James F. Patterson Director Vice President, Pattersons, Inc.; President,
8765 Mulberry Road Patterson Farms, Inc. (1)
Chesterland, OH 44026

Arden L. Shisler Director President and Chief Executive Officer, K&B
1356 North Wenger Road Transport, Inc. (1)
Dalton, OH 44618

Robert L. Stewart Director Owner and Operator Sunnydale Farms and Mining (1)
88740 Fairview Road
Jewett, OH 43986

Nancy C. Thomas Director Co-owner, Thomas Farms (2)
1767D Westwood Avenue
Alliance, OH 44601
</TABLE>

(1) Principal occupation for last 5 years.
(2) Prior to assuming this current position, held other executive
management positions with the same or affiliated companies.

Each of the directors is a director of the other major insurance affiliates of
the Nationwide group of companies, except Mr. Gasper who is a director only of
Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance
Company. Messrs. McFerson and Gasper are directors of NISC, a registered
broker-dealer.

Messrs. McFerson, Miller, Patterson, and Shisler are directors of Nationwide
Financial Services, Inc. Mr. McFerson and Ms. Thomas are trustees of Nationwide
Mutual Funds, a registered investment company. Messrs. McFerson, Gasper and
Woodward are trustees of Nationwide Separate Account Trust and Nationwide Asset
Allocation Trust, registered investment companies. Mr. McFerson is trustee of
Financial Horizons Investment Trust and Nationwide Mutual Funds, registered
investment companies.

39
<PAGE> 43
<TABLE>
<CAPTION>

<S> <C>
EXECUTIVE OFFICERS OF NATIONWIDE

OFFICERS OF THE DEPOSITOR OFFICES OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS
</TABLE>

<TABLE>

<S> <C>
Richard D. Headley Executive Vice President - Chief Information Technology Officer
One Nationwide Plaza
Columbus, OH 43215

Robert A. Oakley Executive Vice President - Chief Financial Officer
One Nationwide Plaza
Columbus, OH 43215

Robert J. Woodward, Jr. Executive Vice President - Chief Investment Officer
One Nationwide Plaza
Columbus, OH 43215

Charles A. Bryan Senior Vice President - Chief Actuary - Property and Casualty
One Nationwide Plaza
Columbus, OH 43215

John R. Cook, Jr. Senior Vice President - Chief Communications Officer
One Nationwide Plaza
Columbus, OH 43215

David A Diamond Senior Vice President - Corporate Controller
One Nationwide Plaza
Columbus, OH 43215

Phillip C. Gath Senior Vice President - Chief Actuary - Nationwide Financial
One Nationwide Plaza
Columbus, OH 43215

Patricia R. Hatler Senior Vice President, General Counsel and Secretary
One Nationwide Plaza
Columbus, OH 43215

David K. Hollingsworth Senior Vice President - Multi-channel and Sponsor Relations
One Nationwide Plaza
Columbus, OH 43215

David R. Jahn Senior Vice President - Commercial Insurance
One Nationwide Plaza
Columbus, OH 43215

Donna A. James Senior Vice President - Chief Human Resources Officer
One Nationwide Plaza
Columbus, OH 43215

Richard A. Karas Senior Vice President - Sales - Financial Services
One Nationwide Plaza
Columbus, OH 43215

Gregory S. Lashutka Senior Vice President - Corporate Relations
One Nationwide Plaza
Columbus, OH 43215

Edwin P. McCausland, Jr. Senior Vice President - Fixed Income Securities
One Nationwide Plaza
Columbus, OH 43215

Mark D. Phelan Senior Vice President - Technology Services
One Nationwide Plaza
Columbus, OH 43215

Douglas C. Robinette Senior Vice President - Claims and Financial Services
One Nationwide Plaza
Columbus, OH 43215
</TABLE>

40
<PAGE> 44
<TABLE>
<CAPTION>

OFFICERS OF THE DEPOSITOR OFFICES OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS
<S> <C>
Mark R. Thresher
One Nationwide Plaza Senior Vice President - Finance - Nationwide Financial
Columbus, OH 43215

Richard M. Waggoner Senior Vice President - Operations
One Nationwide Plaza
Columbus, OH 43215

Susan A. Wolken Senior Vice President - Life Company Operations
One Nationwide Plaza
Columbus, OH 43215
</TABLE>

DIMON R. MCFERSON has been a Director since April 1988 and Chairman and Chief
Executive Officer since April 1996. He was elected Chief Executive Officer in
December 1992, and President and Chief Executive Officer in December 1993. He
was President and General Manager of Nationwide Mutual Insurance Company from
April 1988 to April 1991; President and Chief Operating Officer of Nationwide
Mutual Insurance Company from April 1991 to December 1992; and President and
Chief Executive Officer of Nationwide Mutual Insurance Company from December
1992 to April 1996. Mr. McFerson has been with Nationwide for 20 years.

JOSEPH J. GASPER has been President and Chief Operating Officer and Director of
Nationwide since April 1996. Previously, he was Executive Vice President -
Property/Casualty Operations of Nationwide Mutual Insurance Company from April
1995 to April 1996. He was Senior Vice President - Property/Casualty Operations
of Nationwide Mutual Insurance Company from September 1993 to April 1995. Prior
to that time, Mr. Gasper held numerous positions within Nationwide. Mr. Gasper
has been with Nationwide for 33 years.

LEWIS J. ALPHIN has been a Director of Nationwide since 1993. Mr. Alphin owns
and operates an 800-acre farm in Mt. Olive, NC. He taught agriculture business
at James Sprunt Community Collegy in Kenansville, NC for more than 22 years
before retiring in 1994. He is the former board chairman of the Cape Fear Farm
Credit Association, a member and former vice president, secretary/treasurer, and
director of the Duplin County Agribusiness Council, and a former board member of
the Southern States Cooperative (1986 to 1993). Mr. Alphin is a member of the
Duplin County Farm Bureau, the North Carolina Farm Bureau, ad the Farm Credit
Council. He is a member and former director of the Oak Wolfe Fire Department.

A. I. BELL has been a Director of Nationwide since April, 1998. Mr. Bell has
served as a state trustee of the Ohio Farm Bureau Federation from 1991 to 1998
and as president that last four years. He oversees the Bell family farm in
Zanesville, Ohio. The farm is the hub of a multi-family swine network, in
addition to grain and beef operations. Mr. Bell has represented the Ohio Farm
Bureau at state and national level activities, and has traveled internationally
representing Ohio agriculture. In 1995, he was introduced into The Ohio State
University Department of Animal Sciences Hall of Fame.

CHARLES A. BRYAN has been a Senior Vice President - Chief Actuary - Property and
Casualty since 1998. Prior to joining Nationwide, Mr. Bryan was president, Chief
Operating Officer of Direct Response Corporation from 1996 to 1998. Prior to
that time, Mr. Bryan was a partner with Ernst & Young.

JOHN R. COOK, JR. has been Senior Vice President - Chief Communications Officer
since May 1997. Previously, Mr. Cook was Senior Vice President - Chief
Communications Officer of USAA from July 1989 to May 1997. Mr. Cook has been
with Nationwide for 2 years.

KENNETH D. DAVIS has been a Director of Nationwide since April 1999. Mr. Davis
is the immediate past president of the Ohio Farm Bureau Federation. He served as
a member of the Ohio Farm Bureau Federation's board of trustees from 1989 until
1999. He served as first vice president of the board from 1994 until

41
<PAGE> 45

1998. Mr. Davis serves on the board of directors of his local rural electric
cooperatives and is a member of many agriculture organizations including the
Ohio Corn Growers, Ohio Cattlemen's and Ohio Soybean associations.

DAVID A. DIAMOND has been Senior Vice President - Corporate Controller since
August 1999. He was Vice President-Controller from August 1996 to August 1999.
Previously, he was Vice President - Controller from October 1993 to August 1996.
Prior to that time, Mr. Diamond held several positions within Nationwide. Mr.
Diamond has been with Nationwide for 11 years.

KEITH W. ECKEL has been a Director of Nationwide since April 1996. Mr. Eckel is
a partner of Fred W. Eckel Sons and president of Eckel Farms, Inc. in northeast
Pennsylvania. He received the Master Farmer award from Penn State University in
1982. Mr. Eckel is a member of the Pennsylvania Agricultural Land Preservation
Board. He is a former president of the Pennsylvania Farm Bureau, a position he
held for 15 years, and the Lackawanna County Cooperative Extension Association.
He has served as a board member and executive committee member of the American
Farm Bureau Federation. He is a former vice president of the Pennsylvania
Council of Cooperative Extension Associations and former board member of the
Pennsylvania Vegetable Growers Association.

WILLARD J. ENGEL has been a Director of Nationwide since 1994. Mr. Engel served
as general manager of Lyon County Co-Operative Oil Co. in Marshall, MN from 1975
to 1997, and occasionally serves on a consulting basis. He previously was a
division manager of the Truman Farmers Elevator. He is a former director of the
Western Co-op Transport in Montevideo, MN, a former director and legislative
committee chairman of the Northwest Petroleum Association in St. Paul, and a
former director of Farmland Industries in Kansas City.

FRED C. FINNEY has been a Director of Nationwide since 1992. Mr. Finney is the
owner and operator of the Moreland Fruit Farm and operator of Melrose Orchard in
Wooster, OH. He is past president of the Ohio Farm Bureau Federation, the Ohio
Fruit Growers Society, Wayne County Farm Bureau, and the Westwood Ruritan Club.
He is a member of the American Berry Cooperative.

PHILIP C. GATH has been Senior Vice President - Chief Actuary - Nationwide
Financial since May 1998. Previously, Mr. Gath was Vice President - Product
Manager - Individual Variable Annuity from July 1997 to May 1998. Mr. Gath was
Vice President - Individual Life Actuary from August 1989 to July 1997. Prior to
that time, Mr. Gath held several positions within Nationwide. Mr. Gath has been
with Nationwide for 31 years.

PATRICIA R. HATLER has been Senior Vice President, General Counsel and Secretary
since April 2000. Previously, she was Senior Vice President and General Counsel
from July 1999 to April 2000. Prior to that time, she was General Counsel and
Corporate Secretary of Independence Blue Cross from 1983 to July 1999.

DAVID K. HOLLINGSWORTH has been Senior Vice President - Multi Channel and
Sponsor Relations since August 1999. Previously, he was Senior Vice President -
Marketing from June 1999 to August 1999. Prior to that time, has held numerous
positions within the Nationwide group of companies. Mr. Hollingsworth has been
with Nationwide for 25 years.

DAVID R. JAHN has been Senior Vice President - Commercial Insurance since March
1998. Previously, he was Vice President - Property/Casualty Operations and Vice
President - Resource Management from March 1996 to January 1998. Prior to that
time, Mr. Jahn has held numerous positions within the Nationwide group of
companies. Mr. Jahn has been with Nationwide for 28 years.

DONNA A. JAMES has been Senior Vice President - Chief Human Resources Officer
since May 1999. She was Senior Vice President - Human Resources from December
1997 to May 1999. Previously she was Vice President -

42
<PAGE> 46

Human Resources from July 1996 to December 1997. Prior to that time, Ms. James
was Vice President - Assistant to the CEO of Nationwide from March 1996 to July
1996. From May 1994 to March 1996 she was Associate Vice President - Assistant
to the CEO for Nationwide. Previously Ms. James held several positions within
Nationwide. Ms. James has been with Nationwide for 18 years.

RICHARD D. HEADLEY has been Executive Vice President - Chief Information
Technology Officer since May 1999. He was Senior Vice President - Chief
Information Technology Officer from October 1997 to May 1999. Previously, Mr.
Headley was Chairman and Chief Executive Officer of Banc One Services
Corporation from 1992 to October 1997. From January 1975 until 1992 Mr. Headley
held several positions with Banc One Corporation. Mr. Headly has been with
Nationwide for 2 years.

RICHARD A. KARAS has been Senior Vice President - Sales - Financial Services
since March 1993. Previously, he was Vice President - Sales - Financial Services
from February 1989 to March 1993. Prior to that time, Mr. Karas held several
positions within Nationwide. Mr. Karas has been with Nationwide for 35 years.

GREGORY S. LASHUTKA has been Senior Vice President - Corporate Relations since
January 2000. Previously, he was the Mayor of the City of Columbus (Ohio) from
January 1992 to December 1999. From January 1986 to December 1991, Mr. Lashutka
was a Partner with Squire, Sanders & Dempsey. From January 1978 to December
1985, he was City Attorney for the City of Columbus (Ohio).

EDWIN P. MCCAUSLAND, JR. has been Senior Vice President - Fixed Income
Securities since 1999. Mr. McCausland has 29 years of experience in insurance
investments beginning his career in 1970 with Connecticut Mutual Life Insurance
Company. He joined Phoenix Mutual Life Insurance Company in 1981 as second Vice
President of Bond Investments and rising to Vice President of Pension
Operations. He was Vice President and Managing Director of Mass Mutual Life
Insurance Company prior to joining Nationwide.

DAVID O. MILLER has been a Director of Nationwide since November 1996. Mr.
Miller has been Chairman of the Board since 1998. Mr. Miller is president of
Owen Potato Farm, Inc. and a partner of M&M Enterprises in Licking County, OH.
He is a director and board chairman of the National Cooperative Business
Association, director of Cooperative Business International and the
International Cooperative Alliance, and serves on the educational executive
committee of the National Council of Farmer Cooperatives. He was president of
the Ohio Farm Bureau Federation from 1981 to 1985 and was vice president for six
years. Mr. Miller served a two year term on the board of the American Farm
Bureau Association. He is past president of the Ohio Vegetable and Potato
Growers Association, and was a director of Landmark, Inc., a farm supply
cooperative which is now part of Indianapolis-based Countrymark.

YVONNE L. MONTGOMERY has been a Director of Nationwide since April, 1998. Ms.
Montgomery is senior vice president/general manager - Public Sector
Worldwide/Document Solutions Group for Xerox Corporation. A resident of
Washington, DC, Ms. Montgomery is in charge of providing an integrated,
industry-focused portfolio of document solutions and services to the public
sector worldwide. Ms. Montgomery joined Xerox in 1976 as a sales representative
and progressed through management positions, including vice president-field
operations and executive assistant to the chairman and CEO.

ROBERT A. OAKLEY has been Executive Vice President - Chief Financial Officer
since April 1995. Previously, he was Senior Vice President - Chief Financial
Officer from October 1993 to April 1995. Prior to that time, Mr. Oakley held
several positions within Nationwide. Mr. Oakley has been with Nationwide for 24
years.

RALPH M. PAIGE has been a Director of Nationwide since April 1999. Mr. Paige has
been the Executive Director of the Federation of Southern Cooperatives/Land
Assistance Fund

43
<PAGE> 47

since 1969. Mr. Paige also served as the National Field Director/Georgia State
Director from 1981 to 1984.

JAMES F. PATTERSON has been a Director of Nationwide since April 1989. Mr.
Patterson is president of Patterson Farms, Inc. and has operated Patterson Fruit
Farm in Chesterland, OH since 1964. Mr. Patterson is on the boards of The Ohio
State University Hospitals Health System in Cleveland, Geauga Hospital, Inc. and
the National Cooperative Business Association. He is past president of the Ohio
Farm Bureau Federation and former member of Cleveland Foundation's Lake and
Geauga Advisory Committees.

MARK D. PHELAN has been Senior Vice President - Technology Services since 1998.
His previous management experience includes five years (1977-1982) with the data
processing division's sales group at IBM Corporation. From 1982 through 1990,
Mr. Phelan served as director of AT&T's Consumer Communications Services Group
and he was subsequently promoted to sales vice president for the Eastern Region
of the Business Communications Services Division. In 1992, he became executive
vice president-sales and marketing for the Electronic Commerce Division of
Checkfree Corporation, a position he held for five years. From 1997 until 1998,
he was in private consulting.

DOUGLAS C. ROBINETTE has been Senior Vice President - Claims and Financial
Services since 1999. Previously, he was Senior Vice President - Marketing and
Product Management from May 1998 to 1999. Previously, Mr. Robinette was
Executive Vice President, Customer Services of Employers Insurance of Wausau
(Wausau), a member of the Nationwide group until December 1998, from September
1996 to May 1998. Prior to that time he was Executive Vice President, Finance
and Insurance Services of Wausau from May 1995 to September 1996. From November
1994 to May 1995 Mr. Robinette was Senior Vice President, Finance and Insurance
Services of Wausau. From May 1993 to November 1994 he was Senior Vice President,
Finance of Wausau. Prior to that time, Mr. Robinette held several positions
within the Nationwide group. Mr. Robinette has been with the Nationwide group
for 13 years.

ARDEN L. SHISLER has been a Director of Nationwide since 1984. Mr. Shisler is
president and chief executive officer of K&B Transport, Inc., a trucking firm in
Dalton, OH. He is a director of the National Cooperative Business Association in
Washington, DC. He is a former board member and vice president of the Ohio Farm
Bureau Federation and past president of the Ohio Agricultural Marketing
Association, an Ohio Farm Bureau Federation subsidiary. He is a member of the
Ohio Trucking Association, the Ohio Trucking Safety Council, the Wayne County
Farm Bureau, Cornerstone Community Church, the Advisory Committee of The Ohio
State University Agriculture Technical Institute and a board member of the
Wilderness Center.

ROBERT L. STEWART has been a Director of Nationwide since 1989. Mr. Stewart is
the owner and operator of Sunnydale Farms and Mining in Jewett, OH. He served on
the board of the Ohio Farm Bureau Federation and as president of the Ohio
Holstein Association board. Mr. Stewart was a director of the Ohio Agricultural
Stabilization and Conservation Service board and Landmark, Inc. a farm supply
cooperative which is now part of Indianapolis-based Countrymark.

NANCY C. THOMAS has been a Director of Nationwide since 1986. Mrs. Thomas is a
board member of Farm Credit Services' 4th District and serves on the advisory
board of Walsh University in North Canton, OH. She is a past president and
former director of the Ohio Agricultural Marketing Association and served on the
boards of the Ohio Farm Bureau Federation and Landmark, Inc., a farm supply
cooperative which is now part of Indianapolis-based Countrymark, and as the
Midwest regional representative on the American Farm Bureau women's committee.

MARK R. THRESHER has been Senior Vice President - Finance - Nationwide Financial
since May 1999. He was Vice President - Controller from August 1996 to May 1999.
He was Vice President and Treasurer from

44
<PAGE> 48

November 1996 to February 1997. Previously, he was Vice President and Treasurer
from June 1996 to November 1996. Prior to joining Nationwide, Mr. Thresher
served as a partner with KPMG LLP from July 1988 to June 1996.

RICHARD M. WAGGONER has been Senior Vice President - Operations since May 1999.
Previously, he was President of Nationwide Services from May 1997 to May 1999.
Prior to that time, Mr. Waggoner has held numerous positions within the
Nationwide group of companies. Mr. Waggoner has been with Nationwide for 23
years.

SUSAN A. WOLKEN has been Senior Vice President - Product Management and
Nationwide Financial Marketing since May 1999. Previously, Ms. Wolken was Senior
Vice President - Life Company Operations from June 1997 to May 1999. She was
Senior Vice President - Enterprise Administration from July 1996 to June 1997.
Prior to that time, she was Senior Vice President - Human Resources from April
1995 to July 1996. From September 1993 to April 1995, Ms. Wolken was Vice
President - Human Resources. From October 1989 to September 1993 she was Vice
President - Individual Life and Health Operations. Ms. Wolken has been with
Nationwide for 25 years.

ROBERT J. WOODWARD, JR. has been Executive Vice President - Chief Investment
Officer since August 1995. Previously, he was Senior Vice President - Fixed
Income Investments from March 1991 to August 1995. Prior to that time, Mr.
Woodward held several positions within Nationwide. Mr. Woodward has been with
Nationwide for 35 years.

45
<PAGE> 49

APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS

The underlying mutual funds listed below are designed primarily as investment
vehicles for variable annuity contracts and variable life insurance policies
issued by insurance companies.

There is no guarantee that the investment objectives will be met.

TARGET/UNITED FUNDS, INC.

The Fund is an open-end, diversified management company organized as a Maryland
corporation on December 2, 1986. The Fund sells its shares only to the separate
accounts of participating insurance companies to fund certain variable life
insurance policies and variable annuity contracts. Waddell & Reed Investment
Management Company is the Fund's investment advisor.

ASSET STRATEGY PORTFOLIO
Investment Objective: The Asset Strategy Portfolio seeks high total return
over the long-term. It seeks to achieve its goal by allocating its assets
among stocks, bonds and short-term instruments, both in the United States
and abroad.

BALANCED PORTFOLIO
Investment Objective: The Balanced Portfolio seeks as a primary goal,
current income, with a secondary goal of long-term appreciation of capital.
It invests primarily in a mix of stocks, fixed-income securities and cash,
depending on market conditions.

BOND PORTFOLIO
Investment Objective: The Bond Portfolio seeks a reasonable return with
more emphasis on preservation of capital. It seeks to achieve its goal by
investing primarily in domestic debt securities, usually of investment
grade.

GROWTH PORTFOLIO
Investment Objective: The Growth Portfolio seeks capital growth, with a
secondary goal of current income. It seeks to achieve its goal by investing
primarily in common stocks, or securities convertible into common stocks,
of U.S. and foreign companies.

HIGH INCOME PORTFOLIO
Investment Objective: The High Income Portfolio seeks as a primary goal,
high current income with a secondary goal of capital growth. It seeks to
achieve its goals by investing primarily in high-yield, high-risk,
fixed-income securities of U.S. and foreign issuers, the risks of which are
consistent with the Portfolio's goals.

INCOME PORTFOLIO
Investment Objective: The Income Portfolio seeks maintenance of current
income, subject to market conditions, with a secondary goal of capital
growth. It seeks to achieve its goals by investing primarily in common
stocks of large U.S. and foreign companies that have a record of paying
regular dividends on common stock or have the potential for capital
appreciation, or are expected to resist market decline.

INTERNATIONAL PORTFOLIO
Investment Objective: The International Portfolio seeks as a primary goal,
long-term appreciation of capital, with a secondary goal of current income.
It seeks to achieve its goals by investing primarily in common stocks, or
securities convertible into or exchangeable for common stocks of foreign
companies that may have the potential for long-term growth.

LIMITED-TERM BOND PORTFOLIO
Investment Objective: The Limited-Term Bond Portfolio seeks a high level of
current income consistent with preservation of capital. It seeks to achieve
its goal by investing primarily in investment-grade debt securities of U.S.
issuers, including U.S. Government securities.

MONEY MARKET PORTFOLIO
Investment Objective: The Money Market Portfolio seeks current income
consistent with stability of principal. It seeks to achieve it goal by
investing in U.S. dollar-

46
<PAGE> 50

denominated high quality money market obligations and instruments.

SCIENCE AND TECHNOLOGY PORTFOLIO
Investment Objective: The Science and Technology Portfolio seeks long-term
capital growth. It seeks to achieve its goals by concentrating its
investments primarily in the common stock of science and technology
securities of U.S. and foreign companies.

SMALL CAP PORTFOLIO
Investment Objective: The Small Cap Portfolio seeks capital growth. It
seeks to achieve its goal by investing primarily in common stocks, or
securities convertible into the common stocks, of companies that are
relatively new or unseasoned, companies in their early stages of
development, or smaller companies positioned in new or in emerging
industries where the opportunity for rapid growth is above average.

47
<PAGE> 51

APPENDIX B: 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 polices change with investment performance. The illustrations
demonstrate 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 not 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 variable account sub-accounts is lower than the gross
return. This is due to the deduction of underlying mutual fund investment
advisory fees and other expenses which are equivalent to an annual effective
rate of 0.98%. This effective rate is based on the average of the fund expenses,
after expense reimbursement, for the preceding year for all mutual fund options
available under the policy as of December 31, 1999.

Taking into account the underlying mutual fund expenses, gross annual rates of
return of 0%, 6% and 12% correspond to net investment experience at constant
annual rates of -0.98%, 5.02% and 11.02%, respectively.

The illustrations also reflect the fact that Nationwide 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. Policies issued on a substandard basis would result in lower
cash values and death benefits than those illustrated. Death benefit Option 1
has been assumed in all the illustrations.

The illustrations reflect that Nationwide deducts a sales load as well as
charges for state premium and federal taxes, from each premium payment. The
illustrations 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.

In addition, the illustrations reflect the fact that Nationwide deducts a
monthly administrative charge at the beginning of each policy month. The
illustrations also reflect that Nationwide deducts a monthly charge to assume
mortality and expense risks. This mortality and expense risk charge is assessed
at the beginning of each policy month and is calculated as a percentage of the
assets of the variable account only.

Policy charges on policies issued for delivery in the State of New York will
vary (see "Deductions and Charges") and thereby affect the illustrations.

The cash surrender values shown in the illustrations reflect that Nationwide
will deduct a surrender charge from the policy's cash value for any policy
surrendered in the first nine years.

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

48
<PAGE> 52

$12,150 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO PREFERRED, ISSUE AGE 55 FEMALE: NON-TOBACCO PREFERRED, ISSUE AGE 55

OPTION 1 CURRENT VALUES

0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----- ----- ----- ------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,758 8454 0 1000000 9042 0 1000000 9632 0 1000000
2 26,153 16717 6832 1000000 18417 8532 1000000 20190 10304 1000000
3 40,218 24715 15818 1000000 28066 19169 1000000 31702 22805 1000000
4 54,986 35184 27276 1000000 40822 32914 1000000 47172 39263 1000000
5 70,493 45320 38400 1000000 53968 47048 1000000 64072 57153 1000000
6 86,775 55088 49156 1000000 67484 61552 1000000 82518 76586 1000000
7 103,872 64439 59497 1000000 81336 76393 1000000 102625 97682 1000000
8 121,823 73311 69357 1000000 95475 91520 1000000 124511 120556 1000000
9 140,671 81621 78655 1000000 109831 106865 1000000 148291 145325 1000000
10 160,462 89278 89278 1000000 124325 124325 1000000 174093 174093 1000000
11 181,243 96928 96928 1000000 139615 139615 1000000 202793 202793 1000000
12 203,063 104452 104452 1000000 155612 155612 1000000 234574 234574 1000000
13 225,973 111850 111850 1000000 172354 172354 1000000 269791 269791 1000000
14 250,030 119124 119124 1000000 189878 189878 1000000 308884 308884 1000000
15 275,289 126274 126274 1000000 208225 208225 1000000 352291 352291 1000000
16 301,810 133302 133302 1000000 227436 227436 1000000 400497 400497 1000000
17 329,658 140209 140209 1000000 247557 247557 1000000 454043 454043 1000000
18 358,899 146995 146995 1000000 268661 268661 1000000 513532 513532 1000000
19 389,601 153661 153661 1000000 290818 290818 1000000 579636 579636 1000000
20 421,839 160209 160209 1000000 314084 314084 1000000 653104 653104 1000000
21 455,688 166698 166698 1000000 338582 338582 1000000 734832 734832 1000000
22 491,230 172651 172651 1000000 363977 363977 1000000 825576 825576 1000000
23 528,549 177679 177679 1000000 390037 390037 1000000 926397 926397 1000000
24 567,734 181600 181600 1000000 416705 416705 1000000 1038437 1038437 1090358
25 608,878 184201 184201 1000000 443922 443922 1000000 1162459 1162459 1220582
26 652,080 185234 185234 1000000 471628 471628 1000000 1299698 1299698 1364683
27 697,441 184413 184413 1000000 499772 499772 1000000 1451520 1451520 1524096
28 745,071 181407 181407 1000000 528311 528311 1000000 1619420 1619420 1700391
29 795,082 175822 175822 1000000 557217 557217 1000000 1805032 1805032 1895284
30 847,594 167181 167181 1000000 586475 586475 1000000 2010139 2010139 2110646
</TABLE>

ASSUMPTIONS:

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

(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

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

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%, AND 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS. NO REPRESENTATION CAN BE MADE BY NATIONWIDE LIFE OR THE TRUST THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

49
<PAGE> 53

$14,000 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO PREFERRED, ISSUE AGE 55 FEMALE: NON-TOBACCO PREFERRED, ISSUE AGE 55

OPTION 2 CURRENT VALUES

0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN
PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----- ----- ----- ------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 14,700 10183 0 1010183 10876 551 1010876 11569 1244 1011569
2 30,135 20147 9822 1020147 22161 11836 1022161 24260 13935 1024260
3 46,342 29828 20535 1029828 33814 24521 1033814 38135 28842 1038135
4 63,359 41950 33690 1041950 48656 40396 1048656 56205 47945 1056205
5 81,227 53703 46475 1053703 63967 56740 1063967 75959 68731 1075959
6 99,988 65044 58849 1065044 79721 73526 1079721 97524 91329 1097524
7 119,688 75920 70757 1075920 95875 90713 1095875 121027 115865 1121027
8 140,372 86254 82124 1086254 112365 108235 1112365 146589 142459 1146589
9 162,090 95952 92854 1095952 129101 126004 1129101 174317 171219 1174317
10 184,895 104903 104903 1104903 145974 145974 1145974 204316 204316 1204316
11 208,840 113823 113823 1113823 163720 163720 1163720 237584 237584 1237584
12 233,982 122572 122572 1122572 182234 182234 1182234 274336 274336 1274336
13 260,381 131152 131152 1131152 201549 201549 1201549 314994 314994 1314994
14 288,100 139563 139563 1139563 221701 221701 1221701 359981 359981 1359981
15 317,205 147806 147806 1147806 242729 242729 1242729 409762 409762 1409762
16 347,765 155881 155881 1155881 264692 264692 1264692 464854 464854 1464854
17 379,853 163791 163791 1163791 287658 287658 1287658 525830 525830 1525830
18 413,546 171536 171536 1171536 311674 311674 1311674 593324 593324 1593324
19 448,923 179116 179116 1179116 336791 336791 1336791 668037 668037 1668037
20 486,070 186533 186533 1186533 363060 363060 1363060 750750 750750 1750750
21 525,073 193846 193846 1193846 390598 390598 1390598 842388 842388 1842388
22 566,027 200489 200489 1200489 418879 418879 1418879 943310 943310 1943310
23 609,028 205982 205982 1205982 447436 447436 1447436 1054000 1054000 2054000
24 654,179 210095 210095 1210095 476028 476028 1476028 1175252 1175252 2175252
25 701,588 212565 212565 1212565 504368 504368 1504368 1307907 1307907 2307907
26 751,368 213086 213086 1213086 532107 532107 1532107 1452852 1452852 2452852
27 803,636 211323 211323 1211323 558842 558842 1558842 1611029 1611029 2611029
28 858,518 206902 206902 1206902 584109 584109 1584109 1783439 1783439 2783439
29 916,144 199402 199402 1199402 607367 607367 1607367 1971136 1971136 2971136
30 976,651 188346 188346 1188346 627986 627986 1627986 2175222 2175222 3175222
</TABLE>

ASSUMPTIONS:

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

(2) CURRENT VALUES REFLECT CURRENT COST OF INSURANCE CHARGES.

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

50
<PAGE> 54

$12,150 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO PREFERRED, ISSUE AGE 55 FEMALE: NON-TOBACCO PREFERRED, ISSUE AGE 55

OPTION 1 GUARANTEED VALUES

0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN

PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----- ----- ----- ------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12,758 7859 0 1000000 8428 0 1000000 8999 0 1000000
2 26,153 15536 5651 1000000 17162 7276 1000000 18859 8973 1000000
3 40,218 22953 14056 1000000 26137 17240 1000000 29595 20698 1000000
4 54,986 33444 25535 1000000 38802 30893 1000000 44841 36932 1000000
5 70,493 43601 36681 1000000 51852 44932 1000000 61493 54573 1000000
6 86,775 53389 47457 1000000 65267 59335 1000000 79662 73731 1000000
7 103,872 62760 57817 1000000 79013 74070 1000000 99464 94521 1000000
8 121,823 71650 67695 1000000 93039 89085 1000000 121009 117054 1000000
9 140,671 79977 77011 1000000 107276 104311 1000000 144410 141444 1000000
10 160,462 87650 87650 1000000 121644 121644 1000000 169789 169789 1000000
11 181,243 94567 94567 1000000 136050 136050 1000000 197283 197283 1000000
12 203,063 100621 100621 1000000 150399 150399 1000000 227053 227053 1000000
13 225,973 105700 105700 1000000 164586 164586 1000000 259294 259294 1000000
14 250,030 109675 109675 1000000 178492 178492 1000000 294286 294286 1000000
15 275,289 112371 112371 1000000 191958 191958 1000000 332287 332287 1000000
16 301,810 113555 113555 1000000 204767 204767 1000000 373573 373573 1000000
17 329,658 112906 112906 1000000 216627 216627 1000000 418446 418446 1000000
18 358,899 110000 110000 1000000 227148 227148 1000000 467256 467256 1000000
19 389,601 104315 104315 1000000 235856 235856 1000000 520453 520453 1000000
20 421,839 95254 95254 1000000 242212 242212 1000000 578661 578661 1000000
21 455,688 82209 82209 1000000 245679 245679 1000000 642808 642808 1000000
22 491,230 64373 64373 1000000 245524 245524 1000000 714029 714029 1000000
23 528,549 40877 40877 1000000 240961 240961 1000000 793926 793926 1000000
24 567,734 10650 10650 1000000 231012 231012 1000000 884642 884642 1000000
25 608,878 (*) (*) (*) 214366 214366 1000000 988760 988760 1038198
26 652,080 (*) (*) (*) 189207 189207 1000000 1104535 1104535 1159762
27 697,441 (*) (*) (*) 153024 153024 1000000 1231854 1231854 1293447
28 745,071 (*) (*) (*) 102330 102330 1000000 1371684 1371684 1440269
29 795,082 (*) (*) (*) 32403 32403 1000000 1525034 1525034 1601286
30 847,594 (*) (*) (*) (*) (*) (*) 1692957 1692957 1777605
</TABLE>

ASSUMPTIONS:

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

(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

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

51
<PAGE> 55

$14,000 ANNUAL PREMIUM: $1,000,000 SPECIFIED AMOUNT
MALE: NON-TOBACCO PREFERRED, ISSUE AGE 55 FEMALE: NON-TOBACCO PREFERRED, ISSUE AGE 55

OPTION 2 GUARANTEED VALUES

0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN GROSS INVESTMENT RETURN

PREMIUMS
PAID PLUS CASH CASH CASH
POLICY INTEREST CASH SURR DEATH CASH SURR DEATH CASH SURR DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
---- ----- ----- ----- ------- ----- ----- ------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 14,700 9588 0 1009588 10261 0 1010261 10936 611 1010936
2 30,135 18966 8641 1018966 20905 10580 1020905 22928 12603 1022928
3 46,342 28065 18773 1028065 31885 22592 1031885 36029 26736 1036029
4 63,359 40210 31950 1040210 46637 38377 1046637 53876 45616 1053876
5 81,227 51985 44757 1051985 61854 54627 1061854 73383 66156 1073383
6 99,988 63348 57153 1063348 77510 71315 1077510 94676 88481 1094676
7 119,688 74245 69083 1074245 93561 88398 1093561 117878 112716 1117878
8 140,372 84601 80471 1084601 109943 105813 1109943 143106 138976 1143106
9 162,090 94319 91222 1094319 126566 123469 1126566 170466 167368 1170466
10 184,895 103292 103292 1103292 143321 143321 1143321 200058 200058 1200058
11 208,840 111398 111398 1111398 160079 160079 1160079 231980 231980 1231980
12 233,982 118511 118511 1118511 176699 176699 1176699 266345 266345 1266345
13 260,381 124498 124498 1124498 193023 193023 1193023 303317 303317 1303317
14 288,100 129206 129206 1129206 208866 208866 1208866 343003 343003 1343003
15 317,205 132438 132438 1132438 223984 223984 1223984 385467 385467 1385467
16 347,765 133932 133932 1133932 238056 238056 1238056 430712 430712 1430712
17 379,853 133340 133340 1133340 250651 250651 1250651 478643 478643 1478643
18 413,546 130210 130210 1130210 261229 261229 1261229 529041 529041 1529041
19 448,923 124010 124010 1124010 269110 269110 1269110 581574 581574 1581574
20 486,070 114174 114174 1114174 273536 273536 1273536 635825 635825 1635825
21 525,073 100179 100179 1100179 273753 273753 1273753 691377 691377 1691377
22 566,027 81396 81396 1081396 268850 268850 1268850 747642 747642 1747642
23 609,028 57255 57255 1057255 257928 257928 1257928 804028 804028 1804028
24 654,179 27136 27136 1027136 239985 239985 1239985 859814 859814 1859814
25 701,588 (*) (*) (*) 213832 213832 1213832 914036 914036 1914036
26 751,368 (*) (*) (*) 177994 177994 1177994 965382 965382 1965382
27 803,636 (*) (*) (*) 130664 130664 1130664 1012141 1012141 2012141
28 858,518 (*) (*) (*) 69695 69695 1069695 1052157 1052157 2052157
29 916,144 (*) (*) (*) (*) (*) (*) 1082974 1082974 2082974
30 976,651 (*) (*) (*) (*) (*) (*) 1101949 1101949 2101949
</TABLE>

ASSUMPTIONS:

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

(2) GUARANTEED VALUES REFLECT GUARANTEED COST OF INSURANCE CHARGES.

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

52
<PAGE> 56

FINANCIAL STATEMENTS TO BE PROVIDED BY PRE-EFFECTIVE AMENDMENT.

53
<PAGE> 57

PART II - OTHER INFORMATION

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

Cross-reference to items required by Form N-8B-2.

The prospectus consisting of ___ pages.

Representations and Undertakings.

Independent Auditors' Consent. - to be filed by pre-effective amendment.

Signatures.

The following exhibits required by Forms N-8B-2 and S-6:

1. Power of Attorney dated July 26, 2000 - Attached hereto.

2. Resolution of the Depositor's Board of Directors authorizing the
establishment of the Registrant, adopted - Attached hereto.

3. Distribution Contracts - to be filed by pre-effective amendment.

4. Form of Security - Attached hereto.

5. Articles of Incorporation of Depositor - Filed previously in
connection with Securities and Exchange Commission File No. 333 -
27133 and is hereby incorporated by reference.

6. Application Form of Security - Attached hereto.

7. Opinion of Counsel - Attached hereto.

<PAGE> 58

REPRESENTATIONS AND UNDERTAKINGS

The Registrant and Nationwide hereby make the following representations and
undertakings:

(a) This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the Investment
Company Act of 1940 (the "Act"). The Registrant and Nationwide elect to be
governed by Rule 6e-3(T)(b)(13)(i)(A) under the Act with respect to the
policies described in the prospectus. The policies have been designed in
such a way as to qualify for the exemptive relief from various provisions
of the Act afforded by Rule 6e-3(T).

(b) Paragraph (b) (13) (iii) (F) of Rule 6e-3(T) is being relied on for the
deduction of the mortality and expense risk charges ("risk charges")
assumed by Nationwide under the policies. Nationwide represents that the
risk charges are within the range of industry practice for comparable
policies and reasonable in relation to all of the risks assumed by the
issuer under the policies. Actuarial memoranda demonstrating the
reasonableness of these charges are maintained by Nationwide, and will be
made available to the Securities and Exchange Commission (the "Commission")
on request.

(c) Nationwide has concluded that there is a reasonable likelihood that the
distribution financing arrangement of the separate account will benefit the
separate account and the contractholders and will keep and make available
to the Commission on request a memorandum setting forth the basis for this
representation.

(d) Nationwide represents that the separate account will invest only in
management investment companies which have undertaken to have a board of
directors, a majority of whom are not interested persons of Nationwide,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.

(e) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Commission such supplementary and periodic information, documents, and
reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority conferred in
that section.

(f) The fees and charges deducted under the policy in the aggregate are
reasonable in relation to the services rendered, the expenses expected to
be incurred, and the risks assumed by Nationwide.

<PAGE> 59

SIGNATURES

As required by the Securities Act of 1933, the Registrant, Nationwide VLI
Separate Account - 5, has caused this Pre-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf in the City of Columbus, and
State of Ohio, on this 22nd day of September, 2000.

<TABLE>

<S> <C>
NATIONWIDE VLI SEPARATE ACCOUNT-5
----------------------------------------------------------------------
(Registrant)

(Seal) NATIONWIDE LIFE INSURANCE COMPANY
Attest ----------------------------------------------------------------------
(Depositor)

By: /s/ GLENN W. SODEN By: /s/ STEVEN SAVINI
---------------------------------------------- ----------------------------------------------------------------
Glenn W. Soden Steven Savini
Assistant Secretary
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the ___ day of August, 2000.

SIGNATURE TITLE

<S> <C>
LEWIS J. ALPHIN Director
----------------------------------------
Lewis J. Alphin

A. I. BELL Director
----------------------------------------
A. I. Bell

NANCY C. BREIT Director
----------------------------------------
Nancy C. Breit

KENNETH D. DAVIS Director
----------------------------------------
Kenneth D. Davis

KEITH W. ECKEL Director
----------------------------------------
Keith W. Eckel

WILLARD J. ENGEL Director
----------------------------------------
Willard J. Engel

FRED C. FINNEY Director
----------------------------------------
Fred C. Finney

JOSEPH J. GASPER President and Chief Operating
---------------------------------------- Officer and Director
Joseph J. Gasper

W.G. JURGENSEN Chief Executive Officer Elect
---------------------------------------- and Director
W.G. Jurgensen

DIMON R. MCFERSON Chairman and Chief Executive
---------------------------------------- Officer and Director
Dimon R. McFerson

DAVID O. MILLER Chairman of the Board and
---------------------------------------- Director
David O. Miller

YVONNE L. MONTGOMERY Director
----------------------------------------
Yvonne L. Montgomery

ROBERT A. OAKLEY Executive Vice President and Chief
---------------------------------------- Financial Officer
Robert A. Oakley

RALPH M. PAIGE Director
----------------------------------------
Ralph M. Paige

JAMES F. PATTERSON Director
----------------------------------------
James F. Patterson

ARDEN L. SHISLER Director By /s/ STEVEN SAVINI
---------------------------------------- --------------------------------------
Arden L. Shisler Steven Savini
Attorney-in-Fact
ROBERT L. STEWART Director
----------------------------------------
Robert L. Stewart
</TABLE>