NATIONWIDE VARIABLE ACCOUNT
497, 1999-05-05
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                        NATIONWIDE LIFE INSURANCE COMPANY

                       Deferred Variable Annuity contracts

              Issued by Nationwide Life Insurance Company through
                        its Nationwide Variable Account

                   The date of this prospectus is May 1, 1999.

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

This prospectus contains basic information you should know about the contracts
before investing.

Please read it and keep it for future reference.

THE FOLLOWING UNDERLYING MUTUAL FUNDS ARE AVAILABLE UNDER THE CONTRACTS:


FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993:

   o   American Century: Short Term Government (formerly American Century:
       Benham Short-Term Government)
   o   American Century: Income & Growth
   o   American Century: Growth (formerly American Century: Twentieth Century
       Growth)
   o   American Century: International Growth (formerly American Century:
       Twentieth Century International Growth)
   o   American Century: Ultra (formerly American Century: Twentieth Century
       Ultra)
   o   Delchester Fund-Institutional Class
   o   Dreyfus A Bonds Plus, Inc.
   o   Dreyfus Appreciation Fund, Inc.
   o   Dreyfus Balanced Fund, Inc.
   o   Dreyfus S & P 500 Index Fund
   o   Dreyfus Third Century Fund, Inc.
   o   Evergreen Income and Growth Fund
   o   Federated Bond Fund - Class F
   o   Federated High Yield Trust*
   o   Fidelity Advisor Balanced Fund - Class T
   o   Fidelity Advisor Equity Income Fund - Class T
   o   Fidelity Advisor Growth Opportunities Fund - Class T
   o   Fidelity Advisor High Yield Fund - Class T
   o   Fidelity Asset Manager(TM)
   o   Fidelity Equity-Income Fund
   o   Fidelity Magellan(R) Fund
   o   Fidelity Puritan Fund
   o   Fidelity VIP High Income Portfolio* (additional purchase payments or
       exchanges may not be made to this Fund on or after December 1, 1993).
   o   Franklin Mutual Series Fund, Inc. - Mutual Shares Fund: Class A
   o   INVESCO Dynamics Fund
   o   Janus Fund
   o   Janus Twenty Fund
   o   Janus Worldwide Fund
   o   Lazard Small Cap Portfolio - Open Shares
   o   MFS(R) World Governments Fund
   o   Nationwide(R) Bond Fund
   o   Nationwide(R) Fund
   o   Nationwide(R) Growth Fund
   o   Nationwide(R) Money Market Fund - Prime Shares
   o   Nationwide S&P 500(R) Index Fund - Class R (sub-adviser: The Dreyfus
       Corporation)
   o   Nationwide(R) Intermediate U.S. Government Bond Fund
   o   Neuberger Berman Guardian Fund, Inc.
   o   Neuberger Berman Limited Maturity Bond Fund
   o   Neuberger Berman Partners Fund, Inc.
   o   Oppenheimer Global Fund/VA
   o   Phoenix Balanced Fund Series
   o   Prestige Balanced Fund - Class A
   o   Prestige International Fund - Class A
   o   Prestige Large Cap Growth Fund - Class A
   o   Prestige Large Cap Value Fund - Class A
   o   Prestige Small Cap Fund - Class A
   o   Strong Common Stock Fund, Inc.
   o   Strong Total Return Fund, Inc.
   o   Templeton Foreign Fund - Class A
   o   Warburg Pincus Emerging Growth Fund



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<PAGE>   2

   o   Warburg Pincus Global Fixed Income Fund

* The Fidelity VIP High Income Portfolio and the Federated High Yield Trust may
  invest in lower quality debt securities commonly referred to as junk bonds.

FOR PLANS ESTABLISHED PRIOR TO MARCH 6, 1998

   o   Neuberger Berman Equity Trust(R) - Neuberger Berman Genesis Trust

FOR CONTRACTS ISSUED PRIOR TO JANUARY 1, 1993

   o   American Century: Short Term Government (formerly American Century:
       Benham Short-Term Government)
   o   American Century: Growth (formerly American Century: Twentieth Century
       Growth)
   o   MFS(R) World Governments Fund
   o   Fidelity Capital & Income Fund(1)
   o   Fidelity VIP High Income Portfolio(2)
   o   Nationwide(R) Money Market Fund
   o   Fidelity Equity - Income Fund

(1)Additional purchase payments or exchanges may not be made to this Fund on or
   after May 1, 1991. Not available for contracts which were issued on or after
   May 1, 1987.

(2)Additional purchase payments or exchanges may not be made to this Fund on or
   after December 1, 1993.

Purchase payments not invested in the underlying mutual fund options of the
Nationwide Variable Account may be allocated to the fixed account.

The Statement of Additional Information (dated May 1, 1999) which contains
additional information about the contracts and the variable account, has been
filed with the Securities and Exchange Commission ("SEC") and is incorporated
herein by reference. The table of contents for the Statement of Additional
Information is on page 51.

For general information or to obtain FREE copies of the:

   o   Statement of Additional Information;
   o   prospectus for any underlying mutual fund; and
   o   required Nationwide forms,

call:           1-800-848-6331
          TDD   1-800-238-3035

or write:

       NATIONWIDE LIFE INSURANCE COMPANY
       P.O. BOX 16609
       COLUMBUS, OHIO 43216-6609

The Statement of Additional Information and other material incorporated by
reference can be found on the SEC website at:
                                   www.sec.gov

THIS ANNUITY IS NOT:

   o   A BANK DEPOSIT         o   FEDERALLY INSURED

   o   ENDORSED BY A BANK     o   AVAILABLE IN EVERY STATE
       OR GOVERNMENT AGENCY       

Investors assume certain risks when investing in the contracts, including the
possibility of losing money.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, NOR HAS THE
SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.



                                       2
<PAGE>   3


GLOSSARY OF SPECIAL TERMS


ACCUMULATION UNIT- An accounting unit of measure used to calculate the contract
value allocated to the variable account before the annuitization date.

ANNUITIZATION DATE- The date on which annuity payments begin.

ANNUITY COMMENCEMENT DATE- The date on which annuity payments are scheduled to
begin. This date may be changed by the contract owner with Nationwide's consent.

ANNUITY UNIT- An accounting unit used to calculate the variable payment annuity
payments.

CONTRACT VALUE- The total of all accumulation units in a contract and any amount
held in the fixed account.

CONTRACT YEAR- Each year the contract is in force beginning with the date the
contract is issued.

ERISA- The Employee Retirement Income Security Act of 1974, as amended.

FIXED ACCOUNT- An investment option that 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.

INDIVIDUAL RETIREMENT ACCOUNT- An account that qualifies for favorable tax
treatment under Section 408(a) of the Internal Revenue Code, but does not
include Roth IRAs.

INDIVIDUAL RETIREMENT ANNUITY- An annuity contract that qualifies for favorable
tax treatment under Section 408(b) of the Internal Revenue Code, but does not
include Roth IRAs or Simple IRAs.

NATIONWIDE- Nationwide Life Insurance Company.

NON-QUALIFIED CONTRACT- A contract which does not qualify for favorable tax
treatment as a Qualified Plan, Individual Retirement Annuity, Roth IRA, SEP IRA,
Simple IRA, or Tax Sheltered Annuity.

QUALIFIED PLANS- Retirement plans which receive favorable tax treatment under
Section 401 or 403(a) of the Internal Revenue Code.

ROTH IRA- An annuity contract which qualifies for favorable tax treatment under
Section 408A of the Internal Revenue Code.

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

TAX SHELTERED ANNUITY- An annuity that qualifies for favorable tax treatment
under Section 403(b) of the Internal Revenue Code.

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

VARIABLE ACCOUNT- Nationwide Variable Account, a separate account of Nationwide
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>   4








TABLE OF CONTENTS

GLOSSARY OF SPECIAL TERMS................................................ 3

SUMMARY OF STANDARD CONTRACT
     EXPENSES (FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993) ........ 6

UNDERLYING MUTUAL FUND ANNUAL
     EXPENSES (FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993) ........ 7

EXAMPLE (FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993) .............. 9

SUMMARY OF STANDARD CONTRACT
     EXPENSES (FOR CONTRACTS ISSUED PRIOR TO JANUARY 1, 1993) ...........12

UNDERLYING MUTUAL FUND ANNUAL
     EXPENSES (FOR CONTRACTS ISSUED PRIOR TO JANUARY 1, 1993) ...........13

EXAMPLE (FOR CONTRACTS ISSUED PRIOR TO JANUARY 1, 1993) .................14

SYNOPSIS OF THE CONTRACTS................................................15

FINANCIAL STATEMENTS.....................................................15

CONDENSED FINANCIAL INFORMATION..........................................16

NATIONWIDE LIFE INSURANCE COMPANY........................................24

NATIONWIDE ADVISORY SERVICES, INC........................................24

INVESTING IN THE CONTRACT................................................24
     The Variable Account and Underlying Mutual Funds
     Guaranteed Term Options
     The Fixed Account

STANDARD CHARGES AND DEDUCTIONS..........................................26
     Mortality Risk Charge
     Expense Risk Charge
     Contingent Deferred Sales Charge
     Elimination of CDSC
     Contract Maintenance Charge
     Administration Charge
     Premium Taxes

CONTRACT OWNERSHIP.......................................................28
     Annuitant
     Beneficiary and Contingent Beneficiary

OPERATION OF THE CONTRACT................................................29
     Pricing
     Allocation of Purchase Payments
     Determining the Contract Value
     Transfers

RIGHT TO REVOKE..........................................................32

SURRENDER (REDEMPTION)...................................................32
     Surrenders Under a Qualified Plan

LOAN PRIVILEGE...........................................................33
     Minimum & Maximum Loan Amounts
     Loan Processing Fee
     How Loan Requests are Processed
     Interest
     Loan Repayment
     Distributions & Annuity Payments
     Transferring the Contract
     Grace Period & Loan Default

CONTRACT OWNER SERVICES..................................................34
     Asset Rebalancing
     Dollar Cost Averaging
     Systematic Withdrawals

ANNUITY COMMENCEMENT DATE................................................35

ANNUITIZING THE CONTRACT.................................................35
     Annuitization Date
     Annuitization
     Fixed Payment Annuity
     Variable Payment Annuity
     Assumed Investment Rate
     Value of an Annuity Unit
     Exchanges Among Underlying Mutual Funds
     Frequency and Amount of Annuity Payments
     Annuity Payment Options

DEATH BENEFITS..........................................................37
     Death of Contract Owner
     Death of Annuitant
     Death of Contract Owner/Annuitant
     How the Death Benefit Value is Determined
     Death Benefit Payment

REQUIRED DISTRIBUTIONS..................................................38
     Required Distributions for Qualified Plans
     Required Distributions for Individual Retirement Accounts
     Required Distributions for Roth IRAs

FEDERAL TAX CONSIDERATIONS..............................................40
     Federal Income Taxes
     IRAs, SEP IRAs and Individual Retirement Accounts
     Roth IRAs
     Qualified Plans and Individual Retirement Accounts
     Individual Retirement Accounts
     Withholding
     Federal Estate, Gift, and Generation Skipping Transfer Taxes

STATEMENTS AND REPORTS..................................................44



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<PAGE>   5

   
YEAR 2000 COMPLIANCE ISSUES.............................................44

LEGAL PROCEEDINGS.......................................................45

ADVERTISING AND SUB-ACCOUNT PERFORMANCE SUMMARY.........................46
    

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION................51

APPENDIX A: OBJECTIVES FOR UNDERLYING MUTUAL FUNDS......................52





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<PAGE>   6


SUMMARY OF CONTRACT EXPENSES

(FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)

The expenses listed below are charged to all contracts issued on or after
January 1, 1993, unless the contract owner meets an available exception.

CONTRACT OWNER TRANSACTION EXPENSES

Maximum Contingent Deferred Sales Charge ("CDSC") (as a percentage of
purchase payments surrendered)...........................................7%(1)

Range of CDSC over time:

<TABLE>
<CAPTION>
NUMBER OF COMPLETED YEARS FROM            CDSC
   DATE OF PURCHASE PAYMENT            PERCENTAGE

<S>                                    <C>
               0                           7%

               1                           6%

               2                           5%

               3                           4%

               4                           3%

               5                           2%

               6                           1%

               7                           0%
</TABLE>

(1)  Starting with the second year after a purchase payment has been made, 10%
     of that purchase payment may be withdrawn without imposition of a CDSC. The
     CDSC is waived:

       (a)  for first year withdrawals of up to 10% of purchase payments for 
            Individual Retirement Account rollover contracts; or

       (b)  for any amount withdrawn from this contract required to meet minimum
            distribution requirements under the Internal Revenue Code.

     This free withdrawal privilege is non-cumulative. Free amounts not taken
     during any given contract year cannot be taken as free amounts in a
     subsequent contract year (see "Contingent Deferred Sales Charge").

     Withdrawals may be restricted for contracts issued pursuant to the terms of
     a Qualified Plan.

MAXIMUM ANNUAL CONTRACT MAINTENANCE CHARGE.............................$30(2)

VARIABLE ACCOUNT CHARGES(3)
(as a percentage of average account value)

Administration Charge..................................................0.05%
Mortality and Expense Risk Charge......................................1.25%
     Total Variable Account Charges....................................1.30%

(2)  The Contract Maintenance Charge is deducted annually from all contracts on
     each contract anniversary.

(3)  These charges apply only to sub-account allocations. They do not apply to
     allocations made to the fixed account. They are charged on a daily basis at
     the annual rate noted above.






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<PAGE>   7




                     UNDERLYING MUTUAL FUND ANNUAL EXPENSES
               (FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)

<TABLE>
<CAPTION>
                                                                       Management        Other          12b-1      Total Mutual
                                                                          Fees         Expenses         Fees       Fund Expenses

<S>                                                                       <C>            <C>            <C>            <C>  
American Century: Short Term Growth (formerly Benham                      0.59%          0.00%          0.00%          0.59%
Short-Term Government)

American Century: Income & Growth                                         0.69%          0.00%          0.00%          0.69%

American Century: Growth (formerly Twentieth Century Growth)              1.00%          0.00%          0.00%          1.00%

American Century: International Growth (formerly Twentieth                1.35%          0.00%          0.00%          1.35%
Century International Growth)

American Century: Ultra (formerly Twentieth Century Ultra)                1.00%          0.00%          0.00%          1.00%

Delchester Fund-Institutional Class                                       0.26%          0.69%          0.00%          0.95%

Dreyfus A Bonds Plus, Inc.                                                0.65%          0.30%          0.00%          0.95%

Dreyfus Appreciation Fund, Inc.                                           0.55%          0.34%          0.00%          0.89%

Dreyfus Balanced Fund, Inc.                                               0.60%          0.32%          0.00%          0.92%

Dreyfus S & P 500 Index Fund (formerly Peoples Index Fund(R),             0.25%          0.25%          0.00%          0.50%
Inc.)

The Dreyfus Third Century Fund, Inc.                                      0.75%          0.22%          0.00%          0.97%

Evergreen Income and Growth Fund                                          0.97%          0.28%          0.00%          1.25%

Federated Bond Fund - Class F                                             0.65%          0.43%          0.00%          1.08%

Federated High Yield Trust                                                0.53%          0.35%          0.00%          0.88%

Fidelity Advisor Balanced Fund - Class T                                  0.46%          0.26%          0.50%          1.22%

Fidelity Advisor Equity Income Fund - Class T                             0.55%          0.45%          0.25%          1.20%

Fidelity Advisor Growth Opportunities Fund - Class T                      0.46%          0.42%          0.25%          1.13%

Fidelity Advisor High Yield Fund - Class T                                0.58%          0.24%          0.25%          1.07%

Fidelity Asset Manager                                                    0.42%          0.17%          0.00%          0.59%

Fidelity Equity-Income Fund                                               0.47%          0.20%          0.00%          0.67%

Fidelity Magellan(R) Fund                                                 0.42%          0.17%          0.00%          0.59%

Fidelity Puritan Fund                                                     0.44%          0.19%          0.00%          0.63%

Fidelity VIP High Income Portfolio                                        0.58%          0.12%          0.00%          0.70%

Franklin Mutual Series Fund Inc. - Mutual Shares Fund:                    0.60%          0.15%          0.35%          1.10%
Class A

INVESCO Dynamics Fund                                                     0.55%          0.28%          0.25%          1.08%

Janus Fund                                                                0.65%          0.19%          0.00%          0.84%

Janus Twenty Fund                                                         0.65%          0.21%          0.00%          0.86%

Janus Worldwide Fund                                                      0.65%          0.24%          0.00%          0.89%

Lazard Small Cap Portfolio - Open Shares                                  0.75%          0.14%          0.25%          1.14%

MFS(R) World Governments Fund                                             0.75%          0.35%          0.25%          1.35%

Nationwide(R) Bond Fund - Class D                                         0.50%          0.30%          0.00%          0.80%

Nationwide(R) Fund - Class D                                              0.57%          0.12%          0.00%          0.69%

Nationwide(R) Growth Fund - Class D                                       0.58%          0.19%          0.00%          0.77%

Nationwide(R) Money Market - Prime Shares                                 0.40%          0.18%          0.00%          0.58%

Nationwide Nationwide(R) Intermediate U.S. Government Bond                0.50%          0.27%          0.00%          0.77%
Fund - Class D)

Nationwide S&P 500(R) Index Fund - Class R                                0.13%          0.23%          0.24%          0.60%

Neuberger Berman Equity Trust(R) - Neuberger Berman Genesis               1.11%          0.06%          0.00%          1.17%
Trust

Neuberger Berman Guardian Fund, Inc.                                      0.70%          0.09%          0.00%          0.79%

Neuberger Berman Limited Maturity Bond Fund                               0.65%          0.11%          0.00%          0.76%
</TABLE>



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<PAGE>   8

               UNDERLYING MUTUAL FUND ANNUAL EXPENSES (CONTINUED)
               (FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)

<TABLE>
<CAPTION>
                                                               Management        Other       12b-1    Total Mutual
                                                                 Fees          Expenses      Fees     Fund Expenses

<S>                                                              <C>             <C>          <C>         <C>  
Neuberger  Berman Partners Fund, Inc.                            0.71%           0.09%        0.00%       0.80%

Oppenheimer Global Fund/VA                                       0.69%           0.23%        0.22%       1.14%

Phoenix Balanced Fund Series                                     0.53%           0.19%        0.25%       0.97%

Prestige Balanced Fund - Class A                                 0.25%           0.60%        0.25%       1.10%

Prestige International Fund - Class A                            0.43%           0.62%        0.25%       1.30%

Prestige Large Cap Growth Fund - Class A                         0.35%           0.60%        0.25%       1.20%

Prestige Large Cap Value Fund - Class A                          0.30%           0.60%        0.25%       1.15%

Prestige Small Cap Fund - Class A                                0.50%           0.60%        0.25%       1.35%

Strong Common Stock Fund                                         1.00%           0.20%        0.00%       1.20%

Strong Total Return Fund, Inc.                                   0.80%           0.21%        0.00%       1.01%

Templeton Foreign Fund- Class A                                  0.61%           0.26%        0.25%       1.12%

Warburg Pincus Emerging Growth Fund                              0.90%           0.32%        0.00%       1.22%

Warburg Pincus Global Fixed Income Fund                          0.55%           0.40%        0.00%       0.95%
</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 to calculate 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.

Some underlying mutual funds are subject to fee waivers and expense
reimbursements. The following chart shows what the expenses would have been for
such funds without fee waivers and expense reimbursements.

<TABLE>
<CAPTION>
                                                          Management        Other         12b-1      Total Mutual
                                                             Fees         Expenses         Fees      Fund Expenses

<S>                                                         <C>            <C>            <C>            <C>  
Delchester Fund - Institutional Class                       0.65%          0.49%          0.00%          1.14%

Federated Bond Fund - Class F

Federated High Yield Trust                                  0.75%          0.40%          0.00%          1.15%

Fidelity Advisor Equity Income Fund - Class T               0.50%          0.46%          0.25%          1.21%

Fidelity Advisor Growth Opportunities - Class T             0.46%          0.43%          0.25%          1.14%

Fidelity Asset Manager                                      0.42%          0.18%          0.00%          0.60%

Fidelity Magellan                                           0.42%          0.18%          0.00%          0.60%

Fidelity Puritan                                            0.44%          0.21%          0.00%          0.65%

Nationwide S&P 500(R) Index Fund - Class R                  0.13%          0.66%          0.24%          1.03%

Nationwide Intermediate U.S. Government Bond Fund           0.50%          0.78%          0.00%          0.78%

Warburg Pincus Global Fixed Income Fund                     1.00%          0.41%          0.00%          1.41%
</TABLE>




                                       8
<PAGE>   9



   
EXAMPLE
(FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)

The following chart shows the amount of expenses (in dollars) that would be
incurred under this contract assuming a $1,000 investment, 5% annual return, and
no change in expenses. These dollar figures are illustrative only and should not
be considered a representation of past or future expenses. Actual expenses may
be greater or less than those shown below.

The example reflects expenses of both the variable account and the underlying
mutual funds. The example reflects the standard 7 year CDSC schedule and the
maximum amount of variable account charges that could be assessed to a contract
(1.30%). The Contract Maintenance Charge is expressed as a percentage of the
average contract account size for existing contracts. Since the average contract
account size is greater than $1000, the expense effect of the Contract
Maintenance Charge is reduced accordingly. Deductions for premium taxes are not
reflected but may apply.

The summary of contract expenses and example are to help contract owners
understand the expenses associated with the contract.
    


   
<TABLE>
<CAPTION>
                                    IF YOU SURRENDER YOUR      IF YOU DO NOT SURRENDER      IF YOU ANNUITIZE YOUR
                                 CONTRACT AT THE END OF THE   YOUR CONTRACT AT THE END   CONTRACT AT THE END OF THE
                                   APPLICABLE TIME PERIOD      OF THE APPLICABLE TIME      APPLICABLE TIME PERIOD
                                                                       PERIOD

                                   1       3     5      10     1       3     5      10     1       3     5      10
                                  YR.    YRS.   YRS.   YRS.   YR.    YRS.   YRS.   YRS.   YR.    YRS.   YRS.   YRS.

<S>                                <C>   <C>    <C>    <C>     <C>    <C>   <C>    <C>    <C>     <C>   <C>    <C>
American Century: Short Term       91    109    137    237     21     64    110    237     *      64    110    237
Government (formerly Benham
Short-Term Government)

American Century: Income &         92    112    143    248     22     67    116    248     *      67    116    248
Growth

American Century: Growth           95    122    159    281     25     77    132    281     *      77    132    281
(formerly Twentieth Century
Growth)

American Century: International    99    133    177    317     29     88    150    317     *      88    150    317
Growth (formerly Twentieth
Century International Growth)

American Century: Ultra            95    122    159    281     25     77    132    281     *      77    132    281
(formerly Twentieth Century
Ultra)

Delchester Fund-Inst'l             92    113    143    249     22     68    116    249     *      68    116    249

Dreyfus A Bonds Plus               95    121    156    276     25     76    129    276     *      76    129    276

Dreyfus Appreciation Fund, Inc.    94    119    153    270     24     74    126    270     *      74    126    270

Dreyfus Balanced Fund, Inc.        94    120    155    273     24     75    128    273     *      75    128    273

Dreyfus S & P 500 Index Fund       90    106    132    228     20     61    105    228     *      61    105    228
(Formerly Peoples Index Fund,
Inc.)

The Dreyfus Third Century Fund,    95    121    157    278     25     76    130    278     *      76    130    278
Inc.

Evergreen Income and Growth Fund   98    130    172    307     28     85    145    307     *      85    145    307

Federated Bond Fund - Class F      96    125    163    289     26     80    136    289     *      80    136    289

Federated High Yield Trust         94    118    153    268     84     73    126    268     *      73    126    268

Fidelity Advisor Balanced Fund     95    123    160    283     25     78    133    283     *      78    133    283
- - Class T

Fidelity Advisor Fund Equity       95    123    160    283     25     78    133    283     *      78    133    286
Income Fund - Class T

Fidelity Advisor Fund Growth       95    121    157    277     25     76    130    277     *      76    130    277
Opportunities Fund - Class T
</TABLE>
    




                                       9
<PAGE>   10



EXAMPLE (CONTINUED)
(FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)
<TABLE>
<CAPTION>
                                    IF YOU SURRENDER YOUR      IF YOU DO NOT SURRENDER      IF YOU ANNUITIZE YOUR
                                 CONTRACT AT THE END OF THE   YOUR CONTRACT AT THE END   CONTRACT AT THE END OF THE
                                   APPLICABLE TIME PERIOD      OF THE APPLICABLE TIME      APPLICABLE TIME PERIOD
                                                                       PERIOD

                                   1       3     5      10     1       3     5      10     1       3     5      10
                                  YR.    YRS.   YRS.   YRS.   YR.    YRS.   YRS.   YRS.   YR.    YRS.   YRS.   YRS.

<S>                                <C>   <C>    <C>    <C>     <C>    <C>   <C>    <C>    <C>     <C>   <C>    <C>
Fidelity Advisor High Yield        95    122    159    281     25     77    132    281     *      77    132    281
Fund - Class T

Fidelity Asset Manager(TM)         91    109    137    237     21     64    110    237     *      64    110    237

Fidelity Equity-Income Fund        92    112    141    246     22     67    114    246     *      67    114    246

Fidelity Magellan Fund             91    109    137    237     21     64    110    237     *      64    110    237

Fidelity Puritan Fund              91    110    139    242     21     65    112    272     *      65    112    242

Fidelity VIP High Income           92    113    143    249     22     68    116    249     *      68    116    249
Portfolio

Franklin Mutual Series Fund        95    125    164    291     26     80    137    291     *      80    137    291
Inc.- Mutual Shares Fund: 
Class A

INVESCO Dynamics Fund              96    125    163    289     26     80    136    289     *      80    136    289

Janus Fund                         93    117    150    264     23     72    123    264     *      72    123    264

Janus Twenty Fund                  94    118    152    266    244     73    125    266     *      73    125    266

Janus Worldwide Fund               94    119    153    270     24     74    126    810     *      74    126    270

Lazard Small Cap Portfolio -       97    127    166    295     27     82    139    295            82    139    295
Open Shares

MFS(R) World Governments Fund      99    133    177    317     29     88    150    317     *      88    150    317

Nationwide(R) Bond Fund - Class D  93    116    148    260     23     71    121    269     *      71    121    260

Nationwide(R) Fund - Class D       92    112    143    248     22     67    116    248     *      67    116    248

Nationwide(R) Growth Fund -        93    115    147    257     23     70    120    257     *      70    120    257
Class D

Nationwide(R) Money Market Fund -  91    109    137    236     21     64    110    236     *      64    110    236
Prime Shares

Nationwide(R) Intermediate U.S.    93    115    147    258     23     70    120    258     *      70    120    258
Government Bond Fund

Nationwide S&P 500(R) Index Fund   95    123    160    284     25     78    133    284     *      78    133    284
- - Class R

Neuberger Berman Equity Trust(R)   97    128    168    299     27     83    141    299     *      83    141    299
- - Neuberger Berman Genesis Trust

Neuberger Berman Guardian Fund,    93    116    148    259     23     71    121    259     *      71    121    259
Inc.

Neuberger Berman Limited           92    113    143    249     22     68    116    249     *      68    116    249
Maturity Bond Fund

Neuberger Berman Partners Fund,    93    116    148    260     23     71    121    261     *      71    121    260
Inc.

Oppenheimer Global Fund/VA         97    127    166    295     27     82    139    295     *      82    139    295

Phoenix Balanced Fund Series       95    121    157    278     25     76    130    278     *      76    130    278

Prestige Balanced Fund - Class A   96    125    164    291     26     80    137    291     *      80    137    291

Prestige International Fund -      98    132    175    312     28     87    148    312     *      87    148    312
Class A
</TABLE>




                                       10
<PAGE>   11



EXAMPLE (CONTINUED)
(FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)

<TABLE>
<CAPTION>
                                    IF YOU SURRENDER YOUR      IF YOU DO NOT SURRENDER      IF YOU ANNUITIZE YOUR
                                 CONTRACT AT THE END OF THE   YOUR CONTRACT AT THE END   CONTRACT AT THE END OF THE
                                   APPLICABLE TIME PERIOD      OF THE APPLICABLE TIME      APPLICABLE TIME PERIOD
                                                                       PERIOD

                                   1       3     5      10     1       3     5      10     1       3     5      10
                                  YR.    YRS.   YRS.   YRS.   YR.    YRS.   YRS.   YRS.   YR.    YRS.   YRS.   YRS.

<S>                                <C>   <C>    <C>    <C>     <C>    <C>   <C>    <C>    <C>     <C>   <C>    <C>
Prestige Large Cap Growth Fund     97    128    169    302     27     83    142    302     *      83    142    302
- - Class A

Prestige Large Cap Value Fund -    97    127    167    297     27     82    140    297     *      82    140    297
Class A

Prestige Small Cap - Fund          99    133    177    317     29     88    150    317     *      88    150    317
Class A

Strong Common Stock Fund           97    128    168    299     27     83    141    299     *      83    141    299

Strong Total Return Fund, Inc.     95    122    159    282     25     77    132    282     *      77    132    282

Templeton Foreign Fund - Class A   96    126    165    293     26     81    138    293     *      81    138    293

Warburg Pincus Emerging Growth     97    129    170    304     27     84    143    304     *      84    143    304
Fund

Warburg Pincus Global Fixed        95    121    156    276     25     76    129    276     *      76    129    276
Income Fund
</TABLE>

* The contracts sold under this prospectus do not permit annuitization during
  the first two contract years.






                                       11
<PAGE>   12



SUMMARY OF CONTRACT EXPENSES
(FOR CONTRACTS ISSUED PRIOR TO JANUARY 1, 1993)


The expenses listed below are charged to all contracts issued prior to January
1, 1993, unless the contract owner meets an available exception.

CONTRACT OWNER TRANSACTION EXPENSES

Maximum Contingent Deferred Sales Charge ("CDSC") (as a percentage of
purchase payments surrendered)...........................................5%(1)

(1)  After the first year from the date of any purchase payment, the contract
     owner may withdraw 5% of that purchase payment without imposition of a
     CDSC.

MAXIMUM ANNUAL CONTRACT MAINTENANCE CHARGE...............................$30(2)

VARIABLE ACCOUNT CHARGES(3)
(as a percentage of average account value)
Mortality and Expense Risk Charges......................................1.30%
     Total Variable Account Charges.....................................1.30%

(2)  The Contract Maintenance Charge is deducted annually from all contracts on
     each contract anniversary.

(3)  These charges apply only to sub-account allocations. They do not apply to
     allocations made to the fixed account. They are charged on a daily basis at
     the annual rate noted above.






                                       12
<PAGE>   13




UNDERLYING MUTUAL FUND ANNUAL EXPENSES
(FOR CONTRACTS ISSUED PRIOR TO JANUARY 1, 1993)
<TABLE>
<CAPTION>
                                                                                                        Total Mutual
                                                      Management            Other                            Fund
                                                         Fees              Expenses      12b-1 Fees        Expenses

<S>                                                     <C>                 <C>             <C>             <C>  
American Century: Short Term Government (formerly       0.59%               0.00%           0.00%           0.59%
Benham Short-Term Government)

American Century: Growth (formerly Twentieth Century    1.00%               0.00%           0.00%           1.00%
Growth)

Fidelity Capital & Income Fund                          0.58%               0.23%           0.00%           0.81%

Fidelity VIP High Income Portfolio                      0.58%               0.12%           0.00%           0.70%

MFS(R)World Governments Fund                            0.75%               0.35%           0.25%           1.35%

Nationwide(R) Bond Fund - Class D                       0.50%               0.30%           0.00%           0.80%

Nationwide(R) Fund - Class D                            0.57%               0.12%           0.00%           0.69%

Nationwide(R) Growth Fund - Class D                     0.58%               0.19%           0.00%           0.77%

Nationwide(R) Money Market - Prime Shares               0.40%               0.18%           0.00%           0.58%
</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 to calculate 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.




                                       13
<PAGE>   14



EXAMPLE
(FOR CONTRACTS ISSUED PRIOR TO JANUARY 1, 1993)

The following chart shows the amount of expenses (in dollars) that would be
incurred under this contract assuming a $1,000 investment, 5% annual return, and
no change in expenses. These dollar figures are illustrative only and should not
be considered a representation of past or future expenses. Actual expenses may
be greater or less than those shown below. The example reflects expenses of both
the variable account and the underlying mutual funds. 

The example reflects the standard 7 year CDSC schedule and the maximum amount of
variable account charges that could be assessed to a contract (1.30%). The
Contract Maintenance Charge is expressed as a percentage of the average contract
account size for existing contracts. Since the average contract account size is
greater than $1000, the expense effect of the Contract Maintenance Charge is
reduced accordingly. Deductions for premium taxes are not reflected but may
apply.

The summary of contract expenses and example are to help contract owners
understand the expenses associated with the contract.

<TABLE>
<CAPTION>
                          IF YOU SURRENDER YOUR       IF YOU DO NOT SURRENDER        IF YOU ANNUITIZE YOUR
                        CONTRACT AT THE END OF THE  YOUR CONTRACT AT THE END OF   CONTRACT AT THE END OF THE
                          APPLICABLE TIME PERIOD     THE APPLICABLE TIME PERIOD     APPLICABLE TIME PERIOD

                         1      3      5      10      1      3       5     10      1       3     5       10
                        YR.   YRS.   YRS.    YRS.    YR.   YRS.    YRS.   YRS.    YR.    YRS.   YRS.    YRS.

<S>                     <C>   <C>    <C>     <C>     <C>    <C>    <C>     <C>    <C>     <C>   <C>     <C>
American Century:       95    122    159     281     25     77     132     281     *      77    132     281
Growth (formerly
Twentieth Century
Growth)

American Century:       91    109    137     237     21     64     110     237     *      64    110     237
Short Term Government
(formerly Benham
Short-Term Government)

Fidelity Capital &      93    116    149     261     23     71     122     261     *      71    122     261
Income Fund

Fidelity VIP High       92    113    143     249     22     68     116     249     *      68    116     249
Income Portfolio

MFS(R) World            99    133    177     317     29     88     150     317     *      88    150     317
Governments Fund

Nationwide(R) Money     91    109    137     236     21     64     110     236     *      64    110     236
Market Fund - Prime
Shares

Nationwide(R) Bond      93    116    148     260     23     71     121     261     *      71    121     260
Fund - Class D

Nationwide(R) Fund -    92    112    143     248     22     67     116     248     *      67    116     248
Class D

Nationwide(R) Growth    93    115    147     257     23     70     120     257     *      70    120     257
Fund - Class D
</TABLE>

* The contracts sold under this prospectus do not permit annuitization during
  the first two contract years.





                                       14
<PAGE>   15



SYNOPSIS OF THE CONTRACTS

The contracts described in this prospectus are deferred variable annuity
contracts. Contracts issued prior to January 1, 1993 were issued to the trustees
of Qualified Plans as Qualified Contracts. Currently (and at all times after
January 1, 1993), the contracts are issued to custodians of Individual
Retirement Accounts for the benefit of Individual Retirement Account holders.

Contracts issued after January 1, 1993 do not qualify for tax-deferral under
federal tax rules governing Non-Qualified Annuities or Individual Retirement
Annuities. Such contracts are, however, issued to custodians of Individual
Retirement Accounts for the benefit of Individual Retirement Account holders.
Such account holders will be the annuitant under these contracts. Annuity
payments under the contracts are deferred until a selected later date.

CHARGES AND EXPENSES

Nationwide deducts a Mortality Risk Charge equal to an annual rate of 0.80% of
the daily net assets of the variable account for mortality risk assumed by
Nationwide (see "Mortality Risk Charge").

Nationwide deducts an Expense Risk Charge equal to an annual rate of 0.45%
(0.50% for contracts issued prior to January 1, 1993) of the daily net assets of
the variable account as compensation for Nationwide's risk in undertaking not to
increase administrative charges on the contracts regardless of the actual
administrative costs (see "Expense Risk Charge").

Nationwide does not deduct a sales charge from purchase payments made for these
contracts. However, if any part of the contract value is surrendered, Nationwide
will, with certain exceptions, deduct a Contingent Deferred Sales Charge
("CDSC") not to exceed 7% of purchase payments surrendered. For contracts issued
before January 1, 1993, Nationwide will deduct a CDSC not to exceed 5% of
purchase payments surrendered. This charge, when applicable, is imposed to
permit Nationwide to recover sales expenses which have been advanced by
Nationwide (see "Contingent Deferred Sales Charge").

On each contract anniversary, Nationwide will deduct a Contract Maintenance
Charge of $30 from the contract value.

For contracts issued on or after January 1, 1993, Nationwide will assess an
Administration Charge equal to an annual rate of 0.05% of the daily net assets
of the variable account.

These charges are to reimburse Nationwide for administrative expenses related to
the issuance and maintenance of the contracts (see "Contract Maintenance Charge"
and "Administration Charge").

ANNUITY PAYMENTS

Annuity payments begin on the annuitization date. The payments will be based on
the annuity payment option chosen at the time of application (see "Annuity
Payment Options").

TAXATION

How the contracts are taxed depends on the type of contract issued. Nationwide
will charge against the contract any premium taxes levied by any governmental
authority (see "Federal Tax Considerations" and "Premium Taxes").

TEN DAY FREE LOOK

Contract owners may return the contract for any reason within ten days of
receipt and Nationwide will refund the contract value or the amount required by
law (see "Right to Revoke").

FINANCIAL STATEMENTS

Financial statements for the variable account and Nationwide are located in the
Statement of Additional Information. A current Statement of Additional
Information may be obtained without charge by contacting Nationwide's home
office at the telephone number listed on page 2 of this prospectus.




                                       15
<PAGE>   16



CONDENSED FINANCIAL INFORMATION

Accumulation unit values for an accumulation unit outstanding throughout the
period.

<TABLE>
<CAPTION>
                               ACCUMULATION        ACCUMULATION           PERCENT           NUMBER OF
                                UNIT VALUE          UNIT VALUE           CHANGE IN         ACCUMULATION
                               AT BEGINNING           AT END           ACCUMULATION        UNITS AT END
           FUND                 OF PERIOD           OF PERIOD           UNIT VALUE        OF THE PERIOD       YEAR

<S>                             <C>                 <C>                    <C>                <C>             <C> 
American Century: Short         21.986961           23.012292              4.66%              131,664         1998
Term Government                 21.012508           21.986961              4.64%              138,808         1997
(formerly Benham Short          20.449954           21.012508              2.75%              157,941         1996
Term Government)                18.748399           20.449954              9.08%              216,620         1995
                                19.087872           18.748399             -1.78%              183,649         1994
                                18.563845           19.087872              2.82%              182,484         1993
                                18.018283           18.563845              3.03%              177,970         1992
                                16.352445           18.018283             10.19%              191,264         1991
                                15.400806           16.352445              6.18%              188,328         1990
                                14.188398           15.400806              8.55%              224,117         1989

American Century: Income        14.002308           17.640513             25.98%              397,026         1998
& Growth                        10.551440           14.002308             32.71%              135,424         1997
                                10.000000           10.551440              5.51%               18,133         1996

American Century:               65.572069           88.518097             34.99%              150,519         1998
Growth (formerly                51.389039           65.572069             27.60%             158,492          1997
Twentieth Century Growth)       45.274141           51.389039             13.51%              186,518         1996
                                38.113717           45.274141             18.79%              231,124         1995
                                39.197771           38.113717             -2.77%              324,141         1994
                                38.275689           39.197771              2.41%              335,369         1993
                                40.518750           38.275689             -5.54%              404,811         1992
                                24.287059           40.518750             66.83%              410,440         1991
                                25.592676           24.287059             -5.10%              401,940         1990
                                18.114515           25.592676             41.28%              428,017         1989

American Century:               15.678789           18.416900             17.46%               48,212         1998
International Growth            13.268469           15.678789             18.17%               31,799         1997
(formerly Twentieth             11.748911           13.268469             12.93%                7,683         1996
Century International           10.000000           11.748911             17.49%               25,477         1995
Growth)

American Century: Ultra         16.780808           22.284614             32.80%              784,677         1998
(formerly Twentieth             13.807925           16.780808             21.53%              660,821         1997
Century Ultra)                  12.289075           13.807925             12.36%              530,842         1996
                                 9.043121           12.289075             35.89%              266,570         1995
                                 9.505758            9.043121             -4.87%              116,020         1994
                                10.000000            9.505758             -4.94%                2,713         1993

Delchester Fund Inst'l          15.348845           14.911925             -2.85%               73,489         1998
                                13.618147           15.348845             12.71%               87,319         1997
                                12.257125           13.618147             11.10%               70,363         1996
                                10.867271           12.257125             12.79%               65,214         1995
                                11.511092           10.867271             -5.59%               43,997         1994
                                10.000000           11.511092             15.11%               15,953         1993
</TABLE>




                                       16
<PAGE>   17




CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                               ACCUMULATION        ACCUMULATION           PERCENT           NUMBER OF
                                UNIT VALUE          UNIT VALUE           CHANGE IN         ACCUMULATION
                               AT BEGINNING           AT END           ACCUMULATION        UNITS AT END
           FUND                 OF PERIOD           OF PERIOD           UNIT VALUE        OF THE PERIOD       YEAR

<S>                             <C>                 <C>                   <C>                  <C>            <C> 
Dreyfus Appreciation Fund,      10.000000           12.724781             27.25%               56,730         1998
Inc. - Q

Dreyfus Balanced Fund,          10.000000           10.755504              7.56                14,859         1998
Inc. - Q

Dreyfus A Bonds Plus, Inc.      11.848519           12.008201              1.35%               14,859         1998
                                10.958199           11.848519              8.12%              156,006         1997
                                10.819193           10.958199              1.28%              169,248         1996
                                 9.110600           10.819193             18.75%               53,005         1995
                                10.000000            9.110600             -8.89%               15,283         1994

Dreyfus S & P 500 Index         22.921661           28.976575             26.42%              429,513         1998
Fund                            17.509385           22.921661             30.91%              332,923         1997
                                14.505515           17.509385             20.71%              187,389         1996
                                10.749166           14.505515             34.95%               33,323         1995
                                10.819026           10.749166             -0.65%               12,668         1994
                                10.000000           10.819026              8.19%                  585         1993

The Dreyfus Third Century       20.101260           25.825514             28.48%               41,708         1998
Fund, Inc.                      15.742432           20.101260             27.69%               35,892         1997
                                12.829548           15.742432             22.70%               21,194         1996
                                 9.570659           12.829548             34.05%               12,292         1995
                                10.477293            9.570659             -8.65%                7,325         1994
                                10.000000           10.477293              4.77%                2,583         1993

Evergreen Income and            17.394044           17.031564             -2.08%               75,243         1998
Growth Fund (formerly           14.032960           17.394044             23.95%               63,791         1997
Evergreen Total Return          12.594984           14.032960             11.42%               65,357         1996
Fund)                           10.301799           12.594984             22.26%               60,789         1995
                                11.153183           10.301799             -7.63%               51,305         1994
                                10.000000           11.153183             11.53%               32,321         1993

Federated Bond Fund -           11.076983           11.547474              4.25%              104,392         1998
Class F
                                10.117861           11.076983              9.48%               33,538         1997
                                10.000000           10.117861              1.18%                9,873         1996

Federated High Yield Trust      10.000000            9.976102             -0.24%               49,055         1998
- - Q

Fidelity Advisor Balanced       13.150098           14.984876             13.95%               31,056         1998
Fund - Class T                  10.890814           13.150098             20.74%               13,345         1997
                                10.177458           10.890814              7.01%                2,740         1996
                                10.000000           10.177458              1.77%                    0         1995
</TABLE>



                                       17
<PAGE>   18



CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                               ACCUMULATION        ACCUMULATION           PERCENT           NUMBER OF
                                UNIT VALUE          UNIT VALUE           CHANGE IN         ACCUMULATION
                               AT BEGINNING           AT END           ACCUMULATION        UNITS AT END
           FUND                 OF PERIOD           OF PERIOD           UNIT VALUE        OF THE PERIOD       YEAR

<S>                             <C>                 <C>                   <C>                 <C>             <C> 
Fidelity Advisor Equity         14.355400           16.455574             14.63%              103,814         1998
Income Fund - Class T           11.552736           14.355400             24.26%               84,318         1997
                                10.213719           11.552736             13.11%               59,163         1996
                                10.000000           10.213719              2.14%                    0         1995

Fidelity Advisor Growth         15.224094           18.629791             22.37%              391,088         1998
Opportunities Fund -            11.997760           15.224094             26.89%              315,184         1997
Class - T                       10.325686           11.997760             16.19%              177,245         1996
                                10.000000           10.325686              3.26%                    0         1995

Fidelity Advisor High           12.767617           12.545500             -1.74%               22,247         1998
Yield Fund - Class T            11.241941           12.767617             13.57%              195,236         1997
                                10.057673           11.241941             11.77%               70,939         1996
                                10.000000           10.057673              0.58%                    0         1995

Fidelity Asset Manager          15.016191           17.206302             14.58%              240,850         1998
                                12.442308           15.016191             20.57%              244,272         1997
                                11.183603           12.442308             11.25%              244,667         1996
                                 9.589367           11.183603             16.63%              198,546         1995
                                10.415849            9.589367             -7.93%              150,536         1994
                                10.000000           10.415849              4.16%                3,292         1993

Fidelity Capital & Income       46.743425           48.330455              3.40%               24,848         1998
Fund                            41.287772           46.743425             13.21%               27,378         1997
                                37.550944           41.287772              9.95%               29,770         1996
                                32.589111           37.550944             15.23%               37,608         1995
                                34.612981           32.589111             -5.85%               47,236         1994
                                28.076548           34.612981             23.28%               59,521         1993
                                22.214568           28.076548             26.39%               67,342         1992
                                17.337275           22.214568             28.13%               73,366         1991
                                18.269034           17.337275             -5.10%              100,081         1990
                                19.118217           18.269034             -4.44%              181,935         1989

Fidelity Equity - Income        70.928467           78.774753             11.06%              216,592         1998
Fund                            55.285184           70.928467             28.30%              245,733         1997
                                46.285491           55.285184             19.44%              257,747         1996
                                35.576037           46.285491             30.10%              263,736         1995
                                35.955883           35.576037             -1.06%              306,544         1994
                                30.029661           35.955883             19.73%              305,774         1993
                                26.531856           30.029661             13.18%              285,928         1992
                                20.772673           26.531856             27.72%              294,858         1991
                                24.479712           20.772673            -15.14%              330,860         1990
                                20.898784           24.479712             17.13%              408,022         1989
</TABLE>




                                       18
<PAGE>   19



CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                               ACCUMULATION        ACCUMULATION           PERCENT           NUMBER OF
                                UNIT VALUE          UNIT VALUE           CHANGE IN         ACCUMULATION
                               AT BEGINNING           AT END           ACCUMULATION        UNITS AT END
           FUND                 OF PERIOD           OF PERIOD           UNIT VALUE        OF THE PERIOD       YEAR

<S>                             <C>                <C>                   <C>                 <C>             <C> 
Fidelity Magellan(R) Fund        22.253917          29.350937             31.89%              775,189         1998
                                 17.810611          22.253917             24.95%              655,202         1997
                                 16.158074          17.810611             10.23%                6,562         1996
                                 11.964387          16.158074             35.05%               63,859         1995
                                 12.346838          11.964387             -3.10%               07,064         1994
                                 10.000000          12.346838             23.47%                9,100         1993

Fidelity Puritan Fund            19.778111          22.760633             15.08%              631,678         1998
                                 16.377974          19.778111             20.76%               99,590         1997
                                 14.410892          16.377974             13.65%               75,617         1996
                                 12.020413          14.410892             19.89%               01,466         1995
                                 11.972512          12.020413              0.40%               61,179         1994
                                 10.000000          11.972512             19.73%                4,320         1993

Fidelity VIP High                25.310146          23.899779             -5.57%                5,077         1998
Income Portfolio                 21.793257          25.310146             16.14%                0,793         1997
                                 19.364421          21.793257             12.54%                2,382         1996
                                 16.267014          19.364421             19.04%                2,970         1995
                                 16.739460          16.267014             -2.82%                4,151         1994
                                 14.073333          16.739460             18.94%                2,931         1993
                                 11.587552          14.073333             21.45%                2,842         1992
                                 10.000000          11.587552             15.88%                0,365         1991

Franklin Mutual Series           10.000000           9.868029             -1.32%               18,848         1998
Fund, Inc. - Mutual Series
Fund: Class A - Q

INVESCO Dynamics Fund - Q        10.000000          10.504025              5.04%                    0         1998(1)

Janus Fund                       14.640570          20.070038             37.09%              303,830         1998
                                 12.087447          14.640570             21.12%               35,485         1997
                                 10.239338          12.087447             18.05%               33,123         1996
                                 10.000000          10.239338              2.39%                    0         1995

Janus Twenty Fund                18.897600          32.342568             71.15%              507,576         1998
                                 14.762398          18.897600             28.01%               12,701         1997
                                 11.699046          14.762398             26.18%               30,288         1996
                                  8.701036          11.699046             34.46%                6,594         1995
                                  9.451097           8.701036             -7.94%                6,135         1994
                                 10.000000           9.451097             -5.49%                1,020         1993

Janus Worldwide Fund             12.268712          15.241714             24.23%              459,107         1998
                                 10.317427          12.268712             18.91%               23,968         1997
                                 10.000000          10.317427              3.17%                5,099         1996
</TABLE>





                                       19
<PAGE>   20



CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                               ACCUMULATION        ACCUMULATION           PERCENT           NUMBER OF
                                UNIT VALUE          UNIT VALUE           CHANGE IN         ACCUMULATION
                               AT BEGINNING           AT END           ACCUMULATION        UNITS AT END
           FUND                 OF PERIOD           OF PERIOD           UNIT VALUE        OF THE PERIOD       YEAR

<S>                              <C>                <C>                    <C>               <C>             <C>  
Lazard Small Cap Portfolio       10.000000          10.448830              4.49%                   45         1998(1)
- - Open Shares - Q

MFS(R) World                     36.509244          37.527462              2.79%               19,990         1998
Governments Fund - Q             36.879814          36.509244             -1.00%                0,631         1997
                                 35.454983          36.879814              4.02%                8,013         1996
                                 31.104159          35.454983             13.99%                4,015         1995
                                 33.728667          31.104159             -7.78%                9,642         1994
                                 28.864451          33.728667             16.85%                5,016         1993
                                 28.856612          28.864451              0.03%               48,580         1992
                                 25.777493          28.856612             11.94%               39,397         1991
                                 22.152081          25.777493             16.37%               44,525         1990
                                 20.902197          22.152081              5.98%               44,572         1989

Nationwide(R) Bond Fund - Q      40.827520          43.667785              6.96%               36,470         1998
                                 37.842928          40.827520              7.89%               41,735         1997
                                 37.782872          37.842928              0.16%               42,476         1996
                                 30.832258          37.782872             22.54%               38,843         1995
                                 33.991130          30.832258             -9.29%               35,282         1994
                                 31.104546          33.991130              9.28%               35,392         1993
                                 29.186916          31.104546              6.57%               21,409         1992
                                 25.300143          29.186916             15.36%               18,724         1991
                                 23.686756          25.300143              6.81%               16,600         1990
                                 21.674206          23.686756              9.29%               20,519         1989

Nationwide(R) Fund - Q           97.524886         125.467347              28.65%              59,155         1998
                                 70.764576          97.524886              37.82%              45,672         1997
                                 57.857937          70.764576              22.31%              34,681         1996
                                 45.095466          57.857937              28.30%              30,473         1995
                                 45.422888          45.095466              -0.72%              32,311         1994
                                 43.104048          45.422888               5.38%              32,770         1993
                                 42.418147          43.104048               1.62%              30,648         1992
                                 33.001868          42.418147              28.53%              28,864         1991
                                 33.337339          33.001868              -1.01%              27,869         1990
                                 25.242361          33.337339              32.07%              26,210         1989
</TABLE>                         





                                       20
<PAGE>   21



CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                               ACCUMULATION        ACCUMULATION           PERCENT           NUMBER OF
                                UNIT VALUE          UNIT VALUE           CHANGE IN         ACCUMULATION
                               AT BEGINNING           AT END           ACCUMULATION        UNITS AT END
           FUND                 OF PERIOD           OF PERIOD           UNIT VALUE        OF THE PERIOD       YEAR

<S>                             <C>                <C>                     <C>               <C>              <C> 
Nationwide(R) Growth            93.947252          121.157545              21.14%                 218         1998
Fund - Q                        75.405663           93.947252              24.59%              46,513         1997
                                65.471148           75.405663              15.17%              48,441         1996
                                51.535806           65.471148              27.04%              48,841         1995
                                51.458079           51.535806               0.15%              48,009         1994
                                46.832151           51.458079               9.88%              48,190         1993
                                44.639577           46.832151               4.91%              48,853         1992
                                33.241418           44.639577              34.29%              42,168         1991
                                36.439953           33.241418              -8.78%              43,789         1990
                                32.118373           36.439953              13.46%              53,223         1989

Nationwide(R) Money             20.316392           21.071063               3.71%             503,152         1998
                                19.580907           20.316392               3.76%             325,458         1997
Market Fund - Prime Shares      18.898613           19.580907               3.61%             327,248         1996
                                18.146709           18.898613               4.14%             424,693         1995
                                17.721943           18.146709               2.40%             326,464         1994
                                17.504831           17.721943               1.24%             294,859         1993
                                17.183173           17.504831               1.87%             303,845         1992
                                16.480790           17.183173               4.26%             450,748         1991
                                15.478296           16.480790               6.48%             548,549         1990
                                14.401492           15.478296               7.48%             568,349         1989

Nationwide S&P 500(R) Index     10.000000           10.015679               0.16%                   0         1998(1)
Fund - Class R - Q

Nationwide(R)                   11.156351           11.915504               6.80%              43,459         1998
Intermediate U.S.               10.324818           11.156351               8.05%               6,737         1997
Government Bond Fund
                                10.124709           10.324818               1.98%               6,372         1996
                                10.000000           10.124709               1.25%                   0         1995

Neuberger Berman Equity         10.000000            9.266508              -7.33%              67,525         1998
Trust(R) Neuberger Berman
Genesis Trust - Q

Neuberger Berman                17.024633           17.198573               1.02%             436,072         1998
Guardian Fund                   14.625126           17.024633              16.41%             448,443         1997
                                12.571028           14.625126              16.34%             357,346         1996
                                 9.640402           12.571028              30.40%             139,046         1995
                                10.000000            9.640402              -3.60%              25,549         1994
</TABLE>






                                       21
<PAGE>   22




CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                               ACCUMULATION        ACCUMULATION           PERCENT           NUMBER OF
                                UNIT VALUE          UNIT VALUE           CHANGE IN         ACCUMULATION
                               AT BEGINNING           AT END           ACCUMULATION        UNITS AT END
           FUND                 OF PERIOD           OF PERIOD           UNIT VALUE        OF THE PERIOD       YEAR

<S>                             <C>                 <C>                   <C>                <C>             <C> 
Neuberger Berman                11.672986           12.056542               3.29%              81,393         1998
Limited Maturity Bond           11.068501           11.672986               5.46%              67,262         1997
Fund                            10.735070           11.068501               3.11%              74,163         1996
                                 9.833352           10.735070               9.17%              91,976         1995
                                 9.995028            9.833352              -1.62%              89,231         1994
                                10.000000            9.995028              -0.05%                 423         1993

Neuberger Berman                23.764888           24.928856               4.90%             374,224         1998
Partners Fund                   18.631249           23.764888              27.55%             312,513         1997
                                14.924653           18.631249              24.84%             222,551         1996
                                11.183371           14.924653              33.45%              73,504         1995
                                11.548721           11.183371              -3.16%              38,329         1994
                                10.000000           11.548721              15.49%               9,926         1993

Oppenheimer Global Fund/VA      21.669822           24.105920              11.24%             301,407         1998
                                18.022572           21.669822              20.24%             262,844         1997
                                15.538850           18.022572              15.98%             228,413         1996
                                13.503390           15.538850              15.07%             160,871         1995
                                14.119303           13.503390              -4.36%              87,590         1994
                                10.000000           14.119303              41.19%               5,128         1993

Phoenix Balanced Fund           14.235004           16.652539              16.98%              47,793         1998
Series                          12.187868           14.235004              16.80%              46,629         1997
                                11.373217           12.187868               7.16%              43,659         1996
                                 9.338434           11.373217              21.79%              23,786         1995
                                10.000000            9.338434              -6.62%               9,028         1994

Prestige Balanced Fund - Q      10.000000           10.034647               0.35%                   0         1998(1)

Prestige International          10.000000           10.035113               0.35%                 181         1998(1)
Fund - Q

Prestige Large Cap Growth       10.000000           10.084070               0.84%                   0         1998(1)
Fund - Q

Prestige Large Cap Value        10.000000           10.229636               2.30%                   0         1998(1)
Fund - Q

Prestige Small Cap Fund - Q     10.000000           10.359298               3.59%                  45         1998(1)

Strong Common Stock Fund,       10.000000           10.418119               4.18%                   0         1998(1)
Inc. - Q

Strong Total Return             20.549313           26.782090              30.33%              75,602         1998
Fund, Inc.                      16.766964           20.549313              22.56%              78,495         1997
                                14.893186           16.766964              12.58%              63,801         1996
                                11.881033           14.893186              25.35%              41,291         1995
                                12.205201           11.881033              -2.66%              19,727         1994
                                10.000000           12.205201              22.05%               3,939         1993

Templeton Foreign               13.604014           12.770793              -6.12%             318,666         1998
Fund - Class A                  12.923758           13.604014               5.26%             354,769         1997
                                11.097523           12.923758              16.46%             266,477         1996
                                10.000000           11.097523              10.98%              69,083         1995
</TABLE>




                                       22
<PAGE>   23


<TABLE>
<CAPTION>
                               ACCUMULATION        ACCUMULATION           PERCENT           NUMBER OF
                                UNIT VALUE          UNIT VALUE           CHANGE IN         ACCUMULATION
                               AT BEGINNING           AT END           ACCUMULATION        UNITS AT END
           FUND                 OF PERIOD           OF PERIOD           UNIT VALUE        OF THE PERIOD       YEAR

<S>                             <C>                 <C>                    <C>               <C>             <C> 
Warburg Pincus Emerging         14.140391           14.769496               4.45%             338,034         1998
Growth Fund                     11.814248           14.140391              19.69%             316,835         1997
                                10.895016           11.814248               8.44%             250,912         1996
                                10.000000           10.895016               8.95%                   0         1995

Warburg Pincus Global           10.000000           10.651516               6.52%              14,079         1998(1)
Fixed Income Fund - Q
</TABLE>

(1)  The INVESCO Dynamics fund, Lazard Small Cap Portfolio - Open Shares,
     Nationwide S&P 500(R) Index Fund - Class R, Prestige Balanced Fund,
     Prestige International Fund, Prestige Large Cap Growth Fund, Prestige Large
     Cap Value Fund, Prestige Small Cap Fund, and Strong Common Stock Fund, Inc.
     were added to the variable account November 2, 1998. Consequently, the
     condensed financial information reflects the reporting period from November
     2, 1998 to December 31, 1998.







                                       23
<PAGE>   24




NATIONWIDE LIFE INSURANCE COMPANY

Nationwide is a stock life insurance company organized under Ohio law in March,
1929, 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.

NATIONWIDE ADVISORY SERVICES, INC.

The contracts are distributed by the general distributor, Nationwide Advisory
Services, Inc. ("NAS"), Three Nationwide Plaza, Columbus, Ohio 43215. NAS is a
wholly owned subsidiary of Nationwide.

INVESTING IN THE CONTRACT

THE VARIABLE ACCOUNT AND UNDERLYING MUTUAL FUNDS

Nationwide Variable Account is a separate account that invests in the underlying
mutual funds listed in Appendix A. Nationwide established the separate account
on March 3, 1976, 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 are not chargeable with liabilities
incurred in any other business of Nationwide. Nationwide is obligated to pay all
amounts promised to contract owners under the contracts.

The variable account is divided into sub-accounts. Nationwide uses the assets of
each sub-account to buy shares of the underlying mutual funds based on contract
owner instructions. There are two sub-accounts for each underlying mutual fund.
One sub-account contains shares attributable to accumulation units under
Non-Qualified contracts. The other contains shares attributable to accumulation
units under Individual Retirement Accounts, Roth IRAs, SEP IRAs, Tax Sheltered
Annuities, and Qualified contracts.

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.

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. Contract 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.

Voting Rights

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

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



                                       24
<PAGE>   25

The number of shares which a contract 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.

For contracts issued after January 1, 1993, the underlying mutual fund options
offered are also available to the general public. (Based on Nationwide's
marketing plan for the contracts, Nationwide does not anticipate any
disadvantages to this.) There is, however, a possibility that a material
conflict may arise between those with interests in the contracts, the variable
account and the various individuals and entities holding shares of the funds. A
conflict may occur due to a number of reasons, including a change in law
affecting the operations of variable annuity separate accounts or differences in
the voting instructions of the owners and others maintaining a voting interest
in the underlying mutual funds. In the event of conflict, Nationwide will take
any steps necessary to protect those with interests in the contracts.

Substitution of Securities

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

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

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

No substitution, elimination, or combination of shares may take place without
the prior 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. The general account is not subject
to the same laws as the variable account and the SEC has not reviewed material
in this prospectus relating to the fixed account. However, information relating
to the fixed account is subject to federal securities laws relating to accuracy
and completeness of prospectus disclosure.

Purchase payments will be allocated to the fixed account by election of the
contract owner.

The investment income earned by the fixed account will be allocated to the
contracts at varying guaranteed interest rate(s) depending on the following
categories of fixed account allocations: 

   o   New Money Rate - The rate credited on the fixed account allocation when
       the contract is purchased or when subsequent purchase payments are made.
       Subsequent purchase payments may receive different New Money Rates than
       the rate when the contract was issued, since the New Money Rate is
       subject to change based on market conditions.

   o   Variable Account to Fixed Rate - Allocations transferred from any of the



                                       25
<PAGE>   26

       underlying investment options in the variable account to the fixed
       account may receive a different rate. The rate may be lower than the New
       Money Rate. There may be limits on the amount and frequency of movements
       from the variable account to the fixed account. 

   o   Renewal Rate - The rate available for maturing fixed account allocations
       which are entering a new guarantee period. The contract owner will be
       notified of this rate in a letter issued with the quarterly statements
       when any of the money in the contract owner's fixed account matures. At
       that time, the contract owner will have an opportunity to leave the money
       in the fixed account and receive the Renewal Rate or the contract owner
       can move the money to any of the other underlying mutual fund options.

   o   Dollar Cost Averaging Rate - From time to time, Nationwide may offer a
       more favorable rate for an initial purchase payment into a new contract
       when used in conjunction with a Dollar Cost Averaging program.

All of these rates are subject to change on a daily basis; however, once applied
to the fixed account, the interest rates are guaranteed until the end of the
calendar quarter during the 12 month anniversary in which the fixed account
allocation occurs.

Credited interest rates are annualized rates - the effective yield of interest
over a one-year period. Interest is credited to each contract on a daily basis.
As a result, the credited interest rate is compounded daily to achieve the
stated effective yield.

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.

Nationwide guarantees that the fixed account contract value will not be less
than the amount of the purchase payments allocated to the fixed account, plus
interest credited as described above, less any applicable charges including
CDSC.

STANDARD CHARGES AND DEDUCTIONS

MORTALITY RISK CHARGE

Nationwide deducts a Mortality Risk Charge from the variable account. This
amount is computed on a daily basis, and is equal to an annual rate of 0.80% of
the daily net assets of the variable account. By guaranteeing the contract's
annuity rate, Nationwide assumes the Mortality Risk. These guarantees cannot
change regardless of the death rates of persons receiving annuity payments or of
the general population. Nationwide expects to generate a profit from this
charge.

EXPENSE RISK CHARGE

Nationwide deducts an Expense Risk Charge from the variable account. This amount
is computed on a daily basis, and is equal to an annual rate of 0.45% (0.50% for
contracts issued prior to January 1, 1993) of the daily net assets of the
variable account. By guaranteeing the contract's annuity rate, Nationwide
assumes the Expense Risk. These guarantees cannot change regardless of its
annual expenses. Nationwide expects to generate profit from this charge.

CONTINGENT DEFERRED SALES CHARGE ("CDSC")

No deduction for a sales charge is made from the purchase payments for this
contract. However, if any part of the contract value of such contracts is
surrendered, Nationwide will, with certain exceptions, deduct a CDSC (see
"Elimination of CDSC"). The CDSC will not exceed the lesser of 7% of purchase
payments surrendered.

The CDSC, when it is applicable, will be used to cover expenses relating to the
sale of the contract, including commissions paid to sales personnel, the costs
of preparation of sales literature and other promotional activity. Nationwide
attempts to recover its distribution costs relating to the sale of the contract
from the CDSC. Any shortfall will be made up from the general account of
Nationwide, which may indirectly include portions of the Mortality Risk Charge
and Expense Risk Charge since Nationwide expects to generate a profit through




                                       26
<PAGE>   27

these charges. Gross distribution allowances which may be paid on the sale of
these contracts are not more than 5.25% of the purchase payments.

If part or all of the contract value is surrendered, a CDSC will be deducted by
Nationwide. For purposes of the CDSC, surrenders under a contract come first
from the purchase payments which have been on deposit under the contract for the
longest time period. (For tax purposes, a surrender is usually treated as a
withdrawal of earnings first.)

For contracts issued on or after January 1, 1993, the CDSC will apply in the
amounts set forth below. In no event will any CDSC be made against any values
which have been held under the contract for at least 84 months, or to
commencement of an annuity payout under contracts which have been in effect for
at least two years or upon the death of the annuitant.

<TABLE>
<CAPTION>
 NUMBER OF YEARS FROM DATE OF       CDSC PERCENTAGE
       PURCHASE PAYMENT

<S>                                        <C>
               0                           7%

               1                           6%

               2                           5%

               3                           4%

               4                           3%

               5                           2%

               6                           1%

               7                           0%
</TABLE>

Starting with the second year after a purchase payment has been made under the
contract, 10% of that purchase payment may be withdrawn each year without
imposition of the CDSC. This free withdrawal privilege is non-cumulative and
will not exceed 10% of the purchase payment in any year. The CDSC is waived: 

   a)  for first year withdrawals of up to 10% of purchase payments for
       Individual Retirement Account rollover contracts; or

   b)  for any amount withdrawn from this contract in order to meet minimum
       distribution requirements under the Internal Revenue Code.

Withdrawals may be restricted for contracts issued pursuant to the terms of a
Qualified Plan. No sales charges are deducted on redemption proceeds that are
transferred to the fixed account option of this annuity. The contract owner may
be subject to a tax penalty if withdrawals are taken prior to age 59-1/2.

For contracts issued before January 1, 1993 a CDSC will be deducted by
Nationwide equal to 5% of the lesser of the total of all purchase payments made
within 96 months prior to the date of the request for surrender, or the amount
surrendered. In no event will any CDSC be made against any values which have
been held under the contract for at least 96 months. Certain partial surrenders
may be requested for which no CDSC will be assessed. For any purchase payments
made, the contract owner (or annuitant, if applicable) may, after the first year
from the date of each such purchase payment, withdraw without a CDSC, up to 5%
of that purchase payment for each year that the purchase payment has remained on
deposit (less the amount of such purchase payment previously surrendered free of
charge).

ELIMINATION OF CDSC

For contracts sold pursuant to Qualified Plans established on or after January
1, 1993, as described in Section 401 of the Code, SEP-IRA contracts sold on or
after January 1, 1993, and Roth IRAs, Nationwide will waive the CDSC when: 

   1)  the plan participant experiences a case of hardship (as defined for
       purposes of Internal Revenue Code Section 401(k));

   2)  the plan participant becomes disabled (within the meaning of Internal
       Revenue Code Section 72(m)(7));

   3)  the plan participant attains age 59-1/2 and has participated in the
       contract for at least 5 years, as determined from the contract
       anniversary date;

   4)  the plan participant has participated in the contract for at least 15
       years as determined from the contract anniversary date;

   5)  the plan participant dies; or

   6)  the plan participant annuitizes after 2 years in the contract.

For Individual Retirement Accounts, Nationwide will waive the CDSC when:



                                       27
<PAGE>   28

   1)  the designated annuitant dies; or

   2)  the contract owner annuitizes after 2 years in the contract.

When a contract is exchanged for another contract issued by Nationwide or any of
its affiliate insurance companies, of the type and class which Nationwide
determined is eligible for such exchange, Nationwide will waive the CDSC on the
first contract.

In no event will elimination of the CDSC be permitted where such elimination
would be unfairly discriminatory to any person, or where it is prohibited by
law.

CONTRACT MAINTENANCE CHARGE

Each year on the contract anniversary (and on the date of surrender in any year
in which the entire contract value is surrendered), Nationwide deducts a
Contract Maintenance Charge of $30 from the contract value. This charge
reimburses Nationwide for administrative expenses relating to the issuance and
maintenance of the contract. For contracts issued pursuant to Qualified Plans
described in Section 401 of the Internal Revenue Code, established on or after
January 1, 1993 and SEP-IRA contracts established on or after January 1, 1993
and before August 1, 1994, the Contract Maintenance Charge varies from $30 to
$0. Underwriting considerations include the size of the group, the average
participant account balance transferred to Nationwide, if any, and
administrative savings. For contracts issued to Qualified Plans described in
Section 401 of the Code and SEP-IRA contracts established on or after August 1,
1994, the Contract Maintenance Charge varies from $12 to $0. Variances are based
on internal underwriting guidelines. The Contract Maintenance Charge will be
allocated between the fixed account and variable account in the same percentages
as the purchase payment investment allocations are to the fixed account and
variable account.

ADMINISTRATION CHARGE

Nationwide deducts an Administration Charge from the variable account. This
amount is computed on a daily basis, and is equal to an annual rate of 0.05% of
the daily net assets of the variable account for contracts issued after January
1, 1993. The Administration Charge is designed only to reimburse Nationwide for
administrative expenses. Nationwide will monitor this charge to ensure that it
does not exceed annual administration expenses.

PREMIUM TAXES

Nationwide will charge against the contract value any premium taxes levied by a
state or other government entity. Premium tax rates currently range from 0% to
3.5%. This range is subject to change. The method used to assess premium tax
will be determined by Nationwide at its sole discretion in compliance with state
law.

If applicable, Nationwide will deduct premium taxes from the contract either at:

   (1) the time the contract is surrendered;

   (2) annuitization; or

   (3) such other date as Nationwide becomes subject to premium taxes.

Premium taxes may be deducted from death benefit proceeds.

CONTRACT OWNERSHIP

The contract owner has all rights under the contract, including the right to
designate and change any designations of the contract owner, annuitant,
contingent annuitant, beneficiary, contingent beneficiary, annuity payment
option, and annuity commencement date. Contract rights may be exercised by the
annuitant if the contract owner has authorized the annuitant to exercise such
rights. Purchasers who name someone other than themselves as the contract owner
will have no rights under the contract.

Contract owners of Non-Qualified contracts may name a new contract owner at any
time before the annuitization date. Any change of contract owner automatically
revokes any prior contract owner designation. Changes in contract ownership may
result in federal income taxation and may be subject to state and federal gift
taxes.

A change in contract ownership must be submitted in writing and recorded at
Nationwide's home office. Once recorded, the change will be effective as of the
date signed. However, the change will not affect any payments made or 




                                       28
<PAGE>   29

actions taken by Nationwide before it was recorded.

The contract owner may also request a change in the annuitant, contingent
annuitant, beneficiary, or contingent beneficiary before the annuitization date.
These changes must be:

   o   on a Nationwide form;

   o   signed by the contract owner; and

   o   received at Nationwide's home office before the annuitization date.

Nationwide must review and approve any change requests. If the contract owner is
not a natural person and there is a change of the annuitant, distributions will
be made as if the contract owner died at the time of the change.

ANNUITANT

The annuitant is the person designated to receive annuity payments during
annuitization of the contract and upon whose continuation of life any annuity
payment involving life contingencies depends. This person must be age 78 or
younger at the time of contract issuance, unless Nationwide approves a request
for an annuitant of greater age. The annuitant may be changed prior to the
annuitization date with the consent of Nationwide.

Although not the contract owner, the annuitant may exercise contract rights if
authorized by the holder of the contract (an Individual Retirement Account or
Qualified Plan trustee(s)).

BENEFICIARY AND CONTINGENT BENEFICIARY

The beneficiary is the person(s) who is entitled to the death benefit if the
annuitant dies before the annuitization date and there is no joint owner. The
contract owner can name more than one beneficiary. Multiple beneficiaries will
share the death benefit equally, unless otherwise specified.

If no beneficiary(ies) survive the annuitant, the contingent beneficiaries
receive the death benefit. Contingent beneficiaries will share the death benefit
equally, unless otherwise specified.

If no beneficiaries or contingent beneficiaries survive the annuitant, the
contract owner or the last surviving contract owner's estate will receive the
death benefit.

The contract owner may change the beneficiary or contingent beneficiary during
the annuitant's lifetime by submitting a written request to Nationwide. Once
recorded, the change will be effective as of the date it was signed, whether or
not the annuitant was living at the time it was recorded. The change will not
affect any action taken by Nationwide before the change was recorded.

OPERATION OF THE CONTRACT

The cumulative total of all purchase payments under contracts on the life of any
one annuitant cannot exceed $1,000,000 without Nationwide's prior consent.

PRICING

Initial purchase payments allocated to sub-accounts will be priced at the
accumulation unit value determined no later than 2 business days after receipt
of an order to purchase if the application and all necessary information are
complete. If the application is not complete, Nationwide may retain a purchase
payment for up to 5 business days while attempting to complete it. If the
application is not completed within 5 business days, the prospective purchaser
will be informed of the reason for the delay. The purchase payment will be
returned unless the prospective purchaser specifically allows Nationwide to hold
the purchase payment until the application is completed.

Subsequent purchase payments will be priced based on the next available
accumulation unit value after the payment is received.

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

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

Nationwide also will not price purchase payments if:

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



                                       29
<PAGE>   30

   (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,
contract value may be affected since the contract owner would not have access to
their account.

ALLOCATION OF PURCHASE PAYMENTS

Nationwide allocates purchase payments to the sub-accounts and the fixed account
as instructed by the contract owner. Shares of the underlying mutual funds
allocated to the sub-accounts are purchased at net asset value, then converted
into accumulation units. Contract owners can change allocations or make
exchanges among the sub-accounts or the fixed account. However, no change may be
made that would result in an amount less than 1% of the purchase payments being
allocated to any sub-account for any contract owner. Certain transactions may be
subject to conditions imposed by the underlying mutual funds, as well as those
set forth in the contract.

DETERMINING THE CONTRACT VALUE

The contract value is:

   1)  the value of amounts allocated to the sub-accounts of the variable
       account; and

   2)  amounts allocated to the fixed account.

If part or all of the contract value is surrendered, or charges are assessed
against the whole contract value, Nationwide will deduct a proportionate amount
from each sub-account and the fixed account based on current cash values.

Determining Variable Account Value - Valuing an Accumulation Unit

Purchase payments or transfers allocated to sub-accounts are accounted for in
accumulation units. Accumulation unit values (for each sub-account) are
determined by calculating the net investment factor for the underlying mutual
funds for the current valuation period and multiplying that result with the
accumulation unit values determined on the previous valuation period.

Nationwide uses the net investment factor as a way to calculate the investment
performance of a sub-account from valuation period to valuation period. For each
sub-account, the net investment factor shows the investment performance of the
underlying mutual fund in which a particular sub-account invests, including the
charges assessed against that sub-account for a valuation period.

The net investment factor for any particular sub-account is determined by
dividing (a) by (b), and then subtracting (c) from the result, where 

   (a) is:

       (1)  the net asset value of the underlying mutual fund 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 of the underlying mutual fund determined as of the
       end of the preceding valuation period.

   (c) is a factor representing the daily variable account charges. The factor
       is equal to an annual rate of 1.30% of the daily net assets of the
       variable account.

Based on the net investment factor, the value of an accumulation unit may
increase or decrease. Changes in the net investment factor may not be directly
proportional to changes in the net asset value of the underlying mutual fund
shares because of the deduction of variable account charges.

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.





                                       30
<PAGE>   31



Determining Fixed Account Value

Nationwide determines the value of the fixed account by:

   1)  adding all amounts allocated to the fixed account, minus amounts
       previously transferred or withdrawn; and

   2)  adding any interest earned on the amounts allocated.

TRANSFERS

Transfers from the Fixed Account to the Variable Account

Fixed account allocations may be transferred to the variable account only upon
reaching the end of an Interest Rate Guarantee Period. Normally, Nationwide will
permit 100% of such fixed account allocations to be transferred to the variable
account; however Nationwide may, under certain economic conditions and at its
discretion, limit the maximum transferable amount. Under no circumstances will
the maximum transferable amount be less than 10% of the fixed account allocation
reaching the end of an Interest Rate Guarantee Period. Transfers of the fixed
account allocations must be made within 45 days after reaching the end of an
Interest Rate Guarantee Period.

Contract owners who use Dollar Cost Averaging may transfer from the fixed
account to the variable account under the terms of that program (see "Dollar
Cost Averaging").

Transfers to the Fixed Account

Variable account allocations may be transferred to the fixed account at any
time. Normally, Nationwide will not restrict transfers from the variable account
to the fixed account; however, Nationwide may establish a maximum transfer limit
from the variable account to the fixed account. Except as noted below, under no
circumstances will the transfer limit be less than 10% of the current value of
the variable account, less any transfers made in the 12 months preceding the
date the transfer is requested, but not including transfers made prior to the
imposition of the transfer limit. However, where permitted by state law,
Nationwide reserves the right to refuse transfers or purchase payments to the
fixed account from the variable account when the fixed account value is greater
than or equal to 30% of the contract value at the time the purchase payment is
made or the transfer is requested. 

Amounts transferred to the variable account will receive the accumulation unit
value next determined after the transfer request is received.

After annuitization, transfers may only be made on the anniversary of the
annuitization date.

Transfer Requests

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

For transfers involving the variable account, Nationwide determines contract
value as of the date the completed transfer request is received.

Interest Rate Guarantee Period

The interest rate guarantee period is the period of time that the fixed account
interest rate is guaranteed to remain the same. Within 45 days of the end of an
interest rate guarantee period, transfers may be made from the fixed account to
the variable account. Nationwide will determine the amount that may be
transferred and will declare this amount at the end of the guarantee period.
This amount will not be less than 10% of the amount in the fixed account that is
maturing.

For new purchase payments allocated to the fixed account, or transfers to the
fixed account from the variable account this period begins on the date of
deposit or transfer and ends on the one year anniversary of the deposit or
transfer. The guaranteed interest rate period may last for up to 3 months beyond
the 1 year anniversary because guaranteed terms end on the last day of a
calendar quarter.

During an interest rate guarantee period, transfers cannot be made from the
fixed account, 



                                       31
<PAGE>   32

and amounts transferred to the fixed account must remain on deposit.

Market Timing Firms

Some contract 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 or exchange requests on
behalf of multiple contract 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 contract owners not using market
timing firms. To avoid this, Nationwide may modify transfer and exchange rights
of contract owners who use market timing firms (or other third parties) to
transfer or exchange funds on their behalf.

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

To protect contract owners, Nationwide may refuse exchange and transfer
requests:

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

   o   submitted on behalf of individual contract 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 contract owner at the
       same time.

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

RIGHT TO REVOKE

Contract owners have a ten day "free look" to examine the contract. The contract
may be returned to Nationwide's home office for any reason within ten days of
receipt and Nationwide will refund the contract value or another amount required
by law. The refunded contract value will reflect the deduction of any contract
charges, unless otherwise required by law. All IRA and Roth IRA refunds will be
a return of purchase payments. State and/or federal law may provide additional
free look privileges.

Liability of the variable account under this provision is limited to the
contract value in each sub-account on the date of revocation. Any additional
amounts refunded to the contract owner will be paid by Nationwide.

SURRENDER (REDEMPTION)

Contract owners may surrender some or all of their contract value before the
earlier of the annuitization date or the annuitant's death. Surrender requests
must be in writing and Nationwide may require additional information. When
taking a full surrender, the contract must accompany the written request.
Nationwide may require a signature guarantee.

Nationwide will pay any amount surrendered from the sub-accounts within 7 days.
However, Nationwide may suspend or postpone payment when it is unable to price a
purchase payment or transfer.

Partial Surrenders (Partial Redemption)

Nationwide will surrender accumulation units from the sub-accounts and an amount
from the fixed account. The amount withdrawn from each investment option will be
in proportion to the value in each option at the time of the surrender request.

A CDSC may apply. The contract owner may direct Nationwide to deduct the CDSC
either from:

   a)  the amount requested; or

   b)  the contract value remaining after the contract owner has received the
       amount requested.

If the contract owner does not make a specific election, any applicable CDSC
will be taken from the contract value remaining after the contract owner has
received the amount requested.



                                       32
<PAGE>   33

Full Surrenders (Full Redemptions)

The contract value upon full surrender may be more or less than the total of all
purchase payments made to the contract. The contract value will reflect variable
account charges, contract maintenance charge underlying mutual fund charges and
the investment performance of the underlying mutual funds. A CDSC may apply.

SURRENDERS UNDER A QUALIFIED PLAN

The contract surrender provisions may be modified pursuant to the plan terms and
Internal Revenue Code provisions when the contract is issued to fund a Qualified
Plan.

LOAN PRIVILEGE

Loans are available only for contracts issued on or before January 1, 1993.

The loan privilege is ONLY available to owners of Qualified Contracts. These
contract owners can take loans from the contract value beginning 30 days after
the contract is issued up to the annuitization date. Loans are subject to the
terms of the contract, the plan, and the Internal Revenue Code. Nationwide may
modify the terms of a loan to comply with changes in applicable law.

MINIMUM & MAXIMUM LOAN AMOUNTS

Contract owners may borrow a minimum of $1000, unless Nationwide is required by
law to allow a lesser minimum amount. Each loan must individually satisfy the
contract minimum amount.

Nationwide will calculate the maximum nontaxable loan amount based upon
information provided by the participant or the employer. Loans may be taxable if
a participant has additional loans from other plans. The total of all
outstanding loans must not exceed the following limits:

<TABLE>
<CAPTION>
                 CONTRACT     MAXIMUM OUTSTANDING LOAN
                 VALUES       BALANCE ALLOWED

<S>              <C>          <C>  
NON-ERISA PLANS  up to        up to 80% of contract
                 $20,000      value (not more than
                              $10,000)

                 $20,000      up to 50% of contract
                 and over     value (not more than
                              $50,000*)

ERISA PLANS      All          up to 50% of contract
                              value (not more than
                              $50,000*)
</TABLE>

* The $50,000 limits will be reduced by the highest outstanding balance owed
  during the previous 12 months.

LOAN PROCESSING FEE

Nationwide may charge a Loan Processing Fee at the time each new loan is
processed. If assessed it compensates Nationwide for expenses related to
administering and processing loans. Loans are not available in all states. In
addition, some states may not allow Nationwide to assess a Loan Processing Fee.

HOW LOAN REQUESTS ARE PROCESSED

All loans are made from the collateral fixed account. Nationwide transfers
accumulation units in proportion to the assets in each sub-account to the
collateral fixed account until the requested amount is reached. If there are not
enough accumulation units available in the contract to reach the requested loan
amount, Nationwide next transfers contract value from the fixed account. No CDSC
will be deducted on transfers related to loan processing.

INTEREST

The outstanding loan balance in the collateral fixed account is credited with
interest until the loan is repaid in full. The interest rate will be 2.25% less
than the loan interest rate fixed by Nationwide. It is guaranteed never to fall
below 3.0%.

Specific loan terms are disclosed at the time of loan application or issuance.

LOAN REPAYMENT

Loans must be repaid in five years. However, if the loan is used to purchase the
contract owner's principal residence, the contract owner has 15 years to repay
the loan.



                                       33
<PAGE>   34

Contract owners must identify loan repayments as loan repayments or they will be
treated as purchase payments and will not reduce the outstanding loan. Payments
must be substantially level and made at least quarterly.

Loan repayments will consist of principal and interest in amounts set forth in
the loan agreement. Repayments are allocated to the sub-accounts in accordance
with the contract, unless Nationwide and the contract owner have agreed to amend
the contract at a later date on a case by case basis.

DISTRIBUTIONS & ANNUITY PAYMENTS

Distributions made from the contract while a loan is outstanding will be reduced
by the amount of the outstanding loan plus accrued interest if:

   o   the contract is surrendered;

   o   the contract owner/annuitant dies;

   o   the contract owner who is not the annuitant dies prior to annuitization;
       or

   o   annuity payments begin.

TRANSFERRING THE CONTRACT

Nationwide reserves the right to restrict any transfer of the contract while the
loan is outstanding.

GRACE PERIOD & LOAN DEFAULT

If a loan payment is not made when due, interest will continue to accrue. A
grace period may be available (please refer to the terms of the loan agreement).
If a loan payment is not made by the end of the applicable grace period, the
entire loan will be treated as a deemed distribution and will be taxable to the
borrower. This deemed distribution may also be subject to an early withdrawal
tax penalty by the Internal Revenue Service.

After default, interest will continue to accrue on the loan. Defaulted amounts,
plus interest, are deducted from the contract value when the participant is
eligible for a distribution of at least that amount. Additional loans are not
available while a previous loan is in default.

CONTRACT OWNER SERVICES

ASSET REBALANCING

Asset rebalancing is the automatic reallocation of contract values to the
sub-accounts on a predetermined percentage basis. Asset rebalancing is not
available for assets held in the fixed account. Requests for asset rebalancing
must be on a Nationwide form.

Asset rebalancing occurs every three months or on another frequency if permitted
by Nationwide. If the last day of the three-month period falls on a Saturday,
Sunday, recognized holiday, or any other day when the New York Stock Exchange is
closed, asset rebalancing will occur on the next business day.

Asset rebalancing may be subject to employer limitations or restrictions for
contracts issued to a Qualified Plan. Contract owners should consult a financial
adviser to discuss the use of asset rebalancing.

Nationwide reserves the right to stop establishing new asset rebalancing
programs. Nationwide also reserves the right to assess a processing fee for this
service.

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 certain sub-accounts and the fixed account into other
sub-accounts. Contract owners (or annuitants if authorized) may participate in
this program if their contract value is $15,000 or more. Nationwide does not
guarantee that this program will result in profit or protect contract owners
from loss.

Contract owners direct Nationwide to automatically transfer specified amounts
from the fixed account and the Money Market Fund to any other underlying mutual
fund. The minimum monthly transfer is $100.

Dollar Cost Averaging from the Fixed Account

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. A dollar cost
averaging program which transfers amounts 



                                       34
<PAGE>   35

from the fixed account to the variable account is not the same as an enhanced
rate dollar cost averaging program. Contract owner that wish to utilize dollar
cost averaging from the fixed account should first inquire as to whether any
enhanced rate dollar cost averaging programs are available.

Enhanced Rate Dollar Cost Averaging Program

Nationwide may, from time to time, offer enhanced rate dollar cost averaging
programs. Dollar cost averaging transfers for this program may only be made from
the fixed account. Such enhanced rate dollar cost averaging programs allow the
contract owner to earn a higher rate of interest on assets in the fixed account
than would normally be credited when not participating in the program. Each
enhanced interest rate is guaranteed for as long as the corresponding program is
in effect. Nationwide will process transfers until either amounts in the
enhanced rate fixed account are exhausted, or the contract owner instructs
Nationwide in writing to stop the transfers. For this program only, when a
written request to discontinue transfers is received, Nationwide will
automatically transfer the remaining amount in the enhanced rate fixed account
to the NSAT Money Market Fund.

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 contract owner instructs Nationwide in
writing to stop the transfers.

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

SYSTEMATIC WITHDRAWALS

Systematic withdrawals allow contract owners (or annuitants if authorized) to
receive a specified amount (of at least $100) on a monthly, quarterly,
semi-annual, or annual basis. Requests for systematic withdrawals and requests
to discontinue systematic withdrawals must be in writing.

The withdrawals will be taken from the sub-accounts and the fixed account
proportionately unless Nationwide is instructed otherwise. A CDSC may apply.

Nationwide will withhold federal income taxes from systematic withdrawals unless
otherwise instructed by the contract owner. The Internal Revenue Service may
impose a 10% penalty tax if the contract owner is under age 59 1/2 unless the
contract owner has made an irrevocable election of distributions of
substantially equal payments.

Nationwide reserves the right to stop establishing new systematic withdrawal
programs. Nationwide also reserves the right to assess a processing fee for this
service. Systematic withdrawals are not available before the end of the ten-day
free look period (see "Right to Revoke").

ANNUITY COMMENCEMENT DATE

The annuity commencement date is the date on which annuity payments are
scheduled to begin. The contract owner may change the annuity commencement date
before annuitization. This change must be in writing and approved by Nationwide.

ANNUITIZING THE CONTRACT

ANNUITIZATION DATE

The annuitization date is the date that annuity payments begin. It will be the
first day of a calendar month unless otherwise agreed, and must be at least 2
years after the contract is issued. If the contract is issued to fund a
Qualified Plan or Tax Sheltered Annuity plan, annuitization may occur during the
first 2 years subject to Nationwide's approval.

ANNUITIZATION

Annuitization is the period during which annuity payments are received. It is
irrevocable once payments have begun. Upon arrival of the annuitization date,
the annuitant must choose: 

   (1) an annuity payment option; and

   (2) either a fixed payment annuity, variable payment annuity, or an available
       combination.

Nationwide guarantees that each payment under a fixed payment annuity will be
the same 



                                       35
<PAGE>   36

throughout annuitization. Under a variable payment annuity, the amount of each
payment will vary with the performance of the underlying mutual funds chosen by
the contract owner.

FIXED PAYMENT ANNUITY

A fixed payment annuity is an annuity where the amount of the annuity payment
remains level.

The first payment under a fixed payment annuity is determined on the
annuitization date on an "age last birthday" basis by:

   1)  deducting applicable premium taxes from the total contract value; then

   2)  applying the contract value amount specified by the contract owner to the
       fixed payment annuity table for the annuity payment option elected.

Subsequent payments will remain level unless the annuity payment option elected
provides otherwise. Nationwide does not credit discretionary interest during
annuitization.

VARIABLE PAYMENT ANNUITY

A variable payment annuity is an annuity where the amount of the annuity
payments will vary depending on the performance of the underlying mutual funds
selected.

The first payment under a variable payment annuity is determined on the
annuitization date on an "age last birthday" basis by:

   1)  deducting applicable premium taxes from the total contract value; then

   2)  applying the contract value amount specified by the contract owner to the
       variable payment annuity table for the annuity payment option elected.

The dollar amount of the first payment is converted into a set number of annuity
units that will represent each monthly payment. This is done by dividing the
dollar amount of the first payment by the value of an annuity unit as of the
annuitization date. This number of annuity units remains fixed during
annuitization.

The second and subsequent payments are determined by multiplying the fixed
number of annuity units by the annuity unit value for the valuation period in
which the payment is due. The amount of the second and subsequent payments will
vary with the performance of the selected underlying mutual funds. Nationwide
guarantees that variations in mortality experience from assumptions used to
calculate the first payment will not affect the dollar amount of the second and
subsequent payments.

ASSUMED INVESTMENT RATE

An assumed investment rate is the percentage rate of return assumed to determine
the amount of the first payment under a variable payment annuity. Nationwide
uses the assumed investment rate of 3.5% to calculate the first annuity payment.
The assumed investment rate of 3.5% is the percentage rate of return required to
maintain level variable annuity payments. Subsequent variable annuity payments
may be more or less than the first based on whether actual investment
performance is higher or lower than the assumed investment rate of 3.5%.

VALUE OF AN ANNUITY UNIT

Annuity unit values for sub-accounts are determined by multiplying the net
investment factor for the valuation period for which the annuity unit is being
calculated by the immediately preceding valuation period's annuity unit value,
and multiplying the result by an interest factor to neutralize the assumed
investment rate of 3.5% per annum built into the variable payment annuity
purchase rate basis in the contracts.

EXCHANGES AMONG UNDERLYING MUTUAL FUNDS

Exchanges among underlying mutual funds during annuitization must be in writing.
Exchanges will occur on each anniversary of the annuitization date.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

Payments are made based on the annuity payment option selected, unless:

   o   the amount to be distributed is less than $500, in which case Nationwide
       may make one lump sum payment of the contract value; or

   o   an annuity payment would be less than $20, in which case Nationwide can
       change the frequency of payments to intervals that will 



                                       36
<PAGE>   37

       result in payments of at least $20. Payments will be made at least 
       annually.

ANNUITY PAYMENT OPTIONS

Contract owners must elect an annuity payment option before the annuitization
date. The annuity payment options are:

(1)  LIFE ANNUITY - An annuity payable periodically, but at least annually, for
     the lifetime of the annuitant. Payments will end upon the annuitant's
     death. For example, if the annuitant dies before the second annuity payment
     date, the annuitant will receive only one annuity payment. The annuitant
     will only receive two annuity payments if he or she dies before the third
     annuity payment date, and so on.

(2)  JOINT AND LAST SURVIVOR ANNUITY - An annuity payable periodically, but at
     least annually, during the joint lifetimes of the annuitant and a
     designated second individual. If one of these parties dies, payments will
     continue for the lifetime of the survivor. As is the case under option 1,
     there is no guaranteed number of payments. Payments end upon the death of
     the last surviving party, regardless of the number of payments received.

(3)  LIFE ANNUITY WITH 120 OR 240 MONTHLY PAYMENTS GUARANTEED - An annuity
     payable monthly during the lifetime of the annuitant. If the annuitant dies
     before all of the guaranteed payments have been made, payments will
     continue to the end of the guaranteed period and will be paid to a designee
     chosen by the annuitant at the time the annuity payment option was elected.

     The designee may elect to receive the present value of the remaining
     guaranteed payments in a lump sum. The present value will be computed as of
     the date Nationwide receives the notice of the annuitant's death.

Not all of the annuity payment options may be available in all states. Contract
owners may request other options before the annuitization date. These options
are subject to Nationwide's approval.

No distribution for Non-Qualified contracts will be made until an annuity
payment option has been elected. Qualified contracts, IRAs, SEP IRAs and Tax
Sheltered Annuities are subject to the "minimum distribution" requirements set
forth in the plan, contract, and the Internal Revenue Code.

DEATH BENEFITS

DEATH OF CONTRACT OWNER

If the contract owner and the annuitant are not the same person and the contract
owner dies prior to the annuitization date, then the annuitant becomes the
contract owner. In such event, the entire interest in the contract value, less
any applicable deductions (which may include a CDSC), must be distributed in
accordance with the appropriate "Required Distributions" section.

DEATH OF ANNUITANT

If the contract owner and annuitant are not the same person, and the annuitant
dies prior to the annuitization date, then the contingent annuitant becomes the
annuitant and no death benefit is payable. In the event there is no living
contingent annuitant, then, upon the annuitant's death, a death benefit will be
payable to the beneficiary, the contingent beneficiary, the contract owner, or
the contract owner's estate, as specified in the "beneficiary" section.

DEATH OF CONTRACT OWNER/ANNUITANT

If any contract owner and the annuitant are the same person, and such person
dies before the annuitization date, a death benefit will be payable to the
beneficiary, contingent beneficiary, or the last surviving contract owner's
estate, as specified in the "Beneficiary" section and in accordance with the
appropriate "Required Distributions" section.

HOW THE DEATH BENEFIT VALUE IS DETERMINED

The beneficiary may elect to receive the death benefit:

   (1) in a lump sum;

   (2) as an annuity; or

   (3) in any other manner permitted by law and approved by Nationwide.



                                       37
<PAGE>   38

The beneficiary must notify Nationwide of this election within 60 days of the
annuitant's death.

If the annuitant dies after the annuitization date, any benefit that may be
payable will be paid according to the selected annuity payment option

The death benefit value is determined as of the date Nationwide receives:

   (1) proper proof of the annuitant's death;

   (2) an election specifying the distribution method; and

   (3) any state required form(s).

DEATH BENEFIT PAYMENT

For contracts issued on or after the later of May 1, 1998 or a date on which
state insurance authorities approve applicable contract modifications: 

   o   If the annuitant dies on or after his or her 75th birthday and prior to
       the annuitization date, the dollar amount of the death benefit will be
       equal to the contract value, if the contract owner has:

       1)   requested an annuity commencement date later than the first day of
            the calendar month after the annuitant's 75th birthday; and

       2)   Nationwide approved the request.

   o   If the annuitant dies prior to his or her 75th birthday and prior to the
       annuitization date, the dollar amount of the death benefit will be the
       greater of: 

       1)   the contract value; or

       2)   the sum of all purchase payments, less an adjustment for amounts
            surrendered.

   The adjustment for amounts surrendered will reduce item (2) above in the same
   proportion that the contract value was reduced on the date(s) of the partial
   surrender(s).

For contracts issued prior to May 1, 1998 or a date prior to approval of
applicable contract modifications by state insurance authorities: 

   o   If the annuitant dies on or after his or her 75th birthday and prior to
       the annuitization date, the dollar amount of the death benefit will be
       equal to the contract value, if the contract owner has:

       1)   requested an annuity commencement date later than the first day of
            the calendar month after the annuitant's 75th birthday; and

       2)   Nationwide approved the request.

   o   If the annuitant dies prior to his or her 75th birthday and prior to the
       annuitization date, the dollar amount of the death benefit will be the
       greater of:

       1)   the contract value; or

       2)   the sum of all purchase payments, less any amounts surrendered.

REQUIRED DISTRIBUTIONS

REQUIRED DISTRIBUTIONS FOR QUALIFIED PLANS

Distributions from Qualified Contracts will be made according to the Minimum
Distribution and Incidental Benefit ("MDIB") provisions of Section 401(a)(9) of
the Internal Revenue Code. Distributions will be made to the annuitant according
to the selected annuity payment option over a period not longer than: 

   a)  the life of the annuitant or the joint lives of the annuitant and the
       annuitant's designated beneficiary; or

   b)  a period not longer than the life expectancy of the annuitant or the
       joint life expectancies of the annuitant and the annuitant's designated
       beneficiary.

Required distributions do not have to be withdrawn from this contract if they
are being withdrawn from another Tax Sheltered Annuity of the annuitant.

If the annuitant's entire interest in a Qualified Plan or Tax Sheltered Annuity
will be distributed in equal or substantially equal payments over a period
described in a) or b), the payments will begin on the required beginning date.
The required beginning date is the later of: 

   a)  April 1 of the calendar year following the calendar year in which the
       annuitant reaches age 70-1/2; or 




                                       38
<PAGE>   39

   b)  the annuitant's retirement date.

Provision b) does not apply to any employee who is a 5% owner (as defined in
Section 416 of the Internal Revenue Code) with respect to the plan year ending
in the calendar year when the employee attains the age of 70-1/2.

Distributions commencing on the required distribution date must satisfy MDIB
provisions set forth in the Internal Revenue Code. Those provisions require that
distribution cannot be less than the amount determined by dividing the
annuitant's interest in the Tax Sheltered Annuity by the end of the previous
calendar year by:

   a)  the annuitant's life expectancy, or if applicable;

   b)  the joint and survivor life expectancy of the annuitant and the
       annuitant's beneficiary.

The life expectancies and joint life expectancies are determined by reference to
Treasury Regulation 1.72-9.

If the annuitant dies before distributions begin, the interest in the Qualified
Contract or Tax Sheltered Annuity must be distributed by December 31 of the
calendar year in which the fifth anniversary of the annuitant's death occurs
unless: 

   a)  the annuitant names his or her surviving spouse as the beneficiary and
       the spouse chooses to receive distribution of the contract in
       substantially equal payments over his or her life (or a period not longer
       than his or her life expectancy) and beginning no later than December 31
       of the year in which the annuitant would have attained age 70-1/2; or

   b)  the annuitant names a beneficiary other than his or her surviving spouse
       and the beneficiary elects to receive distribution of the contract in
       substantially equal payments over his or her life (or a period not longer
       than his or her life expectancy) beginning no later than December 31 of
       the year following the year in which the annuitant dies.

If the annuitant dies after distributions have begun, distributions must
continue at least as rapidly as under the schedule used before the annuitant's
death.

If distribution requirements are not met, a penalty tax of 50% is levied on the
difference between the amount that should have been distributed for that year
and the amount that actually was distributed for that year.

REQUIRED DISTRIBUTIONS FOR INDIVIDUAL RETIREMENT ACCOUNTS

Distributions from an Individual Retirement Annuity or SEP IRA must begin no
later than April 1 of the calendar year following the calendar year in which the
contract owner reaches age 70-1/2. Distribution may be paid in a lump sum or in
substantially equal payments over: 

   a)  the contract owner's life or the lives of the contract owner and his or
       her spouse or designated beneficiary; or

   b)  a period not longer than the life expectancy of the contract owner or the
       joint life expectancy of the contract owner and the contract owner's
       designated beneficiary.

If the contract owner dies before distributions begin, the interest in the
Individual Retirement Annuity or SEP IRA must be distributed by December 31 of
the calendar year in which the fifth anniversary of the contract owner's death
occurs, unless:

   a)  the contract owner names his or her surviving spouse as the beneficiary
       and such spouse chooses to:

       1)   treat the contract as an Individual Retirement Annuity or SEP IRA
            established for his or her benefit; or

       2)   receive distribution of the contract in substantially equal payments
            over his or her life (or a period not longer than his or her life
            expectancy) and beginning no later than December 31 of the year in
            which the contract owner would have reached age 70-1/2; or

   b)  the contract owner names a beneficiary other than his or her surviving
       spouse and such beneficiary elects to receive a 



                                       39
<PAGE>   40

       distribution of the contract in substantially equal payments over his or
       her life (or a period not longer than his or her life expectancy)
       beginning no later than December 31 of the year following the year of the
       contract owner's death.

Required distributions do not have to be withdrawn from this contract if they
are being withdrawn from another Individual Retirement Annuity, SEP IRA or
Individual Retirement Account of the contract owner.

If the contract owner dies after distributions have begun, distributions must
continue at least as rapidly as under the schedule being used before the
contract owner's death. However, a surviving spouse who is the beneficiary under
the annuity payment option may treat the contract as his or her own, in the same
manner as is described in section (a)(i) of this provision.

If distribution requirements are not met, a penalty tax of 50% is levied on the
difference between the amount that should have been distributed for that year
and the amount that actually was distributed for that year.

A portion of each distribution will be included in the recipient's gross income
and taxed at ordinary income tax rates. The portion of a distribution which is
taxable is based on the ratio between the amount by which non-deductible
purchase payments exceed prior non-taxable distributions and total account
balances at the time of the distribution. The owner of an Individual Retirement
Annuity or SEP IRA must annually report the amount of non-deductible purchase
payments, the amount of any distribution, the amount by which non-deductible
purchase payments for all years exceed non-taxable distributions for all years,
and the total balance of all Individual Retirement Annuities.

Individual Retirement Annuity or SEP IRA distributions will not receive the
favorable tax treatment of a lump sum distribution from a Qualified Plan. If the
contract owner dies before the entire interest in the contract has been
distributed, the balance will also be included in his or her gross estate.

REQUIRED DISTRIBUTIONS FOR ROTH IRAs

The rules for Roth IRAs do not require distributions to begin during the
contract owner's lifetime.

When the contract owner dies, the interest in the Roth IRA must be distributed
by December 31 of the calendar year in which the fifth anniversary of his or her
death occurs, unless:

   a)  the contract owner names his or her surviving spouse as the beneficiary
       and the spouse chooses to:

       1)   treat the contract as a Roth IRA established for his or her benefit;
            or

       2)   receive distribution of the contract in substantially equal payments
            over his or her life (or a period not longer than his or her life
            expectancy) and beginning no later than December 31 of the year
            following the year in which the contract owner would have reached
            age 70-1/2; or

   b)  the contract owner names a beneficiary other than his or her surviving
       spouse and the beneficiary chooses to receive distribution of the
       contract in substantially equal payments over his or her life (or a
       period not longer than his or her life expectancy) beginning no later
       than December 31 of the year following the year in which the contract
       owner dies.

Distributions from Roth IRAs may be either taxable or nontaxable, depending upon
whether they are "qualified distributions" or "non-qualified distributions" (see
"Federal Tax Considerations").

FEDERAL TAX CONSIDERATIONS

FEDERAL INCOME TAXES

Contract owners should consult a financial consultant, legal counsel or tax
adviser to discuss in detail the taxation and the use of the contracts.

Nationwide does not guarantee the tax status of the contracts or any
transactions involving the contracts.



                                       40
<PAGE>   41

Section 72 of the Internal Revenue Code governs federal income taxation of
annuities in general. That section sets forth different rules for: (1)
Individual Retirement Annuities and Individual Retirement Accounts; (2) Roth
IRAs; (3) SEP IRAs; (4) Qualified contracts; (5) Tax Sheltered Annuities; and
(6) Non-Qualified contracts. Each type of annuity is discussed below.

Individual Retirement Annuities, SEP IRAs and Individual Retirement Accounts

Distributions from Individual Retirement Annuities, SEP IRAs and contracts owned
by Individual Retirement Accounts are generally taxed when received. The
excludable portion of each payment is based on the ratio between the amount by
which non-deductible purchase payments to all the contracts exceeds prior
non-taxable distributions from the contracts, and the total account balances in
the contracts at the time of the distribution. The owner of these Individual
Retirement Annuities or SEP IRAs, or the annuitant under contracts held by
Individual Retirement Accounts must annually report to the Internal Revenue
Service: 

   o   the amount of nondeductible purchase payments;

   o   the amount of any distributions;

   o   the amount by which nondeductible purchase payments for all years exceed
       non-taxable distributions for all years; and

   o   the total balance in all Individual Retirement Annuities, SEP IRAs and
       Individual Retirement Accounts.

Roth IRAs

Distributions of earnings from Roth IRAs are taxable or nontaxable, depending
upon whether they are "qualified distributions" or "non-qualified
distributions." A "qualified distribution" is one that satisfies the five-year
rule and meets one of the following requirements: 

   (i)   it is made on or after the date on which the contract owner attains age
         59-1/2;

   (ii)  it is made to a beneficiary (or the contract owner's estate) on or
         after the death of the contract owner;

   (iii) it is attributable to the contract owner's disability; or

   (iv)  it is a qualified first-time homebuyer distribution (as defined in
         Section 72(t)(2)(F) of the Internal Revenue Code).

If the Roth IRA does not have any qualified rollover contributions from a
retirement plan other than a Roth IRA (or income allocable thereto), the five
year rule is satisfied if the distribution is not made within the five year
period beginning with the first contribution to the Roth IRA. If the Roth IRA
contains qualified rollover contributions from a retirement plan other than a
Roth IRA (or income allocable thereto), the five year rule is satisfied if the
distribution is not made within the five taxable year period commencing with the
taxable year in which the qualified rollover contribution was made.

A non-qualified distribution is any distribution that is not a qualified
distribution.

A qualified distribution is not included in gross income for federal income tax
purposes. A non-qualified distribution is not includible in gross income to the
extent that the distribution, when added to all previous distributions, does not
exceed that total amount of contributions made to the Roth IRA. Any
non-qualified distribution in excess of the aggregate amount of contributions
will be included in the contract owner's gross income in the year that is
distributed to the contract owner.

Taxable distributions will not receive the same favorable tax treatment of a
lump sum distribution from a Qualified Plan. If the contract owner dies before
the contract is completely distributed, the balance will also be included in the
contract owner's gross estate for tax purposes.

A change of the annuitant or contingent annuitant may be treated by the Internal
Revenue Service as a taxable transaction.




                                       41
<PAGE>   42



QUALIFIED PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS

The contracts may be purchased as Qualified Plans (contracts issued on or before
January 1, 1993), Individual Retirement Accounts (funded after January 1, 1993),
and other plans receiving favorable tax treatment.

Contract owners looking for information on eligibility, limitations on
permissible amounts of purchase payments, and the tax consequences of
distributions from Qualified Plans, SEP IRAs, Individual Retirement Annuities
and Tax Sheltered Annuities should contact a qualified adviser. The terms of
each plan may limit the rights available under the contracts.

Section 403(b)(1)(E) of the Internal Revenue Code requires a contract issued as
a Tax Sheltered Annuity to limit purchase payments for any year to an amount
that does not exceed the limit set forth in Section 402(g) of the Internal
Revenue Code. This limit is increased from time to time to reflect increases in
the cost of living. This limit may be reduced by deposits, contributions or
payments made to another Tax Sheltered Annuity or other plan, contract or
arrangement by or on behalf of the contract owner.

The Internal Revenue Code allows most distributions from Qualified Plans to be
rolled into other Qualified Plans, SEP IRAs or Individual Retirement Annuities.
Most distributions from Tax Sheltered Annuities may be rolled into another Tax
Sheltered Annuity, Individual Retirement Annuity, SEP IRA or an Individual
Retirement Account. Distributions that may NOT be rolled over are those that
are:

   a)  one of a series of substantially equal annual (or more frequent) payments
       made:

       1)   over the life (or life expectancy) of the contract owner;

       2)   over the joint lives (or joint life expectancies) of the contract
            owner and the contract owner's designated beneficiary;

       3)   for a specified period of ten years or more; or

   b)  a required minimum distribution.

Any distribution that is eligible for rollover will be subject to federal tax
withholding of 20% if the distribution is not rolled into an appropriate plan as
described above.

The contracts are available for Qualified Plans electing to comply with Section
404(c) of ERISA. It is the plan's responsibility to determine and satisfy the
requirements of 404(c).

Individual Retirement Accounts, SEP IRAs and Individual Retirement Annuities may
not provide life insurance benefits. If the death benefit exceeds the greater of
the contract's cash value or the sum of all purchase payments (less any
surrenders), the contract could be considered life insurance. Consequently, the
Internal Revenue Service could determine that the Individual Retirement Account,
SEP IRA or Individual Retirement Annuity does not qualify for the desired tax
treatment.

INDIVIDUAL RETIREMENT ACCOUNTS

The Internal Revenue Service issued a ruling on September 25, 1981 that
Individual Retirement Annuities could not be established using variable annuity
contracts that allocated assets to separate accounts of life insurance
companies, if the separate account purchased shares of publicly available mutual
funds. The owner of such a contract is treated as the owner of the underlying
mutual fund shares purchased and is taxed on any dividends accruing or
recognized gains.

It is possible to establish an Individual Retirement Account funded with such a
variable annuity contract, by depositing the funds in a trust or custodial
account which qualifies under Section 408 of the Internal Revenue Code, and
having the trustee or custodian purchase the contract. Such an Individual
Retirement Account is subject to rules which are comparable to those which apply
to Individual Retirement Annuities. The trustee or custodian is treated as the
owner of the underlying mutual fund shares, and the individual establishing the
account is taxed in the manner described in "Required Distributions For
Individual Retirement Accounts."




                                       42
<PAGE>   43

ROTH IRAs

The contract may be purchased as a Roth IRA. For detailed information on
purchasing and holding this contract as a Roth IRA, the contract owner should
contact a financial adviser.

The Internal Revenue Code allows distributions from Individual Retirement
Accounts and Individual Retirement Annuities to be rolled into Roth IRAs. The
rollovers are subject to federal income tax as distributions from the Individual
Retirement Account or Individual Retirement Annuity.

For rollovers from Individual Retirement Annuities and Individual Retirement
Accounts, all of the income from the rollover will be required to be included in
income in the year of the rollover distribution from the Individual Retirement
Account or Individual Retirement Annuity.

A distribution from a Roth IRA that contains the proceeds of a rollover from an
Individual Retirement Account or Individual Retirement Annuity within the
preceding five years could be subject to a 10% penalty, even if the distribution
is not taxable. In addition, if the rollover from the Individual Retirement
Account or Individual Retirement Annuity was made in 1998, and the income from
that rollover was included in income ratably over a four year period, a
distribution from the Roth IRA within four years of the rollover may result in
the loss of all or a portion of the four year spread, subjecting to the amount
deferred under the four year election to current taxation.


WITHHOLDING

Pre-death distributions from the contracts are subject to federal income tax.
Nationwide will withhold the tax from the distributions unless the contract
owner requests otherwise. Contract owners may not waive withholding if the
distribution is subject to mandatory back-up withholding (if no mandatory
taxpayer identification number is given or if the Internal Revenue Service
notifies Nationwide that mandatory back-up withholding is required) or if it is
an eligible rollover distribution. Mandatory back-up withholding rates are 31%
of income that is distributed.

FEDERAL ESTATE, GIFT, AND GENERATION SKIPPING TRANSFER TAXES

The following transfers may be considered a gift for federal gift tax purposes:

   o   a transfer of the contract from one contract owner to another; or

   o   a distribution to someone other than a contract owner.

Upon the contract owner's death, the value of the contract may be subject to
estate taxes, even if all or a portion of the value is also subject to federal
income taxes.

Section 2612 of the Internal Revenue Code may require Nationwide to determine
whether a death benefit or other distribution is a "direct skip" and the amount
of the resulting generation skipping transfer tax, if any. A direct skip is when
property is transferred to, or a death benefit or other distribution is made to:

   a)  an individual who is two or more generations younger than the contract
       owner; or

   b)  certain trusts, as described in Section 2613 of the Internal Revenue Code
       (generally, trusts that have no beneficiaries who are not 2 or more
       generations younger than the contract owner).

If the contract owner is not an individual, then for this purpose ONLY,
"contract owner" refers to any person: 

   o   who would be required to include the contract, death benefit,
       distribution, or other payment in his or her federal gross estate at his
       or her death; or

   o   who is required to report the transfer of the contract, death benefit,
       distribution, or other payment for federal gift tax purposes.

If a transfer is a direct skip, Nationwide will deduct the amount of the
transfer tax from the death benefit, distribution or other payment, and remit it
directly to the Internal Revenue Service.



                                       43
<PAGE>   44



STATEMENTS AND REPORTS

Nationwide will mail contract owners (or annuitants if authorized) all
statements and reports required by law. Therefore, contract owners should
promptly notify Nationwide of any address change.

These mailings will contain:

   o   statements showing the contract's quarterly activity;

   o   confirmation statements showing transactions that affect the contract's
       value. Confirmation statements will not be sent for recurring
       transactions (i.e., Dollar Cost Averaging or salary reduction programs).
       Instead, confirmation of recurring transactions will appear in the
       contract's quarterly statements; and

   o   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.

Contract owners should review statements and confirmations carefully. All errors
or corrections must be reported to Nationwide immediately to assure proper
crediting to the contract. Unless Nationwide is notified within 30 days of
receipt of the statement, Nationwide will assume statements and confirmation
statements are correct.

YEAR 2000 COMPLIANCE ISSUES

Nationwide has developed and implemented a plan to address issues related to the
Year 2000. The problem relates to many existing computer systems using only two
digits to identify a year in a date field. These systems were designed and
developed without considering the impact of the upcoming change in the century.
If not corrected, many computer systems could fail or create erroneous results
when processing information dated after December 31, 1999. Like many
organizations, Nationwide is required to renovate or replace many computer
systems so that the systems will function properly after December 31, 1999.

Nationwide has completed an inventory and assessment of all computer systems and
has implemented a plan to renovate or replace all applications that were
identified as not Year 2000 compliant. Nationwide has renovated all applications
that required renovation. Testing of the renovated programs included running
each application in a Year 2000 environment and was completed as planned during
1998. For applications being replaced, Nationwide had all replacement systems in
place and functioning as planned by year-end 1998. Conversions of existing
traditional life policies will continue through second quarter, 1999. In
addition, the shareholder services system that support our mutual fund products
will be fully deployed in the first quarter of 1999.

Nationwide has completed an inventory and assessment of all vendor products and
has tested and certified that each vendor product is Year 2000 compliant. Any
vendor products that could not be certified as Year 2000 compliant were replaced
or eliminated in 1998.

Nationwide has also addressed issues associated with the exchange of electronic
data with external organizations. Nationwide has completed an inventory and
assessment of all business partners including electronic interfaces. Processes
have been put in place and programs initiated to process data irrespective of
the format by converting non-compliant data into a Year 2000 compliant format.

Systems supporting Nationwide's infrastructure such as telecommunications, voice
and networks will be compliant by March 1999. Nationwide's assessment of Year
2000 issues has also included non-information technology systems with embedded
computer chips. Nationwide's building systems such as fire, security, elevators
and escalators supporting facilities in Columbus, Ohio have been tested and are
Year 2000 compliant.

In addition to resolving internal Year 2000 readiness issues, Nationwide is
surveying significant external organizations (business partners) to assess if
they will be Year 2000 




                                       44
<PAGE>   45

compliant and be in a position to do business in the Year 2000 and beyond.
Specifically, Nationwide has contacted mutual fund organizations that provide
funds for our variable annuity and life products. The same action will continue
during the first quarter of 1999 with wholesale producers. Nationwide continues
its efforts to identify external risk factors and is planning to develop
contingency plans as part of its ongoing risk management strategy.

Operating expenses in 1998 and 1997 included approximately $44.7 million and
$45.4 million, respectively, for technology projects, including costs related to
Year 2000. Nationwide anticipates spending approximately $5 million on Year 2000
activities in 1999. These expenses do not have an effect on the assets of the
variable account and are not charged through to the contract owner.

Management does not anticipate that the completion of Year 2000 renovation and
replacement activities will result in a reduction in operating expenses. Rather,
personnel and resources currently allocated to Year 2000 issues will be assigned
to other technology-related projects.

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.

The general distributor, Nationwide Advisory Services, Inc. is not engaged in
any litigation of any material nature.

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 February 1997, Nationwide was named as a defendant in a lawsuit filed in New
York state court related to the sale of whole life policies on a "vanishing
premium" basis (John H. Snyder v. Nationwide Life Insurance Company). In April
1998, Nationwide was named as a defendant in a lawsuit filed in Ohio state court
similar to the Snyder case (David and Joan Mishler v. Nationwide Life Insurance
Company). In August 1998, Nationwide Mutual Insurance Company and Nationwide and
the plaintiffs executed a stipulation of settlement and submitted it to the New
York state court for approval. On August 20, 1998, the court in the Snyder case
signed an order preliminarily approving a class for settlement purposes (which
would include the Mishler case) and scheduled a fairness hearing for December
17, 1998. At the hearing, the court reviewed the fairness and reasonableness of
the proposed settlement and issued a final order and judgment. The approved
settlement provides for dismissal of both the Snyder and Mishler cases, bars
class members from pursuing litigation against Nationwide Mutual Insurance
Company and its affiliates, including Nationwide and its subsidiaries, relating
to the allegations in the Snyder case, and provides class members with a
potential value of approximately $100 million in policy adjustments, discounted
premiums and discounted products.

In November 1997, two plaintiffs, one who was the owner of a variable life
insurance policy and the other who was the owner of a variable annuity contract,
commenced a lawsuit in a federal court in Texas against Nationwide and the
American Century group of defendants (Robert Young and David D. Distad v.
Nationwide Life Insurance Company et al.). In this lawsuit, plaintiffs seek to
represent a class of variable life insurance policy 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, Nationwide and
American Century's motions to dismiss the complaint. The remaining claims
against Nationwide allege securities fraud, common law fraud, civil 




                                       45
<PAGE>   46

conspiracy and breach of contract. On December 2, 1998, the district court
issued an order denying plaintiffs' motion for class certification. On December
10, 1998, the district court stayed the lawsuit pending plaintiffs' petition to
the federal appeals court for interlocutory review of the order denying class
certification. On December 14, 1998, plaintiffs filed their petition for
interlocutory review, on which the federal appeals court has not yet ruled.
Nationwide intends to defend the case vigorously.

On October 29, 1998, Nationwide and certain of its subsidiaries were 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). The
plaintiff in such lawsuit seeks to represent a national class of Nationwide's
customers and seeks unspecified compensatory and punitive damages. Nationwide
currently is evaluating this lawsuit, which has not been certified as a class.
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.

ADVERTISING AND SUB-ACCOUNT PERFORMANCE SUMMARY

A "yield" and "effective yield" may be advertised for Money Market Fund. "Yield"
is a measure of the net dividend and interest income earned over a specific
seven-day period (which period will be stated in the advertisement) expressed as
a percentage of the offering price of the Money Market Fund's units. Yield is an
annualized figure, which means that it is assumed that the Money Market Fund
generates the same level of net income over a 52-week period. The "effective
yield" is calculated similarly but includes the effect of assumed compounding,
calculated under rules prescribed by the SEC. The effective yield will be
slightly higher than yield due to this compounding effect. 

Nationwide may advertise the performance of a sub-account in relation to the
performance of other variable annuity sub-accounts, underlying mutual fund
options with similar or different objectives, or the investment industry as a
whole. Other investments to which the sub-accounts may be compared include, but
are not limited to: 

   o   precious metals;
   o   real estate;
   o   stocks and bonds;
   o   closed-end funds;
   o   bank money market deposit accounts and passbook savings;
   o   CDs; and
   o   the Consumer Price Index.

Market Indexes

The sub-accounts will be compared to certain market indexes, such as:

   o   S&P 500;
   o   Shearson/Lehman Intermediate Government/Corporate Bond Index;
   o   Shearson/Lehman Long-Term Government/Corporate Bond Index;
   o   Donoghue Money Fund Average;
   o   U.S. Treasury Note Index;
   o   Bank Rate Monitor National Index of 2-1/2 Year CD Rates; and
   o   Dow Jones Industrial Average.

Tracking & Rating Services; Publications

Nationwide's rankings and ratings are sometimes published by other services,
such as:

   o   Lipper Analytical Services, Inc.;
   o   CDA/Wiesenberger;
   o   Morningstar;
   o   Donoghue's;
   o   magazines such as:
       --   Money;
       --   Forbes;
       --   Kiplinger's Personal Finance Magazine;
       --   Financial World;
       --   Consumer Reports;
       --   Business Week;
       --   Time;




                                       46
<PAGE>   47

       --   Newsweek;
       --   National Underwriter; and
       --   News and World Report;

   o   LIMRA;
   o   Value;
   o   Best's Agent Guide;
   o   Western Annuity Guide;
   o   Comparative Annuity Reports;
   o   Wall Street Journal;
   o   Barron's;
   o   Investor's Daily;
   o   Standard & Poor's Outlook; and
   o   Variable Annuity Research & Data Service (The VARDS Report).

These rating services and publications rank the underlying mutual funds'
performance against other funds. These rankings may or may not include the
effects of sales charges or other fees.

Financial Rating Services

Nationwide is also ranked and rated by independent financial rating services,
among which are Moody's, Standard & Poor's and A.M. Best Company. Nationwide may
advertise these ratings. These ratings reflect Nationwide's financial strength
or claims-paying ability. The ratings are not intended to reflect the investment
experience or financial strength of the variable account.

Some Nationwide advertisements and endorsements may include lists of
organizations, individuals or other parties that recommend Nationwide or the
contract. Furthermore, Nationwide may occasionally advertise comparisons of
currently taxable and tax deferred investment programs, based on selected tax
brackets, or discussions of alternative investment vehicles and general economic
conditions.

Historical Performance of the Sub-Accounts

Nationwide will advertise historical performance of the sub-accounts. Nationwide
may advertise for the sub-account's standardized "average annual total return,"
calculated in a manner prescribed by the SEC, and nonstandardized "total
return." Average annual total return shows the percentage rate of return of a
hypothetical initial investment of $1,000 for the most recent one, five and ten
year periods (or for a period covering the time the underlying mutual fund has
been available in the variable account if it has not been available for one of
the prescribed periods). This calculation reflects the standard 7-year CDSC
schedule and the deduction of all charges that could be made to the contracts,
except for premium taxes, which may be imposed by certain states.

Nonstandardized "total return," calculated similar to standardized "average
annual total return," shows the percentage rate of return of a hypothetical
initial investment of $10,000 for the most recent one, five and ten year periods
(or for a period covering the time the underlying mutual fund has been in
existence). For those underlying mutual funds which have not been available for
one of the prescribed periods, the nonstandardized total return illustrations
will show the investment performance the underlying mutual funds would have
achieved (reduced by the same charges except the CDSC) had they been available
in the variable account for one of the periods. The CDSC is not reflected
because the contracts are designed for long term investment. The CDSC, if
reflected, would decrease the level of performance shown. An initial investment
of $10,000 is assumed because that amount is closer to the size of a typical
contract than $1,000, which was used in calculating the standardized average
annual total return.

The standardized average annual total return and nonstandardized total return
quotations are calculated using data for the period ended December 31, 1998.
However, Nationwide generally provides performance information more frequently.
Information relating to performance of the sub-accounts is based on historical
earnings and does not represent or guarantee future results.




                                       47
<PAGE>   48



UNDERLYING MUTUAL FUND PERFORMANCE SUMMARY

NON-STANDARDIZED TOTAL RETURN

<TABLE>
<CAPTION>
                                                                                   10 Years To
                                                 1 Year To        5 Years To       12/31/98 or      Date Fund
            Sub-Account Options                  12/31/98          12/31/98       Life of Fund      Effective

<S>                                                <C>               <C>              <C>           <C> 
American Century: Short-Term Government             4.36%              3.52%            4.71%       12/15/82
(formerly Benham Short-Term Government)                                                         
                                                                                                
American Century: Income & Growth                  25.68%             22.07%           19.92%       12/17/90
                                                                                                
American Century: Growth (formerly                 34.69%             17.43%           17.03%       10/31/58
Twentieth Century Growth)                                                                       
                                                                                                
American Century: International Growth             17.16%              9.95%           12.99%       05/01/91
(formerly Twentieth Century International                                                       
Growth)                                                                                         
                                                                                                
American Century: Ultra (formerly Twentieth        32.50%             18.33%           22.30%       11/02/81
Century Ultra)                                                                                  
                                                                                                
Delchester Fund-Institutional Class                -3.15%              5.04%            7.62%       08/20/70
                                                                                                
Dreyfus A Bonds Plus, Inc.                          1.05%              3.79%            7.08%       06/25/76
                                                                                                
Dreyfus Appreciation Fund, Inc.                    28.85%             22.78%           16.82%       01/31/84
                                                                                                
Dreyfus Balanced Fund, Inc.                         7.96%             11.62%           11.00%       09/30/92
                                                                                                
Dreyfus S & P 500 Index Fund                       26.12%             21.54%           15.43%       01/02/90
                                                                                                
Dreyfus Third Century Fund, Inc.                   28.18%             19.52%           15.11%       03/29/72
                                                                                                
Evergreen Income and Growth Fund                   -2.38%              8.57%            8.91%       08/31/78
                                                                                                
Federated Bond Fund - Class F                       3.95%              5.81%            8.25%       05/20/87
                                                                                                
Federated High Yield Trust                         -0.42%              6.81%            8.69%       08/23/84
                                                                                                
Fidelity Advisor Balanced Fund - Class T           13.65%              8.92%           11.75%       01/31/87
                                                                                                
Fidelity Advisor Equity Income Fund -              14.33%             17.00%           17.45%       09/30/92
Class T                                                                                               
                                                                                                
Fidelity Advisor Growth Opportunities Fund         22.07%             18.95%           18.45%       11/30/87
- - Class T                                                                                       
                                                                                                
Fidelity Advisor High Yield Fund - Class T         -2.04%              7.12%           11.27%       01/31/87
                                                                                                
Fidelity Asset Manager(TM)                         14.28%             10.28%           12.21%       12/28/88
                                                                                                
Fidelity Equity-Income Fund                        10.76%             16.74%           13.99%       05/16/66
                                                                                                
Fidelity Magellan(R) Fund                          31.59%             18.66%           18.14%       05/02/63
                                                                                                
Fidelity Puritan Fund                              14.78%             13.46%           13.08%       04/16/47
                                                                                                
Franklin Mutual Series Fund, Inc. -                -1.59%             13.75%           12.54%       01/31/68
Mutual Shares Fund: Class A                                                                            
                                                                                                
INVESCO Dynamics Fund                              21.36%             17.21%           18.24%   
                                                                                                
Janus Fund                                         36.79%             19.32%           18.70%       12/31/85
                                                                                                
Janus Twenty Fund                                  70.85%             27.64%           23.79%       04/26/85
                                                                                                
Janus Worldwide Fund                               23.93%             17.56%           18.95%       05/15/91
                                                                                                
Lazard Small Cap Portfolio - Open Shares          -14.79%              0.98%            6.34%   
                                                                                                
MFS(R)World Governments Fund                        2.49%              1.86%            5.81%       02/25/81
                                                                                                
Nationwide(R) Bond Fund                             6.66%              4.85%            6.95%       03/01/80
                                                                                                
Nationwide(R) Fund                                 28.35%             22.29%           17.18%       05/30/33
                                                                                                
Nationwide(R) Growth Fund                          21.84%             17.15%           13.36%       02/27/61
                                                                                                
Nationwide(R) Money Market Fund - Prime Shares      3.41%              3.24%            3.57%       03/01/80
                                                                                                
Nationwide(R) Intermediate U.S. Government          6.50%              5.28%            5.65%       02/28/92
Bond Fund                                                                                       
                                                                                                
Nationwide S&P 500(R) Index Fund - Class R           N/A                N/A              N/A        10/30/98(1)
</TABLE>      




                                       48
<PAGE>   49

NON-STANDARDIZED TOTAL RETURN (CONTINUED)

<TABLE>
<CAPTION>
                                                                                   10 Years To
                                                 1 Year To        5 Years To       12/31/98 or      Date Fund
            Sub-Account Options                  12/31/98          12/31/98       Life of Fund      Effective

<S>                                                <C>              <C>              <C>           <C> 
Neuberger Berman Equity Trust(R) - Neuberger      -8.49%            13.59%           12.45%         09/26/88
Berman Genesis Trust

Neuberger Berman Guardian Fund, Inc.               0.72%            11.88%           13.22%         06/01/50

Neuberger Berman Limited Maturity Bond Fund        2.99%             3.54%            5.32%         06/09/86

Neuberger Berman Partners Fund, Inc.               4.60%            16.40%           14.51%         07/16/68

Oppenheimer Global Fund/VA                        10.94%            11.02%           12.64%         12/08/69

Phoenix Balanced Fund Series                      16.68%            10.66%           11.49%         01/30/81

Prestige Balanced Fund - Class A                    N/A               N/A              N/A          11/02/98(1)

Prestige International Fund - Class A               N/A               N/A              N/A          11/02/98(1)

Prestige Large Cap Growth Fund - Class A            N/A               N/A              N/A          11/02/98(1)

Prestige Large Cap Value Fund - Class A             N/A               N/A              N/A          11/02/98(1)

Prestige Small Cap Fund - Fund Class A              N/A               N/A              N/A          11/02/98(1)

Strong Common Stock Fund                          15.78%            16.52%           19.21%         12/29/89

Strong Total Return Fund, Inc.                    30.03%            16.76%           12.17%         12/30/81

Templeton Foreign Fund - Class A                  -6.42%             4.33%            8.90%         10/05/82

Warburg Pincus Emerging Growth Fund                4.15%            13.50%           14.83%         01/31/88

Warburg Pincus Global Fixed Income Fund            6.71%             4.30%            6.34%         11/01/90
</TABLE>





STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

<TABLE>
<CAPTION>
                                                                                   10 Years or
                                                                                    Date Fund
                                                                                  Available in      Date Fund
                                                                                    Variable        Added to
                                                 1 Year To        5 Years To         Account        Variable
            Sub-Account Options                  12/31/98          12/31/98        To 12/31/98       Account

<S>                                                <C>               <C>              <C>           <C> 
American Century: Short-Term Government           -5.34%             0.27%            2.32%         04/30/84
(formerly Benham Short-Term Government)

American Century: Income & Growth                 15.98%              N/A            23.95%         10/31/96

American Century: Growth (formerly                24.99%            14.65%           15.49%         01/28/83
Twentieth Century Growth)

American Century: International Growth             7.46%              N/A            13.53%         02/01/95
(formerly Twentieth Century International
Growth)

American Century: Ultra (formerly Twentieth       22.80%            15.67%           12.93%         10/15/93
Century Ultra)

Delchester Fund-Institutional Class              -12.44%             1.90%            3.24%         12/31/92

Dreyfus A Bonds Plus, Inc.                        -8.54%              N/A            -0.03%         01/31/94

Dreyfus Appreciation Fund, Inc.                     N/A               N/A            17.70%         01/05/98

Dreyfus Balanced Fund, Inc.                         N/A               N/A            -2.33%         01/05/98

Dreyfus S & P 500 Index Fund                      16.42%            19.07%           16.78%         01/04/93

Dreyfus Third Century Fund, Inc.                  18.48%            16.85%           14.27%         01/04/93

Evergreen Income and Growth Fund                 -11.73%             5.62%            6.33%         01/04/93

Federated Bond Fund - Class F                     -5.75%              N/A             0.23%         11/01/96

Federated High Yield Trust                        -9.90%              N/A           -10.01%         12/31/97

Fidelity Advisor Balanced Fund - Class T           3.95%              N/A             9.13%         12/18/95

Fidelity Advisor Equity Income Fund -              4.63%              N/A            12.89%         12/18/95
Class T
</TABLE>


                                       49
<PAGE>   50

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN (CONTINUED)

<TABLE>
<CAPTION>
                                                                                   10 Years or
                                                                                    Date Fund
                                                                                  Available in      Date Fund
                                                                                    Variable        Added to
                                                 1 Year To        5 Years To         Account        Variable
            Sub-Account Options                  12/31/98          12/31/98        To 12/31/98       Account

<S>                                               <C>              <C>               <C>            <C> 
Fidelity Advisor Growth Opportunities Fund        12.37%              N/A            17.94%         12/18/95
- - Class T

Fidelity Advisor High Yield Fund - Class T       -11.41%              N/A             2.54%         12/18/95

Fidelity Asset Manager(TM)                         4.58%             7.25%            7.22%         10/15/93

Fidelity Equity-Income Fund                        1.06%            14.18%           11.99%         03/16/83

Fidelity Magellan(R) Fund                         21.89%            16.03%           17.22%         01/04/93

Fidelity Puritan Fund                              5.08%            10.72%           12.10%         01/04/93

Franklin Mutual Series Fund, Inc. - Mutual          N/A               N/A           -11.04%         01/05/98
Shares Fund: Class A

INVESCO Dynamics Fund                               N/A               N/A           834.11%         11/02/98

Janus Fund                                        27.09%              N/A            20.96%         12/18/95

Janus Twenty Fund                                 61.15%            25.01%           21.54%         10/15/93

Janus Worldwide Fund                              14.23%              N/A            15.22%         11/01/96

Lazard Small Cap Portfolio - Open Shares            N/A               N/A           632.26%         11-02-98

MFS(R) World Governments Fund                     -7.20%            -1.49%            3.64%         02/15/83

Nationwide(R) Bond Fund                           -3.04%             1.62%            4.76%         01/29/81

Nationwide(R) Fund                                18.65%            19.77%           15.43%         01/29/81

Nationwide(R) Growth Fund                         12.14%            14.54%           11.32%         01/29/81

Nationwide(R) Money Market Fund - Prime Shares    -6.29%             0.01%            1.02%         01/29/81

Nationwide(R) Intermediate U.S. Government        -3.20               N/A             0.48%         12/18/95
Bond Fund

Nationwide S&P 500(R) Index Fund - Class R          N/A               N/A            -2.59%         11/02/98

Neuberger Berman Equity Trust(R) - Neuberger        N/A               N/A           -16.71%         01/05/98
Berman Genesis Trust

Neuberger Berman Guardian Fund, Inc.              -8.84%              N/A             8.51%         01/31/94

Neuberger Berman Limited Maturity Bond Fund       -6.71%             0.30%           -0.42%         09/30/93

Neuberger Berman Partners Fund, Inc.              -5.10%            13.85%           13.92%         01/04/93

Oppenheimer Global Fund/VA                         1.24%             8.11%           13.45%         01/04/93

Phoenix Balanced Fund Series                       6.98%              N/A             7.48%         01/31/94

Prestige Balanced Fund - Class A                    N/A               N/A             7.11%         11/02/98

Prestige International Fund - Class A               N/A               N/A             7.35%         11/02/98

Prestige Large Cap Growth Fund - Class A            N/A               N/A            36.55%         11/02/98

Prestige Large Cap Value Fund - Class A             N/A               N/A           171.95%         11/02/98

Prestige Small Cap Fund - Fund Class A              N/A               N/A           391.10%         11/02/98

Strong Common Stock Fund                            N/A               N/A           538.92%         11/02/98

Strong Total Return Fund, Inc.                    20.33%            14.04%           15.31%         01/04/93

Templeton Foreign Fund - Class A                 -15.49%              N/A             2.70%         02/01/95

Warburg Pincus Emerging Growth Fund               -5.55%              N/A             8.82%         12/18/95

Warburg Pincus Global Fixed Income Fund             N/A               N/A            -3.39%         01/05/98
</TABLE>

(1) The Nationwide S&P 500(R) Index Fund, Prestige Balanced Fund, Prestige
    International Fund, Prestige Large Cap Growth Fund, Prestige Large Cap
    Value Fund, & Prestige Small Cap Fund were added to the variable account
    on December 23, 1998. Therefore, no performance information is available.



                                       50
<PAGE>   51

TABLE OF CONTENTS: STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>
General Information and History............................................................................1
Services...................................................................................................1
Purchase of Securities Being Offered.......................................................................1
Underwriters...............................................................................................2
Advertising................................................................................................2
Annuity Payments...........................................................................................3
Financial Statements.......................................................................................4
</TABLE>




                                       51
<PAGE>   52



APPENDIX A: OBJECTIVES FOR THE UNDERLYING MUTUAL FUNDS


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

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

(AVAILABLE FOR CONTRACTS ISSUED ON OR AFTER JANUARY 1, 1993)

For contracts issued on or after January 1, 1993, variable account purchase
payments may be allocated only to the sub-accounts which consist of shares of
the underlying mutual fund options listed below:

AMERICAN CENTURY: SHORT-TERM GOVERNMENT (FORMERLY BENHAM SHORT-TERM GOVERNMENT)

Investment Objective: To seek current income and limited price volatility by
maintaining an average weighted portfolio maturity of four years or less. The
Fund invests in securities of the United States government and its agencies.
American Century Investment Management, Inc. serves as the Fund's investment
adviser.

AMERICAN CENTURY: INCOME & GROWTH

Investment Objective: Seeks dividend growth, current income and capital
appreciation by investing in common stocks. The Fund may buy securities
convertible into common stock, such as convertible bonds, convertible preferred
stocks or warrants. The Fund may also, for liquidity purposes, invest in
high-quality money market instruments with remaining maturities of one year or
less. The Fund may also enter into repurchase agreements, collateralized by U.S.
government securities, with banks or broker-dealers deemed to present minimal
credit risk. American Century Investment Management, Inc. serves as the Fund's
investment adviser.

AMERICAN CENTURY: GROWTH (FORMERLY TWENTIETH CENTURY GROWTH)

Investment Objective: Seeks capital growth through investment in securities
which the management considers to have better than average prospects for
appreciation of value. The Fund's investment approach identifies companies with
accelerating earnings and revenues. As part of its strategy, the Fund remains
essentially fully invested in stocks at all times. American Century Investment
Management, Inc. serves as the Fund's investment adviser.

AMERICAN CENTURY: INTERNATIONAL GROWTH (FORMERLY TWENTIETH CENTURY INTERNATIONAL
GROWTH)

Investment Objective: Seeks capital growth by investing in an international
portfolio of common stocks, primarily in developed markets; stocks considered by
the investment manager to have prospects for appreciation. The Fund will invest
primarily in common stocks (defined to include depository receipts for common
stocks) and other equity equivalents of such companies. American Century
Investment Management, Inc. serves as the Fund's investment adviser.

AMERICAN CENTURY: ULTRA (FORMERLY TWENTIETH CENTURY ULTRA)

Investment Objective: The investment objective of the Fund is to seek capital
growth by investing primarily in common stocks that are considered by management
to have better-than-average prospects for appreciation. American Century
Investment Management, Inc. serves as the Fund's investment adviser.

DELCHESTER FUND-INSTITUTIONAL CLASS

Investment Objective: Seeks to provide high current income by investing
principally in corporate bonds, and also in U.S. Government securities and
commercial paper. This Fund invests primarily in high-yield securities (junk
bonds) and greater risks may be involved with an investment in the Fund than an
investment in a mutual fund comprised primarily of investment grade bonds.
Delaware Management Company, Inc. serves as the Fund's investment adviser.

DREYFUS A BONDS PLUS, INC.

Investment Objective: The Fund's goal is to provide the maximum amount of
current income to the extent consistent with the preservation of 



                                       52
<PAGE>   53

capital and the maintenance of liquidity. The Fund invests principally in debt
obligations of corporations, the U.S. Government and its agencies and
instrumentalities, and major U.S. banking institutions. The Fund's investment
objective cannot be changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the Fund's outstanding voting
shares. There can be no assurance that the Fund's investment objective will be
achieved. The Dreyfus Corporation serves as the Fund's investment adviser.

DREYFUS APPRECIATION FUND, INC.

Investment Objective: To provide long-term capital growth consistent with the
preservation of capital. Current income is a secondary investment objective. The
Fund seeks to meet its objective by investing primarily in the common stocks of
domestic and foreign issuers. The Dreyfus Corporation serves as the Fund's
investment adviser.

DREYFUS BALANCED FUND, INC.

Investment Objective: To provide long-term capital growth and current income,
consistent with reasonable investment risk. The Fund is managed as a balanced
fund and invests in equity and debt securities, the proportion of which will
vary from time to time in accordance the fund manager's assessment of economic
conditions and investment opportunities. The Dreyfus Corporation serves as the
Fund's investment adviser.

DREYFUS S & P 500 INDEX FUND

Investment Objective: Seeks to provide investment results that correspond to the
price and yield performance of publicly-traded common stocks in the aggregate,
as represented by the Standard & Poor's 500 Composite Stock Price Index. The
Fund's investment objective cannot be changed without approval by the holders of
a majority of the Fund's outstanding voting shares. The Dreyfus Corporation
serves as the Fund's investment adviser.

THE DREYFUS THIRD CENTURY FUND, INC.

Investment Objective: Primarily seeks to provide capital growth through equity
investment in companies that, in the opinion of the Fund's management, not only
meet traditional investment standards but which also show evidence that they
conduct their business, in a manner that contributes to the enhancement of the
quality of life in America. Current income is secondary to the primary goal. The
Dreyfus Corporation serves as the Fund's investment adviser.

EVERGREEN INCOME AND GROWTH FUND  (FORMERLY THE EVERGREEN TOTAL RETURN FUND)

Investment Objective: Seeks to achieve a return consisting of current income and
capital appreciation in the value of its shares. The emphasis on current income
and capital appreciation will be relatively equal although, over time, changes
in the outlook for market conditions and the level of interest rates will cause
the Fund to vary its emphasis between these two elements in its search for the
optimum return for its shareholders. The Fund seeks to achieve its investment
objective through investments in common stocks, preferred stocks, securities
convertible into or exchangeable for common stocks and fixed income securities.
The Fund may also write covered call options. Evergreen Asset Management Corp.
serves as the Fund's investment adviser.

FEDERATED BOND FUND - CLASS F

Investment Objective: To provide as high a level of current income as is
consistent with the preservation of capital. The Fund invests primarily in a
professionally managed, diversified portfolio of bonds. Under normal
circumstances, at least 65% of the Fund's net assets will be invested in
investment grade securities, including repurchase agreements collateralized by
investment grade securities. The Fund may invest in corporate debt obligations,
U.S. Government obligations, municipal securities, asset-backed securities,
adjustable rate mortgage securities, collateralized mortgage obligations, and
other securities which are deemed to be consistent with the Fund's investment
objective. Federated Advisers serves as the Fund's investment adviser.




                                       53
<PAGE>   54

FEDERATED HIGH YIELD TRUST

Investment Objective: Seeks high current income by investing primarily in a
professionally managed, diversified portfolio of fixed income securities. Such
securities are expected to be lower-rated corporate debt obligations commonly
referred to as "junk bonds." Investments of this type are subject to a greater
risk of loss of principal and interest than investments in higher rated
securities. The Trust's investment adviser will endeavor to limit these risks
through diversifying the portfolio and through careful credit analysis of
individual issuers. Federated Advisers serves as the Fund's investment adviser.

FIDELITY ADVISOR BALANCED FUND - CLASS T

Investment Objective: Seeks income and growth potential by investing in
securities including U.S. government and corporate bonds, and a diversified
selection of common stocks. Fidelity Management & Research Company serves as the
Fund's investment adviser.

FIDELITY ADVISOR EQUITY INCOME FUND - CLASS T

Investment Objective: Seeks to obtain reasonable income from a portfolio
consisting primarily of income-producing equity securities, with a secondary
emphasis on growth potential. Fidelity Management & Research Company serves as
the Fund's investment adviser.

FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND - CLASS T

Investment Objective: Pursues capital growth that exceeds market performance
through investments in growth, cyclical, and value stocks, and securities
convertible to common stocks. Fidelity Management & Research Company serves as
the Fund's investment adviser.

FIDELITY ADVISOR HIGH YIELD FUND - CLASS T

Investment Objective: A bond fund designed to meet the needs of the long-term
investor, seeking above-average monthly income and potential capital growth by
investing in lower-rated, high-yielding, fixed income securities. Fidelity
Management & Research Company serves as the Fund's investment adviser.

FIDELITY ASSET MANAGER(TM)

Investment Objective: Seeks high total return with reduced risk over the long
term by allocating its assets among stocks, bonds and short-term instruments.
Fidelity Management & Research Company serves as the Fund's investment adviser.

FIDELITY EQUITY-INCOME FUND

Investment Objective: Seeks to obtain reasonable income from a portfolio
consisting primarily of income-producing equity securities. The Fund seeks a
yield which exceeds the composite yield on the securities comprising the
Standard & Poor's 500 Composite Stock Price index. In addition, consistent with
the above objective, in managing its portfolio, the Fund will consider the
potential for achieving capital appreciation. Fidelity Management & Research
Company serves as the Fund's investment adviser.

FIDELITY MAGELLAN(R) FUND

Investment Objective: Seeks capital appreciation by investing primarily in
common stock and securities convertible into common stock. Up to 20% of the
Fund's assets may also be invested in debt securities of all types and qualities
issued by foreign and domestic issuers if the Fund's management believes that
doing so will result in capital appreciation. No emphasis is placed on dividend
income except when the Fund's management believes that this income will have a
favorable influence on the market value of the security. Because the Fund has no
limitation on the quality of debt securities in which it may invest, the debt
securities in its portfolio may be of poor quality and may present the risk of
default or may be in default. Fidelity Management & Research Company serves as
the Fund's investment adviser.

FIDELITY PURITAN FUND

Investment Objective: Seeks to obtain as much income as possible, consistent
with the preservation and conservation of capital, by investing in a broadly
diversified portfolio of high-yielding securities, including common stocks,
preferred stocks, and bonds. While emphasis on income is an important objective,
this does not preclude growth in capital since 



                                       54
<PAGE>   55

some securities offering a better than average yield may also possess some
growth possibilities. Fidelity Management & Research Company serves as the
Fund's investment adviser.

FIDELITY VIP HIGH INCOME PORTFOLIO

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

   o   at least 80% in income-producing debt securities and preferred stocks,
       including convertible securities; and

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

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

FRANKLIN MUTUAL SERIES FUND, INC. - MUTUAL SHARES FUND: CLASS A

Investment Objective: Seeks capital appreciation, which may occasionally be
short-term. Income is a secondary objective. The Fund seeks to meet its
objectives by primarily investing in common stock, preferred stock and corporate
debt securities which may be convertible into common stock. Franklin Mutual
serves as the Fund's investment adviser.

INVESCO DYNAMICS FUND

Investment Objective: To seek appreciation of capital through aggressive
investment policies. The Fund invests primarily in common stocks of U.S.
companies traded on national securities exchanges and over-the-counter. The Fund
also has the flexibility to invest in preferred stocks and convertible or
straight issues of debentures, as well as foreign securities. INVESCO Fund
Group, Inc. serves as the Fund's investment adviser. INVESCO Trust Company
serves as the Fund's sub-adviser.

JANUS FUND

Investment Objective: Seeks long-term growth of capital by investing primarily
in common stocks of a large number of issuers of any size. Generally this Fund
emphasizes issuers with larger market capitalizations. Janus Capital Corporation
serves as the Fund's investment adviser.

JANUS TWENTY FUND

Investment Objective: Seeks growth of capital in a manner consistent with the
preservation of capital. Under normal conditions, the Fund will concentrate its
investments in a core position of 20-30 common stocks. However, the percentage
of the Fund's assets invested in common stocks will vary, depending upon its
investment adviser's opinion of prevailing market, financial and economic
conditions. Consequently, the Fund may at times hold substantial positions in
cash, or interest bearing securities. Janus Capital Corporation serves as the
Fund's investment adviser.

JANUS WORLDWIDE FUND

Investment Objective: To seek long-term growth of capital in a manner consistent
with the preservation of capital. The objective is pursued primarily through
investments in common stocks of foreign and domestic issuers. The Fund may
invest on a worldwide basis in companies and organizations of any size,
regardless of country of organization or place of principal business activity.
The Fund normally invests in issuers from at least five different countries.
Janus Capital Corporation serves as the Fund's investment adviser.




                                       55
<PAGE>   56

LAZARD SMALL CAP PORTFOLIO - OPEN SHARES

Investment Objective: To seek capital appreciation through investing primarily
in equity securities of companies with market capitalizations under $1 billion
that are believed by the investment adviser to be inexpensively priced relative
to the return on total capital or equity. Lazard Asset Management serves as the
Fund's investment adviser.

MFS(R) WORLD GOVERNMENTS FUND

Investment Objective: To seek not only preservation, but also growth of capital,
together with moderate current income through a professionally managed
internationally diversified portfolio consisting primarily of debt securities
and, to a lesser extent, equity securities. The Fund is designed for investors
who wish to diversify their investments beyond the United States and who are
prepared to accept the risks entailed in such investments which may be higher
than those associated with certain U.S. investments. Massachusetts Financial
Services Company serves as the Fund's investment adviser.

NATIONWIDE BOND FUND - CLASS D

Investment Objective: Seeks as high a level of income as is consistent with
preservation of capital. The Fund invests primarily in fixed-income securities
and currently focuses on corporate debt investments and U.S. Government
mortgage-backed securities. Under normal market conditions, the dollar-weighted
average portfolio maturity of the Fund will be intermediate, which is defined as
being between six and ten years.

NATIONWIDE FUND - CLASS D

Investment Objective: Seeks total return through a flexible combination of
current income and capital appreciation. The Fund invests primarily in common
stocks, but also in convertible securities, other equity securities, bonds and
money market obligations.

NATIONWIDE GROWTH FUND - CLASS D

Investment Objective: Seeks long-term capital appreciation. The Fund invests
primarily in equity securities of companies of all sizes. Major emphasis in the
selection of securities is placed on companies which have capable management,
and are in fields where social and economic trends, technological developments,
and new processes or products indicate a potential for greater-than-average
growth.

NATIONWIDE MONEY MARKET FUND - PRIME SHARES

Investment Objective: Seeks as high a level of current income as is consistent
with the preservation of capital and maintenance of liquidity. The Fund invests
in high-quality money market instruments maturing in 397 days or less.

NATIONWIDE(R) INTERMEDIATE U.S. GOVERNMENT BOND FUND

Investment Objective: Seeks as high a level of current income as is consistent
with the preservation of capital. The Fund invests in securities of the U.S.
Government and its agencies and instrumentalities. The average duration of the
Fund will be between three and a half and six years.

NATIONWIDE S&P 500(R) INDEX FUND - CLASS R

Investment Objective: To provide investment results that correspond to the price
and yield performance of publicly traded common stocks as represented by the
Standard & Poor's 500 Composite Stock Price Index (the "Index"). The Fund
attempts to be fully invested at all times in stocks that comprise the Index and
stock index futures, and in any event, at least 80% of the Fund's net assets
will be invested in stocks comprising the Index. Nationwide Advisory Services,
Inc. serves as the Fund's investment adviser and The Dreyfus Corporation is the
Fund's sub-adviser.

"S&P(R)" has been licensed for use by Nationwide Advisory Services, Inc. The
Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's and
Standard & Poor's makes 




                                       56
<PAGE>   57

no representation regarding the advisability of investing in the Fund.

NEUBERGER BERMAN EQUITY TRUST(R) - NEUBERGER  BERMAN GENESIS TRUST

Investment Objective: Seeks capital appreciation by investing primarily in
stocks of companies with small market capitalizations (usually up to $1.5
billion). The portfolio manager seeks to buy the stocks of strong companies with
a history of solid performance and a proven management team, which are selling
at attractive prices. Neuberger Berman Management Incorporated serves as the
Fund's investment adviser. THIS FUND IS NOT AVAILABLE FOR PLANS ESTABLISHED ON
OR AFTER MARCH 6, 1998.

NEUBERGER  BERMAN GUARDIAN FUND, INC.

Investment Objective: Seeks capital appreciation through investments generally
in dividend-paying issues of established companies that its investment officers
believe are well managed. The emphasis of the Fund's investments is on common
stock. The Fund diversifies its holdings among different industries and
different companies in light of conditions prevailing at any given time. Current
income is a secondary objective. (This Fund is not available for Plans
established on or after March 6, 1998). Neuberger Berman Management Incorporated
serves as the Fund's investment adviser.

NEUBERGER BERMAN LIMITED MATURITY BOND FUND

Investment Objective: Seeks highest current income consistent with low risk to
principal and liquidity. The Fund invests in a diversified portfolio of short-to
intermediate-term debt securities and other debt securities with special
features producing similar price characteristics. Total return is a secondary
objective. Neuberger Berman Management Incorporated serves as the Fund's
investment adviser.

NEUBERGER BERMAN PARTNERS FUND, INC.

Investment Objective: Seeks capital growth. The Fund invests in securities
solely on the basis of management's evaluation of their investment merit and
potential for growth using a value-oriented approach to the selection of
individual securities. The Fund's management believes that the Fund is an
attractive investment vehicle for conservative investors who are interested in
long-term appreciation from stock investments, but who have a low tolerance for
risk. Neuberger Berman Management Incorporated serves as the Fund's investment
adviser.

OPPENHEIMER GLOBAL FUND/VA

Investment Objective: Seeks capital appreciation. The Fund emphasizes investment
in foreign and domestic securities considered by the Fund's investment manager
to have appreciation possibilities, primarily common stocks or securities having
investment characteristics of common stocks (such as convertible securities) of
"growth-type" companies. As a matter of fundamental policy, under normal market
conditions, the Fund will invest its total assets in securities of issuers
traded in markets in at least three different countries (which may include the
United States). The portfolio may also emphasize securities of cyclical
industries and "special situations" when the Fund's manager believes that they
present opportunities for capital growth. The remainder of the Fund's invested
assets will be invested in securities for liquidity purposes. Oppenheimer Funds,
Inc. serves as the Fund's investment adviser.

PHOENIX BALANCED FUND SERIES

Investment Objective: The Fund seeks reasonable income, long-term capital growth
and conservation of capital. It is intended that the Fund will invest in common
stocks and fixed income securities, with emphasis on income-producing securities
which appear to have some potential for capital enhancement. Phoenix Investment
Counsel serves as the Fund's investment adviser.

PRESTIGE BALANCED FUND - CLASS A

Investment Objective: To provide a high total return from a diversified
portfolio of equity and fixed income securities. The Fund seeks to provide a
total return that approaches the total return typical of a portfolio of fixed
income securities. Under normal market conditions, the Fund will invest
approximately 60% of its asset in equity securities and 40% in fixed income
securities. The equity securities will primarily 



                                       57
<PAGE>   58

be securities of large and medium sized companies included in the Standard &
Poor's 500 Composite Stock Price Index, and the fixed income securities will
cover a range of fixed income sectors and securities, including government,
corporate, asset-backed and mortgage-backed securities. Nationwide Advisory
Services, Inc. serves as the Fund's investment adviser and J.P. Morgan
Investment Management Inc. is the Fund's sub-adviser.

PRESTIGE INTERNATIONAL FUND - CLASS A

Investment Objective: Capital appreciation. The Fund seeks to accomplish its
investment objective by investing primarily in equity securities of non- United
States companies that, in the opinion of its subadviser, are inexpensively
priced relative to the return on total capital or equity. The Fund invests
primarily in equity securities of non-United State companies. Under normal
market conditions, the Fund will invest at least 80% of the value of its total
assets in the equity securities of companies within at least three different
countries (not including the United States). Nationwide Advisory Services, Inc.
serves as the Fund's investment adviser and Lazard Asset Management is the
Fund's sub-adviser.

PRESTIGE LARGE CAP GROWTH FUND - CLASS A

Investment Objective: Long-term capital appreciation. The Fund seeks to achieve
its investment objective from a broadly diversified portfolio of equity
securities of large capitalization companies that are expected to have better
prospects of earnings growth than the growth rate of the general domestic
economy. Dividend income is a secondary objective. A large capitalization
company is a company with a market capitalization and industry characteristics
that are similar to companies in Russell 1000(R) Growth Index, which currently
have market capitalizations that range from $14 billion to $272 billion.
Nationwide Advisory Services, Inc. serves as the Fund's investment adviser and
Goldman Sachs Asset Management is the Fund's sub-adviser.

PRESTIGE LARGE CAP VALUE FUND - CLASS A

Investment Objective: To maximize total return, consisting of both capital
appreciation and current income. The Fund seeks to achieve its investment
objective by investing in U.S. equity securities that are currently undervalued
as determined by its subadviser. Under normal market conditions, substantially
all, but in no event less than 65% of the Fund's total assets will be invested
in equity securities of large capitalization U.S. companies, including foreign
companies whose securities are traded in the United States and who comply with
U.S. accounting standards. A large capitalization company is a company with a
market capitalization and industry characteristics that are similar to companies
in the Russell 1000(R) Value Index, which currently have market capitalizations
that range from $1.4 billion to $272 billion. Nationwide Advisory Services, Inc.
serves as the Fund's investment adviser and Brinson Partners, Inc. is the fund's
sub-adviser.

PRESTIGE SMALL CAP FUND - CLASS A

Investment Objective: Long-term capital appreciation. The Fund seeks to
accomplish its investment objective from a broadly diversified portfolio of
equity securities issued by U.S. companies that have small market
capitalizations. Under normal market conditions, the Fund will invest at least
65% of its total assets in equity securities of companies whose market
capitalizations at the time of investment do not exceed 110% of the largest
company in the Russell 2000(R) Small Stock Index; these companies currently have
market capitalizations that range from $222 million to $1.4 billion. Nationwide
advisory Services, Inc. serves as the Fund's investment adviser and INVESCO
Management & Research, Inc. serves as the Fund's sub-adviser, providing daily
portfolio management for the Fund.

STRONG COMMON STOCK FUND, INC.

Investment Objective: To seek capital growth by investing in a diversified
portfolio of equity securities which, in the opinion of the Fund's investment
adviser, possess the potential for price appreciation. Strong Capital
Management, Inc. serves as the Fund's investment adviser.




                                       58
<PAGE>   59

STRONG TOTAL RETURN FUND, INC.

Investment Objective: Seeks a combination of income and capital appreciation
which will produce the highest total return while assuming reasonable risks.
"Reasonable risks" refers to the advisor's judgment that the risks of investing
in the securities in the Total Return Fund's portfolio are no greater than
normal. The Total Return Fund invests in common stocks and other equity-type
securities; corporate bonds, debentures, and notes; and short-term money market
instruments. Common stocks may be either growth or income oriented. Other
equity-type securities are limited to convertible bonds, preferred stocks,
warrants, and convertible preferred shares. Short-term money market instruments
include U.S. Treasury obligations, bank certificates of deposit, commercial
paper, and variable-rate master demand notes (floating-rate debt instruments
without a fixed maturity). The Total Return Fund may also invest in debt
securities issued or guaranteed by the U.S. government and its agencies or
instrumentalities. Strong Capital Management, Inc. serves as the Fund's
investment adviser.

TEMPLETON FOREIGN FUND - CLASS A

Investment Objective: Seeks long-term capital growth through a flexible policy
of investing in stocks and debt obligations of companies and governments outside
the United States. Any income realized will be incidental.
Templeton Investment Counsel, Inc. serves as the Fund's investment adviser.

WARBURG PINCUS EMERGING GROWTH FUND

Investment Objective: Seeks maximum capital appreciation by investing in equity
securities of small- to medium-sized companies in the United States with
emerging or renewed growth potential. Warburg Pincus Asset Management, Inc.,
serves as the Fund's investment adviser.

WARBURG PINCUS GLOBAL FIXED INCOME FUND

Investment Objective: Seeks to maximize total investment return consistent with
prudent investment management, consisting of a combination of interest income,
currency gains and capital appreciation. The Fund will pursue its objective by
investing in a portfolio principally consisting of investment grade fixed income
securities of governmental and corporate issuers denominated in various
currencies, including U.S. dollars. Warburg Pincus Asset Management Inc., serves
as the Fund's investment adviser.

(AVAILABLE FOR CONTRACTS ISSUED ON OR AFTER DECEMBER 25, 1982 AND BEFORE JANUARY
1, 1993)

For contracts issued on or after December 25, 1982, and before January 1, 1993
variable account purchase payments may be allocated only to the sub-accounts
which consist of shares of the underlying mutual fund options listed below:

AMERICAN CENTURY: SHORT-TERM GOVERNMENT (FORMERLY BENHAM SHORT-TERM GOVERNMENT)

Investment Objective: To seek current income and limited price volatility by
maintaining an average weighted portfolio maturity of four years or less. U.S.
Governments invests in securities of the United States government and its
agencies. American Century Investment Management, Inc. serves as the Fund's
investment adviser.

AMERICAN CENTURY: GROWTH (FORMERLY TWENTIETH CENTURY GROWTH)

Investment Objective: To seek capital growth through investment in securities
which the management considers to have better than average prospects for
appreciation of value. The Fund's investment approach identifies companies with
accelerating earnings and revenues. As part of it strategy, the Fund remains
essentially fully invested in stocks at all times. American Century Investment
Management, Inc. serves as the Fund's investment adviser.

FIDELITY CAPITAL & INCOME FUND

Investment Objective: Seeks to provide a combination of income and capital
growth by investing primarily in debt instruments and common and preferred
stocks, with a focus on lower-quality debt securities of companies with
uncertain financial positions. Fidelity Management & Research Company serves as
the Fund's investment adviser.




                                       59
<PAGE>   60

FIDELITY EQUITY-INCOME FUND

Investment Objective: Seeks to obtain reasonable income from a portfolio
consisting primarily of income-producing equity securities. The Fund seeks a
yield which exceeds the composite yield on the securities comprising the
Standard & Poor's 500 Composite Stock Price index. In addition, consistent with
the above objective, in managing its portfolio, the Fund will consider the
potential for achieving capital appreciation. Fidelity Management & Research
Company serves as the Fund's investment adviser.

FIDELITY VIP HIGH INCOME PORTFOLIO

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

   -   at least 80% in income-producing debt securities and preferred stocks,
       including convertible securities; and

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

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

MFS(R) WORLD GOVERNMENTS FUND

Investment Objective: To seek not only preservation, but also growth of capital,
together with moderate current income through a professionally managed
internationally diversified portfolio consisting primarily of debt securities
and, to a lesser extent, equity securities. The Fund is designed for investors
who wish to diversify their investments beyond the United States and who are
prepared to accept the risks entailed in such investments which may be higher
than those associated with certain U.S. Investments. Massachusetts Financial
Services Company serves as the Fund's investment adviser.

NATIONWIDE MONEY MARKET FUND - PRIME SHARES

Investment Objective: Seeks as high a level of current income as is consistent
with the preservation of capital and maintenance of liquidity. The Fund invests
in high-quality money market instruments maturing in 397 days or less.






                                       60
<PAGE>   61

<PAGE>   1

- --------------------------------------------------------------------------------
                          
                          Independent Auditors' Report
                          ----------------------------


The Board of Directors of Nationwide Life Insurance Company and
   Contract Owners of Nationwide Variable Account:

      We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide Variable Account as of December 31, 1998,
and the related statements of operations and changes in contract owners' equity
for each of the years in the two year period then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

      We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence with
the transfer agents of the underlying mutual funds. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nationwide Variable Account
as of December 31, 1998, and the results of its operations and its changes in
contract owners' equity for each of the years in the two year period then ended
in conformity with generally accepted accounting principles.

                                                                        KPMG LLP

Columbus, Ohio
February 5, 1999

- --------------------------------------------------------------------------------
<PAGE>   2
- --------------------------------------------------------------------------------
                           NATIONWIDE VARIABLE ACCOUNT

          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY

                                December 31, 1998
<TABLE>
<CAPTION>


ASSETS:

   Investments at market value:

American Century: Benham Short-Term Government Fund (ACBenSTGvt)
<S>                                                                               <C>        
   318,360 shares (cost $3,023,746) .............................................   $ 3,037,155

American Century: Income & Growth Fund (ACIncGro)
   239,477 shares (cost $6,466,421) .............................................     7,004,694

American Century: Twentieth Century Growth Fund (ACTCGro)
   496,230 shares (cost $11,178,870) ............................................    13,477,614

American Century: Twentieth Century International Growth Fund (ACTCIntlGr)
   92,684 shares (cost $888,476) ................................................       887,911

American Century: Twentieth Century Ultra Fund (ACTCUltra)
   523,376 shares (cost $15,463,890) ............................................    17,485,992

Delaware Group Delchester High-Yield Bond Fund, Inc. -
Delchester Fund Institutional Class (DeHYBd)
   185,894 shares (cost $1,183,704) .............................................     1,093,058

Dreyfus A Bonds Plus, Inc. (DryABds)
   149,493 shares (cost $2,174,658) .............................................     2,092,907

Dreyfus Appreciation Fund, Inc. (DryApp)
   17,044 shares (cost $655,061) ................................................       717,021

Dreyfus Balanced Fund, Inc. (DryBal)
   9,850 shares (cost $165,759) .................................................       159,865

Dreyfus S&P 500 Index Fund (Dry500Ix)
   342,009 shares (cost $10,241,491) ............................................    12,445,691

The Dreyfus Third Century Fund, Inc. (Dry3dCen)
   87,714 shares (cost $974,509) ................................................     1,077,129

Evergreen Income and Growth Fund - Class Y (EvIncGro)
   62,239 shares (cost $1,302,771) ..............................................     1,281,509

Federated High Yield Trust (FedHiYld)
   54,906 shares (cost $487,047) ................................................       489,217

Federated Investment Series Funds, Inc. - Federated Bond Fund - Class F (FedBdFd)
   121,397 shares (cost $1,216,998) .............................................     1,205,468

Fidelity Advisor Balanced Fund - Class T (FABal)
   24,900 shares (cost $484,215) ................................................       465,377

Fidelity Advisor Equity Income Fund - Class T (FAEqInc)
   60,237 shares (cost $1,512,578) ..............................................     1,708,317

Fidelity Advisor Growth Opportunities Fund - Class T (FAGrOpp)
   145,021 shares (cost $6,129,380) .............................................     7,285,842
</TABLE>

<PAGE>   3

<TABLE>
<CAPTION>

Fidelity Advisor High Yield Fund - Class T (FAHiYld)
<S>                                                                                 <C>      
   249,871 shares (cost $3,168,604) .............................................     2,831,038

Fidelity Asset Manager(TM) (FidAsMgr)
   238,304 shares (cost $4,125,986) .............................................     4,144,111

Fidelity Capital & Income Fund (FidCapInc)
   130,527 shares (cost $1,210,400) .............................................     1,211,289

Fidelity Equity-Income Fund (FidEqInc)
   307,411 shares (cost $12,698,617) ............................................    17,076,675

Fidelity Magellan(R) Fund (FidMgln)
   188,315 shares (cost $16,971,067) ............................................    22,752,212

Fidelity Puritan(R) Fund (FidPurtn)
   716,357 shares (cost $13,049,557) ............................................    14,377,276

Fidelity VIP - High Income Portfolio (FidVIPHI)
   10,523 shares (cost $119,580) ................................................       121,328

Franklin Mutual Series Fund Inc. - Mutual Shares Fund - Class 1 (FranMutSer)
   9,538 shares (cost $202,331) .................................................       185,899

Janus Fund (JanFund)
   181,212 shares (cost $4,911,487) .............................................     6,097,787

Janus Twenty Fund (Jan20Fd)
   307,989 shares (cost $11,441,360) ............................................    16,415,836

Janus Worldwide Fund (JanWrldwde)
   147,751 shares (cost $6,154,382) .............................................     6,997,491

Lazard Small Cap Portfolio - Open Shares (LazSmCap)
   26 shares (cost $454) ........................................................           454

MFS(R) World Governments Fund - Class A (MFSWdGvt)
   71,179 shares (cost $784,874) ................................................       751,652

Nationwide(R) Bond Fund - Class D (NWBdFd)
   164,377 shares (cost $1,548,837) .............................................     1,601,029

Nationwide(R) Fund - Class D (NWFund)
   230,420 shares (cost $6,212,047) .............................................     7,467,925

Nationwide(R) Growth Fund - Class D (NWGroFd)
   206,739 shares (cost $2,971,890) .............................................     3,543,500

Nationwide(R) Money Market Fund (NWMyMkt)
   11,440,557 shares (cost $11,440,557) .........................................    11,440,557

Nationwide(R) Intermediate U.S. Government Bond Fund - Class D(NWUSGvt)
   49,384 shares (cost $523,959) ................................................       517,051

Neuberger & Berman Genesis Trust (NBGenesTr)
   30,745 shares (cost $673,006) ................................................       625,352

Neuberger & Berman Guardian Trust (NBGuardTr)
   334,515 shares (cost $8,494,757) .............................................     7,499,825

Neuberger & Berman Limited Maturity Bond Fund (NBLtdMat)
   99,401 shares (cost $991,117) ................................................       981,091

Neuberger & Berman Partners Fund (NBPartFd)
   365,841 shares (cost $9,830,942) .............................................     9,328,945
</TABLE>
                                                                     (Continued)

<PAGE>   4
<TABLE>
<CAPTION>

 Oppenheimer Global Fund - Class A (OppGlob)
<S>                                                                                <C>      
    170,554 shares (cost $7,334,345) ............................................     7,265,612

 Phoenix Balanced Fund Series - Class A (PhxBalFd)
    45,951 shares (cost $754,993) ...............................................       795,880

 Prestige International Fund - Class A (PrInt)
    172 shares (cost $1,815) ....................................................         1,815

 Prestige Small Cap Fund - Class A (PrSmCap)
    42 shares (cost $454) .......................................................           454

 Strong Total Return Fund, Inc. (StTotRet)
    58,723 shares (cost $1,684,593) .............................................     2,024,753

 Templeton Foreign Fund - Class I (TemForFd)
    485,063 shares (cost $4,900,840) ............................................     4,069,681

 Warburg Pincus Emerging Growth Fund - Common Shares (WPEmGro)
    124,909 shares (cost $4,433,313) ............................................     4,992,600

 Warburg Pincus Global Fixed - Income Fund - Common Shares (WPGlFxInc)
    14,142 shares (cost $148,345) ...............................................       149,910
                                                                                   ------------

       Total investments ........................................................   227,183,795

Accounts receivable .............................................................        42,466
                                                                                   ------------

       Total assets .............................................................   227,226,261

Accounts payable ................................................................           308
                                                                                   ------------

Contract owners' equity (note 4) ................................................  $227,225,953
                                                                                   ============
</TABLE>

See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
<PAGE>   5


                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>


                                                               TOTAL                            ACBENSTGVT            
                                                    ---------------------------         ---------------------------   
                                                      1998            1997                1998            1997       
                                                   -------------   -------------       -------------   -------------  
INVESTMENT ACTIVITY:
<S>                                               <C>                  <C>                <C>              <C>    
  Reinvested dividends ........................   $   3,196,414        2,943,209          162,608          177,782
  Mortality, expense and administration
    charges (note 2) ..........................      (2,533,959)      (1,849,500)         (40,633)         (42,118)
                                                  -------------    -------------    -------------    -------------
    Net investment activity ...................         662,455        1,093,709          121,975          135,664
                                                  -------------    -------------    -------------    -------------

  Proceeds from mutual fund shares sold .......      56,416,999       47,219,466          723,023          925,121
  Cost of mutual fund shares sold .............     (48,174,169)     (41,630,262)        (721,176)        (914,401)
                                                  -------------    -------------    -------------    -------------
    Realized gain (loss) on investments .......       8,242,830        5,589,204            1,847           10,720
  Change in unrealized gain (loss)
    on investments ............................      14,063,893        6,076,074           17,698           (2,838)
                                                  -------------    -------------    -------------    -------------
    Net gain (loss) on investments ............      22,306,723       11,665,278           19,545            7,882
                                                  -------------    -------------    -------------    -------------
  Reinvested capital gains ....................      11,574,852       13,114,383                -                - 
                                                  -------------    -------------    -------------    -------------
    Net increase (decrease) in contract owners'
      equity resulting from operations ........      34,544,030       25,873,370          141,520          143,546
                                                  -------------    -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners ...........................      53,270,516       36,040,726          668,275          178,490
  Transfers between funds .....................               -                -            7,071          (53,232)
  Redemptions .................................     (23,621,452)     (12,768,924)        (835,080)        (517,635)
  Annuity benefits ............................         (27,891)         (17,520)            (952)            (938)
  Annual contract maintenance charge (note 2)..        (169,891)        (108,625)          (1,748)          (1,865)
  Contingent deferred sales charges (note 2) ..        (324,873)        (262,567)          (1,752)         (15,741)
  Adjustments to maintain reserves ............             788            9,849              290              301
                                                  -------------    -------------    -------------    -------------
    Net equity transactions ...................      29,127,197       22,892,939         (163,896)        (410,620)
                                                  -------------    -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY .........      63,671,227       48,766,309          (22,376)        (267,074)
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ...     163,554,726      114,788,417        3,059,798        3,326,872
                                                  -------------    -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD .........   $ 227,225,953      163,554,726        3,037,422        3,059,798
                                                  =============    =============    =============    =============

</TABLE>


<TABLE>
<CAPTION>

                                                            ACINCGRO                           ACTCGRO
                                                   ---------------------------       ---------------------------
                                                       1998            1997              1998            1997
                                                  -------------   -------------     -------------    -------------
INVESTMENT ACTIVITY:
<S>                                               <C>              <C>             <C>              <C>           
  Reinvested dividends ........................   $      64,541           15,209                -                - 
  Mortality, expense and administration
    charges (note 2) ..........................         (61,634)         (12,374)        (152,386)        (134,498)
                                                  -------------    -------------    -------------    -------------
    Net investment activity ...................           2,907            2,835         (152,386)        (134,498)
                                                  -------------    -------------    -------------    -------------

  Proceeds from mutual fund shares sold .......       2,702,912        1,753,420        1,724,411        2,899,543
  Cost of mutual fund shares sold .............      (2,527,718)      (1,566,771)      (1,226,965)      (2,626,829)
                                                  -------------    -------------    -------------    -------------
    Realized gain (loss) on investments .......         175,194          186,649          497,446          272,714
  Change in unrealized gain (loss) 
       on investments..........................         627,403          (79,760)         968,585          768,718
                                                  -------------    -------------    -------------    -------------
    Net gain (loss) on investments ............         802,597          106,889        1,466,031        1,041,432
                                                  -------------    -------------    -------------    -------------
  Reinvested capital gains ....................         275,147          150,836        2,228,156        1,546,715
                                                  -------------    -------------    -------------    -------------
   Net increase (decrease) in contract owners'.
        equity resulting from operations ......       1,080,651          260,560        3,541,801        2,453,649
                                                  -------------    -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners ...........................       2,774,469          589,787          646,577          482,037
  Transfers between funds .....................       1,481,828          869,824         (134,689)        (543,754)
  Redemptions .................................        (220,883)         (14,946)      (1,058,730)      (1,535,818)
  Annuity benefits ............................               -                -          (12,964)          (4,775)
  Annual contract maintenance charge (note 2) .          (2,588)            (224)         (14,839)         (16,461)
  Contingent deferred sales charges (note 2) ..          (5,005)             (78)          (6,993)         (16,969)
  Adjustments to maintain reserves ............            (981)              (3)           3,397            9,189
                                                  -------------    -------------    -------------    -------------
      Net equity transactions .................       4,026,840        1,444,360         (578,241)      (1,626,551)
                                                  -------------    -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY .........       5,107,491        1,704,920        2,963,560          827,098
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ...       1,896,251          191,331       10,517,144        9,690,046
                                                  -------------    -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD .........   $   7,003,742        1,896,251       13,480,704       10,517,144
                                                  =============    =============    =============    =============
</TABLE>
(Continued)
<PAGE>   6



                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>


                                                            ACTCINTLGR                       ACTCULTRA           
                                                    ---------------------------     ---------------------------  
                                                      1998              1997             1998             1997      
                                                  -------------    -------------    -------------    -------------
INVESTMENT ACTIVITY:
<S>                                               <C>             <C>             <C>               <C>  
  Reinvested dividends ........................   $       1,491            1,451                -            4,160
  Mortality, expense and administration
    charges (note 2) ..........................         (10,515)          (7,272)        (183,975)        (122,017)
                                                  -------------    -------------    -------------    -------------
    Net investment activity ...................          (9,024)          (5,821)        (183,975)        (117,857)
                                                  -------------    -------------    -------------    -------------

  Proceeds from mutual fund shares sold .......         622,576          411,368        1,479,795        1,635,447
  Cost of mutual fund shares sold .............        (562,613)        (361,201)      (1,263,460)      (1,055,134)
                                                  -------------    -------------    -------------    -------------
    Realized gain (loss) on investments .......          59,963           50,167          216,335          580,313
  Change in unrealized gain (loss) on investments        35,468          (27,035)       2,426,265         (936,614)
                                                  -------------    -------------    -------------    -------------
    Net gain (loss) on investments ............          95,431           23,132        2,642,600         (356,301)
                                                  -------------    -------------    -------------    -------------
  Reinvested capital gains ....................          12,976           65,811        1,488,048        2,211,772
                                                  -------------    -------------    -------------    -------------
    Net increase (decrease) in contract owners'
        equity resulting from operations ......          99,383           83,122        3,946,673        1,737,614
                                                  -------------    -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners ...........................         282,424          154,962        3,883,377        3,371,633
  Transfers between funds .....................          47,185          (81,095)        (311,089)        (589,520)
  Redemptions .................................         (38,282)        (151,902)      (1,084,444)        (729,493)
  Annuity benefits ............................               -                -                -                - 
  Annual contract maintenance charge (note 2) .            (677)            (269)         (14,129)          (7,543)
  Contingent deferred sales charges (note 2) ..            (699)          (6,228)         (23,446)         (23,504)
  Adjustments to maintain reserves ............              14              (16)             172               96
                                                  -------------    -------------    -------------    -------------
      Net equity transactions .................         289,965          (84,548)       2,450,441        2,021,669
                                                  -------------    -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY .........         389,348           (1,426)       6,397,114        3,759,283
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ...         498,568          499,994       11,089,110        7,329,827
                                                  -------------    -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD .........   $     887,916          498,568       17,486,224       11,089,110
                                                  =============    =============    =============    =============

</TABLE>


<TABLE>
<CAPTION>


                                                               DEHYBD                            DRYABDS
                                                     ---------------------------        ---------------------------
                                                         1998            1997               1998            1997
                                                     -------------   -------------    -------------    -------------
INVESTMENT ACTIVITY:
<S>                                                 <C>                <C>               <C>              <C>    
  Reinvested dividends ..........................   $     123,276          116,418          115,918          109,727
  Mortality, expense and administration
    charges (note 2) ............................         (16,341)         (16,476)         (25,437)         (23,480)
                                                    -------------    -------------    -------------    -------------
    Net investment activity .....................         106,935           99,942           90,481           86,247
                                                    -------------    -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........         341,656          192,668        1,243,229          870,811
  Cost of mutual fund shares sold ...............        (327,084)        (185,268)      (1,219,521)        (874,737)
                                                    -------------    -------------    -------------    -------------
    Realized gain (loss) on investments .........          14,572            7,400           23,708           (3,926)
  Change in unrealized gain (loss) on investments        (151,204)          43,399         (120,982)          38,180
                                                    -------------    -------------    -------------    -------------
    Net gain (loss) on investments ..............        (136,632)          50,799          (97,274)          34,254
                                                    -------------    -------------    -------------    -------------
  Reinvested capital gains ......................               -                -           32,247           21,033
                                                    -------------    -------------    -------------    -------------
    Net increase (decrease) in contract owners'
        equity resulting from operations ........         (29,697)         150,741           25,454          141,534
                                                    -------------    -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................         156,659          236,070          545,761          592,080
  Transfers between funds .......................        (127,468)         143,298          (80,789)        (506,273)
  Redemptions ...................................        (241,587)        (144,393)        (241,342)        (228,961)
  Annuity benefits ..............................               -                -                -                - 
  Annual contract maintenance charge (note 2) ...            (495)            (393)          (1,451)          (1,091)
  Contingent deferred sales charges (note 2) ....          (1,713)          (3,311)          (3,165)          (3,508)
  Adjustments to maintain reserves ..............             (83)              20             (408)               6
                                                    -------------    -------------    -------------    -------------
      Net equity transactions ...................        (214,687)         231,291          218,606         (147,747)
                                                    -------------    -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........        (244,384)         382,032          244,060           (6,213)
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       1,340,246          958,214        1,848,441        1,854,654
                                                    -------------    -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   1,095,862        1,340,246        2,092,501        1,848,441
                                                    =============    =============    =============    =============


</TABLE>
<PAGE>   7

                                      
                         NATIONWIDE VARIABLE ACCOUNT
                     STATEMENTS OF OPERATIONS AND CHANGES
                          IN CONTRACT OWNERS' EQUITY
                    YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                                 DRYAPP                          DRYBAL             
                                                      ---------------------------     ---------------------------  
                                                         1998            1997            1998            1997      
                                                    -------------    -------------   -------------    ------------- 
INVESTMENT ACTIVITY:
<S>                                                 <C>              <C>          <C>                <C>    
  Reinvested dividends ..........................   $       3,740                -           3,036                - 
  Mortality, expense and administration
    charges (note 2) ............................          (3,370)               -          (1,249)               - 
                                                    -------------    -------------   -------------    -------------
    Net investment activity .....................             370                -           1,787                - 
                                                    -------------    -------------   -------------    -------------

  Proceeds from mutual fund shares sold .........         108,365                -          38,449                - 
  Cost of mutual fund shares sold ...............        (104,926)               -         (38,148)               - 
                                                    -------------    -------------   -------------    -------------
    Realized gain (loss) on investments .........           3,439                -             301                - 
  Change in unrealized gain (loss) on 
    investments .................................          61,961                -          (5,894)               - 
                                                    -------------    -------------   -------------    -------------
    Net gain (loss) on investments ..............          65,400                -          (5,593)               - 
                                                    -------------    -------------   -------------    -------------
  Reinvested capital gains ......................           1,147                -           8,351                - 
                                                    -------------    -------------   -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........          66,917                -           4,545                - 
                                                    -------------    -------------   -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................         301,616                -         123,154                - 
  Transfers between funds .......................         367,247                -          63,401                - 
  Redemptions ...................................         (18,608)               -         (31,225)               - 
  Annuity benefits ..............................               -                -               -                - 
  Annual contract maintenance charge (note 2) ...            (113)               -              (9)               - 
  Contingent deferred sales charges (note 2) ....             (36)               -               -                - 
  Adjustments to maintain reserves ..............             273                -             (50)               - 
                                                    -------------    -------------   -------------    -------------
      Net equity transactions ...................         650,379                -         155,271                - 
                                                    -------------    -------------   -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........         717,296                -         159,816                - 
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....               -                -               -                - 
                                                    -------------    -------------   -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $     717,296                -         159,816                - 
                                                    =============    =============   =============    =============

</TABLE>



<TABLE>
<CAPTION>

                                                            DRY500IX                          DRY3DCEN
                                                   ---------------------------       ---------------------------
                                                       1998             1997             1998            1997
                                                  -------------    -------------    -------------    -------------
INVESTMENT ACTIVITY:
<S>                                               <C>              <C>             <C>            <C>  
  Reinvested dividends ........................   $     120,795           76,946                -            1,186
  Mortality, expense and administration
    charges (note 2) ..........................        (129,044)         (65,774)         (11,355)          (7,462)
                                                  -------------    -------------    -------------    -------------
    Net investment activity ...................          (8,249)          11,172          (11,355)          (6,276)
                                                  -------------    -------------    -------------    -------------

  Proceeds from mutual fund shares sold .......       2,847,389        2,535,120          277,680          479,349
  Cost of mutual fund shares sold .............      (2,101,605)      (2,054,865)        (215,841)        (427,821)
                                                  -------------    -------------    -------------    -------------
    Realized gain (loss) on investments .......         745,784          480,255           61,839           51,528
  Change in unrealized gain (loss) on invest ..       1,493,487          604,315           68,617           39,050
                                                  -------------    -------------    -------------    -------------
    Net gain (loss) on investments ............       2,239,271        1,084,570          130,456           90,578
                                                  -------------    -------------    -------------    -------------
  Reinvested capital gains ....................           2,453          117,343          106,354           53,383
                                                  -------------    -------------    -------------    -------------
    Net increase (decrease) in contract owners'
        equity resulting from operations ......       2,233,475        1,213,085          225,455          137,685
                                                  -------------    -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners ...........................       3,936,518        1,991,411          195,911          338,691
  Transfers between funds .....................           1,528        1,332,333            7,991           41,154
  Redemptions .................................      (1,319,672)        (182,233)         (70,148)        (125,882)
  Annuity benefits ............................               -                -                -                - 
  Annual contract maintenance charge (note 2) .          (8,663)          (2,126)          (1,341)            (358)
  Contingent deferred sales charges (note 2) ..         (28,571)          (2,808)          (2,211)          (3,494)
  Adjustments to maintain reserves ............              51              420                1               33
                                                  -------------    -------------    -------------    -------------
    Net equity transactions ...................       2,581,191        3,136,997          130,203          250,144
                                                  -------------    -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY .........       4,814,666        4,350,082          355,658          387,829
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ...       7,631,150        3,281,068          721,473          333,644
                                                  -------------    -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD .........   $  12,445,816        7,631,150        1,077,131          721,473
                                                  =============    =============    =============    =============

</TABLE>
(Continued)

<PAGE>   8


                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                               EVINCGRO                          FEDHIYLD               
                                                      ---------------------------       ---------------------------     
                                                         1998            1997            1998            1997         
                                                    -------------    -------------    -------------    -------------   
INVESTMENT ACTIVITY:
<S>                                                 <C>                <C>              <C>           <C>          
  Reinvested dividends ..........................   $      53,014           46,100           10,742                - 
  Mortality, expense and administration
    charges (note 2) ............................         (15,523)         (12,752)          (1,643)               - 
                                                    -------------    -------------    -------------    -------------
    Net investment activity .....................          37,491           33,348            9,099                - 
                                                    -------------    -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........         141,082          124,635            6,112                - 
  Cost of mutual fund shares sold ...............        (121,276)        (118,286)          (6,420)               - 
                                                    -------------    -------------    -------------    -------------
    Realized gain (loss) on investments .........          19,806            6,349             (308)               - 
  Change in unrealized gain (loss) on invest ....        (202,823)         103,540            2,169                - 
                                                    -------------    -------------    -------------    -------------
    Net gain (loss) on investments ..............        (183,017)         109,889            1,861                - 
                                                    -------------    -------------    -------------    -------------
  Reinvested capital gains ......................         119,607           68,181                -                - 
                                                    -------------    -------------    -------------    -------------
    Net increase (decrease) in contract owners'
        equity resulting from operations ........         (25,919)         211,418           10,960                - 
                                                    -------------    -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................         529,511           60,014           52,736                - 
  Transfers between funds .......................          (1,596)         (27,145)         427,826                - 
  Redemptions ...................................        (329,204)         (50,285)          (2,247)               - 
  Annuity benefits ..............................               -                -                -                - 
  Annual contract maintenance charge (note 2) ...            (584)            (423)             (13)               - 
  Contingent deferred sales charges (note 2) ....            (286)          (1,158)             (46)               - 
  Adjustments to maintain reserves ..............               3               10              162                - 
                                                    -------------    -------------    -------------    -------------
    Net equity transactions ...................           197,844          (18,987)         478,418                - 
                                                    -------------    -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........         171,925          192,431          489,378                - 
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       1,109,581          917,150                -                - 
                                                    -------------    -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   1,281,506        1,109,581          489,378                - 
                                                    =============    =============    =============    =============

</TABLE>


<TABLE>
<CAPTION>

                                                                      FEDBDFD                           FABAL
                                                            ---------------------------      ---------------------------
                                                                1998            1997          1998           1997
                                                           -------------  -------------  -------------  -------------
INVESTMENT ACTIVITY:
<S>                                                          <C>              <C>            <C>             <C>  
  Reinvested dividends ...................................   $    63,263         21,641         11,502          3,087
  Mortality, expense and administration
    charges (note 2) .....................................       (11,793)        (3,878)        (4,942)        (1,279)
                                                             -----------    -----------    -----------    -----------
    Net investment activity ..............................        51,470         17,763          6,560          1,808
                                                             -----------    -----------    -----------    -----------

  Proceeds from mutual fund shares sold ..................        87,912         36,495        463,667         20,257
  Cost of mutual fund shares sold ........................       (85,985)       (36,293)      (435,638)       (18,774)
                                                             -----------    -----------    -----------    -----------
    Realized gain (loss) on investments ..................         1,927            202         28,029          1,483
  Change in unrealized gain (loss) on investments.........       (22,462)        11,825        (21,984)         2,888
                                                             -----------    -----------    -----------    -----------
    Net gain (loss) on investments .......................       (20,535)        12,027          6,045          4,371
                                                             -----------    -----------    -----------    -----------
  Reinvested capital gains ...............................             -              -         35,081          9,912
                                                             -----------    -----------    -----------    -----------
   Net increase (decrease) in contract owners'
        equity resulting from operations .................        30,935         29,790         47,686         16,091
                                                             -----------    -----------    -----------    -----------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners ......................................       217,429         42,403        285,138        115,578
  Transfers between funds ................................       627,230        206,842        (26,713)        23,256
  Redemptions ............................................       (41,428)        (7,402)       (15,263)        (8,828)
  Annuity benefits .......................................             -              -              -              - 
  Annual contract maintenance charge (note 2) ............          (198)           (21)          (415)           (76)
  Contingent deferred sales charges (note 2) .............            (1)             -           (539)          (348)
  Adjustments to maintain reserves .......................            (3)            (6)           (12)           (26)
                                                             -----------    -----------    -----------    -----------
    Net equity transactions ..............................       803,029        241,816        242,196        129,556
                                                             -----------    -----------    -----------    -----------

NET CHANGE IN CONTRACT OWNERS' EQUITY ....................       833,964        271,606        289,882        145,647
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ..............       371,500         99,894        175,488         29,841
                                                             -----------    -----------    -----------    -----------
CONTRACT OWNERS' EQUITY END OF PERIOD ....................   $ 1,205,464        371,500        465,370        175,488
                                                             ===========    ===========    ===========    ===========
                                                                                                             
                                            
</TABLE>


<PAGE>   9


                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                             FAEQINC                         FAGROPP              
                                                    ---------------------------     ---------------------------    
                                                      1998             1997             1998             1997        
                                                  -------------    -------------    -------------    -------------   
INVESTMENT ACTIVITY:
<S>                                               <C>                 <C>             <C>              <C>   
  Reinvested dividends .......................... $      10,023            9,331           48,032           48,467
  Mortality, expense and administration
    charges (note 2) ............................       (18,599)         (12,553)         (78,505)         (46,701)
                                                  -------------    -------------    -------------    -------------
    Net investment activity .....................        (8,576)          (3,222)         (30,473)           1,766
                                                  -------------    -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........       319,587          146,787        1,353,752        1,220,774
  Cost of mutual fund shares sold ...............      (238,766)        (121,404)      (1,094,861)        (997,920)
                                                  -------------    -------------    -------------    -------------
    Realized gain (loss) on investments .........        80,821           25,383          258,891          222,854
  Change in unrealized gain (loss) on investments        55,249          113,836          732,635          375,374
                                                  -------------    -------------    -------------    -------------
    Net gain (loss) on investments ..............       136,070          139,219          991,526          598,228
                                                  -------------    -------------    -------------    -------------
  Reinvested capital gains ......................        71,848           67,192          251,548          246,460
                                                  -------------    -------------    -------------    -------------
    Net increase (decrease) in contract owners'
        equity resulting from operations ........       199,342          203,189        1,212,601          846,454
                                                  -------------    -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................       451,869          197,077        1,711,707        1,354,651
  Transfers between funds .......................        35,389          169,371          (64,906)         633,126
  Redemptions ...................................      (185,723)         (41,115)        (359,563)        (155,973)
  Annuity benefits ..............................             -                -                -                - 
  Annual contract maintenance charge (note 2) ...        (1,384)            (369)          (5,519)          (1,594)
  Contingent deferred sales charges (note 2) ....        (1,588)          (1,252)          (6,868)          (4,894)
  Adjustments to maintain reserves ..............            (6)              23               44               78
                                                  -------------    -------------    -------------    -------------
    Net equity transactions ...................         298,557          323,735        1,274,895        1,825,394
                                                  -------------    -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........       497,899          526,924        2,487,496        2,671,848
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....     1,210,420          683,496        4,798,392        2,126,544
                                                  -------------    -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ........... $   1,708,319        1,210,420        7,285,888        4,798,392
                                                  =============    =============    =============    =============
</TABLE>
                                            

<TABLE>
<CAPTION>

                                                                FAHIYLD                     FIDASMGR
                                                      ---------------------------    ---------------------------
                                                           1998           1997            1998            1997
                                                     --------------  -------------  -------------    -------------
INVESTMENT ACTIVITY:
<S>                                                 <C>              <C>              <C>              <C>    
  Reinvested dividends ..........................   $     255,735        148,014          117,170          110,938
  Mortality, expense and administration
    charges (note 2) ............................         (38,336)       (20,450)         (49,446)         (42,804)
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................         217,399        127,564           67,724           68,134
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........       1,050,322        321,627          896,828          821,473
  Cost of mutual fund shares sold ...............      (1,032,112)      (303,939)        (671,236)        (677,732)
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........          18,210         17,688          225,592          143,741
  Change in unrealized gain (loss) on investments        (349,860)         5,965         (393,169)         197,082
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............        (331,650)        23,653         (167,577)         340,823
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................          31,024         51,990          626,712          205,712
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........         (83,227)       203,207          526,859          614,669
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................         814,267        743,205          740,021          634,370
  Transfers between funds .......................        (223,421)       829,565          (76,681)        (301,774)
  Redemptions ...................................        (195,080)       (78,562)        (694,794)        (313,159)
  Annuity benefits ..............................               -              -                -                - 
  Annual contract maintenance charge (note 2) ...          (1,287)          (449)          (2,816)          (2,060)
  Contingent deferred sales charges (note 2) ....          (3,651)        (1,423)         (16,506)          (8,276)
  Adjustments to maintain reserves ..............             446           (337)              21               43
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................         391,274      1,491,999          (50,755)           9,144
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........         308,047      1,695,206          476,104          623,813
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       2,492,698        797,492        3,668,034        3,044,221
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   2,800,745      2,492,698        4,144,138        3,668,034
                                                    =============  =============    =============    =============
</TABLE>

(Continued)
<PAGE>   10



                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                               FIDCAPINC                      FIDEQINC              
                                                     ---------------------------      ---------------------------    
                                                         1998            1997            1998            1997        
                                                    -------------   -------------   -------------    -------------   
INVESTMENT ACTIVITY:
<S>                                                 <C>               <C>             <C>              <C>    
  Reinvested dividends ..........................   $     117,272         87,131          269,798          309,641
  Mortality, expense and administration
    charges (note 2) ............................         (16,266)       (15,505)        (229,390)        (206,648)
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................         101,006         71,626           40,408          102,993
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........         139,878        119,208        3,943,497        2,893,495
  Cost of mutual fund shares sold ...............        (116,142)      (102,280)      (2,379,246)      (1,851,804)
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........          23,736         16,928        1,564,251        1,041,691
  Change in unrealized gain (loss) on investments        (112,592)        66,754         (528,172)       2,069,323
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............         (88,856)        83,682        1,036,079        3,111,014
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................          32,589              -          735,781          658,912
                                                    -------------  -------------    -------------    -------------
    Net increase (decrease) in contract owners'
       equity resulting from operations .........          44,739        155,308        1,812,268        3,872,919
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................           1,897              -        1,203,569        1,025,601
  Transfers between funds .......................          (8,199)        (2,573)      (1,030,099)          20,535
  Redemptions ...................................        (112,832)       (97,708)      (2,317,284)      (1,703,965)
  Annuity benefits ..............................          (1,566)        (1,097)          (4,684)          (3,737)
  Annual contract maintenance charge (note 2) ...          (1,764)        (2,112)         (17,633)         (16,868)
  Contingent deferred sales charges (note 2) ....            (290)          (281)         (13,552)         (14,857)
  Adjustments to maintain reserves ..............             144           (550)            (186)             293
                                                    -------------  -------------    -------------    -------------
    Net equity transactions .....................        (122,610)      (104,321)      (2,179,869)        (692,998)
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........         (77,871)        50,987         (367,601)       3,179,921
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       1,289,328      1,238,341       17,444,026       14,264,105
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   1,211,457      1,289,328       17,076,425       17,444,026
                                                    =============  =============    =============    =============

</TABLE>

<TABLE>
<CAPTION>

                                                               FIDMGIN                         FIDPURTN
                                                     ---------------------------      ---------------------------
                                                         1998            1997             1998            1997
                                                    -------------   -------------   -------------    -------------
INVESTMENT ACTIVITY:
<S>                                                 <C>              <C>             <C>              <C>    
  Reinvested dividends ..........................   $     117,953         180,615         443,211          361,432
  Mortality, expense and administration
    charges (note 2) ............................        (234,858)       (171,071)       (173,935)        (129,814)
                                                    -------------   -------------   -------------    -------------
    Net investment activity .....................        (116,905)          9,544         269,276          231,618
                                                    -------------   -------------   -------------    -------------

  Proceeds from mutual fund shares sold .........       1,944,713       2,718,430       1,884,862        1,265,875
  Cost of mutual fund shares sold ...............      (1,734,936)     (2,272,279)     (1,482,526)      (1,040,109)
                                                    -------------   -------------   -------------    -------------
    Realized gain (loss) on investments .........         209,777         446,151         402,336          225,766
  Change in unrealized gain (loss) on investment        4,084,520       1,660,947         177,749          821,043
                                                    -------------   -------------   -------------    -------------
    Net gain (loss) on investments ..............       4,294,297       2,107,098         580,085        1,046,809
                                                    -------------   -------------   -------------    -------------
  Reinvested capital gains ......................         884,756         753,138       1,012,923          536,381
                                                    -------------   -------------   -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........       5,062,148       2,869,780       1,862,284        1,814,808
                                                    -------------   -------------   -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................       4,957,504       2,893,931       2,895,054        3,077,343
  Transfers between funds .......................        (286,839)     (1,898,187)       (942,420)        (390,612)
  Redemptions ...................................      (1,512,760)       (939,188)     (1,263,833)        (414,158)
  Annuity benefits ..............................               -               -               -                - 
  Annual contract maintenance charge (note 2) ...         (16,887)        (12,358)         (9,022)          (6,296)
  Contingent deferred sales charges (note 2) ....         (31,705)        (27,286)        (23,520)         (12,075)
  Adjustments to maintain reserves ..............             251             349              89              105
                                                    -------------   -------------   -------------    -------------
      Net equity transactions ...................       3,109,564          17,261         656,348        2,254,307
                                                    -------------   -------------   -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........       8,171,712       2,887,041       2,518,632        4,069,115
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....      14,580,812      11,693,771      11,858,759        7,789,644
                                                    -------------   -------------   -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $  22,752,524      14,580,812      14,377,391       11,858,759
                                                    =============   =============   =============    =============

</TABLE>

<PAGE>   11

                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                             FIDVIPHI                       FRANMUTSER            
                                                    ---------------------------     ---------------------------   
                                                       1998             1997            1998             1997       
                                                  -------------    -------------    -------------    -------------  
INVESTMENT ACTIVITY:
<S>                                               <C>              <C>              <C>              <C>               
  Reinvested dividends ........................   $      19,285           18,061            3,923                - 
  Mortality, expense and administration
    charges (note 2) ..........................          (2,858)          (3,314)          (1,297)               - 
                                                  -------------    -------------    -------------    -------------
    Net investment activity ...................          16,427           14,747            2,626                - 
                                                  -------------    -------------    -------------    -------------

  Proceeds from mutual fund shares sold .......         146,537           39,981           34,211                - 
  Cost of mutual fund shares sold .............        (137,310)         (37,078)         (39,523)               - 
                                                  -------------    -------------    -------------    -------------
    Realized gain (loss) on investments .......           9,227            2,903           (5,312)               - 
  Change in unrealized gain (loss)
       on investments .........................         (46,265)          20,298          (16,432)               - 
                                                  -------------    -------------    -------------    -------------
    Net gain (loss) on investments ............         (37,038)          23,201          (21,744)               - 
                                                  -------------    -------------    -------------    -------------
  Reinvested capital gains ....................          12,254            2,232           10,640                - 
                                                  -------------    -------------    -------------    -------------
    Net increase (decrease) in contract owners'
        equity resulting from operations ......          (8,357)          40,180           (8,478)               - 
                                                  -------------    -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners ...........................               -                -          151,888                - 
  Transfers between funds .....................        (132,120)          (4,194)          43,975                - 
  Redemptions .................................         (11,242)         (32,145)          (1,472)               - 
  Annuity benefits ............................               -                -                -                - 
  Annual contract maintenance charge (note 2) .            (110)            (222)             (16)               - 
  Contingent deferred sales charges (note 2) ..               -              (95)               -                - 
  Adjustments to maintain reserves ............              (4)            (196)              96                - 
                                                  -------------    -------------    -------------    -------------
    Net equity transactions ...................        (143,476)         (36,852)         194,471                - 
                                                  -------------    -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY .........        (151,833)           3,328          185,993                - 
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD ...         273,172          269,844                -                - 
                                                  -------------    -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD .........   $     121,339          273,172          185,993                - 
                                                  =============    =============    =============    =============

</TABLE>

<TABLE>
<CAPTION>

                                                                                                           
                                                               JANFUND                          JAN20FD
                                                     ---------------------------      ---------------------------
                                                         1998            1997             1998            1997
                                                    -------------  -------------    -------------    -------------
INVESTMENT ACTIVITY:
<S>                                                 <C>            <C>              <C>              <C>   
  Reinvested dividends ..........................   $      13,196         26,556           42,176           16,202
  Mortality, expense and administration
    charges (note 2) ............................         (59,083)       (36,518)        (127,040)         (64,389)
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................         (45,887)        (9,962)         (84,864)         (48,187)
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........         630,648        441,921        2,274,301        2,411,435
  Cost of mutual fund shares sold ...............        (554,019)      (403,087)      (1,711,517)      (2,113,928)
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........          76,629         38,834          562,784          297,507
  Change in unrealized gain (loss) on 
   investments ..................................       1,321,824        (64,982)       5,023,354          127,847
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............       1,398,453        (26,148)       5,586,138          425,354
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................         144,449        543,614           91,123          734,575
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........       1,497,015        507,504        5,592,397        1,111,742
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................       1,312,739      1,003,807        3,053,816        1,839,757
  Transfers between funds .......................         123,452        441,173        2,754,222          185,607
  Redemptions ...................................        (273,851)      (111,066)        (867,882)        (607,222)
  Annuity benefits ..............................               -              -                -                - 
  Annual contract maintenance charge (note 2) ...          (3,757)        (1,046)          (8,378)          (2,887)
  Contingent deferred sales charges (note 2) ....          (5,439)        (1,859)         (17,610)         (17,382)
  Adjustments to maintain reserves ..............              87              5              447               80
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................       1,153,231      1,331,014        4,914,615        1,397,953
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........       2,650,246      1,838,518       10,507,012        2,509,695
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       3,447,634      1,609,116        5,909,299        3,399,604
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   6,097,880      3,447,634       16,416,311        5,909,299
                                                    =============  =============    =============    =============

</TABLE>


(Continued)
<PAGE>   12



                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                              JANWRLDWDE                       LAZSMCAP             
                                                    ---------------------------     ---------------------------   
                                                         1998            1997            1998            1997       
                                                    -------------   -------------   -------------   -------------  
INVESTMENT ACTIVITY:
<S>                                                 <C>            <C>           <C>                <C>           
  Reinvested dividends ..........................   $      27,824         19,023                -                - 
  Mortality, expense and administration
    charges (note 2) ............................         (73,506)       (31,612)               -                - 
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................         (45,682)       (12,589)               -                - 
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........       1,326,534        584,448                -                - 
  Cost of mutual fund shares sold ...............      (1,091,427)      (530,660)               -                - 
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........         235,107         53,788                -                - 
  Change in unrealized gain (loss) on investments         896,338        (29,732)               -                - 
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............       1,131,445         24,056                -                - 
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................               -        252,002                -                - 
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........       1,085,763        263,469                -                - 
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................       2,138,597      1,462,110                -                - 
  Transfers between funds .......................         111,111      1,864,319              454                - 
  Redemptions ...................................        (301,152)       (78,572)               -                - 
  Annuity benefits ..............................               -              -                -                - 
  Annual contract maintenance charge (note 2) ...          (5,392)          (773)               -                - 
  Contingent deferred sales charges (note 2) ....          (6,090)        (1,044)               -                - 
  Adjustments to maintain reserves ..............              70           (145)              16                - 
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................       1,937,144      3,245,895              470                - 
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........       3,022,907      3,509,364              470                - 
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       3,974,671        465,307                -                - 
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   6,997,578      3,974,671              470                - 
                                                    =============  =============    =============    =============
</TABLE>


<TABLE>
<CAPTION>

                                           
                                                               MFSWDGVT                          NWBDFD
                                                     ---------------------------      ---------------------------
                                                         1998            1997             1998            1997
                                                    -------------  -------------    -------------    -------------
INVESTMENT ACTIVITY:
<S>                                                 <C>              <C>              <C>              <C>   
  Reinvested dividends ..........................   $      46,268         29,388           93,677           99,663
  Mortality, expense and administration
    charges (note 2) ............................          (9,446)       (11,467)         (20,893)         (20,516)
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................          36,822         17,921           72,784           79,147
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........         254,224        436,153          536,549          485,789
  Cost of mutual fund shares sold ...............        (271,092)      (460,939)        (509,194)        (527,157)
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........         (16,868)       (24,786)          27,355          (41,368)
  Change in unrealized gain (loss) on investments          (1,563)       (14,028)           2,462           78,384
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............         (18,431)       (38,814)          29,817           37,016
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................               -          3,807                -                - 
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........          18,391        (17,086)         102,601          116,163
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................          53,676         35,762          373,966          218,598
  Transfers between funds .......................          10,990       (134,039)        (106,283)        (104,705)
  Redemptions ...................................         (84,094)      (161,551)        (479,980)        (130,239)
  Annuity benefits ..............................          (2,578)        (2,597)            (214)            (203)
  Annual contract maintenance charge (note 2) ...          (1,081)        (1,293)          (1,293)          (1,055)
  Contingent deferred sales charges (note 2) ....            (962)        (1,956)            (972)          (2,203)
  Adjustments to maintain reserves ..............             273            156               59                8
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................         (23,776)      (265,518)        (214,717)         (19,799)
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........          (5,385)      (282,604)        (112,116)          96,364
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....         761,789      1,044,393        1,713,185        1,616,821
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $     756,404        761,789        1,601,069        1,713,185
                                                    =============  =============    =============    =============

</TABLE>

<PAGE>   13


                         NATIONWIDE VARIABLE ACCOUNT
                     STATEMENTS OF OPERATIONS AND CHANGES
                          IN CONTRACT OWNERS' EQUITY
                    YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                               NWFUND                          NWGROFD              
                                                    ---------------------------     ---------------------------    
                                                         1998            1997            1998            1997        
                                                    -------------  -------------    -------------    -------------   
INVESTMENT ACTIVITY:
<S>                                                 <C>              <C>               <C>             <C>   
  Reinvested dividends ..........................   $      58,065         42,568            5,977           31,889
  Mortality, expense and administration
    charges (note 2) ............................         (79,929)       (43,646)         (53,844)         (53,875)
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................         (21,864)        (1,078)         (47,867)         (21,986)
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........       2,006,814        422,079        2,457,885          615,042
  Cost of mutual fund shares sold ...............      (1,061,945)      (247,136)      (1,632,831)        (367,660)
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........         944,869        174,943          825,054          247,382
  Change in unrealized gain (loss) on investments         168,811        627,149         (146,456)         124,155
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............       1,113,680        802,092          678,598          371,537
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................         351,018        218,982          224,429          533,665
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........       1,442,834      1,019,996          855,160          883,216
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................       2,518,633        613,432          390,995          163,823
  Transfers between funds .......................         286,664        548,513         (150,263)           2,896
  Redemptions ...................................      (1,272,428)      (165,231)      (1,950,035)        (318,735)
  Annuity benefits ..............................          (1,645)        (1,292)          (1,563)          (1,330)
  Annual contract maintenance charge (note 2) ...          (5,526)        (1,864)          (3,472)          (2,546)
  Contingent deferred sales charges (note 2) ....          (5,815)          (600)          (4,096)          (4,373)
  Adjustments to maintain reserves ..............            (970)        (1,053)             524              396
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................       1,518,913        991,905       (1,717,910)        (159,869)
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........       2,961,747      2,011,901         (862,750)         723,347
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       4,500,730      2,488,829        4,406,739        3,683,392
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   7,462,477      4,500,730        3,543,989        4,406,739
                                                    =============  =============    =============    =============

</TABLE>

<TABLE>
<CAPTION>


                                                               NWMYMKT                          NWUSGVT
                                                     ---------------------------      ---------------------------
                                                         1998            1997             1998            1997
                                                    -------------   -------------   -------------    -------------
INVESTMENT ACTIVITY:
<S>                                                 <C>             <C>              <C>               <C>  
  Reinvested dividends ..........................   $     461,473         427,521          14,221            2,659
  Mortality, expense and administration
    charges (note 2) ............................        (122,488)       (111,984)         (3,754)            (600)
                                                    -------------   -------------   -------------    -------------
    Net investment activity .....................         338,985         315,537          10,467            2,059
                                                    -------------   -------------   -------------    -------------

  Proceeds from mutual fund shares sold .........      13,390,890      14,140,604         370,513           49,603
  Cost of mutual fund shares sold ...............     (13,390,890)    (14,140,604)       (365,796)         (49,605)
                                                    -------------   -------------   -------------    -------------
    Realized gain (loss) on investments .........               -               -           4,717               (2)
  Change in unrealized gain (loss) on investments               -               -          (8,808)           1,852
                                                    -------------   -------------   -------------    -------------
    Net gain (loss) on investments ..............               -               -          (4,091)           1,850
                                                    -------------   -------------   -------------    -------------
  Reinvested capital gains ......................               -               -           3,694                - 
                                                    -------------   -------------   -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........         338,985         315,537          10,070            3,909
                                                    -------------   -------------   -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................       6,108,738       4,503,576         292,897           34,673
  Transfers between funds .......................         188,506      (3,008,782)        147,064          (23,833)
  Redemptions ...................................      (2,839,314)     (1,686,416)         (7,884)          (5,095)
  Annuity benefits ..............................          (1,725)         (1,551)              -                - 
  Annual contract maintenance charge (note 2) ...          (8,599)         (7,909)           (162)             (40)
  Contingent deferred sales charges (note 2) ....         (48,336)        (24,598)           (105)            (238)
  Adjustments to maintain reserves ..............           1,133             309             796               (6)
                                                    -------------   -------------   -------------    -------------
      Net equity transactions ...................       3,400,403        (225,371)        432,606            5,461
                                                    -------------   -------------   -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........       3,739,388          90,166         442,676            9,370
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       7,765,550       7,675,384          75,160           65,790
                                                    -------------   -------------   -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $  11,504,938       7,765,550         517,836           75,160
                                                    =============   =============   =============    =============

                                            
</TABLE>

(Continued)

<PAGE>   14

  
                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                             NBGENESTR                       NBGUARD TR            
                                                     ---------------------------     ---------------------------   
                                                         1998            1997            1998            1997       
                                                    -------------  -------------    -------------    -------------  
INVESTMENT ACTIVITY:
<S>                                                 <C>            <C>                <C>              <C>   
  Reinvested dividends ..........................   $       3,629              -           43,561           43,637
  Mortality, expense and administration
    charges (note 2) ............................          (5,221)             -         (102,643)         (90,339)
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................          (1,592)             -          (59,082)         (46,702)
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........          46,166              -        1,421,419          852,547
  Cost of mutual fund shares sold ...............         (51,966)             -       (1,295,137)        (629,818)
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........          (5,800)             -          126,282          222,729
  Change in unrealized gain (loss) on investments         (47,655)             -       (1,131,594)        (237,797)
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............         (53,455)             -       (1,005,312)         (15,068)
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................           6,048              -        1,110,714        1,010,701
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........         (48,999)             -           46,320          948,931
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................         361,520              -        1,484,830        1,854,345
  Transfers between funds .......................         323,146              -       (1,057,014)          13,046
  Redemptions ...................................         (10,080)             -         (595,129)        (394,887)
  Annuity benefits ..............................               -              -                -                - 
  Annual contract maintenance charge (note 2) ...             (57)             -           (5,098)          (3,499)
  Contingent deferred sales charges (note 2) ....             (76)             -           (8,659)          (9,677)
  Adjustments to maintain reserves ..............             267              -               (9)              88
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................         674,720              -         (181,079)       1,459,416
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........         625,721              -         (134,759)       2,408,347
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....               -              -        7,634,575        5,226,228
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $     625,721              -        7,499,816        7,634,575
                                                    =============  =============    =============    =============

</TABLE>
 

<TABLE>
<CAPTION>
                                          
                                                              NBLTDMAT                         NBPARTFD
                                                     ---------------------------      ---------------------------
                                                        1998            1997             1998            1997
                                                    -------------  -------------    -------------    -------------
INVESTMENT ACTIVITY:
<S>                                                 <C>            <C>            <C>            <C>   
  Reinvested dividends ..........................   $      50,742         51,322                -           42,968
  Mortality, expense and administration
    charges (note 2) ............................         (11,240)       (10,612)        (112,673)         (75,592)
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................          39,502         40,710         (112,673)         (32,624)
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........         212,801        512,384        1,369,375          893,439
  Cost of mutual fund shares sold ...............        (213,183)      (510,665)      (1,169,514)        (640,676)
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........            (382)         1,719          199,861          252,763
  Change in unrealized gain (loss) on investments         (12,717)         1,619         (542,191)        (202,544)
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............         (13,099)         3,338         (342,330)          50,219
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................               -              -          808,960        1,320,713
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........          26,403         44,048          353,957        1,338,308
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................         348,091        352,479        3,047,800        1,735,386
  Transfers between funds .......................        (146,743)      (302,390)        (551,497)         616,650
  Redemptions ...................................         (31,227)      (126,409)        (922,110)        (393,918)
  Annuity benefits ..............................               -              -                -                - 
  Annual contract maintenance charge (note 2) ...            (396)          (256)          (7,349)          (3,385)
  Contingent deferred sales charges (note 2) ....            (183)        (3,195)         (18,634)         (12,603)
  Adjustments to maintain reserves ..............             225             (2)             (27)              (5)
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................         169,767        (79,773)       1,548,183        1,942,125
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........         196,170        (35,725)       1,902,140        3,280,433
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....         785,148        820,873        7,426,836        4,146,403
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $     981,318        785,148        9,328,976        7,426,836
                                                    =============  =============    =============    =============

                                            
</TABLE>

<PAGE>   15


                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                               OPPGLOB                        PHXBALFD              
                                                     ---------------------------     ---------------------------    
                                                        1998            1997            1998            1997        
                                                    -------------  -------------    -------------    -------------   
INVESTMENT ACTIVITY:
<S>                                                 <C>            <C>              <C>              <C>   
  Reinvested dividends ..........................   $      61,774         96,072           18,333           15,090
  Mortality, expense and administration
    charges (note 2) ............................         (85,201)       (65,639)          (9,786)          (7,320)
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................         (23,427)        30,433            8,547            7,770
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........       2,675,792      1,614,192          143,908          215,973
  Cost of mutual fund shares sold ...............      (2,232,654)    (1,233,355)        (144,310)        (218,348)
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........         443,138        380,837             (402)          (2,375)
  Change in unrealized gain (loss) on investments        (210,371)      (186,375)          80,132           (8,166)
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............         232,767        194,462           79,730          (10,541)
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................         475,445        665,438           29,498           93,626
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........         684,785        890,333          117,775           90,855
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................       1,551,016      1,205,785          143,962          213,816
  Transfers between funds .......................         (79,722)       (95,415)         (31,417)        (146,863)
  Redemptions ...................................        (562,042)      (404,533)         (95,632)         (24,836)
  Annuity benefits ..............................               -              -                -                - 
  Annual contract maintenance charge (note 2) ...          (5,709)        (3,916)            (749)            (292)
  Contingent deferred sales charges (note 2) ....         (12,575)       (13,137)          (1,821)          (1,026)
  Adjustments to maintain reserves ..............          (5,842)            76               (7)               - 
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................         885,126        688,860           14,336           40,799
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........       1,569,911      1,579,193          132,111          131,654
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       5,695,782      4,116,589          663,764          532,110
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   7,265,693      5,695,782          795,875          663,764
                                                    =============  =============    =============    =============

                                            
</TABLE>


<TABLE>
<CAPTION>


                                                                 PRINT                           PRSMCAP
                                                     ---------------------------      ---------------------------
                                                        1998            1997             1998            1997
                                                    -------------  -------------    -------------    -------------
INVESTMENT ACTIVITY:
<S>                                               <C>              <C>            <C>              <C>                      
  Reinvested dividends .......................... $             -              -                -                - 
  Mortality, expense and administration
    charges (note 2) ............................               -              -                -                - 
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................               -              -                -                - 
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........               -              -                -                - 
  Cost of mutual fund shares sold ...............               -              -                -                - 
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........               -              -                -                - 
  Change in unrealized gain (loss) on investments               -              -                -                - 
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............               -              -                -                - 
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................               -              -                -                - 
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........               -              -                -                - 
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................               -              -                -                - 
  Transfers between funds .......................           1,815              -              454                - 
  Redemptions ...................................               -              -                -                - 
  Annuity benefits ..............................               -              -                -                - 
  Annual contract maintenance charge (note 2) ...               -              -                -                - 
  Contingent deferred sales charges (note 2) ....               -              -                -                - 
  Adjustments to maintain reserves ..............               1              -               12                - 
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................           1,816              -              466                - 
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........           1,816              -              466                - 
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....               -              -                -                - 
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $       1,816              -              466                - 
                                                    =============  =============    =============    =============

</TABLE>

 (Continued)
<PAGE>   16


                           NATIONWIDE VARIABLE ACCOUNT
                      STATEMENTS OF OPERATIONS AND CHANGES
                           IN CONTRACT OWNERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                               STTOTRET                        TEMFORFD             
                                                    ---------------------------     ---------------------------   
                                                           1998            1997            1998            1997       
                                                    -------------   -------------   -------------   -------------  
INVESTMENT ACTIVITY:
<S>                                                 <C>             <C>            <C>              <C>    
  Reinvested dividends ..........................   $       4,227          9,509          111,484          141,805
  Mortality, expense and administration
    charges (note 2) ............................         (22,635)       (18,949)         (59,378)         (59,161)
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................         (18,408)        (9,440)          52,106           82,644
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........         377,041        383,941        1,293,020          662,819
  Cost of mutual fund shares sold ...............        (384,883)      (343,668)      (1,287,738)        (572,838)
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........          (7,842)        40,273            5,282           89,981
  Change in unrealized gain (loss) on investments         473,589        (72,806)        (678,199)        (364,660)
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............         465,747        (32,533)        (672,917)        (274,679)
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................          21,813        333,588          328,019          373,056
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........         469,152        291,615         (292,792)         181,021
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................         307,761        396,146          917,664        1,244,024
  Transfers between funds .......................        (207,357)        39,129         (948,243)         175,787
  Redemptions ...................................        (154,396)      (178,732)        (423,401)        (209,477)
  Annuity benefits ..............................               -              -                -                - 
  Annual contract maintenance charge (note 2) ...          (1,357)          (635)          (3,898)          (2,245)
  Contingent deferred sales charges (note 2) ....          (2,073)        (4,415)          (5,931)          (6,278)
  Adjustments to maintain reserves ..............              34            161              (65)             (47)
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................         (57,388)       251,654         (463,874)       1,201,764
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........         411,764        543,269         (756,666)       1,382,785
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       1,613,016      1,069,747        4,826,284        3,443,499
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   2,024,780      1,613,016        4,069,618        4,826,284
                                                    =============  =============    =============    =============


</TABLE>


<TABLE>
<CAPTION>

                                                               WPEMGRO                         WPGIFXINC
                                                     ---------------------------      ---------------------------
                                                         1998            1997             1998            1997
                                                    -------------  -------------    -------------    -------------
INVESTMENT ACTIVITY:
<S>                                                 <C>            <C>              <C>               <C>      
  Reinvested dividends ..........................   $           -              -            3,459                - 
  Mortality, expense and administration
    charges (note 2) ............................         (61,048)       (49,041)            (821)               - 
                                                    -------------  -------------    -------------    -------------
    Net investment activity .....................         (61,048)       (49,041)           2,638                - 
                                                    -------------  -------------    -------------    -------------

  Proceeds from mutual fund shares sold .........       1,097,855      1,065,213            8,819                - 
  Cost of mutual fund shares sold ...............        (912,250)      (995,193)          (8,789)               - 
                                                    -------------  -------------    -------------    -------------
    Realized gain (loss) on investments .........         185,605         70,020               30                - 
  Change in unrealized gain (loss) on investments          95,404        399,868            1,566                - 
                                                    -------------  -------------    -------------    -------------
    Net gain (loss) on investments ..............         281,009        469,888            1,596                - 
                                                    -------------  -------------    -------------    -------------
  Reinvested capital gains ......................               -        263,613                -                - 
                                                    -------------  -------------    -------------    -------------
      Net increase (decrease) in contract owners'
        equity resulting from operations ........         219,961        684,460            4,234                - 
                                                    -------------  -------------    -------------    -------------

EQUITY TRANSACTIONS:
  Purchase payments received from
    contract owners .............................       1,272,369      1,083,873           64,115                - 
  Transfers between funds .......................        (414,970)        57,962           81,989                - 
  Redemptions ...................................        (547,689)      (298,254)            (400)               - 
  Annuity benefits ..............................               -              -                -                - 
  Annual contract maintenance charge (note 2) ...          (3,914)        (1,806)              (3)               - 
  Contingent deferred sales charges (note 2) ....         (13,328)       (10,397)             (25)               - 
  Adjustments to maintain reserves ..............             (10)            (4)              53                - 
                                                    -------------  -------------    -------------    -------------
      Net equity transactions ...................         292,458        831,374          145,729                - 
                                                    -------------  -------------    -------------    -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY ...........         512,419      1,515,834          149,963                - 
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .....       4,480,173      2,964,339                -                - 
                                                    -------------  -------------    -------------    -------------
CONTRACT OWNERS' EQUITY END OF PERIOD ...........   $   4,992,592      4,480,173          149,963                - 
                                                    =============  =============    =============    =============

</TABLE>

See accompanying notes to financial statements.

<PAGE>   17

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

                           NATIONWIDE VARIABLE ACCOUNT

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1998 and 1997



(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Organization and Nature of Operations

         The Nationwide Variable Account (the Account) was established pursuant
         to a resolution of the Board of Directors of Nationwide Life Insurance
         Company (the Company) on March 3, 1976. The Account has been registered
         as a unit investment trust under the Investment Company Act of 1940.

         The Company offers Individual Deferred Variable Annuity Contracts
         through the Account. As of December 25, 1982, only tax qualified
         contracts are issued. The primary distribution for the contract is
         through the Company for Individual Retirement Account rollovers;
         however, other distributors may be utilized.

     (b) The Contracts

         Only contracts without a front-end sales charge, but with a contingent
         deferred sales charge and certain other fees, are offered for purchase.
         See note 2 for a discussion of contract charges.

         With certain exceptions, contract owners in either the accumulation or
         the payout phase may invest in the following:
<TABLE>
<CAPTION>

            <S>               <C>
              American Century: Benham Short-Term Government Fund (ACBenSTGvt)
              American Century: Income & Growth Fund (ACIncGro)
              American Century: Twentieth Century Growth Fund (ACTCGro)
              American Century: Twentieth Century International Growth Fund (ACTCIntlGr)
              American Century: Twentieth Century Ultra Fund (ACTCUltra)
              Delaware Group Delchester High-Yield Bond Fund, Inc. - Delchester Fund Institutional Class (DeHYBd)
              Dreyfus A Bonds Plus, Inc. (DryABds)
              Dreyfus Appreciation Fund, Inc. (DryApp)
              Dreyfus Balanced Fund, Inc. (DryBal)
              Dreyfus S&P 500 Index Fund (Dry500Ix)
              The Dreyfus Third Century Fund, Inc. (Dry3dCen)
              Evergreen Income and Growth Fund - Class Y (EvIncGro)
              Federated High Yield Trust (FedHiYld)
              Federated Investment Series Funds, Inc. - Federated Bond Fund - Class F (FedBdFd)
              Fidelity Advisor Balanced Fund - Class T (FABal)
              Fidelity Advisor Equity Income Fund - Class T (FAEqInc)
              Fidelity Advisor Growth Opportunities Fund - Class T (FAGrOpp)
              Fidelity Advisor High Yield Fund - Class T (FAHiYld)
              Fidelity Asset Manager(TM) (FidAsMgr)
              Fidelity Capital & Income Fund (FidCapInc)
                (not available for additional purchase payments or exchanges after May 1, 1991)
              Fidelity Equity-Income Fund (FidEqInc)
              Fidelity Magellan(R) Fund (FidMgln)
              Fidelity Puritan(R) Fund (FidPurtn)

</TABLE>
<PAGE>   18


<TABLE>
<CAPTION>

           <S>                                                            <C>
              Portfolio of the Fidelity Variable Insurance Products Fund (Fidelity VIP);
                Fidelity VIP - High Income Portfolio (FidVIPHI)
                (not available for additional purchase payments or exchanges after December 1, 1993)
              Franklin Mutual Series Fund Inc. - Mutual Shares Fund - Class I (FranMutSer)
              INVESCO Dynamics Fund (InvDynam)
              Janus Fund (JanFund)
              Janus Twenty Fund (Jan20Fd)
              Janus Worldwide Fund (JanWrldwde)
              Lazard Small Cap Portfolio - Open Shares (LazSmCap)
              MFS(R) World Governments Fund - Class A (MFSWdGvt)
              Nationwide(R) Bond Fund - Class D (NWBdFd) (managed for a fee by an affiliated investment advisor)
              Nationwide(R) Fund - Class D (NWFund) (managed for a fee by an affiliated investment advisor)
              Nationwide(R) Growth Fund - Class D (NWGroFd) (managed for a fee by an affiliated investment advisor)
              Nationwide(R) Money Market Fund (NWMyMkt) (managed for a fee by an affiliated investment advisor)
              Nationwide(R) Intermediate U.S. Government Bond Fund - Class D (NWUSGvt)
                (formerly Nationwide U.S. Government Income Fund)
                (managed for a fee by an affiliated investment advisor)
              Nationwide S&P 500(R) Index Fund - Class R (NWIndxFd)
                (managed for a fee by an affiliated investment advisor)
              Neuberger & Berman Genesis Trust (NBGenesTr)
                (available only for contracts established prior to March 6, 1998)
              Neuberger & Berman Guardian Trust (NBGuardTr)
              Neuberger & Berman Limited Maturity Bond Fund (NBLtdMat)
              Neuberger & Berman Partners Fund (NBPartFd)
              Oppenheimer Global Fund - Class A (OppGlob)
              Phoenix Balanced Fund Series - Class A (PhxBalFd)
              Prestige Balanced Fund - Class A (PrBal) (managed for a fee by an affiliated investment advisor)
              Prestige International Fund - Class A (PrInt) (managed for a fee by an affiliated investment advisor)
              Prestige Large Cap Growth Fund - Class A (PrLgCapGro)
                (managed for a fee by an affiliated investment advisor)
              Prestige Large Cap Value Fund - Class A (PrLgCapVal)
                (managed for a fee by an affiliated investment advisor)
              Prestige Small Cap Fund - Class A (PrSmCap) (managed for a fee by an affiliated investment advisor)
              Strong Common Stock Fund, Inc. (StComStk)
              Strong Total Return Fund, Inc. (StTotRet)
              Templeton Foreign Fund - Class I (TemForFd)
              Warburg Pincus Emerging Growth Fund - Common Shares (WPEmGro)
              Warburg Pincus Global Fixed-Income Fund - Common Shares (WPGlFxInc)
</TABLE>

         At December 31, 1998, contract owners have not invested in all of the
         above funds except for INVESCO Dynamics Fund, Nationwide S&P 500(R)
         Index Fund - Class R, Prestige Balanced Fund - Class A, Prestige Large
         Cap Growth Fund - Class A, Prestige Large Cap Value Fund - Class A and
         Strong Common Stock Fund, Inc. The contract owners' equity is affected
         by the investment results of each fund, equity transactions by contract
         owners and certain contract expenses (see note 2). The accompanying
         financial statements include only contract owners' purchase payments
         pertaining to the variable portions of their contracts and exclude any
         purchase payments for fixed dollar benefits, the latter being included
         in the accounts of the Company.

<PAGE>   19


     (c) Security Valuation, Transactions and Related Investment Income
        
         The market value of the underlying mutual funds is based on the closing
         net asset value per share at December 31, 1998. The cost of investments
         sold is determined on the specific identification basis. Investment
         transactions are accounted for on the trade date (date the order to buy
         or sell is executed) and dividend income is recorded on the ex-dividend
         date.

     (d) Federal Income Taxes
         
         Operations of the Account form a part of, and are taxed with,
         operations of the Company which is taxed as a life insurance company
         under the Internal Revenue Code. 

         The Company does not provide for income taxes within the Account.      
         Taxes are the responsibility of the contract owner upon termination or
         withdrawal.

     (e) Use of Estimates in the Preparation of Financial Statements
         
         The preparation of financial statements in conformity with generally
         accepted accounting principles may require management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities, if
         any, at the date of the financial statements and the reported amounts
         of revenues and expenses during the reporting period. Actual results
         could differ from those estimates.

(2)  EXPENSES

         The Company does not deduct a sales charge from purchase payments
         received from the contract owners. However, if any part of the contract
         value of such contracts is surrendered, the Company will, with certain
         exceptions, deduct from a contract owner's contract value a contingent
         deferred sales charge. For contracts issued prior to January 1, 1993,
         the contingent deferred sales charge will be equal to 5% of the lesser
         of the total of all purchase payments made within 96 months prior to
         the date of the request for surrender or the amount surrendered. For
         contracts issued on or after January 1, 1993, the Company will deduct a
         contingent deferred sales charge not to exceed 7% of the lesser of
         purchase payments or the amount surrendered, such charge declining 1%
         per year, to 0%, after the purchase payment has been held in the
         contract for 84 months. No sales charges are deducted on redemptions
         used to purchase units in the fixed investment options of the Company.

         The following contract charges are deducted by the Company: (a) an
         annual contract maintenance charge of up to $30, dependent upon
         contract type and issue date, which is satisfied by surrendering units;
         and (b) for contracts issued prior to January 1, 1993, a charge for
         mortality and expense risk assessed through the daily unit value
         calculation equal to an annual rate of 0.80% and 0.50%, respectively;
         for contracts issued on or after January 1, 1993, a mortality risk
         charge, an expense risk charge and an administration charge assessed
         through the daily unit value calculation equal to an annual rate of
         0.80%, 0.45% and 0.05%, respectively.

(3)  RELATED PARTY TRANSACTIONS

         The Company performs various services on behalf of the Mutual Fund
         Companies in which the Account invests and may receive fees for the
         services performed. These services include, among other things,
         shareholder communications, preparation, postage, fund transfer agency
         and various other record keeping and customer service functions. These
         fees are paid to an affiliate of the Company.

<PAGE>   20


(4)  COMPONENTS OF CONTRACT OWNERS' EQUITY

         The following is a summary of contract owners' equity at December 31,
         1998, for each series, in both the accumulation and payout phases.

<TABLE>
<CAPTION>
                                                                                        ANNUAL
Contract owners' equity represented by:            UNITS     UNIT VALUE                RETURN(B)
                                                  -------    ----------                ---------
       Contracts in accumulation phase:

American Century: Benham
Short-Term Government Fund:
<S>                                               <C>         <C>            <C>             <C>
   Tax qualified ........................         131,664     23.012292      $3,029,890      5%

American Century: Income & Growth Fund:
   Tax qualified ........................         397,026     17.640513       7,003,742     26%

American Century: Twentieth Century
Growth Fund:
   Tax qualified ........................         150,519     88.518097      13,323,655     35%

American Century: Twentieth Century
International Growth Fund:
   Tax qualified ........................          48,212     18.416900         887,916     17%

American Century: Twentieth Century
Ultra Fund:
   Tax qualified ........................         784,677     22.284614      17,486,224     33%

Delaware Group Delchester High-Yield
Bond Fund, Inc. - Delchester Fund
Institutional Class:
   Tax qualified ........................          73,489     14.911925       1,095,862     (3)%

Dreyfus A Bonds Plus, Inc.:
   Tax qualified ........................         174,256     12.008201       2,092,501      1%

Dreyfus Appreciation Fund, Inc.:
   Tax qualified ........................          56,370     12.724781         717,296     27%(a)

Dreyfus Balanced Fund, Inc.:
   Tax qualified ........................          14,859     10.755504         159,816      8%(a)

Dreyfus S&P 500 Index Fund:
   Tax qualified ........................         429,513     28.976575      12,445,816     26%

The Dreyfus Third Century Fund, Inc.:
   Tax qualified ........................          41,708     25.825514       1,077,131     28%

Evergreen Income and Growth
Fund - Class Y:
   Tax qualified ........................          75,243     17.031564       1,281,506     (2)%

Federated High Yield Trust:
   Tax qualified ........................          49,055      9.976102         489,378      0%

Federated Investment Series Funds, Inc. -
Federated Bond Fund - Class F:
   Tax qualified ........................         104,392     11.547474       1,205,464      4%

Fidelity Advisor Balanced Fund - Class T:
   Tax qualified ........................          31,056     14.984876         465,370     14%

Fidelity Advisor Equity Income
Fund - Class T:
   Tax qualified ........................         103,814     16.455574       1,708,319      5%
</TABLE>
<PAGE>   21

<TABLE>
<CAPTION>


 Fidelity Advisor Growth Opportunities
 Fund - Class T:
<S>                                               <C>         <C>            <C>           <C>
    Tax qualified..............................   391,088     18.629791      7,285,888     22%

 Fidelity Advisor High Yield Fund - Class T:
    Tax qualified..............................   223,247     12.545500      2,800,745     (2)%

 Fidelity Asset Manager(TM):
    Tax qualified..............................   240,850     17.206302      4,144,138     15%

 Fidelity Capital & Income Fund:
    Tax qualified..............................    24,848     48.330455      1,200,915      3%

 Fidelity Equity-Income Fund:
    Tax qualified..............................   216,592     78.774753     17,061,981     11%

 Fidelity Magellan(R) Fund:
    Tax qualified..............................   775,189     29.350937     22,752,524     32%

 Fidelity Puritan(R) Fund:
    Tax qualified..............................   631,678     22.760633     14,377,391     15%

 Fidelity VIP - High Income Portfolio:
    Tax qualified..............................     5,077     23.899779        121,339     (6)%

 Franklin Mutual Series Fund Inc. -
 Mutual Shares Fund - Class I:
    Tax qualified .............................    18,848      9.868029        185,993     (1)%(a)

 Janus Fund:
    Tax qualified .............................   303,830     20.070038      6,097,880     37%

 Janus Twenty Fund:
    Tax qualified .............................   507,576     32.342568     16,416,311     71%

 Janus Worldwide Fund:
    Tax qualified .............................   459,107     15.241714      6,997,578     24%

 Lazard Small Cap Portfolio - Open Shares:
    Tax qualified .............................        45     10.448830            470      4%(a)

 MFS(R) World Governments Fund - Class A:
    Tax qualified .............................    19,990     37.527462        750,174      3%

 Nationwide(R) Bond Fund - Class D:
    Tax qualified .............................    36,470     43.667785      1,592,564      7%
    Non-tax qualified .........................       148     43.480582          6,435      7%

 Nationwide(R) Fund - Class D:
    Tax qualified .............................    59,155     25.467347      7,422,021     29%
    Non-tax qualified .........................       176     30.686988         23,001     29%

 Nationwide(R) Growth Fund - Class D:
    Tax qualified .............................    30,515     14.746202      3,501,480     22%
    Non-tax qualified .........................       218     21.157545         26,412     22%

 Nationwide(R) Money Market Fund:
    Tax qualified - Pre 12/25/82 ..............    32,588     26.532610        864,645      4%
    Tax qualified .............................   503,152     21.071063     10,601,947      4%
    Non-tax qualified .........................       841     26.700292         22,455      4%

 Nationwide(R) Intermediate U.S.
 Government Bond Fund - Class D:
    Tax qualified .............................    43,459     11.915504        517,836      7%

</TABLE>
<PAGE>   22


<TABLE>
<CAPTION>

 Neuberger & Berman Genesis Trust
<S>                                                <C>         <C>             <C>          <C>   
    Tax qualified .............................    67,525      9.266508        625,721     (7)%(a)

 Neuberger & Berman Guardian Trust:
    Tax qualified .............................   436,072     17.198573      7,499,816      1%

 Neuberger & Berman Limited Maturity
 Bond Fund:
    Tax qualified .............................    81,393     12.056542        981,318      3%

 Neuberger & Berman Partners Fund:
    Tax qualified .............................   374,224     24.928856      9,328,976      5%

 Oppenheimer Global Fund - Class A:
    Tax qualified .............................   301,407     24.105920      7,265,693     11%

 Phoenix Balanced Fund Series - Class A:
    Tax qualified .............................    47,793     16.652539        795,875     17%

 Prestige International Fund - Class A:
    Tax qualified .............................       181     10.035113          1,816      0%(a)

 Prestige Small Cap Fund - Class A:
    Tax qualified .............................        45     10.359298            466      4%(a)

 Strong Total Return Fund, Inc.:
    Tax qualified .............................    75,602     26.782090      2,024,780     30%

 Templeton Foreign Fund - Class I:
    Tax qualified .............................   318,666     12.770793      4,069,618     (6)%

 Warburg Pincus Emerging Growth
 Fund - Common Shares:
    Tax qualified .............................   338,034     14.769496      4,992,592      4%

 Warburg Pincus Global Fixed-Income
 Fund - Common Shares:
    Tax qualified .............................    14,079     10.651516        149,963      7%(a)
                                                   ======     =========

 Reserves for annuity contracts in payout phase:
    Tax qualified .............................                                247,310
                                                                         -------------
                                                                         $ 227,225,953
                                                                         =============

</TABLE>


(a)  This investment option was not being utilized for the entire period.
     Accordingly, the annual return was computed for such period as the
     investment option was utilized.

(b)  The annual return does not include contract charges satisfied by
     surrendering units.

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

<PAGE>   62

<PAGE>   1
                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
Nationwide Life Insurance Company:

We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company and subsidiaries (collectively the Company), a wholly owned
subsidiary of Nationwide Financial Services, Inc., as of December 31, 1998 and
1997, and the related consolidated statements of income, shareholder's equity
and cash flows for each of the years in the three-year period ended December 31,
1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1998 and 1997, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1998, in conformity with generally accepted
accounting principles.


                                                                        KPMG LLP


Columbus, Ohio
January 29, 1999




<PAGE>   2

<TABLE>
<CAPTION>
                     NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                                 Consolidated Balance Sheets

                     (in millions of dollars, except per share amounts)


                                                                          December 31,
                                                                    -----------------------
                                        Assets                        1998          1997
                                        ------                      ---------     ---------
<S>                                                                 <C>           <C>
Investments:
  Securities available-for-sale, at fair value:
    Fixed maturity securities                                       $14,245.1     $13,204.1
    Equity securities                                                   127.2          80.4
  Mortgage loans on real estate, net                                  5,328.4       5,181.6
  Real estate, net                                                      243.6         311.4
  Policy loans                                                          464.3         415.3
  Other long-term investments                                            44.0          25.2
  Short-term investments                                                289.1         358.4
                                                                    ---------     ---------
                                                                     20,741.7      19,576.4
                                                                    ---------     ---------

Cash                                                                      3.4         175.6
Accrued investment income                                               218.7         210.5
Deferred policy acquisition costs                                     2,022.2       1,665.4
Other assets                                                            420.3         438.4
Assets held in separate accounts                                     50,935.8      37,724.4
                                                                    ---------     ---------
                                                                    $74,342.1     $59,790.7
                                                                    =========     =========

                         Liabilities and Shareholder's Equity
                         ------------------------------------
Future policy benefits and claims                                   $19,767.1     $18,702.8
Other liabilities                                                       866.1         885.6
Liabilities related to separate accounts                             50,935.8      37,724.4
                                                                    ---------     ---------
                                                                     71,569.0      57,312.8
                                                                    ---------     ---------

Commitments and contingencies (notes 7 and 12)

Shareholder's equity:
  Common stock, $1 par value.  Authorized 5.0 million shares;
    3.8 million shares issued and outstanding                             3.8           3.8
  Additional paid-in capital                                            914.7         914.7
  Retained earnings                                                   1,579.0       1,312.3
  Accumulated other comprehensive income                                275.6         247.1
                                                                    ---------     ---------
                                                                      2,773.1       2,477.9
                                                                    ---------     ---------
                                                                    $74,342.1     $59,790.7
                                                                    =========     =========
</TABLE>

See accompanying notes to consolidated financial statements.




<PAGE>   3

<TABLE>
<CAPTION>
                                NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                                         Consolidated Statements of Income

                                             (in millions of dollars)


                                                                                    Years ended December 31,
                                                                              -----------------------------------
                                                                                 1998         1997        1996
                                                                              --------     --------     ---------
<S>                                                                           <C>          <C>          <C>
Revenues:
  Policy charges                                                              $  698.9     $  545.2     $  400.9
  Life insurance premiums                                                        200.0        205.4        198.6
  Net investment income                                                        1,481.6      1,409.2      1,357.8
  Realized gains (losses) on investments                                          28.4         11.1         (0.3)
  Other                                                                           66.8         46.5         35.9
                                                                              --------     --------     --------
                                                                               2,475.7      2,217.4      1,992.9
                                                                              --------     --------     --------
Benefits and expenses:
  Interest credited to policyholder account balances                           1,069.0      1,016.6        982.3
  Other benefits and claims                                                      175.8        178.2        178.3
  Policyholder dividends on participating policies                                39.6         40.6         41.0
  Amortization of deferred policy acquisition costs                              214.5        167.2        133.4
  Other operating expenses                                                       419.7        384.9        342.4
                                                                              --------     --------     --------
                                                                               1,918.6      1,787.5      1,677.4
                                                                              --------     --------     --------

    Income from continuing operations before federal income tax expense          557.1        429.9        315.5

Federal income tax expense                                                       190.4        150.2        110.9
                                                                              --------     --------     --------

    Income from continuing operations                                            366.7        279.7        204.6

Income from discontinued operations (less federal income tax expense
  of $4.5 in 1996)                                                                --           --           11.3
                                                                              --------     --------     --------

    Net income                                                                $  366.7     $  279.7     $  215.9
                                                                              ========     ========     ========
</TABLE>

See accompanying notes to consolidated financial statements.




<PAGE>   4

<TABLE>
<CAPTION>
                             NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                    (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                              Consolidated Statements of Shareholder's Equity

                                Years ended December 31, 1998, 1997 and 1996
                                         (in millions of dollars)


                                                                                  Accumulated
                                                         Additional                  other         Total
                                              Common      paid-in      Retained  comprehensive  shareholder's
                                              stock       capital      earnings      income        equity
                                              -----       -------      --------      ------        ------
<S>                                           <C>        <C>          <C>           <C>          <C>     
December 31, 1995                             $  3.8     $ 657.2      $1,583.2      $ 384.3      $2,628.5

Comprehensive income:
    Net income                                  --          --           215.9         --           215.9
    Net unrealized losses on securities
      available-for-sale arising during
      the year                                  --          --            --         (170.9)       (170.9)
                                                                                                 --------
  Total comprehensive income                                                                         45.0
                                                                                                 --------
Dividends to shareholder                        --        (129.3)       (366.5)       (39.8)       (535.6)
                                              ------     -------      --------      -------      --------
December 31, 1996                                3.8       527.9       1,432.6        173.6       2,137.9

Comprehensive income:
    Net income                                  --          --           279.7         --           279.7
    Net unrealized gains on securities
      available-for-sale arising during
      the year                                  --          --            --           73.5          73.5
                                                                                                 --------
  Total comprehensive income                                                                        353.2
                                                                                                 --------
Capital contribution                            --         836.8          --           --           836.8
Dividend to shareholder                         --        (450.0)       (400.0)        --          (850.0)
                                              ------     -------      --------      -------      --------
December 31, 1997                                3.8       914.7       1,312.3        247.1       2,477.9

Comprehensive income:
    Net income                                  --          --           366.7         --           366.7
    Net unrealized gains on securities
      available-for-sale arising during
      the year                                  --          --            --           28.5          28.5
                                                                                                 --------
  Total comprehensive income                                                                        395.2
                                                                                                 --------
Dividend to shareholder                         --          --          (100.0)        --          (100.0)
                                              ------     -------      --------      -------      --------
December 31, 1998                             $  3.8     $ 914.7      $1,579.0      $ 275.6      $2,773.1
                                              ======     =======      ========      =======      ========

</TABLE>

See accompanying notes to consolidated financial statements.





<PAGE>   5

<TABLE>
<CAPTION>

                                     NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                            (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                                           Consolidated Statements of Cash Flows

                                                  (in millions of dollars)


                                                                                           Years ended December 31,
                                                                                   ---------------------------------------
                                                                                     1998           1997            1996
                                                                                   ---------      ---------      ---------
<S>                                                                                <C>            <C>            <C>
Cash flows from operating activities:
  Net income                                                                       $   366.7      $   279.7      $   215.9
  Adjustments to reconcile net income to net cash provided by operating
    activities:
      Interest credited to policyholder account balances                             1,069.0        1,016.6          982.3
      Capitalization of deferred policy acquisition costs                             (584.2)        (487.9)        (422.6)
      Amortization of deferred policy acquisition costs                                214.5          167.2          133.4
      Amortization and depreciation                                                     (8.5)          (2.0)           7.0
      Realized gains on invested assets, net                                           (28.4)         (11.1)          (0.3)
      (Increase) decrease in accrued investment income                                  (8.2)          (0.3)           2.8
      (Increase) decrease in other assets                                               16.4          (12.7)         (38.9)
      Decrease in policy liabilities                                                    (8.3)         (23.1)        (151.0)
      (Decrease) increase in other liabilities                                         (34.8)         230.6          191.4
      Other, net                                                                       (11.3)         (10.9)         (61.7)
                                                                                   ---------      ---------      ---------
        Net cash provided by operating activities                                      982.9        1,146.1          858.3
                                                                                   ---------      ---------      ---------

Cash flows from investing activities:
  Proceeds from maturity of securities available-for-sale                            1,557.0          993.4        1,162.8
  Proceeds from sale of securities available-for-sale                                  610.5          574.5          299.6
  Proceeds from repayments of mortgage loans on real estate                            678.2          437.3          309.0
  Proceeds from sale of real estate                                                    103.8           34.8           18.5
  Proceeds from repayments of policy loans and sale of other invested assets            23.6           22.7           22.8
  Cost of securities available-for-sale acquired                                    (3,182.8)      (2,828.1)      (1,573.6)
  Cost of mortgage loans on real estate acquired                                      (829.1)        (752.2)        (972.8)
  Cost of real estate acquired                                                          (0.8)         (24.9)          (7.9)
  Policy loans issued and other invested assets acquired                               (88.4)         (62.5)         (57.7)
  Short-term investments, net                                                           69.3         (354.8)          28.0
                                                                                   ---------      ---------      ---------
        Net cash used in investing activities                                       (1,058.7)      (1,959.8)        (771.3)
                                                                                   ---------      ---------      ---------

Cash flows from financing activities:
  Proceeds from capital contributions                                                   --            836.8           --
  Cash dividends paid                                                                 (100.0)          --            (50.0)
  Increase in investment product and universal life insurance
    product account balances                                                         2,682.1        2,488.5        1,781.8
  Decrease in investment product and universal life insurance
    product account balances                                                        (2,678.5)      (2,379.8)      (1,784.5)
                                                                                   ---------      ---------      ---------
        Net cash (used in) provided by financing activities                            (96.4)         945.5          (52.7)
                                                                                   ---------      ---------      ---------
Net (decrease) increase in cash                                                       (172.2)         131.8           34.3

Cash, beginning of year                                                                175.6           43.8            9.5
                                                                                   ---------      ---------      ---------
Cash, end of year                                                                  $     3.4      $   175.6      $    43.8
                                                                                   =========      =========      =========
</TABLE>

See accompanying notes to consolidated financial statements.




<PAGE>   6


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

                   Notes to Consolidated Financial Statements

                        December 31, 1998, 1997 and 1996



(1)      Organization and Description of Business
         ----------------------------------------

         Prior to January 27, 1997, Nationwide Life Insurance Company (NLIC) was
         wholly owned by Nationwide Corporation (Nationwide Corp.). On that
         date, Nationwide Corp. contributed the outstanding shares of NLIC's
         common stock to Nationwide Financial Services, Inc. (NFS), a holding
         company formed by Nationwide Corp. in November 1996 for NLIC and the
         other companies within the Nationwide Insurance Enterprise that offer
         or distribute long-term savings and retirement products. On March 11,
         1997, NFS completed an initial public offering of its Class A common
         stock.

         During 1996 and 1997, Nationwide Corp. and NFS completed certain
         transactions in anticipation of the initial public offering that
         focused the business of NFS on long-term savings and retirement
         products. On September 24, 1996, NLIC declared a dividend payable to
         Nationwide Corp. on January 1, 1997 consisting of the outstanding
         shares of common stock of certain subsidiaries that do not offer or
         distribute long-term savings or retirement products. In addition,
         during 1996, NLIC entered into two reinsurance agreements whereby all
         of NLIC's accident and health and group life insurance business was
         ceded to two affiliates effective January 1, 1996. These subsidiaries,
         through December 31, 1996, and all accident and health and group life
         insurance business have been accounted for as discontinued operations
         for all periods presented. See notes 10 and 14. Additionally, NLIC paid
         $900.0 million of dividends, $50.0 million to Nationwide Corp. on
         December 31, 1996 and $850.0 million to NFS, which then made an
         equivalent dividend to Nationwide Corp., on February 24, 1997.

         NFS contributed $836.8 million to the capital of NLIC during March
         1997.

         Wholly owned subsidiaries of NLIC include Nationwide Life and Annuity
         Insurance Company (NLAIC), Nationwide Advisory Services, Inc.,
         Nationwide Investment Services Corporation and NWE, Inc. NLIC and its
         subsidiaries are collectively referred to as "the Company."

         The Company is a leading provider of long-term savings and retirement
         products, including variable annuities, fixed annuities and life
         insurance.

(2)      Summary of Significant Accounting Policies
         ------------------------------------------

         The significant accounting policies followed by the Company that
         materially affect financial reporting are summarized below. The
         accompanying consolidated financial statements have been prepared in
         accordance with generally accepted accounting principles, which differ
         from statutory accounting practices prescribed or permitted by
         regulatory authorities. Annual Statements for NLIC and NLAIC, filed
         with the Department of Insurance of the State of Ohio (the Department),
         are prepared on the basis of accounting practices prescribed or
         permitted by the Department. Prescribed statutory accounting practices
         include a variety of publications of the National Association of
         Insurance Commissioners (NAIC), as well as state laws, regulations and
         general administrative rules. Permitted statutory accounting practices
         encompass all accounting practices not so prescribed. The Company has
         no material permitted statutory accounting practices.




<PAGE>   7


               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



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

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

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

              The consolidated financial statements include the accounts of NLIC
              and its wholly owned subsidiaries. Operations that are classified
              and reported as discontinued operations are not consolidated but
              rather are reported as "Income from discontinued operations" in
              the accompanying consolidated statements of income. All
              significant intercompany balances and transactions have been
              eliminated.

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

              The Company is required to classify its fixed maturity securities
              and equity securities as either held-to-maturity,
              available-for-sale or trading. Fixed maturity securities are
              classified as held-to-maturity when the Company has the positive
              intent and ability to hold the securities to maturity and are
              stated at amortized cost. Fixed maturity securities not classified
              as held-to-maturity and all equity securities are classified as
              available-for-sale and are stated at fair value, with the
              unrealized gains and losses, net of adjustments to deferred policy
              acquisition costs and deferred federal income tax, reported as a
              separate component of shareholder's equity. The adjustment to
              deferred policy acquisition costs represents the change in
              amortization of deferred policy acquisition costs that would have
              been required as a charge or credit to operations had such
              unrealized amounts been realized. The Company has no fixed
              maturity securities classified as held-to-maturity or trading as
              of December 31, 1998 or 1997.

              Mortgage loans on real estate are carried at the unpaid principal
              balance less valuation allowances. The Company provides valuation
              allowances for impairments of mortgage loans on real estate based
              on a review by portfolio managers. The measurement of impaired
              loans is based on the present value of expected future cash flows
              discounted at the loan's effective interest rate or, as a
              practical expedient, at the fair value of the collateral, if the
              loan is collateral dependent. Loans in foreclosure and loans
              considered to be impaired are placed on non-accrual status.
              Interest received on non-accrual status mortgage loans on real
              estate is included in interest income in the period received.

              Real estate is carried at cost less accumulated depreciation and
              valuation allowances. Other long-term investments are carried on
              the equity basis, adjusted for valuation allowances. Impairment
              losses are recorded on long-lived assets used in operations when
              indicators of impairment are present and the undiscounted cash
              flows estimated to be generated by those assets are less than the
              assets' carrying amount.

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




<PAGE>   8

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



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

              Investment Products and Universal Life Insurance Products:
              Investment products consist primarily of individual and group
              variable and fixed deferred annuities. Universal life insurance
              products include universal life insurance, variable universal life
              insurance, corporate owned life insurance and other
              interest-sensitive life insurance policies. Revenues for
              investment products and universal life insurance products consist
              of net investment income, asset fees, cost of insurance, policy
              administration and surrender charges that have been earned and
              assessed against policy account balances during the period. Policy
              benefits and claims that are charged to expense include interest
              credited to policy account balances and benefits and claims
              incurred in the period in excess of related policy account
              balances.

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

         (d)  Deferred Policy Acquisition Costs
              ---------------------------------

              The costs of acquiring new business, principally commissions,
              certain expenses of the policy issue and underwriting department
              and certain variable sales expenses have been deferred. For
              investment products and universal life insurance products,
              deferred policy acquisition costs are being amortized with
              interest over the lives of the policies in relation to the present
              value of estimated future gross profits from projected interest
              margins, asset fees, cost of insurance, policy administration and
              surrender charges. For years in which gross profits are negative,
              deferred policy acquisition costs are amortized based on the
              present value of gross revenues. For traditional life insurance
              products, these deferred policy acquisition costs are
              predominantly being amortized with interest over the premium
              paying period of the related policies in proportion to the ratio
              of actual annual premium revenue to the anticipated total premium
              revenue. Such anticipated premium revenue was estimated using the
              same assumptions as were used for computing liabilities for future
              policy benefits. Deferred policy acquisition costs are adjusted to
              reflect the impact of unrealized gains and losses on fixed
              maturity securities available-for-sale as described in note 2(b).

         (e)  Separate Accounts
              -----------------

              Separate account assets and liabilities represent contractholders'
              funds which have been segregated into accounts with specific
              investment objectives. For all but $743.9 million of separate
              account assets, the investment income and gains or losses of these
              accounts accrue directly to the contractholders. The activity of
              the separate accounts is not reflected in the consolidated
              statements of income and cash flows except for the fees the
              Company receives.

         (f)  Future Policy Benefits
              ----------------------

              Future policy benefits for investment products in the accumulation
              phase, universal life insurance and variable universal life
              insurance policies have been calculated based on participants'
              contributions plus interest credited less applicable contract
              charges. The average interest rate credited on investment product
              policy reserves was 6.0%, 6.1% and 6.3% for the years ended
              December 31, 1998, 1997 and 1996, respectively.

              Future policy benefits for traditional life insurance policies
              have been calculated by the net level premium method using
              interest rates varying from 6.0% to 10.5% and estimates of
              mortality, morbidity, investment yields and withdrawals which were
              used or which were being experienced at the time the policies were
              issued, rather than the assumptions prescribed by state regulatory
              authorities.




<PAGE>   9

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         (g)  Participating Business
              ----------------------

              Participating business represents approximately 40% in 1998 (50%
              in 1997 and 52% in 1996) of the Company's life insurance in force,
              74% in 1998 (77% in 1997 and 78% in 1996) of the number of life
              insurance policies in force, and 14% in 1998 (27% in 1997 and 40%
              in 1996) of life insurance statutory premiums. The provision for
              policyholder dividends is based on current dividend scales and is
              included in "Future policy benefits and claims" in the
              accompanying consolidated balance sheets.

         (h)  Federal Income Tax
              ------------------
 
              The Company files a consolidated federal income tax return with
              Nationwide Mutual Insurance Company (NMIC), the majority
              shareholder of Nationwide Corp. The members of the consolidated
              tax return group have a tax sharing arrangement which provides, in
              effect, for each member to bear essentially the same federal
              income tax liability as if separate tax returns were filed.

              The Company utilizes the asset and liability method of accounting
              for income tax. Under this method, deferred tax assets and
              liabilities are recognized for the future tax consequences
              attributable to differences between the financial statement
              carrying amounts of existing assets and liabilities and their
              respective tax bases and operating loss and tax credit
              carryforwards. Deferred tax assets and liabilities are measured
              using enacted tax rates expected to apply to taxable income in the
              years in which those temporary differences are expected to be
              recovered or settled. Under this method, the effect on deferred
              tax assets and liabilities of a change in tax rates is recognized
              in income in the period that includes the enactment date.
              Valuation allowances are established when necessary to reduce the
              deferred tax assets to the amounts expected to be realized.

         (i)  Reinsurance Ceded
              -----------------

              Reinsurance premiums ceded and reinsurance recoveries on benefits
              and claims incurred are deducted from the respective income and
              expense accounts. Assets and liabilities related to reinsurance
              ceded are reported on a gross basis. All of the Company's accident
              and health and group life insurance business is ceded to
              affiliates and is accounted for as discontinued operations. See
              notes 10 and 14.





<PAGE>   10

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



(j)           Recently Issued Accounting Pronouncements
              -----------------------------------------

              On January 1, 1998 the Company adopted SFAS No. 131 - Disclosures
              about Segments of an Enterprise and Related Information (SFAS
              131). SFAS 131 supersedes SFAS No. 14 - Financial Reporting for
              Segments of a Business Enterprise. SFAS 131 establishes standards
              for public business enterprises to report information about
              operating segments in annual financial statements and selected
              information about operating segments in interim financial reports.
              SFAS 131 also establishes standards for related disclosures about
              products and services, geographic areas, and major customers. The
              adoption of SFAS 131 did not affect results of operations or
              financial position, nor did it affect the manner in which the
              Company defines its operating segments. The segment information
              required for annual financial statements is included in note 13.

              On January 1, 1998, the Company adopted SFAS No. 132 - Employers'
              Disclosures about Pensions and Other Postretirement Benefits (SFAS
              132). SFAS 132 revises employers' disclosures about pension and
              other postretirement benefit plans. The Statement does not change
              the measurement or recognition of benefit plans in the financial
              statements. The revised disclosures required by SFAS 132 are
              included in note 8.

              In June 1998, the FASB issued SFAS No. 133 - Accounting for
              Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133
              establishes accounting and reporting standards for derivative
              instruments and for hedging activities. Contracts that contain
              embedded derivatives, such as certain insurance contracts, are
              also addressed by the Statement. SFAS 133 requires that an entity
              recognize all derivatives as either assets or liabilities in the
              statement of financial position and measure those instruments at
              fair value. The Statement is effective for fiscal years beginning
              after June 15, 1999. It may be implemented earlier provided
              adoption occurs as of the beginning of any fiscal quarter after
              issuance. The Company plans to adopt this Statement in first
              quarter 2000 and is currently evaluating the impact on results of
              operations and financial condition.

              In March 1998, The American Institute of Certified Public
              Accountant's Accounting Standards Executive Committee issued
              Statement of Position 98-1 - Accounting for the Costs of Computer
              Software Developed or Obtained for Internal Use (SOP 98-1). SOP
              98-1 provides guidance intended to standardize accounting
              practices for costs incurred to develop or obtain computer
              software for internal use. Specifically, SOP 98-1 provides
              guidance for determining whether computer software is for internal
              use and when costs incurred for internal use software are to be
              capitalized. SOP 98-1 is effective for financial statements for
              fiscal years beginning after December 15, 1998. The Company does
              not expect the adoption of SOP 98-1, which occurred on January 1,
              1999, to have a material impact on the Company's financial
              statements.


         (k)  Reclassification
              ----------------

              Certain items in the 1997 and 1996 consolidated financial
              statements have been reclassified to conform to the 1998
              presentation.




<PAGE>   11

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



(3)      Investments
         -----------

         The amortized cost, gross unrealized gains and losses and estimated
         fair value of securities available-for-sale as of December 31, 1998 and
         1997 were:

<TABLE>
<CAPTION>
                                                                                     Gross         Gross
                                                                     Amortized     unrealized    unrealized     Estimated
             (in millions of dollars)                                  cost           gains        losses       fair value
             ------------------------                                  ----           -----        ------       ----------
             <S>                                                     <C>             <C>           <C>          <C>
             December 31, 1998:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of U.S.
                   government corporations and agencies              $   255.9       $ 13.0        $   --        $   268.9
                 Obligations of states and political subdivisions          1.6           --            --              1.6
                 Debt securities issued by foreign governments           106.5          4.5            --            111.0
                 Corporate securities                                  9,899.6        423.2         (18.7)        10,304.1
                 Mortgage-backed securities                            3,457.7        104.2          (2.4)         3,559.5
                                                                     ---------       ------        ------        ---------
                     Total fixed maturity securities                  13,721.3        544.9         (21.1)        14,245.1
               Equity securities                                         110.4         18.3          (1.5)           127.2
                                                                     ---------       ------        ------        ---------
                                                                     $13,831.7       $563.2        $(22.6)       $14,372.3
                                                                     =========       ======        ======        =========

             December 31, 1997:
               Fixed maturity securities:
                 U.S. Treasury securities and obligations of U.S.
                   government corporations and agencies              $   305.1       $  8.6        $   --        $   313.7
                 Obligations of states and political subdivisions          1.6           --           --               1.6
                 Debt securities issued by foreign governments            93.3          2.7          (0.2)            95.8
                 Corporate securities                                  8,698.7        355.5         (11.5)         9,042.7
                 Mortgage-backed securities                            3,634.2        118.6          (2.5)         3,750.3
                                                                     ---------       ------        ------        ---------
                     Total fixed maturity securities                  12,732.9        485.4         (14.2)        13,204.1
               Equity securities                                          67.8         12.9          (0.3)            80.4
                                                                     ---------       ------        ------        ---------
                                                                     $12,800.7       $498.3        $(14.5)       $13,284.5
                                                                     =========       ======        ======        =========
</TABLE>

         As of December 31, 1998 the Company had entered into S&P 500 futures
         contracts with a notional amount of $20.0 million to reduce the risk of
         changes in the fair market value of certain investments classified as
         equity securities. These contracts had an unrealized loss of $1.3
         million as of December 31, 1998 which is included in the recorded
         amount of the equity securities and in accumulated other comprehensive
         income, net of tax, similar to other unrealized gains and losses on
         securities available-for-sale.



<PAGE>   12

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The amortized cost and estimated fair value of fixed maturity
         securities available-for-sale as of December 31, 1998, by expected
         maturity, are shown below. Expected maturities will differ from
         contractual maturities because borrowers may have the right to call or
         prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                                                   Amortized        Estimated
             (in millions of dollars)                                                 cost          fair value
                                                                                      ----          ----------
             <S>                                                                    <C>              <C>
             Fixed maturity securities available for sale:
               Due in one year or less                                              $ 2,019.9        $ 2,048.0
               Due after one year through five years                                  8,169.1          8,470.6
               Due after five years through ten years                                 2,795.0          2,927.7
               Due after ten years                                                      737.3            798.8
                                                                                    ---------        ---------
                                                                                    $13,721.3        $14,245.1
                                                                                    =========        =========
</TABLE>

         The components of unrealized gains on securities available-for-sale,
         net, were as follows as of December 31:

<TABLE>
<CAPTION>
             (in millions of dollars)                                                1998          1997
                                                                                     ----          ----
             <S>                                                                    <C>           <C>
             Gross unrealized gains                                                 $ 540.6       $ 483.8
             Adjustment to deferred policy acquisition costs                         (116.6)       (103.7)
             Deferred federal income tax                                             (148.4)       (133.0)
                                                                                    -------       -------
                                                                                    $ 275.6       $ 247.1
                                                                                    =======       =======
</TABLE>

         An analysis of the change in gross unrealized gains (losses) on
         securities available-for-sale and fixed maturity securities
         held-to-maturity follows for the years ended December 31:

<TABLE>
<CAPTION>
             (in millions of dollars)                                         1998          1997          1996
                                                                              ----          ----          ----
             <S>                                                              <C>          <C>          <C>
             Securities available-for-sale:
               Fixed maturity securities                                      $52.6        $137.5       $(289.2)
               Equity securities                                                4.2          (2.7)          8.9
                                                                              -----        ------       -------
                                                                              $56.8        $134.8       $(280.3)
                                                                              =====        ======       =======
</TABLE>

         Proceeds from the sale of securities available-for-sale during 1998,
         1997 and 1996 were $610.5 million, $574.5 million and $299.6 million,
         respectively. During 1998, gross gains of $9.0 million ($9.9 million
         and $6.6 million in 1997 and 1996, respectively) and gross losses of
         $7.6 million ($18.0 million and $6.9 million in 1997 and 1996,
         respectively) were realized on those sales. In addition, gross gains of
         $15.1 million and gross losses of $0.7 million were realized in 1997
         when the Company paid a dividend to NFS, which then made an equivalent
         dividend to Nationwide Corp., consisting of securities having an
         aggregate fair value of $850.0 million.

         The recorded investment of mortgage loans on real estate considered to
         be impaired as of December 31, 1998 was $3.7 million. No valuation
         allowance has been recorded for these loans as of December 31, 1998.
         The recorded investment of mortgage loans on real estate considered to
         be impaired as of December 31, 1997 was $19.9 million which includes
         $3.9 million of impaired mortgage loans on real estate for which the
         related valuation allowance was $0.1 million and $16.0 million of
         impaired mortgage loans on real estate for which there was no valuation
         allowance. During 1998, the average recorded investment in impaired
         mortgage loans on real estate was approximately $9.1 million ($31.8
         million in 1997) and interest income recognized on those loans was $0.3
         million ($1.0 million in 1997), which is equal to interest income
         recognized using a cash-basis method of income recognition.



<PAGE>   13

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Activity in the valuation allowance account for mortgage loans on real
         estate is summarized for the years ended December 31:

<TABLE>
<CAPTION>
             (in millions of dollars)                                                1998          1997
                                                                                     ----          ----
             <S>                                                                     <C>           <C>
             Allowance, beginning of year                                            $42.5         $51.0
               Reductions credited to operations                                      (0.1)         (1.2)
               Direct write-downs charged against the allowance                         --          (7.3)
                                                                                     -----         -----
             Allowance, end of year                                                  $42.4         $42.5
                                                                                     =====         =====
</TABLE>

         Real estate is presented at cost less accumulated depreciation of $21.5
         million as of December 31, 1998 ($45.1 million as of December 31, 1997)
         and valuation allowances of $5.4 million as of December 31, 1998 ($11.1
         million as of December 31, 1997).

         Investments that were non-income producing for the twelve month period
         preceding December 31, 1998 amounted to $42.4 million ($19.4 million
         for 1997) and consisted of $32.7 million ($3.0 million in 1997) in
         securities available-for-sale and $9.7 million ($16.4 million in 1997)
         in real estate.

         An analysis of investment income by investment type follows for the
         years ended December 31:

<TABLE>
<CAPTION>
             (in millions of dollars)                                      1998            1997           1996
                                                                           ----            ----           ----
             <S>                                                          <C>             <C>            <C>
             Gross investment income:
               Securities available-for-sale:
                 Fixed maturity securities                                $  982.5        $  911.6       $  917.1
                 Equity securities                                             0.8             0.8            1.3
               Mortgage loans on real estate                                 458.9           457.7          432.8
               Real estate                                                    40.4            42.9           44.3
               Short-term investments                                         17.8            22.7            4.2
               Other                                                          30.7            21.0            4.0
                                                                          --------        --------       --------
                   Total investment income                                 1,531.1         1,456.7        1,403.7
             Less investment expenses                                         49.5            47.5           45.9
                                                                          --------        --------       --------
                   Net investment income                                  $1,481.6        $1,409.2       $1,357.8
                                                                          ========        ========       ========
</TABLE>

         An analysis of realized gains (losses) on investments, net of valuation
         allowances, by investment type follows for the years ended December 31:

<TABLE>
<CAPTION>
             (in millions of dollars)                                        1998            1997           1996
                                                                             ----            ----           ----
             <S>                                                            <C>             <C>            <C>
             Securities available-for-sale:
               Fixed maturity securities                                    $(0.7)          $ 3.6          $(3.5)
               Equity securities                                              2.1             2.7            3.2
             Mortgage loans on real estate                                    3.9             1.6           (4.1)
             Real estate and other                                           23.1             3.2            4.1
                                                                            -----           -----          -----
                                                                            $28.4           $11.1          $(0.3)
                                                                            =====           =====          =====
</TABLE>

         Fixed maturity securities with an amortized cost of $6.5 million and
         $6.2 million as of December 31, 1998 and 1997, respectively, were on
         deposit with various regulatory agencies as required by law.



<PAGE>   14

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



(4)      Federal Income Tax
         ------------------

         The Company's current federal income tax liability was $72.8 million
         and $60.1 million as of December 31, 1998 and 1997, respectively.

         The tax effects of temporary differences that give rise to significant
         components of the net deferred tax liability as of December 31, 1998
         and 1997 are as follows:

<TABLE>
<CAPTION>
             (in millions of dollars)                                        1998            1997
                                                                             ----            ----
             <S>                                                            <C>             <C>
             Deferred tax assets:
               Future policy benefits                                       $207.7          $200.1
               Liabilities in Separate Accounts                              319.9           242.0
               Mortgage loans on real estate and real estate                  17.5            19.0
               Other assets and other liabilities                             58.9            59.2
                                                                            ------          ------
                 Total gross deferred tax assets                             604.0           520.3
                 Less valuation allowance                                     (7.0)           (7.0)
                                                                            ------          ------
                 Net deferred tax assets                                     597.0           513.3
                                                                            ------          ------

             Deferred tax liabilities:
               Deferred policy acquisition costs                             568.7           480.5
               Fixed maturity securities                                     212.2           193.3
               Deferred tax on realized investment gains                      34.8            40.1
               Equity securities and other long-term investments               9.6             7.5
               Other                                                          21.6            22.2
                                                                            ------          ------
                 Total gross deferred tax liabilities                        846.9           743.6
                                                                            ------          ------
                 Net deferred tax liability                                 $249.9          $230.3
                                                                            ======          ======
</TABLE>

         In assessing the realizability of deferred tax assets, management
         considers whether it is more likely than not that some portion of the
         total gross deferred tax assets will not be realized. Nearly all future
         deductible amounts can be offset by future taxable amounts or recovery
         of federal income tax paid within the statutory carryback period. There
         has been no change in the valuation allowance for the years ended
         December 31, 1998, 1997 and 1996.

         Federal income tax expense attributable to income from continuing
         operations for the years ended December 31 was as follows:

<TABLE>
<CAPTION>
           (in millions of dollars)                                   1998            1997            1996
                                                                      ----            ----            ----
           <S>                                                       <C>             <C>             <C>
           Currently payable                                         $186.1          $121.7          $116.5
           Deferred tax expense (benefit)                               4.3            28.5            (5.6)
                                                                     ------          ------          ------
                                                                     $190.4          $150.2          $110.9
                                                                     ======          ======          ======
</TABLE>



<PAGE>   15

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Total federal income tax expense for the years ended December 31, 1998,
         1997 and 1996 differs from the amount computed by applying the U.S.
         federal income tax rate to income before tax as follows:

<TABLE>
<CAPTION>
                                                            1998                     1997                     1996
                                                       -----------------        ----------------        -----------------
         (in millions of dollars)                      Amount        %          Amount        %          Amount        %
                                                       ------        -          ------        -          ------        -

         <S>                                           <C>         <C>          <C>         <C>          <C>         <C> 
         Computed (expected) tax expense               $195.0      35.0         $150.5      35.0         $110.4      35.0
         Tax exempt interest and dividends
           received deduction                            (4.9)     (0.9)           -         0.0           (0.2)     (0.1)
         Other, net                                       0.3       0.1           (0.3)     (0.1)           0.7       0.3
                                                       ------      ----         ------      ----         ------      ----
             Total (effective rate of each year)       $190.4      34.2         $150.2      34.9         $110.9      35.2
                                                       ======      ====         ======      ====         ======      ====
</TABLE>

         Total federal income tax paid was $173.4 million, $91.8 million and
         $115.8 million during the years ended December 31, 1998, 1997 and 1996,
         respectively.

(5)      Comprehensive Income
         --------------------

         Pursuant to SFAS No. 130 - Reporting Comprehensive Income, which the
         Company adopted January 1, 1998, the Consolidated Statements of
         Shareholder's Equity include a new measure called "Comprehensive
         Income". Comprehensive Income includes net income as well as certain
         items that are reported directly within separate components of
         shareholders' equity that bypass net income. Currently, the Company's
         only component of Other Comprehensive Income is unrealized gains
         (losses) on securities available-for-sale. The related before and after
         federal tax amounts are as follows:

<TABLE>
<CAPTION>
             (in millions of dollars)                                        1998           1997           1996
                                                                             ----           ----           ----
             <S>                                                            <C>            <C>            <C>
             Unrealized gains (losses) on securities 
                available-for-sale arising during the period:
                Gross                                                       $ 58.2        $141.1         $(272.4)
                Adjustment to deferred policy acquisition costs              (12.9)        (21.8)           57.0
                Related federal income tax (expense) benefit                 (15.9)        (41.7)           44.0
                                                                            ------        ------          ------
                   Net                                                        29.4          77.6          (171.4)
                                                                            ------        ------          ------

             Reclassification adjustment for net (gains) losses 
                on securities available-for-sale realized 
                during the period:
                Gross                                                         (1.4)         (6.3)             0.7
                Related federal income tax expense (benefit)                   0.5           2.2             (0.2)
                                                                            ------        ------          -------
                   Net                                                        (0.9)         (4.1)             0.5
                                                                            ------        ------          -------
             Total Other Comprehensive Income                               $ 28.5        $ 73.5          $(170.9)
                                                                            ======        ======          =======
</TABLE>

(6)      Fair Value of Financial Instruments 
         -----------------------------------

         The following disclosures summarize the carrying amount and estimated
         fair value of the Company's financial instruments. Certain assets and
         liabilities are specifically excluded from the disclosure requirements
         of financial instruments. Accordingly, the aggregate fair value amounts
         presented do not represent the underlying value of the Company.




<PAGE>   16

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The fair value of a financial instrument is defined as the amount at
         which the financial instrument could be exchanged in a current
         transaction between willing parties. In cases where quoted market
         prices are not available, fair value is to be based on estimates using
         present value or other valuation techniques. Many of the Company's
         assets and liabilities subject to the disclosure requirements are not
         actively traded, requiring fair values to be estimated by management
         using present value or other valuation techniques. These techniques are
         significantly affected by the assumptions used, including the discount
         rate and estimates of future cash flows. Although fair value estimates
         are calculated using assumptions that management believes are
         appropriate, changes in assumptions could cause these estimates to vary
         materially. In that regard, the derived fair value estimates cannot be
         substantiated by comparison to independent markets and, in many cases,
         could not be realized in the immediate settlement of the instruments.

         Although insurance contracts, other than policies such as annuities
         that are classified as investment contracts, are specifically exempted
         from the disclosure requirements, estimated fair value of policy
         reserves on life insurance contracts is provided to make the fair value
         disclosures more meaningful.

         The tax ramifications of the related unrealized gains and losses can
         have a significant effect on fair value estimates and have not been
         considered in the estimates.

         The following methods and assumptions were used by the Company in
         estimating its fair value disclosures:

              Fixed maturity and equity securities: The fair value for fixed
              maturity securities is based on quoted market prices, where
              available. For fixed maturity securities not actively traded, fair
              value is estimated using values obtained from independent pricing
              services or, in the case of private placements, is estimated by
              discounting expected future cash flows using a current market rate
              applicable to the yield, credit quality and maturity of the
              investments. The fair value for equity securities is based on
              quoted market prices. The carrying amount and fair value for
              equity securities exclude the fair value of futures contracts
              designated as hedges of equity securities.

              Mortgage loans on real estate, net: The fair value for mortgage
              loans on real estate is estimated using discounted cash flow
              analyses, using interest rates currently being offered for similar
              loans to borrowers with similar credit ratings. Loans with similar
              characteristics are aggregated for purposes of the calculations.
              Fair value for mortgage loans in default is the estimated fair
              value of the underlying collateral.

              Policy loans, short-term investments and cash: The carrying amount
              reported in the consolidated balance sheets for these instruments
              approximates their fair value.

              Separate account assets and liabilities: The fair value of assets
              held in separate accounts is based on quoted market prices. The
              fair value of liabilities related to separate accounts is the
              amount payable on demand, which is net of certain surrender
              charges.

              Investment contracts: The fair value for the Company's liabilities
              under investment type contracts is disclosed using two methods.
              For investment contracts without defined maturities, fair value is
              the amount payable on demand. For investment contracts with known
              or determined maturities, fair value is estimated using discounted
              cash flow analysis. Interest rates used are similar to currently
              offered contracts with maturities consistent with those remaining
              for the contracts being valued.



<PAGE>   17

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



              Policy reserves on life insurance contracts: Included are
              disclosures for individual life insurance, universal life
              insurance and supplementary contracts with life contingencies for
              which the estimated fair value is the amount payable on demand.
              Also included are disclosures for the Company's limited payment
              policies, which the Company has used discounted cash flow analyses
              similar to those used for investment contracts with known
              maturities to estimate fair value.

              Commitments to extend credit: Commitments to extend credit have
              nominal fair value because of the short-term nature of such
              commitments. See note 7.

              Futures contracts: The fair value for futures contracts is based
              on quoted market prices.

           Carrying amount and estimated fair value of financial instruments
           subject to disclosure requirements and policy reserves on life
           insurance contracts were as follows as of December 31:

<TABLE>
<CAPTION>
                                                                         1998                              1997
                                                               -------------------------        --------------------------
                                                                Carrying      Estimated          Carrying       Estimated
               (in millions of dollars)                          amount       fair value          amount        fair value
                                                               ---------      ----------        ---------       ----------
               <S>                                              <C>            <C>               <C>            <C>
               Assets:
                 Investments:
                   Securities available-for-sale:
                     Fixed maturity securities                  $14,245.1      $14,245.1         $13,204.1       $13,204.1
                     Equity securities                              128.5          128.5              80.4            80.4
                   Mortgage loans on real estate, net             5,328.4        5,527.6           5,181.6         5,509.7
                   Policy loans                                     464.3          464.3             415.3           415.3
                   Short-term investments                           289.1          289.1             358.4           358.4
                 Cash                                                 3.4            3.4             175.6           175.6
                 Assets held in separate accounts                50,935.8       50,935.8          37,724.4        37,724.4

               Liabilities:
                 Investment contracts                            15,468.7       15,158.6          14,708.2        14,322.1
                 Policy reserves on life insurance contracts      3,914.0        3,768.9           3,345.4         3,182.4
                 Liabilities related to separate accounts        50,935.8       49,926.5          37,724.4        36,747.0
                 Futures contracts                                    1.3            1.3                --              --
</TABLE>

(7)      Risk Disclosures
         ----------------

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

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

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



<PAGE>   18

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Legal/Regulatory Risk: The risk that changes in the legal or regulatory
         environment in which an insurer operates will result in increased
         competition, reduced demand for a company's products, or create
         additional expenses not anticipated by the insurer in pricing its
         products. The Company mitigates this risk by offering a wide range of
         products and by operating throughout the United States, thus reducing
         its exposure to any single product or jurisdiction, and also by
         employing underwriting practices which identify and minimize the
         adverse impact of this risk.

         Financial Instruments with Off-Balance-Sheet Risk: The Company is a
         party to financial instruments with off-balance-sheet risk in the
         normal course of business through management of its investment
         portfolio. These financial instruments include commitments to extend
         credit in the form of loans. These instruments involve, to varying
         degrees, elements of credit risk in excess of amounts recognized on the
         consolidated balance sheets.

         Commitments to fund fixed rate mortgage loans on real estate are
         agreements to lend to a borrower, and are subject to conditions
         established in the contract. Commitments generally have fixed
         expiration dates or other termination clauses and may require payment
         of a deposit. Commitments extended by the Company are based on
         management's case-by-case credit evaluation of the borrower and the
         borrower's loan collateral. The underlying mortgage property represents
         the collateral if the commitment is funded. The Company's policy for
         new mortgage loans on real estate is to lend no more than 75% of
         collateral value. Should the commitment be funded, the Company's
         exposure to credit loss in the event of nonperformance by the borrower
         is represented by the contractual amounts of these commitments less the
         net realizable value of the collateral. The contractual amounts also
         represent the cash requirements for all unfunded commitments.
         Commitments on mortgage loans on real estate of $156.0 million
         extending into 1999 were outstanding as of December 31, 1998. The
         Company also had $40.0 million of commitments to purchase fixed
         maturity securities outstanding as of December 31, 1998.

         Significant Concentrations of Credit Risk: The Company grants mainly
         commercial mortgage loans on real estate to customers throughout the
         United States. The Company has a diversified portfolio with no more
         than 22% (20% in 1997) in any geographic area and no more than 2% (2%
         in 1997) with any one borrower as of December 31, 1998. As of December
         31, 1998, 42% (46% in 1997) of the remaining principal balance of the
         Company's commercial mortgage loan portfolio financed retail
         properties.

         Reinsurance: The Company has entered into a reinsurance contract to
         cede a portion of its general account individual annuity business to
         The Franklin Life Insurance Company (Franklin). Total recoveries due
         from Franklin were $187.9 million and $220.2 million as of December 31,
         1998 and 1997, respectively. The contract is immaterial to the
         Company's results of operations. The ceding of risk does not discharge
         the original insurer from its primary obligation to the policyholder.
         Under the terms of the contract, Franklin has established a trust as
         collateral for the recoveries. The trust assets are invested in
         investment grade securities, the market value of which must at all
         times be greater than or equal to 102% of the reinsured reserves.

(8)      Pension Plan and Postretirement Benefits Other Than Pensions
         ------------------------------------------------------------

         The Company is a participant, together with other affiliated companies,
         in a pension plan covering all employees who have completed at least
         one year of service. The Company funds pension costs accrued for direct
         employees plus an allocation of pension costs accrued for employees of
         affiliates whose work efforts benefit the Company. Assets of the
         Retirement Plan are invested in group annuity contracts of NLIC and
         Employers Life Insurance Company of Wausau (ELICW).

         Pension costs charged to operations by the Company during the years
         ended December 31, 1998, 1997 and 1996 were $2.0 million, $7.5 million
         and $7.4 million, respectively. The Company has recorded a prepaid
         pension asset of $5.0 million as of December 31, 1998 and no prepaid or
         accrued pension asset or expense as of December 31, 1997.



<PAGE>   19

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         In addition to the defined benefit pension plan, the Company, together
         with other affiliated companies, participates in life and health care
         defined benefit plans for qualifying retirees. Postretirement life and
         health care benefits are contributory and generally available to full
         time employees who have attained age 55 and have accumulated 15 years
         of service with the Company after reaching age 40. Postretirement
         health care benefit contributions are adjusted annually and contain
         cost-sharing features such as deductibles and coinsurance. In addition,
         there are caps on the Company's portion of the per-participant cost of
         the postretirement health care benefits. These caps can increase
         annually, but not more than three percent. The Company's policy is to
         fund the cost of health care benefits in amounts determined at the
         discretion of management. Plan assets are invested primarily in group
         annuity contracts of NLIC.

         The Company elected to immediately recognize its estimated accumulated
         postretirement benefit obligation (APBO), however, certain affiliated
         companies elected to amortize their initial transition obligation over
         periods ranging from 10 to 20 years.

         The Company's accrued postretirement benefit expense as of December 31,
         1998 and 1997 was $40.1 million and $36.5 million, respectively, and
         the net periodic postretirement benefit cost (NPPBC) for 1998, 1997 and
         1996 was $4.1 million, $3.0 million and $3.3 million, respectively.

         Information regarding the funded status of the pension plan as a whole
         and the postretirement life and health care benefit plan as a whole as
         of December 31, 1998 and 1997 follows:

<TABLE>
<CAPTION>
                                                                             Pension Benefits      Postretirement Benefits
                                                                           ---------------------   -----------------------
              (in millions of dollars)                                       1998         1997         1998       1997
              ---------------------------------------------------------    --------     --------     --------   -------
              <S>                                                          <C>          <C>          <C>        <C>
              Change in benefit obligation:
              Benefit obligation at beginning of year                      $2,033.8     $1,847.8      $237.9    $ 200.7
              Service cost                                                     87.6         77.3         9.8        7.0
              Interest cost                                                   123.4        118.6        15.4       14.0
              Actuarial loss                                                  123.2         60.0        15.6       24.4
              Plan curtailment in 1998/merger in 1997                        (107.2)         1.5         -          -
              Benefits paid                                                   (75.8)       (71.4)       (8.6)      (8.2)
                                                                           --------     --------     -------    -------
              Benefit obligation at end of year                             2,185.0      2,033.8       270.1      237.9
                                                                           --------     --------     -------    -------

              Change in plan assets:
              Fair value of plan assets at beginning of year                2,212.9      1,947.9        69.2       63.0
              Actual return on plan assets                                    300.7        328.1         5.0        3.6
              Employer contribution                                           104.1          7.2        12.1       10.6
              Plan merger                                                       -            1.1         -          -
              Benefits paid                                                   (75.8)       (71.4)       (8.4)      (8.0)
                                                                           --------     --------     -------    -------
              Fair value of plan assets at end of year                      2,541.9      2,212.9        77.9       69.2
                                                                           --------     --------     -------    -------

              Funded status                                                   356.9        179.1      (192.2)    (168.7)
              Unrecognized prior service cost                                  31.5         34.7         -          -
              Unrecognized net (gains) losses                                (345.7)      (330.7)       16.0        1.6
              Unrecognized net (asset) obligation at transition               (11.0)        33.3         1.3        1.5
                                                                           --------     --------     -------    -------
              Prepaid (accrued) benefit cost                               $   31.7     $  (83.6)    $(174.9)   $(165.6)
                                                                           ========     ========     =======    ======= 
</TABLE>



<PAGE>   20

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Basis for measurements, funded status of the pension plan and
         postretirement life and health care benefit plan:

<TABLE>
<CAPTION>
                                                                             Pension Benefits          Postretirement Benefits
                                                                          --------------------         -----------------------
                                                                            1998         1997            1998           1997
                                                                          --------      ------         --------       --------
              <S>                                                         <C>           <C>            <C>            <C>
              Weighted average discount rate                               5.50%         6.00%           6.65%         6.70%
              Rate of increase in future compensation levels               3.75%         4.25%             --            --
              Assumed health care cost trend rate:
                    Initial rate                                             --            --           15.00%        12.13%
                    Ultimate rate                                            --            --            8.00%         6.12%
                    Uniform declining period                                 --            --           15 Years      12 Years
</TABLE>

         The net periodic pension cost for the pension plan as a whole for the
         years ended December 31, 1998, 1997 and 1996 follows:

<TABLE>
<CAPTION>
              (in millions of dollars)                                                   1998         1997         1996
              --------------------------------------------------------------------------------        ----         ----
              <S>                                                                      <C>          <C>
              Service cost (benefits earned during the period)                         $  87.6      $  77.3      $  75.5
              Interest cost on projected benefit obligation                              123.4        118.6        105.5
              Expected return on plan assets                                            (159.0)      (139.0)      (116.1)
              Recognized gains                                                            (3.8)         -            -
              Amortization of prior service cost                                           3.2          3.2          3.2
              Amortization of unrecognized transition obligation                           4.2          4.2          4.1
                                                                                       -------      -------      -------   
                                                                                       $  55.6      $  64.3      $  72.2
                                                                                       =======      =======      =======
</TABLE>

         Effective December 31, 1998, Wausau Service Corporation (WSC) ended its
         affiliation with the Nationwide Insurance Enterprise and employees of
         WSC ended participation in the plan. A curtailment gain of $67.1
         million resulted (consisting of a $107.2 million reduction in the
         projected benefit obligation, net of the write-off of the $40.1 million
         remaining unamortized transition obligation related to WSC). The
         Company anticipates that the plan will settle the obligation related to
         WSC employees with a transfer of assets during 1999.

         Basis for measurements, net periodic pension cost for the pension plan:

<TABLE>
<CAPTION>
                                                                                       1998          1997          1996
                                                                                       ----          ----          ----
             <S>                                                                       <C>           <C>           <C>
             Weighted average discount rate                                            6.00%         6.50%         6.00%
             Rate of increase in future compensation levels                            4.25%         4.75%         4.25%
             Expected long-term rate of return on plan assets                          7.25%         7.25%         6.75%
</TABLE>



<PAGE>   21

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         The amount of NPPBC for the postretirement benefit plan as a whole for
         the years ended December 31, 1998, 1997 and 1996 was as follows:

<TABLE>
<CAPTION>
             (in millions of dollars)                                                    1998          1997          1996
                                                                                         ----          ----          ----
             <S>                                                                         <C>           <C>           <C>
             Service cost (benefits attributed to employee service during the year)      $ 9.8         $ 7.0         $ 6.5
             Interest cost on accumulated postretirement benefit obligation               15.4          14.0          13.7
             Actual return on plan assets                                                 (5.0)         (3.6)         (4.3)
             Amortization of unrecognized transition obligation of affiliates              0.2           0.2           0.2
             Net amortization and deferral                                                 1.2          (0.5)          1.8
                                                                                         -----         -----         -----
                                                                                         $21.6         $17.1         $17.9
                                                                                         =====         =====         =====
</TABLE>

         Actuarial assumptions used for the measurement of the accumulated
         postretirement benefit obligation (APBO) and the NPPBC for the
         postretirement benefit plan for 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                                                      1998           1997         1996
                                                                                      -----          -----        ----
             <S>                                                                     <C>            <C>           <C>
             NPPBC:
               Discount rate                                                          6.70%         7.25%         6.65%
               Long term rate of return on plan
                   assets, net of tax                                                 5.83%         5.89%         4.80%
               Assumed health care cost trend rate:
                   Initial rate                                                      12.00%        11.00%        11.00%
                   Ultimate rate                                                      6.00%         6.00%         6.00%
                   Uniform declining period                                         12 Years      12 Years      12 Years
</TABLE>

         For the postretirement benefit plan as a whole, a one percentage point
         increase or decrease in the assumed health care cost trend rate would
         have no impact on the APBO as of December 31, 1998 and have no impact
         on the NPPBC for the year ended December 31, 1998.

(9)      Shareholder's Equity, Regulatory Risk-Based Capital, Retained Earnings
         ----------------------------------------------------------------------
         and Dividend Restrictions
         -------------------------

         Ohio, NLIC's and NLAIC's state of domicile, imposes minimum risk-based
         capital requirements that were developed by the NAIC. The formulas for
         determining the amount of risk-based capital specify various weighting
         factors that are applied to financial balances or various levels of
         activity based on the perceived degree of risk. Regulatory compliance
         is determined by a ratio of the company's regulatory total adjusted
         capital, as defined by the NAIC, to its authorized control level
         risk-based capital, as defined by the NAIC. Companies below specific
         trigger points or ratios are classified within certain levels, each of
         which requires specified corrective action. NLIC and NLAIC each exceed
         the minimum risk-based capital requirements.

         The statutory capital and surplus of NLIC as of December 31, 1998, 1997
         and 1996 was $1.32 billion, $1.13 billion and $1.00 billion,
         respectively. The statutory net income of NLIC for the years ended
         December 31, 1998, 1997 and 1996 was $171.0 million, $111.7 million and
         $73.2 million, respectively.

         The Company is limited in the amount of shareholder dividends it may
         pay without prior approval by the Department. As of December 31, 1998,
         the maximum amount available for dividend payment from the Company to
         its shareholder without prior approval of the Department was $71.0
         million.




<PAGE>   22

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         In addition, the payment of dividends by NLIC may also be subject to
         restrictions set forth in the insurance laws of New York that limit the
         amount of statutory profits on NLIC's participating policies (measured
         before dividends to policyholders) that can inure to the benefit of the
         Company and its shareholder.

         The Company currently does not expect such regulatory requirements to
         impair its ability to pay operating expenses and shareholder dividends
         in the future.

(10)     Transactions With Affiliates
         ----------------------------

         As part of the restructuring described in note 1, NLIC paid a dividend
         valued at $485.7 million to Nationwide Corp. on January 1, 1997
         consisting of the outstanding shares of common stock of ELICW, National
         Casualty Company (NCC) and West Coast Life Insurance Company (WCLIC).
         Also, on February 24, 1997, NLIC paid a dividend to NFS, and NFS paid
         an equivalent dividend to Nationwide Corp., consisting of securities
         having an aggregate fair value of $850.0 million. The Company
         recognized a gain of $14.4 million on the transfer of securities.

         The Company leases office space from NMIC and certain of its
         subsidiaries. For the years ended December 31, 1998, 1997 and 1996, the
         Company made lease payments to NMIC and its subsidiaries of $8.0
         million, $8.4 million and $9.1 million, respectively.

         Pursuant to a cost sharing agreement among NMIC and certain of its
         direct and indirect subsidiaries, including the Company, NMIC provides
         certain operational and administrative services, such as sales support,
         advertising, personnel and general management services, to those
         subsidiaries. Expenses covered by this agreement are subject to
         allocation among NMIC, the Company and other affiliates. Amounts
         allocated to the Company were $95.0 million, $85.8 million and $101.6
         million in 1998, 1997 and 1996, respectively. The allocations are based
         on techniques and procedures in accordance with insurance regulatory
         guidelines. Measures used to allocate expenses among companies include
         individual employee estimates of time spent, special cost studies,
         salary expense, commissions expense and other methods agreed to by the
         participating companies that are within industry guidelines and
         practices. The Company believes these allocation methods are
         reasonable. In addition, the Company does not believe that expenses
         recognized under the inter-company agreements are materially different
         than expenses that would have been recognized had the Company operated
         on a stand alone basis. Amounts payable to NMIC from the Company under
         the cost sharing agreement were $31.9 million and $20.5 million as of
         December 31, 1998 and 1997, respectively.

         The Company also participates in intercompany repurchase agreements
         with affiliates whereby the seller will transfer securities to the
         buyer at a stated value. Upon demand or a stated period, the securities
         will be repurchased by the seller at the original sales price plus a
         price differential. Transactions under the agreements during 1998 and
         1997 were not material. The Company believes that the terms of the
         repurchase agreements are materially consistent with what the Company
         could have obtained with unaffiliated parties.





<PAGE>   23

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Intercompany reinsurance agreements exist between NLIC and,
         respectively, NMIC and ELICW whereby all of NLIC's accident and health
         and group life insurance business is ceded on a modified coinsurance
         basis. NLIC entered into the reinsurance agreements during 1996 because
         the accident and health and group life insurance business was unrelated
         to the Company's long-term savings and retirement products.
         Accordingly, the accident and health and group life insurance business
         has been accounted for as discontinued operations for all periods
         presented. Under modified coinsurance agreements, invested assets are
         retained by the ceding company and investment earnings are paid to the
         reinsurer. Under the terms of the Company's agreements, the investment
         risk associated with changes in interest rates is borne by ELICW or
         NMIC, as the case may be. Risk of asset default is retained by the
         Company, although a fee is paid by ELICW or NMIC, as the case may be,
         to the Company for the Company's retention of such risk. The agreements
         will remain in force until all policy obligations are settled. However,
         with respect to the agreement between NLIC and NMIC, either party may
         terminate the contract on January 1 of any year with prior notice. The
         ceding of risk does not discharge the original insurer from its primary
         obligation to the policyholder. The Company believes that the terms of
         the modified coinsurance agreements are consistent in all material
         respects with what the Company could have obtained with unaffiliated
         parties. Amounts ceded to NMIC and ELICW for the years ended December
         31, 1998, 1997 and 1996 were:

<TABLE>
<CAPTION>
                                                       1998                       1997                          1996
                                            ------------------------------------------------------------------------------------
         (in millions of dollars)               NMIC          ELICW        NMIC         ELICW            NMIC         ELICW
         -----------------------------------------------------------------------------------------------------------------------

         <S>                                    <C>          <C>          <C>           <C>             <C>           <C>   
         Premiums                               $90.1        $106.3       $ 91.4        $199.8          $ 97.3        $224.2
         Net investment income and other
            revenue                             $11.1        $  9.4       $ 10.7        $ 13.4          $ 10.9        $ 14.8
         Benefits, claims and expenses          $98.8        $160.5       $100.7        $225.9          $100.5        $246.6
</TABLE>

         The Company and various affiliates entered into agreements with
         Nationwide Cash Management Company (NCMC), an affiliate, under which
         NCMC acts as a common agent in handling the purchase and sale of
         short-term securities for the respective accounts of the participants.
         Amounts on deposit with NCMC were $248.4 million and $211.0 million as
         of December 31, 1998 and 1997, respectively, and are included in
         short-term investments on the accompanying consolidated balance sheets.

         Certain annuity products are sold through three affiliated companies,
         which are also subsidiaries of NFS. Total commissions and fees paid to
         these affiliates for the three years ended December 31, 1998 were $60.0
         million, $66.1 million and $76.9 million, respectively.

(11)     Bank Lines of Credit
         --------------------

         In August 1996, NLIC, along with NMIC, entered into a $600.0 million
         revolving credit facility which provides for a $600.0 million loan over
         a five year term on a fully revolving basis with a group of national
         financial institutions. The credit facility provides for several and
         not joint liability with respect to any amount drawn by either NLIC or
         NMIC. NLIC and NMIC pay facility and usage fees to the financial
         institutions to maintain the revolving credit facility. All previously
         existing line of credit agreements were canceled. In September 1997,
         the credit agreement was amended to include NFS as a party to and
         borrower under the agreement. As of December 31, 1998 the Company had
         no amounts outstanding under the agreement.




<PAGE>   24

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



(12)     Contingencies
         -------------

         On October 29, 1998, the Company and certain of its affiliates were
         named in a lawsuit filed in the Common Pleas Court of Franklin County,
         Ohio 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).
         The plaintiff in such lawsuit seeks to represent a national class of
         the Company's customers and seeks unspecified compensatory and punitive
         damages. The Company is currently evaluating this lawsuit, which is in
         an early stage and has not been certified as a class. The Company
         intends to defend this lawsuit vigorously.

(13)     Segment Information
         -------------------

         The Company uses differences in products as the basis for defining its
         reportable segments. The Company reports three product segments:
         Variable Annuities, Fixed Annuities and Life Insurance.

         The Variable Annuities segment consists of annuity contracts that
         provide the customer with the opportunity to invest in mutual funds
         managed by independent investment managers and the Company, with
         investment returns accumulating on a tax-deferred basis. The Company's
         variable annuity products consist almost entirely of flexible premium
         deferred variable annuity contracts.

         The Fixed Annuities segment consists of annuity contracts that generate
         a return for the customer at a specified interest rate, fixed for a
         prescribed period, with returns accumulating on a tax-deferred basis.
         Such contracts consist of single premium deferred annuities, flexible
         premium deferred annuities and single premium immediate annuities. The
         Fixed Annuities segment includes the fixed option under variable
         annuity contracts.

         The Life Insurance segment consists of insurance products, including
         variable universal life insurance and corporate-owned life insurance
         products, that provide a death benefit and may also allow the customer
         to build cash value on a tax-deferred basis.

         In addition to the product segments, the Company reports corporate
         revenue and expenses, investments and related investment income
         supporting capital not specifically allocated to its product segments,
         revenues and expenses of its investment advisor subsidiary (other than
         the portion allocated to the Variable Annuities and Life Insurance
         segments), revenues and expenses related to group annuity contracts
         sold to Nationwide Insurance Enterprise employee and agent benefit
         plans and all realized gains and losses on investments in a Corporate
         and Other segment.





<PAGE>   25

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



The following table summarizes the financial results of the Company's business
segments for the years ended December 31, 1998, 1997 and 1996.

<TABLE>
<CAPTION>
                                       Variable      Fixed       Life     Corporate
(in millions of dollars)               Annuities   Annuities   Insurance  and Other    Total
- ------------------------------------  ---------    ---------   ---------  ---------    -----
<S>                                   <C>          <C>         <C>        <C>        <C>
1998:
Net investment income (1)             $   (31.3)   $ 1,116.6   $  231.6   $  164.7   $ 1,481.6
Other operating revenue                   560.8         35.7      319.6       49.6       965.7
                                      ---------    ---------   --------   --------   ---------
   Total operating revenue (2)            529.5      1,152.3      551.2      214.3     2,447.3
                                      ---------    ---------   --------   --------   ---------
Interest credited to policyholder
   account balances                          --        828.6      115.4      125.0     1,069.0
Amortization of deferred policy
   acquisition costs                      123.9         44.2       46.4         --       214.5
Other benefits and expenses               187.2        104.2      294.6       49.1       635.1
                                      ---------    ---------   --------   --------   ---------
   Total expenses                         311.1        977.0      456.4      174.1     1,918.6
                                      ---------    ---------   --------   --------   ---------
Operating income (loss) before
   federal income tax                     218.4        175.3       94.8       40.2       528.7
Realized gains on investments                --           --         --       28.4        28.4
                                      ---------    ---------   --------   --------   ---------
Consolidated income before
   federal tax expense                $   218.4    $   175.3   $   94.8   $   68.6   $   557.1
                                      =========    =========   ========   ========   =========

Assets as of year end                 $47,668.7    $15,215.7   $5,187.6   $6,270.1   $74,342.1
                                      =========    =========   ========   ========   =========


1997:
Net investment income (1)             $   (26.9)   $ 1,098.2   $  189.1   $  148.8   $ 1,409.2
Other operating revenue                   430.9         43.2      284.0       39.0       797.1
                                      ---------    ---------   --------   --------   ---------
   Total operating revenue (2)            404.0      1,141.4      473.1      187.8     2,206.3
                                      ---------    ---------   --------   --------   ---------
Interest credited to policyholder
   account balances                          --        823.4       78.5      114.7     1,016.6
Amortization of deferred policy
   acquisition costs                       87.8         39.8       39.6         --       167.2
Other benefits and expenses               165.3        108.7      284.1       45.6       603.7
                                      ---------    ---------   --------   --------   ---------
   Total expenses                         253.1        971.9      402.2      160.3     1,787.5
                                      ---------    ---------   --------   --------   ---------
Operating income before federal
    income tax                            150.9        169.5       70.9       27.5       418.8
Realized gains on investments                --           --         --       11.1        11.1
                                      ---------    ---------   --------   --------   ---------
Consolidated income before
   federal tax expense                $   150.9    $   169.5   $   70.9   $   38.6   $   429.9
                                      =========    =========   ========   ========   =========

Assets as of year end                 $35,278.7    $14,436.3   $3,901.4   $6,174.3   $59,790.7
                                      =========    =========   ========   ========   =========
</TABLE>




<PAGE>   26

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



<TABLE>
<CAPTION>

                                                 Variable         Fixed            Life         Corporate
         (in millions of dollars)               Annuities       Annuities       Insurance       and Other        Total
         ------------------------------------   ----------      ----------      ---------       ---------     ---------
         <S>                                    <C>             <C>             <C>             <C>           <C>
         1996:
         Net investment income (1)              $    (21.5)     $  1,050.6      $   174.0       $   154.7      $ 1,357.8
         Other operating revenue                     306.1            42.0          261.6            25.7          635.4
                                                ----------      ----------      ---------       ---------      ---------
            Total operating revenue (2)              284.6         1,092.6          435.6           180.4        1,993.2
                                                ----------      ----------      ---------       ---------      ---------
         Interest credited to policyholder
            account balances                            --           805.0           70.2           107.1          982.3
         Amortization of deferred policy
            acquisition costs                         57.4            38.6           37.4              --          133.4
         Benefits and expenses                       136.9           113.6          260.8            50.4          561.7
                                                ----------      ----------      ---------       ---------      ---------
            Total expenses                           194.3           957.2          368.4           157.5        1,677.4
                                                ----------      ----------      ---------       ---------      ---------
         Operating income before federal
             income tax                               90.3           135.4           67.2            22.9          315.8
         Realized losses on investments                 --              --             --            (0.3)          (0.3)
                                                ----------      ----------      ---------       ---------      ---------
         Consolidated income from
            continuing operations before
            federal tax expense                 $     90.3      $    135.4       $   67.2        $   22.6      $   315.5
                                                ==========      ==========       ========        ========      =========

         Assets as of year end                  $ 25,069.7      $ 13,994.7       $3,353.3        $5,348.5      $47,766.2
                                                ==========      ==========       ========        ========      =========
</TABLE>

         -----------
         (1)  The Company's method of allocating net investment income results
              in a charge (negative net investment income) to the Variable
              Annuities segment which is recognized in the Corporate and Other
              segment. The charge relates to non-invested assets which support
              this segment on a statutory basis.

         (2)  Excludes realized gains and losses on investments.

         The Company has no significant revenue from customers located outside
         of the United States nor does the Company have any significant
         long-lived assets located outside the United States.


 (14)    Discontinued Operations
         -----------------------

         As discussed in note 1, NFS is a holding company for NLIC and certain
         other companies within the Nationwide Insurance Enterprise that offer
         or distribute long-term savings and retirement products. Prior to the
         contribution by Nationwide Corp. of the outstanding common stock of
         NLIC to NFS, NLIC effected certain transactions with respect to certain
         subsidiaries and lines of business that were unrelated to long-term
         savings and retirement products.

         On September 24, 1996, NLIC's Board of Directors declared a dividend
         payable to Nationwide Corp. on January 1, 1997 consisting of the
         outstanding shares of common stock of three subsidiaries: ELICW, NCC
         and WCLIC. ELICW writes group accident and health and group life
         insurance business and maintains it offices in Wausau, Wisconsin. NCC
         is a property and casualty company with offices in Scottsdale, Arizona
         that serves as a fronting company for a property and casualty
         subsidiary of NMIC. WCLIC writes high dollar term life insurance
         policies and is located in San Francisco, California. ELICW, NCC and
         WCLIC have been accounted for as discontinued operations in the
         accompanying consolidated financial statements through December 31,
         1996. The Company did not recognize any gain or loss on the disposal of
         these subsidiaries.





<PAGE>   27

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       (a wholly owned subsidiary of Nationwide Financial Services, Inc.)

              Notes to Consolidated Financial Statements, Continued



         Also, during 1996, NLIC entered into two reinsurance agreements whereby
         all of NLIC's accident and health and group life insurance business was
         ceded to ELICW and NMIC, effective January 1, 1996. See note 10 for a
         complete discussion of the reinsurance agreements. The Company has
         discontinued its accident and health and group life insurance business
         and in connection therewith has entered into reinsurance agreements to
         cede all existing and any future writings to other affiliated
         companies. NLIC's accident and health and group life insurance business
         is accounted for as discontinued operations for all periods presented.
         The Company did not recognize any gain or loss on the disposal of the
         accident and health and group life insurance business. The assets,
         liabilities, results of operations and activities of discontinued
         operations are distinguished physically, operationally and for
         financial reporting purposes from the remaining assets, liabilities,
         results of operations and activities of the Company.

         A summary of the results of operations of discontinued operations for
         the years ended December 31, 1998, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
             (in millions of dollars)                                                1998           1997          1996
                                                                                     ----           ----          ----     
             <S>                                                                    <C>            <C>
             Revenues                                                               $   --         $   --       $  668.9
             Net income                                                             $   --         $   --       $   11.3
</TABLE>

         A summary of the assets and liabilities of discontinued operations as
         of December 31, 1998, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
             (in millions of dollars)                                                1998           1997          1996
                                                                                     ----           ----          ----     
             <S>                                                                    <C>            <C>          <C>
             Assets, consisting primarily of investments                            $221.5         $247.3       $3,288.5
             Liabilities, consisting primarily of policy benefits and claims        $221.5         $247.3       $2,802.8
</TABLE>








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