NATIONWIDE VARIABLE ACCOUNT II
485BPOS, 1996-07-25
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<PAGE>   1
              As filed with the Securities and Exchange Commission.

                                                Securities Act File No. 33-67636

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM N-4

                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933

   
                       Post-Effective Amendment No. 8 [x]
                                       and
    

                        REGISTRATION STATEMENT UNDER THE
                       INVESTMENT COMPANY ACT OF 1940 [ ]


                         NATIONWIDE VARIABLE ACCOUNT-II
                           (EXACT NAME OF REGISTRANT)

                        NATIONWIDE LIFE INSURANCE COMPANY
                               (NAME OF DEPOSITOR)

                 ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43216-6609
         (Address of Depositor's Principal Executive Offices) (Zip Code)

        Depositor's Telephone Number, including Area Code: (614) 249-7111

 GORDON E. MCCUTCHAN, SECRETARY, ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43216-6609
                     (Name and Address of Agent for Service)

This Post-Effective Amendment amends the Registration Statement in respect of
the Prospectus, the Statement of Additional Information and the Financial
Statements.

     It is proposed that this filing will become effective (check appropriate
space):

[  ] immediately upon filing pursuant to paragraph (b) of Rule 485
   
[ X] on August 1, 1996 pursuant to paragraph (b) of Rule 485
    
[  ] 60 days after filing pursuant to paragraph (a) of Rule 485
[  ] on (date) pursuant to paragraph (a) of Rule 485
[  ] this post-effective amendment designates a new effective date for a
     previously filed post-effective amendment.

The Registrant has registered an indefinite number of securities by a prior
registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Pursuant to Paragraph (a)(3) thereof, a non-refundable fee
in the amount of $500 has been paid to the Commission. Registrant filed its Rule
24f-2 Notice for the fiscal year ended December 31, 1995 on February 15, 1996.



<PAGE>   2




                         NATIONWIDE VARIABLE ACCOUNT-II
                     REFERENCE TO ITEMS REQUIRED BY FORM N-4

Caption in Prospectus and Statement of Additional Information and Other 
Information

   
<TABLE>
<CAPTION>
N-4 ITEM                                                                                                   PAGE
Part A     INFORMATION REQUIRED IN A PROSPECTUS
<S>          <C>                                                                                            <C>
     Item   1.    Cover page.................................................................................3
     Item   2.    Definitions................................................................................5
     Item   3.    Synopsis or Highlights....................................................................14
     Item   4.    Condensed Financial Information...........................................................15
     Item   5.    General Description of Registrant, Depositor, and Portfolio Companies.....................19
     Item   6.    Deductions and Expenses...................................................................20
     Item   7.    General Description of Variable Annuity Contracts.........................................23
     Item   8.    Annuity Period............................................................................27
     Item   9.    Death Benefit and Distributions...........................................................29
     Item  10.    Purchases and Contract Value..............................................................33
     Item  11.    Redemptions...............................................................................35
     Item  12.    Taxes.....................................................................................36
     Item  13.    Legal Proceedings.........................................................................44
     Item  14.    Table of Contents of the Statement of Additional Information..............................44

Part B     INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

     Item  15.    Cover Page................................................................................53
     Item  16.    Table of Contents.........................................................................53
     Item  17.    General Information and History...........................................................53
     Item  18.    Services..................................................................................53
     Item  19.    Purchase of Securities Being Offered......................................................53
     Item  20.    Underwriters..............................................................................54
     Item  21.    Calculation of Performance Information....................................................54
     Item  22.    Annuity Payments..........................................................................58
     Item  23.    Financial Statements......................................................................59

Part C     OTHER INFORMATION

     Item  24.    Financial Statements and Exhibits........................................................109
     Item  25.    Directors and Officers of the Depositor..................................................111
     Item  26.    Persons Controlled by or Under Common Control with the Depositor or
                  Registrant...............................................................................113
     Item  27.    Number of Contract Owners................................................................122
     Item  28.    Indemnification..........................................................................122
     Item  29.    Principal Underwriter....................................................................122
     Item  30.    Location of Accounts and Records.........................................................124
     Item  31.    Management Services......................................................................124
     Item  32.    Undertakings.............................................................................124

</TABLE>
    
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<PAGE>   3


                        NATIONWIDE LIFE INSURANCE COMPANY
                                   HOME OFFICE
                                 P.O. BOX 16609
                    COLUMBUS, OHIO 43216-6609, 1-800-848-6331
                               TDD 1-800-238-3035
     INDIVIDUAL MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS
                  ISSUED BY THE NATIONWIDE VARIABLE ACCOUNT-II
                      OF NATIONWIDE LIFE INSURANCE COMPANY

       The Individual Modified Single Premium Deferred Variable Annuity
Contracts described in this prospectus are modified single Purchase Payment
Contracts (collectively referred to as the "Contracts"). Reference throughout
the prospectus to such Contracts shall also mean "Certificates" issued under
Group Modified Single Premium Retirement Contracts. For such Group Contracts,
references to "Owner" shall mean the "Participant" unless the Plan otherwise
permits or requires the Owner to exercise contractual rights under the authority
of the Plan terms. The Contracts are sold either as Non-Qualified Contracts; as
Individual Retirement Annuities with contributions rolled-over from certain
tax-qualified plans such as Tax Sheltered Annuity plans, Qualified Plans or
IRAs; or as Tax Sheltered Annuities with contributions rolled over or
transferred from other Tax Sheltered Annuity Plans. Annuity payments under the
Contracts are deferred until a selected later date.

       Purchase Payments are allocated to the Nationwide Variable Account-II
("Variable Account"), a separate account of Nationwide Life Insurance Company
(the "Company"). The Variable Account is divided into Sub-Accounts, each of
which invests in shares of one of the underlying Mutual Fund options described
below:

                                    DREYFUS
     Dreyfus Stock Index Fund      The Dreyfus Socially Responsible Growth Fund

                      FIDELITY VARIABLE INSURANCE PRODUCTS FUND
       Equity-Income Portfolio   Growth Portfolio   High Income Portfolio*
                               Overseas Portfolio

                     FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
     Asset Manager Portfolio                            Contrafund Portfolio

                        NATIONWIDE SEPARATE ACCOUNT TRUST
    Capital Appreciation Fund      Government Bond Fund       Money Market Fund
               Small Company Fund                  Total Return Fund

                  NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
                     (FORMERLY "ADVISERS MANAGEMENT TRUST")
 Growth Portfolio    Limited Maturity Bond Portfolio        Partners Portfolio

                       OPPENHEIMER VARIABLE ACCOUNT FUNDS
  Oppenheimer Bond Fund                   Oppenheimer Global Securities Fund
                        Oppenheimer Multiple Strategies Fund

                          STRONG SPECIAL FUND II, INC.

                      STRONG VARIABLE INSURANCE FUNDS, INC.
 Strong Discovery Fund II, Inc.          Strong International Stock Fund II
 
    TCI PORTFOLIOS, INC., AN AFFILIATE OF TWENTIETH CENTURY COMPANIES, INC.
   TCI Balanced                TCI Growth                   TCI International

      VAN ECK WORLDWIDE INSURANCE TRUST (FORMERLY VAN ECK INVESTMENT TRUST)
               Worldwide Bond Fund (Formerly Global Bond Fund)
                       Gold and Natural Resources Fund

                VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
                           Real Estate Securities Fund

                              WARBURG PINCUS TRUST
International Equity Portfolio                   Small Company Growth Portfolio

*The High Income Portfolio may invest in lower quality debt securities commonly
referred to as junk bonds.

   
       This prospectus provides you with the basic information you should know
about the Individual Modified Single Premium Deferred Variable Annuity Contracts
issued by the Nationwide Variable Account-II before investing. You should read
it and keep it for future reference. A Statement of Additional Information dated
August 1, 1996 containing further information about the Contracts and the
Nationwide Variable Account-II has been filed with the Securities and Exchange
Commission. You can obtain a copy without charge from Nationwide Life Insurance
Company by calling 1-800-848-6331, or writing P.O. Box 16609, Columbus, Ohio
43216-6609.
    


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<PAGE>   4
   
Purchase Payments not allocated to the Variable Account may be allocated to
either the Fixed Account (see Appendix A on page 43) or to Guaranteed Term
Options. Guaranteed Term Options are available under the Contracts described in
this prospectus and provide for the crediting of a guaranteed interest rate over
a selected period (three, five, seven or ten years), so long as no Distributions
occur prior to the end of the period. Prospectuses for the Guaranteed Term
Options, as well as each of the underlying Mutual Fund options identified above,
can be obtained without charge by calling 1-800-848-6331, TDD 1-800-238-3035, or
by writing to P.O. Box 16609, Columbus, Ohio, 43216-6609. PLEASE NOTE THAT
GUARANTEED TERM OPTIONS MAY NOT BE AVAILABLE IN EVERY STATE JURISDICTION.
    

INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE NOT
GUARANTEED OR ENDORSED BY, THE ADVISER OF ANY OF THE UNDERLYING MUTUAL FUNDS
IDENTIFIED ABOVE, THE U.S. GOVERNMENT, OR ANY BANK OR BANK AFFILIATE.
INVESTMENTS ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY.

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

   
THE STATEMENT OF ADDITIONAL INFORMATION, DATED AUGUST 1, 1996, IS INCORPORATED
HEREIN BY REFERENCE. THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL
INFORMATION APPEARS ON PAGE 42 OF THE PROSPECTUS.

                 THE DATE OF THIS PROSPECTUS IS AUGUST 1, 1996.

    
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<PAGE>   5


                            GLOSSARY OF SPECIAL TERMS

ACCUMULATION UNIT- An accounting unit of measure used to calculate the Variable
Account Contract Value prior to the Annuitization Date.

ANNUITANT- The person designated to receive annuity payments and upon whose
continuation of life any annuity payments involving life contingencies depends.
This person must be age 85 or younger at the time of Contract issuance unless
the Company has approved a request for an Annuitant of greater age. The
Annuitant may be changed prior to the Annuitization Date with the consent of the
Company.

ANNUITIZATION- The period during which annuity payments are actually received.

ANNUITIZATION DATE- The date on which annuity payments actually commence.

ANNUITY COMMENCEMENT DATE- The date on which annuity payments are scheduled to
commence. The Annuity Commencement Date is shown on the Data Page of the
Contract, and is subject to change by the Owner.

ANNUITY PAYMENT OPTION- The chosen form of annuity payments. Several options are
available under the Contract.

ANNUITY UNIT- An accounting unit of measure used to calculate the value of
Variable Annuity payments.

BENEFICIARY- The Beneficiary is the person designated to receive certain
benefits under the Contract upon the death of the Designated Annuitant prior to
the Annuitization Date. The Beneficiary can be changed by the Contract Owner as
set forth in the Contract.

CODE- The Internal Revenue Code of 1986, as amended.

COMPANY- Nationwide Life Insurance Company.

CONTINGENT BENEFICIARY- The Contingent Beneficiary is the person designated to
be the Beneficiary if the named Beneficiary is not living at the time of the
death of the Designated Annuitant.

CONTINGENT DESIGNATED ANNUITANT- The Contingent Designated Annuitant may be the
recipient of certain rights or benefits under this Contract when the Designated
Annuitant dies before the Annuitization Date. If a Contingent Designated
Annuitant is named on the application, all provisions of the Contract which are
based on the death of the Designated Annuitant will be based on the death of the
last survivor of the Designated Annuitant and the Contingent Designated
Annuitant. A Contingent Designated Annuitant may not be named for Contracts
issued as IRAs or Tax Sheltered Annuities.

CONTINGENT OWNER- A Contingent Owner succeeds to the rights of the Contract
Owner upon the Contract Owner's death before Annuitization. For Contracts issued
in the State of New York, references throughout this prospectus to "Contingent
Owner" shall mean "Owner's Beneficiary." A Contingent Owner may not be named for
Contracts issued as IRAs or Tax Sheltered Annuities.

CONTRACT- The Individual Modified Single Premium Deferred Variable Annuity
Contract described in this prospectus.

CONTRACT ANNIVERSARY- An anniversary of the Date of Issue of the Contract.

CONTRACT OWNER (OWNER)- The Contract Owner is the person who possesses all
rights under the Contract, including the right to designate and change any
designations of the Owner, Contingent Owner, Designated Annuitant, Contingent
Designated Annuitant, Beneficiary, Contingent Beneficiary, Annuity Payment
Option, and the Annuity Commencement Date.

   
CONTRACT VALUE- The sum of the value of all Variable Account Accumulation Units
attributable to the Contract, plus any amount held under the Contract in the
Fixed Account, plus any amount held under Guaranteed Term Options which may be
subject to a Market Value Adjustment.
    

CONTRACT YEAR- Each year the Contract remains in force commencing with the Date
of Issue.

DATE OF ISSUE- The date shown as the Date of Issue on the Data Page of the
Contract.

DEATH BENEFIT- The benefit payable upon the death of the Designated Annuitant
(or the Contingent Designated Annuitant, if applicable). This benefit does not
apply upon the death of the Contract Owner when the Owner



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<PAGE>   6

and Designated Annuitant are not the same person. If the Annuitant dies after
the Annuitization Date, any benefit that may be payable shall be as specified in
the Annuity Payment Option elected.

DESIGNATED ANNUITANT- The person designated prior to the Annuitization Date to
receive annuity payments. No change of Designated Annuitant may be made without
the prior consent of the Company.

DISTRIBUTION- Any payment of part or all of the Contract Value.

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

FIXED ACCOUNT- The Fixed Account is made up of all assets of the Company other
than those in the Variable Account or any other segregated asset account of the
Company.

FIXED ANNUITY- An annuity providing for payments which are guaranteed by the
Company as to dollar amount during Annuitization.

   
GUARANTEED TERM OPTION (GTOS)- GTOs are investment options offered under the
Contract which provide a guaranteed interest rate paid over certain maturity
durations (three, five, seven and ten years) so long as certain conditions are
met. Amounts allocated to a GTO may be subject to a Market Value Adjustment if
distributed for any reason prior to the end of the selected term, resulting in
an upward or downward adjustment in the Distribution proceeds. GTOs are not part
of the Variable Account (or the Fixed Account) and are not subject to Variable
Account charges but may be subject to contingent deferred sales charges if
otherwise applicable. GTOs are not available during the Annuitization phase of
the Contracts and may not be available in every state jurisdiction. The minimum
amount which may be allocated to a GTO is $1,000.
    

HOME OFFICE- The main office of the Company located in Columbus, Ohio.

INDIVIDUAL RETIREMENT ANNUITY (IRA)- An annuity which qualifies for favorable
tax treatment under Section 408 of the Code.

   
INTEREST RATE GUARANTEE PERIOD- An Interest Rate Guarantee Period is the
interval of time during which an interest rate credited to the Fixed Account is
guaranteed to remain the same. For new Purchase Payments allocated to the Fixed
Account or transfers from the Variable Account, this period begins upon the date
of deposit or transfer and ends at the end of the calendar quarter at least one
year (but not more than 15 months) from deposit or transfer. At the end of an
Interest Rate Guarantee Period, a new interest rate is declared with an Interest
Rate Guarantee Period starting at the end of the prior period and ending at the
end of the calendar quarter one year later. The Interest Rate Guarantee Period
does not in any way refer to interest rate crediting practices employed by the
Company with respect to Guaranteed Term Options.
    

JOINT OWNER- The Joint Owner, if any, possesses an undivided interest in the
entire Contract in conjunction with the Owner. IF A JOINT OWNER IS NAMED,
REFERENCES TO "CONTRACT OWNER" OR "OWNER" IN THIS PROSPECTUS WILL APPLY TO BOTH
THE OWNER AND JOINT OWNER. JOINT OWNERS MUST BE SPOUSES AT THE TIME JOINT
OWNERSHIP IS REQUESTED.

   
MARKET VALUE ADJUSTMENT (MVA)- An MVA is the upward or downward adjustment in
value of amounts allocated to a GTO, which prior to maturity are: 1) distributed
pursuant to a surrender; 2) reallocated to another investment option available
under the Contract; 3) distributed pursuant to the death of the Owner or
Annuitant; or 4) distributed for any other reason.
    

MUTUAL FUND (FUND)- A registered management investment company in which the
assets of the Sub-Accounts of the Variable Account will be invested.

NON-QUALIFIED CONTRACT- A Contract which does not qualify for favorable tax
treatment under the provisions of Sections 401 or 403(a) (Qualified Plans), 408
(IRAs) or 403(b) (Tax-Sheltered Annuities) of the Code.

PURCHASE PAYMENT- A deposit of new value into the Contract. The term "Purchase
Payment" does not include transfers between the Variable Account and Fixed
Account, or among the Sub-Accounts or Guaranteed Term Options.

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

SUB-ACCOUNTS- Separate and distinct divisions of the Variable Account, to which
specific underlying Mutual Fund shares are allocated and for which Accumulation
Units and Annuity Units are separately maintained.

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


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<PAGE>   7

VALUATION DATE- Each day the New York Stock Exchange and the Company's Home
Office are open for business or any other day during which there is a sufficient
degree of trading of the Variable Account's underlying Mutual Fund shares that
the current net asset value of its Accumulation Units might be materially
affected.

VALUATION PERIOD- The period of time commencing at the close of business of the
New York Stock Exchange and ending at the close of business for the next
succeeding Valuation Date.

VARIABLE ACCOUNT- The Nationwide Variable Account-II, a separate investment
account of the Company into which Variable Account Purchase Payments are
allocated. The Variable Account is divided into Sub-Accounts, each of which
invests in the shares of a separate underlying Mutual Fund.

VARIABLE ANNUITY- An annuity providing for payments which are not predetermined
or guaranteed as to dollar amount and which vary in amount with the investment
experience of the Variable Account.



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<PAGE>   8




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                                                  <C>
GLOSSARY OF SPECIAL TERMS.............................................................................................3
SUMMARY OF CONTRACT EXPENSES..........................................................................................8
UNDERLYING MUTUAL FUND ANNUAL EXPENSES................................................................................9
SYNOPSIS.............................................................................................................12
CONDENSED FINANCIAL INFORMATION......................................................................................13
NATIONWIDE LIFE INSURANCE COMPANY....................................................................................17
THE VARIABLE ACCOUNT.................................................................................................17
         Underlying Mutual Fund Options..............................................................................17
         Voting Rights...............................................................................................17
   
GUARANTEED TERM OPTION ALLOCATIONS...................................................................................18
    
VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS, AND OTHER DEDUCTIONS....................................................18
         Mortality Risk Charge.......................................................................................19
         Expense Risk Charge.........................................................................................19
         Contingent Deferred Sales Charge............................................................................19
         Elimination of Contingent Deferred Sales Charge.............................................................20
         Administration Charge.......................................................................................20
         Premium Taxes...............................................................................................20
         Expenses of Variable Account................................................................................21
         Investments of the Variable Account.........................................................................21
         Right to Revoke.............................................................................................21
         Transfers...................................................................................................21
         Assignment..................................................................................................22
         Loan Privilege..............................................................................................22
         Ownership Provisions........................................................................................24
         Contingent Owner and Beneficiary Provisions.................................................................24
         Substitution of Securities..................................................................................25
         Contract Owner Inquiries....................................................................................25
ANNUITY PAYMENT PERIOD-VARIABLE ACCOUNT..............................................................................25
         Value of an Annuity Unit....................................................................................25
         Assumed Investment Rate.....................................................................................25
         Frequency and Amount of Annuity Payments....................................................................25
         Annuity Commencement Date...................................................................................26
         Change in Annuity Commencement Date.........................................................................26
         Change in Form of Annuity...................................................................................26
         Annuity Payment Options.....................................................................................26
         Death of Contract Owner.....................................................................................27
         Death of Designated Annuitant Prior to the Annuitization Date...............................................27
         Death of Annuitant After the Annuitization Date.............................................................28
         Required Distribution for Tax Sheltered Annuities...........................................................28
         Required Distributions for Individual Retirement Annuities..................................................28
         Generation-Skipping Transfers...............................................................................29
GENERAL INFORMATION..................................................................................................29
         Contract Owner Services.....................................................................................29
         Statements and Reports......................................................................................31
         Allocation of Purchase Payments and Contract Value..........................................................31
         Value of a Variable Account Accumulation Unit...............................................................32
         Net Investment Factor.......................................................................................32
         Valuation of Assets.........................................................................................32
         Determining the Contract Value..............................................................................33
         Surrender (Redemption)......................................................................................33
         Surrenders Under a Tax Sheltered Annuity Contract...........................................................33
         Taxes.......................................................................................................34
         Non-Qualified Contracts.....................................................................................34
         Individual Retirement Annuities.............................................................................36
         Diversification.............................................................................................36
         Charge for Tax Provisions...................................................................................37

</TABLE>






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<PAGE>   9

   
<TABLE>
<CAPTION>

<S>                                                                                                              <C>
         Individual Retirement Annuities, Individual Retirement Accounts and Tax Sheltered
         Annuities...................................................................................................37
         Advertising.................................................................................................37
LEGAL PROCEEDINGS....................................................................................................42
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.............................................................42
APPENDIX A...........................................................................................................43
APPENDIX B...........................................................................................................45
</TABLE>
    



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<PAGE>   10





                          SUMMARY OF CONTRACT EXPENSES

     CONTRACT OWNER TRANSACTION EXPENSES
     Maximum Contingent Deferred Sales Charge(1)...................      7   %

<TABLE>
<CAPTION>

                           RANGE OF CONTINGENT DEFERRED SALES CHARGE OVER TIME

           Number of Completed Years from                       Contingent Deferred Sales Load
              Date of Purchase Payment                                    Percentage
<S>                      <C>                                                  <C>
                         0                                                    7%
                         1                                                    6%
                         2                                                    5%
                         3                                                    4%
                         4                                                    3%
                         5                                                    2%
                         6                                                    1%
                         7                                                    0%
</TABLE>

VARIABLE ACCOUNT ANNUAL EXPENSES(2)

       Mortality and Expense Risk Charges.........................    1.25    %
       Administration Charge......................................    0.15    %
       Total Variable Account Annual Expenses.....................    1.40    %

1    Each Contract Year, the Contract Owner may withdraw without a Contingent
     Deferred Sales Charge (CDSC) an amount equal to 10% of the total sum of all
     Purchase Payments made to the Contract at the time of withdrawal. In
     addition, any amount withdrawn in order for the Contract to meet minimum
     Distribution requirements under the Code shall be free of CDSC. Withdrawals
     may be restricted for Contracts issued pursuant to the terms of a Tax
     Sheltered Annuity. This CDSC-free withdrawal privilege is non-cumulative,
     that is, 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").

   
2    The Variable Account charges set forth apply exclusively to allocations
     made to the Sub-Account(s) of the Variable Account. Such charges do not
     apply to, and will not be assessed against, allocations made to the Fixed
     Account or Guaranteed Term Option(s).
    




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<PAGE>   11
<TABLE>
<CAPTION>
UNDERLYING MUTUAL FUND ANNUAL EXPENSES3 (AS A PERCENTAGE OF UNDERLYING MUTUAL 
FUND NET ASSETS)

                                                   Management                               Total Mutual
                                                      Fees            Other Expenses       Fund Expenses
<S>                                                   <C>                  <C>                  <C>
Dreyfus Stock Index Fund                              0.27%                0.12%                0.39%

The Dreyfus Socially Responsible Growth Fund, Inc.    0.69%                0.58%                1.27%

Fidelity VIP Fund-Equity Income Portfolio             0.51%                0.10%                0.61%

Fidelity VIP Fund-Growth Portfolio                    0.61%                0.09%                0.70%

Fidelity VIP Fund-High Income Portfolio               0.60%                0.11%                0.71%

Fidelity VIP Fund-Overseas Portfolio                  0.76%                0.15%                0.91%

Fidelity VIP Fund II-Asset Manager Portfolio          0.71%                0.08%                0.79%

Fidelity VIP Fund II-Contrafund Portfolio             0.61%                0.11%                0.72%

NSAT-Capital Appreciation Fund                        0.50%                0.04%                0.54%

NSAT-Government Bond Fund                             0.50%                0.01%                0.51%

NSAT-Money Market Fund                                0.50%                0.02%                0.52%

NSAT-Small Company Fund                               1.00%                0.25%                1.25%

NSAT-Total Return Fund                                0.50%                0.01%                0.51%

Neuberger & Berman Advisers                           0.84%                0.10%                0.94%
Management Trust-Growth Portfolio

Neuberger & Berman Advisers                           0.65%                0.10%                0.75%
Management Trust-Limited Maturity Bond Portfolio

Neuberger & Berman Advisers                           0.85%                0.30%                1.15%
Management Trust-Partners Portfolio

Oppenheimer-Bond Fund                                 0.75%                0.05%                0.80%

Oppenheimer-Global Securities Fund                    0.74%                0.15%                0.89%

Oppenheimer-Multiple Strategies Fund                  0.74%                0.03%                0.77%

Strong Special Fund II, Inc.                          1.00%                0.20%                1.20%

Strong Variable Insurance Funds,                      1.00%                0.31%                1.31%
Inc.-Discovery Fund II, Inc.

Strong Variable Insurance Funds, Inc.-                1.00%                0.97%                1.97%
International Stock Fund II

TCI Portfolios, Inc.-TCI Balanced                     1.00%                0.00%                1.00%
                                        
TCI Portfolios, Inc.-TCI Growth                       1.00%                0.00%                1.00%
                                        
TCI Portfolios, Inc.-TCI International                1.50%                0.00%                1.50%

Van Eck Worldwide Insurance Trust-Gold and           0.79%                0.15%                0.94%
Natural Resources Fund

Van Eck Worldwide Insurance Trust-Worldwide           0.80%                0.16%                0.96%
Bond Fund

Van Kampen American Capital Life Investment           1.00%                1.90%                2.90%
Trust-Real Estate Securities Fund

Warburg Pincus Trust-International Equity             1.00%                0.44%                1.44%
Portfolio

Warburg Pincus Trust-Small Company Growth             0.90%                0.35%                1.25%
Portfolio
<FN>

3    The Mutual Fund expenses shown above are assessed at the underlying Mutual
     Fund level and are not direct charges against separate account assets or
     reductions from Contract Values. These underlying Mutual Fund expenses are
     taken into consideration in computing each underlying Mutual Fund's net
     asset value, which is the share price used to calculate the unit values of
     the Variable Account. The management fees and other expenses, some of which
     are subject to fee waivers or expense reimbursements, are more fully
     described in the prospectuses for each individual underlying Mutual Fund.
     The information relating to the underlying Mutual Fund expenses was
     provided by the underlying Mutual Fund and was not independently verified
     by the Company.
</TABLE>
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<PAGE>   12
                                     EXAMPLE

The following chart depicts the dollar amount of expenses that would be incurred
under this Contract assuming a $1000 investment and 5% annual return. These
dollar figures are illustrative only and should not be considered a
representation of past or future expenses. Actual expenses may be greater or
lesser than those shown below.
<TABLE>
<CAPTION>

                              If you surrender your      If you do not surrender      If you annuitize your
                                    Contract            your Contract at the end            Contract
                                at the end of the        of the applicable time         at the end of the
                                   applicable                    period                    applicable
                                   time period                                             time period

                           1 Yr. 3 Yrs. 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs  5 Yrs. 10 Yrs. 1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.

<S>                         <C>   <C>    <C>     <C>    <C>    <C>   <C>     <C>           <C>   <C>     <C>
Dreyfus Stock Index         82    103    127     217    19     58    100     217     *     58    100     217
Fund

The Dreyfus Socially        91    131    173     310    28     86    146     310     *     86    146     310
Responsible Growth Fund,
Inc.

Fidelity VIP Fund-Equity    84    110    139     241    21     65    112     241     *     65    112     241
Income Portfolio

Fidelity VIP Fund-Growth    85    113    144     250    22     68    117     250     *     68    117     250
Portfolio

Fidelity VIP Fund-          87    120    155     273    24     75    128     273     *     75    128     273
Overseas Portfolio

Fidelity VIP Fund-High      85    113    144     251    22     68    117     251     *     68    117     251
Income Portfolio

Fidelity VIP Fund           86    116    148     260    23     71    121     260     *     71    121     260
II-Asset Manager Portfolio

Fidelity VIP Fund II-       85    114    145     253    22     69    118     253     *     69    118     253
Contrafund Portfolio

NSAT-Capital Appreciation   83    108    135     233    20     63    108     233     *     63    108     233
Fund

NSAT-Government Bond Fund   83    107    133     230    20     62    106     230     *     62    106     230

NSAT-Money Market Fund      83    107    134     231    20     62    107     231     *     62    107     231

NSAT-Small Company Fund     91    130    172     308    28     85    145     308     *     85    145     308

NSAT-Total Return Fund      83    107    133     230    20     62    106     230     *     62    106     230

Neuberger & Berman          88    121    156     276    25     76    129     276     *     76    129     276
Advisers Management
Trust-Growth Portfolio

Neuberger & Berman          86    115    146     256    23     70    119     256     *     70    119     256
Advisers Management
Trust-Limited Maturity
Bond Portfolio

Neuberger & Berman          90    127    167     298    27     82    140     298     *     82    140     298
Advisers Management
Trust-Partners Portfolio

Oppenheimer-Bond Fund       86    116    149     261    23     71    122     261     *     71    122     261

Oppenheimer-Global          87    119    154     271    24     74    127     271     *     74    127     271
Securities Fund

Oppenheimer-Multiple        86    115    147     258    23     70    120     258     *     70    120     258
Strategies Fund

Strong Special Fund II,     90    129    170     303    27     84    143     303     *     84    143     303
Inc.

Strong Variable Insurance   91    132    176     314    28     87    149     314     *     87    149     314
Funds, Inc.-Discovery
Fund II, Inc.

Strong Variable Insurance   98    153    209     378    35    108    182     378     *    108    182     378
Funds, Inc.-International
Stock Fund, II

TCI Portfolios, Inc.-TCI    88    122    159     282    25     77    132     282     *     77    132     282
Balanced

TCI Portfolios, Inc.-TCI    88    122    159     282    25     77    132     282     *     77    132     282
Growth

TCI Portfolios, Inc.-TCI    93    138    185     333    30     93    158     333     *     93    158     333
International

</TABLE>




                                       10

                                   12 of 126
<PAGE>   13



<TABLE>
<CAPTION>

                              If you surrender your      If you do not surrender      If you annuitize your
                                    Contract            your Contract at the end            Contract
                                at the end of the        of the applicable time         at the end of the
                                   applicable                    period                    applicable
                                   time period                                             time period
                           1 Yr. 3 Yrs. 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs  5 Yrs. 10 Yrs. 1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.

<S>                         <C>   <C>    <C>     <C>    <C>    <C>   <C>     <C>           <C>   <C>     <C>
Van Eck Worldwide           88    121    157     278    25     76    130     278     *     76    130     278
Insurance Trust-Gold and
Natural Resources Fund

Van Eck Worldwide           88    121    156     276    25     76    129     276     *     76    129     276
Insurance Trust-Worldwide
Bond Fund

Van Kampen American        108    181    255     461    45    136    228     461     *    136    228     461
Capital Life Investment
Trust-Real Estate
Securities Fund

Warburg Pincus              93    136    182     327    30     91    155     327     *     91    155     327
Trust-International
Equity Portfolio

Warburg Pincus              91    130    172     308    28     85    145     308     *     85    145     308
Trust-Small Company
Growth Portfolio

<FN>

*The Contracts sold under this prospectus do not permit annuitizations during
the first two Contract Years.

</TABLE>

       The purpose of the Summary of Contract Expenses and Example is to assist
the Contract Owner in understanding the various costs and expenses that will be
borne directly or indirectly when investing in the Contract. The expenses of the
Variable Account as well as those of the underlying Mutual Funds are reflected
in the Example. For more complete descriptions of the expenses of the Variable
Account, see "Variable Account Charges, Purchase Payments, and Other
Deductions." For more complete information regarding expenses paid out of the
assets of the underlying Mutual Funds, see the underlying Mutual Fund
prospectuses. Deductions for premium taxes may also apply but are not reflected
in the Example shown above (see "Premium Taxes").




                                       11

                                   13 of 126
<PAGE>   14


                                    SYNOPSIS

       There are three types of Contracts: (1) Non-Qualified Contracts, (2)
Individual Retirement Annuities purchased with contributions rolled over from
Qualified Plans, Tax Sheltered Annuities or IRAs, or (3) Tax Sheltered Annuities
with contributions rolled over or transferred from another Tax Sheltered Annuity
or Custodial Account.

       The Company does not deduct a sales charge from Purchase Payments made
for these Contracts. However, if any part of the Contract Value of such
Contracts is surrendered, the Company will, with certain exceptions, deduct from
the Contract Owner's Contract Value a Contingent Deferred Sales Charge not to
exceed 7% of the lesser of the total of all Purchase Payments made within 84
months prior to the date of the request to surrender, or the amount surrendered.
This charge, when applicable, is imposed to permit the Company to recover sales
expenses which have been advanced by the Company (see "Contingent Deferred Sales
Charge").

       The Company will also assess an Administration Charge equal to an annual
rate of 0.15% of the daily net asset value of the Variable Account. This charge
is to reimburse the Company for administrative expenses related to the issue and
maintenance of the Contracts. The Company does not expect to recover from this
charge an amount in excess of accumulated administrative expenses (see
"Administration Charge").

       The Company deducts a Mortality Risk Charge equal to an annual rate of
0.80% of the daily net asset value of the Variable Account for mortality risk
assumed by the Company (see "Mortality Risk Charge").

       The Company deducts an Expense Risk Charge equal to an annual rate of
0.45% of the daily net asset value of the Variable Account as compensation for
the Company's risk in undertaking not to increase administrative charges on the
Contracts regardless of the actual administrative costs (see "Expense Risk
Charge").

       The initial Purchase Payment must be at least $15,000 and subsequent
Purchase Payments, if any, must be at least $1,000. Subsequent Purchase Payments
are not permitted for Contracts purchased in the states of New York, Oregon, and
Washington. The cumulative total of all Purchase Payments under Contracts issued
on the life of any one Designated Annuitant may not exceed $1,000,000 without
the prior consent of the Company (see "Allocation of Purchase Payments and
Contract Value").

       If the Contract Value at the Annuitization Date is less than $5000, the
Contract Value may be distributed in one lump sum in lieu of annuity payments.
If any annuity payment would be less than $50, the Company shall have the right
to change the frequency of payments to such intervals as will result in payments
of at least $50. In no event, however, will annuity payments be made less
frequently than annually (see "Frequency and Amount of Annuity Payments").

       Premium taxes payable to any governmental entity will be charged against
the Contracts. If any such premium taxes are payable by the Company at the time
Purchase Payments are made, an equal premium tax deduction may be made from the
Contract prior to the allocation of any Purchase Payment to any underlying
Mutual Fund option (see "Premium Taxes").

       To be sure that the Contract Owner is satisfied with the Contract, the
Contract Owner has a ten day free look. Within ten days of the day the Contract
is received, it may be returned to the Home Office of the Company, at the
address shown on page 1 of this prospectus. When the Contract is received by the
Company, the Company will void the Contract and refund the Contract Value in
full unless otherwise required by state and/or federal law. All Individual
Retirement Annuity refunds will be return of Purchase Payments (see "Right to
Revoke").




                                       12

                                   14 of 126
<PAGE>   15


CONDENSED FINANCIAL INFORMATION

Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period.
<TABLE>
<CAPTION>
                                                                           
                                                                          NUMBER OF UNITS             
         FUND           BEGINNING UNIT       ENDING UNIT   PERCENT CHANGE  AT THE END OF              
                            VALUE               VALUE      IN UNIT VALUE    THE PERIOD         YEAR 
                                                                           
<S>                       <C>               <C>               <C>           <C>                <C> 
Dreyfus Stock Index        10.046079          13.549203       34.87%        1,651,153          1995
Fund-Q                     10.099271          10.046079       -0.53%          142,221          1994
                           10.000000          10.099271        0.99%                0          1993

Dreyfus Stock Index        10.046079          13.549203       34.87%        2,487,342          1995
Fund-NQ                    10.099271          10.046079       -0.53%          276,005          1994
                           10.000000          10.099271        0.99%                0          1993

The Dreyfus Socially       10.146464          13.462638       32.68%          195,462          1995
Responsible Growth         10.138790          10.146464        0.08%           56,245          1994
Fund, Inc.-Q               10.000000          10.138790        1.39%                0          1993

The Dreyfus Socially       10.146464          13.462638       32.68%          331,788          1995
Responsible Growth         10.138790          10.146464        0.08%          106,285          1994
Fund, Inc.-NQ              10.000000          10.138790        1.39%                0          1993

Fidelity VIP Fund-         10.536141          11.394419        8.15%        3,053,190          1995
Overseas Portfolio-Q       10.504149          10.536141        0.30%        1,746,850          1994
                           10.000000          10.504149        5.04%                0          1993

Fidelity VIP Fund-         10.536141          11.394419        8.15%        4,289,622          1995
Overseas Portfolio-NQ      10.504149          10.536141        0.30%        2,782,899          1994
                           10.000000          10.504149        5.04%                0          1993

Fidelity VIP Fund-High      9.844496          11.707151       18.92%        4,074,649          1995
Income Portfolio-Q         10.140663           9.844496       -2.92%        1,188,719          1994
                           10.000000          10.140663        1.41%                0          1993

Fidelity VIP Fund-High      9.844496          11.707151       18.92%        5,647,831          1995
Income Portfolio-NQ        10.140663           9.844496       -2.92%        1,667,761          1994
                           10.000000          10.140663        1.41%                0          1993

Fidelity VIP Fund-         10.760332          14.333670       33.21%        8,772,439          1995
Equity-Income              10.192462          10.760332        5.57%        2,320,419          1994
Portfolio-Q                10.000000          10.192462        1.92%                0          1993

Fidelity VIP Fund-         10.760332          14.333670       33.21%       12,709,387          1995
Equity-Income              10.192462          10.760332        5.57%        3,315,450          1994
Portfolio-NQ               10.000000          10.192462        1.92%                0          1993

Fidelity VIP Fund-         10.082986          13.458405       33.48%        6,525,239          1995
Growth Portfolio-Q         10.227729          10.082986       -1.42%        2,012,595          1994
                           10.000000          10.227729        2.28%                0          1993

Fidelity VIP Fund-         10.082986          13.458405       33.48%       10,395,158          1995
Growth Portfolio-NQ        10.227729          10.082986       -1.42%        3,322,957          1994
                           10.000000          10.227729        2.28%                0          1993

Fidelity VIP Fund II-       9.571852          11.038610       15.32%        5,437,140          1995
Asset Manager              10.337032           9.571852       -7.40%        3,610,795          1994
Portfolio-Q                10.000000          10.337032        3.37%                0          1993

Fidelity VIP Fund II-       9.571852          11.038610       15.32%        7,152,807          1995
Asset Manager              10.337032           9.571852       -7.40%        5,121,023          1994
Portfolio-NQ               10.000000          10.337032        3.37%                0          1993

Fidelity VIP Fund II-      10.000000          11.065996       10.66%        1,651,204          1995
Contrafund Portfolio-Q

Fidelity VIP Fund II-      10.000000          11.065996       10.66%        2,730,876          1995
Contrafund
Portfolio-NQ

</TABLE>



                                       13

                                   15 of 126

<PAGE>   16



CONDENSED FINANCIAL INFORMATION, CONTINUED

Accumulation Unit Value for an Accumulation Unit outstanding throughout the
period.
<TABLE>
<CAPTION>

                                                                            
                                                                            NUMBER OF UNITS              
          FUND             BEGINNING UNIT    ENDING UNIT    PERCENT CHANGE   AT THE END OF               
                               VALUE            VALUE        IN UNIT VALUE     THE PERIOD        YEAR 

<S>                          <C>              <C>               <C>             <C>                 <C> 
NSAT-                        10.044095          12.811228       27.55%          217,088          1995
Capital Appreciation         10.278752          10.044095       -2.28%          147,498          1994
Fund-Q                       10.000000          10.278752        2.79%                0          1993

NSAT-                        10.044095          12.811228       27.55%          324,265          1995
Capital Appreciation         10.278752          10.044095       -2.28%          182,857          1994
Fund-NQ                      10.000000          10.278752        2.79%                0          1993

NSAT-Government               9.562079          11.196001       17.09%        1,375,356          1995
Bond Fund-Q                  10.021251           9.562079       -4.58%          592,092          1994
                             10.000000          10.021251        0.21%                0          1993

NSAT-Government               9.562079          11.196001       17.09%        1,845,640          1995
Bond Fund-NQ                 10.021251           9.562079       -4.58%          794,271          1994
                             10.000000          10.021251        0.21%                0          1993

NSAT-                        10.254838          10.683538        4.18%        7,418,948          1995
Money Market Fund-           10.011385          10.254838        2.43%        3,886,019          1994
Q*                           10.000000          10.011385        0.11%                0          1993

NSAT-                        10.254838          10.683538        4.18%       11,573,455          1995
Money Market Fund-           10.011385          10.254838        2.43%        7,565,949          1994
NQ*                          10.000000          10.011385        0.11%                0          1993

NSAT-Small Company           10.000000          11.408018       14.08%           61,355          1995
Fund-Q

NSAT-Small Company           10.000000          11.408018       14.08%          274,709          1995
Fund-NQ

NSAT-Total                   10.057257          12.801951       27.29%        1,799,440          1995
Return Fund-Q                10.091256          10.057257       -0.34%          441,098          1994
                             10.000000          10.091256        0.91%                0          1993

NSAT-Total                   10.057257          12.801951       27.29%        2,431,303          1995
Return Fund-NQ               10.091256          10.057257       -0.34%          657,733          1994
                             10.000000          10.091256        0.91%                0          1993

Neuberger & Berman            9.458916          12.286164       29.89%        1,628,798          1995
Advisers Management          10.096549           9.458916       -6.32%          264,982          1994
Trust-Growth Portfolio-Q     10.000000          10.096549        0.97%                0          1993

Neuberger & Berman            9.458916          12.286164       29.89%        2,653,678          1995
Advisers Management          10.096549           9.458916       -6.32%          616,908          1994
Trust-Growth Portfolio-NQ    10.000000          10.096549        0.97%                0          1993

Neuberger & Berman            9.860649          10.786223        9.39%        2,080,555          1995
Advisers Management          10.015749           9.860649       -1.55%        1,228,030          1994
Trust-Limited Maturity       10.000000          10.015749        0.16%                0          1993
Bond Portfolio-Q

Neuberger & Berman            9.860649          10.786223        9.39%        3,264,440          1995
Advisers Management          10.015749           9.860649       -1.55%        1,355,362          1994
Trust-Limited Maturity       10.000000          10.015749        0.16%                0          1993
Bond Portfolio-NQ

Neuberger & Berman           10.013591          13.474969       34.57%        1,257,295          1995
Advisers Management          10.000000          10.013591        0.14%           33,992          1994
Trust-Partners
Portfolio-Q

Neuberger & Berman           10.013591          13.474969       34.57%        1,579,425          1995
Advisers Management          10.000000          10.013591        0.14%           89,689          1994
Trust-Partners
Portfolio-NQ

<FN>

*The 7-day yield on the Money Market Fund as of December 30, 1995 was 3.68%.
</TABLE>




                                       14

                                   16 of 126
<PAGE>   17



CONDENSED FINANCIAL INFORMATION, CONTINUED

Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period.
<TABLE>
<CAPTION>

                                                                           
                                                                                   NUMBER OF UNITS         
        FUND                       BEGINNING UNIT     ENDING UNIT   PERCENT CHANGE  AT THE END OF          
                                       VALUE             VALUE      IN UNIT VALUE   THE PERIOD       YEAR  

<S>                                  <C>              <C>                 <C>       <C>              <C>   
Oppenheimer Variable                 10.394970        10.479380           0.81%     2,901,407        1995  
Account Funds-Global                 11.182167        10.394970          -7.04%     1,500,105        1994  
Securities Fund-Q                    10.000000        11.182167          11.82%             0        1993  
                                                                                                           
Oppenheimer Variable                 10.394970        10.479380           0.81%     3,528,736        1995  
Account Funds-Global                 11.182167        10.394970          -7.04%     2,319,507        1994  
Securities Fund-NQ                   10.000000        11.182167          11.82%             0        1993  
                                                                                                           
Oppenheimer Variable                  9.830640        11.763879          19.67%     1,296,727        1995  
Account Funds-                       10.167774         9.830640          -3.32%       567,718        1994  
Multiple                             10.000000        10.167774           1.68%             0        1993  
Strategies Fund-Q                                                                                          
                                                                                                           
Oppenheimer Variable                  9.830640        11.763879          19.67%     1,911,329        1995  
Account Funds-                       10.167774         9.830640          -3.32%       737,041        1994  
Multiple                             10.000000        10.167774           1.68%             0        1993  
Strategies Fund-NQ                                                                                         
                                                                                                           
Oppenheimer Variable                  9.733460        11.228877          15.36%     1,725,638        1995  
Account Funds-Bond                   10.066342         9.733460          -3.31        438,846        1994  
Fund-Q                               10.000000        10.066342           0.66%             0        1993  
                                                                                                           
Oppenheimer Variable                  9.733460        11.228877          15.36%     2,135,137        1995  
Account Funds Bond                   10.066342         9.733460          -3.31%       538,413        1994  
Fund-NQ                              10.000000        10.066342           0.66%             0        1993  
                                                                                                           
Strong Variable                      10.071698        13.432714          33.37%     1,701,819        1995  
Insurance Funds,                     10.796000        10.071698          -6.71%       521,530        1994  
Inc.-Discovery Fund II-Q             10.000000        10.796000           7.96%             0        1993  
                                                                                                           
Strong Variable                      10.071698        13.432714          33.37%     2,670,161        1995  
Insurance Funds,                     10.796000        10.071698          -6.71%       904,088        1994  
Inc.-Discovery Fund II-NQ            10.000000        10.796000           7.96%             0        1993  
                                                                                                           
Strong Variable                      10.000000        10.224570           2.25%        25,615        1995  
Insurance Funds,                                                                                           
Inc.-International 
Stock Fund II-Q                                                                                                  
                                                                                                           
Strong Variable                      10.000000        10.224570           2.25%        53,080        1995  
Insurance Funds,                                                                                           
Inc.-International 
Stock Fund II-NQ                                                                                                 
                                                                                                           
Strong Special Fund                  10.710138        13.287288          24.06%     3,116,534        1995  
II, Inc.-Q                          10.484543        10.710138           2.15%     1,448,992        1994  
                                     10.000000        10.484543           4.85%             0        1993  
                                                                                                           
Strong Special Fund                  10.710138        13.287288          24.06%     4,296,074        1995  
II, Inc.-NQ                          10.484543        10.710138           2.15%     2,121,641        1994  
                                     10.000000        10.484543           4.85%             0        1993  


</TABLE>




                                       15

                                   17 of 126

<PAGE>   18





CONDENSED FINANCIAL INFORMATION, CONTINUED

Accumulation Unit Values for an Accumulation Unit outstanding throughout the
period.
<TABLE>
<CAPTION>
                                                                           
                                                                          NUMBER OF UNITS            
         FUND           BEGINNING UNIT        ENDING UNIT  PERCENT CHANGE  AT THE END OF             
                            VALUE                VALUE     IN UNIT VALUE     THE PERIOD        YEAR
<S>                        <C>              <C>                <C>           <C>              <C> 
TCI Portfolios, Inc.-        9.975959          11.914266       19.43%         602,257          1995
TCI Balanced-Q              10.055760           9.975959       -0.79%         190,646          1994
                            10.000000          10.055760        0.56%               0          1993

TCI Portfolios, Inc.-        9.975959          11.914266       19.43%         989,420          1995
TCI Balanced-NQ             10.055760           9.975959       -0.79%         353,974          1994
                            10.000000          10.055760        0.56%               0          1993

TCI Portfolios, Inc.-        9.896469          12.792935       29.27%       1,787,046          1995
TCI Growth-Q                10.155359           9.896469       -2.55%         581,271          1994
                            10.000000          10.155359        1.55%               0          1993

TCI Portfolios, Inc.-        9.896469          12.792935       29.27%       2,955,898          1995
TCI Growth-NQ               10.155359           9.896469       -2.55%         984,162          1994
                            10.000000          10.155359        1.55%               0          1993

TCI Portfolios, Inc.-        9.388381          10.387676       10.64%         647,594          1995
TCI International-Q         10.000000           9.388381       -6.12%          93,487          1994

TCI Portfolios, Inc.-        9.388381          10.387676       10.64%       1,011,780          1995
TCI International-NQ        10.000000           9.388381       -6.12%         227,593          1994

Van Eck Worldwide            9.919400          11.473340       15.67%         688,208          1995
Insurance Trust -           10.194477           9.919400       -2.70%         237,637          1994
Worldwide Bond              10.000000          10.194477        1.94%               0          1993
Fund-Q

Van Eck Worldwide            9.919400          11.473340       15.67%         986,151          1995
Insurance Trust-            10.194477           9.919400       -2.70%         473,752          1994
Worldwide Bond              10.000000          10.194477        1.94%               0          1993
Fund-NQ

Van Eck Worldwide           10.464922          11.453100        9.44%         720,611          1995
Insurance Trust-            11.147499          10.464922       -6.12%         416,949          1994
Gold and Natural            10.000000          11.147499       11.47%               0          1993
Resources Fund-Q

Van Eck Worldwide           10.464922          11.453100        9.44%       1,314,047          1995
Insurance Trust-            11.147499          10.464922       -6.12%         771,280          1994
Gold and Natural            10.000000          11.147499       11.47%               0          1993
Resources Fund-NQ

Van Kampen American         10.000000          10.759998        7.60%          69,755          1995
Capital Life
Investment
Trust-Real Estate
Securities Fund-Q

Van Kampen American         10.000000          10.759998        7.60%         131,252          1995
Capital Life
Investment
Trust-Real Estate
Securities Fund-NQ

Warburg Pincus Trust-       10.000000          10.655759        6.56%         707,567          1995
International Equity
Portfolio-Q

Warburg Pincus Trust-       10.000000          10.655759        6.56%       1,351,263          1995
International Equity
Portfolio-NQ

Warburg Pincus Trust-       10.000000          12.423899       24.24%         972,182          1995
Small Company Growth
Portfolio-Q

Warburg Pincus Trust-       10.000000          12.423899       24.24%       1,536,271          1995
Small Company Growth
Portfolio-NQ

</TABLE>



                                       16

                                   18 of 126
<PAGE>   19






                        NATIONWIDE LIFE INSURANCE COMPANY

       The Company is a stock life insurance company organized under the laws of
the State of Ohio in March 1929. The Company is a member of the Nationwide
Insurance Enterprise, with its Home Office at One Nationwide Plaza, Columbus,
Ohio 43216-6609. The Company offers a complete line of life insurance, including
annuities and accident and health insurance. It is admitted to do business in
the District of Columbia, Puerto Rico, and in all states.

                              THE VARIABLE ACCOUNT

       The Variable Account was established by the Company on October 7, 1981,
pursuant to the provisions of Ohio law. The Company has caused the Variable
Account to be registered with the Securities and Exchange Commission as a unit
investment trust pursuant to the provisions of the Investment Company Act of
1940. Such registration does not involve supervision of the management of the
Variable Account or the Company by the Securities and Exchange Commission.

       The Variable Account is a separate investment account of the Company and,
as such, is not chargeable with liabilities arising out of any other business
the Company may conduct. The Company does not guarantee the investment
performance of the Variable Account. Obligations under the Contracts, however,
are obligations of the Company. Income, gains and losses, whether or not
realized, from the assets of the Variable Account are, in accordance with the
Contracts, credited to or charged against the Variable Account without regard to
other income, gains, or losses of the Company.

       Purchase Payments are allocated within the Variable Account among one or
more Sub-Accounts made up of shares in the underlying Mutual Fund options
designated by the Contract Owner. A separate Sub-Account is established within
the Variable Account for each of the underlying Mutual Fund options that may be
designated by the Contract Owner.

UNDERLYING MUTUAL FUND OPTIONS

       Contract Owners may choose from among a number of different Sub-Account
options. (See Appendix B, "Participating Funds" which contains a summary of
investment objectives for each underlying Mutual Fund held in the Sub-Accounts.)
More detailed information may be found in the current prospectus for each
underlying Mutual Fund offered. Such a prospectus for the underlying Mutual Fund
option(s) being considered must accompany this prospectus and should be read in
conjunction herewith. A copy of each prospectus may be obtained without charge
from Nationwide Life Insurance Company by calling 1-800-848-6331, TDD
1-800-238-3035 or writing P.O. Box 16609, Columbus, Ohio 43216-6609.

       The underlying Mutual Fund options may also be available to registered
separate accounts offering variable annuity and variable life products of other
participating insurance companies, as well as to the Variable Account and other
separate accounts of the Company. Although the Company does not anticipate any
disadvantages to this, there is a possibility that a material conflict may arise
between the interest of the Variable Account and one or more of the other
separate accounts participating in the underlying Mutual Funds. A conflict may
occur due to a change in law affecting the operations of variable life and
variable annuity separate accounts, differences in the voting instructions of
the Contract Owners and those of other companies, or some other reason. In the
event of conflict, the Company will take any steps necessary to protect Contract
Owners and variable annuity payees, including withdrawal of the Variable Account
from participation in the underlying Mutual Fund of Mutual Funds which are
involved in the conflict.

VOTING RIGHTS

       Voting rights under the Contracts apply ONLY with respect to Purchase
Payments or accumulated amounts allocated to the Variable Account.

       In accordance with its view of present applicable law, the Company will
vote the shares of the underlying Mutual Funds held in the Variable Account at
regular and special meetings of the shareholders of the underlying Mutual Funds.
These shares will be voted in accordance with instructions received from
Contract Owners who have an interest in the Variable Account. If the Investment
Company Act of 1940 or any 




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regulation thereunder should be amended or if the present interpretation thereof
should change, and as a result the Company determines that it is permitted to
vote the shares of the underlying Mutual Funds in its own right, it may elect to
do so.

       The person having the voting interest under a Contract shall be the
Contract Owner. The number of underlying Mutual Fund shares attributable to each
Contract Owner is determined by dividing the Contract Owner's interest in each
respective Sub-Account of the Variable Account by the net asset value of the
underlying Mutual Fund corresponding to the Sub-Account.

       The number of shares which a person has the right to vote will be
determined as of the date to be chosen by the Company not more than 90 days
prior to the meeting of the underlying Mutual Fund. Voting instructions will be
solicited by written communication at least 21 days prior to such meeting.

       Underlying Mutual Fund shares held in the Variable Account as to which no
timely instructions are received will be voted by the Company in the same
proportion as the voting instructions which are received with respect to all
Contracts participating in the Variable Account.

       Each person having a voting interest will receive periodic reports
relating to the underlying Mutual Fund, proxy material and a form with which to
give such voting instructions.

   
                       GUARANTEED TERM OPTION ALLOCATIONS

       Guaranteed Term Options (GTOs) are separate investment options available
under the Contracts. A prospectus describing the GTOs must be read with this
prospectus in the same manner that prospectuses for underlying Mutual Fund
options must be read with this prospectus. A prospectus for the GTOs may be
obtained without charge by calling 1-800-848-6331, TDD 1-800-238-3035, or
writing P.O. Box 16609, Columbus, Ohio 43216-6609. GTOs MAY NOT BE AVAILABLE IN
EVERY STATE JURISDICTION.

       GTOs provide a guaranteed rate of interest over four different maturity
durations: three(3), five (5), seven (7) or ten (10) years. A guaranteed
interest rate, determined and declared by the Company for any maturity duration
selected, will be credited unless a Distribution from the GTO occurs for any
reason. If such a Distribution occurs, the proceeds will be subject to a Market
Value Adjustment, resulting in either an upward or downward adjustment in the
value of the distributed proceeds, depending on interest rate fluctuations. No
Market Value Adjustment shall be applied if GTO allocations are held to
maturity.

       The minimum amount of any allocation made to a GTO must be at least
$1,000.

       Generally, the Market Value Adjustment will reduce the value of
distributed proceeds when prevailing interest rates are higher than the GTO rate
in effect for the maturity duration elected. Conversely, when prevailing rates
are lower than the GTO rate in effect, Distribution proceeds will increase in
value. The effect of a Market Value Adjustment should be carefully considered
prior to an elected surrender of allocations to a GTO.

       GTOs are available only during the accumulation phase of a Contract and
are not available as investment options during the Annuitization phase of a
Contract. In addition, GTOs are not available for use in conjunction with
certain Contract Owner services (Dollar Cost Averaging and Asset Rebalancing).

        VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS, AND OTHER DEDUCTIONS

       All of the charges described in this section apply to Variable Account
(underlying Mutual Fund) allocations. Allocations to the Fixed Account or to the
GTOs are subject to Contingent Deferred Sales Charges and Premium Tax
deductions, if applicable, but are not subject to charges exclusive to the
Variable Account: the Mortality Risk Charge, the Expense Risk Charge and the
Administration Charge.

    




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MORTALITY RISK CHARGE

       The Company assumes a "mortality risk" by virtue of annuity rates
incorporated into the Contract which cannot be changed regardless of the death 
rates of persons receiving annuity payments or of the general population.

       For assuming this mortality risk, the Company 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 asset value of the Variable
Account. The Company expects to generate a profit through assessing this charge.

EXPENSE RISK CHARGE

       The Company will not increase charges for administration of the Contracts
regardless of its actual expenses. For assuming this expense risk, the Company
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% of the daily
net asset value of the Variable Account.  The Company expects to generate a 
profit through assessing this charge.

CONTINGENT DEFERRED SALES CHARGE

       No deduction for a sales charge is made from the Purchase Payments for
these Contracts. However, if any part of the Contract Value of such Contracts is
surrendered, the Company will, with certain exceptions, deduct a Contingent
Deferred Sales Charge not to exceed 7% of the lesser of the total of all
Purchase Payments made within 84 months prior to the date of the request to
surrender, or the amount surrendered. The Contingent Deferred Sales Charge, when
it is applicable, will be used to cover expenses relating to the sale of the
Contracts, including commissions paid to sales personnel, the costs of
preparation of sales literature and other promotional activity. The Company
attempts to recover its distribution costs relating to the sale of the Contracts
from the Contingent Deferred Sales Charge. Any shortfall will be made up from
the general account of the Company, which may indirectly include portions of the
Mortality and Expense Risk Charges, since the Company expects to generate a
profit from these charges. The maximum amount that may be paid to a selling
agent on the sale of these Contracts is 6.25% of Purchase Payments.

       The Contingent Deferred Sales Charge is calculated by multiplying the
applicable Contingent Deferred Sales Charge percentages noted below by the
Purchase Payments that are surrendered. For purposes of calculating the
Contingent Deferred Sales Charge, surrenders are considered to come first from
the oldest Purchase Payment made to the Contract, then the next oldest Purchase
Payment and so forth, with any earnings attributable to such Purchase Payments
considered only after all Purchase Payments made to the Contract have been
considered. For tax purposes, a surrender is usually treated as a withdrawal of
earnings first. This charge will apply in the amounts set forth below to
Purchase Payments within the time periods set forth.

     The Contingent Deferred Sales Charge applies to Purchase Payments as 
follows:
<TABLE>
<CAPTION>

    NUMBER OF COMPLETED          CONTINGENT DEFERRED         NUMBER OF COMPLETED         CONTINGENT DEFERRED
     YEARS FROM DATE OF             SALES CHARGE             YEARS FROM DATE OF             SALES CHARGE
      PURCHASE PAYMENT               PERCENTAGE               PURCHASE PAYMENT               PERCENTAGE
      ----------------               ----------               ----------------               ----------
<S>          <C>                         <C>                          <C>                     <C>
             0                           7%                           4                          3%
             1                           6%                           5                          2%
             2                           5%                           6                          1%
             3                           4%                           7                          0%
</TABLE>

       In any Contract Year, the Contract Owner may withdraw without a
Contingent Deferred Sales Charge (CDSC) an amount equal to 10% of the total sum
of all Purchase Payments made to the Contract at the time of withdrawal, less
amounts previously withdrawn in the same Contract Year under the same 10% free
withdrawal provision. In addition, any amount withdrawn in order to meet minimum
Distribution requirements under the Code shall be free of CDSC. This CDSC-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. The
Contract Owner may be subject to a tax penalty if the Contract Owner takes
withdrawals prior to age 59 1/2 (see "Non-Qualified Contracts").





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       In addition, no Contingent Deferred Sales Charge will be deducted: (1)
upon the Annuitization of Contracts which have been in force for at least two
years, (2) upon payment of a death benefit pursuant to the death of the
Designated Annuitant, or (3) from any values which have been held under a
Contract for at least 84 months. No Contingent Deferred Sales Charge applies
upon the transfer of value among the Sub-Accounts or between or among the
Guaranteed Term Options, the Fixed Account and the Variable Account.
    

       When a Contract is held by a Charitable Remainder Trust, the amount which
may be withdrawn from this Contract without application of a Contingent Deferred
Sales Charge, shall be the larger of (a) or (b), where (a) is:

       The amount which would otherwise be available for withdrawal without
       application of a Contingent Deferred Sales Charge;

and where (b) is:

       The difference between the total Purchase Payments made to the Contract
       as of the date of the withdrawal (reduced by previous withdrawals of such
       Purchase Payments), and the Contract Value at the close of the day prior
       to the date of the withdrawal.

ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE

       For 403(b) Tax Sheltered Annuity Contracts issued prior to February 20,
1996 or issued in state jurisdictions where insurance regulatory authorities
have not approved applicable Contract forms, the Contingent Deferred Sales
Charge will be waived when:

       A.     the Contract Owner experiences a case of hardship (as provided in
              Code Section 403(b) and as defined for purposes of Code Section
              401(k));

       B.     the Contract Owner becomes disabled (within the meaning of Code
              Section 72(m)(7));

       C.     the Contract Owner attains age 59 1/2 and has participated in the
              Contract for at least 5 years, as determined from the Contract
              Anniversary date;

       D.     the Contract Owner has participated in the Contract for at least
              15 years as determined from the Contract Anniversary date;

       E.     the Contract Owner dies; or

       F.     the Contract Owner annuitizes after 2 years in the Contract.

       For Non-Qualified Contracts and IRA Contracts, the Company will waive 
the Contingent Deferred Sales Charge when:

       A.     the Designated Annuitant dies; or

       B.     the Contract Owner annuitizes after 2 years in the Contract.

         When a Contract described in this prospectus is exchanged for another
Contract issued by the Company or any of its affiliated insurance companies, of
the type and class which the Company determined is eligible for such exchange,
the Company will waive the Contingent Deferred Sales Charge on the first
Contract. A Contingent Deferred Sales Charge may apply to the contract received
in the exchange.

ADMINISTRATION CHARGE

       The Company assesses an Administration Charge equal on an annual basis to
0.15% of the daily net asset value of the Variable Account. The Administration
Charge is designed only to reimburse the Company for administrative expenses
related to the issuance and maintenance of the Contract. The Company will
monitor this charge to ensure that it does not exceed annual administration
expenses.

PREMIUM TAXES

       The Company will charge against the Contract Value the amount of any
premium taxes levied by a state or any other governmental entity upon Purchase
Payments received by the Company. Premium taxes currently imposed by certain
jurisdictions range from 0% to 3.5%. This range is subject to change. The method
used to recoup premium tax expense will be determined by the Company at its sole
discretion and in compliance with applicable state law. The Company currently
deducts such charges from a Contract Owner's 




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Contract Value either: (1) at the time the Contract is surrendered, (2) at
Annuitization, or (3) at such earlier date as the Company may become subject to
such taxes.

EXPENSES OF VARIABLE ACCOUNT

       The Variable Account is responsible for the following types of expenses:
(1) administrative expenses relating to the issuance and maintenance of the
Contracts; (2) the mortality risk charges associated with guaranteeing the
annuity purchase rates at issue for the life of the Contracts; and (3) charges
associated with guaranteeing that the Mortality Risk, Expense Risk, Contract
Maintenance and Administration Charges described in this prospectus will not be
changed regardless of actual expenses. If these charges are insufficient to
cover these expenses, the loss will be borne by the Company.

       For 1995, the Variable Account incurred total expenses equal to 1.47% of
its average net assets, relating to the administrative, sales, mortality and
expense risk charges described above for all Contracts outstanding during that
year. Deductions from and expenses paid out of the assets of the underlying
Mutual Funds are described in each underlying Mutual Fund's prospectus.

INVESTMENTS OF THE VARIABLE ACCOUNT

       At the time of purchase each Contract Owner elects to have Purchase
Payments attributable to his or her participation in the Variable Account
allocated among one or more of the Sub-Accounts which consist of shares in the
underlying Mutual Funds. Shares of the respective underlying Mutual Funds
specified by the Contract Owner are purchased at net asset value for the
respective Sub-Account(s) and converted into Accumulation Units. At the time of
purchase, the Contract Owner designates the underlying Mutual Funds to which he
or she desires to have Purchase Payments allocated. The Contract Owner may
change the election as to allocation of Purchase Payments or may elect to
exchange amounts among the Sub-Account options pursuant to such terms and
conditions applicable to such transactions as may be imposed by each of the
underlying Mutual Funds, in addition to those set forth in the Contracts.

RIGHT TO REVOKE

       The Contract Owner may revoke the Contract at any time between the Date
of Issue and the date 10 days after receipt of the Contract and receive a refund
of the Contract Value unless otherwise required by state and/or federal law. All
Individual Retirement Annuity refunds will be a return of Purchase Payments. In
order to revoke the Contract, it must be mailed or delivered to the Home Office
of the Company at the mailing address shown on page 1 of this prospectus.
Mailing or delivery must occur on or before 10 days after receipt of the
Contract for revocation to be effective. In order to revoke the Contract, if it
has not been received, written notice must be mailed or delivered to the Home
Office of the Company at the mailing address shown on page 1 of this prospectus.

       The 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 the Company.

TRANSFERS

   
       The Company currently allows transfers to the Fixed Account of up to 100%
of the combined value of any GTO allocation and the Variable Account Contract
Value, without penalty (transfers from a Guaranteed Term Option prior to
maturity are, however, subject to a Market Value Adjustment). The Company
reserves the right to restrict transfers to the Fixed Account to 10% of the
combined value of any Guaranteed Term Option allocation and the Variable Account
Contract Value for any 12 month period. All amounts transferred to the Fixed
Account must remain on deposit in the Fixed Account until the expiration of the
Interest Rate Guarantee Period. Transfers from the Fixed Account may not be made
prior to the end of the then current Interest Rate Guarantee Period. The
Interest Rate Guarantee Period for any amount allocated to the Fixed Account
expires on the final day of a calendar quarter during which the one year
anniversary of the allocation of the Fixed Account occurs. Transfers must also
be made prior to the Annuitization Date. For all transfers involving the
Variable Account, the Contract Owner's value in each Sub-Account will be
determined as of the date the transfer request is received in the Home Office in
good order. The Company reserves the right to refuse transfers or Purchase
Payments into the Fixed Account if the Fixed Account is greater than or equal to
30% of the Contract Value.
    





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       The Contract Owner may at the maturity of an Interest Rate Guarantee
Period, transfer a portion of the value of the Fixed Account to the Variable
Account or to a Guaranteed Term Option. The amount that may be transferred from
the Fixed Account will be determined by the Company, at its sole discretion, but
will not be less than 10% of the total value of the portion of the Fixed Account
that is maturing. The amount that may be transferred from the Fixed Account will
be declared upon the expiration date of the then current Interest Rate Guarantee
Period. Transfers from the Fixed Account must be made within 45 days after the
expiration date of the Interest Rate Guarantee Period. Contract Owners who have
entered into a Dollar Cost Averaging agreement with the Company (see "Dollar
Cost Averaging") may transfer from the Fixed Account to the Variable Account
(but not to Guaranteed Term Options) under the terms of that agreement.

    
       Transfers may be made either in writing or, in states allowing such
transfers, by telephone. This telephone exchange privilege is made available to
Contract Owners automatically without the Owner's election. The Company will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. Such procedures may include any or all of the following,
or such other procedures as the Company may, from time to time, deem reasonable:
requesting identifying information, such as name, contract number, Social
Security Number, and/or personal identification number; tape recording all
telephone transactions, and providing written confirmation thereof to both the
Contract Owner and any agent of record, at the last address of record. The
Company will not be liable for following instructions communicated by telephone
which it reasonably believes to be genuine. Any losses incurred pursuant to
actions taken by the Company in reliance on telephone instructions reasonably
believed to be genuine shall be borne by the Contract Owner. The Company may
withdraw the telephone exchange privilege upon 30 days written notice to
Contract Owners.

ASSIGNMENT

       Where permitted, the Contract Owner may assign some or all of the rights
under the Contract at any time during the lifetime of the Designated Annuitant
prior to the Annuitization Date. Such assignment will take effect upon receipt
and recording by the Company at its Home Office of a written notice executed by
the Contract Owner. The Company assumes no responsibility for the validity or
tax consequences of any assignment. The Company shall not be liable as to any
payment or other settlement made by the Company before recording of the
assignment. Where necessary for the proper administration of the terms of the
Contract, an assignment will not be recorded until the Company has received
sufficient direction from the Contract Owner and assignee as to the proper
allocation of Contract rights under the assignment.

       Any portion of Contract Value which is pledged or assigned shall be
treated as a Distribution and shall be included in gross income to the extent
that the cash value exceeds the investment in the Contract for the taxable year
in which assigned or pledged. In addition, any Contract Values assigned may,
under certain conditions, be subject to a tax penalty equal to 10% of the amount
which is included in gross income. All rights in this Contract are personal to
the Contract Owner and may not be assigned without written consent of the
Company. Assignment of the entire Contract Value may cause the portion of the
Contract Value which exceeds the total investment in the Contract and previously
taxed amounts to be included in gross income for federal income tax purposes
each year that the assignment is in effect. Individual Retirement Annuities and
Tax Sheltered Annuities are not eligible for assignment.

LOAN PRIVILEGE

       Prior to the Annuitization Date, the Owner of a Tax Sheltered Annuity
Contract may receive a loan subject to the terms of the Contract, the Plan, and
the Code, which may impose restrictions on loans.

       Loans from Tax Sheltered Annuities are available beginning 30 days after
the Date of Issue. The Contract Owner may borrow a minimum of $1,000. In
non-ERISA plans, for Contract Values up to $20,000, the maximum loan balance
which may be outstanding at any time is 80% of the Contract Value, but not more
than $10,000. If the Contract Value is $20,000 or more, the maximum loan balance
which may be outstanding at any time is 50% of the Contract Value, but not more
than $50,000. For ERISA plans, the maximum loan balance which may be outstanding
at any time is 50% of the Contract Value, but not more than $50,000. The $50,000
limit will be reduced by the highest loan balances owed during the prior
one-year period. Additional loans are subject to the contract minimum amount.
The aggregate of all loans may not exceed the Contract Value limitations stated
above.

       For salary reduction Tax Sheltered Annuities, loans may only be secured
by the Contract Value. For loans from Qualified Contracts and other Tax
Sheltered Annuities, the Company reserves the right to limit a 




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loan to 50% of the Contract Value subject to the acceptance by the Contract
Owner of the Company's loan agreement. Where permitted, the Company may require
other named collateral where the loan from a Contract exceeds 50% of the
Contract Value.

   
       All loans are made from the collateral fixed account. An amount equal to
the principal amount of the loan will be transferred to the collateral fixed
account. Unless instructed to the contrary by the Contract Owner, the Company
will transfer (to the collateral fixed account) an amount equaling the loan
from the Sub-Accounts of the Variable Account, the Fixed Account, and the
Guaranteed Term Options in the same proportion that such amounts bear to the
total Contract Value. Amounts transferred from the Guaranteed Term Options for
these purposes, will be subject to a Market Value Adjustment. No withdrawal
charges are deducted at the time of the loan, or on any transfers to the
collateral fixed account.
    

       Until the loan has been repaid in full, that portion of the collateral
fixed account equal to the outstanding loan balance shall be credited with
interest at a rate 2.25% less than the loan interest rate fixed by the Company
for the term of the loan. However, the interest rate credited to the collateral
fixed account will never be less than 3.0%. Specific loan terms are disclosed at
the time of loan application or loan issuance.

   
       Loans must be repaid in substantially level payments, not less frequently
than quarterly, within five years. Loans used to purchase the principal
residence of the Contract Owner must be repaid within 15 years. During the loan
term, the outstanding balance of the loan will continue to earn interest at an
annual rate as specified in the loan agreement. Loan repayments will consist of
principal and interest in amounts set forth in the loan agreement. Loan
repayments will be allocated between the Fixed and Variable Accounts in the same
proportion as when the loan was made. No loan repayments, however, are permitted
into the Guaranteed Term Options. If amounts are transferred from the Guaranteed
Term Options to the collateral fixed account at the time of the loan, the 
proportional share of loan repayments which correspond to the amount 
transferred from the Guaranteed Term Options will be allocated to the Money 
Market Sub-Account of the Variable Account, unless the Contract Owner directs 
such loan repayments to be directed to the Fixed Account or another investment 
option under the Variable Account.
    

       If the Contract is surrendered while the loan is outstanding, the
surrender value will be reduced by the amount of the loan outstanding plus
accrued interest. If the Contract Owner/Annuitant dies while the loan is
outstanding, the Death Benefit will be reduced by the amount of the loan
outstanding plus accrued interest. If annuity payments start while the loan is
outstanding, the Contract Value will be reduced by the amount of the outstanding
loan plus accrued interest. Until the loan is repaid, the Company reserves the
right to restrict any transfer of the Contract which would otherwise qualify as
a transfer as permitted in the Code.

       If a loan payment is not made when due, interest will continue to accrue.
A grace period may be available under the terms of the loan agreement. If a loan
payment is not made when due, or by the end of the applicable grace period, then
that payment, which may be a single periodic payment or payment of the entire
loan, will be treated as a deemed Distribution, as permitted by law, may be
taxable to the borrower, and may be subject to the early withdrawal tax penalty.
Interest which subsequently accrues on defaulted amounts may also be treated as
additional deemed Distributions each year. Any defaulted amounts, plus accrued
interest, will be deducted from the Contract when the participant becomes
eligible for a Distribution of at least that amount, and this amount may again
be treated as a Distribution where required by law. Additional loans may not be
available while a previous loan remains in default.

       Loans may also be subject to additional limitations or restrictions under
the terms of the employer's plan. Loans permitted under this Contract may still
be taxable in whole or part if the participant has additional loans from other
plans or contracts. The Company will calculate the maximum nontaxable loan based
on the information provided by the participant or the employer.

       Loan repayments must be identified as such or else they will be treated
as Purchase Payments and will not be used to reduce the outstanding loan
principal or interest due. The Company reserves the right to modify the term or
procedures associated with the loan in the event of a change in the laws or
regulations relating to the treatment of loans. The Company also reserves the
right to assess a loan processing fee. Individual Retirement Annuities and
Non-Qualified Contracts are not eligible for loans.




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OWNERSHIP PROVISIONS

       Unless otherwise provided, the Contract Owner has all rights under the
Contract. IF THE PURCHASER NAMES SOMEONE OTHER THAN HIMSELF OR HERSELF AS OWNER,
THE PURCHASER WILL HAVE NO RIGHTS UNDER THE CONTRACT. If a Joint Owner is named,
the Joint Owner will possess an undivided interest in the Contract. Prior to the
Annuitization Date, a surviving Joint Owner shall retain sole rights in the
Contract upon the other Joint Owner's death if the deceased Joint Owner was not
also the Annuitant. If the deceased Joint Owner was also the Annuitant,
disposition of the Contract will be determined based on the "Death of Annuitant
Prior to the Annuitization Date" provision. Unless otherwise provided, when
Joint Owners are named, the exercise of any ownership right in the Contract
(including the right to surrender or partially surrender the Contract, to change
the Contract Owner, the Contingent Owner, the Designated Annuitant, the
Contingent Designated Annuitant, the Beneficiary, the Contingent Beneficiary,
the Annuity Payment Option or the Annuity Commencement Date) shall require a
written indication of an intent to exercise that right, signed by both Contract
Owners. Joint Owners must be spouses at the time joint ownership is requested.

       If a Contract Owner dies prior to the Annuitization Date and the Contract
Owner and the Designated Annuitant are not the same person, Contract ownership
will be determined in accordance with the "Death of Contract Owner" provision.
If the Designated Annuitant (regardless of whether the Designated Annuitant is
also the Contract Owner) dies prior to the Annuitization Date, ownership will be
determined in accordance with the "Death of Annuitant Prior to the Annuitization
Date" provision.

       Prior to the Annuitization Date, the Contract Owner may name a new
Contract Owner. Such change may be subject to state and federal gift taxes, and
may also result in current federal income taxation (see "Taxes"). Any change of
Contract Owner will automatically revoke any prior Contract Owner designation.
Any request for change of Contract Owner must be (1) made by proper written
application, (2) received and recorded by the Company at its Home Office, and
(3) may include a signature guarantee as specified in the "Surrender" provision.
The change will become effective as of the date the written request is signed. A
new choice of Contract Owner will not apply to any payment made or action taken
by the Company prior to the time it was received and recorded.

       The Contract Owner may request a change in the Designated Annuitant or
Contingent Designated Annuitant before the Annuitization Date. Such a request
must be made in writing on a form acceptable to the Company and must be signed
by the Contract Owner and the person to be named as Designated Annuitant or
Contingent Designated Annuitant. Any such change is subject to underwriting and
approval by the Company.

CONTINGENT OWNER AND BENEFICIARY PROVISIONS

       The Contingent Owner is the person (or persons) who may receive certain
benefits under the Contract if the Contract Owner dies before the Annuitization
Date. If more than one Contingent Owner survives the Contract Owner, each will
share equally unless otherwise specified in the Contingent Owner designation. If
a Contingent Owner is not named or predeceases the Contract Owner, all rights
and interest of the Contingent Owner will vest in the Contract Owner's estate.
Subject to the terms of any existing assignment, the Contract Owner may change
the Contingent Owner from time to time prior to the Annuitization Date by
written notice to the Company. The change, upon receipt and recording by the
Company at its Home Office, will take effect as of the time the written notice
was signed, whether or not the Contract Owner is living at the time of
recording, but without further liability as to any payment or settlement made by
the Company before receipt of such change. Unless the Contingent Owner (or Joint
Owner) is also the named Beneficiary (or Contingent Beneficiary, if applicable),
the Contingent Owner (or Joint Owner) shall have no rights in the Contract if
the Contract Owner/Annuitant dies. If a Contract Owner/Annuitant dies,
disposition of the Contract shall be determined based on the "Death of
Designated Annuitant Prior to the Annuitization Date" provision.

       The Beneficiary is the person or persons who may receive certain benefits
under the Contract in the event the Designated Annuitant dies prior to the
Annuitization Date. If more than one Beneficiary survives the Designated
Annuitant, each will share equally unless otherwise specified in the Beneficiary
designation. If no Beneficiary survives the Designated Annuitant, all rights and
interest of the Beneficiary shall vest in the Contingent Beneficiary, and if
more than one Contingent Beneficiary survives, each will share equally unless
otherwise specified in the Contingent Beneficiary designation. If a Contingent
Beneficiary is not named or predeceases the Designated Annuitant, all rights and
interest of the Contingent Beneficiary will vest with the Contract Owner or the
Contract Owner's estate. Subject to the terms of any existing assignment, the
Contract Owner may change the Beneficiary or Contingent Beneficiary from time to
time during the lifetime of the 




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<PAGE>   27

Designated Annuitant, by written notice to the Company. The change, upon receipt
by the Company at its Home Office, will take effect as of the time the written
notice was signed, whether or not the Designated Annuitant is living at the time
of recording, but without further liability as to any payment or settlement made
by the Company before receipt of such change.

SUBSTITUTION OF SECURITIES

       If the shares of the underlying Mutual Funds described in this prospectus
should no longer be available for investment by the Variable Account or if, in
the judgment of the Company's management, further investment in such underlying
Mutual Fund shares should become inappropriate, the Company may eliminate
Sub-Accounts, combine two or more Sub-Accounts or substitute one or more
underlying Mutual Funds for other underlying Mutual Fund shares already
purchased or to be purchased in the future by Purchase Payments under the
Contract. No substitution of securities in the Variable Account may take place
without prior approval of the Securities and Exchange Commission, and under such
requirements as it may impose.

CONTRACT OWNER INQUIRIES

       Contract Owner inquiries may be directed to Nationwide Life Insurance
Company by writing P.O. Box 16609, Columbus, Ohio 43216-6609, or calling
1-800-848-6331, TDD 1-800-238-3035.

                     ANNUITY PAYMENT PERIOD-VARIABLE ACCOUNT

       At the Annuitization Date the Variable Account Contract Value is applied
to the Annuity Payment Option elected and the amount of the first such payment
made shall be determined in accordance with the Annuity Table in the Contract.

       Subsequent Variable Annuity payments vary in amount in accordance with
the investment performance of the Variable Account. The dollar amount of the
first annuity payment determined as above is divided by the value of an Annuity
Unit as of the Annuitization Date to establish the number of Annuity Units
representing each monthly annuity payment. This number of Annuity Units remains
fixed during the annuity payment period. The dollar amount of the second and
subsequent payments is not predetermined and may change from month to month. The
dollar amount of each subsequent payment is 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 Company guarantees that the dollar amount of each
payment after the first will not be affected by variations in mortality
experience from mortality assumptions used to determine the first payment.

VALUE OF AN ANNUITY UNIT

       The value of an Annuity Unit was arbitrarily set initially at $10 when
the first underlying Mutual Fund shares were purchased. The value of an Annuity
Unit for a Sub-Account for any subsequent Valuation Period is determined by
multiplying the Annuity Unit Value for the immediately preceding Valuation
Period by the Net Investment Factor for the Valuation Period for which the
Annuity Unit Value is being calculated, and multiplying the result by an
interest factor to neutralize the assumed investment rate of 3.5% per annum (see
"Net Investment Factor").

ASSUMED INVESTMENT RATE

       A 3.5% Assumed Investment Rate is built into the Annuity Tables contained
in the Contracts. A higher assumption would mean a higher initial payment but
more slowly rising or more rapidly falling subsequent payments. A lower
assumption would have the opposite effect. If the actual investment rate is at
the annual rate of 3.5%, the annuity payments will be level.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

       Annuity payments will be paid as monthly installments. However, if the
net amount available to apply under any Annuity Payment Option is less than
$5,000, the Company shall have the right to pay such amount in one lump sum in
lieu of the payments otherwise provided for. In addition, if the payments
provided for would be or become less than $50, the Company shall have the right
to change the frequency of payments to such intervals as will result in payments
of at least $50. In no event will the Company make payments under an annuity
option less frequently than annually.






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<PAGE>   28

ANNUITY COMMENCEMENT DATE

       The Contract Owner selects an Annuity Commencement Date at the time of
application. Such date may be the first day of a calendar month or any other
agreed upon date and must be at least 2 years after the Date of Issue. In the
event the Contract is issued subject to the terms of a Tax Sheltered Annuity
Plan, Annuitization may occur during the first two years subject to approval by
the Company.

CHANGE IN ANNUITY COMMENCEMENT DATE

       The Contract Owner may, upon prior written notice to the Company, change
the Annuity Commencement Date. The date to which such a change may be made shall
be the first day of a calendar month.

       If the Contract Owner requests in writing (see "Ownership Provisions"),
and the Company approves the request, the Annuity Commencement Date may be
deferred. The amount of the Death Benefit will be limited to the Contract Value
if the Annuity Commencement Date is postponed beyond the first day of the
calendar month after the Annuitant's 86th birthday.

CHANGE IN FORM OF ANNUITY

       The Contract Owner may, upon prior written notice to the Company, at any
time prior to the Annuitization Date, elect one of the Annuity Payment Options.

ANNUITY PAYMENT OPTIONS

     Any of the following Annuity Payment Options may be elected:

     Option 1-Life Annuity-An annuity payable monthly during the lifetime of the
     Annuitant, ceasing with the last payment due prior to the death of the
     Annuitant. IT WOULD BE POSSIBLE UNDER THIS OPTION FOR THE ANNUITANT TO
     RECEIVE ONLY ONE ANNUITY PAYMENT IF HE OR SHE DIED BEFORE THE SECOND
     ANNUITY PAYMENT DATE, TWO ANNUITY PAYMENTS IF HE OR SHE DIED BEFORE THE
     THIRD ANNUITY PAYMENT DATE, AND SO ON.

     Option 2-Joint and Last Survivor Annuity-An annuity payable monthly during
     the joint lifetimes of the Annuitant and designated second person and
     continuing thereafter during the lifetime of the survivor. AS IS THE CASE
     UNDER OPTION 1 ABOVE, THERE IS NO MINIMUM NUMBER OF PAYMENTS GUARANTEED
     UNDER THIS OPTION. PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVING
     ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

     Option 3-Life Annuity With 120 or 240 Monthly Payments Guaranteed-An
     annuity payable monthly during the lifetime of the Annuitant with the
     guarantee that if at the death of the Annuitant payments have been made for
     fewer than 120 or 240 months, as selected, payments will be made as
     follows:

     (1) If the Annuitant is the payee, any guaranteed annuity payments will be
         continued during the remainder of the selected period to such recipient
         as chosen by the Annuitant at the time the Annuity Payment Option was
         selected. In the alternative, the recipient may, at any time, elect to
         have the present value of the guaranteed number of annuity payments
         remaining paid in a lump sum as specified in section (2) below.

     (2) If someone other than the Annuitant is the payee, the present value,
         computed as of the date on which notice of death is received by the
         Company at its Home Office, of the guaranteed number of annuity
         payments remaining after receipt of such notice and to which the
         deceased would have been entitled had he or she not died, computed at
         the Assumed Investment Rate effective in determining the Annuity
         Tables, shall be paid in a lump sum.

       Some of the stated Annuity Options may not be available in all states.
The Contract Owner may request an alternative non-guaranteed option by giving
notice in writing prior to Annuitization. If such a request is approved by the
Company, it will be permitted under the Contract.

       If the Owner fails to elect an Annuity Payment Option, the Contract Value
will continue to accumulate. Individual Retirement Annuities and Tax Sheltered
Annuities are subject to the minimum Distribution requirements set forth in the
Code.




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DEATH OF CONTRACT OWNER

       If the Contract Owner and the Designated Annuitant are not the same
person and the Contract Owner dies prior to the Annuitization Date, then the
Joint Owner, if any, becomes the new Contract Owner. If no Joint Owner is named
(or if the Joint Owner predeceases the Contract Owner), then the Contingent
Owner becomes the new Contract Owner. If no Contingent Owner is named (or if the
Contingent Owner predeceases the Contract Owner), then the Contract Owner's
estate becomes the Contract Owner. Unless the new Contract Owner is the prior
Contract Owner's spouse, the entire interest in the Contract, less applicable
deductions (which may include a Contingent Deferred Sales Charge), must be
distributed within five years of the prior Contract Owner's death. The new
Contract Owner may elect to receive Distribution in the form of a life annuity
or an annuity for a period not exceeding his or her life expectancy. Such
annuity must begin within one year following the date of the prior Contract
Owner's death. If the new Contract Owner is the spouse of the prior Contract
Owner, then the Contract may be continued without any required Distribution.

       If the Designated Annuitant (regardless of whether the Designated
Annuitant is also the Contract Owner) dies prior to the Annuitization Date, a
Death Benefit will be payable in accordance with the "Death of Annuitant Prior
to the Annuitization Date" provision below, provided however, that all
Distributions made as a result of the death of the Contract Owner shall be made
within the time limits set forth in this provision. If a Contract
Owner/Annuitant dies prior to the Annuitization Date, and the Beneficiary is the
Contract Owner/Annuitant's spouse, such spouse may elect to continue the
Contract as the Contract Owner and Annuitant.

       Individual Retirement Annuities or Tax Sheltered Annuities will be
subject to specific rules set forth in the Plan, Contract, or Code concerning
Distributions upon the death of the Contract Owner.

DEATH OF DESIGNATED ANNUITANT PRIOR TO THE ANNUITIZATION DATE

       If the Designated Annuitant dies prior to the Annuitization Date, a Death
Benefit is payable unless the Contract Owner has also named a Contingent
Designated Annuitant, in which case the Death Benefit is payable upon the death
of the last survivor of the Designated Annuitant and Contingent Designated
Annuitant. The Death Benefit is payable to the Beneficiary. If no Beneficiary is
named (or if the Beneficiary predeceases the Designated Annuitant), then the
Death Benefit is payable to the Contingent Beneficiary. If no Contingent
Beneficiary is named (or if the Contingent Beneficiary predeceases the
Designated Annuitant), then the Death Benefit will be paid to Contract Owner or
the Contract Owner's estate.

       The value of the Death Benefit will be determined as of the Valuation
Date coincident with or next following the date the Company receives in writing
(1) due proof of the Designated Annuitant's death and (2) an election for either
a single sum payment or an Annuity Payment Option; and (3) any form required by
state insurance laws. If a single sum payment is requested, payment will be made
in accordance with any applicable laws and regulations governing the payment of
Death Benefits. If an Annuity Payment Option is requested, election must be made
by the Beneficiary during the 90-day period commencing with the date written
notice is received by the Company. If no election has been made by the end of
such 90-day period commencing with the date written notice is received by the
Company, the Death Benefit will be paid in a single sum payment. If the
Designated Annuitant dies prior to his or her 86th birthday, the value of the
Death Benefit will be the greater of (1) the sum of all Purchase Payments, made
to the Contract less any amounts surrendered, (2) the Contract Value, or (3) the
Contract Value as of the most recent five-year Contract Anniversary, less any
amounts surrendered since the most recent five-year Contract Anniversary. If the
Designated Annuitant dies on or after his or her 86th birthday, then the Death
Benefit will be equal to the Contract Value.

       If the Contract Owner is not a natural person, the death of the
Designated Annuitant (or a change of the Designated Annuitant) will be treated
like a death of the Contract Owner and will result in a Distribution of either:

     (a)  the Death Benefit described above (if there is no Contingent
          Designated Annuitant and the Designated Annuitant has died), or in all
          other cases

     (b)  a Distribution to the Contract Owner if the Designated Annuitant has
          been changed,

provided that any such Distribution must be made within the time period
specified in the "Death of Contract Owner" provision.



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DEATH OF ANNUITANT AFTER THE ANNUITIZATION DATE

       If the Annuitant dies after the Annuitization Date, any benefit that may
be payable shall be as specified in the Annuity Payment Option selected.

REQUIRED DISTRIBUTION FOR TAX SHELTERED ANNUITIES

       The entire interest of an Annuitant under a Tax Sheltered Annuity
Contract will be distributed in a manner consistent with the Minimum
Distribution and Incidental Benefit (MDIB) provisions of Section 401(a)(9) of
the Code and regulations thereunder, as applicable, and will be paid,
notwithstanding anything else contained herein, to the Contract Owner/Annuitant
under the Annuity Payments Option selected, over a period not exceeding:

     (a)  the life of the Contract Owner/Annuitant or the lives of the Contract
          Owner/Annuitant and the Contract Owner/Annuitant's designated
          Beneficiary; or

     (b)  a period not extending beyond the life expectancy of the Contract
          Owner/Annuitant or the life expectancy of the Contract Owner/Annuitant
          and the Contract Owner/Annuitant's designated Beneficiary.

       If the Contract Owner/Annuitant's entire interest is to be distributed in
equal or substantially equal payments over a period described in A or B, such
payments will commence not later than the first day of April following the
calendar year in which the Contract Owner/Annuitant attains age 70 1/2 (the
required beginning date). In the case of a governmental plan (as defined in Code
Section 414(d)), or church plan (as defined in Code Section 401(a)(9)(C)), the
Required Beginning Date will be the later of the dates determined under the
preceding sentence or April 1 of the calendar year following the calendar year
in which the Annuitant retires.

       If the Contract Owner dies prior to the commencement of his or her
Distribution, the interest in the Tax Sheltered Annuity must be distributed by
December 31 of the calendar year in which the fifth anniversary of his or her
death occurs unless:

(a)    In the case of a Tax Sheltered Annuity, the Contract Owner names his or
       her surviving spouse as the Beneficiary and such spouse elects to:

       (I)    treat the annuity as a Tax Sheltered Annuity established for his
              or her benefit; or

       (ii)   receive Distribution of the account in nearly equal payments over
              his or her life (or a period not exceeding his or her life
              expectancy) and commencing not later than December 31 of the year
              in which the Contract Owner would have attained age 70 1/2; or

(b)    In the case of a Tax Sheltered Annuity, the Contract Owner names a
       Beneficiary other than his or her surviving spouse and such Beneficiary
       elects to receive a Distribution of the account in nearly equal payments
       over his or her life (or a period not exceeding his or her life
       expectancy) commencing not later than December 31 of the year following
       the year in which the Contract Owner dies.

       If the Contract Owner/Annuitant dies after Distribution has commenced,
Distribution must continue at least as rapidly as under the schedule being used
prior to his or her death.

       Payments commencing on the Required Beginning Date will not be less than
the lesser of the quotient obtained by dividing the entire interest of the
Contract Owner/Annuitant by the life expectancy of the Contract Owner/Annuitant,
or the joint and last survivor expectancy of the Contract Owner/Annuitant and
the Contract Owner/Annuitant's Designated Beneficiary (whichever is applicable
under the applicable Minimum Distribution or MDIB provisions). Life expectancy
and joint and last survivor expectancy are computed by the use of return
multiples contained in Section 1.72-9 of the Treasury Regulations.

REQUIRED DISTRIBUTIONS FOR INDIVIDUAL RETIREMENT ANNUITIES

       Distribution from an Individual Retirement Annuity must begin not later
than April 1 of the calendar year following the calendar year in which the
Contract Owner attains age 70 1/2. Distribution may be accepted in a lump sum or
in nearly equal payments over: (a) the Contract Owner's life or the lives of the
Contract Owner and the Contract Owner's spouse or designated Beneficiary, or (b)
a period not extending beyond the Contract Owner and the Contract Owner's spouse
or designated Beneficiary.




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<PAGE>   31

       If the Contract Owner dies prior to the commencement of the Distribution,
the interest in the Individual Retirement Annuity 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 has named his or her surviving spouse as the 
       designated Beneficiary and such spouse elects to:

       (i)  treat the annuity as an Individual Retirement Annuity established 
            for his or her benefit; or

       (ii) receive Distribution of the account in nearly equal payments over
            his or her life (or a period not exceeding his or her life
            expectancy) and commencing not later than December 31 of the year in
            which the Contract Owner would have attained age 70 1/2; or

(b)    The Contract Owner has named a Beneficiary other than his or her
       surviving spouse and such Beneficiary elects to receive a Distribution of
       the account in nearly equal payments over his or her life (or a period
       not exceeding his or her life expectancy) commencing not later than
       December 31 of the year following the year in which the Contract Owner
       dies.

       If the Contract Owner dies after Distribution has commenced, the
Distribution must continue at least as rapidly as under the schedule being used
prior to the Contract Owner's death, except to the extent that a surviving
spouse Beneficiary may elect to treat the Contract as his or her own, in the
same manner as is described in section (a)(i) of this provision.

       If the amounts distributed to the Contract Owner are less than those
mentioned above, penalty tax of 50% is levied on the amount that should have
been distributed for that year.

       A pro-rata portion of all Distributions will be included in the gross
income of the person receiving the Distribution and taxed at ordinary income tax
rates. The portion of the 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 Contract Owner 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 Distributions will not receive the benefit
of the tax treatment of a lump sum Distribution from a Qualified Plan. If the
Contract Owner dies prior to the time Distribution of the Contract Owner's
interest in the annuity is completed, the balance will also be included in the
Contract Owner's gross estate.

GENERATION-SKIPPING TRANSFERS

       The Company may determine whether the Death Benefit or any other payment
constitutes a direct skip as defined in Section 2612 of the Code, and the amount
of the tax on the generation-skipping transfer resulting from such direct skip.
If applicable, the payment will be reduced by any tax the Company is required to
pay by Section 2603 of the Code.

       A direct skip may occur when property is transferred to or a Death
Benefit is paid to an individual two or more generations younger than the
Contract Owner.

                               GENERAL INFORMATION

CONTRACT OWNER SERVICES

       ASSET REBALANCING - The Contract Owner may direct the automatic
reallocation of the Fixed Account or Variable Account values to the underlying
Mutual Fund options on a predetermined percentage basis every three months. 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, the Asset
Rebalancing exchange will occur on the last business day before that day. Asset
Rebalancing will not affect future allocations of Purchase Payments. An 



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<PAGE>   32

Asset Rebalancing request must be in writing on a form provided by the Company.
The Contract Owner may want to contact a financial adviser in order to discuss
the use of Asset Rebalancing in his or her Contract.

       Contracts issued to a Tax Sheltered Annuity Plan as defined by the Code
may have superseding plan restrictions with regard to frequency of underlying
Mutual Fund exchanges and underlying Mutual Fund options.

   
       Asset Rebalancing is not available for these values existing in the
Guaranteed Term Option(s). Amounts transferred from the Guaranteed Term Option
prior to the expiration of the specified term are subject to a Market Value
Adjustment.
    

       The Company reserves the right to discontinue offering Asset Rebalancing
upon 30 days written notice; such discontinuation will not affect Asset
Rebalancing programs which have already commenced. The Company also reserves the
right to assess a processing fee for this service.

       DOLLAR COST AVERAGING- The Contract Owner may direct the Company to
automatically transfer a specified amount from the Money Market Fund
Sub-Account, the Limited Maturity Bond Portfolio Sub-Account, or the Fixed
Account to any other Sub-Account within the Variable Account on a monthly basis.
This service is intended to allow the Contract Owner to utilize Dollar Cost
Averaging, a long-term investment program which provides for regular, level
investments over time. The Company makes no guarantees that Dollar Cost
Averaging will result in a profit or protect against loss in a declining market.
Transfers for purposes of Dollar Cost Averaging can only be made from the Money
Market Fund Sub-Account, the Limited Maturity Bond Portfolio Sub-Account or from
the Fixed Account. The minimum monthly Dollar Cost Averaging transfer is $100.
In addition, Dollar Cost Averaging monthly transfers from the Fixed Account must
be equal to or less than 1/30th of the Fixed Account value when the Dollar Cost
Averaging program is requested. Transfers out of the Fixed Account, other than
for Dollar Cost Averaging, may be subject to certain additional restrictions
(see "Transfers"). A written election of this service, on a form provided by the
Company, must be completed by the Contract Owner in order to begin transfers.
Once elected, transfers from the Money Market Fund Sub-Account, the Limited
Maturity Bond Portfolio Sub-Account or the Fixed Account will be processed
monthly until either the value in the Money Market Fund Sub-Account, the Limited
Maturity Bond Portfolio Sub-Account or the Fixed Account is completely depleted
or the Contract Owner instructs the Company in writing to cancel the monthly
transfers.

   
       Dollar Cost Averaging transfers may not be directed to Guaranteed Term
Options.
    

       The Company reserves the right to discontinue offering Dollar Cost
Averaging upon 30 days written notice; such discontinuation will not affect
Dollar Cost Averaging programs already commenced. The Company also reserves the
right to assess a processing fee for this service.

       SYSTEMATIC WITHDRAWALS- The Contract Owner may elect in writing on a form
provided by the Company to take Systematic Withdrawals of a specified dollar
amount (of at least $100) on a monthly, quarterly, semi-annual or annual basis.
The Company will process the withdrawals as directed by surrendering on a
pro-rata basis Accumulation Units from all of the Sub-Accounts in which the
Contract Owner has an interest and the Fixed Account. A Contingent Deferred
Sales Charge may apply to Systematic Withdrawals in accordance with the
considerations set forth in the "Contingent Deferred Sales Charge" section. Each
Systematic Withdrawal is subject to federal income taxes on the taxable portion.
In addition, a 10% federal penalty tax may be assessed on Systematic Withdrawals
if the Contract Owner is under age 59 1/2. If directed by the Contract Owner,
the Company will withhold federal income taxes from each Systematic Withdrawal.
A Systematic Withdrawal program will terminate automatically at the end of each
Contract Year and may be reinstated only pursuant to a new request. The Contract
Owner may discontinue Systematic Withdrawals at any time by notifying the
Company in writing.

       If the Contract Owner withdraws amounts pursuant to a Systematic
Withdrawal program, then the Contract Owner may withdraw each Contract Year
without a CDSC an amount up to the greater of (i) 10% of the total sum of all
Purchase Payments made to the Contract at the time of withdrawal, (in addition,
any amount withdrawn from any Individual Retirement Annuity Contract, in order
to meet minimum Distribution requirements shall be free of CDSC); or (ii) the
specified percentage of the Contract Value based on the Contract Owner's age, as
shown in the following table:




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<PAGE>   33
<TABLE>
<CAPTION>

     Contract Owner's                              Percentage of
           Age                                    Contract Value
- ---------------------------                  --------------------------
<S>                                                  <C>
       Under 59-1/2                                     5%
     59-1/2 to 70-1/2                                   7%
       70-1/2 to 75                                     9%
       75 and Over                                     13%
</TABLE>

       If the total amounts withdrawn in any Contract Year exceed the CDSC-free
amount as calculated under the Systematic Withdrawal method described above,
then such total withdrawn amounts will be eligible only for the 10% of Purchase
Payment CDSC-free withdrawal privilege described in the "Contingent Deferred
Sales Charge" section, and the total amount of CDSC charged during the Contract
Year will be determined in accordance with that provision.

       The Contract Value and the Contract Owner's age for purposes of applying
the CDSC-free withdrawal percentage described in this provision are determined
as of the date the request for a Systematic Withdrawal program is received and
recorded by the Company at its Home Office. (In the case of Joint Owners, the
older Owner's age will be used.) The Contract Owner may elect to take such
CDSC-free amounts only once each Contract Year. Furthermore, this CDSC-free
withdrawal privilege for Systematic Withdrawals is non-cumulative; free amounts
not taken during any given Contract Year cannot be taken as free amounts in a
subsequent Contract Year.

       Systematic Withdrawals are not available prior to the expiration of the
ten day free look provision of the Contract. The Company also reserves the right
to assess a processing fee for this service.

STATEMENTS AND REPORTS

   
       The Company will mail to Contract Owners, at their last known address of
record, any statements and reports required by applicable laws or regulations.
Contract Owners should therefore give the Company prompt notice of any address
change. The Company will send a confirmation statement to Contract Owners each
time a transaction is made affecting the Owner's Variable Account Contract Value
or allocations made to the Guaranteed Term Options, such as making additional
Purchase Payments, transfers, exchanges or withdrawals. Quarterly statements are
also mailed detailing the Contract activity during the calendar quarter. Instead
of receiving an immediate confirmation of transactions made pursuant to some
types of periodic payment plan (such as a dollar cost averaging program) or
salary reduction arrangement, the Contract Owner may receive confirmation of
such transactions in their quarterly statements. The Contract Owner should
review the information in these statements carefully. All errors or corrections
must be reported to the Company immediately to assure proper crediting to the
Owner's Contract. The Company will assume all transactions are accurately
reported on quarterly statements or confirmation statements unless the Contract
Owner notifies the Company otherwise within 30 days after receipt of the
statement. The Company will also send to Contract Owners each year an annual
report and a semi-annual report containing financial statements for the Variable
Account, as of December 31 and June 30, respectively.
    

ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE

   
       Purchase Payments are allocated to the Fixed Account, Guaranteed Term
Options or to one or more Sub-Accounts within the Variable Account in accordance
with the designation of the underlying Mutual Funds by the Contract Owner, and
converted into Accumulation Units.

       The initial Purchase Payment must be at least $15,000. Subsequent
Purchase Payments, if any, must be at least $1,000. In addition, any amounts
allocated to the Guaranteed Term Option(s) must be at least $1,000. Please refer
to the prospectus for the Guaranteed Term Option(s) for additional details
regarding Purchase Payments made to the Guaranteed Term Option(s). Subsequent
Purchase Payments are not permitted in the states of New York, Oregon, and
Washington. The cumulative total of all Purchase Payments under Contracts issued
on the life of any one Designated Annuitant may not exceed $1,000,000 without
prior consent of the Company.
    

       The initial Purchase Payment allocated to designated Sub-Accounts of the
Variable Account will be priced no later than 2 business days after receipt of
an order to purchase, if the application and all information 



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<PAGE>   34

   
necessary for processing the purchase order are complete. The Company may,
however, retain the Purchase Payment for up to 5 business days while attempting
to complete an incomplete application. If the application cannot be made
complete within 5 days, the prospective purchaser will be informed of the
reasons for the delay and the Purchase Payment will be returned immediately
unless the prospective purchaser specifically consents to the Company retaining
the Purchase Payment until the application is made complete. Thereafter,
subsequent Purchase Payments to the Variable Account will be priced on the basis
of the Accumulation Unit Value next computed for the appropriate Sub-Account
after the additional Purchase Payment is received.
    

       Purchase Payments will not be priced on the following nationally
recognized holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.

VALUE OF A VARIABLE ACCOUNT ACCUMULATION UNIT

       The value of a Variable Account Accumulation Unit for each Sub-Account
was arbitrarily set initially at $10 when the underlying Mutual Fund shares in
that Sub-Account were available for purchase. The value for any subsequent
Valuation Period is determined by multiplying the Accumulation Unit value for
each Sub-Account for the immediately preceding Valuation Period by the Net
Investment Factor for the Sub-Account during the subsequent Valuation Period.
The value of an Accumulation Unit may increase or decrease from Valuation Period
to Valuation Period. The number of Accumulation Units will not change as a
result of investment experience.

NET INVESTMENT FACTOR

       The Net Investment Factor for any Valuation Period is determined by
dividing (a) by (b) and subtracting (c) from the result where:

(a)    is the net of:

       (1) the net asset value per share of the underlying Mutual Fund held in
           the Sub-Account determined at the end of the current Valuation
           Period, plus

       (2)  the per share amount of any dividend or capital gain Distributions
            made by the underlying Mutual Fund held in the Sub-Account if the
            "ex-dividend" date occurs during the current Valuation Period.

(b)    is the net of:

       (1)  the net asset value per share of the underlying Mutual Fund held in
            the Sub-Account determined at the end of the immediately preceding
            Valuation Period, plus or minus

       (2) the per share charge or credit, if any, for any taxes reserved for in
           the immediately preceding Valuation Period (see "Charge For Tax
           Provisions").

(c)    is a factor representing the daily Mortality Risk Charge, Expense Risk
       Charge and Administration Charge deducted from the Variable Account. Such
       factor is equal to an annual rate of 1.40% of the daily net asset value
       of the Variable Account.

       For underlying Mutual Funds that credit dividends on a daily basis and
pay such dividends once a month (the Nationwide Separate Account Trust - Money
Market Fund), the Net Investment Factor allows for the monthly reinvestment of
these daily dividends.

       The Net Investment Factor may be greater or less than one; therefore, the
value of an Accumulation Unit may increase or decrease. It should be noted that
changes in the Net Investment Factor may not be directly proportional to changes
in the net asset value of underlying Mutual Fund shares, because of the
deduction for Mortality Risk Charge, Expense Risk Charge and Administration
Charge.

VALUATION OF ASSETS

     Underlying Mutual Fund shares in the Variable Account will be valued at
their net asset value.




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<PAGE>   35






DETERMINING THE CONTRACT VALUE

   
       The Contract Value is the sum of: 1) all Variable Account Accumulation
Units, 2) amounts allocated and credited to the Fixed Account, and 3) amounts
allocated and credited to a Guaranteed Term Option which may be subject to a
Market Value Adjustment. If part or all of the Contract Value is surrendered or
charges or deductions are made against the Contract Value, an appropriate number
of Accumulation Units from the Variable Account and an appropriate amount from
the Fixed Account and Guaranteed Term Options will be deducted in the same
proportion that the Contract Owner's interest in the Variable Account, Fixed
Account and Guaranteed Term Option(s) bears to the total Contract Value.
Guaranteed Term Options are not subject to Variable Account charges (Mortality
and Expense Risk and Administration Charges), but may be subject to contingent
deferred sales charges and a Market Value Adjustment.
    

SURRENDER (REDEMPTION)

       While the Contract is in force and prior to the earlier of the
Annuitization Date or the death of the Designated Annuitant, the Company will,
upon proper written application by the Contract Owner deemed by the Company to
be in good order, allow the Contract Owner to surrender a portion or all of the
Contract Value. "Proper written application" means that the Contract Owner must
request the surrender in writing and include the Contract. The Company may
require that the signature(s) be guaranteed by a member firm of a major stock
exchange or other depository institution qualified to give such a guaranty.

   
       The Company will, upon receipt of any such written request, surrender a
number of Accumulation Units from the Variable Account and an amount from the
Fixed Account and Guaranteed Term Options necessary to equal the gross dollar
amount requested, less any applicable Contingent Deferred Sales Charge (see
"Contingent Deferred Sales Charge"). In the event of a partial surrender, the
Company will, unless instructed to the contrary, surrender Accumulation Units
from all Sub-Accounts in which the Contract Owner has an interest, the Fixed
Account and Guaranteed Term Options. The number of Accumulation Units
surrendered from each Sub-Account and the amount surrendered from the Fixed
Account and Guaranteed Term Options will be in the same proportion that the
Contract Owner's interest in the Sub-Accounts and Fixed Account and Guaranteed
Term Options bears to the total Contract Value.
    

       The Company will pay any funds applied for from the Variable Account
within 7 days of receipt of such application in the Company's Home Office.
However, the Company reserves the right to suspend or postpone the date of any
payment of any benefit or values for any Valuation Period (1) when the New York
Stock Exchange ("Exchange") is closed, (2) when trading on the Exchange is
restricted, (3) when an emergency exists as a result of which disposal of
securities held in the Variable Account is not reasonably practicable or it is
not reasonably practicable to determine the value of the Variable Account's net
assets, or (4) during any other period when the Securities and Exchange
Commission, by order, so permits for the protection of security holders,
provided that applicable rules and regulations of the Securities and Exchange
Commission shall govern as to whether the conditions prescribed in (2) and (3)
exist. The Contract Value on surrender may be more or less than the total of
Purchase Payments made by a Contract Owner, depending on the market value of the
underlying Mutual Fund shares.

SURRENDERS UNDER A TAX SHELTERED ANNUITY CONTRACT

       Except as provided below, the Owner may surrender part or all of the
Contract Value at any time this Contract is in force prior to the earlier of the
Annuitization Date or the death of the Designated Annuitant:

A.     The surrender of Contract Value attributable to contributions made
       pursuant to a salary reduction agreement (within the meaning of Code
       Section 402(g)(3)(A) or (C)), or transfers from a Custodial Account
       described in Section 403(b)(7) of the Code, may be executed only -

       1.     when the Contract Owner attains age 59 1/2, separates from
              service, dies, or becomes disabled (within the meaning of Code
              Section 72(m)(7)); or

       2.     in the case of hardship (as defined for purposes of Code Section
              401(k)), provided that any surrender of Contract Value in the case
              of hardship may not include any income attributable to salary
              reduction contributions.

B. The surrender limitations described in A. above for Tax Sheltered Annuities
apply to:


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<PAGE>   36


       1.     salary reduction contributions to Tax Sheltered Annuities made for
              plan years beginning after December 31, 1988;

       2.     earnings credited to such contracts after the last plan year
              beginning before January 1, 1989, on amounts attributable to
              salary reduction contributions; and

       3.     all amounts transferred from 403(b)(7) Custodial Accounts (except
              that earnings, and employer contributions as of December 31, 1988
              in such Custodial Accounts may be withdrawn in the case of
              hardship).

C.     Any Distribution other than the above, including exercise of a
       contractual ten-day free look provision (when available) may result in
       the immediate application of taxes and penalties and/or retroactive
       disqualification of a Qualified Contract or Tax Sheltered Annuity.

       A premature Distribution may not be eligible for rollover treatment. To
assist in preventing disqualification in the event of a ten-day free look, the
Company will agree to transfer the proceeds to another contract which meets the
requirements of Section 403(b) of the Code, upon proper direction by the
Contract Owner. The foregoing is the Company's understanding of the withdrawal
restrictions which are currently applicable under Section 403(b)(11) and Revenue
Ruling 90-24. Such restrictions are subject to legislative change and/or
reinterpretation from time to time. Distributions pursuant to Qualified Domestic
Relations Orders will not be considered to be a violation of the restrictions
stated in this provision.

       The Contract surrender provisions may also be modified pursuant to the
plan terms and Code tax provisions when the Contract is issued to fund a
Qualified Plan.

       INFORMATION CONTAINED HEREIN SHOULD NOT BE SUBSTITUTED FOR THE ADVICE OF
A PERSONAL TAX ADVISER.

TAXES

       The Company does not make any guarantee regarding the tax status for any
Contract or any transaction involving the Contracts.

       Section 72 of the Code governs taxation of annuities in general. That
section sets forth different rules for: (1) Qualified Contracts; (2) Individual
Retirement Annuities and Individual Retirement Accounts; (3) Tax Sheltered
Annuities; or (4) Non-Qualified Contracts. Each type of annuity is discussed
below.

       Distributions to participants from Qualified Contracts or Tax Sheltered
Annuities are generally taxed when received. A portion of each Distribution is
excludable from income based on the ratio between the after tax investment of
the Owner/Annuitant in the Contract and the value of the Contract at the time of
the withdrawal or Annuitization.

       Distributions from Individual Retirement Annuities and Contracts owned by
Individual Retirement Accounts are also generally taxed when received. The
portion of each such payment which is excludable is based on the ratio between
the amount by which nondeductible Purchase Payments to all such Contracts
exceeds prior non-taxable Distributions from such Contracts, and the total
account balances in such Contracts at the time of the Distribution. The Owner of
such Individual Retirement Annuities or the Designated Annuitant under Contracts
held by Individual Retirement Accounts must annually report to the Internal
Revenue Service the amount of nondeductible Purchase Payments, the amount of any
Distribution, the amount by which nondeductible Purchase Payments for all years
exceed non-taxable Distributions for all years, and the total balance in all
Individual Retirement Annuities and Accounts. Owners should consult a financial
consultant, legal counsel or tax advisor to discuss in detail the taxation and
the use of the Contracts.

NON-QUALIFIED CONTRACTS

       The rules applicable to Non-Qualified Contracts provide that a portion of
each annuity payment received is excludable from taxable income based on the
ratio between the Contract Owner's investment in the Contract and the expected
return on the Contract. The maximum amount excludable from income is the
investment in the Contract. If the Annuitant dies prior to excluding from income
the entire investment in the Contract, the Annuitant's final tax return may
reflect a deduction for the balance of the investment in the Contract.





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<PAGE>   37

       Distributions made from the Contract prior to the Annuitization Date are
taxable to the Contract Owner to the extent that the cash value of the Contract
exceeds the Contract Owner's investment at the time of the Distribution.
Distributions, for this purpose, include partial surrenders, dividends, loans,
or any portion of the Contract which is assigned or pledged; or for Contracts
issued after April 22, 1987, any portion of the Contract transferred by gift.
For these purposes, a transfer by gift may occur upon Annuitization if the
Contract Owner and the Annuitant are not the same individual. In determining the
taxable amount of a Distribution, all annuity contracts issued after October 21,
1988, by the same company to the same contract owner during any 12 month period,
will be treated as one annuity contract. Additional limitations on the use of
multiple contracts may be imposed by Treasury regulations. Distributions prior
to the Annuitization Date with respect to that portion of the Contract invested
prior to August 14, 1982, are treated first as a recovery of the investment in
the Contract as of that date. A Distribution in excess of the amount of the
investment in the Contract as of August 14, 1982, will be treated as taxable
income.

       The Tax Reform Act of 1986 has changed the tax treatment of certain
Non-Qualified Contracts held by entities other than individuals. Such entities
are taxed currently on the earnings on the Contract which are attributable to
contributions made to the Contract after February 28, 1986. There are exceptions
for immediate annuities and certain Contracts owned for the benefit of an
individual. An immediate annuity, for purposes of this discussion, is a single
premium Contract on which payments begin within one year of purchase. If this
Contract is issued as the result of an exchange described in Section 1035 of the
Code, it will generally be considered to have been purchased on the purchase
date of the contract given up in the exchange.

         Code Section 72 also provides for a penalty, equal to 10% of any
Distribution which is includable in gross income, if such Distribution is made
prior to attaining age 59 1/2 or disability of the Contract Owner. The penalty
does not apply if the Distribution is one of a series of substantially equal
periodic payments made over the life or life expectancy (or joint lives or life
expectancies) of the Annuitant (and the Annuitant's Beneficiary), or for the
purchase of an immediate annuity, or is allocable to an investment in the
Contract before August 14, 1982. A Contract Owner wishing to begin taking
Distributions to which the 10% tax penalty does not apply should forward a
written request to the Company. Upon receipt of a written request from the
Contract Owner, the Company will inform the Contract Owner of the procedures
pursuant to Company policy and subject to limitations of the Contract including
but not limited to first year withdrawals. If the Annuitant or Contract Owner
selects an annuity for life or life expectancy, or begins a pre-defined series
of withdrawals based on life expectancy, and changes the method of payment
before the expiration of 5 years and the attainment of age 59 1/2, the early
withdrawal penalty will apply. The penalty will be equal to that which would
have been imposed had no exception applied from the outset, and the Annuitant or
Contract Owner will also pay interest on the amount of the penalty from the date
it would have originally applied until it is actually paid.

       In order to qualify as an annuity Contract under Section 72 of the Code,
the Contract must provide for Distribution to be made upon the death of the
Contract Owner. In such case, the Contingent Owner or other named recipient must
receive the Distribution within 5 years of the Owner's death. However, the
recipient may elect for payments to be made over their life or life expectancy
if such payments begin within one year from the death of the Contract Owner. If
the Contingent Owner or other named recipient is the surviving spouse, such
spouse may be treated as the Contract Owner and the Contract may be continued
throughout the life of the surviving spouse. In the event the Contract Owner
dies on or after the Annuitization Date and before the entire interest has been
distributed, the remaining portion must be distributed at least as rapidly as
under the method of Distribution being used as of the date of the Contract
Owner's death (see "Required Distribution For Tax Sheltered Annuities"). If the
Contract Owner is not an individual, the death of the Designated Annuitant (or a
change in the Designated Annuitant) will result in a Distribution pursuant to
these rules, regardless of whether a Contingent Designated Annuitant has been
named.

       The Company is required to withhold tax from certain Distributions to the
extent that such Distribution would constitute income to the Contract Owner. The
Contract Owner is entitled to elect not to have federal income tax withheld from
any such Distribution, but may be subject to penalties in the event insufficient
federal income tax is withheld during a calendar year.

       Generally, the taxable portion of any Distribution from a Contract to a
nonresident alien of the United States is subject to tax withholding at a rate
equal to thirty percent (30%) of such amount or, if applicable, a lower treaty
rate. A payment may not be subject to withholding where the recipient
sufficiently establishes that 




                                       35


                                   37 of 126
<PAGE>   38

such payment is effectively connected to the recipient's conduct of a trade or
business in the United States and such payment is includable in the recipient's
gross income.

       The Company may be required to determine whether the Death Benefit or any
other payment constitutes a direct skip as defined in Section 2612 of the Code,
and the amount of the tax on the generation-skipping transfer resulting from
such direct skip. If applicable, such payment will be reduced by any tax the
Company is required to pay by Section 2603 of the Code. A direct skip may occur
when property is transferred to or a Death Benefit is paid to an individual two
or more generations younger than the Contract Owner.

INDIVIDUAL RETIREMENT ANNUITIES

       The Contract may be purchased as an Individual Retirement Annuity under
Section 408(b) of the Code. Because the Contract's initial and subsequent
Purchase Payments are greater than the maximum contribution permitted an
Individual Retirement Annuity, or an Individual Retirement Annuity Contract may
be purchased only in connection with a "rollover" (including a direct
trustee-to-trustee transfer, where permitted). Specifically, an Individual
Retirement Annuity Contract may be purchased only in connection with a rollover
of amounts from a Qualified Plan, Tax-Sheltered Annuity or Individual Retirement
Annuity. The Contract Owner should seek competent advice as to the tax
consequences associated with the use of a Contract as an Individual Retirement
Annuity.

       Recent changes to the Code permit the rollover of most Distributions from
Qualified Plans to other Qualified Plans or Individual Retirement Accounts. Most
Distributions from Tax-Sheltered Annuities may be rolled into another
Tax-Sheltered Annuity or Individual Retirement Account. Distributions which may
not be rolled over are those which are:

1.     one of a series of substantially equal annual (or more frequent) payments
       made: (a) over the life (or life expectancy) of the employee, (b) the
       joint lives (or joint life expectancies) of the employee and the
       employee's designated Beneficiary, or (c) for a specified period of ten
       years or more, or

2.     a required minimum Distribution.

       Any Distribution eligible for rollover will be subject to federal tax
withholding at a rate of twenty percent (20%) unless the Distribution is
transferred directly to an appropriate plan as described above.

       Individual Retirement Accounts and Individual Retirement Annuities may
not provide life insurance benefits. If the Death Benefit exceeds the greater of
the cash value of the Contract or the sum of all Purchase Payments (less any
surrenders), it is possible the Internal Revenue Service could determine that
the Individual Retirement Account or Individual Retirement Annuity did not
qualify for the desired tax treatment.

DIVERSIFICATION

       The Internal Revenue Service has promulgated regulations under Section
817(h) of the Code relating to diversification standards for the investments
underlying a variable annuity contract. The regulations provide that a variable
annuity contract which does not satisfy the diversification standards will not
be treated as an annuity contract, unless the failure to satisfy the regulations
was inadvertent, the failure is corrected, and the Owner or the Company pays an
amount to the Internal Revenue Service. The amount will be based on the tax that
would have been paid by the Owner if the income, for the period the contract was
not diversified, had been received by the Owner. If the failure to diversify is
not corrected in this manner, the Owner of an annuity contract will be deemed
the owner of the underlying securities and will be taxed on the earnings of his
or her account. The Company believes, under its interpretation of the Code and
regulations thereunder, that the investments underlying this Contract meet these
diversification standards.

       Representatives of the Internal Revenue Service have suggested, from time
to time, that the number of underlying Mutual Funds available or the number of
transfer opportunities available under a variable product may be relevant in
determining whether the product qualifies for the desired tax treatment. No
formal guidance has been issued in this area. Should the Secretary of the
Treasury issue additional rules or regulations limiting the number of underlying
Mutual Funds, transfers between underlying Mutual Funds, exchanges of underlying
Mutual Funds or changes in investment objectives of underlying Mutual Funds such
that the Contract would no 



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<PAGE>   39

longer qualify as an annuity under Section 72 of the Code, the Company will take
whatever steps are available to remain in compliance.

CHARGE FOR TAX PROVISIONS

       The Company is no longer required to maintain a capital gain reserve
liability on Non-Qualified Contracts since capital gains attributable to assets
held in the Company's Variable Account for such Contracts are not taxable to the
Company. However, the Company reserves the right to implement and adjust the tax
charge in the future, if the tax laws change.

INDIVIDUAL RETIREMENT ANNUITIES, INDIVIDUAL RETIREMENT ACCOUNTS AND TAX
SHELTERED ANNUITIES

       The Contracts may be used with Individual Retirement Annuities,
Individual Retirement Accounts, Tax Sheltered Annuities and other plans
receiving favorable tax treatment. For information regarding eligibility,
limitations on permissible amounts of Purchase Payments, and tax consequences on
Distribution from such plans, the purchasers of such Contracts should seek
competent advice. The terms of such plans may limit the rights available under
the Contracts.

       The Code permits the rollover of most Distributions from Qualified Plans
to other Qualified Plans, Individual Retirement Accounts, or Individual
Retirement Annuities. Most Distributions from Tax Sheltered Annuities may be
rolled into another Tax Sheltered Annuity, an Individual Retirement Account, or
an Individual Retirement Annuity. Distributions which may not be rolled over 
are those which are:

1.     one of a series of substantially equal annual (or more frequent) payments
       made: (a) over the life (or life expectancy) of the employee, (b) the
       joint lives (or joint life expectancies) of the employee and the
       employee's designated Beneficiary, or (c) for a specified period of ten
       years or more, or

2.     a required minimum Distribution.

       Any Distribution eligible for rollover will be subject to federal tax
withholding at a 20 percent rate unless the Distribution is transferred directly
to an appropriate plan as described above. Owners should consult a financial
consultant to discuss in detail a particular tax situation and the use of the
Contracts.

ADVERTISING

       A "yield" and "effective yield" may be advertised for the Nationwide
Separate Account Trust Money Market Fund Sub-Account. "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 Sub-Account's units. Yield is an annualized figure,
which means that it is assumed that the Sub-Account 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 Securities and Exchange Commission. The effective yield will
be slightly higher than yield due to this compounding effect.

       The Company may also from time to time advertise the performance of the
Sub-Account of the Variable Account relative to the performance of other
variable annuity sub-accounts or underlying mutual funds 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:
precious metals; real estate; stocks and bonds; closed-end funds; CDs; bank
money market deposit accounts and passbook savings; and the Consumer Price
Index.

       The Sub-Accounts of the Variable Account may also be compared to certain
market indexes, which may include, but are not limited to: S&P 500;
Shearson/Lehman Intermediate Government/Corporate Bond Index; Shearson/Lehman
Long-Term Government/Corporate Bond Index; Donoghue Money Fund Average; U.S.
Treasury Note Index; Bank Rate Monitor National Index of 2 Year CD Rates; and
Dow Jones Industrial Average.

       Normally these rankings and ratings are published by independent tracking
services and publications of general interest including, but not limited to:
Lipper Analytical Services, Inc., CDA/ Wiesenberger, Morningstar, 



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<PAGE>   40
Donoghue's; magazines such as Money, Forbes, Kiplinger's Personal Finance
Magazine, Financial World, Consumer Reports, Business Week, Time, Newsweek,
National Underwriter, U.S. News and World Report; rating services such as LIMRA,
Value, Best's Agent Guide, Western Annuity Guide, Comparative Annuity Reports;
and other publications such as the Wall Street Journal, Barron's, Investor's
Daily, and Standard & Poor's Outlook. In addition, Variable Annuity Research &
Data Service (The VARDS Report) is an independent rating service that ranks over
500 variable annuity funds based upon total return performance. These rating
services and publications rank the performance of the underlying Mutual Funds
against all underlying mutual funds over specified periods and against funds in
specified categories. The rankings may or may not include the effects of sales
or other charges.

       The Company is also ranked and rated by independent financial rating
services, among which are Moody's, Standard & Poor's and A.M. Best Company. The
purpose of these ratings is to reflect the financial strength or claims-paying
ability of the Company. The ratings are not intended to reflect the investment
experience or financial strength of the Variable Account. The Company may
advertise these ratings from time to time. In addition, the Company may include
in certain advertisements, endorsements in the form of a list of organizations,
individuals or other parties which recommend the Company or the Contracts.
Furthermore, the Company may occasionally include in advertisements comparisons
of currently taxable and tax deferred investment programs, based on selected tax
brackets, or discussions of alternative investment vehicles and general economic
conditions.

       The Company may from time to time advertise several types of historical
performance for the Sub-Accounts of the Variable Account. The Company may
advertise for the Sub-Accounts standardized "average annual total return",
calculated in a manner prescribed by the Securities and Exchange Commission, and
nonstandardized "total return." "Average annual total return" will show the
percentage rate of return of a hypothetical initial investment of $1,000 for at
least the most recent one, five and ten year period, or for a period covering
the time the underlying Mutual Fund option held in the Sub-Account has been in
existence, if the underlying Mutual Fund option has not been in existence for
one of the prescribed periods. This calculation reflects the deduction of all
applicable charges made to the Contracts except for premium taxes, which may be
imposed by certain states.

       Nonstandardized "total return" will be calculated in a similar manner and
for the same time periods as the average annual total return except total return
will assume an initial investment of $10,000 and will not reflect the deduction
of any applicable Contingent Deferred Sales Charge, which, if reflected, would
decrease the level of performance shown. The Contingent Deferred Sales Charge is
not reflected because the Contracts are designed for long term investment. An
assumed initial investment of $10,000 will be used because that figure more
closely approximates the size of a typical Contract than does the $1,000 figure
used in calculating the standardized average annual total return quotations. The
amount of the hypothetical initial investment assumed affects performance
because the Contract Maintenance Charge is a fixed per Contract charge.

       For those underlying Mutual Fund options which have not been held as
Sub-Accounts within the Variable Account for one of the quoted periods, the
standardized average annual total return and nonstandardized total return
quotations will show the investment performance such underlying Mutual Fund
options would have achieved (reduced by the applicable charges) had they been
held as Sub-Accounts within the Variable Account for the period quoted.

       ALL PERFORMANCE INFORMATION AND COMPARATIVE MATERIAL ADVERTISED BY THE
COMPANY IS HISTORICAL IN NATURE AND IS NOT INTENDED TO REPRESENT OR GUARANTEE
FUTURE RESULTS. A CONTRACT OWNER'S CONTRACT VALUE AT REDEMPTION MAY BE MORE OR
LESS THAN ORIGINAL COST.

       Below are quotations of standardized average annual total return and
non-standardized total return calculated as described above, for each of the
Sub-Accounts available within the Variable Account for which there is
significant investment history. These figures are based upon historical earnings
and are not necessarily representative of future results.


                                       38


                                   40 of 126

<PAGE>   41
<TABLE>
<CAPTION>

                                        UNDERLYING MUTUAL FUND PERFORMANCE SUMMARY

                                              NON-STANDARDIZED TOTAL RETURN

                                          1 Year To        5 Years To     Life of Fund     Date Fund
      SUB-ACCOUNT OPTIONS                  12/31/95         12/31/95       To 12/31/95     Effective

<S>                                         <C>             <C>              <C>           <C>   
Dreyfus Stock Index Fund                    34.87%          14.35%           10.76%        09-29-89

Dreyfus Socially Responsible                32.68%            N/A            17.02%        10-06-93
Growth Fund

Fidelity VIP Fund-Equity-Income             33.21%          19.63%           11.76%        10-09-86
Portfolio

Fidelity VIP Fund-Growth                    33.48%          19.09%           13.23%        10-09-86
Portfolio

Fidelity VIP Fund-High Income               18.92%          17.29%            9.92%*       09-19-85
Portfolio

Fidelity VIP Fund-Overseas                   8.15%           6.62%            5.81%        01-28-87
Portfolio

Fidelity VIP II Fund-Asset                  15.32%          11.18%            9.69%        09-06-89
Manager Portfolio

Fidelity VIP II Fund-Contrafund               N/A             N/A            38.09%        07-01-95
Portfolio

NSAT-Capital Appreciation Fund              27.55%            N/A             9.72%        04-15-92

NSAT-Government. Bond Fund                  17.09%           8.10%            8.05%*       11-08-82

NSAT-Money Market Fund                       4.18%           2.84%            4.39%*       11-10-81

NSAT-Small Company Fund                       N/A             N/A           100.84%        10-23-95

NSAT-Total Return Fund                      27.29%          15.11%           10.88%*       11-08-82

N&B Advisers Management                     29.89%          12.10%           10.44%*       09-10-84
Trust-Growth Portfolio

N&B Advisers Management                      9.39%           5.21%            7.40%*       09-10-84
Trust-Limited Maturity Bond
Portfolio

NB Advisers Management                      34.57%            N/A            15.93%        03-22-94
Trust-Partners Portfolio

Oppenheimer Variable Account                15.36%           8.65%            7.82%*       04-30-85
Funds-Bond Fund

Oppenheimer Variable Account                 0.81%           8.00%            7.83%        11-12-90
Funds-Global Securities Fund

Oppenheimer Variable Account                19.67%          10.49%            9.54%        02-09-87
Funds-Multiple Strategies Fund

Strong Special Fund II, Inc.                24.06%            N/A            17.50%        05-08-92

Strong Variable Insurance                   33.37%            N/A            14.05%        05-08-92
Funds, Inc.-Discovery Fund II,
Inc. 

Strong Variable Insurance                     N/A             N/A            12.43%        10-23-95
Funds, Inc.-International Stock
Fund II

TCI Portfolios, Inc.-                       19.43%            N/A             8.27%        05-01-91
TCI Balanced

TCI Portfolios, Inc.-                       29.27%          13.27%           11.26%        11-20-87
TCI Growth

TCI Portfolios, Inc.-                       10.64%            N/A             2.46%        05-01-94
TCI International

Van Eck Worldwide Insurance                 15.67%           5.45%            5.86%        09-01-89
Trust-Worldwide Bond Fund
</TABLE>




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<PAGE>   42



<TABLE>
<CAPTION>

                                        UNDERLYING MUTUAL FUND PERFORMANCE SUMMARY

                                              NON-STANDARDIZED TOTAL RETURN
                                    1 Year To        5 Years To       Life of Fund       Date Fund
      SUB-ACCOUNT OPTIONS            12/31/95         12/31/95        To 12/31/95        Effective
<S>                                     <C>              <C>              <C>            <C>   
Van Eck Worldwide Insurance             9.44%            8.62%             5.29%         09-01-89
Trust-Gold & Natural Resources
Fund

Van Kampen American Capital             N/A              N/A              15.93%         07-01-95
Life Investment Trust-Real
Estate Securities Fund

Warburg Pincus                          N/A              N/A              13.44%         07-01-95
Trust-International Equity
Portfolio

Warburg Pincus Trust-Small              N/A              N/A              53.85%         07-01-95
Company Growth Portfolio

<FN>

* Represents 10 years to 12/31/95
</TABLE>



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<PAGE>   43



<TABLE>
<CAPTION>

                                         STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

                                              1 Year To       5 Years To     Life of Fund     Date Fund
        SUB-ACCOUNT OPTIONS                    12/31/95       12/31/95       To 12/31/95     Effective
<S>                                            <C>             <C>             <C>           <C>   
Dreyfus Stock Index Fund                       29.47%          14.14%          10.67%        09-29-89

Dreyfus Socially Responsible                   27.28%            N/A           15.35%        10-06-93
Growth Fund

Fidelity VIP Fund-Equity-Income                27.81%          19.45%          11.76%        10-09-86
Portfolio

Fidelity VIP Fund-Growth Portfolio             28.08%          18.91%          13.23%        10-09-86

Fidelity VIP Fund-High Income                  13.52%          17.10%           9.92%*       09-19-85
Portfolio

Fidelity VIP Fund-Overseas                      2.75%           6.34%           5.81%        01-28-87
Portfolio

Fidelity VIP Fund II-Asset                      9.92%          10.95%           9.61%        09-06-89
Manager Portfolio

Fidelity VIP Fund II-Contrafund                  N/A             N/A           31.09%        07-01-95
Portfolio

NSAT-Capital Appreciation Fund                 22.15%            N/A            8.96%        04-15-92

NSAT-Government Bond Fund                      11.69%           7.84%           8.05%*       11-08-82

NSAT-Money Market Fund                         -1.22%           2.52%           4.39%*       11-10-81

NSAT-Small Company Fund                          N/A             N/A           93.84%        10-23-95

NSAT-Total Return Fund                         21.89%          14.90%          10.88%*       11-08-82

N&B Advisers Management                        24.49%          11.87%          10.44%*       09-10-84
Trust-Growth Portfolio

N&B Advisers Management                         3.99%           4.91%           7.40%*       09-10-84
Trust-Limited Mat. Bond Port 

N&B Advisers Management                        29.17%            N/A           13.20%        03-22-94
Trust-Partners Portfolio

Oppenheimer Variable Account                    9.96%           8.39%           7.82%*       04-30-85
Funds-Bond Fund

Oppenheimer Variable Account                   -4.59%           7.74%           7.57%        11-12-90
Funds-Global Securities Fund

Oppenheimer Variable Account                   14.27%          10.25%           9.54%        02-09-87
Funds-Multiple Strategies Fund

Strong Special Fund II, Inc.                   18.66%            N/A           16.85%        05-08-92

Strong Variable Insurance Funds,               27.97%            N/A           13.35%        05-08-92
Inc.-Discovery Fund II, Inc. 

Strong Variable Insurance Funds,                 N/A             N/A            5.43%        10-23-95
Inc.-International Stock Fund II

TCI Portfolios, Inc.-                          14.03%            N/A            7.84%        05-01-91
TCI Balanced

TCI Portfolios, Inc.-                          23.87%          13.05%          11.26%        11-20-87
TCI Growth

TCI Portfolios, Inc.-                           5.24%            N/A           -0.76%        05-01-94
TCI International
</TABLE>



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<PAGE>   44





<TABLE>
<CAPTION>

                                         1 Year To       5 Years To      Life of Fund      Date Fund
        SUB-ACCOUNT OPTIONS              12/31/95         12/31/95       To 12/31/95       Effective
<S>                                       <C>              <C>              <C>             <C>  
Van Eck Worldwide Insurance               10.27%           5.16%            5.75%          09-01-89
Trust-Worldwide Bond Fund

Van Eck Worldwide Insurance                4.04%           8.36%            5.18%          09-01-89
Trust-Gold & Natural Resources Fund

Van Kampen American Capital Life            N/A             N/A             8.93%          07-01-95
Investment Trust-Real Estate
Securities Fund

Warburg Pincus Trust-International          N/A             N/A             6.44%          07-01-95
Equity Portfolio

Warburg Pincus Trust-Small Company          N/A             N/A            46.85%          07-01-95
Growth Portfolio
<FN>

* Represents 10 years to 12/31/95.
</TABLE>

                                LEGAL PROCEEDINGS

       There are no material legal proceedings, other than ordinary routine
litigation incidental to the business to which the Company and the Variable
Account are parties or to which any of their property is the subject.

       The General Distributor, Nationwide Financial Services, Inc., is not
engaged in any litigation of any material nature.

            TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>

                                                                                                                    PAGE

<S>                                                                                                                  <C>
General Information and History.......................................................................................1
Services..............................................................................................................1
Purchase of Securities Being Offered..................................................................................1
Underwriters..........................................................................................................2
Calculations of Performance...........................................................................................2
Underlying Mutual Fund Performance Summary............................................................................3
Annuity Payments......................................................................................................6
Financial Statements..................................................................................................7
</TABLE>




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<PAGE>   45




                                   APPENDIX A

                                  FIXED ACCOUNT

       Purchase Payments under the Fixed Account portion of the Contract and
transfers to the Fixed Account portion become part of the general account of the
Company, which support insurance and annuity obligations. Because of exemptive
and exclusionary provisions, interests in the general account have not been
registered under the Securities Act of 1933 ("1933 Act"), nor is the general
account registered as an investment company under the Investment Company Act of
1940 ("1940 Act"). Accordingly, neither the general account nor any interest
therein are generally subject to the provisions of the 1933 or 1940 Acts, and we
have been advised that the staff of the Securities and Exchange Commission has
not reviewed the disclosures in this prospectus which related to the guaranteed
interest portion. Disclosures regarding the Fixed Account portion of the
Contract and the general account, however, may be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.

                            FIXED ACCOUNT ALLOCATIONS

THE FIXED ACCOUNT

       The Fixed Account is made up of all the general assets of the Company,
other than those in the Variable Account and any other segregated asset account.
Fixed Account Purchase Payments will be allocated to the Fixed Account by
election of the Contract Owner at the time of purchase.

       The Company will invest the assets of the Fixed Account in those assets
chosen by the Company and allowed by applicable law. Investment income from such
Fixed Account assets will be allocated by the Company between itself and the
Contracts participating in the Fixed Account.

       The level of annuity payments made to Annuitants under the Contracts will
not be affected by the mortality experience (death rate) of persons receiving
such payments or of the general population. The Company assumes this "mortality
risk" by virtue of annuity rates incorporated in the Contract which cannot be
changed. In addition, the Company guarantees that it will not increase charges
for maintenance of the Contracts regardless of its actual expenses.

   
       Investment income from the Fixed Account allocated to the Company
includes compensation for mortality and expense risks borne by the Company in
connection with Fixed Account Contracts. The amount of such investment income
allocated to the Contracts will vary from year to year in the sole discretion of
the Company at such rate or rates as the Company prospectively declares from
time to time. Any such rate or rates so determined will remain effective for a
period of not less than twelve months, and remain at such rate unless changed.
However, the Company guarantees that it will credit interest at not less than
3.0% per year (or as otherwise required under state law, or at such minimum rate
as stated in the contract when sold). ANY INTEREST CREDITED TO AMOUNTS ALLOCATED
TO THE FIXED ACCOUNT IN EXCESS OF 3.0% PER YEAR WILL BE DETERMINED IN THE SOLE
DISCRETION OF THE COMPANY. THE CONTRACT OWNER ASSUMES THE RISK THAT INTEREST
CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF
3.0% FOR ANY GIVEN YEAR. New Purchase Payments deposited to the Contract which
are allocated to the Fixed Account may receive a different rate of interest than
money transferred from the Variable Account Sub-Accounts or Guaranteed Term
Options to the Fixed Account and amounts maturing in the Fixed Account at the
expiration of an Interest Rate Guarantee Period.
    

       The Company guarantees that, at any time, 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 the sum of all
administrative charges, any applicable premium taxes, and less any amounts
surrendered. If the Contract Owner effects a surrender, the amount available
from the Fixed Account will be reduced by any applicable Contingent Deferred
Sales Charge (see "Contingent Deferred Sales Charge").

TRANSFERS

   
       Contract Owners may at the maturity of an Interest Rate Guarantee Period,
transfer a portion of the value of the Fixed Account to the Variable Account or
Guaranteed Term Options. The maximum percentage that may be transferred will be
determined by the Company at its sole discretion, but will not be less than 10%
of the 
    




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<PAGE>   46

total value of the portion of the Fixed Account that is maturing and will be
declared upon the expiration date of the then current Interest Rate Guarantee
Period. The Interest Rate Guarantee Period expires on the final day of a
calendar quarter. Transfers must be made within 45 days after the expiration
date of the guarantee period. Owners who have entered into a Dollar Cost
Averaging Agreement with the Company (see "Dollar Cost Averaging") may transfer
from the Fixed Account to the Variable Account under the terms of that
agreement.

                      ANNUITY PAYMENT PERIOD-FIXED ACCOUNT

FIRST AND SUBSEQUENT PAYMENTS

       A Fixed Annuity is an annuity with payments which are guaranteed by the
Company as to dollar amount during the annuity payment period. The first Fixed
Annuity payment will be determined by applying the Fixed Account Contract Value
to the applicable Annuity Table in accordance with the Annuity Payment Option
elected. This will be done at the Annuitization Date on an age last birthday
basis. Fixed Annuity payments after the first will not be less than the first
Fixed Annuity payment.

       The Company does not credit discretionary interest to Fixed Annuity
payments during the annuity payment period for annuity options based on life
contingencies. The Annuitant must rely on the Annuity Tables applicable to the
Contracts to determine the amount of such Fixed Annuity payments.




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<PAGE>   47



                                   APPENDIX B

                      PARTICIPATING UNDERLYING MUTUAL FUNDS

Below are the investment objectives of each underlying Mutual Fund available
through the Variable Account. THERE CAN BE NO ASSURANCE THAT THE INVESTMENT
OBJECTIVES WILL BE ACHIEVED.

DREYFUS STOCK INDEX FUND, INC.

   
       The Dreyfus Stock Index Fund, Inc. is an open-end, non-diversified,
       management investment company. It was incorporated under Maryland law on
       January 24, 1989, and commenced operations on September 29, 1989. The
       Dreyfus Corporation ("Dreyfus") serves as the Fund's manager while Mellon
       Equity Associates, an affiliate of Dreyfus serves as the Fund's index
       manager.

       Investment Objective: 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 is neither sponsored by nor affiliated with
       Standard & Poor's Corporation.
    

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

   
       The Dreyfus Socially Responsible Growth Fund, Inc. is an open-end,
       diversified, management investment company. It was incorporated under
       Maryland law on July 20, 1992, and commenced operations on October 7,
       1993. The Dreyfus Corporation serves as the Fund's investment advisor.
       NCM Capital Management Group, Inc. serves as the Fund's sub-investment
       adviser and provides day-to-day management of the Fund's portfolio.
    

       Investment Objective: The Fund's primary goal is 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.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

       The Fund is an open-end, diversified, management investment company
organized as a Massachusetts business trust on November 13, 1981. The Fund's
shares are purchased by insurance companies to fund benefits under variable
insurance and annuity policies. Fidelity Management & Research Company ("FMR")
is the Fund's manager.

       -EQUITY-INCOME PORTFOLIO

       Investment Objective: To seek reasonable income by investing primarily in
       income-producing equity securities. In choosing these securities FMR also
       will consider the potential for capital appreciation. The Portfolio's
       goal is to achieve a yield which exceeds the composite yield on the
       securities comprising the Standard & Poor's 500 Composite Stock Price
       Index.

       -GROWTH PORTFOLIO

       Investment Objective: Seeks to achieve capital appreciation. This
       Portfolio will invest in the securities of both well-known and
       established companies, and smaller, less well-known companies which may
       have a narrow product line or whose securities are thinly traded. These
       latter securities will often involve greater risk than may be found in
       the ordinary investment security. FMR's analysis and expertise plays an
       integral role in the selection of securities and, therefore, the
       performance of the Portfolio. Many securities which FMR believes would
       have the greatest potential may be regarded as speculative, and
       investment in the Portfolio may involve greater risk than is inherent in
       other underlying mutual funds. It is also important to point out that the
       Portfolio makes most sense for you if you can afford to ride out changes
       in the stock market, because it invests primarily in common stocks. FMR
       also can make temporary investments in securities such as
       investment-grade bonds, high-quality preferred stocks and short-term
       notes, for defensive purposes when it believes market conditions warrant.




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       -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
       Portfolio manager will seek high current income normally by investing the
       Portfolio's assets as follows:

       -      at least 65% in income-producing debt securities and preferred
              stocks, including convertible securities

       -      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.

       - OVERSEAS PORTFOLIO

       Investment Objective: To seek long term growth of capital primarily
       through investments in foreign securities. The Overseas Portfolio
       provides a means for investors to diversify their own portfolios by
       participating in companies and economies outside of the United States.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

       The Variable Insurance Products Fund II is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
March 21, 1988. The Fund's shares are purchased by insurance companies to fund
benefits under variable insurance and annuity policies. Fidelity Management &
Research Company ("FMR") is the Fund's manager.

       -ASSET MANAGER PORTFOLIO

       Investment Objective: To seek high total return with reduced risk over
       the long-term by allocating its assets among domestic and foreign stocks,
       bonds and short-term fixed income instruments.

       -CONTRAFUND PORTFOLIO

       Investment Objective: To seek capital appreciation by investing primarily
       in companies that the Fund manager believes to be undervalued due to an
       overly pessimistic appraisal by the public. This strategy can lead to
       investments in domestic or foreign companies, small and large, many of
       which may not be well known. The Fund primarily invests in common stock
       and securities convertible into common stock, but it has the flexibility
       to invest in any type of security that may produce capital appreciation.

NATIONWIDE SEPARATE ACCOUNT TRUST

       Nationwide Separate Account Trust (the "Trust") is a diversified open-end
management investment company created under the laws of Massachusetts. The Trust
offers shares in the five separate mutual funds listed below, each with its own
investment objectives. Currently, shares of the Trust will be sold only to life
insurance company separate accounts to fund the benefits under variable life
insurance policies or variable annuity contracts issued by life insurance
companies. The assets of the Trust are managed by Nationwide Financial Services,
Inc., One Nationwide Plaza, Columbus, Ohio 43216, a wholly-owned subsidiary of
Nationwide Life Insurance Company.

       -CAPITAL APPRECIATION FUND

       Investment Objective: The Fund is designed for investors who are
       interested in long-term growth. The Fund seeks to meet its objective
       primarily through a diversified portfolio of the common stock of
       companies which the investment manager determines have a
       better-than-average potential for sustained capital growth over the long
       term.





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       -GOVERNMENT BOND FUND

       Investment Objective: To provide as high a level of income as is
       consistent with the preservation of capital. It seeks to achieve its
       objective by investing in a diversified portfolio of securities issued or
       backed by the U.S. Government, its agencies or instrumentalities.

       -MONEY MARKET FUND

       Investment Objective: To seek as high a level of current income as is
       considered consistent with the preservation of capital and liquidity by
       investing primarily in money market instruments.

       -SMALL COMPANY FUND

       Investment Objective: The Fund seeks long-term growth of capital by
       investing primarily in equity securities of domestic and foreign
       companies with market capitalizations of less than $1 billion at the time
       of purchase. Nationwide Financial Services, Inc. ("NFS"), the Fund's
       adviser, has employed a group of sub-advisers, each of which will manage
       a portion of the Fund's portfolio. These sub-advisers are the Dreyfus
       Corporation, Neuberger & Berman, L. P., Pictet International Management
       Limited, Van Eck Associates Corporation, Strong Capital Management, Inc.
       and Warburg Pincus Counsellors, Inc. The sub-advisers were chosen because
       they utilize a number of different investment styles when investing in
       small company stocks. By utilizing a number of investment styles, NFS
       hopes to increase prospects for investment return and to reduce market
       risk and volatility.

       -TOTAL RETURN FUND

       Investment Objective: To obtain a reasonable long-term total return
       (i.e., earnings growth plus potential dividend yield) on invested capital
       from a flexible combination of current return and capital gains through
       investments in common stocks, convertible issues, money market
       instruments and bonds with a primary emphasis on common stocks.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST (FORMERLY "ADVISERS MANAGEMENT
TRUST")

       Neuberger & Berman Advisers Management Trust is an open-end diversified
management investment company established as a Massachusetts business trust on
December 14, 1983. Shares of the Trust are offered in connection with certain
variable annuity contracts and variable life insurance policies issued through
life insurance company separate accounts and are also offered directly to
qualified pension and retirement plans outside of the separate account context.
The investment adviser is Neuberger & Berman Management Incorporated.

       -GROWTH PORTFOLIO

       Investment Objective: The Portfolio seeks capital growth through
       investments in common stocks of companies that the investment adviser
       believes will have above average earnings or otherwise provide investors
       with above average potential for capital appreciation. To maximize this
       potential, the investment adviser may also utilize, from time to time,
       securities convertible into common stocks, warrants and options to
       purchase such stocks.

       -LIMITED MATURITY BOND PORTFOLIO (FORMERLY "BOND PORTFOLIO")

       Investment Objective: To provide the high level of current income,
       consistent with low risk to principal and liquidity. As a secondary
       objective, it also seeks to enhance its total return through capital
       appreciation when market factors, such as falling interest rates and
       rising bond prices, indicate that capital appreciation may be available
       without significant risk to principal. It seeks to achieve its objectives
       through investments in a diversified portfolio of limited maturity debt
       securities.

       -PARTNERS PORTFOLIO

       Investment Objective: To seek capital growth. This Portfolio will seek to
       achieve its objective by investing primarily in the common stock of
       established companies. Its investment program seeks securities believed
       to be undervalued based on fundamentals such as low price-to-earnings
       ratios, consistent cash flows, and support from asset values. The
       objective of the Partners Portfolio is not fundamental and can be changed
       by the Trustees of the Trust without shareholder approval. Shareholders
       will, however, receive at least 30 days prior notice thereof. There is no
       assurance the investment objective will be met.




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<PAGE>   50

OPPENHEIMER VARIABLE ACCOUNT FUNDS

   
       The Oppenheimer Variable Account Funds is an open-end, diversified
management investment company organized as a Massachusetts business trust in
1984. Shares of the Funds are sold only to provide benefits under variable life
insurance policies and variable annuity contracts. OppenheimerFunds, Inc. is the
Funds' investment adviser.
    

       -OPPENHEIMER BOND FUND

       Investment Objective: Primarily to seek a high level of current income
       from investment in high yield fixed-income securities rated "Baa" or
       better by Moody's or "BBB" or better by Standard & Poor's. Secondarily,
       the Fund seeks capital growth when consistent with its primary objective.

       -OPPENHEIMER GLOBAL SECURITIES FUND

       Investment Objective: To seek long-term capital appreciation by investing
       a substantial portion of assets in securities of foreign issuers,
       "growth-type" companies, cyclical industries and special situations which
       are considered to have appreciation possibilities. Current income is not
       an objective. These securities may be considered to be speculative.

       -OPPENHEIMER MULTIPLE STRATEGIES FUND

       Investment Objective: To seek a total investment return (which includes
       current income and capital appreciation in the value of its shares) from
       investments in common stocks and other equity securities, bonds and other
       debt securities, and "money market" securities.

STRONG SPECIAL FUND II, INC.

       The Strong Special Fund II, Inc. is a diversified, open-end management
company commonly called a Mutual Fund. The Special Fund II, Inc. was
incorporated in Wisconsin and may only be purchased by the separate accounts of
insurance companies for the purpose of funding variable annuity contracts and
variable life insurance policies. Strong Capital Management Inc. (the "Advisor")
is the investment advisor for the Fund.

       Investment Objective: To seek capital appreciation through investments in
       a diversified portfolio of equity securities.

STRONG VARIABLE INSURANCE FUNDS, INC.

       Strong Variable Insurance Funds, Inc. ("Corporation") is an open-end
management investment company commonly referred to as a mutual fund.
Incorporated in the State of Wisconsin, the Corporation has been authorized to
issue shares of common stock and series and classes of series of common stock.
The International Stock Fund II and The Strong Discovery Fund II, Inc. ("Funds")
are offered by the Corporation to insurance company separate accounts for the
purpose of funding variable life insurance policies and variable annuity
contracts. Strong Capital Management, Inc. is the investment advisor to the
Funds.

       -DISCOVERY FUND II, INC.

       Investment Objective: To seek maximum capital appreciation through
       investments in a diversified portfolio of securities. The Fund normally
       emphasizes investment in equity securities and may invest up to 100% of
       its total assets in equity securities including common stocks, preferred
       stocks and securities convertible into common or preferred stocks.
       Although the Fund normally emphasizes investment in equity securities,
       the Fund has the flexibility to invest in any type of security that the
       Advisor believes has the potential for capital appreciation including up
       to 100% of its total assets in debt obligations, including intermediate
       to long-term corporate or U.S. government debt securities.

       -INTERNATIONAL STOCK FUND II

       Investment Objective: To seek capital growth by investing primarily in
       the equity securities of issuers located outside the United States.





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<PAGE>   51



TCI PORTFOLIOS, INC., A MEMBER OF THE TWENTIETH CENTURY FAMILY OF MUTUAL FUNDS

       TCI Portfolio, Inc. was organized as a Maryland corporation in 1987. It
is a diversified, open-end management investment company, designed only to
provide investment vehicles for variable annuity and variable life insurance
products of insurance companies. A member of the Twentieth Century Family of
Mutual Funds, TCI Portfolios is managed by Investors Research Corporation.

       -TCI BALANCED

       Investment Objective: Capital growth and current income. The Fund will
       seek to achieve its objective by maintaining approximately 60% of the
       assets of the Fund in common stocks (including securities convertible
       into common stocks and other equity equivalents) that are considered by
       management to have better-than-average prospects for appreciation and
       approximately 40% in fixed income securities. A minimum of 25% of the
       fixed income portion of the Fund will be invested in fixed income senior
       securities. There can be no assurance that the Fund will achieve its
       investment objective.

       -TCI GROWTH

       Investment Objective: Capital growth. The Fund will seek to achieve its
       objective by investing in common stocks (including securities convertible
       into common stocks and other equity equivalents) that meet certain
       fundamental and technical standards of selection and have, in the opinion
       of the Fund's investment manager, better than average potential for
       appreciation. The Fund tries to stay fully invested in such securities,
       regardless of the movement of stock prices generally.

       The Fund may invest in cash and cash equivalents temporarily or when it
       is unable to find common stocks meeting its criteria of selection. It may
       purchase securities only of companies that have a record of at least
       three years continuous operation. There can be no assurance that the Fund
       will achieve its investment objective.

       -TCI INTERNATIONAL

       Investment Objective: To seek capital growth. The Fund will seek to
       achieve its investment objective by investing primarily in securities of
       foreign companies that meet certain fundamental and technical standards
       of selection and, in the opinion of the investment manager, have
       potential for appreciation. Under normal conditions, the Fund will invest
       at least 65% of its assets in common stocks or other equity securities of
       issuers from at least three countries outside the United States.
       Securities of United States issuers may be included in the portfolio from
       time to time. Although the primary investment of the Fund will be common
       stocks (defined to include depository receipts for common stocks), the
       Fund may also invest in other types of securities consistent with the
       Fund's objective. When the manager believes that the total return
       potential of other securities equals or exceeds the potential return of
       common stocks, the Fund may invest up to 35% of its assets in such other
       securities. There can be no assurance that the Fund will achieve its
       objectives.

       (Although the Statement of Additional Information concerning TCI
       Portfolios, Inc. refers to redemptions of securities in kind under
       certain conditions, all surrendering or redeeming Contract Owners will
       receive cash from the Company.)

VAN ECK WORLDWIDE INSURANCE TRUST (FORMERLY "VAN ECK INVESTMENT TRUST")

       Van Eck Worldwide Insurance Trust is an open-end management investment
company organized as a "Business Trust" under the laws of the Commonwealth of
Massachusetts on January 7, 1987. Trust shares are offered only to separate
accounts of various insurance companies to fund the benefits of variable
insurance and annuity policies. The investment adviser and manager is Van Eck
Associates Corporation.

       -WORLDWIDE BOND FUND (FORMERLY "GLOBAL BOND FUND")

       Investment Objective: To seek high total return through a flexible policy
       of investing globally, primarily in debt securities.

       -GOLD AND NATURAL RESOURCES FUND

       Investment Objective: To seek long-term capital appreciation by investing
       in equity and debt securities of companies engaged in the exploration,
       development, production and Distribution of gold and other 


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<PAGE>   52

       natural resources, such as strategic and other metals, minerals, forest
       products, oil, natural gas and coal. Current income is not an objective.

VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST

       The Van Kampen American Capital Life Investment Trust is an open-end
diversified management investment company organized as a Massachusetts business
trust on June 3, 1985. The Trust offers shares in separate funds which are sold
only to insurance companies to provide funding for variable life insurance
policies and variable annuity contracts. Van Kampen American Capital Asset
Management, Inc. serves as the Fund's investment adviser.

       -REAL ESTATE SECURITIES FUND

       Investment Objective: To seek long-term capital growth by investing in a
       portfolio of securities of companies operating in the real estate
       industry ("Real Estate Securities"). Current income is a secondary
       consideration. Real Estate Securities include equity securities,
       including common stocks and convertible securities, as well as
       non-convertible preferred stocks and debt securities of real estate
       industry companies. A "real estate industry company" is a company that
       derives at least 50% of its assets (marked to market), gross income or
       net profits from the ownership, construction, management or sale of
       residential, commercial or industrial real estate. Under normal market
       conditions, at least 65% of the Fund's total assets will be invested in
       Real Estate Securities, primarily equity securities of real estate
       investment trusts. The Fund may invest up to 25% of its total assets in
       securities issued by foreign issuers, some or all of which may also be
       Real Estate Securities. There can be no assurance that the Fund will
       achieve its investment objective.

WARBURG PINCUS TRUST

       The Warburg Pincus Trust ("Trust") is an open-end management investment
company organized in March 1995 as a business trust under the laws of The
Commonwealth of Massachusetts. The Trust offers its shares to insurance
companies for allocation to separate accounts for the purpose of funding
variable annuity and variable life contracts. Trust portfolios are managed by
Warburg, Pincus Counsellors, Inc. ("Counsellors.")

       -INTERNATIONAL EQUITY PORTFOLIO

       Investment Objective: To seek long-term capital appreciation by investing
       primarily in a broadly diversified portfolio of equity securities of
       companies, wherever organized, that in the judgment of "Counsellors" have
       their principal business activities and interests outside the United
       States. The Portfolio will ordinarily invest substantially all of its
       assets, but no less than 65% of its total assets, in common stocks,
       warrants and securities convertible into or exchangeable for common
       stocks. The Portfolio intends to invest principally in the securities of
       financially strong companies with opportunities for growth within growing
       international economies and markets through increased earning power and
       improved utilization or recognition of assets.

       -SMALL COMPANY GROWTH PORTFOLIO

       Investment Objective: To seek capital growth by investing in a portfolio
       of equity securities of small-sized domestic companies. The Portfolio
       ordinarily will invest at least 65% of its total assets in common stocks
       or warrants of small-sized companies (i.e., companies having stock market
       capitalizations of between $25 million and $1 billion at the time of
       purchase) that represent attractive opportunities for capital growth. The
       Portfolio intends to invest primarily in companies whose securities are
       traded on domestic stock exchanges or in the over-the-counter market. The
       Portfolio's investments will be made on the basis of their equity
       characteristics and securities ratings generally will not be a factor in
       the selection process.





                                       50

                                   52 of 126
<PAGE>   53
                       STATEMENT OF ADDITIONAL INFORMATION
   
                                 AUGUST 1, 1996
    
 INDIVIDUAL MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS ISSUED 
                    BY THE NATIONWIDE VARIABLE ACCOUNT-II
                     OF NATIONWIDE LIFE INSURANCE COMPANY

   
       This Statement of Additional Information is not a prospectus. It contains
information in addition to and more detailed than set forth in the prospectus
and should be read in conjunction with the prospectus dated August 1, 1996. The
prospectus may be obtained from Nationwide Life Insurance Company by writing
P.O. Box 16609, Columbus, Ohio 43216-6609, or calling 1-800-848-6331, TDD
1-800-238-3035.
    

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                    PAGE

<S>                                                                                                                  <C>
General Information and History.......................................................................................1
Services..............................................................................................................1
Purchase of Securities Being Offered..................................................................................1
Underwriters..........................................................................................................2
Calculations of Performance...........................................................................................2
Underlying Mutual Fund Performance Summary............................................................................3
Annuity Payments......................................................................................................6
Financial Statements..................................................................................................7
</TABLE>

GENERAL INFORMATION AND HISTORY

       The Nationwide Variable Account-II is a separate investment account of
Nationwide Life Insurance Company ("Company"). The Nationwide Variable
Account-II was formerly known as the "Nationwide Spectrum Variable Account." The
Company is a member of the Nationwide Insurance Enterprise and all of the
Company's common stock is owned by Nationwide Corporation. Nationwide
Corporation is a holding company. All of its common stock is held by Nationwide
Mutual Insurance Company (95.3%) and Nationwide Mutual Fire Insurance Company
(4.7%).

SERVICES

       The Company, which has responsibility for administration of the Contracts
and the Variable Account, maintains records of the name, address, taxpayer
identification number, and other pertinent information for each Contract Owner
and the number and type of Contract issued to each such Contract Owner and
records with respect to the Contract Value of each Contract.

       The Custodian of the assets of the Variable Account is the Company. The
Company will maintain a record of all purchases and redemptions of shares of the
underlying Mutual Funds. The Company, or affiliates of the Company may have
entered into agreements with either the investment adviser or distributor for
several of the underlying Mutual Funds. The agreements relate to administrative
services furnished by the Company or an affiliate of the Company and provide for
an annual fee based on the average aggregate net assets of the Variable Account
(and other separate accounts of the Company or life insurance company
subsidiaries of the Company) invested in particular underlying Mutual Funds.
These fees in no way affect the net asset value of the underlying Mutual Funds
or fees paid by the Contract Owner.

       The financial statements and schedules have been included herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, Two Nationwide Plaza, Columbus, Ohio 43215, and upon the authority
of said firm as experts in accounting and auditing.

PURCHASE OF SECURITIES BEING OFFERED

       The Contracts will be sold by licensed insurance agents in the states
where the Contracts may be lawfully sold. Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
("NASD").




                                       1


                                   53 of 126
<PAGE>   54

       The Contract Owner may transfer up to 100% of the Contract Value from the
Variable Account to the Fixed Account. However, the Company, at its sole
discretion, reserves the right to limit such transfers to 25% of the Contract
Value for any 12 month period. Contract Owners may at the maturity of an
Interest Rate Guarantee Period transfer a portion of the Contract Value of the
Fixed Account to the Variable Account. Such portion will be determined by the
Company at its sole discretion (but will not be less than 10% of the total value
of the portion of the Fixed Account that is maturing), and will be declared upon
the expiration date of the then current Interest Rate Guarantee Period. The
Interest Rate Guarantee Period expires on the final day of a calendar quarter.
Transfers under this provision must be made within 45 days after the termination
date of the guarantee period. Owners who have entered into a Dollar Cost
Averaging agreement with the Company may transfer from the Fixed Account under
the terms of that agreement.

       Transfers from the Fixed and Variable Accounts may not be made prior to
the first Contract Anniversary. Transfers from the Fixed Account may not be made
within 12 months of any prior Transfer. Transfers must also be made prior to the
Annuitization Date.

UNDERWRITERS

       The Contracts, which are offered continuously, are distributed by
Nationwide Financial Services, Inc. ("NFS"), One Nationwide Plaza, Columbus,
Ohio 43216, a wholly owned subsidiary of the Company. During the fiscal years
ended December 31, 1995, 1994 and 1993, no underwriting commissions were paid by
the Company to NFS.

CALCULATIONS OF PERFORMANCE

       Any current yield quotations of the Nationwide Separate Account Trust
Money Market Fund Sub-Account, subject to Rule 482 of the Securities Act of
1933, shall consist of a seven calendar day historical yield, carried at least
to the nearest hundredth of a percent. The yield shall be calculated by
determining the net change, exclusive of capital changes, in the value of
hypothetical pre-existing account having a balance of one accumulation unit at
the beginning of the base period, subtracting a hypothetical charge reflecting
deductions from Contract Owner accounts, and dividing the net change in account
value by the value of the account at the beginning of the period to obtain a
base period return, and multiplying the base period return by (365/7) or (366/7)
in a leap year. As of December 31, 1995, the Nationwide Separate Account Trust
Money Market Fund Sub-Account's seven-day current unit value yield was 3.68%.
The Nationwide Separate Account Trust Money Market Fund Sub-Account's effective
yield is computed similarly but includes the effect of assumed compounding on an
annualized basis of the current unit value yield quotations of the Nationwide
Separate Account Trust Money Market Fund, and for the period ending December 31,
1995 was 3.75%.

       The Nationwide Separate Account Trust Money Market Fund Sub-Account's
yield and effective yield will fluctuate daily. Actual yields will depend on
factors such as the type of instruments in the Nationwide Separate Account Trust
Money Market Fund's portfolio, portfolio quality and average maturity, changes
in interest rates, and the Fund's expenses. Although the Sub-Account determines
its yield on the basis of a seven calendar day period, it may use a different
time period on occasion. The yield quotes may reflect the expense limitation
described "Investment Manager and Other Services" in the Fund's Statement of
Additional Information. There is no assurance that the yields quoted on any
given occasion will remain in effect for any period of time and there is no
guarantee that the net asset values will remain constant. It should be noted
that a Contract Owner's investment in the Nationwide Separate Account Trust
Money Market Fund Sub-Account is not guaranteed or insured. Yield of other money
market funds may not be comparable if a different base period or another method
of calculation is used.

       All performance advertising shall also include quotations of standardized
average annual total return, calculated in accordance with a standard method
prescribed by rules of the Securities and Exchange Commission, to facilitate
comparison with standardized Average annual total return advertised for a
specific period is found by first taking a hypothetical $1,000 investment in
each of the Sub-Accounts' units on the first day of the period at the offering
price, which is the Accumulation Unit Value per unit ("initial investment") and
computing the ending redeemable value ("redeemable value") of that investment at
the end of the period. The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. Standardized average annual total return 




                                       2


                                   54 of 126
<PAGE>   55

reflects the deduction of a 1.40% Mortality, Expense Risk and Administration
Charge. The redeemable value also reflects the effect of any applicable
Contingent Deferred Sales Charge that may be imposed at the end of the period
(see "Contingent Deferred Sales Charge" located in the prospectus). No deduction
is made for premium taxes which may be assessed by certain states.
Nonstandardized total return may also be advertised, and is calculated in a
manner similar to standardized average annual total return except the
nonstandardized total return is based on a hypothetical initial investment of
$25,000 and does not reflect the deduction of any applicable Contingent Deferred
Sales Charge. Reflecting the Contingent Deferred Sales Charge would decrease the
level of the performance advertised. The Contingent Deferred Sales Charge is not
reflected because the Contract is designed for long term investment. An assumed
initial investment of $25,000 will be used because that figure more closely
approximates the size of a typical Contract than does the $1,000 figure used in
calculating the standardized average annual total return quotations.

       The standardized average annual total return and nonstandardized total
return quotations will be current to the last day of the calendar quarter
preceding the date on which an advertisement is submitted for publication. Both
the standardized average annual return and the nonstandardized total return will
be based on rolling calendar quarters and will cover periods of one, five, and
ten years, or a period covering the time the underlying Mutual Fund option held
in the Sub-Account has been in existence, if the underlying Mutual Fund option
has not been in existence for one of the prescribed periods. For those
underlying Mutual Fund options which have not been held as Sub-Accounts within
the Variable Account for one of the quoted periods, the standardized average
annual total return and nonstandardized total return quotations will show the
investment performance such underlying Mutual Fund options would have achieved
(reduced by the applicable charges) had they been held as Sub-Accounts within
the Variable Account for the period quoted.

       Quotations of standardized average annual total return and
non-standardized total return are based upon historical earnings and will
fluctuate. Any quotation of performance, therefore, would not be considered a
guarantee of future performance. Factors affecting a Sub-Account's performance
include general market conditions, operating expenses and investment management.
A Contract Owner's account when redeemed may be more or less than original cost.

       Below are quotations of standardized average annual total return and
nonstandardized total return calculated as described above, for each of the
Sub-Accounts available within the Variable Account.
<TABLE>
<CAPTION>

                                        UNDERLYING MUTUAL FUND PERFORMANCE SUMMARY
                                       NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

                                        1 Year To       5 Years To      Life of Fund     Date Fund
      SUB-ACCOUNT OPTIONS               12/31/95        12/31/95        To 12/31/95      Effective

<S>                                       <C>             <C>              <C>            <C>  
Dreyfus Stock Index Fund                  34.87%          14.35%           10.76%        09-29-89

Dreyfus Socially Responsible              32.68%            N/A            17.02%        10-06-93
Growth Fund

Fidelity VIP                              33.21%          19.63%           11.76%        10-09-86
Fund-Equity-Income Portfolio

Fidelity VIP Fund-Growth                  33.48%          19.09%           13.23%        10-09-86
Portfolio

Fidelity VIP Fund-High Income             18.92%          17.29%            9.92%*       09-19-85
Portfolio

Fidelity VIP Fund-Overseas                 8.15%           6.62%            5.81%        01-28-87
Portfolio

Fidelity VIP Fund II-Asset                15.32%          11.18%            9.69%        09-06-89
Manager Portfolio

Fidelity VIP Fund II-                       N/A             N/A            38.09%        10-23-95
Contrafund Portfolio

NSAT-Capital Appreciation Fund            27.55%            N/A             9.72%        04-15-92

NSAT-Government Bond Fund                 17.09%           8.10%            8.05%*       11-08-82

NSAT-Money Market Fund                     4.18%           2.84%            4.39%*       11-10-81

</TABLE>


                                       3

                                   55 of 126
<PAGE>   56


<TABLE>
<CAPTION>


<S>                                       <C>             <C>              <C>           <C>   
NSAT-Small Company Fund                     N/A             N/A           100.84%        10-23-95

NSAT-Total Return Fund                    27.29%          15.11%           10.88%*       11-08-82

N&B Advisers Management                   29.89%          12.10%           10.44%*       09-10-84
Trust-Growth Portfolio

N&B Advisers Management                    9.39%           5.21%            7.40%*       09-10-84
Trust-Limited Maturity Bond
Portfolio

N&B Advisers Management                   34.57%            N/A            15.93%        03-22-94
Trust-Partners Portfolio

Oppenheimer Variable Account              15.36%           8.65%            7.82%*       04-30-85
Funds-Bond Fund

Oppenheimer Variable Account               0.81%           8.00%            7.83%        11-12-90
Funds-Global Securities Fund

Oppenheimer Variable Account              19.67%          10.49%            9.54%        02-09-87
Funds-Multiple Strategies Fund

Strong Special Fund II, Inc.              24.06%            N/A            17.50%        05-08-92

Strong Variable Insurance                 33.37%            N/A            14.05%        05-08-92
Funds, Inc.-Discovery Fund II,
Inc. 

Strong Variable Insurance                   N/A             N/A            12.43%        10-23-95
Funds, Inc.-International
Stock Fund II

TCI Portfolios, Inc.-                     19.43%            N/A             8.27%        05-01-91
TCI Balanced

TCI Portfolios, Inc.-                     29.27%          13.27%           11.26%        11-20-87
TCI Growth

TCI Portfolios, Inc.-                     10.64%            N/A             2.46%        05-01-94
TCI International

Van Eck Worldwide Insurance               15.67%           5.45%            5.86%        09-01-89
Trust-Worldwide Bond Fund

Van Eck Worldwide Insurance                9.44%           8.62%            5.29%        09-01-89
Trust-Gold & Natural Resources
Fund

Van Kampen American Capital                 N/A             N/A            15.93%        07-01-95
Life Investment Trust-Real
Estate Securities Fund

Warburg Pincus                              N/A             N/A            13.44%        07-01-95
Trust-International Equity
Portfolio

Warburg Pincus Trust-Small                  N/A             N/A            53.85%        07-01-95
Company Growth Portfolio
<FN>
*Represents 10 years to 12/31/95 
</TABLE>

                                       4

                                   56 of 126
<PAGE>   57



<TABLE>
<CAPTION>

                                         STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

                                       1 Year To      5 Years To    Life of Fund     Date Fund
      SUB-ACCOUNT OPTIONS              12/31/95       12/31/95      To 12/31/95      Effective
<S>                                     <C>             <C>             <C>           <C>  
Dreyfus Stock Index Fund                29.47%          14.14%          10.67%        09-29-89

Dreyfus Socially Responsible            27.28%            N/A           15.35%        10-06-93
Growth Fund

Fidelity VIP Fund-Equity                27.81%          19.45%          11.76%        10-09-86
Income Portfolio

Fidelity VIP Fund-Growth                28.08%          18.91%          13.23%        10-09-86
Portfolio

Fidelity VIP Fund-High Income           13.52%          17.10%           9.92%*       09-19-85
Portfolio

Fidelity VIP Fund-Overseas               2.75%           6.34%           5.81%        01-28-87
Portfolio

Fidelity VIP Fund II-Asset               9.92%          10.95%           9.61%        09-06-89
Manager Portfolio

Fidelity VIP Fund                         N/A             N/A           31.09%        07-01-95
II-Contrafund Portfolio

NSAT-Capital Appreciation Fund          22.15%            N/A            8.96%        04-15-92

NSAT-Government Bond Fund               11.69%           7.84%           8.05%*       11-08-82

NSAT-Money Market Fund                  -1.22%           2.52%           4.39%*       11-10-81

NSAT-Small Company Fund                   N/A             N/A           93.84%        10-23-95

NSAT-Total Return Fund                  21.89%          14.90%          10.88%*       11-08-82

N&B Advisers Management                 24.49%          11.87%          10.44%*       09-10-84
Trust-Growth Portfolio

N&B Advisers Management                  3.99%           4.91%           7.40%*       09-10-84
Trust-Limited Maturity Bond
Portfolio

N&B Advisers Management                 29.17%            N/A           13.20%        03-22-94
Trust-Partners Portfolio

Oppenheimer Variable Account             9.96%           8.39%           7.82%*       04-30-85
Funds-Bond Fund

Oppenheimer Variable Account            -4.59%           7.74%           7.57%        11-12-90
Funds-Global Securities Fund

Oppenheimer Variable Account            14.27%          10.25%           9.54%        02-09-87
Funds-Multiple Strategies Fund

Strong Special Fund II, Inc.            18.66%            N/A           16.85%        05-08-92

Strong Variable Insurance               27.97%            N/A           13.35%        05-08-92
Funds, Inc.-Discovery Fund, Inc 

Strong Variable Insurance                 N/A             N/A            5.43%        10-23-95
Funds, Inc.-International
Stock Fund II

TCI Portfolios, Inc.-                   14.03%            N/A            7.84%        05-01-91
TCI Balanced

TCI Portfolios, Inc.-                   23.87%          13.05%          11.26%        11-20-87
TCI Growth
</TABLE>

                                       5

                                   57 of 126


<PAGE>   58

<TABLE>
<CAPTION>

<S>                                     <C>              <C>             <C>          <C>  
TCI Portfolios, Inc.-                    5.24%            N/A           -0.76%       05-01-94
TCI International

Van Eck Worldwide Insurance             10.27%           5.16%           5.75%       09-01-89
Trust-Worldwide Bond Fund

Van Eck Worldwide Insurance              4.04%           8.36%           5.18%       09-01-89
Trust-
Gold & Natural Resources Fund

Van Kampen American Capital               N/A             N/A            8.93%       07-01-95
Life Investment Trust-Real
Estate Securities Fund

Warburg Pincus                            N/A             N/A            6.44%       07-01-95
Trust-International Equity
Portfolio

Warburg Pincus Trust-Small                N/A             N/A           46.85%       07-01-95
Company Growth Portfolio
<FN>
*Represents 10 years to 12/31/95 
</TABLE>

ANNUITY PAYMENTS

     See "Frequency and Amount of Annuity payments" located in the prospectus.


                                       6


                                   58 of 126
<PAGE>   59

<PAGE>   1
                          Independent Auditors' Report


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

      We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide Variable Account-II as of December 31,
1995, and the related statements of operations and changes in contract owners'
equity and schedules of changes in unit value for each of the years in the three
year period then ended. These financial statements and schedules of changes in
unit value are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules of changes in unit value 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 and schedules of
changes in unit value 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, 1995, by correspondence with the custodian and 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 and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of Nationwide Variable Account-II as of December 31, 1995, and the
results of its operations and its changes in contract owners' equity and the
schedules of changes in unit value for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.


                                                           KPMG Peat Marwick LLP


Columbus, Ohio
February 6, 1996


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

<PAGE>   2
                        NATIONWIDE VARIABLE ACCOUNT - II
          STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
                               DECEMBER 31, 1995



<TABLE>
<S>                                                                          <C>           
ASSETS:
  Investments at market value:
     American VI Series - Growth Fund (AVISGro)
         623,618 shares (cost $17,102,560) .............................     $   23,585,245

     American VI Series - High-Yield Bond Fund (AVISHiYld)
         209,306 shares (cost $2,846,218) ..............................          2,911,446

     American VI Series - U.S. Government/AAA-Rated
     Securities Fund (AVISGvt)
         873,261 shares (cost $9,829,632) ..............................         10,016,309

     The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
         1,283,878 shares (cost $19,489,630) ...........................         22,223,921

     Dreyfus Stock Index Fund (DryStkIx)
         8,082,567 shares (cost $126,497,616) ..........................        139,020,158

     Fidelity VIP - Equity-Income Portfolio (FidEqInc)
         70,933,143 shares (cost $1,121,753,271) .......................      1,366,881,661

     Fidelity VIP - Growth Portfolio (FidGro)
         41,657,161 shares (cost $1,007,914,736) .......................      1,216,389,107

     Fidelity VIP - High Income Portfolio (FidHiInc)
         35,625,333 shares (cost $396,271,298) .........................        429,285,265

     Fidelity VIP - Overseas Portfolio (FidOSeas)
         30,101,938 shares (cost $483,895,870) .........................        513,238,037

     Fidelity VIP-II - Asset Manager Portfolio (FidAsMgr)
         53,135,805 shares (cost $754,251,432) .........................        839,014,368

     Fidelity VIP-II - Contrafund Portfolio (FidContP)
         8,756,011 shares (cost $119,727,547) ..........................        120,657,834

     Nationwide SAT - Capital Appreciation Fund (NWCapApp)
         2,445,307 shares (cost $29,478,590) ...........................         32,962,742

     Nationwide SAT - Government Bond Fund (NWGvtBd)
         22,840,938 shares (cost $250,126,269) .........................        259,473,061

     Nationwide SAT - Money Market Fund (NWMyMkt)
         645,520,465 shares (cost $645,520,465) ........................        645,520,465

     Nationwide SAT - Small Company Fund (NWSmCoFd)
         1,101,835 shares (cost $11,998,226) ...........................         12,582,961

     Nationwide SAT - Total Return Fund (NWTotRet)
         30,093,969 shares (cost $308,837,627) .........................        347,284,398

     Neuberger & Berman - Growth Portfolio (NBGro)
         14,090,647 shares (cost $320,541,062) .........................        364,384,131

     Neuberger & Berman - Limited Maturity Bond Portfolio (NBLtdMat)   
         12,726,836 shares (cost $181,308,175) .........................        187,211,761

     Neuberger & Berman - Partners Portfolio (NBPart)
         7,301,731 shares (cost $87,389,993) ...........................         96,601,896

     Oppenheimer - Bond Fund (OppBdFd)
         12,804,993 shares (cost $146,405,041) .........................        151,611,114
</TABLE>



<PAGE>   3
<TABLE>
<S>                                                                                <C>           
     Oppenheimer - Global Securities Fund (OppGlSec)
         13,111,179 shares (cost $203,180,884) ................................       196,667,679

     Oppenheimer - Multiple Strategies Fund (OppMult)
         11,577,330 shares (cost $155,408,345) ................................       168,450,154

     Strong VIP - Strong Discovery Fund II, Inc. (StDisc2)
         17,003,436 shares (cost $198,646,115) ................................       228,526,175

     Strong VIP - Strong International Stock Fund II, Inc. (StIntStk2)
         244,173 shares (cost $2,469,688) .....................................         2,495,453

     Strong VIP - Strong Special Fund II, Inc. (StSpec2)
         25,493,567 shares (cost $377,099,377) ................................       434,410,378

     TCI Portfolios - TCI Balanced (TCIBal)
         12,691,118 shares (cost $77,814,222) .................................        89,345,470

     TCI Portfolios - TCI Growth (TCIGro)
         41,306,546 shares (cost $402,345,402) ................................       498,156,942

     TCI Portfolios - TCI International (TCIInt)
         9,214,985 shares (cost $46,379,231) ..................................        49,115,872

     Van Eck - Gold and Natural Resources Fund (VEGoldNR)
         8,270,057 shares (cost $115,551,771) .................................       119,254,224

     Van Eck - Worldwide Bond Fund (VEWrldBd)
         9,525,862 shares (cost $104,143,426) .................................       106,118,098

     Van Kampen American Capital - Real Estate Securities Fund (VKACRESec)
         674,076 shares (cost $7,031,745) .....................................         7,239,575

     Warburg Pincus - International Equity Portfolio (WPIntEq)
         5,874,837 shares (cost $61,513,027) ..................................        62,567,014

     Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)
         7,488,672 shares (cost $84,455,241) ..................................        93,683,286
                                                                                   --------------
         Total assets .........................................................     8,836,886,200

ACCOUNTS PAYABLE ..............................................................         1,990,179
                                                                                   --------------
CONTRACT OWNERS' EQUITY (NOTE 4) ..............................................    $8,834,896,021
                                                                                   ==============
</TABLE>




See accompanying notes to financial statements.



<PAGE>   4
                        NATIONWIDE VARIABLE ACCOUNT - II
        STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                                                            1995                   1994                   1993
                                                                            ----                   ----                   ----
<S>                                                                   <C>                  <C>                    <C>          
INVESTMENT ACTIVITY:
     Reinvested capital gains and dividends .................         $   255,746,278            219,361,059             87,058,811
                                                                      ---------------          -------------          -------------

     Gain (loss) on investments:
          Proceeds from redemptions of mutual fund shares ...           2,702,034,116          2,081,239,624          1,118,924,497
          Cost of mutual fund shares sold ...................          (2,527,741,633)        (1,966,796,733)        (1,023,878,546)
                                                                      ---------------          -------------          -------------
          Realized gain (loss) on investments ...............             174,292,483            114,442,891             95,045,951
          Change in unrealized gain (loss) on investments ...             974,875,269           (372,586,662)           239,514,450
                                                                      ---------------          -------------          -------------
               Net gain (loss) on investments ...............           1,149,167,752           (258,143,771)           334,560,401
                                                                      ---------------          -------------          -------------
                    Net investment activity .................           1,404,914,030            (38,782,712)           421,619,212
                                                                      ---------------          -------------          -------------

EQUITY TRANSACTIONS:
     Purchase payments received from contract owners ........           2,272,793,729          2,110,347,434          1,441,981,228
     Redemptions ............................................            (445,809,864)          (229,544,830)          (142,035,153)
     Annuity benefits .......................................                (401,351)              (155,993)              (112,491)
     Adjustments to maintain reserves .......................                (180,793)                29,075                (21,397)
                                                                      ---------------          -------------          -------------
                    Net equity transactions .................           1,826,401,721          1,880,675,686          1,299,812,187
                                                                      ---------------          -------------          -------------

EXPENSES (NOTE 2):
     Contract charges .......................................             (99,429,327)           (67,631,096)           (42,061,726)
     Contingent deferred sales charges ......................              (7,795,056)            (4,253,379)            (2,613,738)
                                                                      ---------------          -------------          -------------
                    Total expenses ..........................            (107,224,383)           (71,884,475)           (44,675,464)
                                                                      ---------------          -------------          -------------

NET CHANGE IN CONTRACT OWNERS' EQUITY .......................           3,124,091,368          1,770,008,499          1,676,755,935
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD .................           5,710,804,653          3,940,796,154          2,264,040,219
                                                                      ---------------          -------------          -------------
CONTRACT OWNERS' EQUITY END OF PERIOD .......................         $ 8,834,896,021          5,710,804,653          3,940,796,154
                                                                      ===============          =============          =============
</TABLE>





See accompanying notes to financial statements.



<PAGE>   5
                        NATIONWIDE VARIABLE ACCOUNT - II
                         NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1995, 1994 AND 1993

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  Organization and Nature of Operations

       The Nationwide Variable Account-II (the Account) was established pursuant
to a resolution of the Board of Directors of Nationwide Life Insurance Company
(the Company) on October 7, 1981. The Account has been registered as a unit
investment trust under the Investment Company Act of 1940.

       The Company offers tax qualified and non-tax qualified Individual
Deferred Variable Annuity Contracts, and Individual Modified Single Premium
Deferred Variable Annuity Contracts through the Account. The primary
distribution for the contracts is through the brokerage community; however,
other distributors are 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 expenses.

       With certain exceptions, contract owners in either the accumulation or
the payout phase may invest in the following:

       Funds of the American Variable Insurance Series (American VI Series)
(available only for contracts issued on or after May 1, 1987 and before
September 1, 1989);

          American VI Series - Growth Fund (AVISGro)

          American VI Series - High-Yield Bond Fund (AVISHiYld)

          American VI Series - U.S. Government/AAA-Rated Securities Fund
          (AVISGvt)

       The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)

       Dreyfus Stock Index Fund (DryStkIx)(formerly Dreyfus Life and Annuity
       Index Fund, Inc. (DLAI))

       Portfolios of the Fidelity Variable Insurance Products Fund (Fidelity
       VIP);

          Fidelity VIP - Equity-Income Portfolio (FidEqInc)

          Fidelity VIP - Growth Portfolio (FidGro)

          Fidelity VIP - High Income Portfolio (FidHiInc)

          Fidelity VIP - Overseas Portfolio (FidOSeas)

       Portfolio of the Fidelity Variable Insurance Products Fund II (Fidelity
       VIP- II);

          Fidelity VIP-II - Asset Manager Portfolio (FidAsMgr)

          Fidelity VIP-II - Contrafund Portfolio (FidContP)

       Funds of the Nationwide Separate Account Trust (Nationwide SAT) (managed
       for a fee by an affiliated investment advisor);

          Nationwide SAT - Capital Appreciation Fund (NWCapApp)

          Nationwide SAT - Government Bond Fund (NWGvtBd)

          Nationwide SAT - Money Market Fund (NWMyMkt)

          Nationwide SAT - Small Company Fund (NWSmCoFd)

          Nationwide SAT - Total Return Fund (NWTotRet)

       Portfolios of the Neuberger & Berman Advisers Management Trust (Neuberger
       & Berman);

          Neuberger & Berman - Growth Portfolio (NBGro)

          Neuberger & Berman - Limited Maturity Bond Portfolio (NBLtdMat)

          Neuberger & Berman - Partners Portfolio (NBPart)

       Funds of the Oppenheimer Variable Account Funds (Oppenheimer); 

          Oppenheimer - Bond Fund (OppBdFd)

          Oppenheimer - Global Securities Fund (OppGlSec)

          Oppenheimer - Multiple Strategies Fund (OppMult)


<PAGE>   6
       Funds of the Strong Variable Insurance Products Funds (Strong VIP);

          Strong VIP - Strong Discovery Fund II, Inc. (StDisc2)

          Strong VIP - Strong International Stock Fund II, Inc. (StIntStk2)

          Strong VIP - Strong Special Fund II, Inc. (StSpec2)

       Portfolios of the TCI Portfolios, Inc. (TCI Portfolios);

          TCI Portfolios - TCI Balanced (TCIBal)

          TCI Portfolios - TCI Growth (TCIGro)

          TCI Portfolios - TCI International (TCIInt)

       Funds of the Van Eck Worldwide Insurance Trust (Van Eck) (formerly Van
       Eck Investment Trust);

          Van Eck - Gold and Natural Resources Fund (VEGoldNR)

          Van Eck - Worldwide Bond Fund (VEWrldBd)

             (formerly Van Eck - Global Bond Fund (VEGlobBd))

       Fund of the Van Kampen American Capital Life Investment Trust (Van
       Kampen American Capital);

          Van Kampen American Capital - Real Estate Securities Fund (VKACRESec)

       Portfolios of the Warburg Pincus Trust (Warburg Pincus);

          Warburg Pincus - International Equity Portfolio (WPIntEq)

          Warburg Pincus - Small Company Growth Portfolio (WPSmCoGr)

       At December 31, 1995, contract owners have invested in all of the above
funds. 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.

     (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, 1995. The cost of investments sold is
determined on a 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 December 15, 1988, 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 December 15, 1988, 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.

<PAGE>   7
       The following administrative charges are deducted by the Company: (a) for
The BEST OF AMERICA(R) contracts an annual contract maintenance charge of $30,
with certain exceptions, which is satisfied by surrendering units; and (b) for
The BEST OF AMERICA(R) contracts issued prior to December 15, 1988, 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 The BEST OF
AMERICA(R) contracts issued on or after December 15, 1988, 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; for The BEST OF AMERICA(R) America's Vision Annuity contracts, 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 0.15%, respectively; and for The BEST OF AMERICA(R) Nationwide
Insurance Enterprise Annuity contracts, a mortality risk charge assessed through
the daily unit value calculation equal to an annual rate of 0.80%.

(3)  SCHEDULE I

       Schedule I presents the components of the change in the unit values,
which are the basis for contract owners' equity. This schedule is presented for
each series, as applicable, in the following format:

          - Beginning unit value - Jan. 1

          - Reinvested capital gains and dividends

            (This amount reflects the increase in the unit value due to capital
            gains and dividend distributions from the underlying mutual funds.)

          - Unrealized gain (loss)

            (This amount reflects the increase (decrease) in the unit value
            resulting from the market appreciation (depreciation) of the
            underlying mutual funds.)

          - Contract charges

            (This amount reflects the decrease in the unit value due to the
            mortality risk charge, an expense risk charge and an administration
            charge discussed in note 2.)

          - Ending unit value - Dec. 31

          - Percentage increase (decrease) in unit value.

       For contracts in the payout phase, an assumed investment return of 3.5%,
used in the calculation of the annuity benefit payment amount, results in a
corresponding reduction in the components of the unit values as shown in
Schedule I.




<PAGE>   8
(4)  COMPONENTS OF CONTRACT OWNERS' EQUITY

       The following is a summary of contract owners' equity at December 31,
1995, for each series, in both the accumulation and payout phases.

<TABLE>
<CAPTION>
Contract owners' equity represented by:                                UNITS       UNIT VALUE
                                                                       -----       ----------
<S>                                                                    <C>         <C>             <C>    
  Contracts in accumulation phase:
     The BEST OF AMERICA(R) Nationwide Insurance
     Enterprise Annuity contracts:
       The Dreyfus Socially Responsible Growth Fund, Inc.:
          Tax qualified ........................................          806      $10.330490      $  8,326
          Non-tax qualified ....................................          232       10.330490         2,397
       Dreyfus Stock Index Fund:                                         
          Tax qualified ........................................          750       10.575706         7,932
       Fidelity VIP - Equity-Income Portfolio:           
          Tax qualified ........................................        2,701       10.729806        28,981
          Non-tax qualified ....................................          920       10.729806         9,871
       Fidelity VIP - Growth Portfolio:                                 
          Tax qualified ........................................        5,324        9.643317        51,341
          Non-tax qualified ....................................        4,256        9.643317        41,042
       Fidelity VIP - High Income Portfolio:
          Tax qualified ........................................          806       10.155366         8,185
          Non-tax qualified ....................................          525       10.155366         5,332
       Fidelity VIP - Overseas Portfolio:                              
          Tax qualified ........................................          111       10.484931         1,164
          Non-tax qualified ....................................           24       10.484931           252
       Fidelity VIP-II - Asset Manager Portfolio:
          Tax qualified ........................................          488       10.533861         5,141
          Non-tax qualified ....................................           69       10.533861           727
       Fidelity VIP-II - Contrafund Portfolio:
          Tax qualified ........................................          484       10.207482         4,940
          Non-tax qualified ....................................        1,565       10.207482        15,975
       Nationwide SAT - Government Bond Fund:                            
          Tax qualified ........................................          329       10.262495         3,376
       Nationwide SAT - Money Market Fund:               
          Tax qualified ........................................        1,951       10.076854        19,660
          Non-tax qualified ....................................          578       10.076854         5,824
       Nationwide SAT - Small Company Fund:                             
          Tax qualified ........................................        1,552       11.411037        17,710
          Non-tax qualified ....................................          676       11.411037         7,714
       Nationwide SAT - Total Return Fund:                              
          Tax qualified ........................................           42       10.500717           441
          Non-tax qualified ....................................          450       10.500717         4,725
       Neuberger & Berman - Growth Portfolio:           
          Tax qualified ........................................        2,596        9.971367        25,886
          Non-tax qualified ....................................        1,831        9.971367        18,258
       Neuberger & Berman - Limited Maturity                             
       Bond Portfolio:                                                   
          Non-tax qualified ....................................       18,239       10.180593       185,684
       Neuberger & Berman - Partners Portfolio:
          Tax qualified ........................................          934       10.570046         9,872
          Non-tax qualified ....................................          233       10.570046         2,463
       Oppenheimer - Bond Fund:                                        
          Non-tax qualified ....................................           71       10.287129           730
       Oppenheimer - Global Securities Fund:                                        
          Non-tax qualified ....................................           44       10.087683           444
       Oppenheimer - Multiple Strategies Fund:                            
          Non-tax qualified ....................................           78       10.302692           804
       Strong VIP - Strong Discovery Fund II, Inc.:
          Tax qualified ........................................          418       10.468286         4,376
          Non-tax qualified ....................................        1,763       10.468286        18,456
</TABLE>


<PAGE>   9
<TABLE>
<S>                                                                  <C>           <C>             <C>    
       Strong VIP - Strong Special Fund II, Inc.:
          Tax qualified ........................................            491    10.587949             5,199
          Non-tax qualified ....................................            309    10.587949             3,272
       TCI Portfolios - TCI Growth:                                    
          Tax qualified ........................................          2,625     9.880281            25,936
          Non-tax qualified ....................................          2,306     9.880281            22,784
       TCI Portfolios - TCI International:
          Tax qualified ........................................             72    10.355977               746
          Non-tax qualified                                                 741    10.355977             7,674
       Van Eck - Gold and Natural Resources Fund:
          Tax qualified ........................................            305    11.060595             3,373
          Non-tax qualified ....................................            194    11.060595             2,146
       Van Eck - Worldwide Bond Fund:                            
          Tax qualified ........................................            496    10.113918             5,017
       Van Kampen American Capital - Real Estate          
       Securities Fund:
          Tax qualified ........................................            231    10.597781             2,448
          Non-tax qualified ....................................            235    10.597781             2,490
       Warburg Pincus - International Equity Portfolio:
          Tax qualified ........................................             56    10.363169               580
       Warburg Pincus - Small Company Growth Portfolio:
          Tax qualified ........................................          3,368    11.154927            37,570
          Non-tax qualified ....................................            959    11.154927            10,698
       The BEST OF AMERICA(R) contracts:                           
       American VI Series - Growth Fund:                           
          Tax qualified ........................................        533,382    21.880052        11,670,426
          Non-tax qualified ....................................        544,338    21.880052        11,910,144
       American VI Series - High-Yield Bond Fund:
          Tax qualified ........................................         74,984    20.729452         1,554,377
          Non-tax qualified ....................................         65,007    20.729452         1,347,559
       American VI Series - U.S. Government/AAA-Rated
       Securities Fund:
          Tax qualified ........................................        315,331    18.077072         5,700,261
          Non-tax qualified ....................................        238,614    18.077072         4,313,442
       The Dreyfus Socially Responsible Growth Fund, Inc.:
          Tax qualified ........................................        640,387    14.239508         9,118,796
          Non-tax qualified ....................................        421,093    14.239508         5,996,157
       Dreyfus Stock Index Fund:                            
          Tax qualified ........................................      3,284,707    13.619180        44,735,016
          Non-tax qualified ....................................      2,805,145    13.619180        38,203,775
       Fidelity VIP - Equity-Income Portfolio:       
          Tax qualified ........................................     21,482,777    24.863579       534,138,723
          Non-tax qualified ....................................     21,094,657    24.863579       524,488,671
       Fidelity VIP - Growth Portfolio:                            
          Tax qualified ........................................     15,252,906    34.006052       518,691,115
          Non-tax qualified ....................................     13,813,237    34.006052       469,733,656
       Fidelity VIP - High Income Portfolio:                
          Tax qualified ........................................      6,464,833    21.817076       141,043,753
          Non-tax qualified ....................................      7,993,534    21.817076       174,395,539
       Fidelity VIP - Overseas Portfolio:     
          Tax qualified ........................................     14,272,080    14.832631       211,692,496
          Non-tax qualified ....................................     14,672,390    14.832631       217,630,147
       Fidelity VIP-II - Asset Manager Portfolio:
          Tax qualified ........................................     22,704,319    18.056027       409,949,797
          Non-tax qualified ....................................     16,037,811    18.056027       289,579,148
       Fidelity VIP-II - Contrafund Portfolio:
          Tax qualified ........................................      3,025,498    11.071500        33,496,801
          Non-tax qualified ....................................      3,490,716    11.071500        38,647,462
</TABLE>


<PAGE>   10




<TABLE>
<S>                                                       <C>              <C>                <C>
Nationwide SAT - Capital Appreciation Fund:
  Tax qualified.........................................       897,315          14.442619          12,959,579
  Non-tax qualified.....................................       904,797          14.442619          13,067,638
Nationwide SAT - Government Bond Fund:
  Tax qualified.........................................     4,150,795          29.663756         123,128,170
  Non-tax qualified.....................................     3,385,486          29.585401         100,160,961
Nationwide SAT - Money Market Fund:
  Tax qualified.........................................     9,961,763          21.334141         212,525,656
  Non-tax qualified.....................................    10,688,426          21.334141         228,028,387
Nationwide SAT - Small Company Fund:
  Tax qualified.........................................       157,084          11.410135           1,792,350
  Non-tax qualified.....................................       607,477          11.410135           6,931,395
Nationwide SAT - Total Return Fund:
  Tax qualified.........................................     2,843,673          52.147953         148,291,726
  Non-tax qualified.....................................     2,833,128          50.805130         143,937,436
Neuberger & Berman - Growth Portfolio:
  Tax qualified.........................................     5,919,670          27.626244         163,538,248
  Non-tax qualified.....................................     5,358,461          27.626244         148,034,151
Neuberger & Berman - Limited Maturity
  Bond Portfolio:
  Tax qualified.........................................     4,061,293          16.311479          66,245,695
  Non-tax qualified.....................................     3,866,535          16.311479          63,068,904
Neuberger & Berman - Partners Portfolio:
  Tax qualified.........................................     2,151,917          13.494251          29,038,508
  Non-tax qualified.....................................     2,173,222          13.494251          29,326,003
Oppenheimer - Bond Fund:
  Tax qualified.........................................     3,369,101          16.781326          56,537,982
  Non-tax qualified.....................................     3,073,942          16.781326          51,584,823
Oppenheimer - Global Securities Fund:
  Tax qualified.........................................     6,518,772          11.411200          74,387,011
  Non-tax qualified.....................................     4,810,440          11.411200          54,892,893
Oppenheimer - Multiple Strategies Fund:
  Tax qualified.........................................     4,418,303          15.831164          69,946,879
  Non-tax qualified.....................................     3,837,204          15.831164          60,747,406
Strong VIP - Strong Discovery Fund II, Inc.:
  Tax qualified.........................................     5,223,195          16.212409          84,680,574
  Non-tax qualified.....................................     5,248,509          16.212409          85,090,975
Strong VIP - Strong International Stock Fund II, Inc.:
  Tax qualified.........................................        78,603          10.226470             803,831
  Non-tax qualified.....................................        86,735          10.226470             886,993
Strong VIP - Strong Special Fund II, Inc.:
  Tax qualified.........................................     9,874,627          18.071722         178,451,514
  Non-tax qualified.....................................     8,712,015          18.071722         157,441,113
TCI Portfolios - TCI Balanced:
  Tax qualified.........................................     2,978,792          12.912980          38,465,082
  Non-tax qualified.....................................     2,471,621          12.912980          31,915,993
TCI Portfolios - TCI Growth:
  Tax qualified.........................................     9,867,412          25.074858         247,423,955
  Non-tax qualified.....................................     7,570,906          25.074858         189,839,393
TCI Portfolios - TCI International:
  Tax qualified.........................................     1,565,354          10.402550          16,283,673
  Non-tax qualified.....................................     1,498,305          10.402550          15,586,193
Van Eck - Gold and Natural Resources Fund:
  Tax qualified.........................................     3,166,034          13.944310          44,148,160
  Non-tax qualified.....................................     3,714,045          13.944310          51,789,795
Van Eck - Worldwide Bond Fund:
  Tax qualified.........................................     2,993,355          14.433345          43,204,125
  Non-tax qualified.....................................     3,020,939          14.433345          43,602,255
</TABLE>

<PAGE>   11

<TABLE>
<S>                                                       <C>              <C>                <C>
Van Kampen American Capital - Real Estate
Securities Fund:
  Tax qualified.........................................       161,110          10.765351           1,734,406
  Non-tax qualified.....................................       310,010          10.765351           3,337,366
Warburg Pincus - International Equity Portfolio:
  Tax qualified.........................................     1,798,470          10.661059          19,173,595
  Non-tax qualified.....................................     2,012,385          10.661059          21,454,155
Warburg Pincus - Small Company Growth Portfolio:
  Tax qualified.........................................     2,450,661          12.430073          30,461,895
  Non-tax qualified.....................................     2,574,975          12.430073          32,007,127
The BEST OF AMERICA(R) America's Vision
Annuity(SM) contracts:
The Dreyfus Socially Responsible Growth Fund, Inc.:
  Tax qualified.........................................       195,462          13.462638           2,631,434
  Non-tax qualified.....................................       331,788          13.462638           4,466,742
Dreyfus Stock Index Fund:
  Tax qualified.........................................     1,651,153          13.549203          22,371,807
  Non-tax qualified.....................................     2,487,342          13.549203          33,701,502
Fidelity VIP - Equity-Income Portfolio:
  Tax qualified.........................................     8,772,439          14.333670         125,741,246
  Non-tax qualified.....................................    12,709,387          14.333670         182,172,159
Fidelity VIP - Growth Portfolio:
  Tax qualified.........................................     6,525,239          13.458405          87,819,309
  Non-tax qualified.....................................    10,395,158          13.458405         139,902,246
Fidelity VIP - High Income Portfolio:
  Tax qualified.........................................     4,074,649          11.707151          47,702,531
  Non-tax qualified.....................................     5,647,831          11.707151          66,120,010
Fidelity VIP - Overseas Portfolio:
  Tax qualified.........................................     3,053,190          11.394419          34,789,326
  Non-tax qualified.....................................     4,289,622          11.394419          48,877,750
Fidelity VIP-II - Asset Manager Portfolio:
  Tax qualified.........................................     5,437,140          11.038610          60,018,468
  Non-tax qualified.....................................     7,152,807          11.038610          78,957,047
Fidelity VIP-II - Contrafund Portfolio:
  Tax qualified.........................................     1,651,204          11.065996          18,272,217
  Non-tax qualified.....................................     2,730,876          11.065996          30,219,863
Nationwide SAT - Capital Appreciation Fund:
  Tax qualified.........................................       217,088          12.811228           2,781,164
  Non-tax qualified.....................................       324,265          12.811228           4,154,233
Nationwide SAT - Government Bond Fund:
  Tax qualified.........................................     1,375,356          11.196001          15,398,487
  Non-tax qualified.....................................     1,845,640          11.196001          20,663,787
Nationwide SAT - Money Market Fund:
  Tax qualified.........................................     7,418,948          10.683538          79,260,613
  Non-tax qualified.....................................    11,573,455          10.683538         123,645,446
Nationwide SAT - Small Company Fund:
  Tax qualified.........................................        61,355          11.408018             699,939
  Non-tax qualified.....................................       274,709          11.408018           3,133,885
Nationwide SAT - Total Return Fund:
  Tax qualified.........................................     1,799,440          12.801951          23,036,343
  Non-tax qualified.....................................     2,431,303          12.801951          31,125,422
Neuberger & Berman - Growth Portfolio:
  Tax qualified.........................................     1,628,798          12.286164          20,011,679
  Non-tax qualified.....................................     2,653,678          12.286164          32,603,523
</TABLE>

<PAGE>   12

<TABLE>
<S>                                                       <C>              <C>                <C>
Neuberger & Berman - Limited Maturity
Bond Portfolio:
  Tax qualified.........................................     2,080,555          10.786223          22,441,330
  Non-tax qualified.....................................     3,264,440          10.786223          35,210,978
Neuberger & Berman - Partners Portfolio:
  Tax qualified.........................................     1,257,295          13.474969          16,942,011
  Non-tax qualified.....................................     1,579,425          13.474969          21,282,703
Oppenheimer - Bond Fund:
  Tax qualified.........................................     1,725,638          11.228877          19,376,977
  Non-tax qualified.....................................     2,135,137          11.228877          23,975,191
Oppenheimer - Global Securities Fund:
  Tax qualified.........................................     2,901,407          10.479380          30,404,946
  Non-tax qualified.....................................     3,528,736          10.479380          36,978,965
Oppenheimer - Multiple Strategies Fund:
  Tax qualified.........................................     1,296,727          11.763879          15,254,540
  Non-tax qualified.....................................     1,911,329          11.763879          22,484,643
Strong VIP - Strong Discovery Fund II, Inc.:
  Tax qualified.........................................     1,701,819          13.432714          22,860,048
  Non-tax qualified.....................................     2,670,161          13.432714          35,867,509
Strong VIP - Strong International Stock Fund II, Inc.:
  Tax qualified.........................................        25,615          10.224570             261,902
  Non-tax qualified.....................................        53,080          10.224570             542,720
Strong VIP - Strong Special Fund II, Inc.:
  Tax qualified.........................................     3,116,534          13.287288          41,410,285
  Non-tax qualified.....................................     4,296,074          13.287288          57,083,173
TCI Portfolios - TCI Balanced:
  Tax qualified.........................................       602,257          11.914266           7,175,450
  Non-tax qualified.....................................       989,420          11.914266          11,788,213
TCI Portfolios - TCI Growth:
  Tax qualified.........................................     1,787,046          12.792935          22,861,563
  Non-tax qualified.....................................     2,955,898          12.792935          37,814,611
TCI Portfolios - TCI International:
  Tax qualified.........................................       647,594          10.387676           6,726,997
  Non-tax qualified.....................................     1,011,780          10.387676          10,510,043
Van Eck - Gold and Natural Resources Fund:
  Tax qualified.........................................       720,611          11.453100           8,253,230
  Non-tax qualified.....................................     1,314,047          11.453100          15,049,912
Van Eck - Worldwide Bond Fund:
  Tax qualified.........................................       688,208          11.473340           7,896,044
  Non-tax qualified.....................................       986,151          11.473340          11,314,446
Van Kampen American Capital - Real Estate
Securities Fund:
  Tax qualified.........................................        69,755          10.759998             750,564
  Non-tax qualified.....................................       131,252          10.759998           1,412,271
Warburg Pincus - International Equity Portfolio:
  Tax qualified.........................................       707,567          10.655759           7,539,663
  Non-tax qualified.....................................     1,351,263          10.655759          14,398,733
Warburg Pincus - Small Company Growth Portfolio:
  Tax qualified.........................................       972,182          12.423899          12,078,291
  Non-tax qualified.....................................     1,536,271          12.423899          19,086,476
Reserves for annuity contracts in payout phase:              =========          =========
  Tax qualified.........................................                                            1,425,295
  Non-tax qualified.....................................                                            1,518,928
                                                                                               --------------
                                                                                               $8,834,896,021
                                                                                               ==============
</TABLE>

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

<PAGE>   13

- --------------------------------------------------------------------------------
                                                                      SCHEDULE I

                        NATIONWIDE VARIABLE ACCOUNT - II
                             THE BEST OF AMERICA(R)
               NATIONWIDE INSURANCE ENTERPRISE ANNUITY CONTRACTS
                      TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULE OF CHANGES IN UNIT VALUE
                          YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                    DrySRGro    DryStkIx    FkdEqInc     FidGro     FidHiInc     FidOSeas    FidAsMgr
                                   ----------   ---------   ---------   ---------  ----------   ----------  ----------
<S>                                <C>          <C>         <C>         <C>         <C>         <C>         <C>
1995**
   Beginning unit value - Jan. 1   $10.000000   10.000000   10.000000   10.000000   10.000000   10.000000   10.000000
- ---------------------------------------------------------------------------------------------------------------------
   Reinvested capital gains
       and dividends                  .284361     .133565     .055400     .000000     .000000     .000000     .000000
- ---------------------------------------------------------------------------------------------------------------------
   Unrealized gain (loss)             .059585     .455824     .688141    (.343684)    .168653     .498416     .547401
- ---------------------------------------------------------------------------------------------------------------------
   Contract charges                  (.013456)   (.013683)   (.013735)   (.012999)   (.013287)   (.013485)   (.013540)
- ---------------------------------------------------------------------------------------------------------------------
   Ending unit value - Dec. 31     $10.330490   10.575706   10.729806    9.643317   10.155366   10.484931   10.533861
- ---------------------------------------------------------------------------------------------------------------------
   Percentage increase
       (decrease) in
       unit value* (a)                  3%(b)        6%(b)     7%(b)      (4)%(b)      2%(b)       5%(b)       5%(b)
=====================================================================================================================

<CAPTION>
                                     FidContP    NWGvtBd
                                    ---------   ---------
<S>                                 <C>         <C>
1995**
   Beginning unit value - Jan. 1    10.000000   10.000000
- ---------------------------------------------------------
   Reinvested capital gains
       and dividends                  .131621     .160077
- ---------------------------------------------------------
   Unrealized gain (loss)             .089202     .115777
- ---------------------------------------------------------
   Contract charges                  (.013341)   (.013359)
- ---------------------------------------------------------
   Ending unit value - Dec. 31      10.207482   10.262495
- ---------------------------------------------------------
   Percentage increase
       (decrease) in
       unit value* (a)                 2%(b)       3%(b)
=========================================================
</TABLE>

*  An annualized rate of return cannot be determined as:

    (a) Contract charges do not include the annual contract maintenance charge
        discussed in note 2; and

    (b) This investment option was not being utilized for the entire year
        indicated.

** These investment options were not available prior to 1995 and no other
   investment options were being utilized.



<PAGE>   14
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VARIABLE ACCOUNT - II
                             THE BEST OF AMERICA(R)
               NATIONWIDE INSURANCE ENTERPRISE ANNUITY CONTRACTS
                      TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULE OF CHANGES IN UNIT VALUE

                          YEAR ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>
                                   NWMyMkt    NWSmCoFd    NWTotRet     NBGro     NBLtdMat    
                                   -------    --------    --------     -----     --------                                       
<S>                              <C>          <C>         <C>         <C>        <C>                      
1995**
Beginning unit value - Jan. 1    $10.000000   10.000000   10.000000   10.000000   10.000000  
- ---------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends                       .090135     .017460     .616695     .000000     .000000  
- ---------------------------------------------------------------------------------------------
Unrealized gain (loss)              .000000    1.407776    (.102353)   (.015308)    .193905  
- ---------------------------------------------------------------------------------------------
Contract charges                   (.013281)   (.014199)   (.013625)   (.013325)   (.013312) 
- ---------------------------------------------------------------------------------------------
Ending unit value - Dec. 31      $10.076854   11.411037   10.500717    9.971367   10.180593  
- ---------------------------------------------------------------------------------------------
Percentage increase
   (decrease) in
   unit value* (a)                     1%(b)      14%(b)       5%(b)       0%(b)       2%(b) 
=============================================================================================
<CAPTION>
                                  NBPart     OppBdFd     OppGlSec    OppMult      
                                  ------     -------     --------    -------    
<S>                              <C>         <C>         <C>         <C>        
1995**                                                                          
Beginning unit value - Jan. 1     10.000000   10.000000   10.000000   10.000000 
- ------------------------------------------------------------------------------- 
Reinvested capital gains                                                        
and dividends                       .000000     .170891     .000000     .105143 
- ------------------------------------------------------------------------------- 
Unrealized gain (loss)              .583646     .129602     .100810     .210984 
- ------------------------------------------------------------------------------- 
Contract charges                   (.013600)   (.013364)   (.013127)   (.013435)
- ------------------------------------------------------------------------------- 
Ending unit value - Dec. 31       10.570046   10.287129   10.087683   10.302692 
- ------------------------------------------------------------------------------- 
Percentage increase                                                             
   (decrease) in                                                                
   unit value* (a)                     6%(b)       3%(b)       1%(b)       3%(b)
=============================================================================== 
</TABLE>
                                 
*  An annualized rate of return cannot be determined as:
    (a) Contract charges do not include the annual contract maintenance charge 
        discussed in note 2; and
    (b) This investment option was not being utilized for the entire year
        indicated.
** These investment options were not available prior to 1995 and no other
   investment options were being utilized.

<PAGE>   15
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VARIABLE ACCOUNT - II
                             THE BEST OF AMERICA(R)
               NATIONWIDE INSURANCE ENTERPRISE ANNUITY CONTRACTS
                      TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULE OF CHANGES IN UNIT VALUE

                          YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                StDisc2      StSpec2     TCIgro      TCIInt      VEGoldNR    
                                -------      -------     ------      ------      --------                                        
<S>                             <C>          <C>         <C>         <C>         <C>         
1995**
Beginning unit value - Jan. 1   $10.000000   10.000000   10.000000   10.000000   10.000000   
- ---------------------------------------------------------------------------------------------
Reinvested capital gains
 and dividends                     .134105     .031024     .000000     .000000     .053476   
- ---------------------------------------------------------------------------------------------
Unrealized gain (loss)             .347815     .570573    (.106657)    .369293    1.021372   
- ---------------------------------------------------------------------------------------------
Contract charges                  (.013634)   (.013648)   (.013062)   (.013316)   (.014253)  
- ---------------------------------------------------------------------------------------------
Ending unit value - Dec. 31     $10.468286   10.587949    9.880281   10.355977   11.060595   
- ---------------------------------------------------------------------------------------------
Percentage increase
 (decrease) in
 unit value* (a)                      5%(b)       6%(b)     (1)%(b)       4%(b)      11%(b)  
=============================================================================================
<CAPTION>
                                VEwrldBd    VKACRESec   WPintEQ     WPSmCoGr   
                                --------    ---------   -------     --------  
<S>                             <C>         <C>         <C>         <C>       
1995**                                                                        
Beginning unit value - Jan. 1   10.000000   10.000000   10.000000   10.000000 
- ----------------------------------------------------------------------------- 
Reinvested capital gains                                                      
 and dividends                    .187333     .090508     .075167     .000000 
- ----------------------------------------------------------------------------- 
Unrealized gain (loss)           (.060143)    .520696     .301322    1.168850 
- ----------------------------------------------------------------------------- 
Contract charges                 (.013272)   (.013423)   (.013320)   (.013923)
- ----------------------------------------------------------------------------- 
Ending unit value - Dec. 31     10.113918   10.597781   10.363169   11.154927 
- ----------------------------------------------------------------------------- 
Percentage increase                                                           
 (decrease) in                                                                 
 unit value* (a)                     1%(b)       6%(b)       4%(b)      12%(b)
============================================================================= 
</TABLE>
                                
*  An annualized rate of return cannot be determined as:
     (a) Contract charges do not include the annual contract maintenance charge 
         discussed in note 2; and
     (b) This investment option was not being utilized for the entire year
         indicated.
** These investment options were not available prior to 1995 and no other
   investment options were being utilized.

<PAGE>   16
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VARIABLE ACCOUNT - II
                        THE BEST OF AMERICA(R) CONTRACTS
                      TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


<TABLE>
<CAPTION>
                                   AVISGro+    AVISHiYld+   AVISGvt+    DrySRGro    DryStkIx    FidEqInc     FidGro
                                   --------    ----------   --------    --------    --------    --------     ------
<S>                               <C>          <C>         <C>         <C>         <C>         <C>         <C>
1995
  Beginning unit value - Jan. 1   $16.632869   17.247186   15.872495   10.721141   10.087774   18.646331   25.451479
- --------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                   1.970200    1.862872    1.241711     .391978     .361278    1.458073     .140639
- --------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)            3.537128    1.870069    1.184664    3.289326    3.325716    5.043000    8.817717
- --------------------------------------------------------------------------------------------------------------------
  Contract charges                  (.260145)   (.250675)   (.221798)   (.162937)   (.155588)   (.283825)   (.403783)
- --------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31     $21.880052   20.729452   18.077072   14.239508   13.619180   24.863579   34.006052
- --------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                   32%         20%         14%          33%        35%          33%        34%
====================================================================================================================

1994
  Beginning unit value - Jan. 1   $16.767635   18.696382   16.810323   10.702195   10.130946   17.644458   25.790764
- --------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                    .539769    1.648226    1.072204     .276343     .283238    1.324090    1.551366
- --------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)            (.458197)  (2.863015)  (1.799954)   (.117315)   (.195244)   (.084066)  (1.565204)
- --------------------------------------------------------------------------------------------------------------------
  Contract charges                  (.216338)   (.234407)   (.210078)   (.140082)   (.131166)   (.238151)   (.325447)
- --------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31     $16.632869   17.247186   15.872495   10.721141   10.087774   18.646331   25.451479
- --------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                   (1)%        (8)%       (6)%          0%          0%          6%         (1)%
====================================================================================================================

1993
  Beginning unit value - Jan. 1   $14.603954   16.269615   15.319654   10.000000   10.000000   15.123262   21.890060
- --------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                    .676117    1.606197    1.097138     .031105    1.497786     .440973     .486821
- --------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)            1.690570    1.051273     .607970     .703067   (1.333974)   2.298480    3.727181
- --------------------------------------------------------------------------------------------------------------------
  Contract charges                  (.203006)   (.230703)   (.214439)   (.031977)   (.032866)   (.218257)   (.313298)
- --------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31     $16.767635   18.696382   16.810323   10.702195   10.130946   17.644458   25.790764
- --------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                   15%         15%         10%         7%(b)       1%(b)        17%        18%
====================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                  FidHiInc     FidOSeas    FidAsMgr    FidContP   NWCapApp
                                  --------     --------    --------    --------   --------
<S>                               <C>         <C>         <C>         <C>         <C>
1995
  Beginning unit value - Jan. 1   18.327364   13.701507   15.641016   10.000000   11.311683
- -------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                  1.326946     .104797     .328525     .142778     .642190
- -------------------------------------------------------------------------------------------
  Unrealized gain (loss)           2.428014    1.210063    2.303674     .998371    2.653706
- -------------------------------------------------------------------------------------------
  Contract charges                 (.265248)   (.183736)   (.217188)   (.069649)   (.164960)
- -------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31     21.817076   14.832631   18.056027   11.071500   14.442619
- -------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                  19%          8%         15%        11%(b)       28%
===========================================================================================

1994
  Beginning unit value - Jan. 1   18.859652   13.646118   16.874276      **       11.564256
- -------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                  1.728139     .070437     .820188                 .182737
- -------------------------------------------------------------------------------------------
  Unrealized gain (loss)          (2.016825)    .168983   (1.841072)               (.286833)
- -------------------------------------------------------------------------------------------
  Contract charges                 (.243602)   (.184031)   (.212376)               (.148477)
- -------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31     18.327364   13.701507   15.641016               11.311683
- -------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                  (3)%         0%         (7)%                    (2)%
===========================================================================================

1993
  Beginning unit value - Jan. 1   15.855840   10.074553   14.123234      **       10.689287
- -------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                  1.303797     .235418     .655581                 .260100
- -------------------------------------------------------------------------------------------
  Unrealized gain (loss)           1.928892    3.494272    2.296222                 .755961
- -------------------------------------------------------------------------------------------
  Contract charges                 (.228877)   (.158125)   (.200761)               (.141092)
- -------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31     18.859652   13.646118   16.874276               11.564256
- -------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                  19%         35%         19%                      8%
===========================================================================================
</TABLE>

*   An annualized rate of return cannot be determined as:
      (a) Contract charges do not include the annual contract maintenance
          charge discussed in note 2; and
      (b) This investment option was not being utilized for the entire year
          indicated.
**  This investment option was not being utilized or was not available.
+ See note 1(b).


<PAGE>   17
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VARIABLE ACCOUNT - II
                        THE BEST OF AMERICA(R) CONTRACTS
                      TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                              NWGvtBd       NWGvtBd                                   NWTotRet       NWTotRet
                                               Qual         Non-Qual       NWMyMkt      NWSmCoFd        Qual         Non-Qual
                                            ----------     ----------     ---------     ---------     ---------     ---------

<S>                                         <C>            <C>            <C>           <C>           <C>           <C>
1995
  Beginning unit value - Jan. 1             $25.309101     25.242252      20.457373     10.000000     40.926247     39.872391
  ---------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                             1.790910      1.786181       1.150096       .017459      4.054856      3.950443
  ---------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                      2.924333      2.916602        .000000      1.418317      7.778269      7.577969
  ---------------------------------------------------------------------------------------------------------------------------
  Contract charges                            (.360588)     (.359634)      (.273328)     (.025641)     (.611419)     (.595673)
  ---------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31               $29.663756     29.585401      21.334141     11.410135     52.147953     50.805130
  ---------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                              17%           17%             4%           14%(b)        27%           27%
  ===========================================================================================================================

1994
  Beginning unit value - Jan. 1             $26.497619     26.427634      19.951530           **      41.023082     39.966728
  ---------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                             1.662261      1.657870        .769331                    2.069920      2.016621
  ---------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                     (2.516459)    (2.509816)       .000000                   (1.626696)    (1.584802)
  ---------------------------------------------------------------------------------------------------------------------------
  Contract charges                            (.334320)     (.333436)      (.263488)                   (.540059)     (.526156)
  ---------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31               $25.309101     25.242252      20.457373                   40.926247     39.872391
  ---------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                              (4)%          (4)%            3%                          0%            0%
  ===========================================================================================================================

1993
  Beginning unit value - Jan. 1             $24.513489     24.448737      19.672720           **      37.471598     36.506693
  ---------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                             1.565876      1.561741        .538378                    1.528737      1.489372
  ---------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                       .758226       .756217        .000000                    2.538282      2.472924
  ---------------------------------------------------------------------------------------------------------------------------
  Contract charges                            (.339972)     (.339061)      (.259568)                   (.515535)     (.502261)
  ---------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31               $26.497619     26.427634      19.951530                   41.023082     39.966728
  ---------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                               8%            8%             1%                          9%            9%
  ===========================================================================================================================


<CAPTION>
                                                NBGro       NBLtdMat       NBPart        OppBdFd      OppGlSec       OppMult
                                              ---------     ---------     ---------     ---------     ---------     ---------

<S>                                           <C>           <C>           <C>           <C>           <C>           <C>
1995
  Beginning unit value - Jan. 1               21.247525     14.896724     10.017795     14.531774     11.307851     13.216172
  ---------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                               .751645       .827026       .081856      1.000174       .297358      1.064619
  ---------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                       5.960166       .791918      3.550121      1.454423      (.045704)     1.742703
  ---------------------------------------------------------------------------------------------------------------------------
  Contract charges                             (.333092)     (.204189)     (.155521)     (.205045)     (.148305)     (.192330)
  ---------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                 27.626244     16.311479     13.494251     16.781326     11.411200     15.831164
  ---------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                               30%            9%           35%           15%            1%           20%
  ===========================================================================================================================

1994
  Beginning unit value - Jan. 1               22.656907     15.115753     10.000000     15.013579     12.151882     13.655607
  ---------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                              2.730116       .638336       .000000       .845781       .214070       .695235
  ---------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                      (3.855326)     (.662388)      .072563     (1.135198)     (.900281)     (.959283)
  ---------------------------------------------------------------------------------------------------------------------------
  Contract charges                             (.284172)     (.194977)     (.054768)     (.192388)     (.157820)     (.175387)
  ---------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                 21.247525     14.896724     10.017795     14.531774     11.307851     13.216172
  ---------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                               (6)%         (1)%            0%(b)        (3)%          (7)%          (3)%
  ===========================================================================================================================

1993
  Beginning unit value - Jan. 1               21.495392     14.362908           **      13.456350     10.000000     11.932236
  ---------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                               .498087       .590488                     .935484       .000000       .527244
  ---------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                        .947061       .357208                     .810882      2.187556      1.363520
  ---------------------------------------------------------------------------------------------------------------------------
  Contract charges                             (.283633)     (.194851)                   (.189137)     (.035674)     (.167393)
  ---------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                 22.656907     15.115753                   15.013579     12.151882     13.655607
  ---------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                                5%            5%                         12%           22%(b)        14%
  ===========================================================================================================================
</TABLE>

 * An annualized rate of return cannot be determined as:
    (a) Contract charges do not include the annual contract maintenance
        charge discussed in note 2; and
    (b) This investment option was not being utilized for the entire year
        indicated.
** This investment option was not being utilized or was not available.

<PAGE>   18
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VARIABLE ACCOUNT - II
                        THE BEST OF AMERICA(R) CONTRACTS
                      TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


<TABLE>
<CAPTION>
                                           StDisc2        StIntStk2       StSpec2          TCIBal         TCIGro          TCIInt
                                          ----------      ---------      ---------       ---------       ---------       ---------

<S>                                       <C>             <C>            <C>             <C>             <C>              <C>
1995
  Beginning unit value - Jan. 1           $12.143604      10.000000      14.551898       10.801286       19.378026        9.392316
  --------------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                            .211635        .041084        .752969         .305744         .022298         .000000
  --------------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                    4.041557        .209464       2.978530        1.961261        5.972516        1.136498
  --------------------------------------------------------------------------------------------------------------------------------
  Contract charges                          (.184387)      (.024078)      (.211675)       (.155311)       (.297982)       (.126264)
  --------------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $16.212409      10.226470      18.071722       12.912980       25.074858       10.402550
  --------------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                            34%             2%(b)          24%             20%            29%             11%
  ================================================================================================================================

1994
  Beginning unit value - Jan. 1           $13.003747            **       14.230988       10.876699       19.864882       10.000000
  --------------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                            .971108                       .407882         .260548         .002124         .000000
  --------------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                   (1.670219)                      .103551        (.194362)       (.235006)       (.554314)
  --------------------------------------------------------------------------------------------------------------------------------
  Contract charges                          (.161032)                     (.190523)       (.141599)       (.253974)       (.053370)
  --------------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $12.143604                     14.551898       10.801286       19.378026        9.392316
  --------------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                            (7)%                           2%             (1)%            (2)%           (6)%(b)
  ================================================================================================================================

1993
  Beginning unit value - Jan. 1           $10.796708            **       11.519061       10.232829       18.244594             **
  --------------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains.
    and dividends                            .809269                       .057233         .193822         .049563
  --------------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                    1.547378                      2.824331         .588305        1.819573
  --------------------------------------------------------------------------------------------------------------------------------
  Contract charges                          (.149608)                     (.169637)       (.138257)       (.248848)
  --------------------------------------------------------------------------------------------------------------------------------
  Ending unit value Dec. 31                $13.003747                     14.230988       10.876699       19.864882
  --------------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                            20%                           24%              6%              9%
  ================================================================================================================================


<CAPTION>
                                                     VEGoldNR        VEWrldBd        VKACRESec        WPIntEq        WPSmCoGr
                                                     ---------       ---------       ---------       ---------       ---------

<S>                                                  <C>             <C>             <C>             <C>             <C>
1995
  Beginning unit value - Jan. 1                      12.728311       12.465907       10.000000       10.000000       10.000000
  ----------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                                      .125379        1.008457         .091958         .077344         .000000
  ----------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                              1.262065        1.139655         .739393         .650502        2.501564
  ----------------------------------------------------------------------------------------------------------------------------
  Contract charges                                    (.171445)       (.180674)       (.066000)       (.066787)       (.071491)
  ----------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                        13.944310       14.433345       10.765351       10.661059       12.430073
  ----------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                                        10%            16%             8%(b)           7%(b)         24%(b)
  ============================================================================================================================

1994
  Beginning unit value - Jan. 1                      13.544828       12.798654             **              **              **
  ----------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                                      .068031         .051478
  ----------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                              (.711769)       (.222396)
  ----------------------------------------------------------------------------------------------------------------------------
  Contract charges                                    (.172779)       (.161829)
  ----------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                        12.728311       12.465907
  ----------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                                      (6)%            (3)%
  ============================================================================================================================

1993
  Beginning unit value - Jan. 1                       8.325308       12.031194             **              **              **
  ----------------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains.
    and dividends                                      .039162         .966990
  ----------------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                              5.323236        (.037324)
  ----------------------------------------------------------------------------------------------------------------------------
  Contract charges                                    (.142878)       (.162206)
  ----------------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                         13.544828       12.798654
  ----------------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                                      63%              6%
  ============================================================================================================================
</TABLE>

 * An annualized rate of return cannot be determined as:
    (a)  Contract charges do not include the annual contract maintenance charge
         discussed in note 2; and
    (b)  This investment option was not being utilized for the entire year
         indicated.
** This investment option was not being utilized or was not available.

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

<PAGE>   19
                                                           SCHEDULE I, CONTINUED

                        NATIONWIDE VARIABLE ACCOUNT - II
                             THE BEST OF AMERICA(R)
                     AMERICA'S VISION ANNUITY(SM) CONTRACTS
                      TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

                     YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
                                           DrySRGro        DryStkIx        FidEqInc          FidGro          FidHiInc
                                          ----------       ---------       ---------        ---------        ---------
<S>                                       <C>              <C>             <C>              <C>              <C>
1995
  Beginning unit value - Jan. 1           $10.146464       10.046079       10.760332        10.082986         9.844496
  --------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                            .370596         .359517         .841191          .055711          .712698
  --------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                    3.111650        3.310456        2.908537         3.491973         1.303393
  --------------------------------------------------------------------------------------------------------------------
  Contract charges                          (.166072)       (.166849)       (.176390)        (.172265)        (.153436)
  --------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $13.462638       13.549203       14.333670        13.458405        11.707151
  --------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                            33%             35%             33%              33%              19%
  ====================================================================================================================

1994***
  Beginning unit value - Jan. 1           $10.138790       10.099271       10.192462        10.227729        10.140663
  --------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
  and dividends                              .261532         .282153         .764674          .615160          .929117
  --------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                    (.110944)       (.194528)       (.048662)        (.620912)       (1.084223)
  --------------------------------------------------------------------------------------------------------------------
  Contract charges                          (.142914)       (.140817)       (.148142)        (.138991)        (.141061)
  --------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31             $10.146464       10.046079       10.760332        10.082986         9.844496
  --------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                               0%             (1)%             6%              (1)%             (3)%
  ====================================================================================================================

<CAPTION>
                                               FidOSeas       FidAsMgr        FidContP        NWCapApp        NWGvtBd
                                               ---------      ---------       ---------       ---------      ---------
<S>                                            <C>             <C>            <C>             <C>             <C>
1995
  Beginning unit value - Jan. 1                10.536141       9.571852       10.000000       10.044095       9.562079
  --------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                                .080579        .201029         .142710         .569727        .676196
  --------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                         .929853       1.408870         .998320        2.355148       1.104438
  --------------------------------------------------------------------------------------------------------------------
  Contract charges                              (.152154)      (.143141)       (.075034)       (.157742)      (.146712)
  --------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                  11.394419      11.038610       11.065996       12.811228      11.196001
  --------------------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                                 8%            15%             11%(b)          28%            17%
  ====================================================================================================================

1994***
  Beginning unit value - Jan. 1                10.504149      10.337032             **        10.278752      10.021251
  --------------------------------------------------------------------------------------------------------------------
  Reinvested capital gains
  and dividends                                  .054214        .502389                         .162311        .628252
  --------------------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                         .130333      (1.127465)                       (.254834)      (.951262)
  --------------------------------------------------------------------------------------------------------------------
  Contract charges                              (.152555)      (.140104)                       (.142134)      (.136162)
  --------------------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                  10.536141       9.571852                       10.044095       9.562079
  --------------------------------------------------------------------------------------------------------------------
  Percentage increase
   (decrease) in
   unit value* (a)                                  0%            (7)%                            (2)%           (5)%
  ====================================================================================================================
</TABLE>

  * An annualized rate of return cannot be determined as:
      (a) Contract charges do not include the annual contract maintenance charge
          discussed in note 2; and
      (b) This investment option was not being utilized for the entire year
          indicated.
 ** This investment option was not being utilized or was not available.
*** These investment options were not available prior to 1994.

<PAGE>   20
                                                           SCHEDULE I, CONTINUED
                        NATIONWIDE VARIABLE ACCOUNT - II
                             THE BEST OF AMERICA(R)
                     AMERICA'S VISION ANNUITY(SM) CONTRACTS
                      TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

                     YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
                                   NWMyMkt     NWSmCoFd    NWTotRet     NBGro      NBLtdMat     NBPart
                                   -------     --------    --------     -----      --------     ------
<S>                              <C>          <C>         <C>          <C>         <C>        <C>
1995
  Beginning unit value - Jan. 1  $10.254838   10.000000   10.057257    9.458916    9.860649   10.013591
- -------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                   .576257     .017456     .995563     .334560     .547347     .081808
- -------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)            .000000    1.418186    1.910936    2.652367     .523785    3.546970
- -------------------------------------------------------------------------------------------------------
  Contract charges                 (.147557)   (.027624)   (.161805)   (.159679)   (.145558)   (.167400)
- -------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31    $10.683538   11.408018   12.801951   12.286164   10.786223   13.474969
- -------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                   4%         14%(b)      27%         30%          9%          35%
=======================================================================================================

1994***
  Beginning unit value - Jan. 1  $10.011385      **       10.091256   10.096549   10.015749   10.000000
- -------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                   .385849                 .508763    1.216477     .422915     .000000
- -------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)            .000000                (.399693)  (1.717723)   (.438889)    .072593
- -------------------------------------------------------------------------------------------------------
  Contract charges                 (.142396)               (.143069)   (.136387)   (.139126)   (.059002)
- -------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31    $10.254838               10.057257    9.458916    9.860649   10.013591
- -------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                  2%                      0%         (6)%        (2)%         0%(b)
=======================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                  OppBdFd     OppGlSec    OppMult     StDisc2
                                  -------     --------    -------     -------
<S>                               <C>        <C>          <C>        <C>
1995
  Beginning unit value - Jan. 1   9.733460   10.394970    9.830640   10.071698
- ------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                  .669514     .273289     .791531     .175352
- ------------------------------------------------------------------------------
  Unrealized gain (loss)           .973805    (.042048)   1.295766    3.350345
- ------------------------------------------------------------------------------
  Contract charges                (.147902)   (.146831)   (.154058)   (.164681)
- ------------------------------------------------------------------------------
  Ending unit value - Dec. 31    11.228877   10.479380   11.763879   13.432714
- ------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                 15%          1%          20%         33%
==============================================================================

1994***
  Beginning unit value - Jan. 1  10.066342   11.182167   10.167774   10.796000
- ------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                  .566682     .196942     .517326     .805515
- ------------------------------------------------------------------------------
  Unrealized gain (loss)          (.760661)   (.827742)   (.713828)  (1.385836)
- ------------------------------------------------------------------------------
  Contract charges                (.138903)   (.156397)   (.140632)   (.143981)
- ------------------------------------------------------------------------------
  Ending unit value - Dec. 31     9.733460   10.394970    9.830640   10.071698
- ------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                 (3)%       (7)%        (3)%         (7)%
==============================================================================
<FN>
  * An annualized rate of return cannot be determined as:
     (a) Contract charges do not include the annual contract maintenance charge
         discussed in note 2; and
     (b) This investment option was not being utilized for the entire year
         indicated.
 ** This investment option was not being utilized or was not available.
*** These investment options were not available prior to 1994.
</TABLE>
<PAGE>   21
                                                           SCHEDULE I, CONTINUED
                        NATIONWIDE VARIABLE ACCOUNT - II
                             THE BEST OF AMERICA(R)
                     AMERICA'S VISION ANNUITY(SM) CONTRACTS
                      TAX QUALIFIED AND NON-TAX QUALIFIED
                       SCHEDULES OF CHANGES IN UNIT VALUE

                     YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
                                  StIntStk2     StSpec2      TCIBal      TCIGro      TCIInt     VEGoldNR
                                  ---------     -------      ------      ------      ------     --------
<S>                              <C>           <C>          <C>         <C>         <C>        <C>
1995
  Beginning unit value - Jan. 1  $10.000000    10.710138    9.975959    9.896469    9.388381   10.464922
- --------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                   .041077      .553997     .282199     .011387     .000000     .103018
- --------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)            .209428     2.190922    1.810577    3.048970    1.135219    1.036957
- --------------------------------------------------------------------------------------------------------
  Contract charges                 (.025935)    (.167769)   (.154469)   (.163891)   (.135924)   (.151797)
- --------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31    $10.224570    13.287288   11.914266   12.792935   10.387676   11.453100
- --------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                  2%(b)        24%         19%          29%        11%          9%
========================================================================================================

1994***
  Beginning unit value - Jan. 1       **      $10.484543   10.055760   10.155359   10.000000   11.147499
- --------------------------------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                                .300283     .240728     .001086     .000000     .055957
- --------------------------------------------------------------------------------------------------------
  Unrealized gain (loss)                         .076473    (.179560)   (.120150)   (.554133)   (.585405)
- --------------------------------------------------------------------------------------------------------
  Contract charges                              (.151161)   (.140969)   (.139826)   (.057486)   (.153129)
- --------------------------------------------------------------------------------------------------------
  Ending unit value - Dec. 31                 $10.710138    9.975959    9.896469    9.388381   10.464922
- --------------------------------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                                 2%        (1)%         (3)%      (6)%(b)      (6)%
========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                  VEWrldBd   VKACRESec    WPIntEq     WPSmCoGr
                                  --------   ---------    -------     --------
<S>                              <C>         <C>         <C>         <C>
1995
  Beginning unit value - Jan. 1   9.919400   10.000000   10.000000   10.000000
- ------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                  .802034     .091916     .077309     .000000
- ------------------------------------------------------------------------------
  Unrealized gain (loss)           .906733     .739173     .650383    2.500906
- ------------------------------------------------------------------------------
  Contract charges                (.154827)   (.071091)   (.071933)   (.077007)
- ------------------------------------------------------------------------------
  Ending unit value - Dec. 31    11.473340   10.759998   10.655759   12.423899
- ------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                  16%         8%(b)       7%(b)      24%(b)
==============================================================================

1994***
  Beginning unit value - Jan. 1  10.194477       **          **          **
- ------------------------------------------------------------------------------
  Reinvested capital gains
    and dividends                  .040987
- ------------------------------------------------------------------------------
  Unrealized gain (loss)          (.177244)
- ------------------------------------------------------------------------------
  Contract charges                (.138820)
- ------------------------------------------------------------------------------
  Ending unit value - Dec. 31     9.919400
- ------------------------------------------------------------------------------
  Percentage increase
    (decrease) in
    unit value* (a)                  (3)%
==============================================================================
<FN>
  * An annualized rate of return cannot be determined as:
      (a) Contract charges do not include the annual contract maintenance charge
          discussed in note 2; and
      (b) This investment option was not being utilized for the entire year
          indicated.
 ** This investment option was not being utilized or was not available.
*** These investment options were not available prior to 1994.
</TABLE>
See note 3.


<PAGE>   60

<PAGE>   1


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The Board of Directors
Nationwide Life Insurance Company:

We have audited the consolidated financial statements of Nationwide Life
Insurance Company (a wholly owned subsidiary of Nationwide Corporation) and
subsidiaries as listed in the accompanying index. In connection with our audits
of the consolidated financial statements, we also have audited the financial
statement schedules as listed in the accompanying index. These consolidated
financial statements and financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements and financial statement schedules 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.

Participating insurance and the related surplus are discussed in note 12. The
Company and its counsel are of the opinion that the ultimate ownership of the
participating surplus in excess of the contemplated equitable policyholder
dividends belongs to the shareholder. The accompanying consolidated financial
statements are presented on such basis.

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, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1995, in conformity with generally
accepted accounting principles. Also in our opinion, the related financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly, in all material
respects, the information set forth therein.

In 1994, the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities.

In 1993, the Company adopted the provisions of SFAS No. 109,  Accounting for
Income Taxes and SFAS No. 106,  Employers'  Accounting for Postretirement
Benefits Other Than Pensions.


                                                   KPMG Peat Marwick LLP


Columbus, Ohio
February 26, 1996



<PAGE>   2
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                          Consolidated Balance Sheets
                           December 31, 1995 and 1994

                                (000's omitted)

<TABLE>
<CAPTION>
                                        ASSETS                                                1995               1994
                                        ------                                          -----------------   ----------------   
<S>                                                                                             <C>               <C>         
Investments (notes 5, 8 and 9): 
  Securities available-for-sale, at fair value:
     Fixed maturities (cost $13,438,630 in 1995; $8,318,865 in 1994)                       $ 14,167,377        8,045,906
     Equity securities (cost $27,362 in 1995; $18,372 in 1994)                                   33,718           24,713
   Fixed maturities held-to-maturity, at amortized cost (fair value $3,602,310 in 1994)           -            3,688,787
   Mortgage loans on real estate                                                              4,786,599        4,222,284
   Real estate                                                                                  239,089          252,681
   Policy loans                                                                                 370,908          340,491
   Other long-term investments                                                                   67,280           63,914
   Short-term investments (note 13)                                                              45,732          131,643
                                                                                            -----------      -----------
                                                                                             19,710,703       16,770,419
                                                                                            -----------      -----------

Cash                                                                                             10,485            7,436
Accrued investment income                                                                       239,881          220,540
Deferred policy acquisition costs                                                             1,094,195        1,064,159
Deferred Federal income tax                                                                        --             36,515
Other assets                                                                                    795,169          790,603
Assets held in Separate Accounts (note 8)                                                    18,763,678       12,222,461
                                                                                            -----------      -----------
                                                                                            $40,614,111       31,112,133
                                                                                            ===========      ===========

                         LIABILITIES AND SHAREHOLDER'S EQUITY
                         ------------------------------------

Future policy benefits and claims (notes 6 and 8)                                            18,200,128       16,321,461
Policyholders' dividend accumulations                                                           353,554          338,058
Other policyholder funds                                                                         71,155           72,770
Accrued Federal income tax (note 7):

   Current                                                                                       34,064           13,126
   Deferred                                                                                     238,877                -  
                                                                                            -----------      -----------
                                                                                                272,941           13,126
                                                                                            -----------      -----------
Other liabilities                                                                               284,143          235,778
Liabilities related to Separate Accounts (note 8)                                            18,763,678       12,222,461
                                                                                            -----------      -----------
                                                                                             37,945,599       29,203,654
                                                                                            -----------      -----------
Shareholder's equity (notes 3, 4, 5, 7, 12 and 13):
   Capital shares, $1 par value.  Authorized 5,000 shares, issued and
     outstanding 3,815 shares                                                                    3,815             3,815
   Additional paid-in capital                                                                   673,782          622,753
   Retained earnings                                                                          1,606,607        1,401,579
   Unrealized gains (losses) on securities available-for-sale, net                              384,308         (119,668)
                                                                                            -----------      -----------
                                                                                              2,668,512        1,908,479
                                                                                            -----------      -----------
Commitments and contingencies (notes 9 and 15)

                                                                                            $40,614,111       31,112,133
                                                                                            ===========      ===========


See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>   3

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                       Consolidated Statements of Income

                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                                      1995            1994            1993     
                                                                                 ---------------  --------------  -------------
<S>                                                                                    <C>          <C>           <C>
Revenues (note 16):

   Traditional life insurance premiums                                                 $  274,957      209,538       215,715
   Accident and health insurance premiums                                                 509,658      324,524       312,655
   Universal life and investment product policy charges                                   307,676      239,021       188,057
   Net investment income (note 5)                                                       1,482,980    1,289,501     1,204,426
   Realized gains (losses) on investments  (notes 5 and 13)                                   836      (16,384)      113,673
                                                                                       ----------   ----------    ----------
                                                                                        2,576,107    2,046,200     2,034,526
                                                                                       ----------   ----------    ----------
Benefits and expenses:

   Benefits and claims                                                                  1,656,287    1,279,763     1,236,906
   Provision for policyholders' dividends on participating policies (note 12)              48,074       46,061        53,189
   Amortization of deferred policy acquisition costs                                       93,044       94,744       102,134
   Other operating costs and expenses                                                     458,970      352,402       329,396
                                                                                       ----------   ----------    ----------
                                                                                        2,256,375    1,772,970     1,721,625
                                                                                       ----------   ----------    ----------
      Income before Federal income tax expense and cumulative effect of
        changes in accounting principles                                                 319,732      273,230       312,901
                                                                                       ----------   ----------    ----------

Federal income tax expense (note 7):

   Current                                                                                103,464       79,847        75,124
   Deferred                                                                                 3,790        9,657        31,634
                                                                                       ----------   ----------    ----------
                                                                                          107,254       89,504       106,758
                                                                                       ----------   ----------    ----------

      Income before cumulative effect of changes in accounting principles                 212,478      183,726       206,143

Cumulative effect of changes in accounting principles, net (note 3)                            --           --         5,365
                                                                                       ----------   ----------    ----------

      Net income                                                                       $  212,478      183,726       211,508
                                                                                       ==========   ==========    ==========


See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>   4

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                                             Unrealized
                                                                                           gains (losses)
                                                             Additional                    on securities        Total
                                                 Capital      paid-in        Retained      available-for-   shareholder's
                                                  shares      capital        earnings        sale, net          equity
                                                -----------   -----------   ----------- ----------------- ---------------
<S>                                              <C>          <C>          <C>             <C>             <C>
1993:

   Balance, beginning of year                     $   3,815      311,753    1,024,150          90,524       1,430,242
   Capital contributions                                 --      111,000           --              --         111,000
   Dividends paid to shareholder                         --           --      (17,805)             --         (17,805)
   Net income                                            --           --      211,508              --         211,508
   Unrealized losses on equity securities, net           --           --           --         (83,777)        (83,777)
                                                 ----------   ----------    ----------     ----------      ----------
   Balance, end of year                          $    3,815      422,753    1,217,853           6,747       1,651,168
                                                 ==========   ==========    =========      ==========      ==========

1994:

   Balance, beginning of year                         3,815      422,753    1,217,853           6,747       1,651,168
   Capital contribution                                  --      200,000           --              --         200,000
   Net income                                            --           --      183,726              --         183,726
   Adjustment for change in accounting for
      certain investments in debt and equity
      securities, net (note 3)                           --           --           --         216,915         216,915
   Unrealized losses on securities available-
      for-sale, net                                      --           --           --        (343,330)       (343,330)
                                                 ----------   ----------   ----------      ----------      ---------- 
   Balance, end of year                          $    3,815      622,753    1,401,579        (119,668)      1,908,479
                                                 ==========   ==========   ==========      ==========      ========== 
 
1995:

   Balance, beginning of year                         3,815      622,753    1,401,579        (119,668)      1,908,479
   Capital contribution (note 13)                        --       51,029           --          (4,111)         46,918
   Dividends paid to shareholder                         --           --       (7,450)             --          (7,450)
   Net income                                            --           --      212,478              --         212,478
   Unrealized gains on securities available-
       for-sale, net                                     --           --           --         508,087         508,087
                                                 ----------   ----------   ----------      ----------      ----------
   Balance, end of year                          $    3,815      673,782    1,606,607         384,308       2,668,512
                                                 ==========   ==========   ==========      ==========      ========== 
                                                


See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>   5

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

                     Consolidated Statements of Cash Flows

                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                                     1995            1994            1993      
                                                                               --------------    ------------     -----------
<S>                                                                           <C>             <C>             <C>
  Cash flows from operating activities:

   Net income                                                                    $   212,478        183,726        211,508
   Adjustments to reconcile net income to net cash provided by operating
      activities:

         Capitalization of deferred policy acquisition costs                        (349,456)      (264,434)      (191,994)
         Amortization of deferred policy acquisition costs                            93,044         94,744        102,134
         Amortization and depreciation                                                10,319          6,207         11,156
         Realized losses (gains) on invested assets, net                                 717         15,949       (113,648)
         Deferred Federal income tax expense (benefit)                                 4,023         (2,166)        (6,006)
         Increase in accrued investment income                                       (19,341)       (29,654)        (4,218)
         Increase in other assets                                                     (3,227)      (112,566)      (549,277)
         Increase in policy liabilities                                              198,200      1,038,641        509,370
         Increase in policyholders' dividend accumulations                            15,496         15,372         17,316
         Increase in accrued Federal income tax payable                               20,938            832         16,838
         Increase in other liabilities                                                48,365         17,826         26,958
         Other, net                                                                  (20,556)       (19,303)       (11,745)
                                                                                 -----------    -----------    ------------
            Net cash provided by operating activities                                211,000        945,174         18,392
                                                                                 -----------    -----------    -----------

Cash flows from investing activities:

   Proceeds from maturity of securities available-for-sale                           706,442        579,067             --
   Proceeds from sale of securities available-for-sale                               131,420        247,876         247,502
   Proceeds from maturity of fixed maturities held-to-maturity                       633,173        516,003       1,192,093
   Proceeds from sale of fixed maturities                                                 --             --          33,959
   Proceeds from repayments of mortgage loans on real estate                         215,134        220,744         146,047
   Proceeds from sale of real estate                                                  48,477         46,713          23,587
   Proceeds from repayments of policy loans and sale of other invested assets         79,620        134,998          59,643
   Cost of securities available-for-sale acquired                                 (2,232,047)    (2,569,672)        (12,550)
   Cost of fixed maturities held-to-maturity acquired                               (669,449)      (675,835)     (2,016,831)
   Cost of mortgage loans on real estate acquired                                   (821,078)      (627,025)       (475,336)
   Cost of real estate acquired                                                      (10,970)       (15,962)         (8,827)
   Policy loans issued and other invested assets acquired                            (92,904)      (118,012)        (76,491)
                                                                                 -----------    -----------    ------------
            Net cash used in investing activities                                 (2,012,182)    (2,261,105)      (887,204)
                                                                                 -----------    -----------    -----------

Cash flows from financing activities:

   Proceeds from capital contributions                                                46,918        200,000        111,000
   Dividends paid to shareholder                                                      (7,450)            --        (17,805)
   Increase in universal life and investment product account balances              3,202,135      3,640,958      2,249,740
   Decrease in universal life and investment product account balances             (1,523,283)    (2,449,580)    (1,458,504)
                                                                                 -----------    -----------    -----------
            Net cash provided by financing activities                              1,718,320      1,391,378        884,431
                                                                                 -----------    -----------    -----------

Net (decrease) increase in cash and cash equivalents                                 (82,862)        75,447         15,619

Cash and cash equivalents, beginning of year                                         139,079         63,632         48,013
                                                                                 -----------    -----------    -----------
Cash and cash equivalents, end of year                                           $    56,217        139,079         63,632
                                                                                 ===========    ===========    ===========


See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>   6
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
                 Notes to Consolidated Financial Statements

                       December 31, 1995, 1994 and 1993

                               (000's omitted)


(1)   ORGANIZATION AND DESCRIPTION OF BUSINESS

      Nationwide Life Insurance Company (NLIC) is a wholly owned subsidiary of
      Nationwide Corporation (Corp.). Wholly-owned subsidiaries of NLIC include
      Nationwide Life and Annuity Insurance Company (NLAIC) (formerly known as
      Financial Horizons Life Insurance Company), West Coast Life Insurance
      Company (WCLIC), Employers Life Insurance Company of Wausau and
      subsidiaries (ELICW), National Casualty Company (NCC) and Nationwide
      Financial Services, Inc. (NFS).  NLIC and its subsidiaries are
      collectively referred to as "the Company."
                        
      NLIC, NLAIC, WCLIC and ELICW are life and accident and health insurers
      and NCC is a property and casualty insurer. The Company is licensed in
      all 50 states, the District of Columbia, the Virgin Islands and Puerto
      Rico. The Company offers a full range of life insurance, health insurance
      and annuity products through exclusive agents, brokers and other
      distribution channels and is subject to competition from other insurers
      throughout the United States. The Company is subject to regulation by the
      Insurance Departments of states in which it is licensed, and undergoes
      periodic examinations by those departments.
        
      The following is a description of the most significant risks  facing      
      life and health insurers and how the Company mitigates those risks:
        
         LEGAL/REGULATORY RISK is the risk that changes in the legal or
         regulatory environment in which an insurer operates will create
         additional expenses not anticipated by the insurer in pricing its
         products. That is, regulatory initiatives designed to reduce insurer
         profits, new legal theories or insurance company insolvencies through
         guaranty fund assessments may create costs for the insurer beyond
         those currently recorded in the consolidated financial statements. 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.
        
         CREDIT RISK is 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
         sound reinsurance and credit and collection policies and by
         providing for any amounts deemed uncollectible.
        
         INTEREST RATE RISK is 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.
        
(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 (GAAP) which
      differ from statutory accounting practices prescribed or permitted by
      regulatory authorities. See note 4.



<PAGE>   7

              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            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 December 31, 1995 consolidated financial statements include the
    accounts of NLIC and its wholly owned subsidiaries NLAIC, WCLIC, ELICW, NCC
    and NFS. The December 31, 1994 and 1993 consolidated financial statements
    include the accounts of NLIC, NLAIC, WCLIC, NCC and NFS. The December 31,
    1994 consolidated balance sheet also includes the accounts of ELICW, which
    was acquired by NLIC effective December 31, 1994. See Note 13. 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, 1995.

    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 are 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.

    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.                                      

    In March, 1995, the Financial Accounting Standards Board (FASB) issued
    STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 121 - ACCOUNTING FOR THE
    IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF
    (SFAS 121). SFAS 121 requires impairment losses to be 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. SFAS 121 also addresses
    the accounting for long-lived assets that are expected to be disposed of.
    The statement is effective for fiscal years beginning after December 15,
    1995 and earlier application is permitted. Previously issued consolidated
    financial statements shall not be restated. The Company will adopt SFAS 121 
    in 1996 and the impact on the consolidated financial statements is not
    expected to be material. 


<PAGE>   8

              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

(c) REVENUES AND BENEFITS

    TRADITIONAL LIFE INSURANCE PRODUCTS: Traditional life insurance
    products include those products with fixed and guaranteed premiums and
    benefits and consist primarily of whole life, limited-payment life, term
    life 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.

    UNIVERSAL LIFE AND INVESTMENT PRODUCTS: Universal life products include
    universal life, variable universal life and other interest-sensitive life
    insurance policies. Investment products consist primarily of individual and
    group deferred annuities, annuities without life contingencies and
    guaranteed investment contracts. Revenues for universal life and investment
    products consist of 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 benefits and claims incurred in the period in
    excess of related policy account balances and interest credited to policy
    account balances.

    ACCIDENT AND HEALTH INSURANCE: Accident and health insurance premiums
    are recognized as revenue over the terms of the policies. Policy claims are
    charged to expense in the period that the claims are incurred.

(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 agency expenses have been deferred. For traditional life and
    individual health 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. For
    universal life and investment 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. 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. 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 for administrative services
    and risks assumed.

(f) FUTURE POLICY BENEFITS

    Future policy benefits for traditional life and individual health
    insurance policies have been calculated using a net level premium method
    based on 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. See note 6.

    Future policy benefits for annuity policies in the accumulation phase,
    universal life and variable universal life policies have been calculated
    based on participants' contributions plus interest credited less applicable
    contract charges. 


<PAGE>   9
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

    Future policy benefits and claims for collectively renewable long-term
    disability policies (primarily discounted at 5.2%) and group long-term
    disability policies (primarily discounted at 5.5%) are the present value of
    amounts not yet due on reported claims and an estimate of amounts to be
    paid on incurred but unreported claims. The impact of reserve discounting
    is not material. Future policy benefits and claims on other                 
    group health insurance policies are not discounted.
        
(g) PARTICIPATING BUSINESS

    Participating business represents approximately 45% (45% in 1994 and
    48% in 1993) of the Company's ordinary life insurance in force, 72% (72% in
    1994 and 1993) of the number of policies in force, and 39% (41% in 1994 and
    45% in 1993) of life insurance premiums. The provision for policyholder
    dividends is based on current dividend scales. Future dividends are
    provided for ratably in future policy benefits based on dividend scales in
    effect at the time the policies were issued. Dividend scales are approved
    by the Board of Directors.

    Income attributable to participating policies in excess of policyholder
    dividends is accounted for as belonging to the shareholder. See note 12.

(h) FEDERAL INCOME TAX

    NLIC, NLAIC, WCLIC and NCC file a consolidated Federal income tax
    return with Nationwide Mutual Insurance Company (NMIC), the majority
    shareholder of Corp. Through 1994, ELICW filed a consolidated Federal
    income tax return with Employers Insurance of Wausau A Mutual Company.
    Beginning in 1995, ELICW files a separate Federal income tax return.

    In 1993, the Company adopted STATEMENT OF FINANCIAL ACCOUNTING
    STANDARDS NO. 109 - ACCOUNTING FOR INCOME TAXES, which required a change
    from the deferred method of accounting for income tax of APB Opinion 11 to
    the asset and liability method of accounting for income tax. Under the
    asset and liability 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.

    The Company has reported the cumulative effect of the change in method
    of accounting for income tax in the 1993 consolidated statement of income.
    See note 3.

(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.

(j) CASH EQUIVALENTS

    For purposes of the consolidated statements of cash flows, the Company
    considers all short-term investments with original maturities of three
    months or less to be cash equivalents.


<PAGE>   10
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

         (k) RECLASSIFICATION

             Certain items in the 1994 and 1993 consolidated financial
             statements have been reclassified to conform to the 1995
             presentation.

(3)      CHANGES IN ACCOUNTING PRINCIPLES

         Effective January 1, 1994, the Company changed its method of
         accounting for certain investments in debt and equity securities in
         connection with the issuance of STATEMENT OF FINANCIAL ACCOUNTING
         STANDARDS NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND
         EQUITY SECURITIES. As of January 1, 1994, the Company classified fixed
         maturity securities with amortized cost and fair value of $6,593,844
         and $7,024,736, respectively, as available-for-sale and recorded the
         securities at fair value. Previously, these securities were recorded
         at amortized cost. The effect as of January 1, 1994 has been recorded  
         as a direct credit to shareholder's equity as follows:

<TABLE>
<CAPTION>
           <S>                                                                  <C>
           Excess of fair value over amortized cost of fixed maturity
             securities available-for-sale                                      $ 430,892
           Adjustment to deferred policy acquisition costs                        (97,177) 
           Deferred Federal income tax                                           (116,800) 
                                                                                ---------  
                                                                                $ 216,915 
                                                                                =========  

         During 1993, the Company adopted accounting principles in connection
         with the issuance of two accounting standards by the FASB. The effect
         as of January 1, 1993, the date of adoption, has been recognized in
         the 1993 consolidated statement of income as the cumulative effect of
         changes in accounting principles, as follows:

           Asset/liability method of recognizing income tax (note 2(h))         $ 26,344 
           Accrual method of recognizing postretirement benefits other  
             than pensions (net of tax benefit of $11,296) (note 11)             (20,979)  
                                                                                --------   
                                                                                $  5,365 
                                                                                ======== 
 </TABLE>

(4)      BASIS OF PRESENTATION

         The consolidated financial statements have been prepared in accordance
         with GAAP. Annual Statements for NLIC and NLAIC, WCLIC, ELICW and NCC,
         filed with the Department of Insurance of the State of Ohio (the
         Department), California Department of Insurance, Wisconsin Insurance
         Department and Michigan Bureau of Insurance, respectively, are prepared
         on the basis of accounting practices prescribed or permitted by such
         regulatory authorities. 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.

         The statutory capital shares and surplus of NLIC as reported to
         regulatory authorities as of December 31, 1995, 1994 and 1993 was
         $1,363,031, $1,262,861 and $992,631, respectively. The statutory net
         income of NLIC as reported to regulatory authorities for the years
         ended December 31, 1995, 1994 and 1993 was $86,529, $76,532 and
         $185,943, respectively.                  


<PAGE>   11
 LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

(5)      INVESTMENTS

         An analysis of investment income by investment type follows for the 
         years ended December 31:

<TABLE>
<CAPTION>
                                                                 1995             1994            1993
                                                            -------------     ------------    ------------     
<S>                                                           <C>             <C>             <C>
   Gross investment income:
    Securities available-for-sale:
     Fixed maturities                                         $  772,589         674,346              --
     Equity securities                                             1,436             550           7,230
    Fixed maturities held-to-maturity                            232,692         193,009         800,255
    Mortgage loans on real estate                                410,965         376,783         364,810
    Real estate                                                   39,222          40,280          39,684
    Short-term investments                                        12,249           6,990           5,080
    Other                                                         61,701          42,831          33,832
                                                              ----------      ----------      ----------
          Total investment income                              1,530,854       1,334,789       1,250,891
   Less investment expenses                                       47,874          45,288          46,465
                                                              ----------      ----------      ----------
          Net investment income                               $1,482,980       1,289,501       1,204,426
                                                              ==========      ==========      ==========
</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>
                                                                 1995             1994           1993      
                                                           ---------------   -------------  --------------
<S>                                                           <C>               <C>              <C>
    Securities available-for-sale:     
     Fixed maturities                                         $  6,792            (7,120)              --
     Equity securities                                           3,435             1,427          129,728
    Fixed maturities                                                --                --           20,225
    Mortgage loans on real estate                               (7,312)          (20,462)         (28,241)
    Real estate and other                                       (2,079)            9,771           (8,039)
                                                              --------          --------         --------
                                                              $    836           (16,384)         113,673
                                                              ========          ========         ========
</TABLE>


         The components of unrealized gains (losses) on securities 
         available-for-sale, net, were as follows as of December 31:

<TABLE>
<CAPTION>
                                                                                1995             1994     
                                                                            ---------------   -------------
<S>                                                                           <C>              <C>
    Gross unrealized gains (losses)                                           $ 735,103         (266,618)
    Adjustment to deferred policy acquisition costs                            (143,851)          82,525
    Deferred Federal income tax                                                (206,944)          64,425
                                                                              ---------        ---------
                                                                              $ 384,308         (119,668)
                                                                              =========        ========= 
</TABLE>

         An analysis of the change in gross unrealized gains (losses) on 
         securities available-for-sale and fixed maturities held-to-maturity
         follows for the years ended December 31:

<TABLE>
<CAPTION>
                                                                 1995             1994            1993     
                                                            ---------------   -------------   -------------
<S>                                                           <C>            <C>            <C>
    Securities available-for-sale:
     Fixed maturities                                         $ 1,001,706       (703,851)           --
     Equity securities                                                 15         (1,990)      (128,837)
    Fixed maturities held-to-maturity                              86,477       (421,427)       223,392
                                                              -----------    -----------    -----------
                                                              $ 1,088,198     (1,127,268)        94,555
                                                              ===========    ===========    ===========
</TABLE>

<PAGE>   12
 LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                                                 
            Notes to Consolidated Financial Statements, Continued

The amortized cost and estimated fair value of securities available-for-sale 
were as follows as of December 31, 1995:

<TABLE>
<CAPTION>
                                                                            Gross         Gross
                                                           Amortized     unrealized     unrealized     Estimated
                                                              cost          gains         losses       fair value
                                                         --------------  ------------ ------------- ---------------
<S>                                                        <C>               <C>           <C>           <C>
 Fixed maturities:

  U.S. Treasury securities and obligations of U.S.
    government corporations and agencies                   $   438,109        36,714            (53)       474,770
  Obligations of states and political subdivisions               9,742         1,252             (1)        10,993
  Debt securities issued by foreign governments                162,442         9,641            (66)       172,017
  Corporate securities                                       8,902,494       524,796        (30,561)     9,396,729
  Mortgage-backed securities                                 3,925,843       196,645         (9,620)     4,112,868
                                                             ---------   -----------    -----------    -----------
      Total fixed maturities                                13,438,630       769,048        (40,301)    14,167,377
 Equity securities                                              27,362         6,441            (85)        33,718
                                                            ----------   -----------    -----------    -----------
                                                           $13,465,992       775,489        (40,386)    14,201,095
                                                           ===========   ===========    ============   ===========
</TABLE>


The amortized cost and estimated fair value of securities available-for-sale 
and fixed maturities held-to-maturity were as follows as of December 31, 1994:

<TABLE>
<CAPTION>
                                                                            Gross         Gross
                                                           Amortized     unrealized     unrealized     Estimated
                                                              cost          gains         losses       fair value
                                                         -------------  ------------- ------------- ---------------
<S>                                                           <C>            <C>           <C>         <C>
SECURITIES AVAILABLE-FOR-SALE 
 Fixed maturities:
  U.S. Treasury securities and obligations of U.S.
      government corporations and agencies                    $  393,156        1,794       (18,941)      376,009
  Obligations of states and political subdivisions                 2,202           55           (21)        2,236
  Debt securities issued by foreign governments                  177,910          872        (9,205)      169,577
  Corporate securities                                         4,201,738       50,405      (128,698)    4,123,445
  Mortgage-backed securities                                   3,543,859       18,125      (187,345)    3,374,639
                                                              ----------    ----------    ----------    ---------
        Total fixed maturities                                 8,318,865       71,251      (344,210)    8,045,906
 Equity securities                                                18,372        6,637          (296)       24,713
                                                              ----------    ----------    ----------    ---------
                                                              $8,337,237       77,888      (344,506)    8,070,619
                                                              ==========    =========     ==========    =========

FIXED MATURITY SECURITIES HELD-TO-MATURITY
  Obligations of states and political subdivisions           $   11,613           92           (255)       11,450
  Debt securities issued by foreign governments                  16,131          111            (39)       16,203
  Corporate securities                                        3,661,043       34,180       (120,566)    3,574,657
                                                              ----------    ----------    ----------    ---------
                                                             $3,688,787       34,383       (120,860)    3,602,310
                                                              ==========    ==========    ==========    =========
</TABLE>



<PAGE>   13
                                       
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)
                                       
             Notes to Consolidated Financial Statements, Continued

The amortized cost and estimated fair value of fixed maturity securities
available-for-sale as of December 31, 1995, by contractual 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
                                                      cost            fair value
                                                    -----------       ------------
                                                       
<S>                                                 <C>             <C>
FIXED MATURITY SECURITIES AVAILABLE-FOR-SALE
- --------------------------------------------
Due in one year or less                             $   641,490         647,639
Due after one year through five years                 5,365,703       5,623,126
Due after five years through ten years                2,477,457       2,609,262
Due after ten years                                   1,028,137       1,174,482
                                                    -----------     -----------
                                                      9,512,787      10,054,509
Mortgage-backed securities                            3,925,843       4,112,868
                                                    -----------     -----------
                                                    $13,438,630      14,167,377
                                                    ===========     ===========
</TABLE>

Proceeds from the sale of securities available-for-sale during 1995 and 1994
were $131,420 and $247,876, respectively, while proceeds from sales of
investments in fixed maturity securities during 1993 were $33,959. Gross gains
of $7,197 ($3,406 in 1994 and $2,413 in 1993) and gross losses of $2,309
($21,866 in 1994 and $39 in 1993) were realized on those sales.

During 1995, the Company transferred fixed maturity securities classified as
held-to-maturity with amortized cost of $27,929 to available-for-sale
securities due to evidence of a significant deterioration in the issuer's
creditworthiness.  The transfer of those fixed maturity securities resulted in
a gross unrealized loss of $4,285.

As permitted by the FASB's Special Report, A GUIDE TO IMPLEMENTATION OF
STATEMENT 115 ON ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
SECURITIES, issued in November, 1995, the Company transferred all of its fixed
maturity securities previously classified as held-to-maturity to
available-for-sale. As of December 14, 1995, the date of transfer, the fixed
maturity securities had amortized cost of $3,705,644, resulting in a gross
unrealized gain of $171,531.

Investments that were non-income producing for the twelve month period
preceding December 31, 1995 amounted to $28,958 ($11,513 for 1994) and
consisted of $8,228 (none in 1994) in fixed maturity securities, $14,740
($11,111 in 1994) in real estate and $5,990 ($402 in 1994) in other long-term
investments.

Real estate is presented at cost less accumulated depreciation of $30,931 in
1995 ($29,275 in 1994) and valuation allowances of $26,250 in 1995 ($27,330 in
1994).

Other long-term investments are presented net of valuation allowances of $457
as of December 31, 1995. There were no such valuation allowances as of December
31, 1994.

As of December 31, 1995, the recorded investment of mortgage loans on real
estate considered to be impaired (under STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 114, ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN as amended
by STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 118, ACCOUNTING BY CREDITORS
FOR IMPAIRMENT OF A LOAN - INCOME RECOGNITION AND DISCLOSURE) was $44,995,
which includes $23,975 of impaired mortgage loans on real estate for which the
related valuation allowance was $5,276 and $21,020 of impaired mortgage loans
on real estate for which there was no valuation allowance. During 1995, the
average recorded investment in impaired mortgage loans on real estate was
approximately $22,621 and interest income recognized on those loans was $416,
which is equal to interest income recognized using a cash-basis method of
income recognition.

<PAGE>   14
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

    Activity in the valuation allowance account for mortgage loans on real 
    estate is summarized for the year ended December 31, 1995:

<TABLE>
<CAPTION>
                                                                1995
                                                              --------
    <S>                                                        <C>
    Allowance, beginning year                               $ 47,892
         Additions charged to operations                       7,653
         Direct write-downs charged against the allowance     (4,850)
                                                            -------- 
    Allowance, end of year                                  $ 50,695
                                                            ========
</TABLE>

    Foresclosures of mortgage loans on real estate were $37,187 in 1994 and
    mortgage loans on real estate in process of foreclosure or in-substance
    foreclosed as of December 31, 1994 totaled $19,878, which approximated fair
    value.

    Fixed maturity securities with an amortized cost of $13,982 and $11,137 as
    of December 31, 1995 and 1994, respectively, were on deposit with various
    regulatory agencies as required by law.


(6) FUTURE POLICY BENEFITS AND CLAIMS

    The liability for future policy benefits for investment contracts represents
    approximately 82% and 81% of the total liability for future policy benefits 
    as of December 31, 1995 and 1994, respectively. The average interest rate 
    credited on investment product policies was approximately 6.5%, 6.5% and 
    7.0% for the years ended December 31, 1995, 1994 and 1993, respectively.

    The liability for future policy benefits for traditional life insurance and
    individual health insurance policies has been established based upon the
    following assumptions:

       INTEREST RATES:  Interest rates vary as follows:
       
<TABLE>
<CAPTION>

                                                                                                   Health
          Year of issue                         Life Insurance                                    insurance
          --------------      ------------------------------------------------------------     ---------------                     
           <S>                <C>                                                                 <C>        
           1995               7.6%, not graded - permanent contracts with loan provisions         4.5%
                              7.7%, not graded - all other contracts
           1984-1994          6.0% to 10.5%, not graded                                           5.0% to 6.0%
           1966-1983          6.0% to 8.1%, graded over 20 years to 4.0% to 6.6%                  3.5% to 6.0%
           1965 and prior     generally lower than post 1965 issues                               3.5% to 4.0%
</TABLE>


    WITHDRAWALS:  Rates, which vary by issue age, type of coverage  and 
    policy duration, are based on Company experience.

    MORTALITY:  Mortality and morbidity rates are based on published tables,
    modified for the Company's actual experience.



<PAGE>   15
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

    Activity in the liability for unpaid claims and claim adjustment expenses is
    summarized for the years ended December 31:

<TABLE>
<CAPTION>
                                                                      1995           1994            1993      
                                                                     ----------    ----------    ---------
      <S>                                                             <C>            <C>         <C>
      Balance, beginning of year                                      $ 637,998      592,180      760,209 
         Less reinsurance recoverables                                  438,761      430,720      547,683 
                                                                      ---------    ---------    --------- 
               Net balance, beginning of year                           199,237      161,460      212,526 
                                                                      ---------    ---------    --------- 
      Incurred related to:         
         Current year                                                   425,907      273,299      309,721 
         Prior years                                                    (17,203)     (26,156)     (26,248)
                                                                      ---------    ---------    --------- 
            Total incurred                                              408,704      247,143      283,473 
                                                                      ---------    ---------    --------- 
      Paid related to:      
         Current year                                                   290,605      175,700      208,978 
         Prior years                                                    111,353       73,889      125,561 
                                                                      ---------    ---------    --------- 
            Total paid                                                  401,958      249,589      334,539 
                                                                      ---------    ---------    --------- 
      Unpaid claims of acquired companies                                 2,542       40,223         --   
                                                                      ---------    ---------    --------- 
               Net balance, end of year                                 208,525      199,237      161,460 
         Plus reinsurance recoverables                                  491,321      438,761      430,720 
                                                                      ---------    ---------    --------- 
      Balance, end of year                                            $ 699,846      637,998      592,180 
                                                                      =========    =========    ========= 
</TABLE>

    Reinsurance recoverables include amounts from affiliates, as discussed in 
    note 13, of $477,912, $430,936, $430,278 and $534,983 as of December 31, 
    1995, 1994, 1993 and 1992, respectively.

    The provision for claims and claim adjustment expenses for prior years
    decreased in each of the three years ended December 31, 1995 due to
    lower-than-anticipated costs to settle accident and health insurance claims.


(7) FEDERAL INCOME TAX

    The tax effects of temporary  differences that give rise to significant 
    components of the net deferred tax asset (liability) as of December 31, 
    1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                                                                       1995            1994
                                                                                     --------       --------           
      <S>                                                                           <C>            <C>  
      Deferred tax assets:
       Future policy benefits                                                       $ 179,916      124,044
       Fixed maturity securities available-for-sale                                      --         95,536
       Liabilities in Separate Accounts                                               129,120       94,783
       Mortgage loans on real estate and real estate                                   26,062       25,632
       Other policyholder funds                                                         7,752        7,137
       Other assets and other liabilities                                              47,215       57,528
                                                                                    ---------    ---------
         Total gross deferred tax assets                                              390,065      404,660
                                                                                    ---------    ---------
      Deferred tax liabilities:   
       Deferred policy acquisition costs                                              312,616      317,224
       Fixed maturity securities available-for-sale                                   266,184         --  
       Equity securities available-for-sale and other            
          long-term investments                                                         3,431        3,620
       Other                                                                           46,711       47,301
                                                                                    ---------    ---------
         Total gross deferred tax liabilities                                         628,942      368,145
                                                                                    ---------    ---------
                                                                                    $(238,877)      36,515
                                                                                    =========    =========
</TABLE>


 

<PAGE>   16
                                
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

     The Company has determined that valuation allowances are not necessary as
     of December 31, 1995, 1994 and 1993 based on its analysis of future 
     deductible amounts. 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. All future 
     deductible amounts can be offset by future taxable amounts or recovery of
     Federal income tax paid within the statutory carryback period. In 
     addition, for future deductible amounts for securities available-for-sale, 
     affiliates of the Company which are included in the same consolidated 
     Federal income tax return hold investments that could be sold for capital 
     gains that could offset capital losses realized by the Company should 
     securities available-for-sale be sold at a loss.

<TABLE>
     Total Federal income tax expense for the years ended December 31, 1995, 
     1994 and 1993 differs from the amount computed by applying the U.S. 
     Federal income tax rate to income before tax as follows:
                                                                                                           
<CAPTION>
                                                                 1995                      1994                    1993       
                                                         ----------------------   ----------------------   ----------------------
                                                                Amount     %            Amount     %            Amount      %
                                                         ---------------  -----   --------------  ------   -------------  -------
      <S>                                                    <C>          <C>        <C>          <C>       <C>          <C>
      Computed (expected) tax expense                        $ 111,906    35.0       $  95,631    35.0      $ 109,515     35.0 
      Tax exempt interest and dividends                                                                                    
         received deduction                                       (137)   (0.1)           (194)   (0.1)        (2,322)    (0.7)
      Current year increase in U.S. Federal                                                                                
         income tax rate                                            --      --              --      --          1,704      0.5 
      Other, net                                                (4,515)   (1.4)         (5,933)   (2.1)        (2,139)    (0.7)
                                                             ---------    ----       ---------    ----      ---------     ----
            Total (effective rate of each year)              $ 107,254    33.5       $  89,504    32.8      $ 106,758     34.1 
                                                             =========    ====       =========    ====      =========     ====

</TABLE>


     Total Federal income tax paid was $75,309, $87,576 and $58,286 during the 
     years ended December 31, 1995, 1994 and 1993, respectively.

     Prior to 1984, the Life Insurance Company Income Tax Act of 1959 as 
     amended by the Deficit Reduction Act of 1984 (DRA), permitted the deferral 
     from taxation of a portion of statutory income under certain       
     circumstances. In these situations, the deferred income was accumulated in
     the  Policyholders' Surplus Account (PSA).  Management considers the
     likelihood  of distributions from the PSA to be remote; therefore, no
     Federal income  tax has been provided for such distributions in the
     consolidated financial  statements. The DRA eliminated any additional
     deferrals to the PSA. Any  distributions from the PSA, however, will
     continue to be taxable at the  then current tax rate. The balance of the
     PSA was approximately $35,344 as  of December 31, 1995.

(8)  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

     STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 107 - DISCLOSURES ABOUT 
     FAIR VALUE OF FINANCIAL INSTRUMENTS (SFAS 107) requires disclosure of fair 
     value information about existing on and off-balance sheet financial 
     instruments. SFAS 107 defines the fair value of a financial instrument 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 based on estimates 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. SFAS 107 excludes certain assets and liabilities from its 
     disclosure requirements. Accordingly, the aggregate fair value amounts 
     presented do not represent the underlying value of the Company.
                                    



<PAGE>   17
                                      
              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

       Although insurance contracts, other than policies such as annuities
       that are classified as investment contracts, are specifically exempted
       from SFAS 107 disclosures, estimated fair value of policy reserves on
       life insurance contracts are 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:

         CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS: The carrying
         amount reported in the consolidated balance sheets for these
         instruments approximates their fair value.

         FIXED MATURITY AND EQUITY SECURITIES: 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.


         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.

         MORTGAGE LOANS ON REAL ESTATE: 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 mortgages in default is the estimated fair value of the
         underlying collateral.

         INVESTMENT CONTRACTS: 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.                           

         POLICY RESERVES ON LIFE INSURANCE CONTRACTS: Included are disclosures
         for individual life, universal life 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.                          

         POLICYHOLDERS' DIVIDEND ACCUMULATIONS AND OTHER POLICYHOLDER FUNDS:
         The carrying amount reported in the consolidated balance sheets for
         these instruments approximates their fair value. 

<PAGE>   18

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

    Carrying amount and estimated fair value of financial instruments
    subject to SFAS 107 and policy reserves on life insurance contracts were
    as follow as of December 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                                      
                                                     1995                          1994
                                           --------------------------   -------------------------
                                             Carrying      Estimated      Carrying     Estimated
                                              amount       fair value      amount      fair value
                                           -----------    -----------   -----------   -----------
<S>                                        <C>            <C>           <C>           <C>
ASSETS
- ------
Investments:
   Securities available-for-sale:
      Fixed maturities                     $14,167,377    14,167,377     8,045,906     8,045,906
      Equity securities                         33,718        33,718        24,713        24,713
   Fixed maturities held-to-maturity              --            --       3,688,787     3,602,310
   Mortgage loans on real estate             4,786,599     5,169,805     4,222,284     4,173,284
   Policy loans                                370,908       370,908       340,491       340,491
   Short-term investments                       45,732        45,732       131,643       131,643
Cash                                            10,485        10,485         7,436         7,436
Assets held in Separate Accounts            18,763,678    18,763,678    12,222,461    12,222,461

LIABILITIES
- -----------
Investment contracts                        13,561,943    13,221,724    12,189,894    11,657,556
Policy reserves on life insurance contacts   3,695,814     3,659,074     3,170,085     2,934,384
Policyholders' dividend accumulations          353,554       353,554       338,058       338,058
Other policyholder funds                        71,155        71,155        72,770        72,770
Liabilities related to Separate Accounts    18,763,678    18,224,933    12,222,461    11,807,331
</TABLE>


(9) ADDITIONAL FINANCIAL INSTRUMENTS DISCLOSURES
    -------------------------------------------- 

    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 80% 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 $361,974 extending into 1996 were
    outstanding as of December 31, 1995.

    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 20% (22%
    in 1994) in any geographic area and no more than 2% (2% in 1994) with any
    one borrower.


<PAGE>   19

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

    The summary below depicts loans by remaining principal balance as of
    December 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                                                                              Apartment
                                                            Office    Warehouse     Retail     & other      Total
                                                          ---------   ---------   ---------   ---------   ---------
<S>                                                       <C>         <C>         <C>         <C>         <C>
1995:
 East North Central                                      $ 140,732     110,361     534,814     184,201     970,108
 East South Central                                         23,978      15,653     183,790      84,588     308,009
 Mountain                                                     --        18,940     144,156      48,727     211,823
 Middle Atlantic                                           124,079      72,201     183,562      18,383     398,225
 New England                                                 9,594      39,526     153,644           1     202,765
 Pacific                                                   190,628     239,687     395,914     107,650     933,879
 South Atlantic                                            101,904      74,731     458,355     279,692     914,682
 West North Central                                        134,866      14,205      81,521      37,586     268,178
 West South Central                                         69,143      99,618     194,717     272,323     635,801
                                                          ---------   ---------   ---------   ---------   ---------
                                                          $ 794,924     684,922   2,330,473   1,033,151   4,843,470
                                                          =========   =========   =========   =========            
     Less valuation allowances and unamortized discount                                                      56,871  
                                                                                                          ---------
                Total mortgage loans on real estate, net                                                 $4,786,599     
                                                                                                          =========
</TABLE>


<TABLE>
<CAPTION>
                                                                                              Apartment
                                                            Office    Warehouse     Retail     & other      Total
                                                          ---------   ---------   ---------   ---------   ---------
<S>                                                       <C>         <C>         <C>         <C>         <C>
1994:
 East North Central                                      $ 109,233     103,499     540,686     191,489     944,907
 East South Central                                         24,298      10,803     127,845      76,897     239,843
 Mountain                                                    3,150      13,770     140,358      39,682     196,960
 Middle Atlantic                                            61,299      53,285     140,847      30,111     285,542
 New England                                                10,536      43,282     139,131           4     192,953
 Pacific                                                   195,393     210,930     397,911      68,768     873,002
 South Atlantic                                             87,150      81,576     424,150     210,354     803,230
 West North Central                                        127,760      11,766      80,854       4,738     225,118
 West South Central                                         51,013      84,796     184,923     194,788     515,520
                                                          ---------   ---------   ---------   ---------   ---------
                                                          $ 669,832     613,707   2,176,705     816,831   4,277,075
                                                          =========   =========   =========   =========            
   Less valuation allowances and unamortized discount                                                        54,791
                                                                                                          ---------
        Total mortgage loans on real estate, net                                                         $4,222,284     
                                                                                                          =========
</TABLE>


(10)  PENSION PLAN
      ------------

      The Company is a participant, together with other affiliated companies,
      in a pension plan covering all employees who have completed at least one  
      thousand hours of service within a twelve-month period and who have met
      certain age requirements. Benefits are based upon the highest average
      annual salary of a specified number of consecutive years of the last ten
      years 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.

      Effective January 1, 1995, the plan was amended to provide enhanced       
      benefits for participants who met certain eligibility requirements and
      elected early retirement no later than March 15, 1995. The entire cost of
      the enhanced benefit was borne by NMIC and certain of its property and
      casualty insurance company affiliates.


<PAGE>   20

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

    Effective December 31, 1995, the Nationwide Insurance Companies and
    Affiliates Retirement Plan was merged with the Farmland Mutual Insurance
    Company Employees' Retirement Plan and the Wausau Insurance Companies
    Pension Plan to form the Nationwide Insurance Enterprise Retirement
    Plan. Immediately prior to the merger, the plans were amended to provide
    consistent benefits for service after January 1, 1996. These amendments had
    no significant impact on the accumulated benefit obligation or projected
    benefit obligation as of December 31, 1995.

    Pension costs charged to operations by the Company during the years ended   
    December 31, 1995, 1994 and 1993 were $14,105, $10,451 and $6,702,
    respectively.

    The Company's net accrued pension expense as of December 31, 1995 and       
    1994 was $1,376 and $1,836, respectively.

    The net periodic pension cost for the Nationwide Insurance Companies and    
    Affiliates Retirement Plan as a whole for the years ended December 31,
    1995, 1994 and 1993 follows:

<TABLE>
<CAPTION>
                                                                 1995          1994          1993
                                                              ---------     ---------     ---------
     <S>                                                      <C>            <C>           <C>
     Service cost (benefits earned during the period)         $  64,524        64,740        47,694
     Interest cost on projected benefit obligation               95,283        73,951        70,543
     Actual return on plan assets                              (249,294)      (21,495)     (105,002)
     Net amortization and deferral                              143,353       (62,150)       20,832
                                                               ---------     ---------     ---------
                                                              $  53,866        55,046        34,067
                                                               =========     =========     =========
</TABLE>
                       
    Basis for measurements, net periodic pension cost:

<TABLE>
<CAPTION>

                                                                    1995          1994          1993               
                                                                 ---------     ---------     ---------             
     <S>                                                           <C>           <C>           <C>                 
     Weighted average discount rate                                7.50%         5.75%         6.75%               
     Rate of increase in future compensation levels                6.25%         4.50%         4.75%               
     Expected long-term rate of return on plan assets              8.75%         7.00%         7.50%               
</TABLE>                                                              
                                                                    
    Information regarding the funded status of the Nationwide Insurance
    Enterprise Retirement Plan as a whole as of December 31, 1995 
    (post-merger) and the Nationwide Insurance Companies and Affiliates 
    Retirement Plan as of December 31, 1995 (pre-merger) and 1994 follows:
        
     <TABLE>                                                                  
     <CAPTION>                                                          
                                                                   Post-merger     Pre-merger                      
                                                                      1995           1995           1994           
                                                                   -----------    -----------    -----------       
     <S>                                                           <C>            <C>            <C>               
          Accumulated benefit obligation:                                                                          
                                                                                                                   
          Vested                                                   $ 1,236,730      1,002,079        914,850       
          Nonvested                                                     26,503          8,998          7,570       
                                                                   -----------    -----------    -----------       
                                                                   $ 1,263,233      1,011,077        922,420       
                                                                   ===========    ===========    ===========       
                                                                                                                   
     Net accrued pension expense:                                                                                  
        Projected benefit obligation for services rendered                                                         
           to date                                                 $ 1,780,616      1,447,522      1,305,547       
        Plan assets at fair value                                    1,738,004      1,508,781      1,241,771       
                                                                   -----------    -----------    -----------       
           Plan assets (less than) in excess of  projected                                                         
              benefit obligation                                       (42,612)        61,259        (63,776)      
        Unrecognized prior service cost                                 42,845         42,850         46,201       
        Unrecognized net (gains) losses                                (63,130)       (86,195)        39,408       
        Unrecognized net obligation (asset) at transition               41,305        (19,841)       (21,994)                     
                                                                   -----------    -----------    -----------       
                                                                   $   (21,592)        (1,927)          (161)      
                                                                   ===========    ===========    ===========       
     </TABLE>                                                           
                                                                        

<PAGE>   21

              NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
            (a wholly owned subsidiary of Nationwide Corporation)
                                      
            Notes to Consolidated Financial Statements, Continued

     Basis for measurements, funded status of plan:
                                                                     
      <TABLE>                                                        
      <CAPTION>                                                    
                                                          Post-merger       Pre-merger                                   
                                                             1995             1995              1994                     
                                                        ---------------  ---------------   ---------------               
     <S>                                                    <C>               <C>              <C>                       
     Weighed average discount rate                           6.00%             6.00%            7.50%                     
     Rate of increase in future compensation levels          4.25%             4.25%            6.25%                     
                                                                              
     </TABLE>                                                          
                                                                    
                                                                   
     Assets of the Nationwide Insurance Enterprise Retirement Plan are invested
     in group annuity contracts of NLIC and ELICW. Prior to the merger, the     
     assets of the Nationwide Insurance Companies and Affiliates Retirement 
     Plan were invested in a group annuity contract of NLIC.       
                                                                               
(11) POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                                
     -------------------------------------------                               
                                                                             
     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.       

     Effective January 1, 1993, the Company adopted the provisions of STATEMENT
     OF FINANCIAL ACCOUNTING STANDARDS NO. 106 - EMPLOYERS' ACCOUNTING FOR 
     POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (SFAS 106), which requires the
     accrual method of accounting for postretirement life and health care 
     insurance benefits based on actuarially determined costs to be recognized 
     over the period from the date of hire to the full eligibility date of 
     employees who are expected to qualify for such benefits.            
                                                                      
     The Company elected to immediately recognize its estimated accumulated
     postretirement benefit obligation as of January 1, 1993. Accordingly, a 
     noncash charge of $32,275 ($20,979 net of related income tax benefit) was
     recorded in the 1993 consolidated statement of income as a cumulative 
     effect of a change in accounting principle. See note 3. The adoption of    
     SFAS 106, including the cumulative effect of the change in accounting
     principle, increased the expense for postretirement benefits by $35,277 
     to $36,544 in 1993. 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, 1995 and 1994 was $51,490 and $36,001, respectively, and the
     net periodic postretirement benefit cost (NPPBC) for 1995 and 1994 was 
     $8,269 and $4,627, respectively.                                           
                                                                                
     The amount of NPPBC for the plan as a whole for the years ended 
     December 31, 1995, 1994 and 1993 was as follows:                     
                                                                      
     <TABLE>                                                          
     <CAPTION>                                                          
                                                                                   1995            1994          1993            
                                                                                 --------        --------      --------  
     <S>                                                                         <C>             <C>           <C>       
     Service cost - benefits attributed to employee service during the year      $  6,235           8,586         7,090  
     Interest cost on accumulated postretirement benefit obligation                14,151          14,011        13,928  
     Actual return on plan assets                                                  (2,657)         (1,622)         --    
     Amortization of unrecognized transition obligation of affiliates               2,966             568           568  
     Net amortization and deferral                                                 (1,619)          1,622          --    
                                                                                 --------        --------      --------  
                                                                                 $ 19,076          23,165        21,586  
                                                                                 ========        ========      ========  
     </TABLE>                                                                  


<PAGE>   22

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

       Information regarding the funded status of the plan as a whole as of
       December 31, 1995 and 1994 follows:                         
                                                                      
       <TABLE>                                                  
       <CAPTION>                                          
                                                                                     1995          1994                            
                                                                                   ---------    ---------                          
       <S>                                                                         <C>          <C>                                
       Accrued postretirement benefit expense:                                                                                     
          Retirees                                                                 $  88,680       76,677                          
          Fully eligible, active plan participants                                    28,793       22,013                          
          Other active plan participants                                              90,375       59,089                          
                                                                                   ---------    ---------                          
             Accumulated postretirement benefit obligation (APBO)                    207,848      157,779                          
          Plan assets at fair value                                                   54,325       49,012                          
                                                                                   ---------    ---------                          
             Plan assets less than accumulated postretirement benefit obligation    (153,523)    (108,767)                         
          Unrecognized transition obligation of affiliates                             1,827        6,577                          
          Unrecognized net gains                                                      (1,038)     (41,497)                         
                                                                                   ---------    ---------                          
                                                                                   $(152,734)    (143,687)                         
                                                                                   =========    =========                          
       </TABLE>                                                     
                                                                   
                                                                      
       Actuarial assumptions used for the measurement of the APBO as of    
       December 31, 1995 and 1994 and the NPPBC for 1995, 1994 and 1993 were 
       as follows:                                                    
                                                                       
       <TABLE>                                                     
       <CAPTION>                                                     
                                                          1995          1995          1994          1994          1993             
                                                          APBO         NPPBC          APBO          NPPBC         NPPBC            
                                                       -----------   -----------   ------------  ------------  ------------        
           <S>                                           <C>           <C>           <C>           <C>           <C>               
           Discount rate                                 6.75%            8%            8%            7%            8%             
           Assumed health care cost trend rate:                                                                                    
               Initial rate                                11%           10%           11%           12%           14%             
               Ultimate rate                                6%            6%            6%            6%            6%             
               Uniform declining period                  12 Years      12 Years      12 Years      12 Years      12 Years          
       </TABLE>                                               
                                                                   
       The health care cost trend rate assumption has an effect on the amounts 
       reported. For the plan as a whole, a one percentage point increase in 
       the assumed health care cost trend rate would increase the APBO as of 
       December 31, 1995 by $641 and the NPPBC for the year ended December 31,
       1995 by $107.                                                    
                                                                      
(12)   REGULATORY RISK-BASED CAPITAL, RETAINED EARNINGS AND DIVIDEND 
       RESTRICTIONS                                             
       -------------------------------------------------------------
                                                                          
       Each insurance company'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 each of its 
       insurance subsidiaries exceed the minimum risk-based capital 
       requirements.                                                            
                                                                    
       In accordance with the requirements of the New York statutes, the 
       Company has agreed with the Superintendent of Insurance of that state 
       that so long as participating policies and contracts are held by 
       residents of New York, no profits on participating policies and 
       contracts in excess of the larger of (a) ten percent of such profits or
       (b) fifty cents per year per thousand dollars of participating life 
       insurance in force, exclusive of group term, as of the year-end shall 
       inure to the benefit of the shareholder. Such New York statutes
       further provide that so long as such agreement is in effect, such 
       excess of profits shall be exhibited as "participating policyholders' 
       surplus" in annual statements filed with the Superintendent and shall 
       be used only for the payment or apportionment of dividends to 
       participating policyholders at least to the extent required by statute 
       or for the purpose of making up any loss on  participating policies.
                                                                       
<PAGE>   23

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

      In the opinion of counsel for the Company, the ultimate ownership of the
      entire surplus, however classified, of the Company resides with the
      shareholder, subject to the usual requirements under state laws and
      regulations that certain deposits, reserves and minimum surplus be
      maintained for the protection of the policyholders until all policy
      contracts are discharged.
                
      Based on the opinion of counsel with respect to the ownership of its
      surplus, the Company is of the opinion that the earnings attributable to
      participating policies in excess of the amounts paid as dividends to
      policyholders belong to the shareholder rather than the policyholders,
      and such earnings are so treated by the Company.
                
      The amount of shareholder's equity other than capital shares was
      $2,664,697, $1,904,664 and $1,647,353 as of December 31, 1995, 1994 and
      1993, respectively. The amount thereof not presently available for
      dividends to the shareholder due to the New York restrictions was
      $1,503,241, $929,934 and $954,037 as of December 31, 1995, 1994 and 1993,
      respectively.
                
      Ohio law limits the payment of dividends to shareholders. The maximum
      dividend that may be paid by the Company without prior approval of the
      Director of the Department is limited to the greater of statutory gain
      from operations of the preceding calendar year or 10% of statutory
      shareholder's surplus as of the prior December 31. Therefore, $2,468,687
      of shareholder's equity, as presented in the accompanying consolidated
      financial statements, is so restricted as to dividend payments in 1996.
                
      Each of NLIC's insurance company subsidiaries are limited in their
      payment of dividends by the state insurance department of their
      respective state of domicile. As of December 31, 1995, the maximum amount
      of shareholder's equity available for dividend payment to NLIC in 1996 by
      its insurance company subsidiaries without prior approval are:
                
      <TABLE>
      <S>                                             <C>
      Nationwide Life and Annuity Insurance Company   $10,143
      West Coast Life Insurance Company                13,153
      Employers Life Insurance Company of Wausau       10,132
      National Casualty Company                            --  
                                                      -------
                                                      $33,428
                                                      ======= 
</TABLE>
        

(13)  TRANSACTIONS WITH AFFILIATES
      ----------------------------

      On March 1, 1995, Corp. contributed all of the outstanding shares of
      Farmland Life Insurance Company (Farmland) to NLIC, which then merged
      Farmland into WCLIC effective June 30, 1995. The contribution resulted in
      a direct increase to consolidated shareholder's equity of $46,918. The
      contribution of Farmland has been accounted for in a manner similar to a
      pooling of interests and accordingly, Farmland's results are included in
      the consolidated statements of income beginning January 1, 1995. However,
      prior period consolidated financial statements have not been restated due
      to the impact of Farmland being immaterial.
                
      Effective December 31, 1994, NLIC purchased all of the outstanding shares
      of ELICW from Wausau Service Corporation (WSC) for $155,000. NLIC
      transferred fixed maturity securities and cash with a fair value of
      $155,000 to WSC on December 28, 1994, which resulted in a realized loss
      of $19,239 on the disposition of the securities. The purchase price
      approximated both the historical cost basis and fair value of net assets
      of ELICW. ELICW has and will continue to share home office, other
      facilities, equipment and common management and administrative services
      with WSC.
        
      Certain annuity products are sold through three affiliated companies
      which are also subsidiaries of Corp. Total commissions and fees paid to
      these affiliates for the three years ended December 31, 1995 were
      $57,969, $50,470 and $44,577, respectively.
        


<PAGE>   24

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

      The Company shares home office, other facilities, equipment and common
      management and administrative services with affiliates.
        
      The Company 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 1995 and
      1994 were not material. 

      During 1993, the Company sold equity securities with a market value
      $194,515 to NMIC, resulting in a realized gain of $122,823. With the
      proceeds, the Company purchased securities with a market value of
      $194,139 and cash of $376 from NMIC.                         

      Intercompany reinsurance contracts exist between NLIC and NMIC, NLIC and
      WCLIC, NLIC and NCC, WCLIC and NMIC and WCLIC and ELICW as of December
      31, 1995. These contracts are immaterial to the consolidated financial
      statements.    

      NCC participates in several 100% quota share reinsurance agreements with
      NMIC and Nationwide Mutual Fire Insurance Company, the minority
      shareholder of Corp. As a result of these agreements, the following
      assets and (liabilities) are included in the consolidated financial
      statements as of December 31, 1995 and 1994 for reinsurance ceded:
        
<TABLE>
<CAPTION>
                                                                            1995          1994      
                                                                        -----------   -----------
<S>                                                                     <C>            <C>
      Reinsurance recoverable                                           $ 590,379       541,289 
      Unearned premium reserves                                          (112,467)     (110,353) 
      Liability for unpaid claims and claim adjustment expense           (477,912)     (430,936)
</TABLE>                                                                

      The ceding of reinsurance does not discharge the original insurer from
      primary liability to its policyholder. The insurer which assumes the
      coverage assumes the related liability and it is the practice of insurers
      to treat insured risks, to the extent of reinsurance ceded, as though
      they were risks for which the original insurer is not liable. Management
      believes the financial strength of NMIC reduces to an acceptable level
      any risk to NCC under these intercompany  reinsurance agreements.        

      ELICW assumes certain accident and health insurance business from
      Employers Insurance of Wausau A Mutual Company, an affiliate. During
      1995, total premiums assumed by ELICW under the reinsurance
      agreement were $150,622.                

      The Company and various affiliates entered into agreements with
      Nationwide Cash Management Company (NCMC) and California Cash Management
      Company (CCMC), both affiliates, under which NCMC and CCMC act as common
      agents in handling the purchase and sale of short-term securities for the
      respective accounts of the participants. Amounts on deposit with NCMC and
      CCMC were $21,644 and $92,531 as of December 31, 1995 and 1994,
      respectively, and are included in short-term investments on the
      accompanying consolidated balance sheets.

(14)  BANK LINES OF CREDIT
      --------------------

      As of December 31, 1995 and 1994, NLIC had $120,000 of confirmed but
      unused bank lines of credit which support a $100,000 commercial paper
      borrowing authorization.
        
(15)  CONTINGENCIES
      -------------

      The Company is a defendant in various lawsuits. In the opinion of
      management, the effects, if any, of such lawsuits are not expected to be
      material to the Company's financial position or results of operations.
        
<PAGE>   25

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
             (a wholly owned subsidiary of Nationwide Corporation)

             Notes to Consolidated Financial Statements, Continued

(16)  SEGMENT INFORMATION
      -------------------

      The Company operates in the long-term savings, life insurance and
      accident and health insurance lines of business in the life insurance and
      property and casualty insurance industries. Long-term savings operations
      include both qualified and non-qualified annuity contracts issued to both
      individuals and groups. Life insurance operations include whole life,
      universal life, variable universal life and endowment and term life
      insurance issued to individuals and groups. Accident and health insurance
      operations also provide coverage to individuals and groups. Corporate
      primarily includes investments, and the related investment income, which
      are not specifically allocated to one of the three operating segments. In
      addition, realized gains and losses on all general account investments
      are reported as a component of the corporate segment.
        
      During 1995, the Company changed its reporting segments to better reflect
      the way the businesses are managed. Prior periods have been restated to
      reflect these changes.
        
      The following table summarizes the revenues and income (loss) before
      Federal income tax expense and cumulative effect of changes in accounting
      principles for the years ended December 31, 1995, 1994 and 1993 and
      assets as of December 31, 1995, 1994 and 1993, by business segment.
        
      <TABLE>                                                       
      <CAPTION>                                                 
                                                                                      1995           1994           1993      
                                                                                 ------------    ------------   ------------  
      <S>                                                                        <C>               <C>          <C>           
      Revenues:                                                                                                               
           Long-term savings                                                     $  1,406,241       1,125,013      1,048,045  
           Life insurance                                                             502,885         452,795        432,343  
           Accident and health insurance                                              532,383         345,545        339,764  
           Corporate                                                                  134,598         122,847        214,374  
                                                                                 ------------    ------------   ------------  
                                                                                 $  2,576,107       2,046,200      2,034,526  
                                                                                 ============    ============   ============  
                                                                                                                              
      Income (loss) before Federal income tax expense and                                                                     
          cumulative effect of changes in accounting principles:                                                              
           Long-term savings                                                          129,475          95,530         47,966  
           Life insurance                                                              63,169          46,119         36,383  
           Accident and health insurance                                              (12,521)         13,221         15,041  
           Corporate                                                                  139,609         118,360        213,511  
                                                                                 ------------    ------------   ------------  
                                                                                 $    319,732         273,230        312,901  
                                                                                 ============    ============   ============  
      Assets:                                                                                                                 
           Long-term savings                                                       34,634,892      25,815,273     20,695,598  
           Life insurance                                                           3,675,581       3,231,651      2,897,574  
           Accident and health insurance                                              307,643         291,296        297,200  
           Corporate                                                                1,995,995       1,773,913      1,515,989  
                                                                                 ------------    ------------   ------------  
                                                                                 $ 40,614,111      31,112,133     25,406,361  
                                                                                 ============    ============   ============  
                                                                                                                              

</TABLE>

<PAGE>   26



                                                                      Schedule I
                                                                     -----------

               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
       Summary of Investments - Other Than Investments in Related Parties
                               December 31, 1995
                                (000's omitted)

<TABLE>
<CAPTION>
                                                                     ----------------- ---------------  ------------------
                                                                         Column B         Column C           Column D
                                                                     ----------------- ---------------  ---------------
                                                                                                         Amount at which
                                                                                                           shown in the
                                                                                                           consolidated
                                                                           Cost         Market value      balance sheet
                                                                     ----------------- ---------------- -------------------
<S>                                                                  <C>              <C>              <C>
Fixed maturities available-for-sale:                                
   Bonds and notes:                                                 
      U.S. Government and government agencies and authorities          $  3,913,961         4,116,744          4,116,744
      States, municipalities and political subdivisions                       9,742            10,993             10,993
      Foreign governments                                                   162,442           172,016            172,016
      Public utilities                                                    2,053,701         2,146,000          2,146,000
      All other corporate                                                 7,298,784         7,721,624          7,721,624
                                                                     ----------------- ---------------- -------------------
          Total fixed maturities available-for-sale                      13,438,630        14,167,377         14,167,377   
                                                                     ----------------- ---------------- -------------------
Equity securities available-for-sale:
   Common stocks:
      Industrial, miscellaneous and all other                                26,037            32,474             32,474
   Non-redeemable preferred stock                                             1,325             1,244              1,244   
                                                                     ----------------- ---------------- -------------------
          Total equity securities available-for-sale                         27,362            33,718             33,718   
                                                                     ----------------- ---------------- -------------------

Mortgage loans on real estate                                             4,838,432                            4,786,599*
Real estate:
   Investment properties                                                    213,340                              171,739*
   Acquired in satisfaction of debt                                          82,930                               67,350*
Policy loans                                                                370,908                              370,908
Other long-term investments                                                  73,190                               67,280#
Short-term investments                                                       45,732                               45,732   
                                                                     -----------------                  -------------------
          Total investments                                             $19,090,524                           19,710,703   
                                                                     =================                  ===================
</TABLE>


*        Difference from Column B is primarily due to accumulated depreciation
         and valuation allowances due to impairments on real estate and
         valuation allowances due to impairments on mortgage loans on real
         estate. See Item 7, Management's Discussion and Analysis of Financial
         Condition and Results of Operations and note 5 to the consolidated
         financial statements.

#        Difference from Column B is primarily due to operating losses of
         investments in limited partnerships.


See accompanying independent auditors' report.

<PAGE>   27
                                      
                                      
                                                                   Schedule III
                                                                   ------------
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                      Supplementary Insurance Information
                        December 31, 1995, 1994 and 1993
                                (000's omitted)

<TABLE>
<CAPTION>
                                   
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------
             Column A                  Column B          Column C            Column D           Column E          Column F    
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------
                                       Deferred       Future policy                           Other policy
                                        policy      benefits, losses,                          claims and
             Segment                 acquisition        claims and      Unearned premiums   benefits payable      Premium
                                        costs         loss expenses            (1)                 (2)            revenue
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------
<S>                                <C>            <C>                  <C>                  <C>                <C>
1995: Long-term savings                $   668,784          14,847,449                                    455               -
      Life insurance                       416,209           2,494,344                                408,990         274,957
      Accident and health                  
       insurance                             9,202             858,335                                 15,264         509,658
      Corporate                                  -                   -                                      -               -  
                                    -------------- ---------------------                    ------------------ ---------------
             Total                      $1,094,195          18,200,128                                424,709         784,615 
                                    ============== =====================                    ================== ===============

1994: Long-term savings                    663,696          13,300,015                                    240               -
      Life insurance                       387,486           2,245,375                                397,174         209,538
      Accident and health              
       insurance                            12,977             776,071                                 13,414         324,524
      Corporate                                  -                   -                                      -               -   
                                    -------------- ---------------------                    ------------------ ---------------
             Total                      $1,064,159          16,321,461                                410,828         534,062 
                                    ============== =====================                    ================== ===============

1993: Long-term savings                    506,243          11,308,024                                  1,262               -
      Life insurance                       291,683           2,047,844                                378,788         215,715
      Accident and health              
       insurance                            14,018             736,387                                 14,595         312,655
      Corporate                                  -                   -                                      -               -    
                                    -------------- ---------------------                    ------------------ ---------------
             Total                     $   811,944          14,092,255                                394,645         528,370 
                                    ============== =====================                    ================== ===============
                                   
- ----------------------------------- -------------- -------------------- ------------------  -----------------  --------------
             Column A                  Column G          Column H            Column I           Column J          Column K    
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------
                                         Net                                Amortization           Other
                                      investment    Benefits, claims,       of deferred          operating 
             Segment                    income          losses and            policy              expenses         Premiums
                                         (3)       settlement expenses   acquisition costs          (3)             written
- ----------------------------------- -------------- -------------------- ------------------- ------------------ ---------------

1995: Long-term savings                 $1,124,207           1,009,632             51,998             210,525
      Life insurance                       202,285             267,123             34,124              94,461
      Accident and health              
       insurance                            22,725             379,532              6,922             153,984         473,513       
      Corporate                            133,763                   -                  -                   - 
                                    -------------- -------------------- ------------------- ------------------
             Total                      $1,482,980           1,656,287             93,044             458,970 
                                    ============== ==================== =================== ==================

1994: Long-term savings                    945,318             807,756             56,236             171,038
      Life insurance                       183,933             237,125             33,394              90,535
      Accident and health                                                                                            
       insurance                           21,020             234,882              5,114              90,829         315,688
      Corporate                            139,230                   -                  -                   - 
                                    -------------- -------------------- ------------------- ------------------
             Total                      $1,289,501           1,279,763             94,744             352,402 
                                    ============== ==================== =================== ==================

1993: Long-term savings                    897,639             800,385             43,291             157,046
      Life insurance                       178,978             227,786             35,220              89,496
      Accident and health                                                                                            
       insurance                            27,108             208,735             23,623              82,854        263,117
      Corporate                            100,701                   -                  -                   - 
                                    -------------- -------------------- ------------------- ------------------
             Total                      $1,204,426           1,236,906            102,134             329,396 
                                    ============== ==================== =================== ==================

<FN>
(1)  Unearned premiums are included in Column C amounts.        (3)  Allocations of net investment income and certain general
(2)  Column E agrees to the sum of the consolidated balance          expenses are based on a number of assumptions and
     sheet captions, "Policyholders' dividend                        estimates, and reported operating results would
     accumulations" and "Other policyholder funds".                  change by segment if different methods were applied.
</TABLE>

See accompanying independent auditors' report.

<PAGE>   28


                                                                     Schedule IV
                                                                     -----------
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                                  Reinsurance
                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)


<TABLE>
<CAPTION>
                                                                                                              Percentage
                                                        Ceded to         Assumed from                         of amount
                                   Gross amount      other companies   other companies      Net amount      assumed to net 
                                ------------------- ------------------ ----------------- ------------------ ---------------
<S>                    <C>         <C>                    <C>                  <C>            <C>                 <C>
1995:
Life insurance in force              $51,613,116          6,865,011            742,451        45,490,556           1.6%    
                                =================== ================== ================= ================== ===============

Premiums:
   Life insurance                        281,687             12,817              6,087           274,957           2.2%
   Accident and health                   
     insurance                           427,943             73,131            154,846           509,658          30.4%
                                ------------------- ------------------ ----------------- ------------------ ---------------
          Total                    $     709,630             85,948            160,933           784,615          20.5%    
                                =================== ================== ================= ================== ===============
1994:
Life insurance in force              $46,262,595          5,289,259            819,799        41,793,135           2.0%    
                                =================== ================== ================= ================== ===============
Premiums:
   Life insurance                        209,918              7,551              7,171           209,538           3.4%
   Accident and health                   
     insurance                           389,573             69,095              4,046           324,524           1.2%
                                ------------------- ------------------ ----------------- ------------------ ---------------
          Total                    $     599,491             76,646             11,217           534,062           2.1%    
                                =================== ================== ================= ================== ===============

1993:
Life insurance in force              $39,417,116          4,352,071            180,739        35,245,784           0.5%    
                                =================== ================== ================= ================== ===============
Premiums:
   Life insurance                        218,764              6,161              3,112           215,715           1.4%
   Accident and health                   
     insurance                           398,289             88,506              2,872           312,655           0.9%
                                ------------------- ------------------ ----------------- ------------------ ---------------
          Total                    $     617,053             94,667              5,984           528,370           1.1%    
                                =================== ================== ================= ================== ===============
</TABLE>


See accompanying independent auditors' report.

<PAGE>   29


                                                                      Schedule V
                                                                      ----------
               NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       Valuation and Qualifying Accounts
                  Years ended December 31, 1995, 1994 and 1993
                                (000's omitted)


<TABLE>
<CAPTION>
- ------------------------------------------------- ---------------- ----------------------------- ------------- -------------
                    Column A                         Column B               Column C               Column D      Column E   
- ------------------------------------------------- ---------------- ----------------------------- ------------- -------------
                                                    Balance at     Charged to                                   Balance at
                                                   beginning of     costs and      Charged to     Deductions      end of  
Description                                           period        expenses     other accounts      (1)          period  
- ------------------------------------------------- ---------------------------------------------- ------------- -------------
<S>                                                    <C>             <C>                  <C>       <C>           <C>
1995:
Valuation allowances - fixed maturity securities       $     -         10,153               -         10,153             -
Valuation  allowances  - mortgage  loans on real        
  estate                                                47,892          7,653               -          4,850        50,695
Valuation allowances - real estate                      27,330         (1,080)              -              -        26,250
Valuation allowances - other long-term                
  investments                                                -            457               -              -           457


1994:
Valuation allowances - fixed maturity securities         6,680         (6,680)              -              -             -
Valuation  allowances  - mortgage loans on real         
  estate                                                42,350         21,672               -         16,130        47,892
Valuation allowances - real estate                      31,357         (4,027)              -              -        27,330


1993:
Valuation allowances - fixed maturity securities         5,746            934               -              -         6,680
Valuation  allowances - mortgage loans on real        
  estate                                                31,872         28,241               -         17,763        42,350
Valuation allowances - real estate                      35,471         (4,114)              -              -        31,357
Valuation allowances - other long-term           
  investments                                              700           (700)              -              -             -

<FN>

(1)  Amounts represent direct write-downs charged against the valuation
     allowance.

</TABLE>


See accompanying independent auditors' report.


<PAGE>   61



<TABLE>
<CAPTION>
         PART C. OTHER INFORMATION

         Item 24.     FINANCIAL STATEMENTS AND EXHIBITS
   
<S>                   <C>                                                                        <C>
                      (a)  Financial Statements:                                                 PAGE

                           (1) Financial statements and schedule included
                               in Prospectus.
                               (Part A):
                               Condensed Financial Information.                                    15
                           (2) Financial statements and schedule included
                               in Part B:
                               Those financial statements and schedule                             59
                               required by Item 23 to be included in Part B
                               have been incorporated therein by reference
                               to the Prospectus (Part A).

                           Nationwide Variable Account-II:

                               Independent Auditors' Report.                                       59
                               Statement of Assets, Liabilities and Contract                       60
                               Owners' Equity as of December 31, 1995

                               Statements of Operations and Changes in                             61
                               Contract Owners' Equity for the years ended
                               December 31, 1995, 1994 and 1993.

                               Notes to Financial Statements.                                      63

                               Schedules of Changes in Unit Value.                                 71

                           Nationwide Life Insurance Company:

                               Independent Auditors' Report.                                       80
                               Consolidated Balance Sheets as of December                          81
                               31, 1995 and 1994.
                               Consolidated Statements of Income for the                           82
                               years ended December 31, 1995, 1994 and
                               1993.
                               Consolidated Statements of Shareholder's                            83
                               Equity for the years ended December 31,
                               1995, 1994 and 1993.
                               Consolidated Statements of Cash Flows for                           84
                               the years ended December 31, 1995, 1994
                               and 1993.

                               Notes to Consolidated Financial Statements.                         85

                               Schedule I - Summary of Investments - Other
                               Than Investments in Related Parties                                 105

                               Schedule III - Supplementary Insurance Information                  106
                                                                                                   
                               Schedule IV - Reinsurance                                           107
                                                                                                   
                               Schedule V - Valuation and Qualifying Accounts                      108
</TABLE>
    




                                   109 of 126
<PAGE>   62


Item 24.      (b) Exhibits
                         (1)   Resolution of the Depositor's Board of Directors
                               authorizing the establishment of the Registrant -
                               Filed previously with the Registration Statement
                               for the Nationwide Variable Account-II (File No.
                               2-75059), and hereby incorporated by reference.
                         (2)   Not Applicable
                         (3)   Underwriting or Distribution of contracts between
                               the Registrant and Principal Underwriter - Filed
                               previously with the Registration Statement for
                               the Nationwide Variable Account-II (File No.
                               2-75059), and hereby incorporated by reference.
   
                         (4)   The form of the variable annuity contract -
                               Filed Previously with the Registration 
                               Statement for the Nationwide Variable 
                               Account-II (File No. 33-67636) and hereby 
                               incorporated by reference.
                         (5)   Variable Annuity Application - Filed previously 
                               with the Registration Statement for the 
                               Nationwide Variable Account-II (File No. 
                               33-67636) and hereby incorporated by reference.
    
                         (6)   Articles of Incorporation of Depositor -
                               Filed previously with the Registration
                               Statement for the Nationwide Variable
                               Account-II (File No. 2-75059), and hereby
                               incorporated by reference.
                         (7)   Not Applicable
                         (8)   Not Applicable
   
                         (9)   Opinion of Counsel-Filed previously with the
                               Registration Statement for Nationwide Variable
                               Account-II (File No. 33-67636) and hereby 
                               incorporated by reference.
    
                         (10)  Not Applicable
                         (11)  Not Applicable
                         (12)  Not Applicable
                         (13)  Not Applicable

                                   110 of 126
<PAGE>   63


<TABLE>
<CAPTION>
Item 25.      DIRECTORS AND OFFICERS OF THE DEPOSITOR

                           NAME AND PRINCIPAL                             POSITIONS AND OFFICES
                            BUSINESS ADDRESS                                 WITH DEPOSITOR
<S>                       <C>                                      <C> 
                          Lewis J. Alphin                                        Director
                          519 Bethel Church Road
                          Mount Olives, NC  28365

                          Keith W. Eckel                                         Director
                          1647 Falls Road
                          Clarks Summit, PA 18411

                          Willard J. Engel                                       Director
                          1100 East Main Street
                          Marshall, MN 56258

                          Fred C. Finney                                         Director
                          1558 West Moreland Road
                          Wooster, OH 44691

                          Charles L. Fuellgraf, Jr.                              Director
                          600 South Washington Street
                          Butler, PA  16001

                          Joseph J. Gasper                         President and Chief Operating Officer
                          One Nationwide Plaza                                 and Director
                          Columbus, OH  43215

                          Henry S. Holloway                                   Chairman of the
                          1247 Stafford Road                                       Board
                          Darlington, MD  21034

                          D. Richard McFerson                      Chairman and Chief Executive Officer-
                          One Nationwide Plaza                        Nationwide Insurance Enterprise
                          Columbus, OH  43215                                  and Director

                          David O. Miller                                        Director
                          115 Sprague Drive
                          Hebron, Ohio  43025

                          C. Ray Noecker                                         Director
                          2770 State Route 674 South
                          Ashville, OH 43103

                          James F. Patterson                                     Director
                          8765 Mulberry Road
                          Chesterland, OH  44026
</TABLE>

                                  111 of 126
<PAGE>   64



<TABLE>
<CAPTION>
                           NAME AND PRINCIPAL                             POSITIONS AND OFFICES
                            BUSINESS ADDRESS                                 WITH DEPOSITOR
<S>                       <C>                                      <C>
                          Arden L. Shisler                                       Director
                          1356 North Wenger Road
                          Dalton, OH  44618

                          Robert L. Stewart                                      Director
                          88740 Fairview Road
                          Jewett, OH  43986

                          Nancy C. Thomas                                        Director
                          10835 Georgetown Street NE
                          Louisville, OH  44641

                          Harold W. Weihl                                        Director
                          14282 King Road
                          Bowling Green, OH  43402

                          Gordon E. McCutchan                            Executive Vice President,
                          One Nationwide Plaza                          Law and Corporate Services
                          Columbus, OH  43215                                  and Secretary

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

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

                          James E. Brock                                  Senior Vice President -
                          One Nationwide Plaza                            Life Company Operations
                          Columbus, OH  43215

                          W. Sidney Druen                            Senior Vice President and General
                          One Nationwide Plaza                        Counsel and Assistant Secretary
                          Columbus, OH  43215

                          Harvey S. Galloway, Jr.                  Senior Vice President-Chief Actuary-
                          One Nationwide Plaza                          Life, Health and Annuities
                          Columbus, OH  43215

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

                          Michael D. Bleiweiss                                Vice President-
                          One Nationwide Plaza                             Deferred Compensation
                          Columbus, OH  43215
</TABLE>


                                   112 of 126
<PAGE>   65



<TABLE>
<CAPTION>
                           NAME AND PRINCIPAL                             POSITIONS AND OFFICES

<S>                       <C>                                   <C>
   
                          Matthew S. Easley                                  Vice President -
                          One Nationwide Plaza                  Life Marketing and Administrative Services
                          Columbus, OH  43215
    

                          Ronald L. Eppley                                    Vice President-
                          One Nationwide Plaza                                   Pensions
                          Columbus, OH  43215

                          Timothy E. Murphy                                   Vice President-
                          One Nationwide Plaza                              Strategic Marketing
                          Columbus, Ohio  43215

                          R. Dennis Noice                                     Vice President-
                          One Nationwide Plaza                        Individual Investment Products
                          Columbus, OH  43215

                          Joseph P. Rath                                     Vice President -
                          One Nationwide Plaza                           Associate General Counsel
                          Columbus, OH  43215
</TABLE>

Item 26.      PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
              OR REGISTRANT.
                *     Subsidiaries for which separate financial statements are 
                      filed
                **    Subsidiaries included in the respective consolidated 
                      financial statements
                ***   Subsidiaries included in the respective group financial 
                      statements filed for unconsolidated subsidiaries
                ****  other subsidiaries

                                   113 of 126
<PAGE>   66
<TABLE>
<CAPTION>
                                                                        NO. VOTING
                                                                        SECURITIES
                                                       STATE           (SEE ATTACHED
                                                  OF ORGANIZATION      CHART) UNLESS
                        COMPANY                                          OTHERWISE              PRINCIPAL BUSINESS
                                                                         INDICATED
<S>      <C>                                       <C>                                 <C>
         Affiliate Agency of Ohio, Inc.                 Ohio                           Life Insurance Agency
         Affiliate Agency, Inc.                       Delaware                         Life Insurance Agency
         Allnations, Inc.                               Ohio                           Promotes cooperative insurance 
                                                                                       corporations worldwide

         American Marine Underwriters, Inc.           Florida                          Underwriting Manager
         Auto Direkt Insurance Company                Germany                          Insurance Company
         The Beak and Wire Corporation                  Ohio                           Radio Tower Joint Venture
         California Cash Management Company          California                        Investment Securities Agent
         Colonial County Mutual Insurance              Texas                           Insurance Company
         Company
         Colonial Insurance Company of               California                        Insurance Company
         California
         Columbus Insurance Brokerage and             Germany                          Insurance Broker
         Service GMBH
         Companies Agency Insurance Services         California                        Insurance  Broker
         of California
         Companies Agency of Alabama, Inc.            Alabama                          Insurance Broker
         Companies Agency of Idaho, Inc.               Idaho                           Insurance Broker
         Companies Agency of Illinois, Inc.           Illinois                         Acts as Collection Agent for Policies 
                                                                                       placed through Brokers
         Companies Agency of Kentucky, Inc.           Kentucky                         Insurance Broker
         Companies Agency of Massachusetts,        Massachusetts                       Insurance Broker
         Inc.
         Companies Agency of New York, Inc.           New York                         Insurance Broker
         Companies Agency of Pennsylvania, Inc.     Pennsylvania                       Insurance Broker
         Companies Agency of Phoenix, Inc.            Arizona                          Insurance Broker
         Companies Agency of Texas, Inc.               Texas                           Insurance Broker
         Companies Annuity Agency of Texas,            Texas                           Insurance Broker
         Inc.
         Companies Agency, Inc.                      Wisconsin                         Insurance Broker
         Companies Annuity Agency of Texas,            Texas                           Insurance Broker
         Inc.
</TABLE>

                                   114 of 126
<PAGE>   67

<TABLE>
<CAPTION>
                                                                        NO. VOTING
                                                                        SECURITIES
                                                       STATE           (SEE ATTACHED
                                                  OF ORGANIZATION      CHART) UNLESS
                        COMPANY                                          OTHERWISE                   PRINCIPAL BUSINESS
                                                                         INDICATED
<S>      <C>                                       <C>                                 <C>
         Countrywide Services Corporation             Delaware                         Products Liability, Investigative and 
                                                                                       Claims Management Services
         Employers Insurance of Wausau               Wisconsin                         Insurance Company
         A Mutual Company
     **  Employers Life Insurance Company of         Wisconsin                         Life Insurance Company
         Wausau
         F & B, Inc.                                    Iowa                           Insurance Agency
         Farmland Mutual Insurance Company              Iowa                           Insurance Company
         Financial Horizons Distributors              Alabama                          Life Insurance Agency
         Agency of Alabama, Inc.
         Financial Horizons Distributors                Ohio                           Insurance Agency
         Agency of Ohio
         Financial Horizons Distributors              Oklahoma                         Life Insurance Agency
         Agency of Oklahoma, Inc.
         Financial Horizons Distributors               Texas                           Life Insurance Agency
         Agency of Texas, Inc.
      *  Financial Horizons Investment Trust       Massachusetts                       Investment Company
         Financial Horizons Securities                Oklahoma                         Broker Dealer
         Corporation
         Gates, McDonald & Company                      Ohio                           Cost Control Business
         Gates, McDonald & Company of Nevada           Nevada                          Self-Insurance Administration Claims
                                                                                       Examinations and Data Processing Services
         Gates, McDonald & Company of                 New York                         Workers Compensation Claims Administration
         New York, Inc.
         Greater La Crosse Health Plans, Inc.        Wisconsin                         Writes Commercial Health and Medicare
                                                                                       Supplement Insurance
         InHealth Agency, Inc.                          Ohio                           Insurance Agency
         InHealth Management Systems, Inc.              Ohio                           Develops and operates Managed Care Delivery
                                                                                       System
         Insurance Intermediaries, Inc.                 Ohio                           Insurance Broker and Insurance Agency
         Key Health Plan, Inc.                       California                        Pre-paid health plans
         Landmark Financial Services of               New York                         Life Insurance Agency
         New York, Inc.
         Leben Direkt Insurance Company               Germany                          Life Insurance Company
         Lone Star General Agency, Inc.                Texas                           Insurance Agency
     **  MRM Investments, Inc.                          Ohio                           Owns and operates a Recreational Ski Facility
     **  National Casualty Company                    Michigan                         Insurance Company
</TABLE>

                                   115 of 126
<PAGE>   68

<TABLE>
<CAPTION>
                                                                        NO. VOTING
                                                                        SECURITIES
                                                       STATE           (SEE ATTACHED
                                                  OF ORGANIZATION      CHART) UNLESS
                        COMPANY                                          OTHERWISE                   PRINCIPAL BUSINESS
                                                                         INDICATED
<S>      <C>                                       <C>                                 <C>
         National Casualty Company of America,     Great Britain                       Insurance Company
         Ltd.
     **  National Premium and Benefit                 Delaware                         Insurance Administrative Services
         Administration Company
         Nationwide Agribusiness Insurance              Iowa                           Insurance Company
         Company
         Nationwide Cash Management Company             Ohio                           Investment Securities Agent
         Nationwide Communications, Inc.                Ohio                           Radio Broadcasting Business
         Nationwide Community Urban                     Ohio                           Redevelopment of blighted areas within the
         Redevelopment Corporation                                                     City of Columbus, Ohio
         Nationwide Corporation                         Ohio                           Organized for the purpose of acquiring,
                                                                                       holding, encumbering, transferring, or
                                                                                       otherwise disposing of shares, bonds, and
                                                                                       other evidences of indebtedness, securities,
                                                                                       and contracts of other persons, associations,
                                                                                       corporations, domestic or foreign and to form
                                                                                       or acquire the control of other corporations
         Nationwide Development Company                 Ohio                           Owns, leases and manages commercial real 
                                                                                       estate
         Nationwide Financial Institution             Delaware                         Insurance Agency
         Distributors Agency, Inc.
     **  Nationwide Financial Services, Inc.            Ohio                           Registered Broker-Dealer, Investment Manager
                                                                                       and Administrator
         Nationwide General Insurance Company           Ohio                           Insurance Company
         Nationwide HMO, Inc.                           Ohio                           Health Maintenance Organization
      *  Nationwide Indemnity Company                   Ohio                           Reinsurance Company
         Nationwide Insurance Enterprise                Ohio                           Membership Non-Profit Corporation
         Foundation
         Nationwide Insurance Golf Charities,           Ohio                           Membership Non-Profit Corporation
         Inc.
         Nationwide Investing Foundation              Michigan                         Investment Company
      *  Nationwide Investing                      Massachusetts                       Investment Company
         Foundation II
         Nationwide Investment Services               Oklahoma                         Registered Broker-Dealer in Deferred
         Corporation                                                                   Compensation Market
         Nationwide Investors Services, Inc.            Ohio                           Stock Transfer Agent
     **  Nationwide Life and Annuity Insurance          Ohio                           Life Insurance Company
         Company
</TABLE>

                                   116 of 126
<PAGE>   69

<TABLE>
<CAPTION>
                                                                        NO. VOTING
                                                                        SECURITIES
                                                       STATE           (SEE ATTACHED
                                                  OF ORGANIZATION      CHART) UNLESS
                        COMPANY                                          OTHERWISE                   PRINCIPAL BUSINESS
                                                                         INDICATED
<S>      <C>                                       <C>                                 <C>
     **  Nationwide Life Insurance Company              Ohio                           Life Insurance Company
         Nationwide Lloyds                             Texas                           Texas Lloyds Company
         Nationwide Mutual Fire Insurance               Ohio                           Insurance Company
         Company
         Nationwide Mutual Insurance Company            Ohio                           Insurance Company
         Nationwide Property and Casualty               Ohio                           Insurance Company
         Insurance Company
     **  Nationwide Property Management, Inc.           Ohio                           Owns, leases, manages and deals in Real
                                                                                       Property
      *  Nationwide Separate Account Trust         Massachusetts                       Investment Company
         NEA Valuebuilder Investor Services of        Alabama                          Life Insurance Agency
         Alabama, Inc.
         NEA Valuebuilder Investor Services of        Arizona                          Life Insurance Agency
         Arizona, Inc.
         NEA Valuebuilder Investor Services of     Massachusetts                       Life Insurance Agency
         Massachusetts, Inc.
         NEA Valuebuilder Investor Services of        Montana                          Life Insurance Agency
         Montana, Inc.
         NEA Valuebuilder Investor Services of         Nevada                          Life Insurance Agency
         Nevada, Inc.
         NEA Valuebuilder Investor Services of          Ohio                           Life Insurance Agency
         Ohio, Inc.
         NEA Valuebuilder Investor Services of        Oklahoma                         Life Insurance Agency
         Oklahoma, Inc.
         NEA Valuebuilder Investor Services of         Texas                           Life Insurance Agency
         Texas, Inc.
         NEA Valuebuilder Investor Services of        Wyoming                          Life Insurance Agency
         Wyoming
         NEA Valuebuilder Investor Services,          Delaware                         Life Insurance Agency
         Inc.
         NEA Valuebuilder Services Insurance       Massachusetts                       Life Insurance Agency
         Agency, Inc.
         Neckura General Insurance Company            Germany                          Insurance Company
         Neckura Holding Company                      Germany                          Administrative Service for Neckura 
                                                                                       Insurance Group
         Neckura Insurance Company                    Germany                          Insurance Company
         Neckura Life Insurance Company               Germany                          Life Insurance Company
</TABLE>

                                   117 of 126
<PAGE>   70

<TABLE>
<CAPTION>
                                                                        NO. VOTING
                                                                        SECURITIES
                                                       STATE           (SEE ATTACHED
                                                  OF ORGANIZATION      CHART) UNLESS
                        COMPANY                                          OTHERWISE                   PRINCIPAL BUSINESS
                                                                         INDICATED
<S>      <C>                                       <C>                                 <C>
         NWE, Inc.                                      Ohio                           Special Investments
         PEBSCO of Massachusetts Insurance         Massachusetts                       Markets and Administers Deferred Compensation
         Agency, Inc.                                                                  Plans for Public Employees
         PEBSCO of Texas, Inc.                         Texas                           Markets and Administers Deferred Compensation
                                                                                       Plans for Public Employees
         Pension Associates of Wausau, Inc.          Wisconsin                         Pension plan administration, record keeping
                                                                                       and consulting and compensation consulting
         Public Employees Benefit Services            Delaware                         Marketing and Administration of Deferred
         Corporation                                                                   Employee Compensation Plans for Public
                                                                                       Employees
         Public Employees Benefit Services            Alabama                          Markets and Administers Deferred Compensation
         Corporation of Alabama                                                        Plans for Public Employees
         Public Employees Benefit Services            Arkansas                         Markets and Administers Deferred Compensation
         Corporation of Arkansas                                                       Plans for Public Employees
         Public Employees Benefit Services            Montana                          Markets and Administers Deferred Compensation
         Corporation of Montana                                                        Plans for Public Employees
         Public Employees Benefit Services           New Mexico                        Markets and Administers Deferred Compensation
         Corporation of New Mexico                                                     Plans for Public Employees
         Scottsdale Indemnity Company                   Ohio                           Insurance Company
         Scottsdale Insurance Company                   Ohio                           Insurance Company
         SVM Sales GmbH, Neckura Insurance            Germany                          Sales support for Neckura Insurance Group
         Group
         Wausau Business Insurance Company            Illinois                         Insurance Company
         Wausau General Insurance Company             Illinois                         Insurance Company
         Wausau Insurance Company (U.K.)           United Kingdom                      Insurance and Reinsurance Company
         Limited
         Wausau International Underwriters           California                        Special Risks, Excess and Surplus Lines
                                                                                       Insurance Underwriting Manager
     **  Wausau Preferred Health Insurance           Wisconsin                         Insurance and Reinsurance Company
         Company
         Wausau Service Corporation                  Wisconsin                         Holding Company
         Wausau Underwriters Insurance Company       Wisconsin                         Insurance Company
     **  West Coast Life Insurance Company           California                        Life Insurance Company
</TABLE>

                                   118 of 126
<PAGE>   71

<TABLE>
<CAPTION>
                                                                       
                                                                          NO. VOTING SECURITIES   
                                                       STATE           (SEE ATTACHED CHART) UNLESS
             COMPANY                             OF ORGANIZATION           OTHERWISE INDICATED       PRINCIPAL BUSINESS
<S>   <C>                                               <C>          <C>                             <C>
      *  MFS Variable Account                           Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  NACo Variable Account                          Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide DC Variable                         Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Separate Account No. 1                         Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide Multi-Flex Variable Account         Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide VA Separate Account-A               Ohio         Nationwide Life and Annuity     Issuer of Annuity Contracts
                                                                     Separate Account
      *  Nationwide VA Separate Account-B               Ohio         Nationwide Life and Annuity     Issuer of Annuity Contracts
                                                                     Separate Account
         Nationwide VA Separate Account-C               Ohio         Nationwide Life and Annuity     Issuer of Annuity Contracts
                                                                     Separate Account
      *  Nationwide VA Separate Account-Q               Ohio         Nationwide Life and Annuity     Issuer of Annuity Contracts
                                                                     Separate Account
      *  Nationwide Variable Account                    Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide Variable Account-II                 Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide Variable Account-3                  Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide Variable Account-4                  Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide Variable Account-5                  Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide Fidelity Advisor Variable           Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
         Account                                                     Account
      *  Nationwide Variable Account-6                  Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide Variable Account-8                  Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
      *  Nationwide VL Separate                         Ohio         Nationwide Life and Annuity     Issuer of Life Insurance
         Account-A                                                   Separate Account                Contracts
      *  Nationwide VLI Separate Account                Ohio         Nationwide Life Separate        Issuer of Life Insurance
                                                                     Account                         Contracts
      *  Nationwide VLI Separate Account-2              Ohio         Nationwide Life Separate        Issuer of Life Insurance
                                                                     Account                         Contracts
      *  Nationwide VLI Separate Account-3              Ohio         Nationwide Life Separate        Issuer of Life Insurance
                                                                     Account                         Contracts
      *  Nationwide DCVA II                             Ohio         Nationwide Life Separate        Issuer of Annuity Contracts
                                                                     Account
</TABLE>


                                   119 of 126
<PAGE>   72

<TABLE>
<CAPTION>
                                                 NATIONWIDE INSURANCE ENTERPRISE                                        (left side}
 ______________________
| NATIONWIDE INSURANCE |            
| GOLF CHARITIES, INC. |
|                      |
|     MEMBERSHIP       |
|     NONPROFIT        |
|    CORPORATION       |
|______________________|
<S>                                      <C>                                           <C>
 ________________________________________________________________________________________________
|                               EMPLOYERS INSURANCE OF WAUSAU                                    |         
|                                    A MUTUAL COMPANY                                            |       
|                                      (EMPLOYERS)                                               |_________________________________
|                         Contribution Note          Cost                                        |_________________________________
|                         -----------------          ----                                        |         
|                         Casualty                   $400,000,000                                |              
|________________________________________________________________________________________________|              
                 |                                    |
    _____________|_________________      _____________|__________________       _____________________       __________________
   |      WAUSAU INSURANCE CO.     |    |        WAUSAU SERVICE          |     |                     |     |                  |
   |        (U.K.) LIMITED         |    |      CORPORATION (WSC)         |     |                     |     |                  |
   |                               |    |                                |     |  NATIONWIDE  LLOYDS |     |    COMPANIES     |
   |  Common Stock:   8,506,800    |    |   Common Stock:   1,000        |     |                     |     |                  |
   |  -------------   Shares       |    |   -------------   Shares       |_____|                     |_____|    AGENCY OF     |
   |                               |    |                                |_____|                     |_____|                  |
   |                  Cost         |    |                   Cost         |     |                     |     |    TEXAS, INC.   |
   |                  ----         |    |                   ----         |     |    A TEXAS LLOYDS   |     |                  |
   |  Employers--                  |    |   Employers--                  |     |                     |     |                  |
   |  100%            $15,683,300  |    |   100%            $106,763,000 |     |                     |     |                  |
   |_______________________________|    |________________________________|     |_____________________|     |__________________|
                                                        |
                                                        |     ______________________________
                                                        |    |        WAUSAU BUSINESS       |
                                                        |    |       INSURANCE COMPANY      |
                                                        |    |                              |
                                                        |    |  Common Stock:  10,900,000   |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 -----        |
                                                        |    |  WSC-100%       $21,800,000  |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       WAUSAU UNDERWRITERS    |
                                                        |    |       INSURANCE COMPANY      |
                                                        |    |                              |
                                                        |    |  Common Stock:  8,750        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                  Cost        |
                                                        |    |                  ----        |
                                                        |    |  WSC-100%        $44,560,006 |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       GREATER LA CROSSE      |
                                                        |    |       HEALTH PLANS, INC.     |
                                                        |    |                              |
                                                        |    |  Common Stock:  3,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-33.3%      $861,761     |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF ALABAMA, INC.       |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $100         |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |











                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF KENTUCKY, INC.      |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  ------------   Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |     OF PENNSYLVANIA, INC.    |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $100         |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |     OF MASSACHUSETTS, INC.   |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF NEW YORK, INC.      |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF PHOENIX, INC.       |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |         OF IDAHO, INC.       |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |
                                                        |
                                                        |     ______________________________
                                                        |    |     COUNTRYWIDE SERVICES     |
                                                        |    |          CORPORATION         |
                                                        |    |                              |
                                                        |    |  Common Stock:  100          |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $145,852     |
                                                        |    |______________________________|                             
                                                        |










                                                        |
                                                        |     ______________________________
                                                        |    |         WAUSAU GENERAL       |
                                                        |    |       INSURANCE COMPANY      |
                                                        |    |                              |
                                                        |    |  Common Stock:  200,000      |                    
                                                        |____|  ------------   Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $31,000,000  |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |     WAUSAU INTERNATIONAL     |
                                                        |    |         UNDERWRITERS         |
                                                        |    |                              |
                                                        |    |  Common Stock:  1,000        |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $10,000      |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |      INSURANCE SERVICES      |
                                                        |    |        OF CALIFORNIA         |
                                                        |    |                              |
                                                        |____|  Common Stock:  1,000        |                    
                                                        |    |  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $1,000       |
                                                        |    |______________________________|                             
                                                        |      
                                                        |     ______________________________
                                                        |    |        AMERICAN MARINE       |
                                                        |    |       UNDERWRITERS, INC.     |
                                                        |    |                              |
                                                        |    |  Common Stock:  20           |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $248,222     |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________
                                                        |    |       COMPANIES AGENCY       |
                                                        |    |       OF ILLINOIS, INC.      |
                                                        |    |                              |
                                                        |    |  Common Stock:  250          |                    
                                                        |____|  -------------  Shares       |
                                                        |    |                              |
                                                        |    |                 Cost         |
                                                        |    |                 ----         |
                                                        |    |  WSC-100%       $2,500       |
                                                        |    |______________________________|                             
                                                        |
                                                        |     ______________________________      _____________________________
                                                        |    |    COMPANIES AGENCY, INC.    |    |     PENSION ASSOCIATES      |  
                                                        |    |                              |    |       OF WAUSAU, INC.       |
                                                        |    |                              |    |                             |
                                                        |    |  Common Stock:  100          |    |  Common Stock:  1,000       |
                                                        |____|  -------------  Shares       |____|  -------------  Shares      |
                                                             |                              |    |                             |
                                                             |                 Cost         |    |  Companies        Cost      |
                                                             |                 ----         |    |  Agency, Inc.     ----      |
                                                             |  WSC-100%       $10,000      |    |  (Wisconsin) --   $10,000   |
                                                             |______________________________|    |  100%                       |  
                                                                                                 |_____________________________|
</TABLE>

<PAGE>   73


<TABLE>
<CAPTION>
                                                  NATIONWIDE INSURANCE ENTERPRISE                                (right side)
<S>                                         <C>                                  <C>             <C>
                                                                                            _________________________________
                                                                                           |                                 |
                                                                                           |       NATIONWIDE INSURANCE      |
                                                                                           |      ENTERPRISE FOUNDATION      |
                                                                                           |                                 | 
                                                                                           |            MEMBERSHIP           |
                                                                                           |            NONPROFIT            |
                                                                                           |           CORPORATION           |
                                                                                           |_________________________________|      
                                                       
    _________________________________________                                               ___________________________
   |                                         |                                             |                           |
___|           NATIONWIDE MUTUAL             |_____________________________________________|     NATIONWIDE MUTUAL     |
___|           INSURANCE COMPANY             |_____________________________________________|  FIRE INSURANCE COMPANY   |
   |              (CASUALTY)                 |                                             |          (FIRE)           |
   |_________________________________________|                                             |___________________________|        
                  |                 ||  |________________________________________________________________        |
                  |                 ||  |                                                                |       |
    ______________|_______________  ||  |    _____________________________                  _____________|_______|______________
   |                              | ||  |   |                             |                |                                    |
   |      ALLNATIONS, INC.        | ||  |   |      NATIONWIDE GENERAL     |                |            NATIONWIDE              |
   |                              | ||  |   |      INSURANCE COMPANY      |                |            CORPORATION             |
   | Common Stock:     2,936      | ||  |   |                             |                |                                    |
   | -------------     Shares     | ||  |   | Common Stock: 20,000 Shares |                | Common Stock:           Control    |
   |                   Cost       | ||  |___| -------------               |                | -------------           -------    |
   |                   ----       | ||  |   |                             |                | $13,642,432             100%       |
   | Casualty-26%     $88,320     | ||  |   |                Cost         |                |                                    |
   | Fire-26%         $88,463     | ||  |   |                ----         |                |          Shares      Cost          |
   | Preferred Stock: 1,466 Shares| ||  |   | Casualty-100%    $5,944,422 |                |          -----       ----          | 
   | ----------------             | ||  |   |_____________________________|                |  Casualty  12,992,922 $751,352,485 |
   |                  Cost        | ||  |                                                  |  Fire         649,510   24,007,936 |
   |                  ----        | ||  |                                                  |                                    | 
   | Casualty-6.8%    $100,000    | ||  |                                                  |           (See Page 2)             |
   | Fire-6.8%        $100,000    | ||  |                                                  |____________________________________|
   |______________________________| ||  |                                                  
                                    ||  |                                                 
    _________________________       ||  |    _____________________________  
   |                         |      ||  |   |                             |
   |      FARMLAND MUTUAL    |      ||  |   |     NATIONWIDE PROPERTY     |                  
   |     INSURANCE COMPANY   |      ||  |   |        AND CASUALTY         |                  
   |                         |      ||  |   |      INSURANCE COMPANY      |
   | Guaranty Fund           |______||  |   |                             |
   | -------------           |_______|  |   | Common Stock: 60,000 Shares |
   | Certificate             |          |   | -------------               |
   | -----------             |          |   |                   Cost      |
   |                         |          |   |                   ----      |
   |                Cost     |          |   | Casualty-100%    $6,000,000 |
   |                ----     |          |   |_____________________________|
   | Casualty       $500,000 |          |   
   |_________________________|          |    _____________________________
                   |                    |   |                             |
                   |                    |   |      COLONIAL INSURANCE     |
    _______________|___________         |   |    COMPANY OF CALIFORNIA    |     
   |          F & B, INC.      |        |   |         (COLONIAL)          |
   |                           |        |   |                             |
   | Common Stock:    1 Share  |        |___| Common Stock: 1,750 Shares  |
   | -------------             |        |   | -------------               |
   |                           |        |   |                 Cost        |
   |                   Cost    |        |   |                 ----        |
   |                   ----    |        |   | Casualty-100%   $11,750,000 |
   | Farmland Mutual-  $10     |        |   |_____________________________|
   | 100%                      |        |
   |___________________________|        |    _____________________________        __________________________ 
        ____________________________    |   |                             |      |                          |
       |                            |   |   |         SCOTTSDALE          |      |    NATIONAL PREMIUM &    | 
       |   NATIONWIDE AGRIBUSINESS  |   |   |     INSURANCE COMPANY       |      |  BENEFIT ADMINISTRATION  |
       |     INSURANCE COMPANY      |   |   |                             |      |         COMPANY          |
       |                            |   |   | Common Stock: 30,136 Shares |      |                          |
       | Common Stock:  1,000,000   |___|___| -------------               |______| Common Stock: 10,000     |
       | -------------  Shares      |   |   |                             |      | ------------  Shares     |
       |                            |   |   |                Cost         |      |                          | 
       |                            |   |   |                ----         |      |                   Cost   |
       |                            |   |   | Casualty-100%  $150,000,000 |      |                   ----   |                    
       | Casualty-99.9% $26,714,335 |   |   |_____________________________|      | Scottsdale-100%  $10,000 |
       |                            |   |                                        |__________________________|
       | Other Capital:             |   |
       | --------------             |   |
       | Casualty-Ptd.  $   713,567 |   |
       |____________________________|   |
                                        |       
                                              
                                             
                                              



                                                 
                                           
                                              
                                             
                                             
                                                                 
                                             
                                                                                                                                   






                                        |
                                        |
                                        | 
                                        |    _____________________________                       ______________________________
                                        |   |      NECKURA HOLDING        |                     |           NECKURA            |
                                        |   |     COMPANY (NECKURA)       |                     |      INSURANCE COMPANY       |
                                        |   |                             |                     |                              |
                                        |   | Common Stock: 10,000 Shares |                     | Common Stock: 6,000 Shares   |
                                        |___| -------------               |_____________________| -------------                |
                                        |   |                             |               |     |                              |
                                        |   |                 Cost        |               |     |               Cost           |
                                        |   |                 ---         |               |     |               ----           |
                                        |   | Casualty-100%   $87,943,140 |               |     | Neckura-100%  DM 6,000,000   |
                                        |   |_____________________________|               |     |______________________________|   
                                        |                                                 |
                                        |                                                 |      _____________________________
                                        |                                                 |     |        NECKURA LIFE         |
                                        |                                                 |     |      INSURANCE COMPANY      |
                                        |                                                 |     |                             |
                                        |                                                 |     | Common Stock: 4,000 Shares  |
                                        |                                                 |_____| -------------               |
                                        |                                                 |     |                             |
                                        |                                                 |     |               Cost          |
                                        |                                                 |     |               ----          |
                                        |                                                 |     | Neckura-100%  DM 15,825,681 |   
                                        |                                                 |     |_____________________________|
                                        |                                                 |
                                        |                                                 |      _____________________________
                                        |                                                 |     |      NECKURA GENERAL        |
                                        |                                                 |     |     INSURANCE COMPANY       |
                                        |                                                 |     |                             |
                                        |                                                 |     | Common Stock: 1,500 Shares  |
                                        |                                                 |_____| ------------                |
                                        |                                                 |     |                             |
                                        |                                                 |     |               Cost          |
                                        |                                                 |     |               ----          |
                                        |                                                 |     | Neckura-100%  DM 1,656,925  |
                                        |                                                 |     |_____________________________|
                                        |                                                 | 
                                        |                                                 |      _____________________________
                                        |                                                 |     |      COLUMBUS INSURANCE     |
                                        |                                                 |     |    BROKERAGE AND SERVICE    |
                                        |                                                 |     |            GmbH             |
                                        |                                                 |     |                             |
                                        |                                                 |     | Common Stock: 1 Share       |
                                        |                                                 |_____| -------------               |
                                        |                                                 |     |                             |
                                        |                                                 |     |                 Cost        |
                                        |                                                 |     |                 -----       |
                                        |                                                 |     |  Neckura-100%   DM 51,639   |
                                        |                                                 |     |_____________________________|
                                        |                                                 |
                                        |                                                 |      _____________________________
                                        |                                                 |     |        AUTO DIREKT          |
                                        |                                                 |     |     INSURANCE COMPANY       |
                                        |                                                 |     |                             |
                                        |                                                 |     | Common Stock: 1,500 Shares  |
                                        |                                                 |     | -------------               |
                                        |                                                 |_____|                             |
                                        |                                                 |     |               Cost          |
                                        |                                                 |     |               ----          |
                                        |                                                 |     | Neckura-100%  DM 1,643,149  |
                                        |                                                 |     |_____________________________|
                                        |                                                 |
                                        |    _____________________________                |      ____________________________
                                        |   |          NATIONWIDE         |               |     |         SVM SALES          |
                                        |   |    DEVELOPMENT COMPANY      |               |     |           GmbH             |
                                        |   |                             |               |     |                            |
                                        |   | Common Stock: 99,000 Shares |               |     | Common Stock: 50 Shares    |
                                        |   | -------------               |               |_____| -------------              |
                                        |   |                             |                     |                            |
                                        |___|                Cost         |                     |               Cost         |
                                        |   |                ---          |                     |               ----         |
                                        |   | Casualty-100%  $15,100,000  |                     | Neckura-100%  DM 50,000    |
                                        |   | Other Capital:              |                     |____________________________|
                                        |   | --------------              |
                                        |   | Casualty-Ptd.  $ 2,796,100  | 
                                        |   |_____________________________|
                                        |
                                        |


















                                        |    _____________________________
                                        |   |          SCOTTSDALE         |
                                        |   |      INDEMNITY COMPANY      |
                                        |   |                             |
                                        |___| Common Stock: 50,000 Shares |
                                        |   | -------------               |
                                        |   |                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-100%  $8,800,000   |
                                        |   |_____________________________|
                                        | 
                                        |    _____________________________
                                        |   |         NATIONWIDE          |
                                        |   |     INDEMNITY COMPANY       |
                                        |   |                             |
                                        |   | Common Stock: 28,000 Shares |
                                        |___| -------------               |
                                        |   |                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-100%  $294,529,000 |
                                        |   |_____________________________|
                                        |
                                        |    _____________________________        __________________________
                                        |   |          LONE STAR          |      |   COLONIAL COUNTY MUTUAL |
                                        |   |     GENERAL AGENCY, INC.    |      |     INSURANCE COMPANY    |
                                        |   |                             |      |                          |
                                        |   | Common Stock:  1,000 Shares |______| Surplus Debentures:      |
                                        |___| -------------               |______| -------------------      |
                                        |   |                             |      |                          |
                                        |   |                Cost         |      |          Cost            |
                                        |   |                ----         |      |          ----            |
                                        |   | Casualty-100%  $5,000,000   |      | Colonial $500,000        |
                                        |   |_____________________________|      | Lone Star 150,000        |
                                        |                                        |__________________________|
                                        |
                                        |    _____________________________
                                        |   |         NATIONWIDE          |
                                        |   |      COMMUNITY URBAN        |
                                        |   |       REDEVELOPMENT         |
                                        |   |        CORPORATION          |
                                        |   |                             |
                                        |   | Common Stock: 10 Shares     |
                                        |___| -------------               |
                                        |   |                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-100%  $1,000       |
                                        |   |_____________________________|
                                        |
                                        |    _____________________________
                                        |   |         INSURANCE           |
                                        |   |    INTERMEDIARIES, INC.     |
                                        |   |                             |
                                        |   | Common Stock: 1,615 Shares  |
                                        |___| -------------               |
                                        |   |                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-100%  $1,615,000   |
                                        |   |_____________________________|
                                        |
                                        |    _____________________________
                                        |   |      NATIONWIDE CASH        |
                                        |   |    MANAGEMENT COMPANY       |
                                        |   |                             |
                                        |   | Common Stock: 100 Shares    |
                                        |   | -------------               |
                                        |___|                             |
                                        |   |                Cost         |
                                        |   |                ----         |
                                        |   | Casualty-90%   $9,000       |
                                        |   | NW Fin Serv-    1,000       |
                                        |   | 10%                         | 
                                        |   |_____________________________|
                                        |
                                        |
                                        |    _____________________________  
                                        |   |       CALIFORNIA CASH       | 
                                        |   |     MANAGEMENT COMPANY      | 
                                        |   |                             | 
                                        |   | Common Stock:  90 Shares    | 
                                        |___| -------------               | 
                                        |   |                             | 
                                        |   |                Cost         | 
                                        |   |                ----         | 
                                        |   | Casualty-100%  $9,000       | 
                                        |   |_____________________________|        
                                        |                                   
                                                                           











                                        |                                   
                                        |    _____________________________       __________________________
                                        |   |          NATIONWIDE         |     |       THE BEAK AND       |
                                        |   |     COMMUNICATIONS, INC.    |     |     WIRE CORPORATION     |
                                        |   |                             |     |                          |
                                        |   | Common Stock: 14,750 Shares |     | Common Stock: 750 Shares |
                                        |___| -------------               |_____| -------------            |
                                            |                             |     |                          |
                                            |                 Cost        |     |           Cost           |
                                            |                 ----        |     |           ----           |
                                            | Casualty-100%   $11,510,000 |     | NW Comm-  $531,000       |
                                            |                             |     | 100%                     |
                                            | Other Capital:              |     |__________________________|
                                            | --------------              |
                                            | Casualty-Ptd.     1,000,000 |
                                            |_____________________________|
    

<FN>
                                                                                          Subsidiary Companies     - Solid Line
                                                                                          Contractual Association  - Double Line

                                                                                                          December 31, 1995
                                                                                                                     Page 1
</TABLE>


<PAGE>   74
<TABLE>
<CAPTION>
                                              NATIONWIDE INSURANCE ENTERPRISE                                           (left side)
<S>                                       <C>                                            <C>
                                           _______________________________________
                                          |                                       |
                                          |          EMPLOYERS INSURANCE          |___________________________________________
                                          |              OF WAUSAU                |___________________________________________
                                          |           A MUTUAL COMPANY            |
                                          |_______________________________________|













                                                                                                        __________________________
                                                                                                       |
                                                                                           ____________|_________________
                                                                                          |   NATIONWIDE LIFE INSURANCE  |
                                                                                          |      COMPANY (NW LIFE)       |
                                                                                          |Common Stock: 3,814,779 Shares|
                                                                                          | -------------                |
                                                                                          |                              |
                                                                                          | NW Corp.-    Cost            |
                                                                                          | 100%         ----            |
                                                                                          |              $950,226,915    |
                                                                                          |______________________________|
                     _________________________________________________________________________________| 
        ____________|_____________               ___________|_______________       |        ______________________________       
       |        NATIONWIDE        |             |     NATIONAL CASUALTY     |      |       |      NATIONWIDE LIFE AND     |
       | FINANCIAL SERVICES, INC. |             |       COMPANY (NC)        |      |       |   ANNUITY INSURANCE COMPANY  |
       |     (NW FIN. SERV.)      |             | Common Stock: 100 Shares  |      |       |                              |
 ______|Common Stock: 7,676 Shares|             | -------------             |      |       | Common Stock: 66,000 Shares  |
 | ____|-------------             |             |                           |      |_______| -------------                |
 | |   |               Cost       |             |               Cost        |      |       | NW Life-       Cost          |
 | |   |               ----       |             |               ----        |      |       | 100%           ----          |
 | |   | NW Life-100% $5,996,261  |             | NW Life-100%  $66,132,811 |      |       |               $58,070,003    |
 | |   |__________________________|             |___________________________|      |       |______________________________|
 | |    __________________________               ___________|_______________       |        ________________________________ 
 | |   |         NATIONWIDE       |             |                           |      |       |        WEST COAST LIFE         |   
 | |   |  INVESTOR SERVICES, INC. |             |                           |      |       |       INSURANCE COMPANY        |
 | |   |  Common Stock: 5 Shares  |             |   NCC OF AMERICA, INC.    |      |       | Common Stock:  1,000,000 Shares|
 | |___|  -------------           |             |         (INACTIVE)        |      |_______| -------------                  |
 | |   |  NW Fin. Serv.-100%      |             |                           |      |       |                                |
 | |   |                  Cost    |             |          NC-100%          |      |       |                  Cost          |
 | |   |                  ----    |             |                           |      |       |                  ----          |
 | |   |                  $5,000  |             |                           |      |       | NW Life-100%    $133,809,265   |
 | |   |__________________________|             |___________________________|      |       |________________________________|
 | |    __________________________               ______________________________    |        ____________________________  
 | |   |        NATIONWIDE        |            | EMPLOYERS LIFE INSURANCE CO. |    |       |   NATIONWIDE PROPERTY     | 
 | |   |        INVESTING         |            |     OF WAUSAU (ELIOW)        |    |       |    MANAGEMENT, INC.       | 
 | |   |        FOUNDATION        |            |                              |    |       | Common Stock: 59 Shares   | 
 | |___|                          |      ______| Common Stock: 250,000 Shares |____|_______| ------------              | 
 |  ___|                          |      |     | -------------  Cost          |    |       |                 Cost      | 
 | |   |                          |      |     |                ----          |    |       |                 ----      |
 | |   |                          |      |     | NW Life-100%   $155,000,000  |    |       |  NW Life-100%  $1,907,896 |
 | |   |   COMMON LAW TRUST       |      |     |______________________________|    |       |__________________________ |
 | |   |__________________________|      |                                         |                  |               
 | |                                     |       _____________________________     |        __________|_______________ 
 | |    __________________________       |      |       WAUSAU PREFERRED      |    |       |   MRM INVESTMENTS, INC.   |
 | |   |        NATIONWIDE        |      |      |     HEALTH INSURANCE CO.    |    |       |                           |
 | |   |        INVESTING         |      |      |                             |    |       | Common Stock: 1 Share     |
 | |___|        FOUNDATION II     |      |______| Common Stock: 200 Shares    |    |       | ------------              |
 |  ___|                          |      |      | -------------               |    |       |                           |
 | |   |                          |      |      |                  Cost       |    |       |                 Cost      |
 | |   |                          |      |      |                  ----       |    |       |  Nat. Prop.     ----      |
 | |   |    COMMON LAW TRUST      |      |      |  ELIOW -- 100%  $57,413,193 |    |       |  Mgmt.-100%    $550,000   |
 | |   |__________________________|      |      |_____________________________|    |       |___________________________|
 | |                                     |                                         |                                  
 | |                                     |       _____________________________     |       ___________________________ 
 | |    __________________________       |      |    KEY HEALTH PLAN, INC.    |    |      |          NWE, INC.        |
 | |   |       NATIONWIDE         |      |      |                             |    |      |                           |
 | |   |    SEPARATE ACCOUNT      |      |______| Common Stock:  1,000 Shares |    |______| Common Stock: 100 Shares  |
 | |   |          TRUST           |             | -------------               |           | ------------              |
 | |___|                          |             |                  Cost       |           |                 Cost      | 
 |  ___|                          |             |                  ----       |           |                 ----      | 
 | |   |    COMMON LAW TRUST      |             | ELIOW-80%        $2,700,000 |           |  NW Life-100% $35,971,375 | 
 | |   |                          |             |_____________________________|           |___________________________| 
 | |   |__________________________|                                                                                     
 | |                                                                                      
 | |    __________________________                                                                
 | |   |    FINANCIAL HORIZONS    |                                           
 | |   |    INVESTMENT TRUST      |    
 | |___|                          |    
 |_____|                          |    
       |    COMMON LAW TRUST      |    
       |__________________________|    
</TABLE>                                                                       
                                                 
<PAGE>   75

<TABLE>
<CAPTION>
                                              NATIONWIDE INSURANCE ENTERPRISE                                           (middle)

<S>                              <C>                        <C>                                      <C>
                                 _______________________________________
                                |                                       |
________________________________|          NATIONWIDE MUTUAL            |___________________________________________________________
________________________________|          INSURANCE COMPANY            |___________________________________________________________
                                |              (CASUALTY)               |
                                |_______________________________________|
                                                    |               _______________________________________________________________
                                  __________________|______________|___       
                                 |  NATIONWIDE CORPORATION (NW Corp)   |      
                                 | Common Stock:     Control:          |
                                 | -------------     -------           |
                                 |  13,642,432         100%            |                        
                                 |                                     |
                                 |           Shares       Cost         |                 
                                 |           ------       ----         |
                                 | Casualty   12,992,922  $751,352,485 |
                                 | Fire          649,510    24,007,936 |
                                 |_____________________________________|
                                                    |
____________________________________________________|______________________________________________________________________________
                   |                                                    |                                          |
        ___________|_________________                      _____________|_____________                 ____________|______________
       | PUBLIC EMPLOYEES BENEFIT     |                   |      GATES, McDONALD      |               |    NATIONWIDE FINANCIAL   |
       |SERVICES CORPORATION (PEBSCO) |                   |      & COMPANY (GATES)    |               |  INSTITUTION DISTRIBUTORS |
 ______| Common Stock: 236,494 Shares |                   | Common Stock: 254 Shares  |               |      AGENCY, INC. (NFIDAI)|
|  ____| -------------                |                   | -------------             |___       _____| Common Stock: 1,000 Shares|
| |    |               Cost           |                   |                           |   |     |  ___| -------------             |
| |    | NW Corp.-     ----           |                   |               Cost        |   |     | |   |               Cost        |
| |    | 100%          $ 7,830,936    |                   |               ----        |   |     | |   | NW Corp.      ----        |
| |    |______________________________|                   | NW Corp.-     $25,683,532 |   |     | |   | 100%          $19,501,000 |
| |                                                       | 100%                      |   |     | |   |___________________________|
| |                                                       |___________________________|   |     | |
| |                                                                                       |     | |
| |                                                        ___________________________    |     | |                                
| |     ____________________________                      |  GATES, McDONALD & COMPANY|   |     | |    ___________________________ 
| |    |     PEBSCO SECURITIES      |                     |     OF NEW YORK, INC.     |   |     | |   |    FINANCIAL HORIZONS     |
| |    |           CORP.            |                     | Common Stock: 3 Shares    |   |     | |   |     DISTRIBUTORS AGY.     |
| |____| Common Stock: 5,000 Shares |                     | -------------             |___|     | |   |      OF ALABAMA, INC.     |
| |    | -------------              |                     |                           |   |     | |___|Common Stock: 10,000 Shares|
| |    |                  Cost      |                     |                Cost       |   |     | |   |-----------                |
| |    |                  ----      |                     |                ----       |   |     | |   |               Cost        |
| |    |     PEBSCO-100%  $25,000   |                     | Gates-100%     $106,947   |   |     | |   |               ----        |
| |    |____________________________|                     |                           |   |     | |   | NFIDAI-100%    $100       |
| |                                                       |___________________________|   |     | |   |___________________________|
| |                                                                                       |     | |                                
| |                                                                                       |     | |                                
| |                                                        ___________________________    |     | |                                
| |     ____________________________                      |  GATES, McDONALD & COMPANY|   |     | |                                
| |    |          PEBSCO OF         |                     |         OF NEVADA         |   |     | |    ___________________________ 
| |    |           ALABAMA          |                     |                           |   |     | |   |    LANDMARK FINANCIAL     |
| |    |Common Stock: 100,000 Shares|                     |   Common Stock: 40 Shares |___|     | |   |        SERVICES OF        |
| |____|-------------               |                     |                           |         | |   |       NEW YORK, INC.      |
| |    |                   Cost     |                     |   Gates-100%    Cost      |         | |___|Common Stock: 10,000 Shares|
| |    |                   ----     |                     |                 ----      |         | |   |-------------              |
| |    |  PEBSCO-100%      $1,000   |                     |                 $93,750   |         | |   |               Cost        |
| |    |____________________________|                     |___________________________|         | |   |               ----        |
| |                                                                                             | |   | NFIDAI-100%    $10,100    |
| |                                                                                             | |   |___________________________|
| |                                                                                             | |                                
| |                                                                                             | |                                
| |     ____________________________                                                            | |                                
| |    |         PEBSCO OF          |                                                           | |                                
| |    |         ARKANSAS           |                                                           | |    ___________________________ 
| |    | Common Stock: 50,000 Shares|                                                           | |   |    FINANCIAL HORIZONS     |
| |____| -------------              |                                                           | |   |      SECURITIES CORP.     |
| |    |                  Cost      |                           ________________________________|_|___|Common Stock: 10,000 Shares|
| |    |                  ----      |                          |  AFFILIATE AGENCY, INC.   |    | |   |-------------              |
| |    | PEBSCO-100%      $500      |                          |                           |    | |   |               Cost        |
| |    |____________________________|                          |  Common Stock: 100 Shares |    | |   |               ----        |
| |                                                            |                           |    | |   | NFIDAI-100%   $153,000    |
| |                                                            |   NFIDAI-100%   Cost      |    | |   |___________________________|
| |                                                            |                 ----      |    | |                                
| |     ___________________________                            |                 $100      |    | |                                
| |    | PEBSCO OF MASSACHUSETTS   |                           |___________________________|    | |                                
| |    |  INSURANCE AGENCY, INC.   |                                                            | |    ___________________________ 
| |____| Common Stock: 1,000 Shares|                                                            | |   |                           |
| |    | -------------             |                                                            | |   |     FINANCIAL HORIZONS    |
| |    |                   Cost    |                                                            | |___|        DISTRIBUTORS       |
| |    |                   ----    |                                                            |  ___|       AGENCY OF OHIO,     |
| |    | PEBSCO-100%      $1,000   |                                                            | |   |            INC.           |
| |    |___________________________|                                                            | |   |___________________________|
| |                                                                                             | |                                
| |                                                                                             | |                                












| |                                                                                             | |                                
| |     ___________________________                                                             | |    ___________________________ 
| |    |         PEBSCO OF         |                                                            | |   |                           |
| |    |         MONTANA           |                                                            | |___|     FINANCIAL HORIZONS    |
| |____| Common Stock: 500 Shares  |                                                            |  ___|    DISTRIBUTORS AGENCY    |
| |    | -------------             |                                                            | |   |     OF OKLAHOMA, INC.     |
| |    |                  Cost     |                                                            | |   |___________________________|
| |    |                  ----     |                                                            | |                              
| |    | PEBSCO-100%      $500     |                                                            | |                           
| |    |___________________________|                                                            | |                           
| |                                                                                             | |                                
| |     ___________________________                                                             | |                                
| |    |         PEBSCO OF         |                                                            | |    ___________________________ 
| |    |         NEW MEXICO        |                                                            | |   |                           |
| |    |                           |                                                            | |___|    FINANCIAL HORIZONS     |
| |____|Common Stock: 1,000 Shares |                                                            |  ___|    DISTRIBUTORS AGENCY    |
| |    |-------------              |                                                            | |   |       OF TEXAS, INC.      |
| |    |                   Cost    |                                                            | |   |___________________________|
| |    |                   -----   |                                                            | |                                
| |    | PEBSCO-100%      $1,000   |                                                            | |                                
| |    |___________________________|                                                            | |    ___________________________ 
| |                                                                                             | |   |                           |
| |     ___________________________                                                             | |___|         AFFILIATE         |
| |____|                           |                                                            |_____|         AGENCY OF         |
|______|         PEBSCO OF         |                                                                  |         OHIO, INC.        |
       |        TEXAS, INC.        |                                                                  |                           |
       |___________________________|                                                                  |___________________________|
                                                                                                                                   
                                                                                                                                   
</TABLE>
                                                    
<PAGE>   76
<TABLE>
<CAPTION>
                                              NATIONWIDE INSURANCE ENTERPRISE                                           (right side)
<S>                     <C>                             <C>                                      
                       _______________________________________
                      |                                       |
______________________|          NATIONWIDE MUTUAL            |
______________________|        FIRE INSURANCE COMPANY         |
                      |               (FIRE)                  |
                      |_______________________________________|
________________________________________|                                                  










                                                    
____________________________________________________________________
                        |                        |                  |
           _____________|_____________           |      ____________|______________
          |      NEA VALUEBUILDER     |          |     |    NATIONWIDE HMO, INC.   |
          |  INVESTOR SERVICES, INC.  |          |     |         (NW HMO)          |
          |           (NEA)           |          |     | Common Stock: 100 Shares  |
   _______| Common Stock: 500 Shares  |          |_____| ------------              |
  |  _____| -------------             |          |     |               Cost        |
  | |     |               Cost        |          |     |               ----        |
  | |     | NW Corp.-     ----        |          |     | NW Corp.-                 |
  | |     | 100%          $5,000      |          |     | 100%          $14,603,732 |
  | |     |___________________________|          |     |___________________________|
  | |                                            |                   
  | |      ___________________________           |      ___________________________ 
  | |     |      NEA VALUEBUILDER     |          |     |    INHEALTH MANAGEMENT    |
  | |     |     INVESTOR SERVICES     |          |     |       SYSTEMS, INC.       |
  | |_____|      OF ALABAMA, INC.     |          |     | Common Stock: 100 Shares  |
  | |     | Common Stock: 500 Shares  |          |_____| -------------             |
  | |     | -------------             |          |     |                           |
  | |     |               Cost        |          |     |              Cost         |
  | |     |               ----        |          |     | NW HMO       ----         |
  | |     | NEA-100%      $5,000      |          |     | INC.-100%   $25,149       |
  | |     |___________________________|          |     |___________________________|
  | |                                            |                                  
  | |      ___________________________           |      ___________________________ 
  | |     |      NEA VALUEBUILDER     |          |     |         INHEALTH          |
  | |     |     INVESTOR SERVICES     |          |     |        AGENCY, INC.       |
  | |     |      OF MONTANA, INC.     |          |     | Common Stock: 100 Shares  |
  | |_____| Common Stock: 500 Shares  |          |_____| -------------             |
  | |     | -------------             |                |             Cost          |
  | |     |               Cost        |                | NW HMO      ----          |
  | |     |               -----       |                | INC.-99%   $116,077       |
  | |     | NEA-100%      $500        |                |___________________________|
  | |     |___________________________|          
  | |                                            
  | |      ___________________________           
  | |     |      NEA VALUEBUILDER     |          
  | |     |     INVESTOR SERVICES     |          
  | |_____|       OF NEVADA, INC.     |          
  | |     | Common Stock:  500 Shares |          
  | |     | -------------  Cost       |          
  | |     |                ----       |          
  | |     | NEA-100%       $500       |          
  | |     |___________________________|          
  | |                                            
  | |      ___________________________           
  | |     |      NEA VALUEBUILDER     |          
  | |     |     INVESTOR SERVICES     |          
  | |_____|        OF OHIO, INC.      |          
  | |     | Common Stock:  100 Shares |          
  | |     | -------------  Cost       |          
  | |     |                ----       |          
  | |     | NEA-91%        $5,000     |          
  | |     |___________________________|          
  | |                                            
  | |      ___________________________           
  | |     |      NEA VALUEBUILDER     |          
  | |     |     INVESTOR SERVICES     |          
  | |_____|      OF WYOMING, INC.     |          
  | |     | Common Stock:  500 Shares |          
  | |     | -------------  Cost       |          
  | |     |                ----       |          
  | |     | NEA-100%       $500       |          
  | |     |___________________________|          
  | |                                            
  | |      ___________________________           
  | |     |                           |          
  | |     |      NEA VALUEBUILDER     |          
  | |_____|     INVESTOR SERVICES     |          
  | |     |       OF TEXAS, INC.      |          
  | |     |                           |          
  | |     |___________________________|          









  | |                                                               
  | |      ___________________________        
  | |     |                           |       
  | |_____|      NEA VALUEBUILDER     |       
  |_______|     INVESTOR SERVICES     |       
          |      OF OKLAHOMA, INC.    |       
          |                           |       
          |___________________________|       
                                              



</TABLE>



Subsidiary Companies     --  Solid Line
Contractual Association  --  Double Line

December 31, 1995
                                    Page 2
<PAGE>   77

Item 27.      NUMBER OF CONTRACT OWNERS

              The number of contract Owners of Qualified and Non-Qualified
              Contracts as of February 22, 1996 was 17,981 and 23,886
              respectively.

Item 28.      INDEMNIFICATION

              Provision is made in the Company's Amended Code of Regulations and
              expressly authorized by the General Corporation Law of the State
              of Ohio, for indemnification by the Company of any person who was
              or is a party or is threatened to be made a party to any
              threatened, pending or completed action, suit or proceeding,
              whether civil, criminal, administrative or investigative by reason
              of the fact that such person is or was a director, officer or
              employee of the Company, against expenses, including attorneys'
              fees, judgments, fines and amounts paid in settlement actually and
              reasonably incurred by such person in connection with such action,
              suit or proceeding, to the extent and under the circumstances
              permitted by the General Corporation Law of the State of Ohio.

              Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 ("Act") may be permitted to directors,
              officers or persons controlling the Company pursuant to the
              foregoing provisions, the Company has been informed that in the
              opinion of the Securities and Exchange Commission such
              indemnification is against public policy as expressed in the Act
              and is, therefore, unenforceable. In the event that a claim for
              indemnification against such liabilities (other than the payment
              by the registrant of expenses incurred or paid by a director,
              officer or controlling person of the registrant in the successful
              defense of any action, suit or proceeding) is asserted by such
              director, officer or controlling person in connection with the
              securities being registered, the registrant will, unless in the
              opinion of its counsel the matter has been settled by controlling
              precedent, submit to a court of appropriate jurisdiction the
              question whether such indemnification by it is against public
              policy as expressed in the Act and will be governed by the final
              adjudication of such issue.

Item 29.      PRINCIPAL UNDERWRITER

              (a)  Nationwide Financial Services, Inc. ("NFS") acts as general
                   distributor for the Nationwide Multi-Flex Variable Account,
                   Nationwide DC Variable Account, Nationwide Variable
                   Account-II, Nationwide Variable Account-5, Nationwide
                   Variable Account-8, Nationwide VA Separate Account-A,
                   Nationwide VA Separate Account-B, Nationwide VA Separate
                   Account-C, Nationwide VL Separate Account-A, Nationwide VLI
                   Separate Account-2, Nationwide VLI Separate Account-3, NACo
                   Variable Account and the Nationwide Variable Account, all of
                   which are separate investment accounts of the Company or its
                   affiliates. 

                   NFS also acts as principal underwriter for the Nationwide
                   Investing Foundation, Nationwide Separate Account Trust,
                   Financial Horizons Investment Trust, and Nationwide
                   Investing Foundation II, which are open-end management       
                   investment companies.

              (b)                        NATIONWIDE FINANCIAL SERVICES, INC.
                                               DIRECTORS AND OFFICERS

<TABLE>
<CAPTION>
                                                                       POSITIONS AND OFFICES
         NAME AND BUSINESS ADDRESS                                        WITH UNDERWRITER
<S>                                                            <C>
Joseph J. Gasper                                                       President and Director
One Nationwide Plaza
Columbus, Ohio  43215

D. Richard McFerson                                            Chairman of the Board of Directors and
One Nationwide Plaza                                                        Chairman and
Columbus, OH  43215                                             Chief Executive Officer--Nationwide
                                                                 Insurance Enterprise and Director
Gordon E. McCutchan
One Nationwide Plaza                                              Executive Vice President-Law and
Columbus, OH  43215                                               Corporate Services and Director
</TABLE>

                                   122 of 126

<PAGE>   78

         (b)                             NATIONWIDE FINANCIAL SERVICES, INC.
                                                DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
<S>                                                         <C>
Robert A. Oakley                                             Executive Vice President - Chief Financial
One Nationwide Plaza                                                    Officer and Director
Columbus, Ohio  43215

Robert J. Woodward                                          Executive Vice President - Chief Investment
One Nationwide Plaza                                                    Officer and Director
Columbus, Ohio 43215

W. Sidney Druen                                                      Senior Vice President and
One Nationwide Plaza                                                    General Counsel and
Columbus, OH  43215                                                     Assistant Secretary

James F. Laird, Jr.                                                  Vice President and General
One Nationwide Plaza                                                          Manager
Columbus, OH  43215

Peter J. Neckermann                                                        Vice President
One Nationwide Plaza
Columbus, OH  43215

Harry S. Schermer                                                   Vice President - Investments
One Nationwide Plaza
Columbus, OH  43215

Rae I. Mercer                                                                Secretary
One Nationwide Plaza
Columbus, OH  43215

William G. Goslee                                                            Treasurer
One Nationwide Plaza
Columbus, Ohio  43215
</TABLE>


<TABLE>
<CAPTION>
              (c) NAME OF        NET UNDERWRITING        COMPENSATION ON
                 PRINCIPAL         DISCOUNTS AND          REDEMPTION OR       BROKERAGE
                UNDERWRITER        COMMISSIONS            ANNUITIZATION      COMMISSIONS         COMPENSATION
                -----------        -----------            -------------      -----------         ------------
<S>              <C>                     <C>                   <C>               <C>                  <C>
                 Nationwide              N/A                   N/A               N/A                  N/A
                  Financial
                  Services,
                    Inc.
</TABLE>

                                   123 of 126
<PAGE>   79


Item 30.      LOCATION OF ACCOUNTS AND RECORDS

              Robert O. Cline
              Nationwide Life Insurance Company
              One Nationwide Plaza
              Columbus, OH  43216

Item 31.      MANAGEMENT SERVICES

              Not Applicable

Item 32.      UNDERTAKINGS

              The Registrant hereby undertakes to:

              (a) file a post-effective amendment to this registration statement
              as frequently as is necessary to ensure that the audited financial
              statements in the registration statement are never more than 16
              months old for so long as payments under the variable annuity
              contracts may be accepted;

              (b) include either (1) as part of any application to purchase a
              contract offered by the prospectus, a space that an applicant can
              check to request a Statement of Additional Information, or (2) a
              post card or similar written communication affixed to or included
              in the prospectus that the applicant can remove to send for a
              Statement of Additional Information; and

              (c) deliver any Statement of Additional Information and any
              financial statements required to be made available under this form
              promptly upon written or oral request.

              The Registrant hereby represents that any contract offered by the
              prospectus and which is issued pursuant to Section 403(b) of the
              Code, is issued by the Registrant in reliance upon, and in
              compliance with, the Securities and Exchange Commission's
              no-action letter to the American Council of Life Insurance
              (publicly available November 28, 1988) which permits withdrawal
              restrictions to the extent necessary to comply with IRC Section
              403(b)(11).



                                   124 of 126
<PAGE>   80









                                   Offered by
                        Nationwide Life Insurance Company

                        NATIONWIDE LIFE INSURANCE COMPANY

                        NATIONWIDE VARIABLE ACCOUNT - II

                  INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT

                                   PROSPECTUS

   
                                 August 1, 1996
                                 --------------

    





                                  125 of 126
<PAGE>   81
                                   SIGNATURES
   
As required by the Securities Act of 1933, and the Investment Company Act of
1940, the Registrant, NATIONWIDE VARIABLE ACCOUNT-II, certifies that it meets
the requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment and has caused this Post-Effective Amendment to be
signed on its behalf in the City of Columbus, and State of Ohio, on this 25th
day of July, 1996.
    

                                    NATIONWIDE VARIABLE ACCOUNT-II
                               --------------------------------------
                                           (Registrant)
                                  NATIONWIDE LIFE INSURANCE COMPANY
                               --------------------------------------
                                           (Depositor)
                                         By /s/ JOSEPH P. RATH
                               --------------------------------------
                                          Joseph P. Rath
                                         Vice President and
                                      Associate General Counsel

   
As required by the Securities Act of 1933, this Post-Effective Amendment has
been signed by the following persons in the capacities indicated on the 25th day
of July, 1996.
    

<TABLE>
<CAPTION>
     SIGNATURE                                             TITLE
<S>                                           <C>                                           <C>
LEWIS J. ALPHIN                                          Director
- ------------------------------------------
Lewis J. Alphin

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

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

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

CHARLES L. FUELLGRAF, JR.                                Director
- ------------------------------------------
Charles L. Fuellgraf, Jr.

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

 HENRY S. HOLLOWAY                                Chairman of the Board and Director
- -----------------------------------------
Henry S. Holloway

D. RICHARD MCFERSON                             Chairman and Chief Executive Officer--Nationwide Insurance
- ------------------------------------------               Enterprise and Director
D. Richard McFerson

DAVID O. MILLER                                          Director
- ------------------------------------------
David O. Miller

C. RAY NOECKER                                           Director
- ------------------------------------------
C. Ray Noecker

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

JAMES F. PATTERSON                                       Director                           By /s/ JOSEPH P. RATH
- ------------------------------------------                                       ------------------------------------------
James F. Patterson                                                                           Joseph P. Rath
ARDEN L. SHISLER                                         Director                            Attorney-in-Fact
- ------------------------------------------
Arden L. Shisler

ROBERT L. STEWART                                        Director
- ------------------------------------------
Robert L. Stewart

NANCY C. THOMAS                                          Director
- ------------------------------------------
Nancy C. Thomas

HAROLD W. WEIHL                                          Director
- ------------------------------------------
Harold W. Weihl
</TABLE>

                                   126 of 126


<PAGE>   82
                              POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as
directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, an Ohio
corporation, which has filed or will file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1993, as amended,
various Registration Statements and amendments thereto for the registration
under said Act of Individual Deferred Variable Annuity Contracts in connection
with the MFS Variable Account, Nationwide Variable Account, Nationwide Variable
Account-II, Nationwide Variable Account-3, Nationwide Variable Account-4, 
Nationwide Variable Account-5, Nationwide Variable Account-6, Nationwide 
Fidelity Advisor Variable Account, Nationwide Multi-Flex Variable Account and 
Nationwide Variable Account-8; and the registration of fixed interest rate
options subject to a market value adjustment offered under some or all of the
aforementioned individual Variable Annuity Contracts in connection with the
Nationwide Multiple Maturity Separate Account, and the registration of Group
Flexible fund Retirement Contracts in connection with the Nationwide DC
Variable Account, Nationwide DCVA III, and the NACo Variable Account; and the
registration of Group Common Stock Variable Annuity Contracts in connection
with Separate Account No. 1; and the registration of variable life insurance
policies in connection with the Nationwide VLI Separate Account, Nationwide 
VLI Separate Account-2, Nationwide VLI Separate Account-3 of Nationwide Life
Insurance Company, hereby constitutes and appoints D. Richard McFerson, Joseph
J. Gasper, Gordon E. McCutchan, W. Sidney Druen, and Joseph P. Rath, and each
of them with power to act without the others, his/her attorney, with full power
of substitution and resubstitution, for and in his/her name, place and stead,
in any and all capacities, to approve, and sign such Registration Statements
and any and all amendments thereto, with power to affix the corporate seal of
said corporation thereto and to attest said seal and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys, and
each of them, full power and authority to do and perform all and every act and
thing requisite to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming that which said attorneys, or any of
them, may lawfully do or cause to be done by virtue hereof.  This instrument
may be executed in one or more counterparts.

        IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this 4th day of April, 1996.

/s/ Lewis J. Alphin                    /s/ David O. Miller                  
- -------------------------------------  -------------------------------------
Lewis J. Alphin, Director              David O. Miller, Director            
                                                                            
/s/ Keith W. Eckel                     /s/ C. Ray Noecker                   
- -------------------------------------  -------------------------------------
Keith W. Eckel, Director               C. Ray Noecker, Director             
                                                                            
/s/ Willard P. Engel                   /s/ Robert A. Oakley                 
- -------------------------------------  -------------------------------------
Willard P. Engel, Director             Robert A. Oakley, Executive Vice     
                                       President and Chief Financial Officer
/s/ Fred C. Finney                                                          
- -------------------------------------  /s/ James F. Patterson                
Fred C. Finney, Director               -------------------------------------
                                       James F. Patterson, Director          
/s/ Charles L. Fuellgraf                                                    
- -------------------------------------  /s/ Arden L. Shisler                 
Charles L. Fuellgraf, Director         -------------------------------------
                                       Arden L. Shisler, Director           
/s/ Joseph J. Gasper                                                        
- -------------------------------------  /s/ Robert L. Stewart                
Joseph J. Gasper, President and Chief  -------------------------------------
Operating Officer and Director         Robert L. Stewart, Director          
                                                                            
/s/ Henry S. Holloway                  /s/ Nancy C. Thomas                 
- -------------------------------------  -------------------------------------
Henry S. Holloway, Chairman of the     Nancy C. Thomas, Director            
Board, Director                                                             
                                       /s/ Harold W. Weihl                  
/s/ D. Richard McFerson                -------------------------------------
- -------------------------------------  Harold W. Weihl, Director            
D. Richard McFerson, Chairman and
Chief Executive Officer-Nationwide
Insurance Enterprise and Director




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