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The total filing fee is being paid under 2-75059
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer: Nationwide Variable Account II
One Nationwide Plaza
Columbus, OH 43215
2. Name of each series of class of funds for which this notice is filed:
Individual Deferred Variable Annuity Contracts
3. Investment Company Act File Number: 811-3330
Securities Act File Number: 2-75059, 33-67636, 33-60063
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
$3,619,439,725
10. Number of aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
$3,619,439,725
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $3,619,439,725
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + N/A
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 681,645,838
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): N/A
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): 2,937,793,887
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
x 1/3300
(vii) Fee due [line(i) or line (v) multiplied by line (vi)]: $890,240.57
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's
fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 19, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/ Robert O. Cline
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Robert O. Cline Associate Vice President - Financial Operations
Date 2/24/97
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DRUEN, RATH & DIETRICH
ATTORNEYS AT LAW
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43216
BRIAN M. BACON ROBERT M. PARSONS (614) 249-7617 TELECOPIER
THOMAS E. BARNES THOMAS J. PRUNTE (614) 249-2418
ROGER A. CRAIG JOSEPH P. RATH WRITER'S DIRECT DIAL NUMBER
ELIZABETH A. DAVIN ARLENE L. REILLY
THOMAS W. DIETRICH LUCINDA A. REYNOLDS
W. SIDNEY DRUEN DANIEL R. RUPP
JEANNE A. GRIFFIN ANNE DANZA SAXON
LEROY JOHNSTON, III THERESA R. SCHAEFER
MARK B. KOOGLER W. JOSEPH SCHLEPPI
WALTER R. LEAHY DAVID E. SIMAITIS
GEORGE K. MACKLIN KENT N. SIMMONS
RANDALL W. MAY LEE A. THORNBURY
M. LINDA MAZZITTI PHILIP W. WHITAKER
SANDRA L. NEELY DAVID L. WHITE
PETER J. OESTERLING STEVEN L. ZISSER
RANDALL L. ORR
Practice Limited to Nationwide Insurance Companies
and their associated companies
February 21, 1997
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio 43216
Re: Registration of Securities Pursuant to Rule 24f-2
On behalf of the Nationwide Variable Account II
File No. 811-3330
Ladies and Gentlemen:
In connection with the Rule 24f-2 Notice prepared on behalf of the Nationwide
Variable Account II of Nationwide Life Insurance Company and the payment of
registration fees to the Securities and Exchange Commission for securities
issued by such registrant during the year ended December 31, 1996 pursuant to
said Rule, we are of the opinion that the securities the registration of which
the Notice makes definite in amount were legally issued, fully paid and
non-assessable.
Sincerely,
/s/ DRUEN, RATH & DIETRICH
DRUEN, RATH & DIETRICH
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