<PAGE> 1
NATIONWIDE LIFE INSURANCE COMPANY [NATIONWIDE LOGO]
HOME OFFICE: ONE NATIONWIDE PLAZA o COLUMBUS, OH 43215-2220
May 7, 1997
VIA EDGAR
The United States Securities and
Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Subject: Nationwide Variable Account-II of
Nationwide Life Insurance Company
SEC File No. 2-75059
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933 and on behalf of the
Nationwide Variable Account-II (the "Variable Account") and Nationwide Life
Insurance Company (the "Company"), we certify that the form of the Prospectus
and Statement of Additional Information would have been filed under paragraph
(c) under Rule 497 does not differ from the form of the Prospectus and
Statement of Additional Information contained in Post-Effective Amendment No.
28 (under the Securities Act of 1933) to the Registration Statement for the
Company and the Variable Account which became effective May 1, 1997.
If there are any questions in connection with the enclosed, please contact
Elizabeth A. Davin, Esq. at (614) 249-8678.
Very truly yours,
NATIONWIDE LIFE INSURANCE COMPANY
/s/ ELIZABETH A. DAVIN
Elizabeth A. Davin
Counsel
