<PAGE>
SUPPLEMENT DATED OCTOBER 1, 1997 TO
PROSPECTUS DATED MAY 1, 1997 FOR
LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
ISSUED BY
NATIONWIDE LIFE INSURANCE COMPANY
THROUGH ITS
NATIONWIDE VLI SEPARATE ACCOUNT-2
This Supplement updates certain information contained in your Prospectus.
Please read it and keep it with your Prospectus for future reference.
1. Effective November 1, 1997, the "UNDERLYING MUTUAL FUND ANNUAL EXPENSES"
provision of the Prospectus is amended by changing the Management Fees and
Other Expenses of the following Nationwide Separate Account Trust
underlying Mutual Fund options:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Management Other Expenses Total Mutual
Fees Fund Expenses
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nationwide Separate Account Trust - Capital 0.65% 0.03% 0.68%
Appreciation Fund
- ---------------------------------------------------------------------------------------------------
Nationwide Separate Account Trust - Total Return 0.65% 0.02% 0.67%
Fund
- ---------------------------------------------------------------------------------------------------
Nationwide Separate Account Trust - Government 0.55% 0.02% 0.57%
Bond Fund
- ---------------------------------------------------------------------------------------------------
Nationwide Separate Account Trust - Money Market 0.45% 0.02% 0.47%
Fund
- ---------------------------------------------------------------------------------------------------
</TABLE>
2. The "DOLLAR COST AVERAGING" provision of the prospectus is amended
effective November 3, 1997 by replacing the first paragraph of such
provision with the following:
DOLLAR COST AVERAGING - If the Cash Value is $15,000 or more, the
Policy Owner may direct the Company to automatically transfer a specific
amount from the Nationwide Separate Account Trust (NSAT) Government Bond
Fund, NSAT Money Market Fund, the Neuberger & Berman Advisers Management
Trust (AMT) Limited Maturity Bond Portfolio or the Fixed Account to any
other Sub-Account within the Variable Account on a monthly basis or as
frequently as otherwise authorized by the Company. This service is
intended to allow the Policy 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. The
minimum monthly dollar cost averaging transfer is $100. In addition,
dollar cost averaging monthly transfers from the Fixed Account must be
equal to 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 Policy Owner in order to begin
transfers. Once elected, transfers from the NSAT Government Bond Fund,
NSAT Money Market Fund, Neuberger & Berman AMT Limited Maturity Bond
Portfolio or the Fixed Account will be processed monthly or on another
approved frequency until either the value in such funds is exhausted or the
Policy Owner instructs the Company in writing to cancel the transfers.
3. Effective July 11, 1997, the Van Kampen American Capital Life Investment
Trust - Real Estate Securities Portfolio (formerly, "Van Kampen American
Capital Life Investment Trust - Real Estate Securities Fund") changed its
name to the following:
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST -
MORGAN STANLEY REAL ESTATE SECURITIES PORTFOLIO
Accordingly, any and all references in the Prospectus are amended to
reflect this name change.
4. The portfolio manager for the Warburg Pincus Trust is changing from
Warburg, Pincus Counsellors, Inc. to Warburg Pincus Asset Management, Inc.
effective October 15, 1997. Accordingly, any and all references in the
Prospectus are amended to reflect this change.
