NATIONWIDE VLI SEPARATE ACCOUNT 2
497, 1999-09-29
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                     SUPPLEMENT DATED SEPTEMBER 27, 1999 TO

                        PROSPECTUS DATED MAY 1, 1999 FOR

            MODIFIED SINGLE PREMIUM VARIABLE 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 JULY 6, 1999, ALL REFERENCES TO WARBURG PINCUS ASSET
         MANAGEMENT, INC. IN YOUR PROSPECTUS CHANGED TO:

                       Credit Suisse Asset Management, LLC

2.       THE FOLLOWING UNDERLYING MUTUAL FUNDS ARE NO LONGER AVAILABLE AS
         INVESTMENT OPTIONS FOR POLICIES ISSUED ON OR AFTER SEPTEMBER 27, 1999:

<TABLE>
<S>                                          <C>
American Century Variable Portfolios, Inc. - American Century VP Capital Appreciation
     Strong Variable Insurance Funds, Inc. - Strong Discovery Fund II, Inc.
       Strong Variable Insurance Funds, Inc. - International Stock Fund II
              Warburg Pincus Trust - International Equity Portfolio
              Warburg Pincus Trust - Post-Venture Capital Portfolio
</TABLE>

         CURRENT POLICIES ARE NOT AFFECTED BY THIS CHANGE.

3.       EFFECTIVE SEPTEMBER 1, 1999 "APPENDIX A: OBJECTIVES FOR UNDERLYING
         MUTUAL FUNDS" LOCATED ON PAGES 40 THROUGH 48 OF YOUR PROSPECTUS IS
         AMENDED AS FOLLOWS:

         NATIONWIDE SEPARATE ACCOUNT TRUST

         Nationwide Separate Account Trust ("NSAT") is a diversified open-end
         management investment company created under the laws of Massachusetts.
         NSAT offers shares in the mutual funds listed below, each with its own
         investment objectives. Shares of NSAT will be sold primarily to
         separate accounts to fund the benefits under variable life insurance
         policies and variable annuity contracts issued by life insurance
         companies. Effective September 1, 1999, the investment advisory
         services previously performed by Nationwide Advisory Services ("NAS")
         were transferred to Villanova Mutual Fund Capital Trust ("VMF"), an
         affiliate of NAS and an indirect subsidiary of Nationwide Financial
         Services, Inc. The portfolio managers and subadvisers for each of the
         Funds continue to manage the Funds after the transfer to VMF.


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