NATIONWIDE VARIABLE ACCOUNT 3
497, 1997-10-01
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                         SUPPLEMENT DATED OCTOBER 1, 1997 TO
                             PROSPECTUS DATED MAY 1, 1997

                    INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS

                                      ISSUED BY

                          NATIONWIDE LIFE INSURANCE COMPANY

                                     THROUGH ITS

                           NATIONWIDE VARIABLE ACCOUNT - 3

This Supplement updates certain information contained in your Prospectus. 
Please read it and keep it with your Prospectus for future reference.

1.  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.

2.  The following information is added to the "FEDERAL TAX CONSIDERATIONS"
    section as the second provision:

    PUERTO RICO

         Under the Puerto Rico tax code, Distributions prior to Annuitization
    are treated as nontaxable return of principal until the principal is fully
    recovered; thereafter, all Distributions are fully taxable.  Distributions
    after Annuitization are treated as part taxable income and part nontaxable
    return of principal.  The amount excluded from gross income after
    Annuitization is equal to the amount of the Distribution in excess of 3% of
    the total Purchase Payments paid, until an amount equal to the total
    Purchase Payments paid has been excluded; thereafter, the entire
    Distribution is included in gross income.  Puerto Rico does not impose an
    early withdrawal penalty tax.  Generally, Puerto Rico does not require
    income tax to be withheld from Distributions of income.  A personal tax
    advisor should be consulted.


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