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                The total filing fee is being paid under 33-16999

                     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 VLI Separate Account-2
                                  One Nationwide Plaza
                                  Columbus, OH  43216

2.    Name of each series of class of funds for which this notice is filed:
      Modified Single Premium Variable Life Insurance Policies
      Flexible Premium Variable Universal Life Insurance Policies
      Multiple Payment Variable Life Insurance Policies
      Modified Single Premium Variable Life Insurance Policies
      Last Survivor Flexible Premium Variable Universal Life Insurance Policies

3.    Investment Company Act File Number: 811-5311
      Securities Act File Number: 33-16999; 33-42180; 33-35783; 33-62795;
      33-63179

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:
      174,104,282



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10.   Number of aggregate sale price of securities sold during the fiscal year
      in reliance upon registration pursuant to rule 24f-2:
      174,104,282

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):               $ 174,104,282

      (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):                                - 38,120,092

      (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):              135,984,190

      (vi)  Multiplier prescribed by Section 6(b) of the Securities Act of 1933
            or other applicable law or regulation (see Instruction C.6):
                                                                 x .000303

      (vii) Fee due [line(i) or line (v) multiplied by line (vi)]: $41,207.33

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 (Signature and
Title)* /s/ Robert O. Cline
       -------------------------------------------------------------------------
            Robert O. Cline      Associate Vice President - Financial Operations


Date      2/24/97
    -------------------
    *Please print the name and title of the signing officer below the signature.




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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 19, 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 VLI Separate Account-2
            File No. 811-5311

   Ladies and Gentlemen:

   In connection with the Rule 24f-2 Notice prepared on behalf of the Nationwide
   VLI Separate Account-2 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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