BEST OF AMERICA MULTIPLE PAYMENT VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                        Nationwide Life Insurance Company
                        Nationwide VLI Separate Account-2
   Prospectus Supplement dated April 8, 2005 to Prospectus dated May 1, 2002

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THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS. PLEASE
READ IT AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE.
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1.   EFFECTIVE APRIL 8, 2005, THE STRONG OPPORTUNITY FUND II, INC.: INVESTOR
     CLASS WILL CHANGE ITS NAME, INVESTMENT ADVISER, AND SUB-ADVISER AS FOLLOWS:



                                               
WELLS FARGO VARIABLE TRUST FUNDS - WELLS FARGO ADVANTAGE OPPORTUNITY FUND VT: INVESTOR CLASS (FORMERLY, STRONG
OPPORTUNITY FUND II, INC.: INVESTOR CLASS)
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Investment Adviser:                              Wells Fargo Funds Management, LLC
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Sub-adviser:                                     Wells Capital Management, Inc.
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Investment Objective:                            Capital growth.
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2.   EFFECTIVE MAY 1, 2005, THE FOLLOWING UNDERLYING MUTUAL FUND WILL CHANGE
     NAMES. THE ORIGINAL UNDERLYING MUTUAL FUND NAME IS HEREBY REPLACED WITH THE
     NEW UNDERLYING MUTUAL FUND NAME, AS REFLECTED IN THE FOLLOWING TABLE:



                                                                  
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               ORIGINAL UNDERLYING MUTUAL FUND NAME                                   NEW UNDERLYING MUTUAL FUND NAME
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Oppenheimer Variable Account Funds - Oppenheimer Bond Fund/VA:       Oppenheimer Variable Account Funds - Oppenheimer Core Bond
Initial Class                                                        Fund/VA: Initial Class
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3.   EFFECTIVE MAY 1, 2005, THE "LEGAL PROCEEDINGS" PROVISION OF YOUR PROSPECTUS
     IS REPLACED WITH THE FOLLOWING: LEGAL PROCEEDINGS

Nationwide is a party to litigation and arbitration proceedings in the ordinary
course of its business. It is not possible to determine the ultimate outcome of
the pending investigations and legal proceedings or to provide reasonable ranges
of potential losses. Some of the matters referred to below are in very
preliminary stages, and Nationwide does not have sufficient information to make
an assessment of plaintiffs' claims for liability or damages. In some of the
cases seeking to be certified as class actions, the court has not yet decided
whether a class will be certified or (in the event of certification) the size of
the class and class period. In many of the cases, plaintiffs are seeking
undefined amounts of damages or other relief, including punitive damages and
equitable remedies, that are difficult to quantify and cannot be defined based
on the information currently available. Nationwide does not believe, based on
information currently known by Nationwide's management, that the outcomes of
such pending investigations and legal proceedings are likely to have a material
adverse effect on Nationwide's consolidated financial position. However, given
the large and/or indeterminate amounts sought in certain of these matters and
inherent unpredictability of litigation, it is possible that an adverse outcome
in certain matters could have a material adverse effect on Nationwide's
consolidated financial results in a particular quarterly or annual period.

In recent years, life insurance companies have been named as defendants in
lawsuits, including class action lawsuits relating to life insurance and annuity
pricing and sales practices. A number of these lawsuits have resulted in
substantial jury awards or settlements.

The financial services industry, including mutual fund, variable annuity, life
insurance and distribution companies, has also been the subject of increasing
scrutiny by regulators, legislators and the media over the past two years.
Numerous regulatory agencies, including the SEC, the NASD and the New York State
Attorney General, have commenced industry-wide investigations regarding late
trading and market timing in connection with mutual funds and variable insurance
contracts, and have commenced enforcement actions against some mutual fund and
life insurance companies on those issues. Nationwide has been contacted by the
SEC and the New York State Attorney General, who are investigating market timing
in certain mutual funds offered in insurance products sponsored by Nationwide.
Nationwide is cooperating with this investigation and is responding to
information requests.

In addition, state and federal regulators have commenced investigations or other
proceedings relating to compensation and bidding arrangements and possible
anti-competitive activities between insurance producers and brokers and issuers
of insurance products, and unsuitable sales by producers on behalf of either the
issuer or the purchaser. Also under investigation are compensation arrangements
between the issuers of variable insurance contracts and mutual funds or their
affiliates. Related investigations and proceedings may be commenced in the
future. Nationwide has been contacted by regulatory agencies and state attorneys
general for information relating to these investigations into compensation and
bidding arrangements, anti-competitive activities and unsuitable sales
practices. Nationwide is cooperating with regulators in connection with these
inquiries. Nationwide Mutual Insurance Company ("NMIC"), Nationwide's ultimate
parent, has been contacted by certain regulators for information on these issues
with respect to its operations and the operations of its subsidiaries, including
Nationwide. Nationwide will cooperate with NMIC in responding to these inquiries
to the extent that any inquiries encompass its operations.

These proceedings are expected to continue in the future, and could result in
legal precedents and new industry-wide legislation, rules and regulations that
could significantly affect the financial services industry, including life
insurance and annuity companies. These proceedings could also affect the outcome
of one or more of Nationwide's litigation matters.

On April 13, 2004, Nationwide was named in a class action lawsuit filed in
Circuit Court, Third Judicial Circuit, Madison County, Illinois, entitled
Woodbury v. Nationwide Life Insurance Company. The plaintiff purports to
represent a class of persons in the United States who, through their ownership
of a Nationwide annuity or insurance product, held units of any Nationwide
sub-account invested in mutual funds which included foreign securities in their
portfolios and which allegedly experienced market timing trading activity. The
complaint contains allegations of negligence, reckless indifference and breach
of fiduciary duty. The plaintiff seeks to recover compensatory and punitive
damages in an amount not to exceed $75,000 per plaintiff or class member.
Nationwide removed this case to the United States District Court for the
Southern District of Illinois on June 1, 2004. The plaintiffs moved to remand on
June 28, 2004. On July 12, 2004, Nationwide filed a memorandum opposing remand
and requesting a stay pending the resolution of an unrelated case covering
similar issues, which is an appeal from a decision of the same District Court
remanding a removed market timing case to an Illinois state court. On July 30,
2004, the U.S. District Court granted Nationwide's request for a stay pending a
decision by the Seventh Circuit on the unrelated case mentioned above. On
December 27, 2004, the case was transferred to the United States District Court
for the District of Maryland and included in the multi-district proceeding there
entitled In Re Mutual Funds Investment Litigation. This lawsuit is in a
preliminary stage, and Nationwide intends to defend it vigorously.

On January 21, 2004, Nationwide was named in a lawsuit filed in the United
States District Court for the Northern District of Mississippi entitled United
Investors Life Insurance Company v. Nationwide Life Insurance Company and/or
Nationwide Life Insurance Company of America and/or Nationwide Life and Annuity
Insurance Company and/or Nationwide Life and Annuity Company of America and/or
Nationwide Financial Services, Inc. and/or Nationwide Financial Corporation, and
John Does A-Z. In its complaint, plaintiff United Investors alleges that
Nationwide and/or its affiliated life insurance companies caused the replacement
of variable insurance policies and other financial products issued by United
Investors with policies issued by the Nationwide defendants. The plaintiff
raises claims for (1) violations of the Federal Lanham Act, and common law
unfair competition and defamation, (2) tortious interference with the
plaintiff's contractual relationship with Waddell & Reed, Inc. and/or its
affiliates, Waddell & Reed Financial, Inc., Waddell & Reed Financial Services,
Inc. and W&R Insurance Agency, Inc., or with the plaintiff's contractual
relationships with its variable policyholders, (3) civil conspiracy, and (4)
breach of fiduciary duty. The complaint seeks compensatory damages, punitive
damages, pre- and post-judgment interest, a full accounting, a constructive
trust, and costs and disbursements, including attorneys' fees. Nationwide filed
a motion to dismiss the complaint on June 1, 2004. On February 8, 2005 the court
denied the motion to dismiss. Nationwide intends to defend this lawsuit
vigorously.

On October 31, 2003, Nationwide was named in a lawsuit seeking class action
status filed in the United States District Court for the District of Arizona
entitled Robert Helman et al v. Nationwide Life Insurance Company et al. The
suit challenges the sale of deferred annuity products for use as investments in
tax-deferred contributory retirement plans. On April 8, 2004, the plaintiff
filed an amended class action complaint on behalf of all persons who purchased
an individual variable deferred annuity contract or a certificate to a group
variable annuity contract issued by Nationwide or Nationwide Life and Annuity
Insurance Company which were allegedly used to fund certain tax-deferred
retirement plans. The amended class action complaint seeks unspecified
compensatory damages. Nationwide filed a motion to dismiss the complaint on May
24, 2004. On July 27, 2004, the court granted Nationwide's motion to dismiss.
The plaintiff has appealed that dismissal to the United States Court of Appeals
for the Ninth Circuit. Nationwide intends to defend this lawsuit vigorously.

On May 1, 2003, Nationwide was named in a class action lawsuit filed in the
United States District Court for the Eastern District of Louisiana entitled
Edward Miller, Individually, and on behalf of all others similarly situated, v.
Nationwide Life Insurance Company. The complaint alleges that in 2001, plaintiff
Edward Miller purchased three group modified single premium variable annuities
issued by Nationwide. The plaintiff alleges that Nationwide represented in its
prospectus and promised in its annuity contracts that contract holders could
transfer assets without charge among the various funds available through the
contracts, that the transfer rights of contract holders could not be modified
and that Nationwide's expense charges under the contracts were fixed. The
plaintiff claims that Nationwide has breached the contracts and violated federal
securities laws by imposing trading fees on transfers that were supposed to have
been without charge. The plaintiff seeks compensatory damages and rescission on
behalf of himself and a class of persons who purchased this type of annuity or
similar contracts issued by Nationwide between May 1, 2001 and April 30, 2002
inclusive and were allegedly damaged by paying transfer fees. Nationwide's
motion to dismiss the complaint was granted by the District Court on October 28,
2003. The plaintiff appealed that dismissal to the United States Court of
Appeals for the Fifth Circuit. On November 22, 2004, the Fifth Circuit Court of
Appeals affirmed the judgment of the District Court dismissing the complaint.
The time for further appeal by the plaintiff has expired.

On August 15, 2001, Nationwide was named in a lawsuit filed in the United States
District Court for the District of Connecticut entitled Lou Haddock, as trustee
of the Flyte Tool & Die, Incorporated Deferred Compensation Plan, et al v.
Nationwide Financial Services, Inc. and Nationwide Life Insurance Company. The
plaintiffs first amended their complaint on September 5, 2001 to include class
action allegations and have subsequently amended their complaint three times. As
amended, in the current complaint the plaintiffs seek to represent a class of
ERISA qualified retirement plans that purchased variable annuities from
Nationwide. The plaintiffs allege that they invested ERISA plan assets in their
variable annuity contracts and that Nationwide breached ERISA fiduciary duties
by allegedly accepting service payments from certain mutual funds. The complaint
seeks disgorgement of some or all

of the payments allegedly received by Nationwide, other unspecified relief for
restitution, declaratory and injunctive relief, and attorneys' fees. On December
13, 2001, the plaintiffs filed a motion for class certification. The plaintiffs
filed a supplement to that motion on September 19, 2003. Nationwide opposed that
motion on December 24, 2003. On July 6, 2004, Nationwide filed a Revised
Memorandum in Support of Summary Judgment. The plaintiffs have opposed that
motion. Nationwide intends to defend this lawsuit vigorously.

The general distributor, NISC, is not engaged in any litigation of any material
nature.