COVER 11 filename11.htm BOA MSPVL Cover Letter

April 19, 2006

VIA EDGAR

The United States Securities and
Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-0506


Subject:
Nationwide VLI Separate Account - 2
 
Nationwide Life Insurance Company
 
Post-Effective Amendment No. 18 (File No. 33-62795)
 
CIK Number: 0000820914

Ladies and Gentlemen:

We are filing on behalf of Nationwide Life Insurance Company (the “Company”) and its Nationwide VLI Separate Account - 2 (the “Variable Account”) which is registered as a unit investment trust under the Investment Company Act of 1940. In that capacity, and in accordance with Regulation S-T governing electronic filing procedures, we submit for filing pursuant to Rule 485(b) under the Securities Act of 1933 (the “1933 Act”):

1.  
One complete copy of Post-Effective Amendment No. 18 to the Variable Account’s Registration Statement (the “Post-Effective Amendment”); and

2.  
One copy of a power of attorney authorizing certain officers of the Company to take various actions on behalf of the Company and the Variable Account, including the execution of registration statements. An original power of attorney is on file with the Company.

The changes to the Post-Effective Amendment consist primarily of updating the financial information, current to the fiscal year ending December 31, 2005. Changes since Post-Effective Amendment No. 17, except for changes to the financial statements, are noted in the “electronic redlined” copies. All of the financial statements have been updated and therefore have not been redlined.
 

This Post-Effective Amendment shall be effective on May 1, 2006 pursuant to Rule 485(b) under the 1933 Act. The Company has prepared and reviewed this Post-Effective Amendment. It is our opinion that the Post-Effective Amendment does not contain disclosures that render it ineligible to be effective pursuant to Rule 485(b) under the 1933 Act.



 



The United States Securities
and Exchange Commission
April 19, 2006
Page 2
_______________________ 


Please contact me direct at (614) 677-8683 if you have any questions regarding this filing.

Very truly yours,

NATIONWIDE LIFE INSURANCE COMPANY



/s/ TIMOTHY D. CRAWFORD
Timothy D. Crawford
Lead Counsel







POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY and NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, both Ohio corporations, which have filed or will file with the U.S. Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended; the Investment Company Act of 1940, as amended; and, if applicable, the Securities Exchange Act of 1934, various registration statements and amendments thereto for the registration of current, as well as any future, separate accounts established by said corporations for the purpose of registering under said Act(s) immediate or deferred variable annuity contracts, fixed interest rate options subject to a market value adjustment, group flexible fund retirement annuity contracts and variable life insurance policies in connection with the separate accounts listed on Exhibit A.

As such, the undersigned hereby constitute and appoint W.G. Jurgensen, Mark R. Thresher, Peter A. Golato, Mark D. Phelan, Steven R. Savini, Jamie R. Casto, Paige L. Ryan, and W. Michael Stobart, and each of them with power to act without the others, his/her attorney, with full power of substitution for and in his/her name, place and stead, in any and all capacities, to approve, and sign such Applications and Registration Statements, and any and all amendments thereto, with power to affix the corporate seal of said corporation thereto and to attest said seal and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, hereby granting unto said attorneys, and each of them, full power and authority to do and perform all and every act and thing requisite to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming that which said attorneys, or any of them, may lawfully do or cause to be done by virtue hereof. This instrument may be executed in one or more counterparts.

IN WITNESS WHEREOF, the undersigned have herewith set their names as of this 15th day of April, 2006.
     
 
W. G. JURGENSEN, Director and Chief Executive Officer
 
 
ARDEN L. SHISLER, Chairman of the Board
     
 
JOSEPH A. ALUTTO, Director
 
 
JAMES G. BROCKSMITH, JR., Director
     
 
KEITH W. ECKEL, Director
 
 
LYDIA M. MARSHALL, Director
     
 
DONALD L. MCWHORTER, Director
 
 
MARTHA JAMES MILLER DE LOMBERA, Director
     
 
DAVID O. MILLER, Director
 
 
JAMES F. PATTERSON, Director
     
 
GERALD D. PROTHRO, Director
 
 
ALEX SHUMATE, Director



EXHIBIT A

·  
MFS Variable Account;
·  
Multi-Flex Variable Account;
·  
Nationwide Variable Account;
·  
Nationwide Variable Account-II;
·  
Nationwide Variable Account-3;
·  
Nationwide Variable Account-4;
·  
Nationwide Variable Account-5;
·  
Nationwide Variable Account-6;
·  
Nationwide Variable Account-7;
·  
Nationwide Variable Account-8;
·  
Nationwide Variable Account-9;
·  
Nationwide Variable Account-10;
·  
Nationwide Variable Account-11;
·  
Nationwide Variable Account-12;
·  
Nationwide Variable Account-13;
·  
Nationwide Variable Account-14;
·  
Nationwide Variable Account-15;
·  
Nationwide Variable Account-16;
·  
Nationwide Variable Account-17;
·  
Nationwide VA Separate Account-A;
·  
Nationwide VA Separate Account-B;
·  
Nationwide VA Separate Account-C;
·  
Nationwide VA Separate Account-D;
·  
Nationwide Multiple Maturity Separate Account;
·  
Nationwide Multiple Maturity Separate Account-2;
·  
Nationwide Multiple Maturity Separate Account-A;
·  
Nationwide DC Variable Account;
·  
NACo Variable Account;
·  
Nationwide VLI Separate Account;
·  
Nationwide VLI Separate Account-2;
·  
Nationwide VLI Separate Account-3;
·  
Nationwide VLI Separate Account-4;
·  
Nationwide VLI Separate Account-5;
·  
Nationwide VLI Separate Account-6;
·  
Nationwide VLI Separate Account-7;
·  
Nationwide VLI Separate Account-8;
·  
Nationwide VL Separate Account-A;
·  
Nationwide VL Separate Account-B;
·  
Nationwide VL Separate Account-C;
·  
Nationwide VL Separate Account-D;
·  
Nationwide VL Separate Account-G and
·  
Nationwide VL Separate Account-H.