As filed with the Securities and Exchange Commission on May 15, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                               Registration No.
- --------------------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                       NATIONWIDE FINANCIAL SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

   Delaware                   One Nationwide Plaza               31-1486870
(State or Other               Columbus, Ohio 43215            (I.R.S. Employer
Jurisdiction of                  (614) 249-7111              Identification No.)
Incorporation             (Address, including Zip Code,
or Organization)         of Principal Executive Offices)
                              --------------------

                       Nationwide Financial Services, Inc.
                       1996 Long-Term Equity Compensation
                                      Plan
                       -----------------------------------
                            (Full Title of the Plan)
                              --------------------
                                 W. Sidney Druen
                    Senior Vice President and General Counsel
                       Nationwide Financial Services, Inc.
                              One Nationwide Plaza
                              Columbus, Ohio 43215
                                 (614) 249-7640
                 (Name, Address and Telephone Number, Including
                        Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                           <C>                    <C>                       <C>                           <C>

                                                        Proposed Maximum
Title of Securities              Amount To Be            Offering Price             Proposed Maximum              Amount Of
To Be Registered                  Registered                Per Share           Aggregate Offering Price       Registration Fee

Class A Common Stock,         2,600,000 shares (1)          $42.75   (2)             $111,150,000 (2)             $32,790(2)
par value $0.01 per share
=========================     =====================    ====================     =========================     ==================
</TABLE>

(1)  In accordance  with Rule 416 under the  Securities  Act of 1933, as amended
     (the  "Securities  Act"),  this  Registration  Statement  also  covers such
     additional number of shares as may be made available for issuance by reason
     of  the  operation  of  the  anti-dilution  provisions  of  the  Nationwide
     Financial Services, Inc. 1996 Long- Term Equity Compensation Plan.

(2)  The  registration  fee  for  the  securities  registered  hereby  has  been
     calculated  pursuant to Rule 457(h) under the  Securities  Act and is based
     upon the  average  of the high and low sale  prices  of the  Class A Common
     Stock, par value $0.01 per share, of Nationwide Financial Services, Inc. as
     reported in the consolidated reporting system on May 12, 1998.

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The  following  documents  are hereby  incorporated  by  reference  in this
Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31,  1997   (including  that  portion  of  the  Annual  Report  to  Shareholders
incorporated by reference therein);

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1998;

     (c) The Registrant's Current Report on Form 8-K dated April 29, 1998; and

     (d) The description of the Registrant's  Class A Common Stock  incorporated
by reference in the  Registrant's  registration  statement on Form 8-A (File No.
001-12785)  from the  Registrant's  prospectus,  dated  March 5, 1997 (Reg.  No.
333-18527).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.


Item 6.   Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the General  Corporation  Law of the State
of Delaware (the "DGCL")  empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Subsection  (b) of DGCL Section 145 empowers a corporation to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

     Other  subsections  of Section  145  further  provide  that to the extent a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
in subsections (a) and (b) of Section 145, or in defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees)  actually and  reasonably  incurred by him in connection  therewith;  that
indemnification  provided for by Section 145 shall,  unless  otherwise  provided
when  authorized  or  ratified,  continue  as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit of such
person's heirs,  executors and administrators;  and that expenses incurred by an
officer  or  director  in  defending  any  civil,  criminal,  administrative  or
investigative  action,  suit or  proceeding  may be paid by the  corporation  in
advance of the final

                                      II-1

<PAGE>



disposition of such action, suit or proceeding upon receipt of an undertaking by
or on  behalf of such  director  or  officer  to repay  such  amount if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
corporation.

     Section  1 of  Article  VI of the  Registrant's  Bylaws  provides  that the
Registrant shall indemnify its directors,  officers, employees and agents to the
fullest extent  permitted by the DGCL.  This Section  further  provides that the
Registrant may advance expenses incurred by any director or officer in defending
a civil or criminal action, suit or proceeding upon receipt of an undertaking by
or on  behalf of such  director  or  officer  to repay  such  amount if it shall
ultimately be determined that such person is not entitled to the indemnification
by the Registrant.

     DGCL  Section  145 also  provides  that any  indemnification  provided  for
therein  may only be made upon a  determination  by (i) a  majority  vote of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (ii) if there are no such directors, or if such directors
so direct,  by independent  legal counsel in a written opinion,  or (iii) by the
stockholders  that the  indemnitee  has met the standard of conduct  required by
Section 145 entitling him to such indemnification.

     DGCL  Section  145  empowers  the  corporation  to  purchase  and  maintain
insurance on behalf of a director, officer, employee or agent of the corporation
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would have the power to indemnify  him against such  liabilities  under  Section
145.  Section 3 of  Article  VI of the  Registrant's  Bylaws  provides  that the
Registrant  may  purchase  and  maintain  on behalf of any  director  or officer
against any liability  asserted  against and incurred by such person arising out
of the person's  status as such,  whether or not the  Registrant  would have the
power to indemnify such person against such liability under the DGCL.

     The Registrant has in force and effect a policy  insuring the directors and
officers of the Registrant against losses which they or any of them shall become
legally  obligated  to pay for by  reason  of any  actual  or  alleged  error or
misstatement or misleading  statement or act or omission or neglect or breach of
duty  by  the   directors  and  officers  in  the  discharge  of  their  duties,
individually  or  collectively,  or any matter  claimed  against  them solely by
reason of their being directors or officers,  such coverage being limited by the
specific terms and provisions of the insurance policy.

     Section  102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision  eliminating  or limiting  the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the  director's  duty
of loyalty to the  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (iii) under Section 174 of the DGCL, or (iv) for any  transaction  from
which the director derived an improper personal benefit.  Article TWELFTH of the
Registrant's  Restated  Certificate  of  Incorporation  limits the  liability of
directors  of  the  Registrant  to  the  fullest  extent  permitted  by  Section
102(b)(7).

Item 8.   Exhibits.

*4(a) --  Restated  Certificate  of  Incorporation  of  Nationwide  Financial
          Services, Inc.  (previously  filed  as  Exhibit  3.1  to  Registration
          No. 333-18527)

*4(b) --  Restated  Bylaws  of  Nationwide  Financial Services, Inc. (previously
          filed as Exhibit 3.2 to Registration No. 333-18527)

*4(c) --  Intercompany  Agreement among  Nationwide  Mutual  Insurance  Company,
          Nationwide  Corporation  and  Nationwide  Financial  Services,   Inc.
          (previously filed as Exhibit 10.1 to Registration No. 333-18527)

 5    --  Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23(a) --  Consent  of  LeBoeuf,  Lamb,  Greene &  MacRae,  L.L.P.  (contained in
          Exhibit 5).

23(b) --  Consent of KPMG Peat Marwick LLP.

24    --  Power of Attorney (included on page II-4).

- --------------------
     * Incorporated herein by reference.

                                      II-2

<PAGE>


Item 9.   Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated  by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-3

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  Nationwide
Financial  Services,  Inc.  certifies that it has reasonable  grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Columbus,  State of Ohio, on the 14th
day of May, 1998.


                                            NATIONWIDE FINANCIAL SERVICES, INC.

                                            By:  /s/ Dimon Richard McFerson
                                               --------------------------------
                                               Dimon Richard McFerson
                                         Chairman and Chief Executive Officer --
                                              Nationwide Insurance Enterprise

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has  been  signed  below  on May 14,  1998 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below hereby appoints and constitutes  Joseph J. Gasper, W. Sidney Druen
and Mark B. Koogler, and each of them, as his or her attorney-in-fact, with full
power of substitution,  for him or her in any and all capacities,  to execute in
the name  and on  behalf  of such  person  any  amendment  to this  Registration
Statement  (including any  post-effective  amendment) and to file the same, with
exhibits  thereto,  and other  documents in  connection  therewith,  making such
changes  in  this   Registration   Statement  as  the  person  so  acting  deems
appropriate, hereby ratifying and confirming all that said attorney-in-fact,  or
his or her substitute may do or cause to be done by virtue hereof.



          Signature                                     Title


 /s/ Dimon Richard McFerson            Chairman and Chief Executive Officer--
- -----------------------------            Nationwide Insurance Enterprise and
   Dimon Richard McFerson                Director (Principal Executive Officer)


     /s/ Joseph J. Gasper              President and Chief Operating Officer
- -----------------------------            and Director
      Joseph J. Gasper


    /s/ Robert A. Oakley               Executive Vice President--Chief Financial
- -----------------------------            Officer (Principal Financial Officer
      Robert A. Oakley                   and Principal Accounting Officer)


     /s/ Arden L. Shisler                              Director
- -----------------------------
      Arden L. Shisler 


   /s/ Henry  S. Holloway                              Director
- -----------------------------
        Henry  S. Holloway



                                      II-4
<PAGE>


          Signature                                     Title


   /s/ James F. Patterson                              Director
- ------------------------------
     James F. Patterson 



     /s/ David O. Miller                               Director
- ------------------------------
       David O. Miller 


 /s/ Charles L. Fuellgraf, Jr.                         Director
- ------------------------------
  Charles L. Fuellgraf, Jr.   


 /s/ Lydia Micheaux Marshall                           Director
- ------------------------------
   Lydia Micheaux Marshall   


    /s/ Donald L. McWhorter                            Director
- ------------------------------
     Donald L. McWhorter   


   /s/ Gerald D. Prothro                               Director
- ------------------------------
      Gerald D. Prothro  


/s/ James G. Brocksmith, Jr.                           Director
- ------------------------------
  James G. Brocksmith, Jr.  


                                      II-5

<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number      Description of Document

*4(a)       Restated Certificate of Incorporation  of Nationwide Financial
            Services, Inc. (previously filed as Exhibit 3.1 to Registration
            No. 333-18527).

*4(b)       Restated Bylaws of Nationwide Financial Services, Inc. (previously
            filed as Exhibit 3.2 to Registration No. 333-18527).

*4(c)       Intercompany  Agreement among Nationwide  Mutual Insurance  Company,
            Nationwide  Corporation  and  Nationwide  Financial  Services,  Inc.
            (previously filed as Exhibit 10.1 to Registration No. 333-18527)

5           Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23(a)       Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained in
            Exhibit 5).

23(b)       Consent of KPMG Peat Marwick LLP.

24          Power of Attorney (included on page II-4).

- --------------------
     * Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 22273}]
{"company-data": {"conformed-name": "NATIONWIDE FINANCIAL SERVICES INC/", "cik": "0001029786", "assigned-sic": "6311", "irs-number": "311486870", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-52775", "film-number": "98623990"}, "business-address": {"street1": "ONE NATIONWIDE PLAZA", "city": "COLUMBUS", "state": "OH", "zip": "43215"}, "mail-address": {"street1": "ONE NATIONWIDE PLAZA", "city": "COLUMBUS", "state": "OH", "zip": "43215"}}
As filed with the Securities and Exchange Commission on May 15, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                               Registration No.
- --------------------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                       NATIONWIDE FINANCIAL SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

   Delaware                   One Nationwide Plaza               31-1486870
(State or Other               Columbus, Ohio 43215            (I.R.S. Employer
Jurisdiction of                  (614) 249-7111              Identification No.)
Incorporation             (Address, including Zip Code,
or Organization)         of Principal Executive Offices)
                              --------------------

                       Nationwide Financial Services, Inc.
                       1996 Long-Term Equity Compensation
                                      Plan
                       -----------------------------------
                            (Full Title of the Plan)
                              --------------------
                                 W. Sidney Druen
                    Senior Vice President and General Counsel
                       Nationwide Financial Services, Inc.
                              One Nationwide Plaza
                              Columbus, Ohio 43215
                                 (614) 249-7640
                 (Name, Address and Telephone Number, Including
                        Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities              Amount To Be            Offering Price             Proposed Maximum              Amount Of
To Be Registered                  Registered                Per Share           Aggregate Offering Price       Registration Fee

Class A Common Stock,         2,600,000 shares (1)          $42.75   (2)             $111,150,000 (2)             $32,790(2)
par value $0.01 per share
=========================     =====================    ====================     =========================     ==================
(1)  In accordance  with Rule 416 under the  Securities  Act of 1933, as amended
     (the  "Securities  Act"),  this  Registration  Statement  also  covers such
     additional number of shares as may be made available for issuance by reason
     of  the  operation  of  the  anti-dilution  provisions  of  the  Nationwide
     Financial Services, Inc. 1996 Long- Term Equity Compensation Plan.

(2)  The  registration  fee  for  the  securities  registered  hereby  has  been
     calculated  pursuant to Rule 457(h) under the  Securities  Act and is based
     upon the  average  of the high and low sale  prices  of the  Class A Common
     Stock, par value $0.01 per share, of Nationwide Financial Services, Inc. as
     reported in the consolidated reporting system on May 12, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following  documents  are hereby  incorporated  by  reference  in this
Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the year ended December
31,  1997   (including  that  portion  of  the  Annual  Report  to  Shareholders
incorporated by reference therein);

     (b) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1998;

     (c) The Registrant's Current Report on Form 8-K dated April 29, 1998; and

     (d) The description of the Registrant's  Class A Common Stock  incorporated
by reference in the  Registrant's  registration  statement on Form 8-A (File No.
001-12785)  from the  Registrant's  prospectus,  dated  March 5, 1997 (Reg.  No.
333-18527).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.

Item 6.   Indemnification of Directors and Officers.

     Subsection (a) of Section 145 of the General  Corporation  Law of the State
of Delaware (the "DGCL")  empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Subsection  (b) of DGCL Section 145 empowers a corporation to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

     Other  subsections  of Section  145  further  provide  that to the extent a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
in subsections (a) and (b) of Section 145, or in defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees)  actually and  reasonably  incurred by him in connection  therewith;  that
indemnification  provided for by Section 145 shall,  unless  otherwise  provided
when  authorized  or  ratified,  continue  as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit of such
person's heirs,  executors and administrators;  and that expenses incurred by an
officer  or  director  in  defending  any  civil,  criminal,  administrative  or
investigative  action,  suit or  proceeding  may be paid by the  corporation  in
advance of the final

                                      II-1
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on  behalf of such  director  or  officer  to repay  such  amount if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by the
corporation.

     Section  1 of  Article  VI of the  Registrant's  Bylaws  provides  that the
Registrant shall indemnify its directors,  officers, employees and agents to the
fullest extent  permitted by the DGCL.  This Section  further  provides that the
Registrant may advance expenses incurred by any director or officer in defending
a civil or criminal action, suit or proceeding upon receipt of an undertaking by
or on  behalf of such  director  or  officer  to repay  such  amount if it shall
ultimately be determined that such person is not entitled to the indemnification
by the Registrant.

     DGCL  Section  145 also  provides  that any  indemnification  provided  for
therein  may only be made upon a  determination  by (i) a  majority  vote of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (ii) if there are no such directors, or if such directors
so direct,  by independent  legal counsel in a written opinion,  or (iii) by the
stockholders  that the  indemnitee  has met the standard of conduct  required by
Section 145 entitling him to such indemnification.

     DGCL  Section  145  empowers  the  corporation  to  purchase  and  maintain
insurance on behalf of a director, officer, employee or agent of the corporation
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would have the power to indemnify  him against such  liabilities  under  Section
145.  Section 3 of  Article  VI of the  Registrant's  Bylaws  provides  that the
Registrant  may  purchase  and  maintain  on behalf of any  director  or officer
against any liability  asserted  against and incurred by such person arising out
of the person's  status as such,  whether or not the  Registrant  would have the
power to indemnify such person against such liability under the DGCL.

     The Registrant has in force and effect a policy  insuring the directors and
officers of the Registrant against losses which they or any of them shall become
legally  obligated  to pay for by  reason  of any  actual  or  alleged  error or
misstatement or misleading  statement or act or omission or neglect or breach of
duty  by  the   directors  and  officers  in  the  discharge  of  their  duties,
individually  or  collectively,  or any matter  claimed  against  them solely by
reason of their being directors or officers,  such coverage being limited by the
specific terms and provisions of the insurance policy.

     Section  102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision  eliminating  or limiting  the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the  director's  duty
of loyalty to the  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law,  (iii) under Section 174 of the DGCL, or (iv) for any  transaction  from
which the director derived an improper personal benefit.  Article TWELFTH of the
Registrant's  Restated  Certificate  of  Incorporation  limits the  liability of
directors  of  the  Registrant  to  the  fullest  extent  permitted  by  Section
102(b)(7).

Item 8.   Exhibits.

*4(a) --  Restated  Certificate  of  Incorporation  of  Nationwide  Financial
          Services, Inc.  (previously  filed  as  Exhibit  3.1  to  Registration
          No. 333-18527)

*4(b) --  Restated  Bylaws  of  Nationwide  Financial Services, Inc. (previously
          filed as Exhibit 3.2 to Registration No. 333-18527)

*4(c) --  Intercompany  Agreement among  Nationwide  Mutual  Insurance  Company,
          Nationwide  Corporation  and  Nationwide  Financial  Services,   Inc.
          (previously filed as Exhibit 10.1 to Registration No. 333-18527)

 5    --  Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23(a) --  Consent  of  LeBoeuf,  Lamb,  Greene &  MacRae,  L.L.P.  (contained in
          Exhibit 5).

23(b) --  Consent of KPMG Peat Marwick LLP.

24    --  Power of Attorney (included on page II-4).

- --------------------
     * Incorporated herein by reference.

                                      II-2
Item 9.   Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated  by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  Nationwide
Financial  Services,  Inc.  certifies that it has reasonable  grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Columbus,  State of Ohio, on the 14th
day of May, 1998.

                                            NATIONWIDE FINANCIAL SERVICES, INC.

                                            By:  /s/ Dimon Richard McFerson
                                               --------------------------------
                                               Dimon Richard McFerson
                                         Chairman and Chief Executive Officer --
                                              Nationwide Insurance Enterprise

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has  been  signed  below  on May 14,  1998 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below hereby appoints and constitutes  Joseph J. Gasper, W. Sidney Druen
and Mark B. Koogler, and each of them, as his or her attorney-in-fact, with full
power of substitution,  for him or her in any and all capacities,  to execute in
the name  and on  behalf  of such  person  any  amendment  to this  Registration
Statement  (including any  post-effective  amendment) and to file the same, with
exhibits  thereto,  and other  documents in  connection  therewith,  making such
changes  in  this   Registration   Statement  as  the  person  so  acting  deems
appropriate, hereby ratifying and confirming all that said attorney-in-fact,  or
his or her substitute may do or cause to be done by virtue hereof.

          Signature                                     Title

 /s/ Dimon Richard McFerson            Chairman and Chief Executive Officer--
- -----------------------------            Nationwide Insurance Enterprise and
   Dimon Richard McFerson                Director (Principal Executive Officer)

     /s/ Joseph J. Gasper              President and Chief Operating Officer
- -----------------------------            and Director
      Joseph J. Gasper

    /s/ Robert A. Oakley               Executive Vice President--Chief Financial
- -----------------------------            Officer (Principal Financial Officer
      Robert A. Oakley                   and Principal Accounting Officer)

     /s/ Arden L. Shisler                              Director
- -----------------------------
      Arden L. Shisler 

   /s/ Henry  S. Holloway                              Director
- -----------------------------
        Henry  S. Holloway

                                      II-4
Signature                                     Title

   /s/ James F. Patterson                              Director
- ------------------------------
     James F. Patterson 

     /s/ David O. Miller                               Director
- ------------------------------
       David O. Miller 

 /s/ Charles L. Fuellgraf, Jr.                         Director
- ------------------------------
  Charles L. Fuellgraf, Jr.   

 /s/ Lydia Micheaux Marshall                           Director
- ------------------------------
   Lydia Micheaux Marshall   

    /s/ Donald L. McWhorter                            Director
- ------------------------------
     Donald L. McWhorter   

   /s/ Gerald D. Prothro                               Director
- ------------------------------
      Gerald D. Prothro  

/s/ James G. Brocksmith, Jr.                           Director
- ------------------------------
  James G. Brocksmith, Jr.  

                                      II-5
EXHIBIT INDEX

Exhibit
Number      Description of Document

*4(a)       Restated Certificate of Incorporation  of Nationwide Financial
            Services, Inc. (previously filed as Exhibit 3.1 to Registration
            No. 333-18527).

*4(b)       Restated Bylaws of Nationwide Financial Services, Inc. (previously
            filed as Exhibit 3.2 to Registration No. 333-18527).

*4(c)       Intercompany  Agreement among Nationwide  Mutual Insurance  Company,
            Nationwide  Corporation  and  Nationwide  Financial  Services,  Inc.
            (previously filed as Exhibit 10.1 to Registration No. 333-18527)

5           Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23(a)       Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained in
            Exhibit 5).

23(b)       Consent of KPMG Peat Marwick LLP.

24          Power of Attorney (included on page II-4).

- --------------------
     * Incorporated herein by reference.