UNITED STATES SECURITIES AND EXCHANGE
COMMISSION



|Washington, D.C.
      20549FORM 10-K
|-------------------------------------

ANNUAL REPORT

PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



|(Mark
One)
|----------

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------



|For the fiscal year ended December 31,
      2006
      ****OR
|--------------------------------------------------------------

|q | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF
      1934
|- | ----------------------------------------------------------------------------------------------------



|For the transition
      period from toCommission file
      number 333-123457-03
|---------------------------------------------------------------------------------

ING USA Global Funding Trust
3

(by ING USA Annuity and Life
Insurance Company as sponsor and depositor)

(Exact name of registrant as specified
in its charter)

ING USA Annuity and Life Insurance
Company

(Exact name of the depositor as
specified in its charter)

ING USA Annuity and Life Insurance
Company

(Exact name of sponsor as specified in
its charter)

Iowa(State or other jurisdiction of
      incorporation or
    
    41-0991508organization)
    
    (I.R.S. Employer Identification
      No.)




|ING USA Global Funding
      Trust 3c/o ING USA Annuity and
      Life Insurance Company, as depositor1475 Dunwoody DriveWest
      Chester, Pennsylvania 19380-1478(Address of principal executive offices)Registrant's telephone number, including area code:(610) 425-3400
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Securities registered pursuant to
Section 12(b) of the Act: None

Securities registered pursuant to
Section 12(g) of the Act: None

---

|Indicate by check mark if the registrant is
      a well-known seasoned issuer, as defined in Rule 405 of the
      Securities
|------------------------------------------------------------------------------------------------------------------------------
|Act.   Yes  qNox                                                                                                              

|Indicate by check mark if
      the registrant is not required to file reports pursuant to Section 13 or
      Section 15(d) of the
|-----------------------------------------------------------------------------------------------------------------------------------
|Act.   Yes 
      qNox                                                                                                             

|Indicate by check mark
      whether the registrant (1) has filed all reports required to be filed by
      Section 13 or 15(d) of
|----------------------------------------------------------------------------------------------------------------------------------
|the Securities Exchange
      Act of 1934 during the preceding 12 months (or for such shorter period
      that the registrant    
|was required to file such
      reports), and (2) has been subject to such filing requirements for the
      past 90 days.   Yesx 
|No q                                                                                                                              

|Indicate by check mark if
      disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
      not contained      
|-----------------------------------------------------------------------------------------------------------------------------------
|herein, and will not be
      contained, to the best of registrants knowledge, in definitive proxy or
      information statements
|incorporated by reference
      in Part III of this Form 10-K or any amendment to this Form
      10-K. x                          

|Indicate by check mark whether the registrant is a large
      accelerated filer, an accelerated filer, or a non-accelerated
|----------------------------------------------------------------------------------------------------------------------------
|filer. See definition of accelerated filer and large
      accelerated filer in Rule 12b-2 of the Exchange Act. (Check    
|one):                                                                                                                       
|Large accelerated filer  q                                                                                                  

|Indicate by check mark
      whether the registrant is a shell company (as defined in Rule 12b-2 of the
      Act). Yes qNox
|----------------------------------------------------------------------------------------------------------------------------

State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference
to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the
registrants most recently completed second fiscal quarter. None.



|DOCUMENTS INCORPORATED BY REFERENCE
|-----------------------------------

None.

INFORMATION PROVIDED PURSUANT TO GENERAL
INSTRUCTION J TO FORM 10-K

Item 1112(b) of Regulation AB.
Significant Obligors of Pool Assets (Financial Information).

The asset of ING USA Global Funding Trust
3 (the Trust) is a funding agreement issued by ING USA Annuity and Life
Insurance Company (ING USA), as an obligor. ING USA is subject to the
informational requirements of the Securities Act of 1934, and in accordance with
those requirements files periodic and current reports and other information
(including financial information) with the Securities and Exchange Commission
(SEC). You can read and copy any reports or other information ING USA files at
the SEC public reference room at 100 F. Street N.E., Washington, D.C. 20549. You
can also request copies of ING USAs documents upon payment of a duplicating
fee, by writing the SECs public reference room. You can obtain information
regarding the public reference room by calling the SEC at 1-800-SEC-0330. ING
USAs filings are available to the public from commercial document retrieval
services or over the internet at http://www.sec.gov.

This Form 10-K incorporates by reference
ING USAs annual report on Form 10-K for the fiscal year ended December 31, 2006
filed with the SEC on March 30, 2007.

---

and copy any reports or other information
ING USA files at the SEC public reference room at 100 F. Street N.E.,
Washington, D.C. 20549. You can also request copies of ING USAs documents upon
payment of a duplicating fee, by writing the SECs public reference room. You
can obtain information regarding the public reference room by calling the SEC at
1-800-SEC-0330. ING USAs filings are available to the public from commercial
document retrieval services or over the internet at
http://www.sec.gov.

This Form 10-K incorporates by reference
ING USAs annual report on Form 10-K for the fiscal year ended December 31, 2006
filed with the SEC on March 30, 2007.

Item 1114(b)(2) of Regulation AB.
Credit Enhancement and Other Support, Except for Derivatives (Information
Regarding Significant Enhancement Providers).



|None.
|-----

Item 1115(b) of Regulation AB. 
Certain Derivative Instruments (Financial Information).

None.

Item 1117 of Regulation AB.  Legal
proceedings.

None.

Item 1119 of Regulation AB.
Affiliations and certain relationships and related transactions.

None.

Item 1122 of Regulation AB. Compliance
with applicable servicing criteria.

ING USA (the sponsor and depositor),
Citibank, N.A (in its role as indenture trustee, paying agent, registrar,
transfer agent and calculation agent) and U.S. Bank National Association (in its
role as custodian) (collectively, the Servicing Parties) have been identified
as parties participating in the servicing function with respect to the assets
held by the Trust. Each of the Servicing Parties has completed a report on
assessment of compliance with the servicing criteria applicable to it (each a
Servicing Report), which Servicing Reports are attached as Exhibits 33.1, 33.2
and 33.3 to this Form 10-K. Each of the Servicing Parties has provided an
attestation report (each anAttestation Report)
by a public accounting firm, which reports are also attached as Exhibits 34.1,
34.2 and 34.3 to this Form 10-K.

Item 1123 of Regulation AB. Servicer
compliance statement.

Citibank, N.A. (in its role as indenture
trustee, paying agent, registrar, transfer agent and calculation agent) has
completed a servicer compliance statement attached as Exhibit 35.1 to this Form
10-K.



|PART
  I
|--------



|Item 1B. Unresolved Staff
      Comments.
|-----------------------------------------



|None.
|-----



|PART
    II
|-----------



|Item 9B. Other
      Information.
|---------------------------------



|None.
|-----

---

PART IV

Item 15. Exhibits, Financial Statement
Schedules.

|Exhibit       |  | Description                                                                                       
|------------- |  | --------------------------------------------------------------------------------------------------
|Number        |  |                                                                                                   
|             
|Exhibit 3     |  |                                                                                                   
|              |  |                                                                                                   
|              |  |                                                                                                   
|              |  |                                                                                                   
|Exhibit 4.1   |  |                                                                                                   
|              |  |                                                                                                   
|              |  |                                                                                                   
|              |  |                                                                                                   
|Exhibit 4.2   |  |                                                                                                   
|              |  |                                                                                                   
|Exhibit 10.1* |  | Form of Expense and Indemnity Agreement by
      and between ING USA and U.S. Bank National       
|              |  |                                                                                                   
|Exhibit 10.2* |  | Form of Expense and Indemnity Agreement by
      and between ING USA and Citibank, N.A., as       
|              |  | indenture trustee,
      registrar, transfer agent, paying agent and calculation
agent.           
|Exhibit 10.3* |  | Form of Expense and Indemnity Agreement by
      and between ING USA and GSS Holdings II,         
|              |  |                                                                                                   
|Exhibit 10.4* |  | Form of Expense and Indemnity Agreement by
      and between ING USA and U.S. Bank National       
|              |  |                                                                                                   
|Exhibit 10.5  |  | Funding Agreement issued by ING USA to the
      Trust dated the original issue date; incorporated
|              |  |                                                                                                   
|              |  |                                                                                                   
|Exhibit 31.1  |  | Section 302
Certification.                                                                        
|Exhibit 33.1  |  | Report on Assessment of Compliance with
      Servicing Criteria of Citibank, N.A.                
|Exhibit 33.2  |  | Report on Assessment of Compliance with
      Servicing Criteria of U.S. Bank National Association
|Exhibit 33.3  |  | Report on Assessment of Compliance with
      Servicing Criteria of ING USA Annuity and Life      
|              |  |                                                                                                   
|Exhibit 34.1  |  | Attestation Report on Assessment of
      Compliance with Servicing Criteria of KPMG LLP,         
|              |  |                                                                                                   
|Exhibit 34.2  |  | Attestation Report on Assessment of
      Compliance with Servicing Criteria of Ernst & Young     
|              |  |                                                                                                   
|Exhibit 34.3  |  | Attestation Report on Assessment of
      Compliance with Servicing Criteria of Ernst & Young     
|              |  |                                                                                                   
|Exhibit 35.1  |  | Servicer Compliance
  Statement                                                                   
|             
|*             |  |                                                                                                   
|              |  |                                                                                                   

---

SUPPLEMENTAL INFORMATION TO BE
FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS
WHICH HAVE NOT REGISTERED SECURITIESPURSUANT TO SECTION 12 OF THE ACT

No annual report or proxy materials have
been sent to security holders and no such report or proxy materials are to be
furnished to security holders subsequent to the filling of this Annual Report on
Form 10-K.

---



|SIGNATURES
|----------

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

ING USA ANNUITY AND LIFE
      INSURANCECOMPANY(Depositor)Date: April 2,
      2007
    
    By: /s/ Karen
      CzizikName: Karen
      CzizikTitle: Vice
      President


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EXHIBIT INDEX

|Exhibit       |  |                                                                                                         
|------------- |  | --------------------------------------------------------------------------------------------------------
|Number        |  | Description                                                                                             
|             
|Exhibit 3     |  |                                                                                                         
|              |  |                                                                                                         
|              |  |                                                                                                         
|              |  |                                                                                                         
|Exhibit  4.1  |  |                                                                                                         
|              |  |                                                                                                         
|              |  |                                                                                                         
|              |  |                                                                                                         
|Exhibit
4.2   |  |                                                                                                         
|              |  |                                                                                                         
|Exhibit 10.1* |  | Form of Expense and
      Indemnity Agreement by and between ING USA and U.S. Bank
    National         
|              |  |                                                                                                         
|Exhibit 10.2* |  | Form of Expense and
      Indemnity Agreement by and between ING USA and Citibank, N.A.,
    as         
|              |  | indenture trustee,
      registrar, transfer agent, paying agent and calculation
    agent.             
|Exhibit 10.3* |  | Form of Expense and
      Indemnity Agreement by and between ING USA and GSS Holdings
    II,           
|              |  |                                                                                                         
|Exhibit 10.4* |  | Form of Expense and
      Indemnity Agreement by and between ING USA and U.S. Bank
    National         
|              |  |                                                                                                         
|Exhibit 10.5  |  | Funding Agreement issued
      by ING USA to the Trust dated the original issue date;
    incorporated  
|              |  |                                                                                                         
|              |  |                                                                                                         
|Exhibit 31.1  |  | Section 302
      Certification.                                                                        
|Exhibit 33.1  |  | Report on Assessment of
      Compliance with Servicing Criteria of Citibank, N.A.                      
|Exhibit 33.2  |  | Report on Assessment of
      Compliance with Servicing Criteria of U.S. Bank National
      Association
|Exhibit 33.3  |  | Report on Assessment of
      Compliance with Servicing Criteria of ING USA Annuity and
    Life        
|              |  |                                                                                                         
|Exhibit 34.1  |  | Attestation Report on
      Assessment of Compliance with Servicing Criteria of KPMG
    LLP,           
|              |  |                                                                                                         
|Exhibit 34.2  |  | Attestation Report on
      Assessment of Compliance with Servicing Criteria of Ernst &
      Young     
|              |  |                                                                                                         
|Exhibit 34.3  |  | Attestation Report on
      Assessment of Compliance with Servicing Criteria of Ernst &
      Young     
|              |  |                                                                                                         
|Exhibit 35.1  |  | Servicer Compliance
      Statement                                                                     
|*             |  |                                                                                                         
|              |  |                                                                                                         

---