UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 10-Q

(Mark One)

X    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 2005
                                    --------------

                                       OR

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

     For the transition period from ___________________  to

     Commission file number 333-57212, 333-104539, 333-104546, 333-104547,
                            333-104548, and 333-123936


                   ING USA Annuity and Life Insurance Company
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Iowa                                                                  41-0991508
--------------------------------------------------------------------------------
(State or other jurisdiction of                                    (IRS employer
incorporation or organization                                identification no.)


1475 Dunwoody Drive, West Chester, Pennsylvania                       19380-1478
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code (610) 425-3400
                                                   --------------


--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


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.
Yes [  X   ]     No [      ]
                            --------------

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [      ]     No [  X  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date: As of May 12, 2005,  250,000
shares of Common Stock, $10 Par Value, are authorized,  issued, and outstanding,
all of which were directly owned by Lion Connecticut Holdings Inc.

NOTE:  WHEREAS ING USA ANNUITY AND LIFE  INSURANCE  COMPANY MEETS THE CONDITIONS
SET FORTH IN GENERAL  INSTRUCTION  H(1)(a)  AND (b) OF FORM  10-Q,  THIS FORM IS
BEING FILED WITH THE REDUCED  DISCLOSURE FORMAT PURSUANT TO GENERAL  INSTRUCTION
H(2).


                                       1
<PAGE>


                   ING USA Annuity and Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
                    Form 10-Q for period ended March 31, 2005


                                      INDEX
                                                                           PAGE
                                                                           ----

PART I.     FINANCIAL INFORMATION  (Unaudited)

Item 1.     Financial Statements:
            Condensed Statements of Operations                               3
            Condensed Balance Sheets                                         4
            Condensed Statements of Changes in Shareholder's Equity          6
            Condensed Statements of Cash Flows                               7
            Notes to Condensed Financial Statements                          8

Item 2.     Management's Narrative Analysis of the Results of Operations
              and Financial Condition                                       16

Item 4.     Controls and Procedures                                         30


PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                               31

Item 6.     Exhibits                                                        31

Signatures                                                                  35


                                        2


<PAGE>


                   ING USA Annuity and Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)


PART I. FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

                       Condensed Statements of Operations
                                   (Unaudited)
                                  (In millions)


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

                                                                                          Three months ended March 31,
                                                                                            2005                2004
                                                                                      -----------------   -----------------
Revenue:
    Net investment income                                                               $   285.1           $   283.7
    Fee income                                                                              167.5               126.6
    Premiums                                                                                  5.5                 4.7
    Net realized capital gains                                                                8.8                15.3
    Other income                                                                                -                 2.2
                                                                                      -----------------   -----------------
Total revenue                                                                               466.9               432.5
                                                                                      -----------------   -----------------
Benefits and expenses:
    Interest credited and other benefits to contractowners                                  264.4               285.5
    Operating expenses                                                                       47.4                41.5
    Amortization of deferred policy acquisition costs
      and value of business acquired                                                        104.5                69.2
    Interest expense                                                                         11.7                 3.7
    Other                                                                                     0.5                 0.6
                                                                                      -----------------   -----------------
Total benefits and expenses                                                                 428.5               400.5
                                                                                      -----------------   -----------------
Income before income taxes and cumulative effect
    of change in accounting principle                                                        38.4                32.0
Income tax expense                                                                           12.2                 9.8
                                                                                      -----------------   -----------------
Income before cumulative effect of change
    in accounting principle                                                                  26.2                22.2
Cumulative effect of change in accounting
    principle, net of tax                                                                       -                (1.0)
                                                                                      -----------------   -----------------
Net income                                                                              $    26.2           $    21.2
                                                                                      =================   =================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       3

<PAGE>

                   ING USA Annuity and Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

                            Condensed Balance Sheets
                        (In millions, except share data)


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

                                                                                            As of              As of
                                                                                          March 31,          December 31,
                                                                                             2005               2004
                                                                                       -----------------  -----------------
                                                                                         (Unaudited)
Assets
Investments:
    Fixed maturities, available-for-sale, at fair value (amortized cost of
      $17,412.2 at 2005 and $17,045.9 at 2004)                                            $ 17,570.9         $ 17,489.2
    Equity securities, available-for-sale, at fair value
      (cost of $34.3 at 2005 and $34.8 at 2004)                                                 34.8               35.3
    Mortgage loans on real estate                                                            3,894.6            3,851.8
    Policy loans                                                                               169.2              169.0
    Other investments                                                                          212.0              228.8
    Securities pledged (amortized cost of $1,417.3 at 2005 and $1,100.5 at 2004)             1,410.1            1,108.6
                                                                                       -----------------  -----------------
Total investments                                                                           23,291.6           22,882.7
Cash and cash equivalents                                                                       67.0              209.0
Short-term investments under securities loan agreement                                         671.1              402.8
Accrued investment income                                                                      214.6              205.8
Receivable for securities sold                                                                  30.5               38.9
Reinsurance recoverable                                                                        880.6            1,388.1
Deferred policy acquisition costs                                                            1,892.5            1,704.1
Value of business acquired                                                                     128.1              112.2
Sales inducements to contractowners                                                            527.8              514.6
Due from affiliates                                                                             19.0              184.3
Deferred income taxes                                                                           23.7                  -
Other assets                                                                                    28.0               28.4
Assets held in separate accounts                                                            25,232.9           24,746.7
                                                                                       -----------------  -----------------
Total assets                                                                              $ 53,007.4         $ 52,417.6
                                                                                       =================  =================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       4

<PAGE>

                   ING USA Annuity and Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

                            Condensed Balance Sheets
                        (In millions, except share data)


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

                                                                                            As of              As of
                                                                                          March 31,         December 31,
                                                                                             2005              2004
                                                                                       -----------------  ----------------
                                                                                         (Unaudited)
Liabilities and Shareholder's Equity
Future policy benefits and claims reserves                                                $ 22,596.5        $ 22,961.0
Notes to affiliates                                                                            435.0             435.0
Notes payable                                                                                   18.1                 -
Due to affiliates                                                                                0.1              43.6
Payables for securities purchased                                                              246.7              35.9
Payables under securities loan agreement                                                       671.1             402.8
Borrowed money                                                                                 759.5             713.4
Current income taxes                                                                            15.7              15.7
Deferred income taxes                                                                              -              12.6
Other liabilities                                                                              314.4             276.4
Liabilities related to separate accounts                                                    25,232.9          24,746.7
                                                                                       -----------------  ----------------
Total liabilities                                                                           50,290.0          49,643.1
                                                                                       -----------------  ----------------
Shareholder's equity
    Common stock (250,000 shares authorized, issued and outstanding;
      $10.00 per share value)                                                                    2.5               2.5
    Additional paid-in capital                                                               4,041.7           4,041.1
    Accumulated other comprehensive income                                                      28.8             112.7
    Retained earnings (deficit)                                                             (1,355.6)         (1,381.8)
                                                                                       -----------------  ----------------
Total shareholder's equity                                                                   2,717.4           2,774.5
                                                                                       -----------------  ----------------
Total liabilities and shareholder's equity                                                $ 53,007.4        $ 52,417.6
                                                                                       =================  ================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>

                   ING USA Annuity and Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

             Condensed Statements of Changes in Shareholder's Equity
                                   (Unaudited)
                                  (In millions)

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

                                                                           Accumulated
                                                           Additional         Other          Retained          Total
                                              Common        Paid-In       Comprehensive      Earnings      Shareholder's
                                              Stock         Capital          Income          (Deficit)        Equity
                                           ------------- --------------- ----------------  -------------- ----------------
Balance at December 31, 2003                   $ 2.5       $ 3,811.1          $ 188.1      $ (1,473.7)       $ 2,528.0
    Comprehensive income:
      Net income                                   -               -                -            21.2             21.2
      Other comprehensive income
        net of tax:
           Net unrealized gain on
             securities ($164.7 pretax)            -               -            112.7               -            112.7
                                                                                                          ----------------
    Total comprehensive income                                                                                   133.9
                                           ------------- --------------- ----------------  -------------- ----------------
Balance at March 31, 2004                      $ 2.5       $ 3,811.1          $ 300.8      $ (1,452.5)       $ 2,661.9
                                           ============= =============== ================  ============== ================

Balance at December 31, 2004                   $ 2.5       $ 4,041.1          $ 112.7      $ (1,381.8)       $ 2,774.5
    Comprehensive loss:
      Net income                                   -               -                -            26.2             26.2
      Other comprehensive loss
        net of tax:
           Net unrealized loss on
             securities (($132.3) pretax)          -               -            (83.9)              -            (83.9)
                                                                                                          ----------------
    Total comprehensive loss                                                                                     (57.7)
                                                                                                          ----------------
    Employee share-based payments                  -             0.6                -               -              0.6
                                           ------------- --------------- ----------------  -------------- ----------------
Balance at March 31, 2005                      $ 2.5       $ 4,041.7           $ 28.8      $ (1,355.6)       $ 2,717.4
                                           ============= =============== ================  ============== ================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       6

<PAGE>

                   ING USA Annuity and Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

                       Condensed Statements of Cash Flows
                                   (Unaudited)
                                  (In millions)

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

                                                                                          Three months ended March 31,
                                                                                             2005               2004
                                                                                       -----------------  -----------------
                                                                                                              (Restated)

Net cash provided by operating activities                                                 $     613.6        $     343.0

Cash Flows from Investing Activities:
    Proceeds from the sale, maturity, or redemption of:
      Fixed maturities, available-for-sale                                                    3,262.7            4,919.8
      Equity securities, available-for-sale                                                       0.6               68.9
      Mortgage loans on real estate                                                              68.5               66.0
    Acquisition of:
      Fixed maturities, available-for-sale                                                   (3,976.1)          (5,381.5)
      Equity securities, available-for-sale                                                         -               (3.8)
      Mortgage loans on real estate                                                            (111.8)            (154.1)
    Other investments                                                                             9.2              (26.5)
    Short-term investments                                                                        5.9               (9.7)
    Other, net                                                                                    2.8                3.7
                                                                                       -----------------  -----------------
Net cash used in investing activities                                                          (738.2)            (517.2)
                                                                                       -----------------  -----------------
Cash Flows from Financing Activities:
    Deposits received for investment contracts                                                  486.4              527.8
    Maturities and withdrawals from investment contracts                                     (1,075.5)            (475.0)
    Reinsurance recoverable on investment contracts                                             507.5               (0.8)
    Short-term loans                                                                             64.2              225.2
                                                                                       -----------------  -----------------
Net cash (used in) provided by financing activities                                             (17.4)             277.2
                                                                                       -----------------  -----------------
Net (decrease) increase in cash and cash equivalents                                           (142.0)             103.0
Cash and cash equivalents, beginning of period                                                  209.0               65.1
                                                                                       -----------------  -----------------
Cash and cash equivalents, end of period                                                  $      67.0        $     168.1
                                                                                       =================  =================
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       7

<PAGE>

ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Condensed Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
--------------------------------------------------------------------------------

1.   Organization and Significant Accounting Policies

     Basis of Presentation

     ING USA Annuity and Life  Insurance  Company ("ING USA" or the "Company" as
     appropriate),  a wholly-owned  subsidiary of Lion Connecticut Holdings Inc.
     ("Lion" or "Parent"), is a stock life insurance company organized under the
     laws of the State of Iowa.

     Lion is an indirect,  wholly-owned  subsidiary of ING Groep N.V. ("ING"), a
     global financial  services  holding company based in The Netherlands,  with
     American  Depository Shares listed on the New York Stock Exchange under the
     symbol "ING".  ING USA is  authorized to conduct its insurance  business in
     the  District  of  Columbia  and all states  except  New York.  ING USA was
     domiciled  as a life  insurance  company  under  the  laws of the  State of
     Delaware  until  December  31, 2003 and has been  domiciled as such in Iowa
     since January 1, 2004.

     On January 1, 2004, the Company simultaneously redomesticated from Delaware
     to Iowa,  changed its name from Golden  American Life Insurance  Company to
     ING USA  Annuity  and Life  Insurance  Company,  and merged  the  following
     affiliates  into the  Company:  Equitable  Life  Insurance  Company of Iowa
     ("Equitable  Life"), USG Annuity & Life Company ("USG"),  and United Life &
     Annuity Insurance Company ("ULA").  Prior to the merger date, ING USA was a
     wholly-owned subsidiary of Equitable Life.

     The  condensed  financial  statements  and notes as of March  31,  2005 and
     December 31, 2004 and for the three month  periods ended March 31, 2005 and
     2004 ("interim  periods")  have been prepared in accordance  with generally
     accepted accounting principles in the United States and are unaudited.

     The condensed financial statements reflect all adjustments (consisting only
     of normal,  recurring  accruals)  which are, in the opinion of  management,
     necessary for the fair presentation of the financial  position,  results of
     operations  and  cash  flows  for  the  interim  periods.  These  condensed
     financial  statements  and  notes  should be read in  conjunction  with the
     financial  statements  and related notes as presented in the Company's 2004
     Annual  Report on Form 10-K.  The  results of  operations  for the  interim
     periods may not be considered  indicative of results to be expected for the
     full year.


                                       8

<PAGE>

ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Condensed Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
--------------------------------------------------------------------------------

     Description of Business

     The Company  offers  various  insurance  products  including  immediate and
     deferred  variable and fixed annuities.  The Company also offers guaranteed
     investment  contracts  ("GICs") and funding  agreements  marketed by direct
     sale by home office personnel or through specialty insurance brokers.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States requires  management to
     make  estimates  and  assumptions  that affect the amounts  reported in the
     financial  statements and accompanying  notes.  Actual results could differ
     from reported results using those estimates.

     Reclassifications

     Certain   reclassifications  have  been  made  to  prior  period  financial
     information to conform to the current period  classifications (see footnote
     9).

     Significant Accounting Policies

     For a description of  significant  accounting  policies,  see Note 1 to the
     Financial  Statements  included in the Company's 2004 Annual Report on Form
     10-K.


2.   Recently Adopted Accounting Standards

     Share-Based Payment

     In December 2004, the Financial  Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("FAS") No. 123 (revised 2004),
     "Share-Based Payment" ("FAS 123R"), which requires all share-based payments
     to employees be recognized in the financial  statements based upon the fair
     value.  As a result of Securities and Exchange  Commission  ("SEC") Release
     No.  33-8568:  Amendment to Rule 4-01(a) of  Regulation  S-X  Regarding the
     Compliance  Date for  Statement of Financial  Accounting  Standards No. 123
     (Revised 2004), "Share-Based Payment",  adopted on April 14, 2005, FAS 123R
     is effective at the  beginning of the first annual period  beginning  after
     June 15, 2005 for  registrants.  Earlier  adoption is encouraged.  FAS 123R
     provides    two    transition     methods,     modified-prospective     and
     modified-retrospective.

     The Company  early  adopted the  provisions of FAS 123R on January 1, 2005,
     using  the  modified-prospective  method.  Under  the  modified-prospective
     method,  compensation  cost  recognized  in the first three  months of 2005
     includes:  (a) compensation cost for all share-based payments granted prior
     to, but not yet vested as of January 1, 2005,  based on the grant date fair


                                       9

<PAGE>

ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Condensed Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
--------------------------------------------------------------------------------

     value  estimated  in  accordance  with  the  original  provisions  of  FASB
     Statement No. 123,  "Accounting for Stock-Based  Compensation" ("FAS 123"),
     and (b) compensation cost for all share-based  payments granted  subsequent
     to January 1, 2005,  based on the grant-date  fair value in accordance with
     the  provisions  of FAS 123R.  Results for prior  periods are not restated.
     Prior to January 1, 2005,  the Company  applied the  intrinsic  value-based
     provisions set forth in APB Opinion No. 25, "Accounting for Stock Issued to
     Employees"  ("APB 25"),  and related  Interpretations,  as permitted by FAS
     123.  No stock  based  employee  compensation  cost was  recognized  in the
     Statement of Operations during 2004, as all options granted during the year
     had an exercise  price equal to the market value of the  underlying  common
     stock on the date of grant.  All shares  granted  during 2005 and 2004 were
     those of ING, the Company's  ultimate  parent.  As a result of adopting FAS
     123R, the Company's income before income taxes and net income for the three
     months ended March 31, 2005, are $0.6 and $0.4, lower,  respectively,  than
     if it had continued to account for share-based payments under APB 25.

     Accounting   and   Reporting   by   Insurance   Enterprises   for   Certain
     Nontraditional Long-Duration Contracts and for Separate Accounts

     The Company  adopted  Statement of Position  ("SOP") 03-1,  "Accounting and
     Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration
     Contracts  and for  Separate  Accounts,"  on January 1, 2004.  The  Company
     determined  that it was  affected by the SOP's  requirements  to  establish
     additional  liabilities for certain  guaranteed  benefits and products with
     patterns of cost of insurance  charges  resulting in losses in later policy
     durations from the insurance benefit function and to defer,  amortize,  and
     recognize separately, sales inducements to contractowners.

     In the fourth quarter of 2004, the Company  implemented  Technical Practice
     Aid 6300.05 - 6300.08,  "Q&As  Related to the  Implementation  of SOP 03-1,
     `Accounting   and   Reporting   by   Insurance   Enterprises   for  Certain
     Nontraditional  Long-Duration  Contracts and for Separate  Accounts"'  (the
     "TPA"). The TPA was implemented  retroactive to the original implementation
     date of SOP 03-1, January 1, 2004, and reported as an adjustment to the SOP
     03-1 cumulative effect of change in accounting principle.

     The adoptions of SOP 03-1 and the TPA resulted in a cumulative  effect of a
     change in  accounting  principles of $(1.6),  before tax or $(1.0),  net of
     $0.6 of income  taxes,  and decreased  2004 net income $2.3,  approximately
     $0.6 in each quarter.

     In addition,  on July 1, 2004, the Company  adopted FASB Staff Position No.
     FAS 97-1 ("FSP FAS 97-1"),  "Situations in Which Paragraphs 17(b) and 20 of
     FASB Statement No. 97,  `Accounting and Reporting by Insurance  Enterprises
     for Certain Long-Duration  Contracts and for Realized Gains and Losses from
     the Sale of Investments,'  Permit or Require Accrual of an Unearned Revenue
     Liability,"  effective for fiscal periods beginning  subsequent to the date
     the guidance was issued, June 18, 2004.


                                       10

<PAGE>

ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Condensed Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
--------------------------------------------------------------------------------

3.   Deferred Policy Acquisition Costs and Value of Business Acquired

     Deferred policy  acquisition  costs ("DAC")  represent  policy  acquisition
     costs that have been  capitalized  and are  subject to  amortization.  Such
     costs consist principally of certain  commissions,  underwriting,  contract
     issuance, and agency expenses, related to the production of new and renewal
     business.

     Value of business acquired ("VOBA")  represents the outstanding value of in
     force  business  capitalized  and are subject to  amortization  in purchase
     accounting when the Company was acquired. The value is based on the present
     value of estimated net cash flows embedded in the Company's contracts.

     The amortization  methodology used for DAC and VOBA varies by product type.
     FAS No. 97, "Accounting and Reporting by Insurance  Enterprises for Certain
     Long-Duration  Contracts and for Realized Gains and Losses from the Sale of
     Investments" ("FAS No.  97"),applies to universal life and  investment-type
     products, such as fixed and variable deferred annuities.  Under FAS No. 97,
     DAC and VOBA are  amortized,  with  interest,  over the life of the related
     contracts  (usually 25 years) in relation to the present value of estimated
     future  gross  profits from  investment,  mortality,  and expense  margins;
     asset-based fees, policy administration, and surrender charges; less policy
     maintenance fees and non-capitalized commissions, as well as realized gains
     and losses on investments.  DAC related to guaranteed investment contracts,
     however,  is  amortized  on a  straight-line  basis  over  the  life of the
     contract.

     FAS No. 60, "Accounting and Reporting by Insurance  Enterprises," ("FAS No.
     60"), applies to traditional life insurance products, primarily traditional
     whole  life and term life  insurance  contracts.  Under FAS No. 60, DAC and
     VOBA are amortized over the premium  payment  period,  in proportion to the
     premium revenue recognized.

     Activity for the three  months  ended March 31, 2005 and 2004,  within VOBA
     was as follows:

     Balance at December 31, 2003                                   $ 111.5
        Adjustment for FAS No. 115                                    (16.4)
        Interest accrued at 5%                                          1.4
        Amortization                                                    2.0
                                                               -----------------
     Balance at March 31, 2004                                      $  98.5
                                                               =================

     Balance at December 31, 2004                                   $ 112.2
        Adjustment for FAS No. 115                                     20.3
        Interest accrued at 4-5%                                        1.6
        Amortization                                                   (6.0)
                                                               -----------------
     Balance at March 31, 2005                                      $ 128.1
                                                               =================


                                       11

<PAGE>

ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Condensed Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
--------------------------------------------------------------------------------

4.   Investments

     Impairments

     The  following   table   identifies   the  Company's   other-than-temporary
     impairments,  included in net realized capital gains (losses),  by type for
     the three months ended March 31, 2005 and 2004:

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

                                                    2005                                   2004
                                    ------------------------------------  -------------------------------------
                                                            No. of                                 No. of
                                       Impairment         Securities         Impairment          Securities
                                    -----------------  -----------------  ------------------  -----------------
     U.S. Corporate                    $      -                -               $ 1.2                  1
     Residential mortgage-backed           10.3               67                 4.9                 59
     Asset-backed                           0.4                1                   -                  -
                                    -----------------  -----------------  ------------------  -----------------
     Total                             $   10.7               68               $ 6.1                 60
                                    =================  =================  ==================  =================
     </TABLE>

     The remaining fair value of the fixed maturities with  other-than-temporary
     impairments at March 31, 2005 and 2004 is $182.7 and $172.9, respectively.


5.   Income Taxes

     The  effective tax rates for the three months ended March 31, 2005 and 2004
     were 31.8% and 30.6%,  respectively.  The  effective  rate differs from the
     expected  rate  primarily  due to the benefit from the  dividends  received
     deduction. The increase in the effective tax rate resulted primarily from a
     decrease  in the  deduction  allowed  for  dividends  received  relative to
     pre-tax income.


6.   Financing Agreements

     The Company  maintains a  revolving  loan  agreement  with  SunTrust  Bank,
     Atlanta (the "Bank").  Under this  agreement,  which is due on demand,  the
     Company  can borrow up to $125.0 from the Bank.  Interest on any  borrowing
     accrues at an annual rate equal to a rate quoted by the Bank to the Company
     for the  borrowing.  Under the  agreement,  the  Company  incurred  minimal
     interest  expense for the three  months  ended March 31, 2005 and 2004.  At
     March 31, 2005,  the Company had $18.1 payable to the Bank. At December 31,
     2004,  the  Company  did not have any  balances  payable  to the Bank.  The
     outstanding balance of $18.1 at March 31, 2005 was repaid on April 4, 2005.


                                       12

<PAGE>

ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Condensed Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
--------------------------------------------------------------------------------

7.   Commitments and Contingent Liabilities

     Commitments

     Through the normal course of investment operations,  the Company commits to
     either  purchase or sell  securities,  commercial  mortgage loans, or money
     market  instruments at a specified  future date and at a specified price or
     yield.  The  inability of  counterparties  to honor these  commitments  may
     result in either a higher or lower  replacement cost. Also, there is likely
     to be a change in the value of the securities  underlying the  commitments.
     At March 31, 2005 and December 31, 2004, the Company had off-balance  sheet
     commitments to purchase investments equal to their fair value of $332.8 and
     $175.3, respectively.

     Litigation

     The  Company  is a party to  threatened  or  pending  lawsuits/arbitrations
     arising  from  the  normal  conduct  of  business.  Due to the  climate  in
     insurance and business  litigation/arbitrations,  suits against the Company
     sometimes  include claims for substantial  compensatory,  consequential  or
     punitive  damages and other types of relief.  Moreover,  certain claims are
     asserted as class  actions,  purporting  to  represent a group of similarly
     situated  individuals.  While it is not possible to forecast the outcome of
     such lawsuits/arbitrations, in light of existing insurance, reinsurance and
     established  reserves, it is the opinion of management that the disposition
     of such  lawsuits/arbitrations will not have a materially adverse effect on
     the Company's operations or financial position.


8.   Accumulated Other Comprehensive Income

     The components of accumulated  other  comprehensive  income as of March 31,
     2005 and 2004 were as follows:

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

                                                                                       2005               2004
                                                                                ------------------  -----------------
     Net unrealized capital gains (losses):
        Fixed maturities                                                            $ 151.5            $ 762.7
        Equity securities                                                               0.5                2.5
        DAC/VOBA                                                                      (97.3)            (271.3)
        Sales inducements                                                              (0.3)             (18.4)
        Other                                                                          (2.7)             (12.8)
                                                                                ------------------  -----------------
     Subtotal                                                                          51.7              462.7
     Less: Deferred income taxes                                                       18.0              161.9
                                                                                ------------------  -----------------
     Net unrealized capital gains                                                      33.7              300.8
     Minimum pension liability                                                         (4.9)                 -
                                                                                ------------------  -----------------
     Net accumulated other comprehensive income                                     $  28.8            $ 300.8
                                                                                ==================  =================
     </TABLE>


                                       13

<PAGE>


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Condensed Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
--------------------------------------------------------------------------------

     Changes in accumulated other comprehensive income related to changes in net
     unrealized gains (losses) on securities, including securities pledged, were
     as follows:

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

                                                                                    Three months ended March 31,
                                                                                      2005                2004
                                                                                ------------------  -----------------
     Unrealized holding (losses) gains arising
         during the year (1)                                                        $ (84.5)           $  147.8
     Less: reclassification adjustment for (losses)
         gains and other items included in
         net income (2)                                                                (0.6)               35.1
                                                                                ------------------  -----------------
     Net unrealized (losses) gains on securities                                    $ (83.9)           $  112.7
                                                                                ==================  =================

     </TABLE>

     (1)  Pretax  unrealized  holding gains  (losses)  arising during the period
          were  $(133.3)  and $216.0,  for the three months ended March 31, 2005
          and 2004, respectively.

     (2)  Pretax reclassification adjustments for gains (losses) and other items
          included  in net income were  $(1.0) and $51.3,  for the three  months
          ended March 31, 2005 and 2004, respectively.


9.   Reclassifications and Changes to Prior Year Presentation

     During the three months ended March 31, 2005,  certain changes were made to
     the  Statements  of Cash Flows for the three months ended March 31, 2004 to
     reflect the correct balances  primarily  related to short-term  investments
     and short-term  loans.  As a result of these  adjustments,  the Company has
     labeled the  Statement  of Cash Flows for the three  months ended March 31,
     2004 as restated. The following summarizes the adjustments:

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

                                                                 Previously
     Three months ended March 31, 2004                            Reported        Adjustment       Restated
                                                               ---------------  ---------------  --------------
     Net cash provided by operating activities                    $ 950.2         $ (607.2)        $ 343.0
     Net cash used for investing activities                        (899.6)           382.4          (517.2)
     Net cash provided by financing activities                       52.4            224.8           277.2

     </TABLE>


10.  Subsequent Events

     Coinsurance Agreement

     In an effort to diversify  the product based  between  affiliate  entities,
     effective  May 1, 2005  (the  "Effective  Date"),  ING USA  entered  into a
     coinsurance  agreement (the "Agreement") with its affiliate,  Security Life
     of  Denver  Insurance  Company  ("Security  Life").  Under the terms of the
     Agreement,  as of the  Effective  Date,  ING USA ceded to Security Life and
     Security Life assumed and indemnity reinsured, on a coinsurance basis, 100%
     of the reinsured  liabilities arising under certain fixed annuity contracts
     issued by ING USA  between  January  1,  2001 and  December  31,  2003 (the
     "Covered   Contracts").   ING  USA  remains   directly   obligated  to  the
     contractowners of the Covered Contracts.  The account balances ceded by ING


                                       14


<PAGE>

ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Condensed Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
--------------------------------------------------------------------------------


     USA to Security  Life under the terms of the  Agreement as of the Effective
     Date were approximately $2.5 billion.  As of the Effective Date, the assets
     backing the  reserves  for the  liabilities  assumed by Security  Life were
     transferred by ING USA to Security Life. Total assets transferred including
     ceding commission by ING USA to Security Life as of the Effective Date were
     approximately  $2.7  billion,  subject to final  valuation  adjustment.  As
     additional  consideration  for Security Life assuming the liabilities under
     the  Agreement,  ING USA has assigned to Security Life any and all premiums
     received by ING USA after the Effective Date that are  attributable  to the
     contract liabilities assumed under the Agreement.

     Purchase of Assets

     Subsequent  to March 31,  2005,  the Company  purchased  $194.3 of invested
     assets at fair value from Life  Insurance  Company of Georgia  ("LOG"),  an
     affiliate,  in conjunction with the sale of LOG, which is expected to close
     during the second quarter of 2005.


                                       15


<PAGE>

Item 2.   Management's  Narrative  Analysis  of the  Results  of  Operations
          and Financial Condition

          (Dollar amounts in millions, unless otherwise stated)

          Overview

          The following narrative analysis of the results of operations presents
          a review of ING USA Annuity and Life  Insurance  Company ("ING USA" or
          "the  Company") for the three month periods  ending March 31, 2005 and
          2004 and  financial  condition  as of March 31, 2005 and  December 31,
          2004. This item should be read in its entirety and in conjunction with
          the condensed  financial  statements and related  notes,  which can be
          found  under  Part  I,  Item  1  contained  herein,  as  well  as  the
          "Management's  Narrative  Analysis  of the Results of  Operations  and
          Financial  Condition"  section  contained in the Company's 2004 Annual
          Report on Form 10-K.

          Forward-Looking Information/Risk Factors

          In  connection  with  the  "safe  harbor"  provisions  of the  Private
          Securities Litigation Reform Act of 1995, the Company cautions readers
          regarding certain forward-looking  statements contained in this report
          and in any other  statements  made by, or on behalf of,  the  Company,
          whether or not in future  filings  with the  Securities  and  Exchange
          Commission  ("SEC").  Forward-looking  statements  are  statements not
          based on historical information and which relate to future operations,
          strategies, financial results, or other developments. Statements using
          verbs such as  "expect,"  "anticipate,"  "believe" or words of similar
          import generally involve forward-looking statements.  Without limiting
          the foregoing,  forward-looking  statements  include  statements which
          represent the Company's beliefs  concerning future levels of sales and
          redemptions of the Company's products,  investment spreads and yields,
          or the earnings and profitability of the Company's activities.

          Forward-looking  statements  are  necessarily  based on estimates  and
          assumptions  that are  inherently  subject  to  significant  business,
          economic,  and competitive  uncertainties and  contingencies,  many of
          which are beyond the  Company's  control and many of which are subject
          to change.  These  uncertainties and contingencies  could cause actual
          results   to  differ   materially   from   those   expressed   in  any
          forward-looking  statements  made by, or on behalf  of,  the  Company.
          Whether or not actual results differ  materially from  forward-looking
          statements  may  depend  on  numerous  foreseeable  and  unforeseeable
          developments.  Some may be national in scope, such as general economic
          conditions, changes in tax law and changes in interest rates. Some may
          be  related  to the  insurance  industry  generally,  such as  pricing
          competition,  regulatory  developments,  and  industry  consolidation.
          Others may relate to the  Company  specifically,  such as  litigation,
          regulatory action, and risks associated with the Company's  investment
          portfolio,  such as changes in credit  quality,  price  volatility and
          liquidity.  Investors  are also  directed to consider  other risks and
          uncertainties  discussed in other  documents filed by the Company with
          the SEC. Except as may be required by the federal securities laws, the
          Company   disclaims   any   obligation   to   update   forward-looking
          information.


                                       16

<PAGE>

          Basis of Presentation

          ING  USA  Annuity  and  Life  Insurance  Company  ("ING  USA"  or  the
          "Company"),  a wholly-owned  subsidiary of Lion  Connecticut  Holdings
          Inc. ("Lion" or "Parent"), is a stock life insurance company organized
          under the laws of the State of Iowa.

          Lion  is an  indirect,  wholly-owned  subsidiary  of  ING  Groep  N.V.
          ("ING"),  a global  financial  services  holding  company based in The
          Netherlands,  with  American  Depository  Shares on the New York Stock
          Exchange under the symbol "ING".  ING USA is authorized to do business
          in the  District of Columbia and all states  except New York.  ING USA
          was domiciled as a life insurance  company under the laws of the State
          of Delaware  until December 31, 2003 and has been domiciled as such in
          Iowa since January 1, 2004.

          On January 1, 2004,  the Company  simultaneously  redomesticated  from
          Delaware to Iowa, changed its name from Golden American Life Insurance
          Company to ING USA Annuity and Life Insurance Company,  and merged the
          following  affiliates  into  the  Company:  Equitable  Life  Insurance
          Company  of  Iowa  ("Equitable  Life"),  USG  Annuity  & Life  Company
          ("USG"), and United Life & Annuity Insurance Company ("ULA"). Prior to
          the merger date,  ING USA was a  wholly-owned  subsidiary of Equitable
          Life.

          Critical Accounting Policies

          There  have  been  no  material  changes  to  the  Company's  critical
          accounting  policies  since the filing of the Company's 2004 Form 10-K
          Annual Report.

          Results of Operations

          Net Income: Net income increased by $5.0 to $26.2 for the three months
          ended March 31, 2005 from $21.2 for the three  months  ended March 31,
          2004.  The  increase in income is  primarily  the result of higher fee
          income  and lower  benefits  to  contractowners,  partially  offset by
          higher amortization of DAC and VOBA.

          Fee  Income:  Fee  income  increased  by $40.9 to $167.5 for the three
          months  ended March 31, 2005 from  $126.6 for the three  months  ended
          March 31,  2004.  The  increase  is  primarily  due to a $6.0  billion
          increase in the  average  variable  annuity  assets  under  management
          resulting  from  continued  growth in sales of variable  annuities and
          equity  market  performance  in late 2004.  Also  contributing  to the
          increase in fee income were sales of products with higher  charges for
          living benefits during 2004 and 2005.

          Net  Realized  Capital  Gains  (Losses):  Net realized  capital  gains
          decreased  by $6.5 to $8.8 for the three  months  ended March 31, 2005
          from $15.3 for the three months ended March 31, 2004.  The decrease in
          gains is  primarily  due to  rising  interest  rates  in  2005.  In an
          increasing rate  environment,  the market value of fixed maturities in


                                       17

<PAGE>

          the  portfolios  decreases,  which in turn,  results in lower realized
          gains upon sale.  Partially  offsetting this decrease is a rise in the
          gains on derivatives.

          Interest  Credited  and Other  Benefits  to  Contractowners:  Interest
          credited and other  benefits to  contractowners  decreased by $21.1 to
          $264.4 for the three  months  ended March 31, 2005 from $285.5 for the
          three months ended March 31, 2004. The decrease is primarily due to an
          overall decrease in the cost of guaranteed benefits.  This decrease is
          primarily driven by the decline in market performance during the first
          three months of 2005 relative to the first three months of 2004, which
          caused a decline in  equity-indexed  annuity  benefits  (EIAs),  and a
          partially  offsetting  increase in guaranteed  minimum death  benefits
          (GMDBs).  The overall  decrease is partially  offset by an increase in
          interest  credited  due to growth in  average  fixed  annuity  and GIC
          account values.

          Operating Expenses:  Operating expenses increased by $5.9 to $47.4 for
          the three  months ended March 31, 2005 from $41.5 for the three months
          ended March 31, 2004.  The  increase is  primarily  due to the rise in
          general  expenses   associated  with  higher  strategic   spending  on
          information technology projects and the implementation of the Sarbanes
          Oxley  Act  of  2002,  partially  offset  by an  increase  in  expense
          deferrals.   Also   contributing  to  the  increase  is  the  rise  in
          commissions   consistent   with  growth  in  sales  and  assets  under
          management, partially offset by the increase in commission deferrals.

          Amortization  of DAC and VOBA:  Amortization of DAC and VOBA increased
          by $35.3 to $104.5  for the three  months  ended  March 31,  2005 from
          $69.2 for the three  months  ended  March 31,  2004.  The  increase is
          mainly due to  amortization  over higher gross  profit  streams in the
          first  three  months  of  2005,  resulting  from  the  combination  of
          increased variable annuity fee revenue, and an increase in hedge gains
          in excess of the increase in benefit costs.  In addition,  the decline
          in the equity market performance during the first three months of 2005
          resulted in an acceleration of amortization of $15.2

          Interest Expense:  Interest expense increased by $8.0 to $11.7 for the
          three months ended March 31, 2005 from $3.7 for the three months ended
          March 31,  2004.  The  increase  is  primarily  due to interest on the
          Company's $400.0 in surplus notes,  which were issued to affiliates in
          December 2004.

          Income Tax Expense (Benefit):  Income tax expense increased by $2.4 to
          $12.2  for the three  months  ended  March 31,  2005 from $9.8 for the
          three  months  ended  March  31,  2004.   The  increase  is  primarily
          attributable to the increase in pre-tax income in the first quarter of
          2005.


                                       18

<PAGE>

          Financial Condition

          Investments

          Investment Strategy

          The Company's  investment strategy for its general account investments
          involves  diversification  by asset  class,  and seeks to add economic
          diversification  and to reduce  the risks of  credit,  liquidity,  and
          embedded options within certain investment products, such as convexity
          risk on  collateralized  mortgage  obligations  and call options.  The
          investment  management  function is  centralized  under ING Investment
          Management  LLC ("IIM"),  an  affiliate of the Company  pursuant to an
          investment advisory agreement. Separate portfolios are established for
          each general type of product within the Company.

          For a discussion of the Company's use of  derivatives,  see "Liquidity
          and Capital Resources - Derivatives."

          Portfolio Composition

          The following  table  presents the  investment  portfolio at March 31,
          2005 and December 31, 2004.

          <TABLE>
          <S>                                    <C>                            <C>
                                                             2005                           2004
                                                 ----------------------------   ----------------------------
                                                  Carrying Value        %        Carrying Value        %
                                                 -----------------  ---------   -----------------  ---------
          Fixed maturities, including
             securities pledged                      $ 18,981.0      81.5%          $ 18,597.8      81.3%
          Equity securities                                34.8       0.2%                35.3       0.2%
          Mortgage loans on real estate                 3,894.6      16.7%             3,851.8      16.8%
          Real estate                                         -       0.0%                 1.8       0.0%
          Policy loans                                    169.2       0.7%               169.0       0.7%
          Short-term investments                            1.0       0.0%                 6.9       0.0%
          Other investments                               211.0       0.9%               220.1       1.0%
                                                 -----------------  ---------   -----------------  ---------
                                                     $ 23,291.6     100.0%          $ 22,882.7     100.0%
                                                 =================  =========   =================  =========
          </TABLE>


                                       19

<PAGE>

          Fixed Maturities

          Fixed  maturities  available-for-sale  as of March 31,  2005,  were as
          follows:

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

                                                                                Gross           Gross
                                                             Amortized       Unrealized       Unrealized         Fair
                                                               Cost             Gains           Losses           Value
                                                           --------------   --------------  ---------------  --------------
          Fixed maturities:
              U.S. government and government
                agencies and authorities                   $    770.1        $     2.2       $      7.8      $    764.5
              State, municipalities and political
                subdivisions                                     20.7                -              0.9            19.8

              U.S. corporate securities:
                Public utilities                              1,784.0             59.5             16.5         1,827.0
                Other corporate securities                    6,226.6            151.9             71.1         6,307.4
                                                           --------------   --------------  ---------------  --------------
              Total U.S. corporate securities                 8,010.6            211.4             87.6         8,134.4
                                                           --------------   --------------  ---------------  --------------

              Foreign securities:
                Government                                      446.6             17.6              4.8           459.4
                Other                                         2,561.4             59.8             25.3         2,595.9
                                                           --------------   --------------  ---------------  --------------
              Total foreign securities                        3,008.0             77.4             30.1         3,055.3
                                                           --------------   --------------  ---------------  --------------

              Residential mortgage-backed securities          3,898.6             34.0             42.7         3,889.9
              Commercial mortgaged-backed securities          1,158.8             20.9             13.1         1,166.6
              Other asset-backed securities                   1,962.7             10.2             22.4         1,950.5
                                                           --------------   --------------  ---------------  --------------

              Total fixed maturities, including fixed
                maturities pledged                           18,829.5            356.1            204.6        18,981.0
              Less: fixed maturities pledged                  1,417.3              6.3             13.5         1,410.1
                                                           --------------   --------------  ---------------  --------------
          Fixed maturities                                 $ 17,412.2        $   349.8       $    191.1      $ 17,570.9
                                                           ==============   ==============  ===============  ==============
          </TABLE>


                                       20

<PAGE>

          Fixed maturities  available-for-sale  as of December 31, 2004, were as
          follows:

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

                                                                                Gross            Gross
                                                             Amortized       Unrealized       Unrealized          Fair
                                                                Cost            Gains           Losses           Value
                                                           ---------------  --------------   --------------  ---------------
          Fixed maturities:
              U.S. government and government
                agencies and authorities                   $    464.0         $   1.8          $   1.1       $    464.7
              State, municipalities and political
                subdivisions                                     20.7               -              0.8             19.9

              U.S. corporate securities:
                Public utilities                              1,796.9            78.4              8.9          1,866.4
                Other corporate securities                    6,292.4           243.5             22.7          6,513.2
                                                           ---------------  --------------   --------------  ---------------
              Total U.S. corporate securities                 8,089.3           321.9             31.6          8,379.6
                                                           ---------------  --------------   --------------  ---------------

              Foreign securities:
                Government                                      518.9            24.2              2.2            540.9
                Other                                         2,571.2            97.7             11.5          2,657.4
                                                           ---------------  --------------   --------------  ---------------
              Total foreign securities                        3,090.1           121.9             13.7          3,198.3
                                                           ---------------  --------------   --------------  ---------------

              Residential mortgage-backed securities          3,440.3            43.9             22.4          3,461.8
              Commercial mortgaged-backed securities          1,107.8            34.9              3.0          1,139.7
              Other asset-backed securities                   1,934.2            14.3             14.7          1,933.8
                                                           ---------------  --------------   --------------  ---------------

              Total fixed maturities, including fixed
                maturities pledged                           18,146.4           538.7             87.3         18,597.8
              Less: fixed maturities pledged                  1,100.5             9.8              1.7          1,108.6
                                                           ---------------  --------------   --------------  ---------------
          Fixed maturities                                 $ 17,045.9         $ 528.9          $  85.6       $ 17,489.2
                                                           ===============  ==============   ==============  ===============
          </TABLE>

          It is management's objective that the portfolio of fixed maturities be
          of high quality and be well  diversified by market  sector.  The fixed
          maturities in the Company's  portfolio are generally rated by external
          rating agencies and, if not externally rated, are rated by the Company
          on a basis believed to be similar to that used by the rating agencies.
          The average quality rating of the Company's fixed maturities portfolio
          was A+ at March 31, 2005 and December 31, 2004. Ratings are calculated
          using a rating  hierarchy that considers  S&P,  Moody's,  and internal
          ratings.


                                       21

<PAGE>

          Total fixed  maturities by quality rating  category,  including  fixed
          maturities pledged to creditors, were as follows at March 31, 2005 and
          December 31, 2004:

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

                                                                2005                         2004
                                                     ---------------------------   ---------------------------
                                                          Fair          % of           Fair           % of
                                                         Value          Total          Value         Total
                                                     ---------------  ----------   --------------  -----------
          AAA                                           $ 7,061.5       37.2%       $  6,542.5        35.2%
          AA                                              1,010.6        5.3%            865.3         4.7%
          A                                               3,996.3       21.1%          4,035.7        21.7%
          BBB                                             6,118.9       32.2%          6,325.2        34.0%
          BB                                                697.1        3.7%            710.7         3.8%
          B and below                                        96.6        0.5%            118.4         0.6%
                                                     ---------------  ----------   --------------  -----------
          Total                                         $18,981.0      100.0%       $ 18,597.8       100.0%
                                                     ===============  ==========   ==============  ===========
          </TABLE>

          95.8% and 95.6% of the fixed  maturities  were  invested in securities
          rated BBB and above (Investment  Grade) at March 31, 2005 and December
          31, 2004, respectively.

          Fixed maturities rated BB and below (Below  Investment Grade) may have
          speculative  characteristics,  and changes in economic  conditions  or
          other  circumstances are more likely to lead to a weakened capacity of
          the issuer to make  principal  and interest  payments than is the case
          with higher rated fixed maturities.

          Total fixed  maturities by market sector,  including fixed  maturities
          pledged to  creditors,  were as follows at March 31, 2005 and December
          31, 2004:

          <TABLE>
          <S>                                        <C>                           <C>
                                                                 2005                         2004
                                                     ---------------------------   ---------------------------
                                                          Fair          % of           Fair           % of
                                                         Value          Total          Value         Total
                                                     ---------------  ----------   --------------  -----------
          U.S. Corporate                               $  8,154.2       43.0%       $  8,399.5        45.2%
          Residential mortgage-backed                     3,889.9       20.5%          3,461.8        18.6%
          Commercial/multifamily mortgage-backed          1,166.6        6.1%          1,139.7         6.1%
          Foreign(1)                                      3,055.3       16.1%          3,198.3        17.2%
          U.S. Treasuries/Agencies                          764.5        4.0%            464.7         2.5%
          Asset-backed                                    1,950.5       10.3%          1,933.8        10.4%
                                                     ---------------  ----------   --------------  -----------
          Total                                        $ 18,981.0      100.0%       $ 18,597.8       100.0%
                                                     ===============  ==========   ==============  ===========
          </TABLE>

          (1) Primarily U.S. dollar denominated.


                                       22

<PAGE>

          The Company did not have any  investments  in a single  issuer,  other
          than  obligations  of the U.S.  government,  with a carrying  value in
          excess of 10% of the Company's shareholder's equity at March 31, 2005.

          Mortgage Loans

          Mortgage loans,  primarily commercial mortgage loans, totaled $3,894.6
          at March 31, 2005 and $3,851.8 at December  31, 2004.  These loans are
          reported at amortized cost less impairment writedowns. If the value of
          any  mortgage  loan is  determined  to be impaired  (i.e.,  when it is
          probable that the Company will be unable to collect on all amounts due
          according  to the  contractual  terms  of  the  loan  agreement),  the
          carrying  value of the mortgage  loan is reduced to either the present
          value of expected cash flows,  cash flows from the loan (discounted at
          the loan's effective  interest rate), or fair value of the collateral.
          If the loan is in  foreclosure,  the carrying  value is reduced to the
          fair value of the  underlying  collateral,  net of estimated  costs to
          obtain and sell.  The carrying  value of the impaired loans is reduced
          by  establishing  a permanent  write down charged to realized loss. At
          March 31, 2005 and December 31, 2004, the Company had no allowance for
          mortgage loan credit losses.

          Unrealized Losses

          Fixed maturities,  including securities pledged to creditors, comprise
          81.5% and 81.3% of the Company's total  investment  portfolio at March
          31,  2005 and  December  31,  2004,  respectively.  Unrealized  losses
          related to fixed maturities are analyzed in the following tables.

          Fixed  maturities,  including  securities  pledged  to  creditors,  in
          unrealized  loss  positions  for  Investment  Grade  ("IG")  and Below
          Investment  Grade  ("BIG")  securities  by duration were as follows at
          March 31, 2005 and December 31, 2004:

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

                                                            2005                                      2004
                                           ----------------------------------------  ----------------------------------------
                                                      % of IG              % of IG              % of IG              % of IG
                                               IG     and BIG      BIG     and BIG       IG     and BIG     BIG      and BIG
                                           --------- ---------  --------- ---------  --------- --------- ---------  ---------
          Less than six months below
             amortized cost                 $ 109.0     53.3%    $  8.1       3.9%    $  26.6     30.5%    $  0.6       0.7%
          More than six months
             and less than twelve months
             below amortized cost              35.1     17.2%        2.7      1.3%       28.0     32.0%       1.9       2.2%
          More than twelve months
             below amortized cost              47.0     23.0%        2.7      1.3%       26.1     29.9%       4.1       4.7%
                                           --------- ---------  --------- ---------  --------- --------- ---------  ---------
          Total unrealized loss             $ 191.1     93.5%    $  13.5      6.5%    $  80.7     92.4%    $  6.6       7.6%
                                           ========= =========  ========= =========  ========= ========= =========  =========
          </TABLE>

          Unrealized losses at March 31, 2005 were primarily related to interest
          rate movement or spread widening for other than credit-related reasons
          and to securities  under the guidance  prescribed  by Emerging  Issues
          Task Force ("EITF") Issue No. 99-20,  "Recognition  of Interest Income
          and  Impairment  on  Purchased  and Retained  Beneficial  Interests in
          Securitized  Financial Assets".  Securities affected by EITF Issue No.
          99-20 include U.S.  government backed securities,  principal protected


                                       23

<PAGE>

          securities,  and structured securities,  which did not have an adverse
          change in cash flows.  The following  table  summarizes the unrealized
          losses by  duration  and  reason,  along with the  carrying  amount of
          securities with unrealized losses at March 31, 2005:

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

                                                                                More than
                                                                                Six Months
                                                              Less than        and less than           More than
                                                              Six Months       Twelve Months         Twelve Months
                                                           -----------------  -----------------   -----------------
          Interest rate or spread widening                    $    73.2          $    21.5             $  31.9
          EITF Issue No.99-20                                      43.9               16.3                17.8
                                                           -----------------  -----------------   -----------------
          Total unrealized loss                               $   117.1          $    37.8             $  49.7
                                                           =================  =================   =================
          Carrying amount                                     $ 7,188.3          $ 1,477.5             $ 934.0
                                                           =================  =================   =================
          </TABLE>

          Fixed  maturities,  including  securities  pledged  to  creditors,  in
          unrealized  loss  positions  by market  sector  and  duration  were as
          follows at March 31, 2005:

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

                                                                       Commercial/
                                                          Residential  Multi-family                U.S.
                                                 U.S.     Mortgage-     Mortgage-                Treasuries/  Asset-
                                               Corporate    Backed        Backed       Foreign   Agencies     Backed     Total
                                               ---------  -----------  -------------  --------- ----------  --------- -----------
          Less than six months below
              amortized cost                     $ 49.9      $ 28.7      $  9.3        $ 15.5      $ 7.6     $  6.1     $ 117.1
          More than six month and less than
              twelve months below
              amortized cost                       18.8         7.3         2.2           2.7          -        6.8        37.8
          More than twelve months
              below amortized cost                 19.8         6.7         1.6          11.9        0.2        9.5        49.7
                                               ---------  -----------  -------------  --------- ----------  --------- -----------
          Total unrealized loss                  $ 88.5      $ 42.7      $ 13.1        $ 30.1      $ 7.8     $ 22.4     $ 204.6
                                               =========  ===========  =============  ========= ==========  ========= ===========
          </TABLE>


          Other-Than-Temporary Impairments

          The Company  analyzes  the general  account  investments  to determine
          whether there has been an  other-than-temporary  decline in fair value
          below  amortized  cost basis.  Management  considers the length of the
          time and the extent to which the market value has been less than cost;
          the financial condition and near term prospects of the issuer;  future
          economic conditions and market forecasts; and the Company's intent and
          ability to retain the  investment  for a period of time  sufficient to
          allow for recovery in market value. If it is probable that all amounts
          due according to the  contractual  terms of an investment  will not be
          collected,  an  other-than-temporary  impairment is considered to have
          occurred.

          In addition,  the Company  invests in structured  securities that meet
          the criteria of EITF Issue No. 99-20.  Under EITF Issue No.  99-20,  a
          determination  of the required  impairment is based on credit risk and
          the  possibility  of  significant  prepayment  risk that restricts the
          Company's  ability  to  recover  the  investment.   An  impairment  is


                                       24

<PAGE>
          recognized  if the fair value of the  security is less than  amortized
          cost and there has been an adverse  change in cash flow since the last
          remeasurement date.

          When a decline in fair value is determined to be other-than-temporary,
          the individual  security is written down to fair value and the loss is
          accounted for as a realized loss.

          The following  table  identifies  the  Company's  other-than-temporary
          impairments  by type for the three  months  ended  March 31,  2005 and
          2004:

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

                                                            2005                                 2004
                                           ------------------------------------ ------------------------------------
                                                                   No. of                              No. of
                                               Impairment         Securities        Impairment        Securities
                                           -----------------  ----------------- ----------------- ------------------
          U.S. Corporate                         $    -               -               $ 1.2                1
          Residential mortgage-backed              10.3              67                 4.9               59
          Asset-backed                              0.4               1                   -                -
                                           -----------------  ----------------- ----------------- ------------------
          Total                                  $ 10.7              68               $ 6.1               60
                                           =================  ================= ================= ==================
          </TABLE>

          Net Realized Capital Gains and Losses

          Net realized  capital gains  (losses) are comprised of the  difference
          between the carrying  value of  investments  and  proceeds  from sale,
          maturity,  and  redemption,  as well  as  losses  incurred  due to the
          other-than-temporary  impairment of investments.  Net realized capital
          gains (losses) on investments were as follows:

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

                                                                  Three months ended March 31,
                                                                     2005               2004
                                                              -----------------  -----------------
          Fixed maturities                                         $ (4.8)            $ 49.1
          Equity securities                                           0.1                3.5
          Derivatives                                                13.1              (37.3)
          Other                                                       0.4                  -
                                                              -----------------  -----------------
          Pretax net realized capital gains                        $  8.8             $ 15.3
                                                              =================  =================
          After-tax net realized capital gains                     $  5.7             $  9.9
                                                              =================  =================
          </TABLE>

          Liquidity and Capital Resources

          Liquidity  is the ability of the Company to generate  sufficient  cash
          flows to meet the  cash  requirements  of  operating,  investing,  and
          financing activities.

          Sources and Uses of Liquidity

          The Company's  principal sources of liquidity are annuity premiums and
          product charges,  GIC deposits,  investment income,  proceeds from the
          maturing and sale of  investments,  proceeds from debt  issuance,  and
          capital  contributions.  Primary  uses of these funds are  payments of
          commissions  and  operating  expenses,  interest and premium  credits,
          payments  under  guaranteed  death  and  living  benefits,  investment
          purchases,   repayment  of  debt,  as  well  as  contract  maturities,
          withdrawals and surrenders.


                                       25

<PAGE>

          The Company's  liquidity  position is managed by maintaining  adequate
          levels  of  liquid  assets,  such  as cash  or  cash  equivalents  and
          short-term investments.  Asset/liability management is integrated into
          many  aspects  of  the  Company's  operations,   including  investment
          decisions,  product development, and determination of crediting rates.
          As part of the risk management  process,  different economic scenarios
          are  modeled,  including  cash flow  testing  required  for  insurance
          regulatory purposes, to determine that existing assets are adequate to
          meet  projected  liability  cash flows.  Key variables in the modeling
          process include interest rates,  anticipated  contractowner  behavior,
          and variable  separate account  performance.  Contractowners  bear the
          investment risk related to variable annuity  products,  subject to the
          minimum  guaranteed  death  and  living  benefits  included  in  these
          contracts.

          The fixed  account  liabilities  are  supported  by a general  account
          portfolio principally composed of fixed rate investments with matching
          duration  characteristics that can generate predictable,  steady rates
          of return.  The  portfolio  management  strategy for the fixed account
          considers the assets  available-for-sale.  This enables the Company to
          respond to changes in market interest rates, prepayment risk, relative
          values of asset sectors and individual  securities  and loans,  credit
          quality  outlook,   and  other  relevant  factors.  The  objective  of
          portfolio  management  is to maximize  returns,  taking  into  account
          interest rate and credit risk,  as well as other risks.  The Company's
          asset/liability  management discipline includes strategies to minimize
          exposure to loss as interest rates and economic and market  conditions
          change.

          Additional  sources of liquidity include borrowing  facilities to meet
          short-term cash requirements.  The Company maintains a reciprocal loan
          agreement  with ING America  Insurance  Holding  Company,  Inc.  ("ING
          AIH"), an affiliate, whereby either party can borrow from the other up
          to 3% of the Company's total admitted  assets, a $100.0 revolving note
          facility with Bank of New York,  and a $125.0  revolving note facility
          with SunTrust Bank, which expires on July 30, 2005. At March 31, 2005,
          the Company had $18.1  outstanding  under the revolving  note facility
          with SunTrust Bank,  which was repaid on April 4, 2005, and no amounts
          outstanding  as of  December 31,  2004.  The  Company  had no  amounts
          receivable  from ING AIH under the  reciprocal  loan  agreement  as of
          March 31,  2005,  and  $184.2  receivable  as of  December  31,  2004.
          Management  believes  that these  sources of liquidity are adequate to
          meet the Company's short-term cash obligations.

          The  Company  is a member of the FHLB and is  required  to  maintain a
          collateral  deposit that backs funding  agreements issued to the FHLB.
          At March 31, 2005 and December 31, 2004, respectively, the Company had
          $275.9 and $376.3 in non-putable funding agreements issued to FHLB. At
          March 31, 2005 and  December  31,  2004,  respectively,  assets with a
          carrying value of approximately  $421.6 and $422.0  collateralized the
          funding  agreements issued to the FHLB. Assets pledged to the FHLB are
          included in fixed maturities in the Balance Sheets.


                                       26

<PAGE>

          Capital Contributions and Dividends

          During the three  months  ended March 31,  2005 and 2004,  the Company
          received no capital contributions from its parent. The Company did not
          pay any  dividends  on its common  stock during the three months ended
          March 31, 2005 and 2004.

          Minimum Guarantees

          Variable  annuity  contracts  containing  guaranteed  death and living
          benefits  expose the Company to equity risk.  An increase in the value
          of  the  equity  markets  will  increase   account  values  for  these
          contracts,  thereby  decreasing the Company's risk associated with the
          guaranteed minimum death benefits ("GMDBs"), guaranteed minimum income
          benefits ("GMIBs"),  guaranteed minimum withdrawal benefits ("GMWBs"),
          and guaranteed minimum accumulation benefits ("GMABs").  A decrease in
          the equity markets, that causes a decrease in the account values, will
          increase  the  possibility  that the  Company  may be  required to pay
          amounts to customers due to guaranteed death or living benefits.

          The Company sells variable annuity contracts that offer one or more of
          the following guaranteed death benefits and living benefits:

          Guaranteed  Minimum Death Benefits  ("GMDB"):  The Company has offered
          the following guaranteed death benefits:

          -    Standard - This  guarantees  that upon the death of the annuitant
               the death  benefit will be no less than the premiums  paid by the
               contractowner net of any contract  withdrawals.
          -    Ratchet - This  guarantees  that upon the death of the  annuitant
               the  death  benefit  will  be no less  than  the  greater  of (1)
               Standard or (2) the maximum  anniversary (or quarterly)  value of
               the  variable  annuity.
          -    Rollup  (7% or 5.5%  Solution)  - This  guarantees  that upon the
               death of the annuitant the death benefit will be no less than the
               aggregate premiums paid by the contractowner accruing interest at
               7% or 5.5% per  annum,  subject to a maximum  cap on the  account
               value.  (The Company has discontinued this option for new sales.)
          -    Combo  (Max 7) - This  guarantees  that  upon  the  death  of the
               annuitant  the death  benefit will be no less than the greater of
               (1) Ratchet or (2) Rollup.

          At March 31, 2005,  the  guaranteed  value of these death  benefits in
          excess of  account  values was  estimated  to be $2.8  billion  before
          reinsurance, which was a $0.3 billion increase from the estimated $2.5
          billion at December 31, 2004. The increase was primarily driven by the
          decline in equity  markets  during the first three months of 2005. For
          contracts  issued  prior to  January  1,  2000,  most  contracts  with
          enhanced  death  benefit  guarantees  were  reinsured  to third  party
          reinsurers  to mitigate  the risk  produced by such  guaranteed  death
          benefits.  For contracts  issued after  December 31, 1999, the Company
          has instituted an equity hedging  program in lieu of  reinsurance,  to
          mitigate  the risk  produced by the  guaranteed  death  benefits.  The


                                       27

<PAGE>

          equity  hedging  program  is  based  on  the  Company   entering  into
          derivative  positions to offset exposures to guaranteed  minimum death
          benefits due to adverse  changes in the equity  markets.  At March 31,
          2005, the  guaranteed  value of minimum  guaranteed  death benefits in
          excess of account values, net of reinsurance, was estimated to be $1.6
          billion,  of which $866.0 is projected to be covered by the  Company's
          equity hedging program. These amounts are consistent with December 31,
          2004.  As of March 31,  2005,  the Company has recorded a liability of
          $84.5,  net of  reinsurance,  representing  the  estimated net present
          value of the Company's future obligation for guaranteed  minimum death
          benefits in excess of account  values.  The liability  increased $17.6
          from $66.9 at December  31,  2004,  mainly due to the increase in fees
          used to fund the reserve and the decline in equity  markets during the
          first three months of 2005.  The  liability is recorded in  accordance
          with the provisions of SOP 03-1.

          Guaranteed   Living   Benefits:   The  Company  offers  the  following
          guaranteed living benefits:

          -    Guaranteed  Minimum Income Benefit  ("GMIB") - This  guarantees a
               minimum income payout,  exercisable each contract  anniversary on
               or after the 10th rider anniversary.  This type of living benefit
               is the  predominant  selection in the Company's sales of variable
               annuities.
          -    Guaranteed  Minimum Withdrawal Benefit ("GMWB") - This guarantees
               that annual  withdrawals of up to 7% of eligible  premiums may be
               made until eligible premiums previously paid by the contractowner
               are returned,  regardless of account value performance.  The GMWB
               rider (ING Principal Guard) provides reset and step-up  features,
               which provide, in certain instances,  for increases in the amount
               available for withdrawal.
          -    Guaranteed  Minimum  Accumulation  Benefit  ("GMAB") - Guarantees
               that the account value will be at least 100% of the premiums paid
               by the  contractowner  after 10 years  (GMAB10)  or 200% after 20
               years (GMAB20).

          At March 31, 2005,  the guaranteed  value of these living  benefits in
          excess of account  values  was  estimated  to be  $405.2,  which is an
          increase of $135.5 from an estimated  $269.7 at December 31, 2004. The
          increase was primarily  driven by the decline in equity markets during
          the first three months of 2005. All living benefits are covered by the
          Company's  equity hedging  program.  As of March 31, 2005, the Company
          has  recorded a liability  of $53.3  representing  the  estimated  net
          present value of its future  obligation for living  benefits in excess
          of  account  values.  The  liability  increased  $13.0  from  $40.3 at
          December 31, 2004, mainly due to the increase in fees used to fund the
          reserve  and the  decline in equity  markets  during  the first  three
          months of 2005.  For GMIBs,  the  liability is recorded in  accordance
          with the provisions of SOP 03-1. For GMABs and GMWBs, the liability is
          held at fair value in  accordance  with FAS No. 133,  "Accounting  for
          Derivative Instruments and Hedging Activities".



                                       28

<PAGE>

          Derivatives

          The Company's use of derivatives is limited mainly to hedging purposes
          to reduce the Company's  exposure to cash flow  variability  of assets
          and   liabilities,   interest  rate  risk,  and  market  risk.   These
          derivatives  are not  accounted for using hedge  accounting  treatment
          under FAS No.  133,  as the  Company  does not seek  hedge  accounting
          treatment.   The  Company  enters  into  interest  rate  and  currency
          contracts,  including swaps, caps, floors,  options,  and futures,  to
          reduce and  manage  risks  associated  with  changes in value,  yield,
          price,  cash flow, or exchange rates of assets or liabilities  held or
          intended to be held.  The  Company  also  purchases  options on equity
          indexes to reduce and manage risks  associated  with its  equity-index
          annuity  products.  Changes  in the  fair  value  of  open  derivative
          contracts  are  recorded  in net  realized  capital  gains and losses.
          Derivatives are included in other investments on the Balance Sheets.

          The Company also had investments in certain fixed maturity instruments
          and  retail  annuity  products  that  contain  embedded   derivatives,
          including  those whose market value is at least  partially  determined
          by,  among  other  things,  levels of or  changes in  domestic  and/or
          foreign   interest  rates  (short-  or  long-term),   exchange  rates,
          prepayment rates, equity markets or, credit  ratings/spreads.  Changes
          in the fair value of embedded derivatives are recorded in net realized
          capital  gains  (losses) in the  Statements  of  Operations.  Embedded
          derivatives  within securities are included in fixed maturities on the
          Balance Sheets.  Embedded  derivatives  within retail annuity products
          are  included in future  policy  benefits  and claims  reserves on the
          Balance Sheets.

          Reinsurance Recoverable

          The  reinsurance  recoverable  decreased  by $507.5 to $880.6  for the
          three months ended March 31,  2005,  from  $1,388.1 for the year ended
          December  31,  2004.  The  decrease  is  primarily  due  to  decreased
          reinsurance of GICs to an affiliate  company,  Security Life of Denver
          Insurance Company, of approximately $510.8.

          Coinsurance Agreement

          Effective May 1, 2005 (the "Effective  Date"),  ING USA entered into a
          coinsurance  agreement (the "Agreement") with its affiliate,  Security
          Life of Denver Insurance Company ("Security Life"). Under the terms of
          the  Agreement,  as of the Effective  Date,  ING USA ceded to Security
          Life  and  Security  Life  assumed  and  indemnity  reinsured,   on  a
          coinsurance  basis,  100% of the reinsured  liabilities  arising under
          certain fixed annuity  contracts  issued by ING USA between January 1,
          2001 and December 31, 2003 (the "Covered Contracts").  ING USA remains
          directly obligated to the contractowners of the Covered Contracts. The
          account  balances ceded by ING USA to Security Life under the terms of
          the  Agreement  as of  the  Effective  Date  were  approximately  $2.5
          billion. As of the Effective Date, the assets backing the reserves for
          the liabilities  assumed by Security Life were  transferred by ING USA
          to Security Life. Total assets transferred including ceding commission
          by  ING  USA  to  Security  Life  as  of  the   Effective   Date  were
          approximately $2.7 billion, subject to final valuation adjustment.  As


                                       29

<PAGE>

          additional  consideration  for Security Life assuming the  liabilities
          under the Agreement, ING USA has assigned to Security Life any and all
          premiums  received  by ING USA  after  the  Effective  Date  that  are
          attributable to the contract liabilities assumed under the Agreement.

          Recently Adopted Accounting Standards

          (See  the  Recently  Adopted  Accounting  Standards  Footnote  to  the
          condensed financial statements for further information.)

          Legislative Initiatives

          Legislative  proposals  which  have  been or are being  considered  by
          Congress  include  repealing the estate tax,  reducing the taxation on
          annuity  benefits,  changing the tax  treatment of insurance  products
          relative to other  financial  products,  and changing  life  insurance
          company taxation.  Some of these proposals,  if enacted,  could have a
          material  effect on life  insurance,  annuity,  and  other  retirement
          savings product sales.  The President has also established an advisory
          panel to study  reform  of the  Internal  Revenue  Code.  The panel is
          scheduled  to report  its  findings  and make  recommendations  to the
          Secretary of Treasury by the end of July, 2005. The recommendations of
          this panel, if enacted by Congress,  could affect the tax treatment of
          life insurance companies and products.  Legislation to restructure the
          Social Security System and expand private pension plan incentives also
          may be considered.  Prospects for enactment and the ultimate effect of
          these proposals are uncertain.


Item 4.   Controls and Procedures

          a)   The Company carried out an evaluation,  under the supervision and
               with the  participation  of its  management,  including its Chief
               Executive   Officer   and  Chief   Financial   Officer,   of  the
               effectiveness of the Company's disclosure controls and procedures
               (as defined in Rule  13a-15(e)  and  15d-15(e) of the  Securities
               Exchange Act of 1934) as of the end of the period covered by this
               report. Based on that evaluation, the Chief Executive Officer and
               the Chief  Financial  Officer have  concluded  that the Company's
               current  disclosure  controls  and  procedures  are  effective in
               ensuring  that  material  information  relating  to  the  Company
               required to be disclosed in the Company's periodic SEC filings is
               made known to them in a timely manner.

          b)   There  has not been any  change  in the  internal  controls  over
               financial  reporting  of the  Company  that  occurred  during the
               period covered by this report that has materially  affected or is
               reasonably likely to materially affect these internal controls.


                                       30

<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

          The Company is a party to threatened or pending  lawsuits/arbitrations
          arising  from the normal  conduct of  business.  Due to the climate in
          insurance  and  business  litigation/arbitrations,  suits  against the
          Company  sometimes   include  claims  for  substantial   compensatory,
          consequential or punitive damages and other types of relief. Moreover,
          certain claims are asserted as class actions,  purporting to represent
          a group of similarly situated individuals. While it is not possible to
          forecast  the  outcome  of such  lawsuits/arbitrations,  in  light  of
          existing insurance,  reinsurance and established  reserves,  it is the
          opinion    of    management    that    the    disposition    of   such
          lawsuits/arbitrations will not have a materially adverse effect on the
          Company's operations or financial position.

          As  with  many  financial  services  companies,  the  Company  and its
          affiliates have received  informal and formal requests for information
          from   various   state   and   federal   governmental   agencies   and
          self-regulatory   organizations   in  connection  with  inquiries  and
          investigations of the products and practices of the financial services
          industry.  In each case, the Company and its affiliates  have been and
          are providing  full  cooperation.  This  discussion  should be read in
          conjunction   with  the   "Other   Regulatory   Matters"   section  of
          Management's  Narrative  Analysis  of the  Results of  Operations  and
          Financial  Condition"  included in the Company's 2004 Form 10-K Annual
          Report.


Item 6.   Exhibits

          2.   Agreement  and Plan of Merger dated June 25, 2003, by and between
               USG  Annuity & Life  Company,  United  Life &  Annuity  Insurance
               Company,  Equitable  Life  Insurance  Company  of Iowa and Golden
               American,  incorporated  by  reference  in  Exhibit  99-8  in the
               Company's Form 8K filed with the SEC on January 2, 2004 (File No.
               333-87270).

          3.(i)Restated   Articles   of   Incorporation    Providing   for   the
               Redomestication  of Golden American Life Insurance  Company dated
               July 2 and 3, 2003,  effective  January 1, 2004,  incorporated by
               reference to Company's  10-K,  as filed with the SEC on March 29,
               2004 (File No. 033-87270).

               Amendment  to Articles of  Incorporation  Providing  for the Name
               Change of Golden  American Life Insurance  Company dated November
               20, 2003, effective January 1, 2004, incorporated by reference to
               the Company's 10-K, as filed with the SEC on March 29, 2004 (File
               No. 033-87270).


                                       31

<PAGE>

               Amendment to Articles of  Incorporation  Providing for the Change
               in  Purpose  and  Powers of ING USA  Annuity  and Life  Insurance
               Company  dated  March 3 and 4, 2004,  effective  March 11,  2004,
               incorporated  by reference to the  Company's  10-Q, as filed with
               the SEC on May 17, 2004 (File No. 033-87270).

          (ii) Amended  and  Restated  By-Laws  of  ING  USA  Annuity  and  Life
               Insurance Company, effective January 1, 2005.

          4.   Instruments  Defining the Rights of Security  Holders,  including
               Indentures (Annuity Contracts).

               (a) Single Premium Deferred Modified Guaranteed Annuity Contract,
               Single  Premium  Deferred  Modified   Guaranteed  Annuity  Master
               Contract, and Single Premium Deferred Modified Guaranteed Annuity
               Certificate - Incorporated  herein by reference to  Pre-Effective
               Amendment No. 1 to Registration  Statement on Form S-1 for Golden
               American Life Insurance Company as filed with the SEC on February
               8, 2002 (File No. 333-67660).

          (b)  Single Premium Deferred  Modified  Guaranteed  Annuity Contract -
               Incorporated  herein by  reference  to the  initial  Registration
               Statement on Form S-1 for Golden American Life Insurance Company,
               as filed with the SEC on June 30, 2000 (File No. 333-40596).

          (b.1)Single  Premium  Deferred  Modified   Guaranteed  Annuity  Master
               Contract and Single Premium Deferred Modified  Guaranteed Annuity
               Certificate  -  Incorporated   by  reference  to   Post-Effective
               Amendment No. 1 to Registration  Statement on Form S-1 for Golden
               American  Life  Insurance  Company,  as  filed  with  the  SEC on
               September 13, 2000 (File No. 333-40596).

          (c)  Individual  Retirement Rider; Roth Individual  Retirement Annuity
               Rider; Individual Retirement Annuity Rider; and Simple Retirement
               Account   Rider   -   Incorporated   herein   by   reference   to
               Post-Effective Amendment No. 34 to Registration Statement on Form
               N-4 for Golden American Life Insurance  Company  Separate Account
               B, as filed with the SEC on April 15, 2003 (File No. 033-23351).

          (c.1)403(b)  Rider -  Incorporated  herein  by  reference  to  Initial
               Registration  Statement  on Form  S-2 for  Golden  American  Life
               Insurance Company,  as filed with the SEC on April 15, 2003 (File
               No. 333-104547).

          (d)  Single  Premium  Deferred  Equity  Indexed  Modified   Guaranteed
               Annuity  Contract;  Single Premium Deferred  Modified  Guaranteed
               Annuity Group Master Contract; and Single Premium Deferred Equity
               Indexed Modified Guaranteed Annuity  Certificate,  - Incorporated


                                       32

<PAGE>

               herein  by  reference  to   Pre-Effective   Amendment  No.  1  to
               Registration  Statement  on Form  S-2,  as filed  with the SEC on
               August 13, 2004 (File No. 333-116137).

          (e)  Interest in Fixed Account I under  Variable  Annuity  Contracts -
               Incorporated herein by reference to: Post-Effective Amendment No.
               12 to Registration Statement on Form N-4 for Golden American Life
               Insurance   Company   Separate  Account  B,  as  filed  with  the
               Securities  and Exchange  Commission on April 23, 1999 (File Nos.
               333-59261, 811-5626); Incorporated by reference to Post-Effective
               Amendment No. 3 to Registration  Statement on Form N-4 for Golden
               American life Insurance  Company,  as filed with the SEC on April
               23, 1999 (File Nos.  333-28769,  811-5626);  and  Incorporated by
               reference  to  Pre-Effective  Amendment  No.  1  to  Registration
               statement on Form N-4 for Golden American Life Insurance  Company
               Separate  Account B, as filed with the SEC on June 24, 2000 (File
               Nos. 333-33914, 811-5626).

          (f)  Interests in Fixed Account II under Variable Annuity  Contracts -
               Incorporated herein by reference to Post-Effective  Amendment No.
               7 to Registration Statement on Form N-4 for Separate Account B of
               Golden  American Life Insurance  Company as filed with the SEC on
               October  2, 2000  (File No.  333-28679,  811-5626),  Incorporated
               herein  by  reference  to  Post-Effective   Amendment  No.  2  to
               Registration  Statement  on Form N-4 for  Separate  Account  B of
               Golden  American Life Insurance  Company as filed with the SEC on
               October  2, 2000  (File No.  333-30180,  811-5626),  Incorporated
               herein  by  reference  to  Post-Effective   Amendment  No.  5  to
               Registration  Statement  on Form N-4 for  Separate  Account  B of
               Golden  American Life Insurance  Company as filed with the SEC on
               April 23,  1999  (File  No.  333-28755,  811-5626),  Incorporated
               herein  by  reference  to  Post-Effective   Amendment  No.  1  to
               Registration  Statement  on Form N-4 for  Separate  Account  B of
               Golden  American Life Insurance  Company as filed with the SEC on
               April 23,  1999  (File  No.  333-66757,  811-5626),  Incorporated
               herein  by  reference  to   Pre-Effective   Amendment  No.  1  to
               Registration  Statement  on Form N-4 for  Separate  Account  B of
               Golden  American Life Insurance  Company as filed with the SEC on
               October 26,  2001 (File No.  333-63692,  811-5626),  Incorporated
               herein  by  reference  to   Pre-Effective   Amendment  No.  1  to
               Registration  Statement  on Form N-4 for  Separate  Account  B of
               Golden  American Life Insurance  Company as filed with the SEC on
               December 11, 2001 (File No.  333-70600,  811-5626),  Incorporated
               herein  by  reference  to  Post-Effective   Amendment  No.  1  to
               Registration  Statement  on Form  N-4 for  Golden  American  Life
               Insurance  Company  Separate  Account B, as filed with the SEC on
               April 16,  2003  (File  No.  333-90516,  811-5626),  Incorporated
               herein  by  reference  to   Pre-Effective   Amendment  No.  1  to
               Registration  Statement  on Form N-4 for  Separate  Account  B of
               Golden  American Life Insurance  Company as filed with the SEC on
               July 3, 2003 (File No.  333-101481;  811-5626),  and Incorporated
               herein  by  reference  to  an  Initial  filing  to   Registration


                                       33

<PAGE>

               Statement on Form N-4 for  Separate  Account B of ING USA Annuity
               and Life Insurance  Company as filed with the SEC on July 9, 2004
               (File No. 333-117260; 811-5626).

          (g)  Interest  in  the  Guaranteed   Account  under  Variable  Annuity
               Contracts -  Incorporated  herein by reference  to  Pre-Effective
               Amendment No. 1 to Registration  Statement on Form S-2 for Golden
               American Life  Insurance  Company,  as filed with the SEC on June
               29, 2001 (File No. 333-57212).


          31.1 Certificate  of David A. Wheat  pursuant  to  Section  302 of the
               Sarbanes-Oxley Act of 2002.

          31.2 Certificate  of Harry N. Stout  pursuant  to  Section  302 of the
               Sarbanes-Oxley Act of 2002.

          32.1 Certificate  of David A. Wheat  pursuant  to  Section  906 of the
               Sarbanes-Oxley Act of 2002.

          32.2 Certificate  of Harry N. Stout  pursuant  to  Section  906 of the
               Sarbanes-Oxley Act of 2002.


                                       34

<PAGE>

                                   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 Insurance Company
                                       (Registrant)


May 12, 2005         By: /s/ David A. Wheat
--------------           -------------------------------------------------------
   (Date)                    David A. Wheat
                             Director, Senior Vice President and
                               Chief Financial Officer
                             (Duly Authorized Officer and Principal Financial
                                Officer)



                                       35

<PAGE>


                                                                  Exhibit 3.(ii)


                         AMENDED AND RESTATED BY-LAWS OF

                   ING USA ANNUITY AND LIFE INSURANCE COMPANY

                                    ARTICLE I

                                    LOCATION

     Section  1. The  principal  office of ING USA  Annuity  and Life  Insurance
Company ("ING USA" or the  "Company")  shall be in the City of Des Moines,  Polk
County,  State of Iowa. The Company may establish and maintain such other office
or  offices,  within or  without  the State of Iowa,  as the Board of  Directors
("Board") may authorize or the business of the Company may require.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 1. TIME AND PLACE OF MEETINGS.  All meetings of the shareholders of
the Company  may be held at such time and place,  within or without the State of
Iowa, as fixed by the Board, or as designated in the notice of meeting, provided
that  any or all  shareholders  may  participate  in such  meeting  by  means of
conference telephone,  video conference, or similar telephonic communications by
means of which all persons  participating in the meeting can simultaneously hear
each  other.  A  shareholder  participating  in a meeting by this means shall be
considered to be present at the meeting.

     Section 2. ANNUAL MEETING.  The annual meeting of the shareholders shall be
held each year at a time and place designated by the Board.  Annual meetings may
be called by the Board or by any officer of the Company  instructed by the Board
to call the  meeting.  At the  annual  meeting,  the  shareholders  shall  elect
Directors,  and may elect a Chairman of the Board  ("Chairman"),  to serve until
the next  annual  meeting  or  until  their  successors  shall  be  elected  and
qualified,  whichever is later. Any other proper business may also be transacted
at the annual meeting

     Section 3. SPECIAL MEETINGS. Special meetings of shareholders may be called
at any time by the Chairman,  the Board acting upon majority vote, the President
or Secretary of the Company.  A special  meeting of  shareholders  shall also be
called by the Secretary upon the written  request of  shareholders  who together
own of  record a  majority  of the  outstanding  shares  of each  class of stock
entitled to vote at such meeting,  which written request shall state the purpose
for the meeting.  No business other than that specified in the notice of meeting
shall be transacted at a special meeting of the shareholders.


                                       1

<PAGE>

     Section  4.  NOTICE OF  MEETING.  A  written  notice,  in  either  paper or
electronic  format,  stating the time and place of any meeting of  shareholders,
and in the case of a special meeting the purpose of the meeting, shall be mailed
or delivered to each shareholder entitled to vote at the meeting, as required by
law.  Shareholders  may  waive  notice of any  meeting,  and the  presence  of a
shareholder at any meeting,  in person or represented by proxy, shall constitute
a waiver of notice of such meeting.

     Section 5. ORGANIZATION. Meetings of shareholders shall be presided over by
the  Chairman,  or in his  absence by the  President,  or if in his absence by a
Vice-President,  or in the  absence of all of the  foregoing  persons,  a person
designated  by the  Board.  The  Secretary  shall  act as the  secretary  of the
meeting,  but in his absence the  chairman of the meeting may appoint any person
to act as secretary of the meeting.

     Section 6.  ADJOURNMENTS.  Any meeting of shareholders,  annual or special,
may adjourn from time to time to reconvene at the same or some other place,  and
notice  need not be given of any such  reconvened  meeting if the time and place
thereof are  announced  at the meeting at which the  adjournment  is taken.  Any
business  which  might have been  transacted  at the  original  meeting,  can be
transacted at the reconvened meeting. If the adjournment is for more than thirty
(30)  days,  or if after  the  adjournment  a new  record  date is fixed for the
reconvened  meeting,  a notice of the reconvened  meeting shall be given to each
shareholder of record entitled to vote at the meeting.

     Section 7. QUORUM.  Except as otherwise provided by law or these by-laws, a
quorum  at any  meeting  of the  shareholders  shall  consist  of the  number of
shareholders  holding a  majority  of the  shares of each  class of  outstanding
voting stock,  present in person or  represented  by proxy.  For purposes of the
foregoing,  two or more classes or series of stock shall be  considered a single
class if holders  thereof are entitled to vote together as a single class at the
meeting.

     Section 8. VOTING AND PROXIES.  At all meetings of the  shareholders,  each
shareholder  may cast one vote in person or by proxy for each  share  held.  All
proxies  must  be in  writing  and  signed  by the  shareholder  or by his  duly
authorized  attorney-in-fact.  All proxies  shall be filed with the Secretary of
the Company and recorded as part of the minutes of the shareholders meetings.

     Section 9.  DETERMINATION  OF  SHAREHOLDERS  OF RECORD.  The Company  shall
determine  the  shareholders  entitled to notice of or to vote at any meeting of
shareholders,  or to  express  consent  to an action  without a  meeting,  or to
receive payment of any dividend or other distribution or allotment of rights, or
to  exercise  any  shareholder  rights,  as  follows:  (i) the  record  date for
determining  shareholders  entitled  to  notice  of or to vote at a  meeting  of
shareholders shall be at the close of business on the day next preceding the day
on which  notice is given,  or if notice is waived,  at the close of business on
the day next  preceding  the day on which the  meeting is held;  (ii) the record
date for  determining  shareholders  entitled to express consent to an action in
writing  without a  meeting  shall be the day on which the  written  consent  is
signed  by  the   shareholder;   and  (iii)  the  record  date  for  determining
shareholders  for any other purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto.


                                       2

<PAGE>


     Section 10. ACTION WITHOUT MEETING.  Any action required or permitted to be
taken at any annual or special  meeting of  shareholders  may be taken without a
meeting, without prior notice or vote, if all shareholders consent in writing to
the action.  Written actions must describe the action taken,  bear the signature
of each of the  shareholders,  and be delivered to the  Secretary to be filed in
the  Company's  records.  The written  action shall be effective on the date the
last of the  shareholders  has  approved the action  unless a different  date is
specified.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 1.  GENERAL  POWERS.  The  affairs,  property  and  business of the
Company shall be managed by the Board.

     Section 2. NUMBER,  TERM, AND QUALIFICATIONS OF DIRECTORS.  The Board shall
consist of not less than five (5) nor more than fifteen (15) persons  elected by
the  shareholders  at the  annual  meeting  of the  shareholders.  The number of
directors  may be  increased  or  decreased  by  amendment  to, or in the manner
provided in, these by-laws or articles of incorporation. The number of directors
to be elected may be determined by a resolution of the shareholders,  but in the
absence of such a  resolution,  there shall be elected  the number of  directors
that were elected at the previous annual meeting of shareholders.  Each Director
shall hold  office for the term for which he was  elected,  until his  successor
shall have been  elected  and  qualified,  or until his earlier  resignation  or
removal.

     Section  3.  RESIGNATION.  A Director  may resign at any time by  providing
written notice to the Board,  the Chairman,  or the  Secretary.  If no effective
date is  specified  in the notice,  it will become  effective  at the time it is
received by the Secretary.

     Section  4.  REMOVAL.  At any  meeting of  shareholders,  any  Director  or
Directors may be removed from office,  with or without cause, by the affirmative
vote of the holders of a majority of the outstanding shares entitled to vote.

     Section  5.  VACANCIES.  Unless  otherwise  provided  in  the  Articles  of
Incorporation  or these by-laws,  vacancies and any newly created  directorships
resulting from any increase in the authorized  number of directors may be filled
by the affirmative  vote of a majority of the Directors then in office,  even if
less than a quorum of the Board.  A Director so elected shall be elected for the
unexpired  term of his  predecessor  in  office  or for the  full  term of a new
directorship.

     Section 6. TIME AND PLACE OF MEETINGS.  The Board may hold regular meetings
at such time and place as fixed by the Board from time to time. Special meetings
may also be  called by the  Chairman,  or any other  member  of the  Board,  the
President,  or the  Secretary.  Members  of the  Board may  participate  in such
meeting  by  means  of  conference  telephone,   video  conference,  or  similar
telephonic  communications  by means of which all persons  participating  in the
meeting  can  simultaneously  hear each  other.  A Director  participating  in a
meeting by this means is considered to be present at the meeting.


                                       3

<PAGE>

     Section 7. NOTICE OF MEETINGS. Notice shall not be required with respect to
any  regular  meeting  called by the Board.  With  respect to a special  meeting
called by the  Chairman or any other member of the Board,  the  President or the
Secretary,  written notice,  in either paper or electronic  format,  stating the
time,  place and purpose of the  meeting  shall be mailed or  delivered  to each
Director not less than twenty-four (24) hours before such meeting. Directors may
waive notice of any meeting, and the presence of a Director at any meeting shall
constitute a waiver of notice of such meeting.

     Section 8.  ORGANIZATION.  Meetings shall be presided over by the Chairman,
or in his absence by the President, or if in his absence by a Vice-President, or
in the absence of all of the foregoing persons a person designated by the Board.
The Secretary shall act as the secretary of the meeting,  but in his absence the
chairman  of the  meeting  may  appoint  any person to act as  secretary  of the
meeting.

     Section 9. ADJOURNMENTS.  Any meeting may be adjourned from time to time to
reconvene at the same or some other  place,  and notice need not be given of any
such  reconvened  meeting if the time and place  thereof  are  announced  at the
meeting at which the  adjournment  is taken.  Any business which might have been
transacted at the original meeting, can be transacted at the reconvened meeting.

     Section 10. QUORUM. Except as otherwise provided by law or these by-laws, a
majority of the entire Board currently  holding office shall constitute a quorum
at any meeting of the Board. The act of a majority of the Directors at a meeting
at which a quorum is present shall  constitute the act of the Board,  unless the
law or these by-laws shall require the vote of a greater number.  At any meeting
of the Board where a quorum is not present,  the Directors present shall adjourn
the meeting until such time as a quorum shall be present.

     Section 11. ACTION BY BOARD OF DIRECTORS  WITHOUT MEETING.  Any action that
might be taken at a meeting of the Board may be taken  without a meeting if done
in writing  signed by all of the Directors  currently  holding  office.  Written
actions  must  describe  the action  taken,  bear the  signature  of each of the
Directors,  and be  delivered  to the  Secretary  to be filed  in the  Company's
records.  The  written  action  shall be  effective  on the date the last of the
Directors has approved the action unless a different date is specified.

                                   ARTICLE IV

                             COMMITTEES OF THE BOARD

     Section 1. COMMITTEE  CREATION.  The Board may, in its discretion,  appoint
one or more  committees  consisting  of one or more  members of the  Board.  The
duties and  responsibilities  of each committee so appointed shall be determined
in accordance with customary  corporate  practice,  and as more specifically set
forth in the Board resolution creating such committee and in the charter of such
Committee which must be approved by the Board. Each committee shall have all the
authority of the Board,  except as expressly limited by the Board and applicable
law.  Committee  actions shall be subject to revision or alteration by the Board
provided rights of third parties would not be affected.


                                       4

<PAGE>

     Section 2.  QUORUM;  ALTERNATE  MEMBER.  A majority  of the  members of any
Committee  appointed by the Board shall  constitute a quorum for the transaction
of any business at any meeting of such  Committee.  The Board may appoint one or
more members of the Board as alternate members of any Committee, who will act in
the place of any absent or disqualified  Committee member. Any vacancy occurring
in the  membership  of the Committee  will be filled by any alternate  Committee
member  previously  appointed  by the  Board,  until  such time as the Board may
appoint a replacement  Committee  member who will serve for the remainder of the
vacating  member's  term. If a committee  member is absent from or  disqualified
from voting at a Committee  meeting and no alternate  Committee  member has been
appointed by the Board,  the remaining member or members of the Committee at the
meeting,  whether or not he or they constitute a quorum,  may unanimously select
from the  Board a  Director  to act at the  meeting  in place of the  absent  or
disqualified  Committee  member.  The Board may remove a member of a  Committee,
with or without  cause,  whenever in its judgment  such removal  would serve the
best interests of the Company.

     Section 3.  COMMITTEE  RULES AND  OPERATIONS.  Unless  the Board  otherwise
provides,  each  Committee  appointed  by the Board may adopt,  amend and repeal
rules for the conduct of its business without the approval of the Board, so long
as such  rules are not  inconsistent  with the Board  resolution  creating  such
Committee or with the Committee charter.  In the absence of a specific provision
in the Committee  charter or the rules of the Committee,  each  Committee  shall
conduct  its  business  in the same manner as the Board  conducts  its  business
pursuant to the relevant provisions of Article III of these by-laws.

     Section 4.  REPORTS TO THE BOARD.  The  Secretary  of the  Company (or such
other officer as the Committee  members  shall  designate)  shall keep a written
record  of each  Committee's  proceedings  and  shall  submit  a  report  of the
Committee's  activities to the Board as stated in the Board resolution  creating
such Committee or as otherwise required by the Board.

                                    ARTICLE V

                                    OFFICERS

     Section 1. ELECTION OF OFFICERS.  As soon as  practicable  after the annual
meeting of  shareholders,  the Board may,  at its  option,  elect from among its
members a Chairman,  who shall be designated as the Chairman of the Board and an
elected officer of the Company, but in any event shall elect a President; one or
more Vice Presidents;  a Treasurer; a Secretary;  and such other officers as the
Board deems necessary and may give them such designations or titles it considers
desirable.  The Board may authorize the classification of certain levels of Vice
President and may authorize Assistant  Treasurers,  Assistant  Secretaries,  and
other  categories it deems proper.  The Board of Directors may also elect or, by
resolution,  delegate to the President of the Company,  the authority to appoint
from  time to time one or more  business  unit  Presidents  to act as the  chief
operating  officers  of  the  various  business  units  of the  Company.  Unless
prohibited  by  applicable  law,  the same  person may hold two or more  offices
simultaneously.

     Section 2. TERM OF OFFICE.  Elected  officers  shall  hold  office  until a
successor is elected and qualified, or until his death, resignation,  removal or
suspension.  Any officer vacancy may be filled prior to the next annual election
by the Board at any regular or special meeting of the Board, or by written Board


                                       5

<PAGE>

action without a meeting.  Election as an officer shall not of itself create any
contractual rights or expectation of continued employment.

     The Board may remove an elected officer, with or without cause, whenever in
its judgment  such removal would serve the best  interests of the Company.  Such
removal  may be with or  without  prejudice  to the  contractual  rights of such
officer, if any.

     An officer  may resign at any time upon  written  notice to the Board,  the
President or the Secretary of the Company. Such resignation shall take effect at
the  time  specified  therein,   and  unless  otherwise  specified  therein,  no
acceptance of such  resignation  shall be necessary to make it effective.  If no
time is specified in the written  resignation notice, it shall be effective upon
delivery.

     Section  3.  POWERS  AND DUTIES OF THE  CHAIRMAN  OF THE  BOARD.  If one is
elected,  the  Chairman  shall  preside at all  meetings  of the Board and shall
perform  such other  duties and have such other  authority as the Board may from
time to time prescribe.

     Section 4. POWERS AND DUTIES OF THE  PRESIDENT.  The  President  shall have
operational  charge and management of the affairs,  property and business of the
Company,  as well as all duties  prescribed by the Board from time to time.  The
President   shall  also  be  responsible  to  ensure  that  all  directives  and
resolutions of the Board are carried into effect.

     Any business unit President  appointed by the President  shall be the chief
operating  executive for and shall have supervisory  authority over the business
unit  for  which  he is  appointed.  Powers  and  duties  of the  business  unit
Presidents  shall also  include,  but not be limited  to, all of the  authority,
powers, and duties usually incident to the office of Vice President.

     Section 5. POWERS AND DUTIES OF VICE PRESIDENTS. Vice Presidents shall have
such authority,  powers and duties in the management of the Company as generally
pertain  to such  office,  as well as all  duties  prescribed  by the  Board  or
President from time to time.

     Section 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer (and Assistant
Treasurers),  except as otherwise required by law, shall have charge and custody
of all funds and  securities  of the Company  under the  direction of the Board;
shall  deposit  all moneys of the  company to the credit of the  Company in such
depositories as are authorized by the Board; shall see that all expenditures are
duly authorized and evidenced;  and perform all other duties usually incident to
the  office  of  Treasurer,  as well as all  duties  prescribed  by the Board or
President from time to time.

     Section 7. POWERS AND DUTIES OF THE SECRETARY. The Secretary (and Assistant
Secretaries) shall give, or cause to be given, all required notices of Board and
shareholders meetings; attend all Board and shareholders meetings and record and
retain  the  minutes  of such  meetings  (if the  Secretary  is absent  from any
meeting, the Chairman of the meeting may appoint a temporary secretary to act at
such meeting); have custody of the stock register, minute books, and seal of the
Company;  and  perform  all  other  duties  usually  incident  to the  office of
Secretary, as well as all duties prescribed by the Board from time to time.


                                       6

<PAGE>

                                   ARTICLE VI

                                  CAPITAL STOCK

     All  certificates  of stock  shall be  signed  by the  President  or a Vice
President,  and the Secretary or an Assistant  Secretary of the Company.  When a
certificate is signed by a transfer agent or registrar appointed by the Board of
Directors,  the signature of any corporate  officer and the corporate  seal upon
the certificate may be facsimiles,  engraved,  printed, or digital.  The Company
may issue a new certificate of stock to replace one that has been lost,  stolen,
or destroyed,  and may require the owner or the owner's legal  representative to
indemnify  the Company  against any claim that may be made against it on account
of the loss.

                                   ARTICLE VII

          INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHER PERSONNEL

     Section 1. RIGHT TO  INDEMNIFICATION  AND STANDARD OF CONDUCT.  To the full
extent permitted by Iowa law, Section  490.851-490.859,  as amended from time to
time,  or by other  provisions  of  applicable  law, each 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, wherever brought, whether civil, criminal,
administrative or investigative,  by reason of the fact that he or she is or was
a director,  officer, fiduciary or employee of the Company, or is or was serving
at the  request of the Company as a director,  officer,  fiduciary,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  shall be indemnified  by the company  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  reasonably  believed to be in and not
opposed to the best  interests of the Company,  and with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful.

     Section  2.  AUTHORIZATION.  Any  indemnification  under this  Article  VII
(unless  ordered by a court) shall be made by the Company only as  authorized in
the specific case upon a determination that the indemnification is proper in the
circumstances because the person claiming indemnification has met the applicable
standard of conduct set forth in Section 1. Such determination  shall be made by
the Board by a majority  vote of a quorum  consisting  of Directors who were not
parties to the action,  suit or proceeding in question.  If such a quorum is not
obtainable, the Board shall retain independent legal counsel who shall make such
determination in a written opinion.

     Section 3. ADVANCE  PAYMENT OF  EXPENSES.  Expenses  (including  attorney's
fees) incurred in defending a civil or criminal action,  suit, or proceeding may
be paid by the Company in advance of the final  disposition  of such action upon
receipt  of an  undertaking  by or on  behalf  of a  person  entitled  to  claim
indemnification to repay such amount, unless it is ultimately determined that he
is entitled to be indemnified under this Article VII.

     Section 4. INSURANCE. The Company shall have power to purchase and maintain
insurance on behalf of any person  described in Section 1 against any  liability
asserted  against and incurred by him, whether or not the Company would have the
power to indemnify him against such liability under this Article VII.



                                       7

<PAGE>

     Section 5.  NON-EXCLUSIVITY.  The indemnification  provided by this Article
VII shall  not be  deemed  exclusive  of any  other  rights to which any  person
indemnified may be entitled under the Articles of Incorporation,  any agreement,
insurance  policy,  vote of the  shareholders  or  disinterested  Directors,  or
otherwise.

     Section 6. CONTINUANCE.  The  indemnification  provided by this Article VII
shall continue as to a person who has ceased to be director, officer, fiduciary,
employee or agent with regard to acts or omissions  of such person  occurring or
alleged to have occurred while the person was so engaged, shall apply whether or
not the claim  against such person  arises out of matters  occurring  before the
adoption of this by-law, and shall inure to the benefit of heirs, executors, and
administrators of such person.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section 1. FISCAL YEAR.  The fiscal year of the Company begins with January
first and ends with  December  thirty-first,  or as otherwise  determined by the
Board from time to time.

     Section 2. SEAL.  The seal of the Company shall bear the corporate  name of
the  Company,  the place of its home  office and such other  features  as may be
approved by the Board from time to time.  The seal of the Company  shall be kept
in the custody of the Secretary and may be affixed to any instrument requiring a
seal and may be duly attested to by any officer of the Company.

     Section  3.  DIVIDENDS.  The Board may from time to time  declare,  subject
where required to regulatory  approval or notice, and cause to be paid dividends
of cash,  property,  or shares  of stock or  securities  of,  or owned  by,  the
Company.

     Section 4. INVESTMENTS. The President, a Vice President, the Secretary, and
the  Treasurer,  or other  officers or employees  designated by the Board,  have
authority to sign  instruments,  including  but not limited to: all note,  bond,
stock, or other securities purchase agreements and security,  mortgage,  or real
estate  commitment  letters  and  amendments  thereto,  deeds  and  leases,  and
assignments,   releases,   or  partial  releases,   or  payment  or  performance
moratoriums of any mortgages,  debt obligations or other security interests held
by the Company.

     Section 5. POLICY  CONTRACTS.  All  insurance  policies and  contracts  for
annuities, guaranteed investment contracts (GICs) or funding agreements, and for
the disposition of the proceeds  thereof,  may be signed by any of the following
officers:  the President, a Vice President,  the Treasurer,  the Secretary or an
Assistant  Secretary;  with respect to GICs or funding agreements,  the business
unit  President  may also  execute  contracts  on  behalf  of the  Company.  The
signatures may be facsimile, digital or electronic signatures.

     Section 6. AGENCY AND OTHER CONTRACTS. The President, a Vice President, the
Secretary  and other  officers or employees  designated  by the Board shall have
authority  to sign or approve  agency  contracts  and  related  agreements,  tax
returns or reports, and any other reports filed with governmental agencies.



                                       8

<PAGE>

     Section 7. OTHER INSTRUMENTS.  All other contracts and written  instruments
not previously  described shall be signed by one of the following officers:  the
President,  a Vice  President,  the Secretary or the Treasurer,  or by any other
officer or  employee of the Company  designated  by the Board,  or by such other
person or persons as may be designated from time to time by the Board.

     Section 8.  STATUTORY  AGENTS.  The  President,  a Vice  President  and the
Secretary or an Assistant  Secretary are authorized to appoint  statutory agents
of the Company and to execute powers of attorney as needed, to accept service of
process  against the Company,  to execute papers to comply with laws in order to
qualify the Company to do business in any state, territory, district, country or
jurisdiction  and to take other actions  needed to be taken to comply with laws,
rules, or regulations in order to qualify the Company to do business.

     Section 9. FORM OF RECORDS.  Unless otherwise  required by law, any records
maintained by the Company in the regular  course of its business,  including its
stock ledger,  books of account and minute  books,  may be kept on, or be in the
form of,  magnetic  tape,  magnetic  disk,  optical  disk,  CD-ROM,  microfiche,
microfilm, or any other information storage format, provided that the records so
kept can be converted into clearly legible form within a reasonable time.

     Section  10.  AMENDMENTS.  The Board  shall have the power to make,  alter,
amend or repeal any and all of these  by-laws.  Any such action by the Board may
be amended, altered, or repealed by the shareholders.

     These  amended  and  restated  bylaws  were  duly  adopted  by the Board of
Directors of the Company on the 15th day of December, 2004



                                          /s/ Paula Cludray-Engelke
                                          --------------------------------------
                                              Paula Cludray-Engelke


                                       9

<PAGE>

                                                                    Exhibit 31.1


                                  CERTIFICATION

I, David A. Wheat, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of ING USA Annuity and
     Life Insurance Company;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date:    May 12, 2005


By       /s/  David A. Wheat
         ----------------------------------------------------------------
              David A. Wheat
              Director, Senior Vice President and Chief Financial Officer
              (Duly Authorized Officer and Principal Financial Officer)

<PAGE>

                                                                    Exhibit 31.2

                                  CERTIFICATION

I, Harry N. Stout, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of ING USA Annuity and
     Life Insurance Company;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date:    May 12, 2005


By       /s/  Harry N. Stout
         --------------------------------------------------------------
              Harry N. Stout
              President
              (Duly Authorized Officer and Principal Executive Officer)