485BPOS 1 pea20for75998.htm PEA # 20 75998 485(B)

As filed with the Securities and Exchange Commission on February 15, 2005			Registration No. 33-75998 Registration No. 811-2513

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4

Post-Effective Amendment No. 20 To REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and Amendment to REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Variable Annuity Account B of ING Life Insurance and Annuity Company ING Life Insurance and Annuity Company 151 Farmington Avenue, TS31, Hartford, Connecticut 06156 Depositor's Telephone Number, including Area Code: (860) 723-2239 Michael A. Pignatella, Counsel ING US Legal Services 151 Farmington Avenue, TS31, Hartford, Connecticut 06156 (Name and Address of Agent for Service)

It is proposed that this filing will become effective:
		immediately upon filing pursuant to paragraph (b) of Rule 485

	X	on February 21, 2005 pursuant to paragraph (b) of Rule 485

The Prospectus and the Statement of Additional Information each dated May 1, 2004 as amended are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 20 by reference to Registrant's filings under: Rule 485(b) as filed on April 16, 2004 and declared effective on May 1, 2004, Rule 497(e) as filed on August 4, 2004, August 17, 2004, October 29, 2004 and February 14, 2004 (File No. 33-75998).

A supplement to the Prospectus and a supplement to the Statement of Additional information, each dated February 21, 2005, are included in Parts A and B, respectively, of this Post-Effective Amendment.

ING Life Insurance and Annuity Company Variable Annuity Account B Individual Nonqualified Variable Annuity Supplement dated February 21, 2005 to the Contract Prospectus dated May 1, 2004, as supplemented on August 4, 2004, August 18, 2004 and October 29, 2004
The information in this Supplement updates and amends certain information contained in the Contract Prospectus. You should read this Supplement along with the current Contract Prospectus.

1.	In connection with the substitution of funds described in the August 18, 2004 supplement to the Contract Prospectus, the following new investment options will be available under your contract as of the effective date of the substitution. You will receive a separate supplement detailing the substitution.
	ING American Century Select Portfolio (Initial Class) ING Oppenheimer Global Portfolio (Initial Class) ING Oppenheimer Strategic Income Portfolio (Initial Class) ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class) ING Van Kampen Equity and Income Portfolio (Initial Class)
2.	The minimum and maximum total fund operating expenses shown in the Contract Prospectus will not change with the addition of the funds in Item 1 of this supplement. Therefore, there is no change to the hypothetical examples shown in the Contract Prospectus.
3.	The following adds information about the new funds to the Fund Expense Table beginning on page 7 of the Contract Prospectus.

Fund Name	Management (Advisory) Fees	12b-1 Fee	Other Expenses	Total Annual Fund Operating Expenses	Fees and Expenses Waived or Reimbursed	Net Annual Fund Operating Expenses
ING American Century Select Portfolio (Initial Class) ⁽⁵⁾⁽⁶⁾	0.64%	--	0.02%	0.66%	--	0.66%
ING Oppenheimer Global Portfolio (Initial Class)⁽⁶⁾	0.60%	--	0.06%	0.66%	--	0.66%
ING Oppenheimer Strategic Income Portfolio (Initial Class)⁽⁷⁾	0.50%	--	0.04%	0.54%	--	0.54%
ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class)⁽⁵⁾⁽⁶⁾	0.64%	--	0.02%	0.66%	--	0.66%
ING Van Kampen Equity and Income Portfolio (Initial Class)⁽⁵⁾⁽⁶⁾	0.55%	--	0.02%	0.57%	--	0.57%

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February 2005

4.	The Footnotes to "Fund Expense Table" beginning on page 8 of the Contract Prospectus are amended by adding the following footnotes:
	(5)	Effective December 1, 2004, Management (Advisory) Fees have been restated to reflect a decrease as follows: from 0.80% to 0.64% for ING American Century Select Portfolio; from 0.85% to 0.64% for ING T. Rowe Price Diversified Mid Cap Growth Portfolio; and from 0.85% to 0.55% for ING Van Kampen Equity and Income Portfolio.
	(6)	Effective December 1, 2004, the administrative fees included in Other Expenses have been restated to reflect a decrease as follows: from 0.20% to 0.02% for ING American Century Select Portfolio, ING T. Rowe Price Diversified Mid Cap Growth Portfolio and ING Van Kampen Equity and Income Portfolio; and from 0.60% to 0.06% for ING Oppenheimer Global Portfolio.
	(7)	The fees and expenses shown are based on estimated expenses for the current fiscal year.
5.	The following replaces the paragraph labeled "Limits Imposed by the Underlying Funds" in the Investment Options section in the Contract Prospectus.
	Limits Imposed by Underlying Funds. Orders for the purchase of fund shares may be subject to acceptance or rejection by the underlying fund. We reserve the right to reject, without prior notice, any allocation of a purchase payment to a subaccount if the subaccount's investment in its corresponding fund is not accepted by the fund for any reason.
6.	The following replaces the paragraphs under "Limits on Frequent or Disruptive Transfers" and "Limits Imposed by the Funds" in the Transfers Among Investment Options section in the Contract Prospectus.
	Limits Imposed by Underlying Funds. Orders for the purchase of fund shares may be subject to acceptance or rejection by the underlying fund. We reserve the right to reject, without prior notice, any allocation of a purchase payment to a subaccount if the subaccount's investment in its corresponding fund is not accepted by the fund for any reason. Limits on Frequent or Disruptive Transfers. The contract is not designed to serve as a vehicle for frequent trading. Frequent trading can disrupt management of a fund and raise its expenses through: 1) increased trading and transaction costs; 2) forced and unplanned portfolio turnover; 3) lost opportunity costs; and 4) large asset swings that decrease the fund's ability to provide maximum investment return to all contract holders. This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use market-timing investment strategies and make frequent transfers should not purchase the contract. We monitor transfer activity. With regard to frequent transfers, in the event that an individual's or organization's transfer activity: 1. exceeds our then-current monitoring standard for frequent trading; 2. is identified as problematic by an underlying fund even if the activity does not exceed our monitoring standard for frequent trading; or 3. if we determine in our sole discretion that such transfer activity may not be in the best interests of other contract holders, we will take the following actions to deter such activity. Upon the first violation, we will send a one time warning letter. A second violation will result in the suspension of trading privileges via facsimile, telephone, email and internet, and limit trading privileges to submission by regular U.S. mail for a period of six months. At the end of that period, trading privileges will be reinstated. If there is another violation after such rights are reinstated, we will suspend such privileges permanently. We will notify you in writing if we take any of these actions.

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February 2005

With regard to transfers initiated by a market-timing organization or individual or other party authorized to give transfer instructions on behalf of multiple contract owners, we will also take the following actions, without prior notice: (1) not accepting transfer instructions from an agent acting on behalf of more than one contract holder; and (2) not accepting preauthorized transfer forms from market timers or other entities acting on behalf of more than one contract holder at a time.

Our current definition of frequent trading is more than one purchase and sale of the same underlying fund within a 30-day period. We do not count transfers associated with scheduled dollar cost averaging or automatic rebalancing programs and transfers involving certain de minimis amounts when determining whether trading activity is excessive. We reserve the right to modify our general standard, or the standard as it may apply to a particular fund, at any time without prior notice, depending on, among other factors, the needs of the underlying fund(s), the best interests of contract holders and fund investors and/or state or federal regulatory requirements. If we modify such standard, it will be applied uniformly to all contract holders or, as applicable, to all contract holders investing in the underlying fund.

In addition, if, due to the excessive dollar amounts of trades, even though not within our then current definition of frequent trading, an individual's or organization's transfer activity is determined, in our sole discretion, to be disruptive, we will take the same actions as are described above to limit frequent transfers.

The Company does not allow waivers to the above policy. Our excessive trading policy may not be completely successful in preventing market timing or excessive trading activity.

The following information is added to Appendix II -- Description of Underlying Funds in the Contract Prospectus.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
ING Partners, Inc. -- ING American Century Select Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: American Century Investment Management, Inc.	Seeks long-term capital appreciation. Invests in stocks of companies the subadviser believes will increase in value over time, using a growth investment strategy developed by the subadviser that looks for companies with earnings and revenues that are not only growing, but growing at a successively faster, or accelerating, pace.
ING Partners, Inc. -- ING Oppenheimer Global Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: OppenheimerFunds, Inc.	Seeks capital appreciation. Invests mainly in common stocks of companies in the U.S. and foreign countries. Can invest without limit in foreign securities and can invest in any country, including countries with developed or emerging markets.
ING Partners, Inc. -- ING Oppenheimer Strategic Income Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: OppenheimerFunds, Inc.	Seeks a high level of current income principally derived from interest on debt securities. Invests mainly in debt securities of issuers in three market sectors: foreign governments and companies; U.S. Government securities; and lower-grade high-yield securities of U.S. and foreign companies.

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February 2005

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)/Summary of Principal Investment Strategies
ING Partners, Inc. -- ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: T. Rowe Price Associates Inc.	Seeks long-term capital appreciation. Will normally invest at least 80% of its total assets in the equity securities of companies having a market capitalization within the range of companies in the Russell MidCap Growth Index or the S&P Mid Cap 400 Index. Focuses on midsize companies whose earnings are expected to grow at a rate faster than the average company.
ING Partners, Inc. -- ING Van Kampen Equity and Income Portfolio (Initial Class)	ING Life Insurance and Annuity Company Subadviser: Morgan Stanley Investment Management, Inc.	Seeks total return, consisting of long-term capital appreciation and current income. Under normal circumstances, invests at least 80% of net assets (plus any borrowings for investment purposes) in equity and income securities at the time of investment. Invests primarily in income-producing equity instruments (including common stocks, preferred stocks and convertible securities) and investment grade quality debt securities. Under normal market conditions, invests at least 65% of total assets in income-producing equity securities.

Appendix III - Condensed Financial Information in the Contract Prospectus is amended by updating the tables to add (1) the accumulation unit value (AUV) at the beginning of the period, (2) the AUV at the end of the period and (3) the total number of accumulation units outstanding at the end of the period for each subaccount of Variable Annuity Account B available under the contracts for the period ended September 30, 2004. For those subaccounts that commenced operations during the period ended September 30, 2004 the "Value at beginning of period" shown is the value at first date of investment. For those subaccounts that ended operations during the period ended September 30, 2004 the "Value at end of period" shown is the value at the last date of investment. The update to Appendix III - Condensed Financial Information is attached at the end of this supplement as Exhibit I.

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February 2005

Exhibit I CONDENSED FINANCIAL INFORMATION

TABLE I FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF: (Selected data for accumulation units outstanding as of September 30, 2004)

	0.95%	1.25%
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
Value at beginning of period	$12.24	$21.98
Value at end of period	$12.85	$23.03
Number of accumulation units outstanding at end of period	33,411	535,706
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$12.13	$19.39
Value at end of period	$12.29	$19.60
Number of accumulation units outstanding at end of period	12,434	532,072
FIDELITY^® VIP GROWTH PORTFOLIO
Value at beginning of period	$12.19	$16.83
Value at end of period	$11.54	$15.89
Number of accumulation units outstanding at end of period	6,338	409,688
FIDELITY^® VIP OVERSEAS PORTFOLIO
Value at beginning of period	$12.04	$13.46
Value at end of period	$11.89	$13.26
Number of accumulation units outstanding at end of period	4,201	116,084
ING JPMORGAN FLEMING INTERNATIONAL PORTFOLIO
Value at beginning of period	$11.27	$19.52
Value at end of period	$11.68	$20.19
Number of accumulation units outstanding at end of period	610	206,515
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
Value at beginning of period	$11.86	$23.69
Value at end of period	$11.89	$23.71
Number of accumulation units outstanding at end of period	287	184,183
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period	$12.55	$13.15
Value at end of period	$12.60	$13.18
Number of accumulation units outstanding at end of period	5,957	344,502
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period	$12.68	$18.80
Value at end of period	$12.48	$18.45
Number of accumulation units outstanding at end of period	4,245	215,031
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period		$12.79
Value at end of period		$13.14
Number of accumulation units outstanding at end of period		271,263
ING VP BALANCED PORTFOLIO, INC.
Value at beginning of period	$11.54	$23.77
Value at end of period	$11.77	$24.19
Number of accumulation units outstanding at end of period	12	1,348,677
ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO
Value at beginning of period	$12.23	$3.70
Value at end of period	$10.48	$3.16
Number of accumulation units outstanding at end of period	223	270,362
ING VP GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$11.38	$18.87
Value at end of period	$11.15	$18.44
Number of accumulation units outstanding at end of period	50,480	3,409,704
ING VP INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$10.94	$18.27
Value at end of period	$11.26	$18.76
Number of accumulation units outstanding at end of period	6,321	1,063,173
ING VP MONEY MARKET PORTFOLIO
Value at beginning of period	$10.02	$13.91
Value at end of period	$10.01	$13.86
Number of accumulation units outstanding at end of period	2,018	588,297

I - 1

Condensed Financial Information (Continued)



	0.95%	1.25%
ING VP STRATEGIC ALLOCATION BALANCED PORTFOLIO
Value at beginning of period		$15.78
Value at end of period		$16.04
Number of accumulation units outstanding at end of period		66,701
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO
Value at beginning of period		$16.05
Value at end of period		$16.25
Number of accumulation units outstanding at end of period		72,454
ING VP STRATEGIC ALLOCATION INCOME PORTFOLIO
Value at beginning of period		$15.74
Value at end of period		$16.04
Number of accumulation units outstanding at end of period		49,629
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period	$11.18	$23.53
Value at end of period	$11.33	$23.79
Number of accumulation units outstanding at end of period	14,643	339,542
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period	$11.13	$19.92
Value at end of period	$11.38	$20.32
Number of accumulation units outstanding at end of period	1,429	82,781
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period	$12.04	$17.39
Value at end of period	$11.36	$16.36
Number of accumulation units outstanding at end of period	4,003	264,317
JANUS ASPEN MID CAP GROWTH PORTFOLIO
Value at beginning of period	$12.78	$17.39
Value at end of period	$13.30	$18.06
Number of accumulation units outstanding at end of period	5,771	466,128
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period	$11.12	$19.90
Value at end of period	$10.46	$18.68
Number of accumulation units outstanding at end of period	9,222	368,801


CONDENSED FINANCIAL INFORMATION

TABLE II FOR CONTRACTS CONTAINING LIMITS ON FEES (Selected data for accumulation units outstanding as of September 30, 2004)


FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
Value at beginning of period	$21.98
Value at end of period	$23.03
Number of accumulation units outstanding at end of period	15,508
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$19.39
Value at end of period	$19.60
Number of accumulation units outstanding at end of period	33,181
FIDELITY^® VIP GROWTH PORTFOLIO
Value at beginning of period	$16.83
Value at end of period	$15.89
Number of accumulation units outstanding at end of period	13,512
FIDELITY^® VIP OVERSEAS PORTFOLIO
Value at beginning of period	$13.46
Value at end of period	$13.26
Number of accumulation units outstanding at end of period	2,467
ING JPMORGAN FLEMING INTERNATIONAL PORTFOLIO
Value at beginning of period	$19.52
Value at end of period	$20.19
Number of accumulation units outstanding at end of period	2,166

I - 2

Condensed Financial Information (Continued)


ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
Value at beginning of period	$23.69
Value at end of period	$23.71
Number of accumulation units outstanding at end of period	5,194
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period	$13.15
Value at end of period	$13.18
Number of accumulation units outstanding at end of period	16,285
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period	$18.80
Value at end of period	$18.45
Number of accumulation units outstanding at end of period	11,287
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$12.79
Value at end of period	$13.14
Number of accumulation units outstanding at end of period	139,934
ING VP BALANCED PORTFOLIO, INC.
Value at beginning of period	$24.16
Value at end of period	$24.63
Number of accumulation units outstanding at end of period	219,266
ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO
Value at beginning of period	$3.73
Value at end of period	$3.20
Number of accumulation units outstanding at end of period	14,399
ING VP GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$19.19
Value at end of period	$18.78
Number of accumulation units outstanding at end of period	1,454,480
ING VP INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$18.45
Value at end of period	$18.96
Number of accumulation units outstanding at end of period	236,873
ING VP MONEY MARKET PORTFOLIO
Value at beginning of period	$13.91
Value at end of period	$13.86
Number of accumulation units outstanding at end of period	241,669
ING VP STRATEGIC ALLOCATION BALANCED PORTFOLIO
Value at beginning of period	$16.14
Value at end of period	$16.45
Number of accumulation units outstanding at end of period	4,239
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO
Value at beginning of period	$16.42
Value at end of period	$16.67
Number of accumulation units outstanding at end of period	11,860
ING VP STRATEGIC ALLOCATION INCOME PORTFOLIO
Value at beginning of period	$16.10
Value at end of period	$16.45
Number of accumulation units outstanding at end of period	23,806
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period	$23.53
Value at end of period	$23.79
Number of accumulation units outstanding at end of period	11,457
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period	$19.92
Value at end of period	$20.32
Number of accumulation units outstanding at end of period	6,564
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period	$17.39
Value at end of period	$16.36
Number of accumulation units outstanding at end of period	17,350
JANUS ASPEN MID CAP GROWTH PORTFOLIO
Value at beginning of period	$17.39
Value at end of period	$18.06
Number of accumulation units outstanding at end of period	17,623
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period	$19.90
Value at end of period	$18.68
Number of accumulation units outstanding at end of period	18,705

I - 3

ING Life Insurance and Annuity Company Variable Annuity Account B Individual Nonqualified Variable Annuity Supplement dated February 21, 2005 to the Statement of Additional Information dated May 1, 2004, as supplemented on August 4, 2004 and August 18, 2004
The information in this Supplement updates and amends certain information contained in the Statement of Additional Information (SAI). You should read this Supplement along with the current SAI.

1.	In connection with the substitution of funds described in the August 18, 2004 supplement to the Statement of Additional Information, the following new investment options will be available under your contract as of the effective date of the substitution. You will receive a separate supplement detailing the substitution.
	ING American Century Select Portfolio (Initial Class) ING Oppenheimer Global Portfolio (Initial Class) ING Oppenheimer Strategic Income Portfolio (Initial Class) ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class) ING Van Kampen Equity and Income Portfolio (Initial Class)
2.	The following unaudited financial statement information for the period ended September 30, 2004 is added to the Financial Statements of the Separate Account and to the Financial Statements of ING Life Insurance and Annuity Company and Subsidiaries.

X.SAI75998-04

February 2005

Financial Statements (Unaudited)

ING Life Insurance and Annuity Company

Variable Annuity Account B
Nine months ended September 30, 2004

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ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Financial Statements

Nine months ended September 30, 2004

(Unaudited)

Contents

Statements of Assets and Liabilities	1
Statements of Operations	25
Statements of Changes in Net Assets	50
Notes to Financial Statements	81

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ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)


		AIM V.I.		AIM V.I.		AIM V.I.
		Capital	AIM V.I.	Government	AIM V.I.	Premier
		Appreciation	Core Equity	Securities	Growth	Equity
Assets
Investments in mutual funds
	at fair value	$ 14,790	$ 31,071	$ 14,217	$ 16,273	$ 35,622
Total assets		14,790	31,071	14,217	16,273	35,622
Net assets		$ 14,790	$ 31,071	$ 14,217	$ 16,273	$ 35,622

Net assets
Accumulation units		$ 13,916	$ 26,550	$ 14,217	$ 15,185	$ 33,532
Contracts in payout (annuitization)
	period	874	4,521	-	1,088	2,090
Total net assets		$ 14,790	$ 31,071	$ 14,217	$ 16,273	$ 35,622

Total number of shares		717,256	1,463,552	1,140,135	1,121,511	1,806,409

Cost of shares		$ 14,699	$ 29,408	$ 14,147	$ 16,807	$ 38,803

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

			Alger	Alger	Alliance	Alliance
		Alger	American	American	Bernstein	Bernstein
		American	Income &	Leveraged	VPSF Growth	VPSF Premier
		Balanced	Growth	AllCap	and Income	Growth
Assets
Investments in mutual funds
	at fair value	$ 1,886	$ 5,022	$ 4,874	$ 42,280	$ 6,939
Total assets		1,886	5,022	4,874	42,280	6,939
Net assets		$ 1,886	$ 5,022	$ 4,874	$ 42,280	$ 6,939

Net assets
Accumulation units		$ 1,886	$ 5,022	$ 4,874	$ 42,280	$ 6,939
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 1,886	$ 5,022	$ 4,874	$ 42,280	$ 6,939

Total number of shares		148,485	548,873	181,463	1,920,942	326,693

Cost of shares		$ 1,883	$ 5,457	$ 5,375	$ 41,065	$ 7,012

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

		Alliance
		Bernstein	American	American	Calvert	Federated
		VPSF	Century® VP	Century® VP	Social	American
		Quasar	Balanced	International	Balanced	Leaders
Assets
Investments in mutual funds
	at fair value	$ 4,098	$ 1,228	$ 1,192	$ 2,113	$ 42,329
Total assets		4,098	1,228	1,192	2,113	42,329
Net assets		$ 4,098	$ 1,228	$ 1,192	$ 2,113	$ 42,329

Net assets
Accumulation units		$ 4,098	$ 1,228	$ 1,192	$ 2,113	$ 42,271
Contracts in payout (annuitization)
	period	-	-	-	-	58
Total net assets		$ 4,098	$ 1,228	$ 1,192	$ 2,113	$ 42,329

Total number of shares		400,955	179,513	184,883	1,175,107	2,230,212

Cost of shares		$ 3,950	$ 1,141	$ 1,193	$ 1,986	$ 43,433

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

				Federated
		Federated	Federated	Fund for US	Federated	Federated
		Capital	Equity	Government	High Income	International
		Income	Income	Securities	Bond	Equity
Assets
Investments in mutual funds
	at fair value	$ 5,239	$ 8,938	$ 6,963	$ 12,167	$ 5,561
Total assets		5,239	8,938	6,963	12,167	5,561
Net assets		$ 5,239	$ 8,938	$ 6,963	$ 12,167	$ 5,561

Net assets
Accumulation units		$ 5,226	$ 8,860	$ 6,961	$ 12,151	$ 5,529
Contracts in payout (annuitization)
	period	13	78	2	16	32
Total net assets		$ 5,239	$ 8,938	$ 6,963	$ 12,167	$ 5,561

Total number of shares		628,945	729,030	605,492	1,540,139	474,906

Cost of shares		$ 6,524	$ 10,047	$ 6,916	$ 11,208	$ 9,684

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

		Federated
		Mid Cap	Federated	Fidelity®		Fidelity®
		Growth	Prime	VIP Asset	Fidelity® VIP	VIP Equity-
		Strategies	Money	Manager^SM	Contrafund®	Income
Assets
Investments in mutual funds
	at fair value	$ 10,022	$ 3,781	$ 11,270	$ 212,105	$ 199,377
Total assets		10,022	3,781	11,270	212,105	199,377
Net assets		$ 10,022	$ 3,781	$ 11,270	$ 212,105	$ 199,377

Net assets
Accumulation units		$ 10,022	$ 3,781	$ 11,270	$ 212,105	$ 199,377
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 10,022	$ 3,781	$ 11,270	$ 212,105	$ 199,377

Total number of shares		533,659	3,781,139	801,560	8,699,963	8,586,438

Cost of shares		$ 14,677	$ 3,781	$ 10,923	$ 180,963	$ 182,745

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)


					Fidelity® VIP
		Fidelity®	Fidelity® VIP	Fidelity® VIP	Investment	Fidelity® VIP
		VIP Growth	High Income	Index 500	Grade Bond	Overseas
Assets
Investments in mutual funds
	at fair value	$ 111,785	$ 48,799	$ 67,009	$ 2,087	$ 13,488
Total assets		111,785	48,799	67,009	2,087	13,488
Net assets		$ 111,785	$ 48,799	$ 67,009	$ 2,087	$ 13,488

Net assets
Accumulation units		$ 111,785	$ 46,071	$ 67,009	$ 2,087	$ 13,488
Contracts in payout (annuitization)
	period	-	2,728	-	-	-
Total net assets		$ 111,785	$ 48,799	$ 67,009	$ 2,087	$ 13,488

Total number of shares		3,788,032	7,294,332	530,972	159,305	879,818

Cost of shares		$ 119,120	$ 45,464	$ 64,611	$ 2,021	$ 13,370

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

		Franklin
		Small	ING GET	ING GET	ING GET	ING GET
		Cap Value	Fund -	Fund -	Fund -	Fund -
		Securities	Series G	Series H	Series I	Series J
Assets
Investments in mutual funds
	at fair value	$ 2,180	$ 116,444	$ 87,836	$ 62,831	$ 49,515
Total assets		2,180	116,444	87,836	62,831	49,515
Net assets		$ 2,180	$ 116,444	$ 87,836	$ 62,831	$ 49,515

Net assets
Accumulation units		$ 2,180	$ 116,444	$ 87,836	$ 62,831	$ 49,515
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 2,180	$ 116,444	$ 87,836	$ 62,831	$ 49,515

Total number of shares		155,959	12,374,529	9,140,026	6,490,815	5,168,565

Cost of shares		$ 1,998	$ 123,122	$ 91,757	$ 64,849	$ 51,077

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)


		ING GET	ING GET	ING GET	ING GET	ING GET
		Fund -	Fund -	Fund -	Fund -	Fund -
		Series K	Series L	Series M	Series N	Series P
Assets
Investments in mutual funds
	at fair value	$ 60,396	$ 53,972	$ 80,103	$ 65,636	$ 49,857
Total assets		60,396	53,972	80,103	65,636	49,857
Net assets		$ 60,396	$ 53,972	$ 80,103	$ 65,636	$ 49,857

Net assets
Accumulation units		$ 60,396	$ 53,972	$ 80,103	$ 65,636	$ 49,857
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 60,396	$ 53,972	$ 80,103	$ 65,636	$ 49,857

Total number of shares		6,125,328	5,546,917	8,198,865	6,570,128	4,990,673

Cost of shares		$ 61,339	$ 54,667	$ 80,550	$ 66,941	$ 49,847

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)


		ING GET	ING GET	ING GET	ING GET	ING GET
		Fund -	Fund -	Fund -	Fund -	Fund -
		Series Q	Series R	Series S	Series T	Series U
Assets
Investments in mutual funds
	at fair value	$ 39,564	$ 34,127	$ 37,614	$ 28,942	$ 27,318
Total assets		39,564	34,127	37,614	28,942	27,318
Net assets		$ 39,564	$ 34,127	$ 37,614	$ 28,942	$ 27,318

Net assets
Accumulation units		$ 39,564	$ 34,127	$ 37,614	$ 28,942	$ 27,318
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 39,564	$ 34,127	$ 37,614	$ 28,942	$ 27,318

Total number of shares		3,867,475	3,268,849	3,662,502	2,815,329	2,691,471

Cost of shares		$ 38,672	$ 32,794	$ 36,760	$ 28,251	$ 26,972

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)


		ING GET		ING VP	ING VP	ING VP
		Fund -	ING VP	Emerging	Intermediate	Money
		Series V	Balanced	Markets	Bond	Market
Assets
Investments in mutual funds
	at fair value	$ 57,886	$ 178,890	$ 714	$ 141,936	$ 196,622
Total assets		57,886	178,890	714	141,936	196,622
Net assets		$ 57,886	$ 178,890	$ 714	$ 141,936	$ 196,622

Net assets
Accumulation units		$ 57,886	$ 135,164	$ 714	$ 129,342	$ 191,140
Contracts in payout (annuitization)
	period	-	43,726	-	12,594	5,482
Total net assets		$ 57,886	$ 178,890	$ 714	$ 141,936	$ 196,622

Total number of shares		5,870,743	14,220,215	104,105	10,375,442	15,261,873

Cost of shares		$ 58,772	$ 174,405	$ 598	$ 139,220	$ 196,672

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)


		ING VP	ING Julius		ING T. Rowe	ING Aeltus
		Natural	Baer	ING MFS	Price Equity	Enhanced
		Resources	Foreign	Total Return	Income	Index
Assets
Investments in mutual funds
	at fair value	$ 1,642	$ 12	$ 1,132	$ 1,604	$ 74
Total assets		1,642	12	1,132	1,604	74
Net assets		$ 1,642	$ 12	$ 1,132	$ 1,604	$ 74

Net assets
Accumulation units		$ 1,642	$ 12	$ 1,132	$ 1,604	$ 74
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 1,642	$ 12	$ 1,132	$ 1,604	$ 74

Total number of shares		96,190	1,126	63,251	125,777	9,236

Cost of shares		$ 1,310	$ 11	$ 1,108	$ 1,478	$ 75

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

				ING American	ING	ING Goldman
		ING Alger		Century	Baron	Sachs®
		Aggressive	ING Alger	SmallCap	Small Cap	Capital
		Growth	Growth	Value	Growth	Growth
Assets
Investments in mutual funds
	at fair value	$ 797	$ 401	$ 840	$ 1,957	$ 283
Total assets		797	401	840	1,957	283
Net assets		$ 797	$ 401	$ 840	$ 1,957	$ 283

Net assets
Accumulation units		$ 797	$ 401	$ 840	$ 1,957	$ 283
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 797	$ 401	$ 840	$ 1,957	$ 283

Total number of shares		111,996	47,596	72,890	152,407	27,560

Cost of shares		$ 833	$ 399	$ 770	$ 1,807	$ 277

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

			ING		ING	ING
		ING	JPMorgan	ING MFS	MFS	OpCap
		JPMorgan	MidCap	Capital	Global	Balanced
		International	Value	Opportunities	Growth	Value
Assets
Investments in mutual funds
	at fair value	$ 41,359	$ 1,755	$ 35,339	$ 6	$ 1,962
Total assets		41,359	1,755	35,339	6	1,962
Net assets		$ 41,359	$ 1,755	$ 35,339	$ 6	$ 1,962

Net assets
Accumulation units		$ 39,596	$ 1,755	$ 32,784	$ 6	$ 1,962
Contracts in payout (annuitization)
	period	1,763	-	2,555	-	-
Total net assets		$ 41,359	$ 1,755	$ 35,339	$ 6	$ 1,962

Total number of shares		3,829,553	134,881	1,451,881	540	154,257

Cost of shares		$ 38,782	$ 1,626	$ 31,764	$ 6	$ 1,878

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

			ING Salomon	ING Salomon	ING Salomon
			Brothers	Brothers	Brothers	ING T. Rowe
		ING PIMCO	Aggressive	Fundamental	Investors	Price Growth
		Total Return	Growth	Value	Value	Equity
Assets
Investments in mutual funds
	at fair value	$ 3,260	$ 53,003	$ 1,469	$ 364	$ 69,123
Total assets		3,260	53,003	1,469	364	69,123
Net assets		$ 3,260	$ 53,003	$ 1,469	$ 364	$ 69,123

Net assets
Accumulation units		$ 3,260	$ 51,634	$ 1,469	$ 364	$ 63,366
Contracts in payout (annuitization)
	period	-	1,369	-	-	5,757
Total net assets		$ 3,260	$ 53,003	$ 1,469	$ 364	$ 69,123

Total number of shares		301,039	1,438,727	88,745	27,926	1,540,519

Cost of shares		$ 3,252	$ 49,595	$ 1,461	$ 374	$ 66,256

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

					ING VP	ING VP
			ING UBS U.S.	ING Van	Strategic	Strategic
		ING UBS U.S.	Large Cap	Kampen	Allocation	Allocation
		Allocation	Equity	Comstock	Balanced	Growth
Assets
Investments in mutual funds
	at fair value	$ 108	$ 40,668	$ 1,808	$ 19,787	$ 14,371
Total assets		108	40,668	1,808	19,787	14,371
Net assets		$ 108	$ 40,668	$ 1,808	$ 19,787	$ 14,371

Net assets
Accumulation units		$ 108	$ 40,668	$ 1,808	$ 17,096	$ 12,434
Contracts in payout (annuitization)
	period	-	-	-	2,691	1,937
Total net assets		$ 108	$ 40,668	$ 1,808	$ 19,787	$ 14,371

Total number of shares		3,480	5,247,513	160,593	1,527,923	1,066,872

Cost of shares		$ 105	$ 41,683	$ 1,671	$ 19,182	$ 13,646

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

		ING VP
		Strategic	ING VP	ING GET	ING GET	ING GET
		Allocation	Growth and	U.S. Core -	U.S. Core -	U.S. Core -
		Income	Income	Series 1	Series 2	Series 3
Assets
Investments in mutual funds
	at fair value	$ 18,077	$ 403,438	$ 23,378	$ 21,919	$ 56,651
Total assets		18,077	403,438	23,378	21,919	56,651
Net assets		$ 18,077	$ 403,438	$ 23,378	$ 21,919	$ 56,651

Net assets
Accumulation units		$ 14,601	$ 312,009	$ 23,378	$ 21,919	$ 56,651
Contracts in payout (annuitization)
	period	3,476	91,429	-	-	-
Total net assets		$ 18,077	$ 403,438	$ 23,378	$ 21,919	$ 56,651

Total number of shares		1,455,505	22,576,276	2,258,789	2,151,014	5,733,951

Cost of shares		$ 17,593	$ 483,967	$ 22,607	$ 21,521	$ 57,351

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

					ING VP
		ING GET	ING GET	ING GET	Global
		U.S. Core -	U.S. Core -	U.S. Core -	Science and	ING VP
		Series 4	Series 5	Series 6	Technology	Growth
Assets
Investments in mutual funds
	at fair value	$ 8,299	$ 5,031	$ 99,774	$ 9,355	$ 26,926
Total assets		8,299	5,031	99,774	9,355	26,926
Net assets		$ 8,299	$ 5,031	$ 99,774	$ 9,355	$ 26,926

Net assets
Accumulation units		$ 8,299	$ 5,031	$ 99,774	$ 9,355	$ 24,126
Contracts in payout (annuitization)
	period	-	-	-	-	2,800
Total net assets		$ 8,299	$ 5,031	$ 99,774	$ 9,355	$ 26,926

Total number of shares		815,267	503,144	9,972,984	2,801,041	3,127,236

Cost of shares		$ 8,159	$ 5,038	$ 99,730	$ 10,686	$ 27,480

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)


		ING VP	ING VP	ING VP	ING VP	ING VP
		Index Plus	Index Plus	Index Plus	International	Small
		LargeCap	MidCap	SmallCap	Equity	Company
Assets
Investments in mutual funds
	at fair value	$ 175,959	$ 15,843	$ 7,540	$ 10,839	$ 77,908
Total assets		175,959	15,843	7,540	10,839	77,908
Net assets		$ 175,959	$ 15,843	$ 7,540	$ 10,839	$ 77,908

Net assets
Accumulation units		$ 134,134	$ 15,843	$ 7,540	$ 9,256	$ 70,893
Contracts in payout (annuitization)
	period	41,825	-	-	1,583	7,015
Total net assets		$ 175,959	$ 15,843	$ 7,540	$ 10,839	$ 77,908

Total number of shares		12,966,754	974,933	520,355	1,414,996	4,434,138

Cost of shares		$ 167,529	$ 12,871	$ 6,311	$ 10,296	$ 67,786

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

						ING VP
		ING VP	ING VP	ING VP	ING VP	MidCap
		Value	International	MagnaCap	MagnaCap	Opportunities
		Opportunity	Value	- Class I	- Class S	- Class I
Assets
Investments in mutual funds
	at fair value	$ 15,815	$ 2,211	$ 114	$ 1,377	$ 540
Total assets		15,815	2,211	114	1,377	540
Net assets		$ 15,815	$ 2,211	$ 114	$ 1,377	$ 540

Net assets
Accumulation units		$ 15,815	$ 2,211	$ 114	$ 1,377	$ 540
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 15,815	$ 2,211	$ 114	$ 1,377	$ 540

Total number of shares		1,289,992	195,280	12,852	154,365	89,613

Cost of shares		$ 16,212	$ 1,975	$ 107	$ 1,260	$ 544

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

		ING VP		ING VP	ING VP
		MidCap		SmallCap	SmallCap
		Opportunities	ING VP	Opportunities	Opportunities	Janus Aspen
		- Class S	Real Estate	- Class I	- Class S	Balanced
Assets
Investments in mutual funds
	at fair value	$ 9,185	$ 397	$ 156	$ 4,410	$ 157,654
Total assets		9,185	397	156	4,410	157,654
Net assets		$ 9,185	$ 397	$ 156	$ 4,410	$ 157,654

Net assets
Accumulation units		$ 9,185	$ 397	$ 156	$ 4,410	$ 157,654
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 9,185	$ 397	$ 156	$ 4,410	$ 157,654

Total number of shares		1,535,997	33,411	11,150	316,799	6,774,982

Cost of shares		$ 8,804	$ 396	$ 156	$ 4,403	$ 153,585

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)


		Janus Aspen		Janus Aspen	Janus Aspen	Lord Abbett
		Flexible	Janus Aspen	Mid Cap	Worldwide	Growth and
		Income	Growth	Growth	Growth	Income
Assets
Investments in mutual funds
	at fair value	$ 16,819	$ 83,081	$ 81,341	$ 149,178	$ 5,454
Total assets		16,819	83,081	81,341	149,178	5,454
Net assets		$ 16,819	$ 83,081	$ 81,341	$ 149,178	$ 5,454

Net assets
Accumulation units		$ 16,819	$ 77,733	$ 81,341	$ 143,666	$ 5,454
Contracts in payout (annuitization)
	period	-	5,348	-	5,512	-
Total net assets		$ 16,819	$ 83,081	$ 81,341	$ 149,178	$ 5,454

Total number of shares		1,353,069	4,549,907	3,626,422	6,126,422	219,050

Cost of shares		$ 16,731	$ 87,222	$ 64,160	$ 158,361	$ 5,372

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)


		Lord Abbett	MFS®	MFS®	Oppenheimer	Oppenheimer
		MidCap	Strategic	Total	Aggressive	Global
		Value	Income	Return	Growth	Securities
Assets
Investments in mutual funds
	at fair value	$ 2,656	$ 2,397	$ 124,783	$ 29,131	$ 37,650
Total assets		2,656	2,397	124,783	29,131	37,650
Net assets		$ 2,656	$ 2,397	$ 124,783	$ 29,131	$ 37,650

Net assets
Accumulation units		$ 2,656	$ 2,397	$ 124,783	$ 27,711	$ 37,650
Contracts in payout (annuitization)
	period	-	-	-	1,420	-
Total net assets		$ 2,656	$ 2,397	$ 124,783	$ 29,131	$ 37,650

Total number of shares		142,040	220,267	6,232,910	745,238	1,483,451

Cost of shares		$ 2,386	$ 2,321	$ 118,556	$ 26,819	$ 34,083

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

					Pioneer
		Oppenheimer	Oppenheimer		Equity	Pioneer
		Main	Strategic	PIMCO VIT	Income	Fund
		Street®	Bond	Real Return	VCT	VCT
Assets
Investments in mutual funds
	at fair value	$ 64,314	$ 49,211	$ 113	$ 743	$ 10
Total assets		64,314	49,211	113	743	10
Net assets		$ 64,314	$ 49,211	$ 113	$ 743	$ 10

Net assets
Accumulation units		$ 57,550	$ 47,129	$ 113	$ 743	$ 10
Contracts in payout (annuitization)
	period	6,764	2,082	-	-	-
Total net assets		$ 64,314	$ 49,211	$ 113	$ 743	$ 10

Total number of shares		3,358,420	9,901,556	8,680	38,959	550

Cost of shares		$ 62,223	$ 45,838	$ 112	$ 700	$ 10

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Assets and Liabilities

Nine months ended September 30, 2004

(Unaudited)

				SP
		Pioneer Mid		William Blair		Wanger U.S.
		Cap Value	Prudential	International	UBS U.S.	Smaller
		VCT	Jennison	Growth	Allocation	Companies
Assets
Investments in mutual funds
	at fair value	$ 2,097	$ 1,096	$ 4,692	$ 10,493	$ 75
Total assets		2,097	1,096	4,692	10,493	75
Net assets		$ 2,097	$ 1,096	$ 4,692	$ 10,493	$ 75

Net assets
Accumulation units		$ 2,097	$ 1,096	$ 4,692	$ 10,493	$ 75
Contracts in payout (annuitization)
	period	-	-	-	-	-
Total net assets		$ 2,097	$ 1,096	$ 4,692	$ 10,493	$ 75

Total number of shares		94,449	67,531	788,514	840,123	2,723

Cost of shares		$ 1,992	$ 1,057	$ 4,542	$ 10,227	$ 72

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			AIM V.I.		AIM V.I.		AIM V.I.
			Capital	AIM V.I.	Government	AIM V.I.	Premier
			Appreciation	Core Equity	Securities	Growth	Equity
Net investment income (loss)
Income:
	Dividends		$ -	$ -	$ -	$ -	$ -
Total investment income			-	-	-	-	-
Expenses:
	Mortality and expense risk and
		other charges	157	318	131	168	373
Total expenses			157	318	131	168	373
Net investment income (loss)			(157)	(318)	(131)	(168)	(373)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(44)	305	(53)	(107)	(596)
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(44)	305	(53)	(107)	(596)
Net unrealized appreciation
	(depreciation) of investments		(470)	145	311	(283)	(396)
Net increase (decrease) in net assets
	resulting from operations		$ (671)	$ 132	$ 127	$ (558)	$ (1,365)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

				Alger	Alger	Alliance	Alliance
			Alger	American	American	Bernstein	Bernstein
			American	Income &	Leveraged	VPSF Growth	VPSF Premier
			Balanced	Growth	AllCap	and Income	Growth
Net investment income (loss)
Income:
	Dividends		$ 32	$ 32	$ -	$ 366	$ -
Total investment income			32	32	-	366	-
Expenses:
	Mortality and expense risk and
		other charges	23	63	61	378	71
Total expenses			23	63	61	378	71
Net investment income (loss)			9	(31)	(61)	(12)	(71)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	(108)	(80)	(49)	(99)
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		-	(108)	(80)	(49)	(99)
Net unrealized appreciation
	(depreciation) of investments		(80)	(18)	(148)	282	(13)
Net increase (decrease) in net assets
	resulting from operations		$ (71)	$ (157)	$ (289)	$ 221	$ (183)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			Alliance
			Bernstein	American	American	Calvert	Federated
			VPSF	Century® VP	Century® VP	Social	American
			Quasar	Balanced	International	Balanced	Leaders
Net investment income (loss)
Income:
	Dividends		$ -	$ 23	$ 7	$ -	$ 685
Total investment income			-	23	7	-	685
Expenses:
	Mortality and expense risk and
		other charges	43	14	14	21	498
Total expenses			43	14	14	21	498
Net investment income (loss)			(43)	9	(7)	(21)	187

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			390	16	-	10	(792)
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		390	16	-	10	(792)
Net unrealized appreciation
	(depreciation) of investments		(453)	2	5	37	554
Net increase (decrease) in net assets
	resulting from operations		$ (106)	$ 27	$ (2)	$ 26	$ (51)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

					Federated
			Federated	Federated	Fund for US	Federated	Federated
			Capital	Equity	Government	High Income	International
			Income	Income	Securities	Bond	Equity
Net investment income (loss)
Income:
	Dividends		$ 267	$ 206	$ 409	$ 1,080	$ -
Total investment income			267	206	409	1,080	-
Expenses:
	Mortality and expense risk and
		other charges	61	108	91	147	65
Total expenses			61	108	91	147	65
Net investment income (loss)			206	98	318	933	(65)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(1,007)	(222)	86	(648)	(372)
Capital gains distributions			-	-	48	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(1,007)	(222)	134	(648)	(372)
Net unrealized appreciation
	(depreciation) of investments		920	326	(321)	408	431
Net increase (decrease) in net assets
	resulting from operations		$ 119	$ 202	$ 131	$ 693	$ (6)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			Federated
			Mid Cap	Federated	Fidelity®		Fidelity®
			Growth	Prime	VIP Asset	Fidelity® VIP	VIP Equity-
			Strategies	Money	Manager^SM	Contrafund®	Income
Net investment income (loss)
Income:
	Dividends		$ -	$ 20	$ 321	$ 662	$ 3,069
Total investment income			-	20	321	662	3,069
Expenses:
	Mortality and expense risk and
		other charges	117	45	123	1,859	1,890
Total expenses			117	45	123	1,859	1,890
Net investment income (loss)			(117)	(25)	198	(1,197)	1,179

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(251)	-	42	1,139	386
Capital gains distributions			-	-	-	-	733
Total realized gain (loss) on investments
	and capital gains distributions		(251)	-	42	1,139	1,119
Net unrealized appreciation
	(depreciation) of investments		581	-	(381)	9,273	(359)
Net increase (decrease) in net assets
	resulting from operations		$ 213	$ (25)	$ (141)	$ 9,215	$ 1,939

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


						Fidelity® VIP
			Fidelity®	Fidelity® VIP	Fidelity® VIP	Investment	Fidelity® VIP
			VIP Growth	High Income	Index 500	Grade Bond	Overseas
Net investment income (loss)
Income:
	Dividends		$ 330	$ 4,591	$ 966	$ 92	$ 174
Total investment income			330	4,591	966	92	174
Expenses:
	Mortality and expense risk and
		other charges	1,156	494	741	23	133
Total expenses			1,156	494	741	23	133
Net investment income (loss)			(826)	4,097	225	69	41

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(980)	2,303	(72)	8	515
Capital gains distributions			-	-	-	66	-
Total realized gain (loss) on investments
	and capital gains distributions		(980)	2,303	(72)	74	515
Net unrealized appreciation
	(depreciation) of investments		(5,361)	(4,736)	16	(97)	(918)
Net increase (decrease) in net assets
	resulting from operations		$ (7,167)	$ 1,664	$ 169	$ 46	$ (362)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			Franklin
			Small	ING GET	ING GET	ING GET	ING GET
			Cap Value	Fund -	Fund -	Fund -	Fund -
			Securities	Series D	Series E	Series G	Series H
Net investment income (loss)
Income:
	Dividends		$ 1	$ 3,232	$ 15,508	$ 5,783	$ 4,356
Total investment income			1	3,232	15,508	5,783	4,356
Expenses:
	Mortality and expense risk and
		other charges	7	104	2,542	1,625	1,216
Total expenses			7	104	2,542	1,625	1,216
Net investment income (loss)			(6)	3,128	12,966	4,158	3,140

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			49	(8,794)	(19,910)	(675)	(246)
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		49	(8,794)	(19,910)	(675)	(246)
Net unrealized appreciation
	(depreciation) of investments		55	5,596	4,843	(4,365)	(3,635)
Net increase (decrease) in net assets
	resulting from operations		$ 98	$ (70)	$ (2,101)	$ (882)	$ (741)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			ING GET	ING GET	ING GET	ING GET	ING GET
			Fund -	Fund -	Fund -	Fund -	Fund -
			Series I	Series J	Series K	Series L	Series M
Net investment income (loss)
Income:
	Dividends		$ 2,785	$ 2,341	$ 2,268	$ 2,369	$ 3,723
Total investment income			2,785	2,341	2,268	2,369	3,723
Expenses:
	Mortality and expense risk and
		other charges	879	694	939	880	1,294
Total expenses			879	694	939	880	1,294
Net investment income (loss)			1,906	1,647	1,329	1,489	2,429

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(80)	(20)	97	301	415
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(80)	(20)	97	301	415
Net unrealized appreciation
	(depreciation) of investments		(2,474)	(2,033)	(2,038)	(2,347)	(3,740)
Net increase (decrease) in net assets
	resulting from operations		$ (648)	$ (406)	$ (612)	$ (557)	$ (896)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			ING GET	ING GET	ING GET	ING GET	ING GET
			Fund -	Fund -	Fund -	Fund -	Fund -
			Series N	Series P	Series Q	Series R	Series S
Net investment income (loss)
Income:
	Dividends		$ 2,398	$ 1,925	$ 1,466	$ 1,150	$ 1,067
Total investment income			2,398	1,925	1,466	1,150	1,067
Expenses:
	Mortality and expense risk and
		other charges	1,056	804	619	532	593
Total expenses			1,056	804	619	532	593
Net investment income (loss)			1,342	1,121	847	618	474

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(6)	248	291	250	387
Capital gains distributions			-	-	-	-	615
Total realized gain (loss) on investments
	and capital gains distributions		(6)	248	291	250	1,002
Net unrealized appreciation
	(depreciation) of investments		(1,883)	(1,793)	(1,516)	(1,125)	(1,740)
Net increase (decrease) in net assets
	resulting from operations		$ (547)	$ (424)	$ (378)	$ (257)	$ (264)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			ING GET	ING GET	ING GET		ING VP
			Fund -	Fund -	Fund -	ING VP	Emerging
			Series T	Series U	Series V	Balanced	Markets
Net investment income (loss)
Income:
	Dividends		$ 844	$ 547	$ 649	$ 3,621	$ -
Total investment income			844	547	649	3,621	-
Expenses:
	Mortality and expense risk and
		other charges	455	424	964	1,601	8
Total expenses			455	424	964	1,601	8
Net investment income (loss)			389	123	(315)	2,020	(8)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			204	192	(71)	(2,869)	17
Capital gains distributions			498	1,191	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		702	1,383	(71)	(2,869)	17
Net unrealized appreciation
	(depreciation) of investments		(1,330)	(1,708)	200	3,848	13
Net increase (decrease) in net assets
	resulting from operations		$ (239)	$ (202)	$ (186)	$ 2,999	$ 22

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			ING VP	ING VP	ING VP	ING Julius
			Intermediate	Money	Natural	Baer	ING MFS
			Bond	Market	Resources	Foreign	Total Return
Net investment income (loss)
Income:
	Dividends		$ 6,139	$ 2,075	$ 17	$ -	$ -
Total investment income			6,139	2,075	17	-	-
Expenses:
	Mortality and expense risk and
		other charges	1,250	1,609	15	-	6
Total expenses			1,250	1,609	15	-	6
Net investment income (loss)			4,889	466	2	-	(6)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			1,424	(344)	34	-	17
Capital gains distributions			3,582	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		5,006	(344)	34	-	17
Net unrealized appreciation
	(depreciation) of investments		(6,360)	(638)	80	1	12
Net increase (decrease) in net assets
	resulting from operations		$ 3,535	$ (516)	$ 116	$ 1	$ 23

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

							ING American
			ING T. Rowe	ING Aeltus	ING Alger		Century
			Price Equity	Enhanced	Aggressive	ING Alger	SmallCap
			Income	Index	Growth	Growth	Value
Net investment income (loss)
Income:
	Dividends		$ -	$ -	$ -	$ -	$ -
Total investment income			-	-	-	-	-
Expenses:
	Mortality and expense risk and
		other charges	8	-	6	3	5
Total expenses			8	-	6	3	5
Net investment income (loss)			(8)	-	(6)	(3)	(5)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			13	-	56	4	53
Capital gains distributions			-	-	-	-	7
Total realized gain (loss) on investments
	and capital gains distributions		13	-	56	4	60
Net unrealized appreciation
	(depreciation) of investments		47	(1)	(84)	(31)	(11)
Net increase (decrease) in net assets
	resulting from operations		$ 52	$ (1)	$ (34)	$ (30)	$ 44

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			ING	ING Goldman		ING
			Baron	Sachs®	ING	JPMorgan	ING MFS
			Small Cap	Capital	JPMorgan	MidCap	Capital
			Growth	Growth	International	Value	Opportunities
Net investment income (loss)
Income:
	Dividends		$ -	$ -	$ 449	$ -	$ 164
Total investment income			-	-	449	-	164
Expenses:
	Mortality and expense risk and
		other charges	12	1	333	6	348
Total expenses			12	1	333	6	348
Net investment income (loss)			(12)	(1)	116	(6)	(184)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			136	-	1,671	20	(436)
Capital gains distributions			-	-	-	2	-
Total realized gain (loss) on investments
	and capital gains distributions		136	-	1,671	22	(436)
Net unrealized appreciation
	(depreciation) of investments		(9)	3	(668)	52	677
Net increase (decrease) in net assets
	resulting from operations		$ 115	$ 2	$ 1,119	$ 68	$ 57

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			ING	ING		ING Salomon	ING Salomon
			MFS	OpCap		Brothers	Brothers
			Global	Balanced	ING PIMCO	Aggressive	Fundamental
			Growth	Value	Total Return	Growth	Value
Net investment income (loss)
Income:
	Dividends		$ -	$ 17	$ -	$ -	$ -
Total investment income			-	17	-	-	-
Expenses:
	Mortality and expense risk and
		other charges	-	12	21	555	10
Total expenses			-	12	21	555	10
Net investment income (loss)			-	5	(21)	(555)	(10)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			1	42	8	(105)	59
Capital gains distributions			-	-	34	-	-
Total realized gain (loss) on investments
	and capital gains distributions		1	42	42	(105)	59
Net unrealized appreciation
	(depreciation) of investments		-	4	47	770	(77)
Net increase (decrease) in net assets
	resulting from operations		$ 1	$ 51	$ 68	$ 110	$ (28)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			ING Salomon
			Brothers	ING T. Rowe		ING UBS U.S.	ING Van
			Investors	Price Growth	ING UBS U.S.	Large Cap	Kampen
			Value	Equity	Allocation	Equity	Comstock
Net investment income (loss)
Income:
	Dividends		$ 3	$ 113	$ -	$ 332	$ -
Total investment income			3	113	-	332	-
Expenses:
	Mortality and expense risk and
		other charges	3	716	1	409	9
Total expenses			3	716	1	409	9
Net investment income (loss)			-	(603)	(1)	(77)	(9)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			22	273	1	(237)	36
Capital gains distributions			-	-	-	-	8
Total realized gain (loss) on investments
	and capital gains distributions		22	273	1	(237)	44
Net unrealized appreciation
	(depreciation) of investments		(28)	(1,063)	-	1,438	45
Net increase (decrease) in net assets
	resulting from operations		$ (6)	$ (1,393)	$ -	$ 1,124	$ 80

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			ING VP	ING VP	ING VP
			Strategic	Strategic	Strategic	ING VP	ING GET
			Allocation	Allocation	Allocation	Growth and	U.S. Core -
			Balanced	Growth	Income	Income	Series 1
Net investment income (loss)
Income:
	Dividends		$ 246	$ 158	$ 348	$ 3,991	$ 166
Total investment income			246	158	348	3,991	166
Expenses:
	Mortality and expense risk and
		other charges	187	137	185	3,596	351
Total expenses			187	137	185	3,596	351
Net investment income (loss)			59	21	163	395	(185)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			52	38	30	(28,174)	126
Capital gains distributions			-	-	-	-	26
Total realized gain (loss) on investments
	and capital gains distributions		52	38	30	(28,174)	152
Net unrealized appreciation
	(depreciation) of investments		146	112	143	18,536	(90)
Net increase (decrease) in net assets
	resulting from operations		$ 257	$ 171	$ 336	$ (9,243)	$ (123)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			ING GET	ING GET	ING GET	ING GET	ING GET
			U.S. Core -	U.S. Core -	U.S. Core -	U.S. Core -	U.S. Core -
			Series 2	Series 3	Series 4	Series 5	Series 6
Net investment income (loss)
Income:
	Dividends		$ 23	$ 1	$ -	$ -	$ -
Total investment income			23	1	-	-	-
Expenses:
	Mortality and expense risk and
		other charges	321	646	53	11	55
Total expenses			321	646	53	11	55
Net investment income (loss)			(298)	(645)	(53)	(11)	(55)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			58	(109)	2	-	2
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		58	(109)	2	-	2
Net unrealized appreciation
	(depreciation) of investments		216	(700)	140	(7)	44
Net increase (decrease) in net assets
	resulting from operations		$ (24)	$ (1,454)	$ 89	$ (18)	$ (9)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

			ING VP
			Global		ING VP	ING VP	ING VP
			Science and	ING VP	Index Plus	Index Plus	Index Plus
			Technology	Growth	LargeCap	MidCap	SmallCap
Net investment income (loss)
Income:
	Dividends		$ -	$ 37	$ 1,857	$ 66	$ 11
Total investment income			-	37	1,857	66	11
Expenses:
	Mortality and expense risk and
		other charges	104	258	1,687	100	44
Total expenses			104	258	1,687	100	44
Net investment income (loss)			(104)	(221)	170	(34)	(33)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			1,330	(286)	(67)	201	457
Capital gains distributions			-	-	-	-	38
Total realized gain (loss) on investments
	and capital gains distributions		1,330	(286)	(67)	201	495
Net unrealized appreciation
	(depreciation) of investments		(3,293)	(773)	380	378	54
Net increase (decrease) in net assets
	resulting from operations		$ (2,067)	$ (1,280)	$ 483	$ 545	$ 516

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

						ING VP	ING VP
			ING VP	ING VP	ING VP	Growth	Growth
			International	Small	Value	Opportunities	Opportunities
			Equity	Company	Opportunity	- Class R	- Class S
Net investment income (loss)
Income:
	Dividends		$ 128	$ 228	$ 143	$ -	$ -
Total investment income			128	228	143	-	-
Expenses:
	Mortality and expense risk and
		other charges	95	732	155	-	3
Total expenses			95	732	155	-	3
Net investment income (loss)			33	(504)	(12)	-	(3)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			457	1,110	(339)	7	117
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		457	1,110	(339)	7	117
Net unrealized appreciation
	(depreciation) of investments		(369)	(1,061)	614	(4)	(79)
Net increase (decrease) in net assets
	resulting from operations		$ 121	$ (455)	$ 263	$ 3	$ 35

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

						ING VP	ING VP
			ING VP	ING VP	ING VP	MidCap	MidCap
			International	MagnaCap	MagnaCap	Opportunities	Opportunities
			Value	- Class I	- Class S	- Class I	- Class S
Net investment income (loss)
Income:
	Dividends		$ 19	$ 1	$ 10	$ -	$ -
Total investment income			19	1	10	-	-
Expenses:
	Mortality and expense risk and
		other charges	12	1	11	4	86
Total expenses			12	1	11	4	86
Net investment income (loss)			7	-	(1)	(4)	(86)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			31	-	(5)	134	228
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		31	-	(5)	134	228
Net unrealized appreciation
	(depreciation) of investments		19	-	11	(128)	(576)
Net increase (decrease) in net assets
	resulting from operations		$ 57	$ -	$ 5	$ 2	$ (434)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

				ING VP	ING VP
				SmallCap	SmallCap		Janus Aspen
			ING VP	Opportunities	Opportunities	Janus Aspen	Flexible
			Real Estate	- Class I	- Class S	Balanced	Income
Net investment income (loss)
Income:
	Dividends		$ -	$ -	$ -	$ 1,325	$ 471
Total investment income			-	-	-	1,325	471
Expenses:
	Mortality and expense risk and
		other charges	-	2	46	1,595	183
Total expenses			-	2	46	1,595	183
Net investment income (loss)			-	(2)	(46)	(270)	288

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			-	(4)	344	314	363
Capital gains distributions			-	-	-	-	143
Total realized gain (loss) on investments
	and capital gains distributions		-	(4)	344	314	506
Net unrealized appreciation
	(depreciation) of investments		1	11	(620)	1,783	(448)
Net increase (decrease) in net assets
	resulting from operations		$ 1	$ 5	$ (322)	$ 1,827	$ 346

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


				Janus Aspen	Janus Aspen	Lord Abbett	Lord Abbett
			Janus Aspen	Mid Cap	Worldwide	Growth and	MidCap
			Growth	Growth	Growth	Income	Value
Net investment income (loss)
Income:
	Dividends		$ 23	$ -	$ 809	$ -	$ -
Total investment income			23	-	809	-	-
Expenses:
	Mortality and expense risk and
		other charges	876	772	1,618	34	11
Total expenses			876	772	1,618	34	11
Net investment income (loss)			(853)	(772)	(809)	(34)	(11)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			(670)	1,286	(3,418)	244	69
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		(670)	1,286	(3,418)	244	69
Net unrealized appreciation
	(depreciation) of investments		(4,056)	2,762	(5,925)	(263)	73
Net increase (decrease) in net assets
	resulting from operations		$ (5,579)	$ 3,276	$ (10,152)	$ (53)	$ 131

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)


			MFS®	MFS®	Oppenheimer	Oppenheimer	Oppenheimer
			Strategic	Total	Aggressive	Global	Main
			Income	Return	Growth	Securities	Street®
Net investment income (loss)
Income:
	Dividends		$ 127	$ 1,923	$ -	$ 428	$ 565
Total investment income			127	1,923	-	428	565
Expenses:
	Mortality and expense risk and
		other charges	26	1,126	288	310	662
Total expenses			26	1,126	288	310	662
Net investment income (loss)			101	797	(288)	118	(97)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			52	126	9	354	(2)
Capital gains distributions			-	-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		52	126	9	354	(2)
Net unrealized appreciation
	(depreciation) of investments		(81)	2,399	1,834	(81)	(283)
Net increase (decrease) in net assets
	resulting from operations		$ 72	$ 3,322	$ 1,555	$ 391	$ (382)

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

					Pioneer
			Oppenheimer		Equity	Pioneer	Pioneer Mid
			Strategic	PIMCO VIT	Income	Fund	Cap Value
			Bond	Real Return	VCT	VCT	VCT
Net investment income (loss)
Income:
	Dividends		$ 2,331	$ -	$ 9	$ -	$ 6
Total investment income			2,331	-	9	-	6
Expenses:
	Mortality and expense risk and
		other charges	435	-	4	-	10
Total expenses			435	-	4	-	10
Net investment income (loss)			1,896	-	5	-	(4)

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			586	-	24	-	65
Capital gains distributions			-	-	-	-	15
Total realized gain (loss) on investments
	and capital gains distributions		586	-	24	-	80
Net unrealized appreciation
	(depreciation) of investments		(1,334)	1	-	-	49
Net increase (decrease) in net assets
	resulting from operations		$ 1,148	$ 1	$ 29	$ -	$ 125

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Operations

For the nine months ended September 30, 2004
(Dollars in thousands)
(Unaudited)

				SP
				William Blair		Wanger U.S.
			Prudential	International	UBS U.S.	Smaller
			Jennison	Growth	Allocation	Companies
Net investment income (loss)
Income:
	Dividends		$ -	$ -	$ 79	$ -
Total investment income			-	-	79	-
Expenses:
	Mortality and expense risk and
		other charges	9	37	105	-
Total expenses			9	37	105	-
Net investment income (loss)			(9)	(37)	(26)	-

Realized and unrealized gain (loss)
	on investments
Net realized gain (loss) on investments			67	197	12	-
Capital gains distributions			-	-	-	-
Total realized gain (loss) on investments
	and capital gains distributions		67	197	12	-
Net unrealized appreciation
	(depreciation) of investments		(88)	(133)	184	3
Net increase (decrease) in net assets
	resulting from operations		$ (30)	$ 27	$ 170	$ 3

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			AIM V.I.		AIM V.I.
			Capital	AIM V.I.	Government	AIM V.I.
			Appreciation	Core Equity	Securities	Growth
Net assets at January 1, 2003			$ 14,832	$ 29,940	$ 25,997	$ 14,946

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(143)	(283)	(230)	(143)
	Net realized gain (loss) on investments
		and capital gains distributions	(592)	(528)	557	(619)
	Net unrealized appreciation (depreciation) of investments		2,774	4,034	(424)	3,132
Net increase (decrease) in net assets from operations			2,039	3,223	(97)	2,370
Changes from principal transactions:
	Total unit transactions		(715)	(1,065)	(7,655)	(1,391)
Increase (decrease) in assets derived from principal
	transactions		(715)	(1,065)	(7,655)	(1,391)
Total increase (decrease)			1,324	2,158	(7,752)	979
Net assets at September 30, 2003			$ 16,156	$ 32,098	$ 18,245	$ 15,925


Net assets at January 1, 2004			17,500	34,908	15,026	18,067

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(157)	(318)	(131)	(168)
	Net realized gain (loss) on investments
		and capital gains distributions	(44)	305	(53)	(107)
	Net unrealized appreciation (depreciation) of investments		(470)	145	311	(283)
Net increase (decrease) in net assets from operations			(671)	132	127	(558)
Changes from principal transactions:
	Total unit transactions		(2,039)	(3,969)	(936)	(1,236)
Increase (decrease) in assets derived from principal
	transactions		(2,039)	(3,969)	(936)	(1,236)
Total increase (decrease)			(2,710)	(3,837)	(809)	(1,794)
Net assets at September 30, 2004			$ 14,790	$ 31,071	$ 14,217	$ 16,273

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

					Alger	Alger
			AIM V.I.	Alger	American	American
			Premier	American	Income &	Leveraged
			Equity	Balanced	Growth	AllCap
Net assets at January 1, 2003			$ 41,327	$ 2,576	$ 6,167	$ 5,724

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(382)	27	(45)	(63)
	Net realized gain (loss) on investments
		and capital gains distributions	(1,870)	(37)	(254)	(244)
	Net unrealized appreciation (depreciation) of investments		6,894	268	1,132	1,442
Net increase (decrease) in net assets from operations			4,642	258	833	1,135
Changes from principal transactions:
	Total unit transactions		(5,187)	(442)	(698)	(778)
Increase (decrease) in assets derived from principal
	transactions		(5,187)	(442)	(698)	(778)
Total increase (decrease)			(545)	(184)	135	357
Net assets at September 30, 2003			$ 40,782	$ 2,392	$ 6,302	$ 6,081


Net assets at January 1, 2004			42,830	2,367	6,470	6,443

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(373)	9	(31)	(61)
	Net realized gain (loss) on investments
		and capital gains distributions	(596)	-	(108)	(80)
	Net unrealized appreciation (depreciation) of investments		(396)	(80)	(18)	(148)
Net increase (decrease) in net assets from operations			(1,365)	(71)	(157)	(289)
Changes from principal transactions:
	Total unit transactions		(5,843)	(410)	(1,291)	(1,280)
Increase (decrease) in assets derived from principal
	transactions		(5,843)	(410)	(1,291)	(1,280)
Total increase (decrease)			(7,208)	(481)	(1,448)	(1,569)
Net assets at September 30, 2004			$ 35,622	$ 1,886	$ 5,022	$ 4,874

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

			Alliance	Alliance
			Bernstein	Bernstein	Alliance	American
			VPSF Growth	VPSF Premier	Bernstein	Century® VP
			and Income	Growth	VPSF Quasar	Balanced
Net assets at January 1, 2003			$ 22,169	$ 5,838	$ 684	$ 1,483

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		26	(61)	(12)	25
	Net realized gain (loss) on investments
		and capital gains distributions	(884)	(319)	(129)	(11)
	Net unrealized appreciation (depreciation) of investments		4,589	1,081	409	133
Net increase (decrease) in net assets from operations			3,731	701	268	147
Changes from principal transactions:
	Total unit transactions		2,056	343	1,493	(156)
Increase (decrease) in assets derived from principal
	transactions		2,056	343	1,493	(156)
Total increase (decrease)			5,787	1,044	1,761	(9)
Net assets at September 30, 2003			$ 27,956	$ 6,882	$ 2,445	$ 1,474


Net assets at January 1, 2004			34,971	7,314	3,918	1,420

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(12)	(71)	(43)	9
	Net realized gain (loss) on investments
		and capital gains distributions	(49)	(99)	390	16
	Net unrealized appreciation (depreciation) of investments		282	(13)	(453)	2
Net increase (decrease) in net assets from operations			221	(183)	(106)	27
Changes from principal transactions:
	Total unit transactions		7,088	(192)	286	(219)
Increase (decrease) in assets derived from principal
	transactions		7,088	(192)	286	(219)
Total increase (decrease)			7,309	(375)	180	(192)
Net assets at September 30, 2004			$ 42,280	$ 6,939	$ 4,098	$ 1,228

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			American	Calvert	Federated	Federated
			Century® VP	Social	American	Capital
			International	Balanced	Leaders	Income
Net assets at January 1, 2003			$ 1,539	$ 1,775	$ 50,539	$ 7,021

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(3)	(17)	269	373
	Net realized gain (loss) on investments
		and capital gains distributions	(96)	(37)	(2,551)	(1,235)
	Net unrealized appreciation (depreciation) of investments		199	237	6,763	1,402
Net increase (decrease) in net assets from operations			100	183	4,481	540
Changes from principal transactions:
	Total unit transactions		(391)	27	(7,828)	(1,233)
Increase (decrease) in assets derived from principal
	transactions		(391)	27	(7,828)	(1,233)
Total increase (decrease)			(291)	210	(3,347)	(693)
Net assets at September 30, 2003			$ 1,248	$ 1,985	$ 47,192	$ 6,328


Net assets at January 1, 2004			1,346	2,228	51,717	6,460

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(7)	(21)	187	206
	Net realized gain (loss) on investments
		and capital gains distributions	-	10	(792)	(1,007)
	Net unrealized appreciation (depreciation) of investments		5	37	554	920
Net increase (decrease) in net assets from operations			(2)	26	(51)	119
Changes from principal transactions:
	Total unit transactions		(152)	(141)	(9,337)	(1,340)
Increase (decrease) in assets derived from principal
	transactions		(152)	(141)	(9,337)	(1,340)
Total increase (decrease)			(154)	(115)	(9,388)	(1,221)
Net assets at September 30, 2004			$ 1,192	$ 2,113	$ 42,329	$ 5,239

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

				Federated	Federated
			Federated	Fund for US	High	Federated
			Equity	Government	Income	International
			Income	Securities	Bond	Equity
Net assets at January 1, 2003			$ 10,264	$ 12,674	$ 16,683	$ 6,024

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		95	310	1,073	(60)
	Net realized gain (loss) on investments
		and capital gains distributions	(466)	368	(796)	(586)
	Net unrealized appreciation (depreciation) of investments		1,400	(577)	2,016	1,408
Net increase (decrease) in net assets from operations			1,029	101	2,293	762
Changes from principal transactions:
	Total unit transactions		(1,276)	(2,264)	(2,901)	(744)
Increase (decrease) in assets derived from principal
	transactions		(1,276)	(2,264)	(2,901)	(744)
Total increase (decrease)			(247)	(2,163)	(608)	18
Net assets at September 30, 2003			$ 10,017	$ 10,511	$ 16,075	$ 6,042


Net assets at January 1, 2004			11,005	9,833	15,774	6,565

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		98	318	933	(65)
	Net realized gain (loss) on investments
		and capital gains distributions	(222)	134	(648)	(372)
	Net unrealized appreciation (depreciation) of investments		326	(321)	408	431
Net increase (decrease) in net assets from operations			202	131	693	(6)
Changes from principal transactions:
	Total unit transactions		(2,269)	(3,001)	(4,300)	(998)
Increase (decrease) in assets derived from principal
	transactions		(2,269)	(3,001)	(4,300)	(998)
Total increase (decrease)			(2,067)	(2,870)	(3,607)	(1,004)
Net assets at September 30, 2004			$ 8,938	$ 6,963	$ 12,167	$ 5,561

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

			Federated
			Mid Cap	Federated	Fidelity®
			Growth	Prime	VIP Asset	Fidelity® VIP
			Strategies	Money	Manager^SM	Contrafund®
Net assets at January 1, 2003			$ 10,415	$ 7,387	$ 11,086	$ 145,571

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(107)	(32)	291	(695)
	Net realized gain (loss) on investments
		and capital gains distributions	(508)	-	(106)	(2,927)
	Net unrealized appreciation (depreciation) of investments		2,659	-	844	23,432
Net increase (decrease) in net assets from operations			2,044	(32)	1,029	19,810
Changes from principal transactions:
	Total unit transactions		(1,645)	(1,604)	(488)	(782)
Increase (decrease) in assets derived from principal
	transactions		(1,645)	(1,604)	(488)	(782)
Total increase (decrease)			399	(1,636)	541	19,028
Net assets at September 30, 2003			$ 10,814	$ 5,751	$ 11,627	$ 164,599


Net assets at January 1, 2004			11,813	4,930	12,034	188,055

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(117)	(25)	198	(1,197)
	Net realized gain (loss) on investments
		and capital gains distributions	(251)	-	42	1,139
	Net unrealized appreciation (depreciation) of investments		581	-	(381)	9,273
Net increase (decrease) in net assets from operations			213	(25)	(141)	9,215
Changes from principal transactions:
	Total unit transactions		(2,004)	(1,124)	(623)	14,835
Increase (decrease) in assets derived from principal
	transactions		(2,004)	(1,124)	(623)	14,835
Total increase (decrease)			(1,791)	(1,149)	(764)	24,050
Net assets at September 30, 2004			$ 10,022	$ 3,781	$ 11,270	$ 212,105

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			Fidelity®
			VIP Equity-	Fidelity®	Fidelity® VIP	Fidelity® VIP
			Income	VIP Growth	High Income	Index 500
Net assets at January 1, 2003			$ 146,420	$ 98,180	$ 36,456	$ 64,190

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		1,322	(678)	2,504	328
	Net realized gain (loss) on investments
		and capital gains distributions	(6,532)	(3,683)	974	(2,465)
	Net unrealized appreciation (depreciation) of investments		23,295	21,323	4,446	10,115
Net increase (decrease) in net assets from operations			18,085	16,962	7,924	7,978
Changes from principal transactions:
	Total unit transactions		(233)	(3,574)	6,090	(4,914)
Increase (decrease) in assets derived from principal
	transactions		(233)	(3,574)	6,090	(4,914)
Total increase (decrease)			17,852	13,388	14,014	3,064
Net assets at September 30, 2003			$ 164,272	$ 111,568	$ 50,470	$ 67,254


Net assets at January 1, 2004			192,149	125,864	56,970	74,266

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		1,179	(826)	4,097	225
	Net realized gain (loss) on investments
		and capital gains distributions	1,119	(980)	2,303	(72)
	Net unrealized appreciation (depreciation) of investments		(359)	(5,361)	(4,736)	16
Net increase (decrease) in net assets from operations			1,939	(7,167)	1,664	169
Changes from principal transactions:
	Total unit transactions		5,289	(6,912)	(9,835)	(7,426)
Increase (decrease) in assets derived from principal
	transactions		5,289	(6,912)	(9,835)	(7,426)
Total increase (decrease)			7,228	(14,079)	(8,171)	(7,257)
Net assets at September 30, 2004			$ 199,377	$ 111,785	$ 48,799	$ 67,009

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

					Franklin
			Fidelity® VIP		Small	ING GET
			Investment	Fidelity® VIP	Cap Value	Fund -
			Grade Bond	Overseas	Securities	Series D
Net assets at January 1, 2003			$ 2,890	$ 6,617	$ 365	$ 103,698

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		85	(4)	(2)	2,828
	Net realized gain (loss) on investments
		and capital gains distributions	74	279	13	(846)
	Net unrealized appreciation (depreciation) of investments		(71)	1,273	38	(2,156)
Net increase (decrease) in net assets from operations			88	1,548	49	(174)
Changes from principal transactions:
	Total unit transactions		(542)	1,909	58	(9,131)
Increase (decrease) in assets derived from principal
	transactions		(542)	1,909	58	(9,131)
Total increase (decrease)			(454)	3,457	107	(9,305)
Net assets at September 30, 2003			$ 2,436	$ 10,074	$ 472	$ 94,393


Net assets at January 1, 2004			2,244	13,904	662	86,431

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		69	41	(6)	3,128
	Net realized gain (loss) on investments
		and capital gains distributions	74	515	49	(8,794)
	Net unrealized appreciation (depreciation) of investments		(97)	(918)	55	5,596
Net increase (decrease) in net assets from operations			46	(362)	98	(70)
Changes from principal transactions:
	Total unit transactions		(203)	(54)	1,420	(86,361)
Increase (decrease) in assets derived from principal
	transactions		(203)	(54)	1,420	(86,361)
Total increase (decrease)			(157)	(416)	1,518	(86,431)
Net assets at September 30, 2004			$ 2,087	$ 13,488	$ 2,180	$ -

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			ING GET	ING GET	ING GET	ING GET
			Fund -	Fund -	Fund -	Fund -
			Series E	Series G	Series H	Series I
Net assets at January 1, 2003			$ 276,397	$ 163,877	$ 121,603	$ 84,079

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		7,451	4,111	3,173	1,699
	Net realized gain (loss) on investments
		and capital gains distributions	(437)	(114)	12	106
	Net unrealized appreciation (depreciation) of investments		(5,501)	(3,297)	(2,083)	(824)
Net increase (decrease) in net assets from operations			1,513	700	1,102	981
Changes from principal transactions:
	Total unit transactions		(25,282)	(17,345)	(12,055)	(7,303)
Increase (decrease) in assets derived from principal
	transactions		(25,282)	(17,345)	(12,055)	(7,303)
Total increase (decrease)			(23,769)	(16,645)	(10,953)	(6,322)
Net assets at September 30, 2003			$ 252,628	$ 147,232	$ 110,650	$ 77,757


Net assets at January 1, 2004			238,886	138,281	105,009	74,750

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		12,966	4,158	3,140	1,906
	Net realized gain (loss) on investments
		and capital gains distributions	(19,910)	(675)	(246)	(80)
	Net unrealized appreciation (depreciation) of investments		4,843	(4,365)	(3,635)	(2,474)
Net increase (decrease) in net assets from operations			(2,101)	(882)	(741)	(648)
Changes from principal transactions:
	Total unit transactions		(236,785)	(20,955)	(16,432)	(11,271)
Increase (decrease) in assets derived from principal
	transactions		(236,785)	(20,955)	(16,432)	(11,271)
Total increase (decrease)			(238,886)	(21,837)	(17,173)	(11,919)
Net assets at September 30, 2004			$ -	$ 116,444	$ 87,836	$ 62,831

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			ING GET	ING GET	ING GET	ING GET
			Fund -	Fund -	Fund -	Fund -
			Series J	Series K	Series L	Series M
Net assets at January 1, 2003			$ 71,844	$ 81,260	$ 75,255	$ 115,381

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		1,525	1,300	1,412	2,101
	Net realized gain (loss) on investments
		and capital gains distributions	142	263	287	786
	Net unrealized appreciation (depreciation) of investments		(1,027)	(940)	(555)	(1,080)
Net increase (decrease) in net assets from operations			640	623	1,144	1,807
Changes from principal transactions:
	Total unit transactions		(8,157)	(7,946)	(6,821)	(14,905)
Increase (decrease) in assets derived from principal
	transactions		(8,157)	(7,946)	(6,821)	(14,905)
Total increase (decrease)			(7,517)	(7,323)	(5,677)	(13,098)
Net assets at September 30, 2003			$ 64,327	$ 73,937	$ 69,578	$ 102,283


Net assets at January 1, 2004			60,090	70,505	66,868	94,718

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		1,647	1,329	1,489	2,429
	Net realized gain (loss) on investments
		and capital gains distributions	(20)	97	301	415
	Net unrealized appreciation (depreciation) of investments		(2,033)	(2,038)	(2,347)	(3,740)
Net increase (decrease) in net assets from operations			(406)	(612)	(557)	(896)
Changes from principal transactions:
	Total unit transactions		(10,169)	(9,497)	(12,339)	(13,719)
Increase (decrease) in assets derived from principal
	transactions		(10,169)	(9,497)	(12,339)	(13,719)
Total increase (decrease)			(10,575)	(10,109)	(12,896)	(14,615)
Net assets at September 30, 2004			$ 49,515	$ 60,396	$ 53,972	$ 80,103

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			ING GET	ING GET	ING GET	ING GET
			Fund -	Fund -	Fund -	Fund -
			Series N	Series P	Series Q	Series R
Net assets at January 1, 2003			$ 90,143	$ 76,334	$ 54,826	$ 43,556

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		928	656	(761)	(601)
	Net realized gain (loss) on investments
		and capital gains distributions	78	534	312	203
	Net unrealized appreciation (depreciation) of investments		569	(72)	1,683	1,482
Net increase (decrease) in net assets from operations			1,575	1,118	1,234	1,084
Changes from principal transactions:
	Total unit transactions		(11,923)	(14,377)	(8,857)	(5,370)
Increase (decrease) in assets derived from principal
	transactions		(11,923)	(14,377)	(8,857)	(5,370)
Total increase (decrease)			(10,348)	(13,259)	(7,623)	(4,286)
Net assets at September 30, 2003			$ 79,795	$ 63,075	$ 47,203	$ 39,270


Net assets at January 1, 2004			76,785	58,003	44,336	38,175

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		1,342	1,121	847	618
	Net realized gain (loss) on investments
		and capital gains distributions	(6)	248	291	250
	Net unrealized appreciation (depreciation) of investments		(1,883)	(1,793)	(1,516)	(1,125)
Net increase (decrease) in net assets from operations			(547)	(424)	(378)	(257)
Changes from principal transactions:
	Total unit transactions		(10,602)	(7,722)	(4,394)	(3,791)
Increase (decrease) in assets derived from principal
	transactions		(10,602)	(7,722)	(4,394)	(3,791)
Total increase (decrease)			(11,149)	(8,146)	(4,772)	(4,048)
Net assets at September 30, 2004			$ 65,636	$ 49,857	$ 39,564	$ 34,127

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			ING GET	ING GET	ING GET	ING GET
			Fund -	Fund -	Fund -	Fund -
			Series S	Series T	Series U	Series V
Net assets at January 1, 2003			$ 53,553	$ 39,378	$ 503	$ -

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(684)	(491)	(415)	(528)
	Net realized gain (loss) on investments
		and capital gains distributions	302	341	696	(179)
	Net unrealized appreciation (depreciation) of investments		1,764	1,038	1,303	(2,030)
Net increase (decrease) in net assets from operations			1,382	888	1,584	(2,737)
Changes from principal transactions:
	Total unit transactions		(7,420)	(7,493)	28,623	81,119
Increase (decrease) in assets derived from principal
	transactions		(7,420)	(7,493)	28,623	81,119
Total increase (decrease)			(6,038)	(6,605)	30,207	78,382
Net assets at September 30, 2003			$ 47,515	$ 32,773	$ 30,710	$ 78,382


Net assets at January 1, 2004			44,140	32,020	30,078	74,677

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		474	389	123	(315)
	Net realized gain (loss) on investments
		and capital gains distributions	1,002	702	1,383	(71)
	Net unrealized appreciation (depreciation) of investments		(1,740)	(1,330)	(1,708)	200
Net increase (decrease) in net assets from operations			(264)	(239)	(202)	(186)
Changes from principal transactions:
	Total unit transactions		(6,262)	(2,839)	(2,558)	(16,605)
Increase (decrease) in assets derived from principal
	transactions		(6,262)	(2,839)	(2,558)	(16,605)
Total increase (decrease)			(6,526)	(3,078)	(2,760)	(16,791)
Net assets at September 30, 2004			$ 37,614	$ 28,942	$ 27,318	$ 57,886

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


				ING VP	ING VP	ING VP
			ING VP	Emerging	Intermediate	Money
			Balanced	Markets	Bond	Market
Net assets at January 1, 2003			$ 148,868	$ 649	$ 164,563	$ 262,556

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		1,770	(7)	1,266	1,888
	Net realized gain (loss) on investments
		and capital gains distributions	(5,405)	(23)	956	(1,666)
	Net unrealized appreciation (depreciation) of investments		17,549	183	4,479	(874)
Net increase (decrease) in net assets from operations			13,914	153	6,701	(652)
Changes from principal transactions:
	Total unit transactions		(5,989)	(75)	(18,930)	(54,199)
Increase (decrease) in assets derived from principal
	transactions		(5,989)	(75)	(18,930)	(54,199)
Total increase (decrease)			7,925	78	(12,229)	(54,851)
Net assets at September 30, 2003			$ 156,793	$ 727	$ 152,334	$ 207,705


Net assets at January 1, 2004			172,818	809	143,435	173,894

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		2,020	(8)	4,889	466
	Net realized gain (loss) on investments
		and capital gains distributions	(2,869)	17	5,006	(344)
	Net unrealized appreciation (depreciation) of investments		3,848	13	(6,360)	(638)
Net increase (decrease) in net assets from operations			2,999	22	3,535	(516)
Changes from principal transactions:
	Total unit transactions		3,073	(117)	(5,034)	23,244
Increase (decrease) in assets derived from principal
	transactions		3,073	(117)	(5,034)	23,244
Total increase (decrease)			6,072	(95)	(1,499)	22,728
Net assets at September 30, 2004			$ 178,890	$ 714	$ 141,936	$ 196,622

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			ING VP	ING	ING MFS	ING T. Rowe
			Natural	Julius Baer	Total	Price Equity
			Resources	Foreign	Return	Income
Net assets at January 1, 2003			$ 1,567	$ -	$ -	$ -

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(14)	-	-	(1)
	Net realized gain (loss) on investments
		and capital gains distributions	(23)	-	-	-
	Net unrealized appreciation (depreciation) of investments		170	-	-	5
Net increase (decrease) in net assets from operations			133	-	-	4
Changes from principal transactions:
	Total unit transactions		(183)	-	23	585
Increase (decrease) in assets derived from principal
	transactions		(183)	-	23	585
Total increase (decrease)			(50)	-	23	589
Net assets at September 30, 2003			$ 1,517	$ -	$ 23	$ 589


Net assets at January 1, 2004			1,732	-	401	704

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		2	-	(6)	(8)
	Net realized gain (loss) on investments
		and capital gains distributions	34	-	17	13
	Net unrealized appreciation (depreciation) of investments		80	1	12	47
Net increase (decrease) in net assets from operations			116	1	23	52
Changes from principal transactions:
	Total unit transactions		(206)	11	708	848
Increase (decrease) in assets derived from principal
	transactions		(206)	11	708	848
Total increase (decrease)			(90)	12	731	900
Net assets at September 30, 2004			$ 1,642	$ 12	$ 1,132	$ 1,604

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

						ING American
			ING Aeltus	ING Alger		Century
			Enhanced	Aggressive	ING Alger	SmallCap
			Index	Growth	Growth	Value
Net assets at January 1, 2003			$ -	$ 179	$ 9	$ 173

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	(2)	(1)	(2)
	Net realized gain (loss) on investments
		and capital gains distributions	1	50	7	10
	Net unrealized appreciation (depreciation) of investments		(1)	7	-	50
Net increase (decrease) in net assets from operations			-	55	6	58
Changes from principal transactions:
	Total unit transactions		17	180	274	250
Increase (decrease) in assets derived from principal
	transactions		17	180	274	250
Total increase (decrease)			17	235	280	308
Net assets at September 30, 2003			$ 17	$ 414	$ 289	$ 481


Net assets at January 1, 2004			6	1,017	380	561

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	(6)	(3)	(5)
	Net realized gain (loss) on investments
		and capital gains distributions	-	56	4	60
	Net unrealized appreciation (depreciation) of investments		(1)	(84)	(31)	(11)
Net increase (decrease) in net assets from operations			(1)	(34)	(30)	44
Changes from principal transactions:
	Total unit transactions		69	(186)	51	235
Increase (decrease) in assets derived from principal
	transactions		69	(186)	51	235
Total increase (decrease)			68	(220)	21	279
Net assets at September 30, 2004			$ 74	$ 797	$ 401	$ 840

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

			ING	ING Goldman		ING
			Baron	Sachs®	ING	JPMorgan
			Small Cap	Capital	JPMorgan	MidCap
			Growth	Growth	International	Value
Net assets at January 1, 2003			$ 193	$ 18	$ 24,044	$ 87

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(3)	-	86	(2)
	Net realized gain (loss) on investments
		and capital gains distributions	25	-	3,129	-
	Net unrealized appreciation (depreciation) of investments		54	3	146	44
Net increase (decrease) in net assets from operations			76	3	3,361	42
Changes from principal transactions:
	Total unit transactions		778	1	1	365
Increase (decrease) in assets derived from principal
	transactions		778	1	1	365
Total increase (decrease)			854	4	3,362	407
Net assets at September 30, 2003			$ 1,047	$ 22	$ 27,406	$ 494


Net assets at January 1, 2004			1,381	25	34,019	678

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(12)	(1)	116	(6)
	Net realized gain (loss) on investments
		and capital gains distributions	136	-	1,671	22
	Net unrealized appreciation (depreciation) of investments		(9)	3	(668)	52
Net increase (decrease) in net assets from operations			115	2	1,119	68
Changes from principal transactions:
	Total unit transactions		461	256	6,221	1,009
Increase (decrease) in assets derived from principal
	transactions		461	256	6,221	1,009
Total increase (decrease)			576	258	7,340	1,077
Net assets at September 30, 2004			$ 1,957	$ 283	$ 41,359	$ 1,755

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

					ING	ING
			ING MFS	ING MFS	OpCap	PIMCO
			Capital	Global	Balanced	Total
			Opportunities	Growth	Value	Return
Net assets at January 1, 2003			$ 35,741	$ 1	$ 15	$ 1,275

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(256)	-	10	(16)
	Net realized gain (loss) on investments
		and capital gains distributions	(7,102)	1	6	55
	Net unrealized appreciation (depreciation) of investments		12,258	2	5	21
Net increase (decrease) in net assets from operations			4,900	3	21	60
Changes from principal transactions:
	Total unit transactions		(3,633)	6	663	993
Increase (decrease) in assets derived from principal
	transactions		(3,633)	6	663	993
Total increase (decrease)			1,267	9	684	1,053
Net assets at September 30, 2003			$ 37,008	$ 10	$ 699	$ 2,328


Net assets at January 1, 2004			39,287	5	1,250	2,613

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(184)	-	5	(21)
	Net realized gain (loss) on investments
		and capital gains distributions	(436)	1	42	42
	Net unrealized appreciation (depreciation) of investments		677	-	4	47
Net increase (decrease) in net assets from operations			57	1	51	68
Changes from principal transactions:
	Total unit transactions		(4,005)	-	661	579
Increase (decrease) in assets derived from principal
	transactions		(4,005)	-	661	579
Total increase (decrease)			(3,948)	1	712	647
Net assets at September 30, 2004			$ 35,339	$ 6	$ 1,962	$ 3,260

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

			ING Salomon	ING Salomon	ING Salomon
			Brothers	Brothers	Brothers	ING T. Rowe
			Aggressive	Fundamental	Investors	Price Growth
			Growth	Value	Value	Equity
Net assets at January 1, 2003			$ 47,008	$ 5	$ 14	$ 58,443

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(491)	2	1	(514)
	Net realized gain (loss) on investments
		and capital gains distributions	(3,295)	80	1	(1,896)
	Net unrealized appreciation (depreciation) of investments		14,333	(9)	3	11,368
Net increase (decrease) in net assets from operations			10,547	73	5	8,958
Changes from principal transactions:
	Total unit transactions		(2,949)	302	111	(1,514)
Increase (decrease) in assets derived from principal
	transactions		(2,949)	302	111	(1,514)
Total increase (decrease)			7,598	375	116	7,444
Net assets at September 30, 2003			$ 54,606	$ 380	$ 130	$ 65,887


Net assets at January 1, 2004			58,639	1,215	179	74,887

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(555)	(10)	-	(603)
	Net realized gain (loss) on investments
		and capital gains distributions	(105)	59	22	273
	Net unrealized appreciation (depreciation) of investments		770	(77)	(28)	(1,063)
Net increase (decrease) in net assets from operations			110	(28)	(6)	(1,393)
Changes from principal transactions:
	Total unit transactions		(5,746)	282	191	(4,371)
Increase (decrease) in assets derived from principal
	transactions		(5,746)	282	191	(4,371)
Total increase (decrease)			(5,636)	254	185	(5,764)
Net assets at September 30, 2004			$ 53,003	$ 1,469	$ 364	$ 69,123

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

						ING VP
				ING UBS U.S.	ING Van	Strategic
			ING UBS U.S.	Large Cap	Kampen	Allocation
			Allocation	Equity	Comstock	Balanced
Net assets at January 1, 2003			$ -	$ 40,669	$ 319	$ 14,344

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	(153)	(3)	84
	Net realized gain (loss) on investments
		and capital gains distributions	-	(1,808)	-	(424)
	Net unrealized appreciation (depreciation) of investments		1	6,336	66	1,594
Net increase (decrease) in net assets from operations			1	4,375	63	1,254
Changes from principal transactions:
	Total unit transactions		-	(5,309)	355	(800)
Increase (decrease) in assets derived from principal
	transactions		-	(5,309)	355	(800)
Total increase (decrease)			1	(934)	418	454
Net assets at September 30, 2003			$ 1	$ 39,735	$ 737	$ 14,798


Net assets at January 1, 2004			53	42,940	899	16,937

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(1)	(77)	(9)	59
	Net realized gain (loss) on investments
		and capital gains distributions	1	(237)	44	52
	Net unrealized appreciation (depreciation) of investments		-	1,438	45	146
Net increase (decrease) in net assets from operations			-	1,124	80	257
Changes from principal transactions:
	Total unit transactions		55	(3,396)	829	2,593
Increase (decrease) in assets derived from principal
	transactions		55	(3,396)	829	2,593
Total increase (decrease)			55	(2,272)	909	2,850
Net assets at September 30, 2004			$ 108	$ 40,668	$ 1,808	$ 19,787

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

			ING VP	ING VP
			Strategic	Strategic	ING VP	ING GET
			Allocation	Allocation	Growth and	U.S. Core -
			Growth	Income	Income	Series 1
Net assets at January 1, 2003			$ 11,257	$ 20,088	$ 415,966	$ -

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		2	264	(3,350)	(36)
	Net realized gain (loss) on investments
		and capital gains distributions	(244)	(277)	(55,769)	1
	Net unrealized appreciation (depreciation) of investments		1,549	1,231	100,018	115
Net increase (decrease) in net assets from operations			1,307	1,218	40,899	80
Changes from principal transactions:
	Total unit transactions		852	(2,390)	(42,595)	26,125
Increase (decrease) in assets derived from principal
	transactions		852	(2,390)	(42,595)	26,125
Total increase (decrease)			2,159	(1,172)	(1,696)	26,205
Net assets at September 30, 2003			$ 13,416	$ 18,916	$ 414,270	$ 26,205


Net assets at January 1, 2004			14,808	19,422	455,361	25,945

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		21	163	395	(185)
	Net realized gain (loss) on investments
		and capital gains distributions	38	30	(28,174)	152
	Net unrealized appreciation (depreciation) of investments		112	143	18,536	(90)
Net increase (decrease) in net assets from operations			171	336	(9,243)	(123)
Changes from principal transactions:
	Total unit transactions		(608)	(1,681)	(42,680)	(2,444)
Increase (decrease) in assets derived from principal
	transactions		(608)	(1,681)	(42,680)	(2,444)
Total increase (decrease)			(437)	(1,345)	(51,923)	(2,567)
Net assets at September 30, 2004			$ 14,371	$ 18,077	$ 403,438	$ 23,378

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			ING GET	ING GET	ING GET	ING GET
			U.S. Core -	U.S. Core -	U.S. Core -	U.S. Core -
			Series 2	Series 3	Series 4	Series 5
Net assets at January 1, 2003			$ -	$ -	$ -	$ -

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(1)	-	-	-
	Net realized gain (loss) on investments
		and capital gains distributions	-	-	-	-
	Net unrealized appreciation (depreciation) of investments		-	-	-	-
Net increase (decrease) in net assets from operations			(1)	-	-	-
Changes from principal transactions:
	Total unit transactions		1,293	-	-	-
Increase (decrease) in assets derived from principal
	transactions		1,293	-	-	-
Total increase (decrease)			1,292	-	-	-
Net assets at September 30, 2003			$ 1,292	$ -	$ -	$ -


Net assets at January 1, 2004			24,501	1,965	-	-

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(298)	(645)	(53)	(11)
	Net realized gain (loss) on investments
		and capital gains distributions	58	(109)	2	-
	Net unrealized appreciation (depreciation) of investments		216	(700)	140	(7)
Net increase (decrease) in net assets from operations			(24)	(1,454)	89	(18)
Changes from principal transactions:
	Total unit transactions		(2,558)	56,140	8,210	5,049
Increase (decrease) in assets derived from principal
	transactions		(2,558)	56,140	8,210	5,049
Total increase (decrease)			(2,582)	54,686	8,299	5,031
Net assets at September 30, 2004			$ 21,919	$ 56,651	$ 8,299	$ 5,031

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

				ING VP
			ING GET	Global		ING VP
			U.S. Core -	Science and	ING VP	Index Plus
			Series 6	Technology	Growth	LargeCap
Net assets at January 1, 2003			$ -	$ 6,564	$ 28,286	$ 154,417

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	(69)	(250)	308
	Net realized gain (loss) on investments
		and capital gains distributions	-	(979)	(1,298)	(6,464)
	Net unrealized appreciation (depreciation) of investments		-	2,771	6,110	22,997
Net increase (decrease) in net assets from operations			-	1,723	4,562	16,841
Changes from principal transactions:
	Total unit transactions		-	1,481	(2,766)	(5,833)
Increase (decrease) in assets derived from principal
	transactions		-	1,481	(2,766)	(5,833)
Total increase (decrease)			-	3,204	1,796	11,008
Net assets at September 30, 2003			$ -	$ 9,768	$ 30,082	$ 165,425


Net assets at January 1, 2004			-	13,372	32,091	186,926

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(55)	(104)	(221)	170
	Net realized gain (loss) on investments
		and capital gains distributions	2	1,330	(286)	(67)
	Net unrealized appreciation (depreciation) of investments		44	(3,293)	(773)	380
Net increase (decrease) in net assets from operations			(9)	(2,067)	(1,280)	483
Changes from principal transactions:
	Total unit transactions		99,783	(1,950)	(3,885)	(11,450)
Increase (decrease) in assets derived from principal
	transactions		99,783	(1,950)	(3,885)	(11,450)
Total increase (decrease)			99,774	(4,017)	(5,165)	(10,967)
Net assets at September 30, 2004			$ 99,774	$ 9,355	$ 26,926	$ 175,959

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			ING VP	ING VP	ING VP	ING VP
			Index Plus	Index Plus	International	Small
			MidCap	SmallCap	Equity	Company
Net assets at January 1, 2003			$ 11,779	$ 4,275	$ 5,228	$ 52,158

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(17)	(18)	13	(356)
	Net realized gain (loss) on investments
		and capital gains distributions	(754)	(391)	486	(4,271)
	Net unrealized appreciation (depreciation) of investments		2,690	1,082	231	16,524
Net increase (decrease) in net assets from operations			1,919	673	730	11,897
Changes from principal transactions:
	Total unit transactions		(1,522)	409	149	3,709
Increase (decrease) in assets derived from principal
	transactions		(1,522)	409	149	3,709
Total increase (decrease)			397	1,082	879	15,606
Net assets at September 30, 2003			$ 12,176	$ 5,357	$ 6,107	$ 67,764


Net assets at January 1, 2004			15,032	6,712	8,924	80,458

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(34)	(33)	33	(504)
	Net realized gain (loss) on investments
		and capital gains distributions	201	495	457	1,110
	Net unrealized appreciation (depreciation) of investments		378	54	(369)	(1,061)
Net increase (decrease) in net assets from operations			545	516	121	(455)
Changes from principal transactions:
	Total unit transactions		266	312	1,794	(2,095)
Increase (decrease) in assets derived from principal
	transactions		266	312	1,794	(2,095)
Total increase (decrease)			811	828	1,915	(2,550)
Net assets at September 30, 2004			$ 15,843	$ 7,540	$ 10,839	$ 77,908

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

				ING VP	ING VP
			ING VP	Growth	Growth	ING VP
			Value	Opportunities	Opportunities	International
			Opportunity	- Class I	- Class S	Value
Net assets at January 1, 2003			$ 17,001	$ 384	$ 125	$ 404

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(21)	(2)	(2)	6
	Net realized gain (loss) on investments
		and capital gains distributions	(740)	(1)	(15)	(10)
	Net unrealized appreciation (depreciation) of investments		2,343	20	57	139
Net increase (decrease) in net assets from operations			1,582	17	40	135
Changes from principal transactions:
	Total unit transactions		(1,313)	(381)	381	504
Increase (decrease) in assets derived from principal
	transactions		(1,313)	(381)	381	504
Total increase (decrease)			269	(364)	421	639
Net assets at September 30, 2003			$ 17,270	$ 20	$ 546	$ 1,043


Net assets at January 1, 2004			18,645	49	853	1,199

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(12)	-	(3)	7
	Net realized gain (loss) on investments
		and capital gains distributions	(339)	7	117	31
	Net unrealized appreciation (depreciation) of investments		614	(4)	(79)	19
Net increase (decrease) in net assets from operations			263	3	35	57
Changes from principal transactions:
	Total unit transactions		(3,093)	(52)	(888)	955
Increase (decrease) in assets derived from principal
	transactions		(3,093)	(52)	(888)	955
Total increase (decrease)			(2,830)	(49)	(853)	1,012
Net assets at September 30, 2004			$ 15,815	$ -	$ -	$ 2,211

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

					ING VP	ING VP
			ING VP	ING VP	MidCap	MidCap
			MagnaCap	MagnaCap	Opportunities	Opportunities
			- Class I	- Class S	- Class I	- Class S
Net assets at January 1, 2003			$ 27	$ 490	$ 76	$ 2,583

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	(2)	(5)	(33)
	Net realized gain (loss) on investments
		and capital gains distributions	(4)	(50)	119	(176)
	Net unrealized appreciation (depreciation) of investments		8	116	59	795
Net increase (decrease) in net assets from operations			4	64	173	586
Changes from principal transactions:
	Total unit transactions		1	105	967	1,642
Increase (decrease) in assets derived from principal
	transactions		1	105	967	1,642
Total increase (decrease)			5	169	1,140	2,228
Net assets at September 30, 2003			$ 32	$ 659	$ 1,216	$ 4,811


Net assets at January 1, 2004			42	928	905	6,818

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	(1)	(4)	(86)
	Net realized gain (loss) on investments
		and capital gains distributions	-	(5)	134	228
	Net unrealized appreciation (depreciation) of investments		-	11	(128)	(576)
Net increase (decrease) in net assets from operations			-	5	2	(434)
Changes from principal transactions:
	Total unit transactions		72	444	(367)	2,801
Increase (decrease) in assets derived from principal
	transactions		72	444	(367)	2,801
Total increase (decrease)			72	449	(365)	2,367
Net assets at September 30, 2004			$ 114	$ 1,377	$ 540	$ 9,185

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

				ING VP	ING VP
				SmallCap	SmallCap
			ING VP	Opportunities	Opportunities	Janus Aspen
			Real Estate	- Class R	- Class S	Balanced
Net assets at January 1, 2003			$ -	$ 58	$ 1,772	$ 197,825

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	-	(20)	612
	Net realized gain (loss) on investments
		and capital gains distributions	-	-	(457)	(2,096)
	Net unrealized appreciation (depreciation) of investments		-	10	888	12,344
Net increase (decrease) in net assets from operations			-	10	411	10,860
Changes from principal transactions:
	Total unit transactions		-	1,182	851	(19,104)
Increase (decrease) in assets derived from principal
	transactions		-	1,182	851	(19,104)
Total increase (decrease)			-	1,192	1,262	(8,244)
Net assets at September 30, 2003			$ -	$ 1,250	$ 3,034	$ 189,581


Net assets at January 1, 2004			-	1,392	4,528	186,531

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	(2)	(46)	(270)
	Net realized gain (loss) on investments
		and capital gains distributions	-	(4)	344	314
	Net unrealized appreciation (depreciation) of investments		1	11	(620)	1,783
Net increase (decrease) in net assets from operations			1	5	(322)	1,827
Changes from principal transactions:
	Total unit transactions		396	(1,241)	204	(30,704)
Increase (decrease) in assets derived from principal
	transactions		396	(1,241)	204	(30,704)
Total increase (decrease)			397	(1,236)	(118)	(28,877)
Net assets at September 30, 2004			$ 397	$ 156	$ 4,410	$ 157,654

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			Janus Aspen		Janus Aspen	Janus Aspen
			Flexible	Janus Aspen	MidCap	Worldwide
			Income	Growth	Growth	Growth
Net assets at January 1, 2003			$ 28,392	$ 98,503	$ 77,233	$ 198,280

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		392	(902)	(701)	(167)
	Net realized gain (loss) on investments
		and capital gains distributions	478	(4,237)	(5,299)	(11,407)
	Net unrealized appreciation (depreciation) of investments		429	18,981	20,561	26,759
Net increase (decrease) in net assets from operations			1,299	13,842	14,561	15,185
Changes from principal transactions:
	Total unit transactions		(4,250)	(12,935)	(8,935)	(28,337)
Increase (decrease) in assets derived from principal
	transactions		(4,250)	(12,935)	(8,935)	(28,337)
Total increase (decrease)			(2,951)	907	5,626	(13,152)
Net assets at September 30, 2003			$ 25,441	$ 99,410	$ 82,859	$ 185,128


Net assets at January 1, 2004			22,158	105,326	88,717	190,923

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		288	(853)	(772)	(809)
	Net realized gain (loss) on investments
		and capital gains distributions	506	(670)	1,286	(3,418)
	Net unrealized appreciation (depreciation) of investments		(448)	(4,056)	2,762	(5,925)
Net increase (decrease) in net assets from operations			346	(5,579)	3,276	(10,152)
Changes from principal transactions:
	Total unit transactions		(5,685)	(16,666)	(10,652)	(31,593)
Increase (decrease) in assets derived from principal
	transactions		(5,685)	(16,666)	(10,652)	(31,593)
Total increase (decrease)			(5,339)	(22,245)	(7,376)	(41,745)
Net assets at September 30, 2004			$ 16,819	$ 83,081	$ 81,341	$ 149,178

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			Lord Abbett	Lord Abbett	MFS®	MFS®
			Growth and	MidCap	Strategic	Total
			Income	Value	Income	Return
Net assets at January 1, 2003			$ 422	$ 474	$ 2,720	$ 91,725

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(6)	(5)	125	722
	Net realized gain (loss) on investments
		and capital gains distributions	(11)	(22)	49	(780)
	Net unrealized appreciation (depreciation) of investments		105	119	5	6,834
Net increase (decrease) in net assets from operations			88	92	179	6,776
Changes from principal transactions:
	Total unit transactions		1,100	416	(312)	1,258
Increase (decrease) in assets derived from principal
	transactions		1,100	416	(312)	1,258
Total increase (decrease)			1,188	508	(133)	8,034
Net assets at September 30, 2003			$ 1,610	$ 982	$ 2,587	$ 99,759


Net assets at January 1, 2004			3,110	1,217	2,524	110,405

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(34)	(11)	101	797
	Net realized gain (loss) on investments
		and capital gains distributions	244	69	52	126
	Net unrealized appreciation (depreciation) of investments		(263)	73	(81)	2,399
Net increase (decrease) in net assets from operations			(53)	131	72	3,322
Changes from principal transactions:
	Total unit transactions		2,397	1,308	(199)	11,056
Increase (decrease) in assets derived from principal
	transactions		2,397	1,308	(199)	11,056
Total increase (decrease)			2,344	1,439	(127)	14,378
Net assets at September 30, 2004			$ 5,454	$ 2,656	$ 2,397	$ 124,783

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)


			Oppenheimer	Oppenheimer	Oppenheimer	Oppenheimer
			Aggressive	Global	Main	Strategic
			Growth	Securities	Street®	Bond
Net assets at January 1, 2003			$ 23,930	$ 15,177	$ 48,801	$ 32,735

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(241)	(24)	(18)	1,949
	Net realized gain (loss) on investments
		and capital gains distributions	(982)	(915)	(1,463)	427
	Net unrealized appreciation (depreciation) of investments		5,312	4,027	7,275	1,793
Net increase (decrease) in net assets from operations			4,089	3,088	5,794	4,169
Changes from principal transactions:
	Total unit transactions		(1,280)	1,400	2,211	2,300
Increase (decrease) in assets derived from principal
	transactions		(1,280)	1,400	2,211	2,300
Total increase (decrease)			2,809	4,488	8,005	6,469
Net assets at September 30, 2003			$ 26,739	$ 19,665	$ 56,806	$ 39,204


Net assets at January 1, 2004			29,115	29,539	65,121	42,500

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(288)	118	(97)	1,896
	Net realized gain (loss) on investments
		and capital gains distributions	9	354	(2)	586
	Net unrealized appreciation (depreciation) of investments		1,834	(81)	(283)	(1,334)
Net increase (decrease) in net assets from operations			1,555	391	(382)	1,148
Changes from principal transactions:
	Total unit transactions		(1,539)	7,720	(425)	5,563
Increase (decrease) in assets derived from principal
	transactions		(1,539)	7,720	(425)	5,563
Total increase (decrease)			16	8,111	(807)	6,711
Net assets at September 30, 2004			$ 29,131	$ 37,650	$ 64,314	$ 49,211

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

				Pioneer		Pioneer
				Equity	Pioneer	MidCap
			PIMCO VIT	Income	Fund	Value
			Real Return	VCT	VCT	VCT
Net assets at January 1, 2003			$ -	$ 153	$ 1	$ 30

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	2	-	-
	Net realized gain (loss) on investments
		and capital gains distributions	-	(8)	-	10
	Net unrealized appreciation (depreciation) of investments		-	24	-	7
Net increase (decrease) in net assets from operations			-	18	-	17
Changes from principal transactions:
	Total unit transactions		-	49	(1)	261
Increase (decrease) in assets derived from principal
	transactions		-	49	(1)	261
Total increase (decrease)			-	67	(1)	278
Net assets at September 30, 2003			$ -	$ 220	$ -	$ 308


Net assets at January 1, 2004			-	253	4	739

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		-	5	-	(4)
	Net realized gain (loss) on investments
		and capital gains distributions	-	24	-	80
	Net unrealized appreciation (depreciation) of investments		1	-	-	49
Net increase (decrease) in net assets from operations			1	29	-	125
Changes from principal transactions:
	Total unit transactions		112	461	6	1,233
Increase (decrease) in assets derived from principal
	transactions		112	461	6	1,233
Total increase (decrease)			113	490	6	1,358
Net assets at September 30, 2004			$ 113	$ 743	$ 10	$ 2,097

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Statements of Changes in Net Assets

For the nine months ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

				SP
				William Blair		Wanger U.S.
			Prudential	International	UBS U.S.	Smaller
			Jennison	Growth	Allocation	Companies
Net assets at January 1, 2003			$ 427	$ 214	$ 9,725	$ -

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(5)	(5)	(10)	-
	Net realized gain (loss) on investments
		and capital gains distributions	(4)	72	(165)	-
	Net unrealized appreciation (depreciation) of investments		84	48	1,374	-
Net increase (decrease) in net assets from operations			75	115	1,199	-
Changes from principal transactions:
	Total unit transactions		249	721	(255)	-
Increase (decrease) in assets derived from principal
	transactions		249	721	(255)	-
Total increase (decrease)			324	836	944	-
Net assets at September 30, 2003			$ 751	$ 1,050	$ 10,669	$ -


Net assets at January 1, 2004			859	3,269	11,708	-

Increase (decrease) in net assets
Operations:
	Net investment income (loss)		(9)	(37)	(26)	-
	Net realized gain (loss) on investments
		and capital gains distributions	67	197	12	-
	Net unrealized appreciation (depreciation) of investments		(88)	(133)	184	3
Net increase (decrease) in net assets from operations			(30)	27	170	3
Changes from principal transactions:
	Total unit transactions		267	1,396	(1,385)	72
Increase (decrease) in assets derived from principal
	transactions		267	1,396	(1,385)	72
Total increase (decrease)			237	1,423	(1,215)	75
Net assets at September 30, 2004			$ 1,096	$ 4,692	$ 10,493	$ 75

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

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Organization

ING Life Insurance and Annuity Company Variable Annuity Account B (the "Account") was established by ING Insurance Company of America ("ILIAC" or the "Company") to support the operations of variable annuity contracts ("Contracts"). The Company is an indirect wholly owned subsidiary of ING America Insurance Holdings, Inc. ("ING AIH"), an insurance holding company domiciled in the State of Delaware. ING AIH is a wholly owned subsidiary of ING Groep, N.V., a global financial services holding company based in The Netherlands.

The Account is registered as a unit investment trust with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. The account is sold exclusively for use with variable annuity Contracts that may be entitled to tax-deferred treatment under specific sections of the Internal Revenue Code of 1986, as amended. ILIAC provides for variable accumulation and benefits under the Contracts by crediting annuity considerations to one or more divisions within the Account or the fixed separate account, which is not part of the Account, as directed by the Contractowners. The portion of the Account's assets applicable to Contracts will not be charged with liabilities arising out of any other business ILIAC may conduct, but obligations of the Account, including the promise to make benefit payments, are obligations of ILIAC. The assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of ILIAC.

At September 30, 2004, the Account had 120 investment divisions (the "Divisions"), 52 of which invest in independently managed mutual funds and 68 of which invest in mutual funds managed by affiliates, either ING Investments, LLC or ING Life Insurance and Annuity Company. The assets in each Division are invested in shares of a designated fund ("Fund") of various investment trusts (the "Trusts"). Investment Divisions at September 30, 2004, and related Trusts are as follows:

AIM Variable Insurance Funds:

AIM V.I. Capital Appreciation Fund - Series I Shares

AIM V.I. Core Equity Fund - Series I Shares

AIM V.I. Government Securities Fund - Series I Shares

AIM V.I. Growth Fund - Series I Shares

AIM V.I. Premier Equity Fund - Series I Shares

Alger American Funds:

Alger American Balanced Portfolio

Alger American Income & Growth Portfolio

Alger American Leveraged AllCap Portfolio

AllianceBernstein Variable Products Series Fund, Inc.:

AllianceBernstein VPSF Growth and Income Class A

AllianceBernstein VPSF Premier Growth Class A

AllianceBernstein VPSF Quasar Class A

American Century® Investments:

American Century® VP Balanced Fund

American Century® VP International Fund

Calvert Social Balanced Portfolio

Federated Insurance Series:

Federated American Leaders Fund II

Federated Capital Income Fund II

Federated Equity Income Fund II

Federated Fund for U.S. Government Securities II

Federated Growth Strategies Fund II

Federated High Income Bond Fund II

Federated International Equity Fund II

Federated Mid Cap Growth Strategies Fund II**

Federated Prime Money Fund II

Fidelity® Variable Insurance Products Fund:

Fidelity® VIP Asset Manager^SM Portfolio - Initial Class

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Fidelity® Variable Insurance Products Fund (continued):

Fidelity® VIP Contrafund® Portfolio - Initial Class

Fidelity® VIP Equity-Income Portfolio - Initial Class

Fidelity® VIP Growth Portfolio - Initial Class

Fidelity® VIP High Income Portfolio - Initial Class

Fidelity® VIP Index 500 Portfolio - Initial Class

Fidelity® VIP Investment Grade Bond Portfolio - Initial Class

Fidelity® VIP Overseas Portfolio - Initial Class

Franklin Templeton Variable Insurance Products Trust:

Franklin Small Cap Value Securities Fund - Class 2

ING GET Fund:

ING GET Fund - Series G

ING GET Fund - Series H

ING GET Fund - Series I

ING GET Fund - Series J

ING GET Fund - Series K

ING GET Fund - Series L

ING GET Fund - Series M

ING GET Fund - Series N

ING GET Fund - Series P

ING GET Fund - Series Q

ING GET Fund - Series R

ING GET Fund - Series S

ING GET Fund - Series T

ING GET Fund - Series U

ING GET Fund - Series V*

ING VP Balanced Portfolio, Inc. - Class I

ING VP Emerging Markets Fund

ING VP Intermediate Bond Portfolio - Class I

ING VP Money Market Portfolio - Class I

ING VP Natural Resources Trust

ING Investors Trust:

ING Julius Baer Foreign Portfolio - Service Class**

ING MFS Total Return Portfolio - Service Class*

ING T. Rowe Price Equity Income Portfolio - Service Class*

ING Partners, Inc.:

ING Aeltus Enhanced Index Portfolio - Service Class*

ING Alger Aggressive Growth Portfolio - Service Class

ING Alger Growth Portfolio - Service Class

ING Partners, Inc. (continued):

ING American Century Small Cap Value Portfolio - Service Class

ING Baron Small Cap Growth Portfolio - Service Class

ING Goldman Sachs® Capital Growth Portfolio - Service Class

ING JPMorgan International Portfolio - Initial Class

ING JPMorgan Mid Cap Value Portfolio - Service Class

ING MFS Capital Opportunities Portfolio - Initial Class

ING MFS Global Growth Portfolio - Service Class

ING MFS Research Equity Portfolio - Initial Class

ING OpCap Balanced Value Portfolio - Service Class

ING PIMCO Total Return Portfolio - Service Class

ING Salomon Brothers Aggressive Growth Portfolio - Initial Class

ING Salomon Brothers Fundamental Value Portfolio - Service Class

ING Salomon Brothers Investors Value Portfolio - Service Class

ING T. Rowe Price Growth Equity Portfolio - Initial Class

ING UBS Tactical Asset Allocation Portfolio - Service Class

ING Van Kampen Comstock Portfolio - Service Class

ING Strategic Allocation Portfolios, Inc.:

ING VP Strategic Allocation Balanced Portfolio - Class I

ING VP Strategic Allocation Growth Portfolio - Class I

ING VP Strategic Allocation Income Portfolio - Class I

ING Variable Funds:

ING VP Growth and Income Portfolio - Class I

ING Variable Insurance Trust:

ING GET U.S. Core Portfolio - Series 1*

ING GET U.S. Core Portfolio - Series 2*

ING GET U.S. Core Portfolio - Series 3*

ING GET U.S. Core Portfolio - Series 4**

ING GET U.S. Core Portfolio - Series 5**

ING GET U.S. Core Portfolio - Series 6**

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

ING Variable Portfolios, Inc.:

ING VP Growth Portfolio - Class I

ING VP Index Plus LargeCap Portfolio - Class I

ING VP Index Plus MidCap Portfolio - Class I

ING VP Index Plus SmallCap Portfolio - Class I

ING VP International Equity Portfolio - Class I

ING VP Small Company Portfolio - Class I

ING VP Global Science and Technology Portfolio - Class I

ING VP Value Opportunity Portfolio - Class I

ING Variable Products Trust:

ING VP International Value Portfolio - Class I

ING VP MagnaCap Portfolio - Class I

ING VP MagnaCap Portfolio - Class S

ING VP MidCap Opportunities Portfolio - Class I

ING VP MidCap Opportunities Portfolio - Class S

ING VP Real Estate Portfolio - Class I**

ING VP SmallCap Opportunities Portfolio - Class I

ING VP SmallCap Opportunities Portfolio - Class S

Janus Aspen Series:

Janus Aspen Balanced Portfolio - Inst Shares

Janus Aspen Flexible Income Portfolio - Inst Shares

Janus Aspen Growth Portfolio - Inst Shares

Janus Aspen Mid Cap Growth Portfolio - Inst Shares

Janus Aspen Worldwide Growth Portfolio - Inst Shares

Lord Abbett Funds:

Lord Abbett Growth and Income Portfolio

Lord Abbett Mid-Cap Value Portfolio

MFS® Funds:

MFS ® Strategic Income Series

MFS® Total Return Series - Initial Class

Oppenheimer Variable Account Funds:

Oppenheimer Aggressive Growth Fund/VA

Oppenheimer Global Securities Fund/VA

Oppenheimer Main Street® Fund/VA

Oppenheimer Strategic Bond Fund/VA

Pioneer Variable Contracts Trust:

Pioneer Equity Income VCT Portfolio - Class I

Pioneer Fund VCT Portfolio - Class I

Pioneer Mid Cap Value VCT Portfolio - Class I

PIMCO VIT Real Return Portfolio - Admin Class**

Prudential Series Fund, Inc.:

Jennison Portfolio - Class II Shares

SP William Blair International Growth Portfolio - Class II Shares

Wanger Advisors Trust:

Wanger U.S. Smaller Companies

UBS Series Trust:

UBS Tactical Allocation Portfolio - Class I

* Investment Division added in 2003

** Investment Division added in 2004

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

The names of certain Divisions were changed during 2004. The following is a summary of current and former names for those Divisions:

Current Name

Former Name

ING VP Balanced Portfolio, Inc. - Class I

ING VP Balanced Portfolio, Inc. - Class R

ING VP Intermediate Bond Portfolio - Class I

ING VP Bond Portfolio - Class R

ING VP Money Market Portfolio - Class I

ING VP Money Market Portfolio - Class R

ING Partners, Inc.:

ING Partners, Inc.:

ING UBS U.S. Allocation Portfolio

ING UBS Tactical Allocation Portfolio - Service Class

ING UBS U.S. Large Cap Equity Portfolio - Initial

ING MFS Research Equity Portfolio - Initial Class

Class

ING Strategic Allocation Portfolios, Inc.:

ING Generations Portfolio, Inc.:

ING VP Strategic Allocation Balanced Portfolio -

ING VP Strategic Allocation Balanced Portfolio -

Class I

Class R

ING VP Strategic Allocation Growth Portfolio -

ING VP Strategic Allocation Growth Portfolio -

Class I

Class R

ING VP Strategic Allocation Income Portfolio -

ING VP Strategic Allocation Income Portfolio -

Class I

Class R

ING Variable Funds:

ING Variable Funds:

ING VP Growth and Income Portfolio - Class I

ING VP Growth and Income Portfolio - Class R

ING Variable Portfolios, Inc.:

ING Variable Portfolios, Inc.:

ING VP Growth Portfolio - Class I

ING VP Growth Portfolio - Class R

ING VP Index Plus LargeCap Portfolio - Class I

ING VP Index Plus LargeCap Portfolio - Class R

ING VP Index Plus MidCap Portfolio - Class I

ING VP Index Plus MidCap Portfolio - Class R

ING VP Index Plus SmallCap Portfolio - Class I

ING VP Index Plus SmallCap Portfolio - Class R

ING VP International Equity Portfolio - Class I

ING VP International Equity Portfolio - Class R

ING VP Small Company Portfolio - Class I

ING VP Small Company Portfolio - Class R

ING VP Global Science and Technology Portfolio -

ING VP Technology Portfolio - Class R

Class I

ING VP Value Opportunity Portfolio - Class I

ING VP Value Opportunity Portfolio - Class R

ING Variable Products Trust:

ING Variable Products Trust:

ING VP International Value Portfolio - Class I

ING VP International Value Portfolio - Class R

ING VP MagnaCap Portfolio - Class I

ING VP MagnaCap Portfolio - Class R

ING VP MidCap Opportunities Portfolio - Class I

ING VP MidCap Opportunities Portfolio - Class R

ING VP SmallCap Opportunities Portfolio - Class I

ING VP SmallCap Opportunities Portfolio - Class R

MFS® Funds:

MFS® Funds:

MFS® Strategic Income Series

MFS® Global Governments Series

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Significant Accounting Policies

The following is a summary of the significant accounting policies of the Account:

Use of Estimates

The preparation of the 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 those estimates.

Investments

Investments are made in shares of a Fund and are recorded at fair value, determined by the net asset value per share of the respective Fund. Investment transactions in each Fund are recorded on the trade date. Distributions of net investment income and capital gains from each Fund are recognized on the ex-distribution date. Realized gains and losses on redemptions of the shares of the Fund are determined by specific identification. The difference between cost and current market value is recorded as unrealized appreciation or depreciation of investments.

Federal Income Taxes

Operations of the Account form a part of, and are taxed with, the total operations of ILIAC, which is taxed as a life insurance company under the Internal Revenue Code. Earnings and realized capital gains of the Account attributable to the Contractowners are excluded in the determination of the federal income tax liability of ILIAC.

Annuity Reserves

Prior to the annuity date, the Contracts are redeemable for the net cash surrender value of the Contracts. The annuity reserves are recorded in the financial statements at the aggregate account values of the Contractholders invested in the Account Divisions. Annuity reserves held in the Account for currently payable contracts are computed according to the Progressive Annuity, a49, 1971 Individual Annuity Mortality, 1971 Group Annuity Mortality, 1983a, and 1983 Group Annuity Mortality tables using various assumed interest rates not to exceed seven percent. Mortality experience is monitored by the Company. Charges to annuity reserves for mortality experience are reimbursed to the Company if the reserves required are less than originally estimated. If additional reserves are required, the Company reimburses the Account. Conversely, if amounts allocated exceed amounts required, transfers may be made to ILIAC.

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Charges and Fees

Under the terms of the Contracts, certain charges are allocated to the Contracts to cover ILIAC's expenses in connection with the issuance and administration of the Contracts. Following is a summary of these charges:

Mortality and Expense Risk Charges

ILIAC assumes mortality and expense risks related to the operations of the Account and, in accordance with the terms of the Contracts, deducts a daily charge from the assets of the Account.

Daily charges are deducted at annual rates of up to 1.90% of the average daily net asset value of each Division of the Account to cover these risks, as specified in the Contract.

Administrative Charges

A daily charge at an annual rate of up to 0.50% of the assets attributable to the Contracts is deducted, as specified in the Contract.

Contract Maintenance Charges

An annual contract or certificate maintenance fee of up to $20 may be deducted from the accumulation value of Contracts to cover ongoing administrative expenses, as specified in the Contract.

Contingent Deferred Sales Charges

For certain Contracts, a contingent deferred sales charge is imposed as a percentage that ranges up to 7% of each premium payment if the Contract is surrendered or an excess partial withdrawal is taken, as specified in the Contract.

Premium Taxes

For certain Contracts, premium taxes are deducted, where applicable, from the accumulation value of each Contract. The amount and timing of the deduction depends on the Contractowner's state of residence and currently ranges up to 4.0% of premiums.

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Related Party Transactions

During the nine months ended September 30, 2004, management fees were paid indirectly to ING Investments, LLC, an affiliate of the Company, in its capacity as investment adviser to the ING GET Fund, ING Balanced Portfolio, Inc., ING VP Emerging Markets Fund, ING VP Natural Resources Trust, ING VP Money Market Portfolio, ING Strategic Allocation Portfolios, Inc., ING Variable Funds, ING VP Intermediate Bond Portfolio, ING Variable Portfolios, Inc., and ING Variable Products Trust. The annual fee rate ranged from 0.25% to 1.00% of the average net assets of each respective Fund or Fund of the Trust. In addition, management fees were paid to ILIAC, an affiliate, in its capacity as investment adviser to ING Partners, Inc. The annual fee rate ranged from 0.50% to 1.00% of the average net assets of each respective Fund of the Trust.

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Purchases and Sales of Investment Securities

The aggregate cost of purchases and proceeds from sales of investments follows:

Nine months ended September 30

2004

2003

Purchases

Sales

Purchases

Sales

(Dollars in Thousands)

AIM Variable Insurance Funds:

AIM V.I. Capital Appreciation

$           591

$        2,787

$        1,482

$        2,340

AIM V.I. Core Equity

           2,401

           6,688

           2,142

           3,490

AIM V.I. Government Securities

           3,310

           4,377

           5,703

         13,588

AIM V.I. Growth

           1,016

           2,420

              793

           2,327

AIM V.I. Premier Equity

              245

           6,461

              916

           6,485

Alger American Funds:

Alger American Balanced

              171

              572

              130

              545

Alger American Income & Growth

              105

           1,427

                67

              810

Alger American Leveraged AllCap

                22

           1,363

                  2

              843

AllianceBernstein Variable Products

Series Fund, Inc.:

AllianceBernstein VPSF Growth and Income

           9,355

           2,279

           5,160

           3,078

AllianceBernstein VPSF Premier Growth

              985

           1,248

           1,444

           1,162

AllianceBernstein VPSF Quasar

           1,874

           1,631

           2,021

              540

American Century® Investments:

American Century® VP Balanced

                64

              274

                40

              171

American Century® VP International

                  8

              167

                20

              414

Calvert Social Balanced

              239

              401

              365

              355

Federated Insurance Series:

Federated American Leaders

           1,165

         10,315

           1,093

           8,652

Federated Capital Income

              358

           1,492

              518

           1,378

Federated Equity Income

              310

           2,481

              554

           1,735

Federated Fund for U.S. Government Securities

           1,201

           3,836

           1,153

           3,051

Federated High Income Bond

           2,446

           5,813

           1,542

           3,370

Federated International Equity

                61

           1,124

              230

           1,034

Federated Mid Cap Growth Strategies

                46

           2,167

              348

           2,100

Federated Prime Money

              923

           2,072

           2,015

           3,651

Fidelity® Variable Insurance Products Fund:

Fidelity® VIP Asset Manager^SM

           1,156

           1,581

           1,416

           1,613

Fidelity® VIP Contrafund®

         23,688

         10,050

         18,890

         20,367

Fidelity® VIP Equity-Income

         25,324

         18,123

         32,776

         31,687

Fidelity® VIP Growth

           6,333

         14,071

           7,005

         11,257

Fidelity® VIP High Income

         11,624

         17,362

         24,025

         15,431

Fidelity® VIP Index 500

           2,780

           9,981

           6,273

         10,859

Fidelity® VIP Investment Grade Bond

              211

              279

              221

              638

Fidelity® VIP Overseas

           6,783

           6,796

         18,024

         16,119

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Nine months ended September 30

2004

2003

Purchases

Sales

Purchases

Sales

(Dollars in Thousands)

Franklin Templeton Variable Insurance Products Trust:

Franklin Small Cap Value Securities

$        1,594

$           180

$           311

$           255

ING GET Fund:

ING GET Fund - Series D

           3,233

         86,466

           4,043

         10,346

ING GET Fund - Series E

         15,758

       239,577

         10,996

         28,827

ING GET Fund - Series G

           5,931

         22,728

           6,123

         19,357

ING GET Fund - Series H

           4,437

         17,729

           4,789

         13,671

ING GET Fund - Series I

           2,795

         12,160

           2,874

           8,478

ING GET Fund - Series J

           2,510

         11,032

           2,414

           9,046

ING GET Fund - Series K

           2,416

         10,584

           2,775

           9,421

ING GET Fund - Series L

           2,474

         13,324

           3,075

           8,484

ING GET Fund - Series M

           3,742

         15,032

           4,188

         16,992

ING GET Fund - Series N

           3,220

         12,480

           2,259

         13,254

ING GET Fund - Series P

           1,932

           8,533

           1,839

         15,560

ING GET Fund - Series Q

           1,844

           5,391

              692

         10,310

ING GET Fund - Series R

           1,197

           4,370

              124

           6,095

ING GET Fund - Series S

           1,978

           7,151

                81

           8,185

ING GET Fund - Series T

           1,405

           3,357

              258

           8,242

ING GET Fund - Series U

           1,821

           3,065

         42,784

         14,576

ING GET Fund - Series V

              741

         17,661

         84,510

           3,919

ING VP Balanced

         19,550

         14,457

         10,926

         15,145

ING VP Intermediate Bond

         32,736

         29,299

         17,595

         35,259

ING VP Emerging Markets

                   -

              125

                   -

                82

ING VP Money Market

       144,850

       121,140

       219,984

       272,295

ING VP Natural Resources

                80

              284

                29

              226

ING Investors Trust:

ING Julius Baer Foreign

                11

                   -

                   -

                   -

ING MFS Total Return

              992

              290

                23

                   -

ING T. Rowe Price Equity Income

              929

                89

              584

                   -

ING Partners, Inc.:

ING Aeltus Enhanced Index

              106

                37

                43

                26

ING Alger Aggressive Growth

              637

              829

           2,485

           2,307

ING Alger Growth

              106

                58

           1,112

              839

ING American Century Small Cap Value

              428

              191

              336

                88

ING Baron Small Cap Growth

           1,071

              622

              954

              179

ING Goldman Sachs® Capital Growth

              257

                  2

                  5

                  4

ING JPMorgan International

         18,404

         12,067

       142,565

       142,478

ING JPMorgan Mid Cap Value

           1,094

                89

              371

                  8

ING MFS Capital Opportunities

           1,508

           5,697

         19,652

         23,541

ING MFS Global Growth

              113

              113

                10

                  4

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Nine months ended September 30

2004

2003

Purchases

Sales

Purchases

Sales

(Dollars in Thousands)

ING Partners, Inc. (continued):

ING OpCap Balanced Value

$        1,006

$           340

$           720

$             47

ING PIMCO Total Return

           1,171

              579

           1,829

              839

ING Salomon Brothers Aggressive Growth

           3,843

         10,144

           8,839

         12,279

ING Salomon Brothers Fundamental Value

              819

              547

         20,944

         20,640

ING Salomon Brothers Investors Value

              378

              187

              130

                18

ING T. Rowe Price Growth Equity

           4,971

           9,945

           7,345

           9,373

ING UBS U.S. Allocation

                75

                21

                  1

                   -

ING UBS U.S. Large Cap Equity

           2,941

           6,414

              689

           6,151

ING Van Kampen Comstock

              991

              163

              452

              100

ING Strategic Allocation Portfolios, Inc.:

ING VP Strategic Allocation Balanced

           5,187

           2,535

           1,569

           2,285

ING VP Strategic Allocation Growth

           1,305

           1,892

           2,004

           1,150

ING VP Strategic Allocation Income

           2,143

           3,661

           1,803

           3,929

ING Variable Funds:

ING VP Growth and Income

         13,171

         55,456

         11,405

         57,350

ING Variable Insurance Trust:

ING GET U.S. Core Portfolio - Series 1

              192

           2,795

         26,932

              843

ING GET U.S. Core Portfolio - Series 2

                45

           2,901

           1,293

                  1

ING GET U.S. Core Portfolio - Series 3

         62,472

           6,977

                   -

                   -

ING GET U.S. Core Portfolio - Series 4

           8,662

              505

                   -

                   -

ING GET U.S. Core Portfolio - Series 5

           5,078

                40

                   -

                   -

ING GET U.S. Core Portfolio - Series 6

       110,744

         11,016

                   -

                   -

ING Variable Portfolios, Inc.:

ING VP Global Science and Technology

           6,344

           8,398

           7,259

           5,847

ING VP Growth

           1,190

           5,296

           2,329

           5,345

ING VP Index Plus LargeCap

         15,263

         26,543

         23,450

         28,975

ING VP Index Plus MidCap

           2,185

           1,953

           6,676

           8,215

ING VP Index Plus SmallCap

           2,379

           2,062

           2,066

           1,675

ING VP International Equity

           4,669

           2,842

         13,033

         12,871

ING VP Small Company

         14,924

         17,523

         26,575

         23,222

ING VP Value Opportunity

           1,252

           4,357

           1,146

           2,480

ING Variable Products Trust:

ING VP Growth Opportunities - Class R

                  5

                57

              179

              562

ING VP Growth Opportunities - Class S

              121

           1,012

              453

                74

ING VP International Value

           1,091

              129

              575

                65

ING VP MagnaCap - Class I

                73

                  1

                20

                19

ING VP MagnaCap - Class S

              626

              183

              259

              156

ING VP MidCap Opportunities - Class I

              591

              962

           3,688

           2,726

ING VP MidCap Opportunities - Class S

           4,246

           1,531

           2,503

              894

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Nine months ended September 30

2004

2003

Purchases

Sales

Purchases

Sales

(Dollars in Thousands)

ING Variable Products Trust (continued):

ING VP Real Estate

$           396

$                -

$                -

$                -

ING VP SmallCap Opportunities - Class I

                92

           1,335

           1,229

                47

ING VP SmallCap Opportunities - Class S

           1,696

           1,538

           1,676

              845

Janus Aspen Series:

Janus Aspen Balanced

           2,548

         33,522

           7,035

         25,527

Janus Aspen Flexible Income

           1,919

           7,173

           3,941

           7,799

Janus Aspen Growth

           1,682

         19,201

           2,480

         16,317

Janus Aspen Mid Cap Growth

           2,184

         13,608

         21,886

         31,522

Janus Aspen Worldwide Growth

           6,973

         39,375

           9,345

         37,849

Lord Abbett Series Fund, Inc.:

Lord Abbett Growth and Income

           4,019

           1,656

           1,181

                87

Lord Abbett Mid-Cap Value

           1,589

              292

              587

              176

MFS® Funds:

MFS ® Strategic Income

              512

              610

              991

           1,178

MFS® Total Return

         17,821

           5,968

           9,224

           7,244

Oppenheimer Variable Account Funds:

Oppenheimer Aggressive Growth

           2,405

           4,232

           2,404

           3,925

Oppenheimer Global Securities

         12,220

           4,382

           6,863

           5,487

Oppenheimer Main Street®

           8,495

           9,017

           8,513

           6,320

Oppenheimer Strategic Bond

         13,496

           6,037

         12,308

           8,059

PIMCO VIT Real Estate Return

              112

                   -

                   -

                   -

Pioneer Variable Contracts Trust:

Pioneer Equity Income VCT

              593

              127

              106

                55

Pioneer Fund VCT

                  6

                   -

                   -

                  1

Pioneer Mid Cap Value VCT

           1,661

              417

              324

                63

Prudential Series Fund, Inc.:

Prudential Jennison

              585

              327

              556

              312

SP William Blair International Growth

           2,775

           1,416

           2,264

           1,548

UBS Series Trust:

UBS Tactical Allocation

              514

           1,925

              446

              711

Wanger Advisors Trust:

Wanger U.S. Smaller Companies

                77

                  5

                   -

                   -

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Changes in Units

The changes in units outstanding were as follows:

Nine months ended September 30

2004

2003

Net Units

Net Units

Issued

Issued

(Redeemed)

(Redeemed)

AIM Variable Insurance Funds:

AIM V.I. Capital Appreciation

                   (239,997)

                   (165,078)

AIM V.I. Core Equity

                   (332,122)

                   (264,183)

AIM V.I. Government Securities

                     (79,266)

                   (636,295)

AIM V.I. Growth

                   (169,656)

                   (304,954)

AIM V.I. Premier Equity

                   (701,641)

                   (731,796)

Alger American Funds:

Alger American Balanced

                     (16,813)

                     (19,524)

Alger American Income & Growth

                     (58,697)

                     (38,271)

Alger American Leveraged AllCap

                     (55,634)

                     (40,546)

AllianceBernstein Variable Products Series Fund, Inc.:

AllianceBernstein VPSF Growth and Income

                    684,117

                    209,322

AllianceBernstein VPSF Premier Growth

                     (33,477)

                      57,525

AllianceBernstein VPSF Quasar

                      26,562

                    234,481

American Century® Investments:

American Century® VP Balanced

                     (11,917)

                       (9,645)

American Century® VP International

                     (10,467)

                     (32,903)

Calvert Social Balanced

                     (11,768)

                        3,199

Federated Insurance Series:

Federated American Leaders

                   (397,374)

                   (412,838)

Federated Capital Income

                   (104,271)

                   (112,718)

Federated Equity Income

                   (179,992)

                   (125,484)

Federated Fund for U.S. Government Securities

                   (192,706)

                   (147,273)

Federated High Income Bond

                   (259,348)

                   (199,862)

Federated International Equity

                     (69,998)

                     (68,996)

Federated Mid Cap Growth

                   (105,651)

                   (118,123)

Federated Prime Money

                     (89,327)

                   (126,848)

Fidelity® Variable Insurance Products Fund:

Fidelity® VIP Asset Manager^SM

                     (35,736)

                     (30,502)

Fidelity® VIP Contrafund®

                 1,255,519

                    136,213

Fidelity® VIP Equity-Income

                    744,042

                      71,863

Fidelity® VIP Growth

                   (233,244)

                   (132,677)

Fidelity® VIP High Income

                   (970,089)

                    821,204

Fidelity® VIP Index 500

                   (372,010)

                   (322,202)

Fidelity® VIP Investment Grade Bond

                     (12,556)

                     (34,407)

Fidelity® VIP Overseas

                     (14,997)

                    166,327

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Nine months ended September 30

2004

2003

Net Units

Net Units

Issued

Issued

(Redeemed)

(Redeemed)

Franklin Templeton Variable Insurance Products Trust:

Franklin Small Cap Value Securities

                    109,031

                        6,326

ING GET Fund:

ING GET Fund - Series D

                (8,494,083)

                   (900,966)

ING GET Fund - Series E

              (23,038,215)

                (2,461,880)

ING GET Fund - Series G

                (2,051,905)

                (1,699,009)

ING GET Fund - Series H

                (1,584,601)

                (1,170,263)

ING GET Fund - Series I

                (1,101,081)

                   (716,010)

ING GET Fund - Series J

                (1,002,416)

                   (803,738)

ING GET Fund - Series K

                   (942,320)

                   (782,770)

ING GET Fund - Series L

                (1,212,898)

                   (676,468)

ING GET Fund - Series M

                (1,353,382)

                (1,472,136)

ING GET Fund - Series N

                (1,033,222)

                (1,167,187)

ING GET Fund - Series P

                   (763,207)

                (1,425,272)

ING GET Fund - Series Q

                   (423,111)

                   (868,220)

ING GET Fund - Series R

                   (360,690)

                   (521,334)

ING GET Fund - Series S

                   (599,605)

                   (719,790)

ING GET Fund - Series T

                   (270,821)

                   (723,715)

ING GET Fund - Series U

                   (241,175)

                 2,929,405

ING GET Fund - Series V

                (1,696,129)

                 8,109,586

ING VP Balanced

                    441,041

                   (327,738)

ING VP Intermediate Bond

                   (259,294)

                (1,086,922)

ING VP Emerging Markets

                     (12,781)

                     (12,086)

ING VP Money Market

                 2,435,479

                (4,075,284)

ING VP Natural Resources

                     (14,418)

                     (15,508)

ING Investors Trust:

ING Julius Baer Foreign

                        1,179

                                -

ING MFS Total Return

                      61,422

                        2,186

ING T. Rowe Price Equity Income

                      68,034

                      54,368

ING Partners, Inc.:

ING Aeltus Enhanced Index

                        6,596

                        1,860

ING Alger Aggressive Growth

                     (17,780)

                      20,143

ING Alger Growth

                        4,541

                      32,058

ING American Century Small Cap Value

                      20,519

                      28,581

ING Baron Small Cap Growth

                      35,671

                      78,104

ING Goldman Sachs® Capital Growth

                      26,410

                           130

ING JPMorgan International

                    671,872

                    122,026

ING JPMorgan Mid Cap Value

                      78,650

                      34,084

ING MFS Capital Opportunities

                   (323,152)

                   (360,616)

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Nine months ended September 30

2004

2003

Net Units

Net Units

Issued

Issued

(Redeemed)

(Redeemed)

ING Partners, Inc. (continued):

ING MFS Global Growth

                           106

                           899

ING OpCap Balanced Value

                      59,230

                      68,855

ING PIMCO Total Return

                      51,253

                      92,043

ING Salomon Brothers Aggressive Growth

                   (451,480)

                   (337,936)

ING Salomon Brothers Fundamental Value

                      24,745

                      39,471

ING Salomon Brothers Investors Value

                      18,015

                      12,563

ING T. Rowe Price Growth Equity

                   (199,650)

                   (141,066)

ING UBS U.S. Allocation

                        5,188

                             94

ING UBS U.S. Large Cap Equity

                   (271,816)

                   (552,522)

ING Van Kampen Comstock

                      74,693

                      38,270

ING Strategic Allocation Portfolios, Inc.:

ING VP Strategic Allocation Balanced

                    137,513

                     (74,476)

ING VP Strategic Allocation Growth

                     (40,408)

                       (1,842)

ING VP Strategic Allocation Income

                     (98,291)

                   (172,278)

ING Variable Funds:

ING VP Growth and Income

                (1,882,445)

                (2,762,299)

ING Variable Insurance Trust:

ING GET U.S. Core Portfolio - Series 1

                   (236,108)

                 2,619,876

ING GET U.S. Core Portfolio - Series 2

                   (253,175)

                    129,241

ING GET U.S. Core Portfolio - Series 3

                 5,617,133

                                -

ING GET U.S. Core Portfolio - Series 4

                    822,584

                                -

ING GET U.S. Core Portfolio - Series 5

                    504,808

                                -

ING GET U.S. Core Portfolio - Series 6

                 9,977,731

                                -

ING Variable Portfolios, Inc.:

ING VP Global Science and Technology

                   (654,832)

                    433,629

ING VP Growth

                   (378,571)

                   (253,625)

ING VP Index Plus LargeCap

                   (750,583)

                (1,099,177)

ING VP Index Plus MidCap

                      14,153

                   (103,028)

ING VP Index Plus SmallCap

                      25,099

                      24,378

ING VP International Equity

                    223,345

                      34,430

ING VP Small Company

                   (114,374)

                    275,036

ING VP Value Opportunity

                   (183,936)

                     (96,669)

ING Variable Products Trust:

ING VP Growth Opportunities - Class R

                       (5,668)

                     (61,489)

ING VP Growth Opportunities - Class S

                   (120,422)

                      62,437

ING VP International Value

                      91,940

                      62,234

ING VP MagnaCap - Class I

                        7,967

                           158

ING VP MagnaCap - Class S

                      48,853

                      12,590

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Nine months ended September 30

2004

2003

Net Units

Net Units

Issued

Issued

(Redeemed)

(Redeemed)

ING Variable Products Trust (continued):

ING VP MidCap Opportunities - Class I

                     (37,617)

                    132,614

ING VP MidCap Opportunities - Class S

                    319,581

                    224,796

ING VP Real Estate

                      33,545

                                -

ING VP SmallCap Opportunities - Class I

                   (177,796)

                    189,670

ING VP SmallCap Opportunities - Class S

                      26,048

                    147,701

Janus Aspen Series:

Janus Aspen Balanced

                (1,752,348)

                (1,326,035)

Janus Aspen Flexible Income

                   (291,075)

                   (223,810)

Janus Aspen Growth

                (1,313,056)

                (1,166,244)

Janus Aspen Mid Cap Growth

                   (794,707)

                   (989,070)

Janus Aspen Worldwide Growth

                (2,156,286)

                (2,327,607)

Lord Abbett Series Funds, Inc.:

Lord Abbett Growth and Income

                    223,170

                      50,980

Lord Abbett Mid-Cap Value

                    117,710

                    124,072

MFS® Funds:

MFS ® Strategic Income

                     (15,465)

                     (24,078)

MFS® Total Return

                    919,396

                    139,496

Oppenheimer Variable Account Funds:

Oppenheimer Aggressive Growth

                   (171,364)

                   (220,966)

Oppenheimer Global Securities

                    437,129

                      82,310

Oppenheimer Main Street®

                      19,711

                      47,401

Oppenheimer Strategic Bond

                    413,208

                    183,232

PIMCO VIT Real Return

                      10,710

                                -

Pioneer Variable Contracts Trust:

Pioneer Equity Income VCT

                      45,127

                        5,816

Pioneer Fund VCT

                           654

                          (147)

Pioneer Mid Cap Value VCT

                      98,531

                      26,064

Prudential Series Fund, Inc.:

Prudential Jennison

                      34,093

                      36,701

SP William Blair International Growth

                    174,400

                    114,166

UBS Series Trust:

UBS Tactical Allocation

                   (160,638)

                     (38,734)

Wanger Advisors Trust

Wanger U.S. Smaller Companies

                        7,340

                                -

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Unit Summary

A summary of units outstanding at December 31, 2004 follows:

Division/Contract

Units

Unit Value

Extended Value

AIM V.I. Capital Appreciation

Currently payable annuity contracts:

$             873,976

Contracts in accumulation period:

Non-Qualified V

             4,717.298

$         8.41

                  39,672

Non-Qualified V (0.75)

           44,403.829

            8.64

                383,649

Non-Qualified XII

                997.732

            8.62

                    8,600

Non-Qualified XIII

         395,933.341

            9.10

             3,602,993

Non-Qualified XIV

         524,566.168

            8.93

             4,684,376

Non-Qualified XV

         267,130.010

            8.85

             2,364,101

Non-Qualified XVI

         186,435.212

            5.29

                986,242

Non-Qualified XVIII

         150,171.664

            5.20

                780,893

Non-Qualified XIX

         203,644.995

            5.23

             1,065,063

      1,778,000.249

$        14,789,565

AIM V.I. Core Equity

Currently payable annuity contracts:

$          4,521,426

Contracts in accumulation period:

Non-Qualified V

           46,777.075

$         7.75

                362,522

Non-Qualified V (0.75)

           94,569.153

            7.97

                753,716

Non-Qualified IX

                854.196

            7.65

                    6,535

Non-Qualified XII

             1,267.930

            7.94

                  10,067

Non-Qualified XIII

         746,322.391

            9.51

             7,097,526

Non-Qualified XIV

      1,167,162.042

            9.34

           10,901,293

Non-Qualified XV

         420,725.751

            9.25

             3,891,713

Non-Qualified XVI

         177,295.506

            6.39

             1,132,918

Non-Qualified XVIII

           87,775.670

            6.27

                550,353

Non-Qualified XIX

         290,733.551

            6.31

             1,834,529

Non-Qualified XX

                720.630

          11.94

                    8,604

      3,034,203.895

$        31,071,202

AIM V.I. Government Securities

Contracts in accumulation period:

Non-Qualified XIII

         344,305.540

$       12.52

$          4,310,705

Non-Qualified XIV

         400,679.717

          12.36

             4,952,401

Non-Qualified XV

         167,197.694

          12.27

             2,051,516

Non-Qualified XVI

           96,912.499

          11.82

             1,145,506

Non-Qualified XVIII

           54,781.662

          11.61

                636,015

Non-Qualified XIX

           96,005.150

          11.68

             1,121,340

      1,159,882.262

$        14,217,483

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

AIM V.I. Growth

Currently payable annuity contracts:

$          1,087,938

Contracts in accumulation period:

Non-Qualified V

             9,044.056

$         5.30

             47,933.00

Non-Qualified V (0.75)

           69,343.574

            5.45

                377,922

Non-Qualified IX

             4,167.224

            5.23

                  21,795

Non-Qualified XII

             1,479.371

            5.43

                    8,033

Non-Qualified XIII

         638,608.287

            6.43

             4,106,251

Non-Qualified XIV

         974,134.762

            6.31

             6,146,790

Non-Qualified XV

         306,975.443

            6.25

             1,918,597

Non-Qualified XVI

         218,820.977

            4.22

                923,425

Non-Qualified XVIII

         135,941.081

            4.14

                562,796

Non-Qualified XIX

         254,260.606

            4.17

             1,060,267

Non-Qualified XX

                974.346

          11.68

                  11,380

      2,613,749.727

$        16,273,127

AIM V.I. Premier Equity

Currently payable annuity contracts:

$          2,090,105

Contracts in accumulation period:

Non-Qualified V

             6,586.474

$         6.88

                  45,315

Non-Qualified V (0.75)

           70,985.592

            7.07

                501,868

Non-Qualified XII

             1,439.396

            7.05

                  10,148

Non-Qualified XIII

      1,044,044.398

            8.28

             8,644,688

Non-Qualified XIV

      1,753,854.769

            8.13

           14,258,839

Non-Qualified XV

         647,100.351

            8.05

             5,209,158

Non-Qualified XVI

         247,760.222

            6.20

             1,536,113

Non-Qualified XVIII

         113,422.275

            6.08

                689,607

Non-Qualified XIX

         430,807.991

            6.12

             2,636,545

      4,316,001.468

$        35,622,386

Alger American Balanced

Contracts in accumulation period:

Non-Qualified VII

           77,443.680

$       24.35

$          1,885,754

           77,443.680

$          1,885,754

Alger American Income & Growth

Contracts in accumulation period:

Non-Qualified VII

         233,156.172

$       21.54

$          5,022,184

         233,156.172

$          5,022,184

Alger American Leveraged AllCap

Contracts in accumulation period:

Non-Qualified VII

         221,730.880

$       21.98

$          4,873,645

Non-Qualified VIII

                  28.194

          16.23

                       458

         221,759.074

$          4,874,103

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

AllianceBernstein VPSF Growth and Income

Contracts in accumulation period:

Non-Qualified XIII

      1,276,633.828

$       10.32

$        13,174,861

Non-Qualified XIV

      1,361,761.002

          10.18

           13,862,727

Non-Qualified XV

         511,620.776

          10.11

             5,172,486

Non-Qualified XVI

         458,337.126

          10.38

             4,757,539

Non-Qualified XVIII

         121,956.157

          10.19

             1,242,733

Non-Qualified XIX

         396,646.255

          10.26

             4,069,591

      4,126,955.144

$        42,279,937

AllianceBernstein VPSF Premier Growth

Contracts in accumulation period:

Non-Qualified XIII

         383,191.398

$         5.14

$          1,969,604

Non-Qualified XIV

         334,793.254

            5.07

             1,697,402

Non-Qualified XV

         128,272.132

            5.04

                646,492

Non-Qualified XVI

         153,428.338

            5.42

                831,582

Non-Qualified XVIII

           66,573.934

            5.32

                354,173

Non-Qualified XIX

         268,603.626

            5.36

             1,439,715

      1,334,862.682

$          6,938,968

AllianceBernstein Small Cap Growth

Contracts in accumulation period:

Non-Qualified XIII

         148,399.913

$         8.17

$          1,212,427

Non-Qualified XIV

         165,430.491

            8.06

             1,333,370

Non-Qualified XV

           38,660.928

            8.01

                309,674

Non-Qualified XVI

           45,102.506

            7.24

                326,542

Non-Qualified XVIII

           74,257.602

            7.11

                527,972

Non-Qualified XIX

           54,234.217

            7.15

                387,775

         526,085.657

$          4,097,760

American Century® VP Balanced

Contracts in accumulation period:

Non-Qualified VII

           66,156.715

$       18.56

$          1,227,869

           66,156.715

$          1,227,869

American Century® VP International

Contracts in accumulation period:

Non-Qualified VII

           82,761.320

$       14.38

$          1,190,108

Non-Qualified VIII

                181.718

          13.12

                    2,384

           82,943.038

$          1,192,492

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

Calvert Social Balanced

Contracts in accumulation period:

Non-Qualified V

             7,731.688

$       20.61

$             159,350

Non-Qualified V (0.75)

           13,135.135

          21.51

                282,537

Non-Qualified VII

           73,486.596

          11.44

                840,687

Non-Qualified VIII

           71,425.865

          11.56

                825,683

Non-Qualified XX

                390.615

          11.74

                    4,586

         166,169.899

$          2,112,843

Federated American Leaders

Currently payable annuity contracts:

$               57,643

Contracts in accumulation period:

Non-Qualified VII

      1,811,913.383

$       23.31

           42,235,701

Non-Qualified VIII

             2,122.363

          16.86

                  35,783

      1,814,035.746

$        42,329,127

Federated Capital Income

Currently payable annuity contracts:

$               13,324

Contracts in accumulation period:

Non-Qualified VII

         401,005.993

$       13.03

             5,225,108

Non-Qualified VIII

                  62.471

          10.89

                       680

         401,068.464

$          5,239,112

Federated Equity Income

Currently payable annuity contracts:

$               78,011

Contracts in accumulation period:

Non-Qualified VII

         704,284.371

$       12.58

             8,859,897

         704,284.371

$          8,937,908

Federated Fund for US Gov't Securities

Currently payable annuity contracts:

$                 2,422

Contracts in accumulation period:

Non-Qualified VII

         441,951.627

$       15.75

             6,960,738

         441,951.627

$          6,963,160

Federated High Income Bond

Currently payable annuity contracts:

$               15,783

Contracts in accumulation period:

Non-Qualified VII

         710,144.968

$       17.11

           12,150,580

Non-Qualified VIII

                  50.356

          14.62

                       736

         710,195.324

$        12,167,099

Federated International Equity

Currently payable annuity contracts:

$               32,074

Contracts in accumulation period:

Non-Qualified VII

         392,020.175

$       14.10

             5,527,484

Non-Qualified VIII

                121.697

          13.07

                    1,591

         392,141.872

$          5,561,149

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

Federated Mid Cap Growth Strategies

Contracts in accumulation period:

Non-Qualified VII

         521,713.599

$       19.21

$        10,022,118

         521,713.599

$        10,022,118

Federated Prime Money

Contracts in accumulation period:

Non-Qualified VII

         302,249.280

$       12.51

$          3,781,138

         302,249.280

$          3,781,138

Fidelity® VIP Asset Manager^SM

Contracts in accumulation period:

Non-Qualified VII

         517,240.907

$       18.05

$          9,336,198

Non-Qualified VIII

         127,723.110

          15.14

             1,933,728

         644,964.017

$        11,269,926

Fidelity® VIP Contrafund®

Contracts in accumulation period:

Non-Qualified V

         535,706.433

$       23.03

$        12,337,319

Non-Qualified V (0.75)

         885,149.983

          24.04

           21,279,006

Non-Qualified VII

      2,817,905.375

          25.29

           71,264,827

Non-Qualified VIII

         604,206.414

          20.40

           12,325,811

Non-Qualified IX

           30,204.646

          22.60

                682,625

Non-Qualified X

           15,508.039

          23.03

                357,150

Non-Qualified XII

           55,191.971

          13.40

                739,572

Non-Qualified XIII

      2,791,262.952

          12.51

           34,918,700

Non-Qualified XIV

      2,760,829.239

          12.27

           33,875,375

Non-Qualified XV

      1,055,792.999

          12.16

           12,838,443

Non-Qualified XVI

         498,689.001

            9.66

             4,817,336

Non-Qualified XVIII

         118,796.000

            9.48

             1,126,186

Non-Qualified XIX

         535,996.186

            9.54

             5,113,404

Non-Qualified XX

           33,410.554

          12.85

                429,326

    12,738,649.792

$      212,105,080

Fidelity® VIP Equity-Income

Contracts in accumulation period:

Non-Qualified V

         532,072.257

$       19.60

$        10,428,616

Non-Qualified V (0.75)

         904,690.031

          20.47

           18,519,005

Non-Qualified VII

      3,286,007.916

          23.30

           76,563,984

Non-Qualified VIII

         776,279.788

          16.83

           13,064,789

Non-Qualified IX

           16,623.564

          19.24

                319,837

Non-Qualified X

           33,180.827

          19.60

                650,344

Non-Qualified XII

           13,178.473

          11.68

                153,925

Non-Qualified XIII

      2,288,019.737

          11.36

           25,991,904

Non-Qualified XIV

      2,668,528.997

          11.15

           29,754,098

Non-Qualified XV

         914,503.523

          11.04

           10,096,119

Non-Qualified XVI

         615,902.292

          10.59

             6,522,405

100

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

Fidelity® VIP Equity-Income (continued)

Non-Qualified XVIII

130,662.895

$ 10.40

$ 1,358,894

Non-Qualified XIX

554,527.429

10.46

5,800,357

Non-Qualified XX

           12,433.803

          12.29

                152,811

    12,746,611.532

$      199,377,088

Fidelity® VIP Growth

Contracts in accumulation period:

Non-Qualified V

         409,688.156

$       15.89

$          6,509,945

Non-Qualified V (0.75)

         682,059.429

          16.59

           11,315,366

Non-Qualified VII

      2,035,175.328

          21.66

           44,081,898

Non-Qualified VIII

         506,161.950

          14.45

             7,314,040

Non-Qualified IX

           11,327.506

          15.60

                176,709

Non-Qualified X

           13,511.634

          15.89

                214,700

Non-Qualified XII

           19,871.669

          10.01

                198,915

Non-Qualified XIII

      2,015,010.174

            7.84

           15,797,680

Non-Qualified XIV

      1,650,126.095

            7.72

           12,738,973

Non-Qualified XV

         569,454.786

            7.66

             4,362,024

Non-Qualified XVI

         796,621.039

            5.90

             4,700,064

Non-Qualified XVIII

         199,642.020

            5.79

             1,155,927

Non-Qualified XIX

         539,525.122

            5.83

             3,145,431

Non-Qualified XX

             6,337.840

          11.54

                  73,139

      9,454,512.748

$      111,784,811

Fidelity® VIP High Income

Currently payable annuity contracts:

$          2,728,477

Contracts in accumulation period:

Non-Qualified VII

      1,273,071.298

$       12.39

           15,773,353

Non-Qualified VIII

         396,557.619

          11.20

             4,441,445

Non-Qualified XIII

      1,110,597.469

            8.64

             9,595,562

Non-Qualified XIV

      1,054,943.889

            8.48

             8,945,924

Non-Qualified XV

         393,688.060

            8.40

             3,306,980

Non-Qualified XVI

         208,114.600

            9.76

             2,031,198

Non-Qualified XVIII

           57,487.456

            9.58

                550,730

Non-Qualified XIX

         147,863.474

            9.64

             1,425,404

      4,642,323.865

$        48,799,073

Fidelity® VIP Index 500

Contracts in accumulation period:

Non-Qualified VII

      2,764,311.458

$       20.37

$        56,309,024

Non-Qualified VIII

         625,345.336

          17.11

           10,699,659

      3,389,656.794

$        67,008,683

101

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

Fidelity® VIP Investment Grade Bond

Contracts in accumulation period:

Non-Qualified VII

         126,818.910

$       16.42

$          2,082,367

Non-Qualified VIII

                280.926

          16.12

                    4,529

         127,099.836

$          2,086,896

Fidelity® VIP Overseas

Contracts in accumulation period:

Non-Qualified V

         116,083.506

$       13.26

$          1,539,267

Non-Qualified V (0.75)

         327,785.109

          13.84

             4,536,546

Non-Qualified VII

         458,473.416

          14.50

             6,647,865

Non-Qualified VIII

           52,956.657

          12.38

                655,603

Non-Qualified IX

             1,851.109

          13.02

                  24,101

Non-Qualified X

             2,467.370

          13.26

                  32,717

Non-Qualified XII

                160.976

            9.63

                    1,550

Non-Qualified XX

             4,201.160

          11.89

                  49,952

         963,979.303

$        13,487,601

Franklin Small Cap Value Securities

Contracts in accumulation period:

Non-Qualified V

           45,929.926

$       13.18

$             605,356

Non-Qualified V (0.75)

         112,124.915

          13.39

             1,501,353

Non-Qualified IX

             1,867.219

          13.08

                  24,423

Non-Qualified XII

                  30.455

          13.37

                       407

Non-Qualified XX

             3,697.660

          13.19

                  48,772

         163,650.175

$          2,180,311

ING GET Fund - Series G

Contracts in accumulation period:

Non-Qualified V

         128,375.559

$       10.26

$          1,317,133

Non-Qualified V (0.75)

           50,746.221

          10.52

                533,850

Non-Qualified VII

      1,532,984.804

          10.05

           15,406,497

Non-Qualified VIII

         162,166.665

          10.13

             1,642,748

Non-Qualified X

           10,041.544

          10.27

                103,127

Non-Qualified XIII

      3,040,570.469

          10.29

           31,287,470

Non-Qualified XIV

      4,420,532.280

          10.13

           44,779,992

Non-Qualified XV

      2,126,715.757

          10.05

           21,373,493

    11,472,133.299

$      116,444,310

ING GET Fund - Series H

Contracts in accumulation period:

Non-Qualified V

           71,447.371

$       10.41

$             743,767

Non-Qualified V (0.75)

           45,566.030

          10.66

                485,734

Non-Qualified VII

         945,440.111

          10.21

             9,652,944

Non-Qualified VIII

           76,430.993

          10.28

                785,711

Non-Qualified IX

                365.511

          10.28

                    3,757

Non-Qualified XIII

      2,793,775.271

          10.43

           29,139,076

102

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING GET Fund - Series H (continued)

Non-Qualified XIV

      3,062,666.414

$       10.28

$        31,484,211

Non-Qualified XV

      1,522,080.973

          10.21

           15,540,447

      8,517,772.674

$        87,835,647

ING GET Fund - Series I

Contracts in accumulation period:

Non-Qualified VII

         199,191.453

$       10.11

$          2,013,826

Non-Qualified VIII

           13,213.252

          10.18

                134,511

Non-Qualified XIII

      2,023,113.285

          10.32

           20,878,529

Non-Qualified XIV

      2,360,674.248

          10.18

           24,031,664

Non-Qualified XV

      1,560,094.443

          10.11

           15,772,555

      6,156,286.681

$        62,831,085

ING GET Fund - Series J

Contracts in accumulation period:

Non-Qualified VII

         122,436.508

$       10.03

$          1,228,038

Non-Qualified VIII

           31,345.594

          10.10

                316,590

Non-Qualified XIII

      1,476,885.475

          10.23

           15,108,538

Non-Qualified XIV

      2,057,147.792

          10.10

           20,777,193

Non-Qualified XV

      1,204,834.770

          10.03

           12,084,493

      4,892,650.139

$        49,514,852

ING GET Fund - Series K

Contracts in accumulation period:

Non-Qualified VII

           38,916.027

$       10.08

$             392,274

Non-Qualified VIII

             4,913.805

          10.14

                  49,826

Non-Qualified XIII

      1,120,233.389

          10.27

           11,504,797

Non-Qualified XIV

      1,245,513.172

          10.14

           12,629,504

Non-Qualified XV

         722,977.893

          10.08

             7,287,617

Non-Qualified XVI

      1,120,764.500

          10.03

           11,241,268

Non-Qualified XVIII

         729,730.757

            9.85

             7,187,848

Non-Qualified XIX

      1,019,434.970

            9.91

           10,102,601

      6,002,484.513

$        60,395,735

ING GET Fund - Series L

Contracts in accumulation period:

Non-Qualified VII

           55,101.406

$       10.05

$             553,769

Non-Qualified VIII

           28,114.110

          10.11

                284,234

Non-Qualified XIII

         805,548.648

          10.22

             8,232,707

Non-Qualified XIV

         675,723.155

          10.11

             6,831,561

Non-Qualified XV

         566,086.120

          10.05

             5,689,166

Non-Qualified XVI

      1,427,427.961

          10.03

           14,317,102

Non-Qualified XVIII

         736,375.482

            9.85

             7,253,298

Non-Qualified XIX

      1,090,783.734

            9.91

           10,809,667

      5,385,160.616

$        53,971,504

103

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING GET Fund - Series M

Contracts in accumulation period:

Non-Qualified VII

         145,274.636

$       10.08

$          1,464,368

Non-Qualified VIII

             2,052.766

          10.14

                  20,815

Non-Qualified XIII

      1,188,585.476

          10.25

           12,183,001

Non-Qualified XIV

      1,102,735.584

          10.14

           11,181,739

Non-Qualified XV

         559,321.887

          10.08

             5,637,965

Non-Qualified XVI

      2,160,379.820

          10.06

           21,733,421

Non-Qualified XVIII

      1,261,102.700

            9.90

           12,484,917

Non-Qualified XIX

      1,547,405.075

            9.95

           15,396,680

      7,966,857.944

$        80,102,906

ING GET Fund - Series N

Contracts in accumulation period:

Non-Qualified VII

         196,175.006

$       10.20

$          2,000,985

Non-Qualified VIII

             2,232.906

          10.25

                  22,887

Non-Qualified XIII

         885,884.075

          10.36

             9,177,759

Non-Qualified XIV

         655,408.249

          10.25

             6,717,935

Non-Qualified XV

         366,522.813

          10.20

             3,738,533

Non-Qualified XVI

      2,212,517.991

          10.19

           22,545,558

Non-Qualified XVIII

         678,911.934

          10.03

             6,809,487

Non-Qualified XIX

      1,450,638.043

          10.08

           14,622,431

      6,448,291.017

$        65,635,575

ING GET Fund - Series P

Contracts in accumulation period:

Non-Qualified VII

         366,076.836

$       10.07

$          3,686,394

Non-Qualified VIII

           40,494.338

          10.12

                409,803

Non-Qualified XIII

         680,827.997

          10.21

             6,951,254

Non-Qualified XIV

         423,600.170

          10.12

             4,286,834

Non-Qualified XV

         260,375.431

          10.07

             2,621,981

Non-Qualified XVI

      1,219,532.003

          10.05

           12,256,297

Non-Qualified XVIII

         934,059.406

            9.91

             9,256,529

Non-Qualified XIX

      1,042,944.515

            9.96

           10,387,727

      4,967,910.696

$        49,856,819

ING GET Fund - Series Q

Contracts in accumulation period:

Non-Qualified VII

         137,092.096

$       10.28

$          1,409,307

Non-Qualified VIII

           22,834.584

          10.32

                235,653

Non-Qualified XIII

         599,679.994

          10.41

             6,242,669

Non-Qualified XIV

         404,204.480

          10.32

             4,171,390

Non-Qualified XV

           85,501.557

          10.28

                878,956

Non-Qualified XVI

      1,175,394.596

          10.26

           12,059,549

Non-Qualified XVIII

         418,731.313

          10.13

             4,241,748

104

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING GET Fund - Series Q (continued)

Non-Qualified XIX

      1,015,240.116

$       10.17

$        10,324,992

      3,858,678.736

$        39,564,264

ING GET Fund - Series R

Contracts in accumulation period:

Non-Qualified VII

           94,151.312

$       10.44

$             982,940

Non-Qualified VIII

           26,415.904

          10.48

                276,839

Non-Qualified XIII

         646,199.605

          10.56

             6,823,868

Non-Qualified XIV

         295,882.702

          10.48

             3,100,851

Non-Qualified XV

           91,256.960

          10.44

                952,723

Non-Qualified XVI

         933,196.333

          10.43

             9,733,238

Non-Qualified XVIII

         281,651.314

          10.30

             2,901,009

Non-Qualified XIX

         904,769.214

          10.34

             9,355,314

      3,273,523.344

$        34,126,782

ING GET Fund - Series S

Contracts in accumulation period:

Non-Qualified V

           15,832.138

$       10.45

$             165,446

Non-Qualified V (0.75)

         184,982.005

          10.57

             1,955,260

Non-Qualified VII

         298,614.104

          10.36

             3,093,642

Non-Qualified VIII

           59,816.194

          10.39

                621,490

Non-Qualified XIII

         426,116.234

          10.47

             4,461,437

Non-Qualified XIV

         332,968.922

          10.39

             3,459,547

Non-Qualified XV

         108,516.789

          10.36

             1,124,234

Non-Qualified XVI

         781,582.341

          10.34

             8,081,561

Non-Qualified XVIII

         399,326.851

          10.24

             4,089,107

Non-Qualified XIX

      1,028,448.515

          10.27

           10,562,166

      3,636,204.093

$        37,613,890

ING GET Fund - Series T

Contracts in accumulation period:

Non-Qualified VII

         235,813.608

$       10.39

$          2,450,103

Non-Qualified VIII

           28,369.839

          10.42

                295,614

Non-Qualified XIII

         344,050.209

          10.48

             3,605,646

Non-Qualified XIV

         202,800.937

          10.42

             2,113,186

Non-Qualified XV

           91,912.318

          10.39

                954,969

Non-Qualified XVI

         823,088.309

          10.38

             8,543,657

Non-Qualified XVIII

         220,814.171

          10.28

             2,269,970

Non-Qualified XIX

         844,658.993

          10.31

             8,708,434

      2,791,508.384

$        28,941,579

105

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING GET Fund - Series U

Contracts in accumulation period:

Non-Qualified VII

           92,673.135

$       10.47

$             970,288

Non-Qualified VIII

             9,934.225

          10.50

                104,309

Non-Qualified XIII

         403,738.555

          10.56

             4,263,479

Non-Qualified XIV

         187,235.847

          10.50

             1,965,976

Non-Qualified XV

           66,555.537

          10.47

                696,836

Non-Qualified XVI

         928,654.324

          10.46

             9,713,724

Non-Qualified XVIII

         160,020.373

          10.38

             1,661,011

Non-Qualified XIX

         763,731.428

          10.40

             7,942,807

      2,612,543.424

$        27,318,430

ING GET Fund - Series V

Contracts in accumulation period:

Non-Qualified VII

         132,792.938

$         9.69

$          1,286,764

Non-Qualified VIII

         108,411.364

            9.71

             1,052,674

Non-Qualified XIII

         546,864.468

            9.76

             5,337,397

Non-Qualified XIV

         317,462.463

            9.71

             3,082,561

Non-Qualified XV

         115,675.308

            9.69

             1,120,894

Non-Qualified XVI

      2,484,471.341

            9.68

           24,049,683

Non-Qualified XVIII

         350,379.990

            9.61

             3,367,152

Non-Qualified XIX

      1,928,257.086

            9.64

           18,588,398

      5,984,314.958

$        57,885,523

ING VP Balanced

Currently payable annuity contracts:

$        43,725,862

Contracts in accumulation period:

Non-Qualified V

      1,348,676.579

$       24.19

           32,624,486

Non-Qualified V (0.75)

         935,133.964

          25.25

           23,612,133

Non-Qualified VI

           41,221.643

          20.41

                841,334

Non-Qualified VII

      1,338,138.982

          23.50

           31,446,266

Non-Qualified VIII

         365,251.130

          16.77

             6,125,261

Non-Qualified IX

             9,999.464

          23.74

                237,387

Non-Qualified X

         219,265.574

          24.63

             5,400,511

Non-Qualified XI

             2,063.117

          20.79

                  42,892

Non-Qualified XII

             9,832.641

          11.95

                117,500

Non-Qualified XIII

      1,216,707.760

          11.60

           14,113,810

Non-Qualified XIV

         912,651.812

          11.38

           10,385,978

Non-Qualified XV

         413,792.007

          11.27

             4,663,436

Non-Qualified XVI

         317,223.239

            9.47

             3,004,104

Non-Qualified XVIII

           71,996.041

            9.29

                668,843

Non-Qualified XIX

         201,107.606

            9.35

             1,880,356

Non-Qualified XX

                  12.137

          11.77

                       143

      7,403,073.696

$      178,890,302

106

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING VP Emerging Markets

Contracts in accumulation period:

Non-Qualified VII

           75,333.161

$         9.48

$             714,158

           75,333.161

$             714,158

ING VP Intermediate Bond

Currently payable annuity contracts:

$        12,593,528

Contracts in accumulation period:

Non-Qualified V

      1,063,173.337

$       18.76

           19,945,132

Non-Qualified V (0.75)

      1,090,456.383

          19.58

           21,351,136

Non-Qualified VI

           29,177.196

          17.20

                501,848

Non-Qualified VII

      1,513,938.388

          18.23

           27,599,097

Non-Qualified VIII

         424,125.134

          15.65

             6,637,558

Non-Qualified IX

             8,893.846

          18.41

                163,736

Non-Qualified X

         236,872.637

          18.96

             4,491,105

Non-Qualified XI

             1,200.207

          17.39

                  20,872

Non-Qualified XII

                392.944

          14.00

                    5,501

Non-Qualified XIII

      1,180,774.872

          13.79

           16,282,885

Non-Qualified XIV

      1,249,445.975

          13.54

           16,917,499

Non-Qualified XV

         456,362.429

          13.41

             6,119,820

Non-Qualified XVI

         388,953.448

          12.86

             5,001,941

Non-Qualified XVIII

           65,807.476

          12.63

                831,148

Non-Qualified XIX

         267,666.523

          12.71

             3,402,042

Non-Qualified XX

             6,321.316

          11.26

                  71,178

      7,983,562.111

$      141,936,026

ING VP Money Market

Currently payable annuity contracts:

$          5,481,809

Contracts in accumulation period:

Non-Qualified V

         588,296.774

$       13.86

             8,153,793

Non-Qualified V (0.75)

      1,217,151.117

          14.47

           17,612,177

Non-Qualified VI

           11,855.025

          13.58

                160,991

Non-Qualified VII

      3,744,275.626

          13.62

           50,997,034

Non-Qualified VIII

         745,178.077

          12.43

             9,262,563

Non-Qualified IX

             1,713.791

          13.61

                  23,325

Non-Qualified X

         241,669.258

          13.86

             3,349,536

Non-Qualified XII

             5,666.957

          11.72

                  66,417

Non-Qualified XIII

      2,839,547.972

          11.57

           32,853,570

Non-Qualified XIV

      3,295,199.711

          11.36

           37,433,469

Non-Qualified XV

      1,604,147.936

          11.25

           18,046,664

Non-Qualified XVI

         564,450.608

          10.30

             5,813,841

Non-Qualified XVIII

         238,886.232

          10.11

             2,415,140

Non-Qualified XIX

         484,879.027

          10.17

             4,931,220

Non-Qualified XX

             2,017.647

          10.01

                  20,197

    15,584,935.758

$      196,621,746

107

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING VP Natural Resources

Contracts in accumulation period:

Non-Qualified V

           34,940.345

$       16.23

$             567,082

Non-Qualified V (0.75)

           16,613.919

          16.94

                281,440

Non-Qualified VII

           48,847.369

          15.94

                778,627

Non-Qualified IX

                  31.276

          15.93

                       498

Non-Qualified X

                881.939

          16.23

                  14,314

         101,314.848

$          1,641,961

ING Julius Baer Foreign

Contracts in accumulation period:

Non-Qualified V (0.75)

             1,179.101

$       10.09

$               11,897

             1,179.101

$               11,897

ING MFS Total Return

Contracts in accumulation period:

Non-Qualified V

           27,943.671

$       11.63

$             324,985

Non-Qualified V (0.75)

           59,337.117

          11.71

                694,838

Non-Qualified IX

             1,247.298

          12.07

                  15,055

Non-Qualified X

             1,247.453

          11.63

                  14,508

Non-Qualified XX

             7,041.962

          11.67

                  82,180

           96,817.501

$          1,131,566

ING T. Rowe Price Equity Income

Contracts in accumulation period:

Non-Qualified V

           40,939.807

$       12.69

$             519,526

Non-Qualified V (0.75)

           84,010.713

          12.78

             1,073,657

Non-Qualified IX

                779.136

          13.45

                  10,479

         125,729.656

$          1,603,662

ING Aeltus Enhanced Index

Contracts in accumulation period:

Non-Qualified V

                972.206

$       10.10

$                 9,819

Non-Qualified V (0.75)

             6,244.668

          10.23

                  63,883

             7,216.874

$               73,702

ING Alger Aggressive Growth

Contracts in accumulation period:

Non-Qualified V

           15,064.878

$       10.01

$             150,799

Non-Qualified V (0.75)

           57,514.155

          10.13

                582,618

Non-Qualified IX

             1,574.912

            9.75

                  15,355

Non-Qualified XII

                218.721

          10.12

                    2,213

Non-Qualified XX

             3,701.927

          12.54

                  46,422

           78,074.593

$             797,407

108

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING Alger Growth

Contracts in accumulation period:

Non-Qualified V

             2,148.509

$       10.22

$               21,958

Non-Qualified V (0.75)

             8,158.337

          10.34

                  84,357

Non-Qualified IX

                145.003

            9.65

                    1,399

           10,451.849

$             107,714

ING American Century SmallCap Value

Contracts in accumulation period:

Non-Qualified V

           15,002.706

$       11.57

$             173,581

Non-Qualified V (0.75)

           42,415.996

          11.71

                496,691

Non-Qualified XX

           12,662.235

          13.38

                169,421

           70,080.937

$             839,693

ING Baron Small Cap Growth

Contracts in accumulation period:

Non-Qualified V

           52,301.890

$       12.46

$             651,682

Non-Qualified V (0.75)

           89,147.950

          12.61

             1,124,156

Non-Qualified IX

             1,787.366

          12.38

                  22,128

Non-Qualified XII

                153.148

          12.59

                    1,928

Non-Qualified XX

           11,255.584

          13.95

                157,015

         154,645.938

$          1,956,909

ING Goldman Sachs® Capital Growth

Contracts in accumulation period:

Non-Qualified V

             3,144.007

$         9.64

$               30,308

Non-Qualified V (0.75)

           24,226.180

            9.76

                236,448

Non-Qualified XII

                872.478

            9.75

                    8,507

Non-Qualified XX

                652.117

          11.51

                    7,506

           28,894.782

$             282,769

ING JPMorgan International

Currently payable annuity contracts:

$          1,762,894

Contracts in accumulation period:

Non-Qualified V

         206,514.575

$       20.19

             4,169,529

Non-Qualified V (0.75)

         225,079.548

          21.08

             4,744,677

Non-Qualified VII

         220,457.601

          11.06

             2,438,261

Non-Qualified VIII

           74,791.206

          11.17

                835,418

Non-Qualified IX

             4,992.650

          19.82

                  98,954

Non-Qualified X

             2,166.058

          20.19

                  43,733

Non-Qualified XIII

      1,290,862.201

            9.02

           11,643,577

Non-Qualified XIV

         916,667.719

            8.85

             8,112,509

Non-Qualified XV

         464,471.098

            8.77

             4,073,412

Non-Qualified XVI

         270,445.850

            7.48

             2,022,935

Non-Qualified XVIII

           41,709.949

            7.35

                306,568

Non-Qualified XIX

         148,792.640

            7.39

             1,099,578

Non-Qualified XX

                609.907

          11.68

                    7,124

      3,867,561.002

$        41,359,169

109

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING JPMorgan Mid Cap Value

Contracts in accumulation period:

Non-Qualified V

           28,311.975

$       12.79

$             362,110

Non-Qualified V (0.75)

           88,678.079

          12.94

             1,147,494

Non-Qualified IX

             1,365.345

          12.71

                  17,354

Non-Qualified XX

           15,713.373

          14.50

                227,844

         134,068.772

$          1,754,802

ING MFS Capital Opportunities

Currently payable annuity contracts:

$          2,554,970

Contracts in accumulation period:

Non-Qualified V

         184,182.797

$       23.71

             4,366,974

Non-Qualified V (0.75)

         134,724.396

          24.75

             3,334,429

Non-Qualified VII

         612,822.182

          11.16

             6,839,096

Non-Qualified VIII

         181,731.509

          11.27

             2,048,114

Non-Qualified IX

             6,276.149

          23.27

                146,046

Non-Qualified X

             5,193.903

          23.71

                123,147

Non-Qualified XIII

         587,550.634

            9.20

             5,405,466

Non-Qualified XIV

         685,114.520

            9.03

             6,186,584

Non-Qualified XV

         165,631.590

            8.95

             1,482,403

Non-Qualified XVI

         245,537.807

            5.66

             1,389,744

Non-Qualified XVIII

           97,626.504

            5.56

                542,803

Non-Qualified XIX

         163,791.528

            5.59

                915,595

Non-Qualified XX

                287.365

          11.89

                    3,417

      3,070,470.884

$        35,338,788

ING MFS Global Growth

Contracts in accumulation period:

Non-Qualified V

                491.345

$       10.81

$                 5,311

Non-Qualified V (0.75)

                  58.678

          10.94

                       642

                550.023

$                 5,953

ING OpCap Balanced Value

Contracts in accumulation period:

Non-Qualified V

           75,767.138

$       11.11

$             841,773

Non-Qualified V (0.75)

           88,363.327

          11.25

                994,087

Non-Qualified IX

             6,803.000

          10.58

                  71,976

Non-Qualified XX

             4,124.315

          13.17

                  54,317

         175,057.780

$          1,962,153

ING PIMCO Total Return

Contracts in accumulation period:

Non-Qualified V

           52,051.547

$       11.25

$             585,580

Non-Qualified V (0.75)

         199,110.508

          11.38

             2,265,878

Non-Qualified IX

           24,113.940

          11.18

                269,594

Non-Qualified XX

           12,563.105

          11.08

                139,199

         287,839.100

$          3,260,251

110

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING Salomon Brothers Aggressive Growth

Currently payable annuity contracts:

$          1,369,222

Contracts in accumulation period:

Non-Qualified V

         344,502.039

$       13.18

             4,540,537

Non-Qualified V (0.75)

         291,349.405

          13.76

             4,008,968

Non-Qualified VII

      2,105,829.257

          12.60

           26,533,449

Non-Qualified VIII

         338,831.544

            8.63

             2,924,116

Non-Qualified IX

           12,811.012

          12.94

                165,774

Non-Qualified X

           16,284.682

          13.18

                214,632

Non-Qualified XII

             4,499.858

            7.52

                  33,839

Non-Qualified XIII

         612,099.841

            7.14

             4,370,393

Non-Qualified XIV

         690,364.465

            7.00

             4,832,551

Non-Qualified XV

         244,158.387

            6.94

             1,694,459

Non-Qualified XVI

         181,635.984

            4.88

                886,384

Non-Qualified XVIII

         116,381.406

            4.79

                557,467

Non-Qualified XIX

         165,119.129

            4.82

                795,874

Non-Qualified XX

             5,957.246

          12.60

                  75,061

      5,129,824.255

$        53,002,726

ING Salomon Brothers Fundamental Value

Contracts in accumulation period:

Non-Qualified V

           35,947.755

$       10.52

$             378,170

Non-Qualified V (0.75)

           98,004.504

          10.65

             1,043,748

Non-Qualified IX

             2,491.122

          10.20

                  25,409

Non-Qualified XX

             1,688.359

          12.68

                  21,408

         138,131.740

$          1,468,735

ING Salomon Brothers Investors Value

Contracts in accumulation period:

Non-Qualified V

           19,984.624

$       10.18

$             203,443

Non-Qualified V (0.75)

           14,971.837

          10.30

                154,210

Non-Qualified XX

                532.580

          12.21

                    6,503

           35,489.041

$             364,156

ING T. Rowe Price Growth Equity

Currently payable annuity contracts:

$          5,756,875

Contracts in accumulation period:

Non-Qualified V

         215,031.255

$       18.45

             3,967,327

Non-Qualified V (0.75)

         425,319.751

          19.27

             8,195,912

Non-Qualified VII

      1,986,936.878

          23.25

           46,196,282

Non-Qualified VIII

         264,794.000

          16.96

             4,490,906

Non-Qualified IX

           11,159.987

          18.11

                202,107

Non-Qualified X

           11,286.754

          18.45

                208,241

Non-Qualified XII

             4,607.162

          11.39

                  52,476

Non-Qualified XX

             4,244.982

          12.48

                  52,977

      2,923,380.769

$        69,123,103

111

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING UBS U.S. Allocation

Contracts in accumulation period:

Non-Qualified V

             6,479.908

$         9.05

$               58,643

Non-Qualified V (0.75)

           35,847.532

            9.16

                328,363

Non-Qualified XII

             1,504.189

            9.14

                  13,748

           43,831.629

$             400,754

ING UBS U.S. Large Cap Equity

Contracts in accumulation period:

Non-Qualified V

         271,262.790

$       13.14

$          3,564,393

Non-Qualified V (0.75)

         180,546.639

          13.71

             2,475,294

Non-Qualified VI

           18,264.662

          11.14

                203,468

Non-Qualified VII

      1,479,858.524

          12.89

           19,075,376

Non-Qualified VIII

         280,621.763

            8.93

             2,505,952

Non-Qualified IX

             9,561.784

          12.89

                123,251

Non-Qualified X

         139,933.661

          13.14

             1,838,728

Non-Qualified XI

             8,430.329

          11.14

                  93,914

Non-Qualified XIII

         327,338.281

            8.73

             2,857,663

Non-Qualified XIV

         533,382.142

            8.57

             4,571,085

Non-Qualified XV

         187,990.926

            8.49

             1,596,043

Non-Qualified XVI

         129,344.690

            6.36

                822,632

Non-Qualified XVIII

           36,108.223

            6.24

                225,315

Non-Qualified XIX

         113,870.243

            6.28

                715,105

      3,716,514.657

$        40,668,219

ING Van Kampen Comstock

Contracts in accumulation period:

Non-Qualified V

           43,812.741

$       11.27

$             493,770

Non-Qualified V (0.75)

         101,711.258

          11.41

             1,160,525

Non-Qualified IX

                514.082

          11.20

                    5,758

Non-Qualified XII

             2,033.118

          11.40

                  23,178

Non-Qualified XX

             9,509.545

          13.15

                125,051

         157,580.744

$          1,808,282

ING VP Strategic Allocation Balanced

Currently payable annuity contracts:

$          2,691,412

Contracts in accumulation period:

Non-Qualified V

           66,700.638

$       16.04

             1,069,878

Non-Qualified V (0.75)

         111,864.274

          16.74

             1,872,608

Non-Qualified VII

         771,111.773

          15.81

           12,191,277

Non-Qualified VIII

         131,151.072

          14.43

             1,892,510

Non-Qualified X

             4,239.096

          16.45

                  69,733

      1,085,066.853

$        19,787,418

112

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING VP Strategic Allocation Growth

Currently payable annuity contracts:

$          1,936,587

Contracts in accumulation period:

Non-Qualified V

           72,453.942

$       16.25

             1,177,377

Non-Qualified V (0.75)

         166,317.543

          16.97

             2,822,409

Non-Qualified VII

         440,043.560

          16.02

             7,049,498

Non-Qualified VIII

           79,492.183

          14.36

             1,141,508

Non-Qualified IX

             2,864.267

          15.95

                  45,685

Non-Qualified X

           11,859.650

          16.67

                197,700

         773,031.145

$        14,370,764

ING VP Strategic Allocation Income

Currently payable annuity contracts:

$          3,476,434

Contracts in accumulation period:

Non-Qualified V

           49,629.055

$       16.04

                796,050

Non-Qualified V (0.75)

           40,361.757

          16.74

                675,656

Non-Qualified VII

         596,250.890

          15.81

             9,426,727

Non-Qualified VIII

         221,873.333

          14.86

             3,297,038

Non-Qualified IX

                879.657

          15.74

                  13,846

Non-Qualified X

           23,806.421

          16.45

                391,616

         932,801.113

$        18,077,367

ING VP Growth and Income

Currently payable annuity contracts:

$        91,429,041

Contracts in accumulation period:

Non-Qualified 1964

                958.682

$     197.95

                189,771

Non-Qualified V

      3,409,704.486

          18.44

           62,874,951

Non-Qualified V (0.75)

      5,814,313.327

          19.25

         111,925,532

Non-Qualified VI

      1,001,285.563

          17.33

           17,352,279

Non-Qualified VII

      3,197,622.276

          18.22

           58,260,678

Non-Qualified VIII

         711,540.894

          12.29

             8,744,838

Non-Qualified IX

           51,394.308

          18.10

                930,237

Non-Qualified X

      1,454,480.094

          18.78

           27,315,136

Non-Qualified XI

           24,089.798

          17.65

                425,185

Non-Qualified XII

           44,573.811

            7.75

                345,447

Non-Qualified XIII

      1,107,583.712

            7.45

             8,251,499

Non-Qualified XIV

      1,199,214.718

            7.31

             8,766,260

Non-Qualified XV

         412,851.334

            7.24

             2,989,044

Non-Qualified XVI

         230,875.312

            6.46

             1,491,455

Non-Qualified XVIII

           90,468.400

            6.35

                574,474

Non-Qualified XIX

         157,961.327

            6.39

             1,009,373

Non-Qualified XX

           50,479.686

          11.15

                562,848

    18,959,397.728

$      403,438,048

113

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING GET U.S. Core - Series 1

Contracts in accumulation period:

Non-Qualified VII

           69,964.899

$       10.19

$             712,942

Non-Qualified VIII

           25,406.848

          10.21

                259,404

Non-Qualified XIII

         567,997.730

          10.25

             5,821,977

Non-Qualified XIV

         213,424.107

          10.21

             2,179,060

Non-Qualified XV

           37,536.186

          10.19

                382,494

Non-Qualified XVI

         653,744.514

          10.18

             6,655,119

Non-Qualified XVIII

         106,980.004

          10.12

             1,082,638

Non-Qualified XIX

         619,805.938

          10.14

             6,284,832

      2,294,860.226

$        23,378,466

ING GET U.S. Core - Series 2

Contracts in accumulation period:

Non-Qualified VII

         161,442.378

$       10.01

$          1,616,038

Non-Qualified VIII

           41,196.887

          10.03

                413,205

Non-Qualified XIII

         502,829.396

          10.06

             5,058,464

Non-Qualified XIV

         446,033.071

          10.03

             4,473,712

Non-Qualified XV

           98,363.648

          10.01

                984,620

Non-Qualified XVI

         527,093.645

          10.00

             5,270,936

Non-Qualified XVIII

           75,596.676

            9.96

                752,943

Non-Qualified XIX

         335,898.814

            9.97

             3,348,911

      2,188,454.515

$        21,918,829

ING GET U.S. Core - Series 3

Contracts in accumulation period:

Non-Qualified VII

      1,447,637.011

$         9.74

$        14,099,984

Non-Qualified VIII

         704,640.266

            9.75

             6,870,243

Non-Qualified XIII

      1,056,700.854

            9.78

           10,334,534

Non-Qualified XIV

         754,483.815

            9.75

             7,356,217

Non-Qualified XV

         329,454.167

            9.74

             3,208,884

Non-Qualified XVI

         558,231.837

            9.74

             5,437,178

Non-Qualified XVIII

         129,629.044

            9.70

             1,257,402

Non-Qualified XIX

         832,851.936

            9.71

             8,086,992

      5,813,628.930

$        56,651,434

ING GET U.S. Core - Series 4

Contracts in accumulation period:

Non-Qualified VII

           55,373.858

$       10.09

$             558,722

Non-Qualified VIII

           11,082.007

          10.09

                111,817

Non-Qualified XIII

         232,356.623

          10.11

             2,349,125

Non-Qualified XIV

         146,794.651

          10.09

             1,481,158

Non-Qualified XV

           47,975.409

          10.09

                484,072

Non-Qualified XVI

         163,791.452

          10.08

             1,651,018

Non-Qualified XVIII

           15,877.192

          10.06

                159,725

114

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING GET U.S. Core - Series 4 (continued)

Non-Qualified XIX

         149,333.195

$       10.07

$          1,503,785

         822,584.387

$          8,299,422

ING GET U.S. Core - Series 5

Contracts in accumulation period:

Non-Qualified VII

           68,941.418

$         9.95

$             685,967

Non-Qualified VIII

           21,525.495

            9.96

                214,394

Non-Qualified XIII

         171,145.104

          10.00

             1,711,451

Non-Qualified XIV

           33,068.623

            9.96

                329,363

Non-Qualified XV

           53,855.734

            9.95

                535,865

Non-Qualified XVI

         105,422.145

            9.95

             1,048,950

Non-Qualified XVIII

           11,070.734

            9.94

                110,043

Non-Qualified XIX

           39,779.178

            9.94

                395,405

         504,808.431

$          5,031,438

ING GET U.S. Core - Series 6

Contracts in accumulation period:

Non-Qualified VII

      1,208,961.378

$       10.00

$        12,089,614

Non-Qualified VIII

         164,865.805

          10.00

             1,648,658

Non-Qualified XIII

      3,395,341.056

          10.00

           33,953,411

Non-Qualified XIV

      3,087,496.353

          10.00

           30,874,964

Non-Qualified XV

      2,082,341.549

          10.00

           20,823,415

Non-Qualified XVI

           38,365.283

          10.00

                383,653

      9,977,371.424

$        99,773,715

ING VP Global Science and Technology

Contracts in accumulation period:

Non-Qualified V

         270,362.348

$         3.16

$             854,345

Non-Qualified V (0.75)

         520,753.278

            3.23

             1,682,033

Non-Qualified VII

         738,650.953

            3.14

             2,319,364

Non-Qualified VIII

           73,321.843

            3.16

                231,697

Non-Qualified IX

           27,748.113

            3.13

                  86,852

Non-Qualified X

           14,398.872

            3.20

                  46,076

Non-Qualified XII

             3,649.796

            3.22

                  11,752

Non-Qualified XIII

         522,996.468

            3.20

             1,673,589

Non-Qualified XIV

         454,394.441

            3.16

             1,435,886

Non-Qualified XV

           67,203.302

            3.14

                211,018

Non-Qualified XVI

         135,412.610

            3.27

                442,799

Non-Qualified XVIII

           29,683.241

            3.21

                  95,283

Non-Qualified XIX

           81,252.942

            3.23

                262,447

Non-Qualified XX

                222.557

          10.48

                    2,332

      2,940,050.764

$          9,355,473

115

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING VP Growth

Currently payable annuity contracts:

$          2,800,223

Contracts in accumulation period:

Non-Qualified V

           49,725.566

$       12.92

                642,454

Non-Qualified V (0.75)

         378,906.807

          13.41

             5,081,140

Non-Qualified VII

         419,475.408

          12.77

             5,356,701

Non-Qualified VIII

         192,284.314

          12.91

             2,482,390

Non-Qualified IX

             1,420.886

          12.68

                  18,017

Non-Qualified XII

             1,083.620

            8.35

                    9,048

Non-Qualified XIII

         595,650.816

            7.70

             4,586,511

Non-Qualified XIV

         547,083.213

            7.55

             4,130,478

Non-Qualified XV

         113,904.313

            7.48

                852,004

Non-Qualified XVI

         123,482.542

            4.96

                612,473

Non-Qualified XVIII

           12,781.373

            4.87

                  62,245

Non-Qualified XIX

           59,102.306

            4.90

                289,601

Non-Qualified XX

                227.838

          11.39

                    2,595

      2,495,129.002

$        26,925,880

ING VP Index Plus LargeCap

Currently payable annuity contracts:

$        41,824,828

Contracts in accumulation period:

Non-Qualified V

         324,662.269

$       17.03

             5,528,998

Non-Qualified V (0.75)

      1,154,675.015

          17.73

           20,472,388

Non-Qualified VII

      1,490,541.042

          16.81

           25,055,995

Non-Qualified VIII

         558,548.068

          16.73

             9,344,509

Non-Qualified IX

           20,536.040

          16.72

                343,363

Non-Qualified XII

           17,447.672

          10.33

                180,234

Non-Qualified XIII

      2,882,460.892

            9.89

           28,507,538

Non-Qualified XIV

      2,455,351.010

            9.70

           23,816,905

Non-Qualified XV

      1,082,787.829

            9.61

           10,405,591

Non-Qualified XVI

         695,488.140

            7.38

             5,132,702

Non-Qualified XVIII

         214,630.359

            7.24

             1,553,924

Non-Qualified XIX

         515,259.256

            7.29

             3,756,240

Non-Qualified XX

             2,995.693

          11.92

                  35,709

    11,415,383.285

$      175,958,924

ING VP Index Plus MidCap

Contracts in accumulation period:

Non-Qualified V

         135,083.267

$       16.87

$          2,278,855

Non-Qualified V (0.75)

         725,587.125

          17.42

           12,639,728

Non-Qualified IX

           15,666.090

          16.60

                260,057

Non-Qualified XII

           31,060.392

          18.13

                563,125

Non-Qualified XX

             7,707.511

          13.09

                100,891

         915,104.385

$        15,842,656

116

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING VP Index Plus SmallCap

Contracts in accumulation period:

Non-Qualified V

           92,843.064

$       13.04

$          1,210,674

Non-Qualified V (0.75)

         450,533.062

          13.46

             6,064,175

Non-Qualified IX

             9,058.490

          12.83

                116,220

Non-Qualified XII

             8,968.761

          14.48

                129,868

Non-Qualified XX

             1,400.860

          13.57

                  19,010

         562,804.237

$          7,539,947

ING VP International Equity

Currently payable annuity contracts:

$          1,583,094

Contracts in accumulation period:

Non-Qualified V

             5,248.918

$         8.29

                  43,514

Non-Qualified V (0.75)

           45,253.071

            8.56

                387,366

Non-Qualified VII

         138,643.144

            8.21

             1,138,260

Non-Qualified VIII

           40,337.983

            8.29

                334,402

Non-Qualified XIII

         345,127.535

            7.90

             2,726,508

Non-Qualified XIV

         297,024.292

            7.76

             2,304,909

Non-Qualified XV

         120,722.847

            7.68

                927,151

Non-Qualified XVI

         142,052.036

            6.26

                889,246

Non-Qualified XVIII

           23,089.428

            6.15

                142,000

Non-Qualified XIX

           58,549.288

            6.19

                362,420

      1,216,048.542

$        10,838,870

ING VP Small Company

Currently payable annuity contracts:

$          7,015,084

Contracts in accumulation period:

Non-Qualified V

           55,052.024

$       19.60

             1,079,020

Non-Qualified V (0.75)

         339,665.570

          20.35

             6,912,194

Non-Qualified VII

         948,994.017

          19.37

           18,382,014

Non-Qualified VIII

         281,107.959

          19.59

             5,506,905

Non-Qualified IX

             4,600.965

          19.24

                  88,523

Non-Qualified XII

           30,147.304

          14.04

                423,268

Non-Qualified XIII

      1,283,197.801

          13.68

           17,554,146

Non-Qualified XIV

         758,639.614

          13.43

           10,188,530

Non-Qualified XV

         282,844.043

          13.30

             3,761,826

Non-Qualified XVI

         422,892.292

            9.67

             4,089,368

Non-Qualified XVIII

           51,960.413

            9.49

                493,104

Non-Qualified XIX

         251,083.725

            9.55

             2,397,850

Non-Qualified XX

             1,283.461

          12.45

                  15,979

      4,711,469.188

$        77,907,811

117

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING VP Value Opportunity

Contracts in accumulation period:

Non-Qualified V

           44,020.278

$       16.78

$             738,660

Non-Qualified V (0.75)

         197,258.794

          17.42

             3,436,248

Non-Qualified VII

         560,718.860

          16.58

             9,296,719

Non-Qualified VIII

         125,966.530

          16.77

             2,112,459

Non-Qualified IX

             1,492.281

          16.47

                  24,578

Non-Qualified XII

           16,714.358

          11.78

                196,895

Non-Qualified XX

                855.125

          11.39

                    9,740

         947,026.226

$        15,815,299

ING VP International Value

Contracts in accumulation period:

Non-Qualified V

           55,051.107

$       10.53

$             579,688

Non-Qualified V (0.75)

         138,985.012

          10.70

             1,487,140

Non-Qualified IX

             6,238.013

          10.44

                  65,125

Non-Qualified XII

             2,703.402

          10.68

                  28,872

Non-Qualified XX

             4,244.030

          11.72

                  49,740

         207,221.564

$          2,210,565

ING VP MagnaCap - Class I

Contracts in accumulation period:

Non-Qualified V

             2,477.242

$         8.88

$               21,998

Non-Qualified V (0.75)

           10,259.260

            8.98

                  92,128

           12,736.502

$             114,126

ING VP MagnaCap - Class S

Contracts in accumulation period:

Non-Qualified XIII

           55,988.719

$         9.27

$             519,015

Non-Qualified XIV

           49,144.668

            9.17

                450,657

Non-Qualified XV

           11,529.585

            9.12

                105,150

Non-Qualified XVI

           10,452.656

            9.11

                  95,224

Non-Qualified XVIII

             4,526.547

            8.97

                  40,603

Non-Qualified XIX

           18,456.119

            9.01

                166,290

         150,098.294

$          1,376,939

ING VP MidCap Opportunities - Class I

Contracts in accumulation period:

Non-Qualified V

             6,283.239

$         9.07

$               56,989

Non-Qualified V (0.75)

           47,212.606

            9.21

                434,828

Non-Qualified XII

             3,580.183

            9.20

                  32,938

Non-Qualified XX

             1,279.534

          12.20

                  15,610

           58,355.562

$             540,365

118

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

ING VP MidCap Opportunities - Class S

Contracts in accumulation period:

Non-Qualified XIII

         343,400.437

$         8.17

$          2,805,582

Non-Qualified XIV

         312,386.277

            8.09

             2,527,205

Non-Qualified XV

           87,635.854

            8.05

                705,469

Non-Qualified XVI

         160,995.933

            8.03

             1,292,797

Non-Qualified XVIII

           40,921.272

            7.91

                323,687

Non-Qualified XIX

         192,518.547

            7.95

             1,530,522

      1,137,858.320

$          9,185,262

ING VP Real Estate

Contracts in accumulation period:

Non-Qualified V

           12,583.346

$       11.81

$             148,609

Non-Qualified V (0.75)

           12,281.047

          11.83

                145,285

Non-Qualified XII

             8,680.857

          11.83

                102,695

           33,545.250

$             396,589

ING VP SmallCap Opportunities - Class I

Contracts in accumulation period:

Non-Qualified V

             8,733.503

$         6.42

$               56,069

Non-Qualified V (0.75)

           14,980.561

            6.52

                  97,673

Non-Qualified XX

                234.062

          11.04

                    2,584

           23,948.126

$             156,326

ING VP SmallCap Opportunities - Class S

Contracts in accumulation period:

Non-Qualified XIII

         199,648.842

$         6.11

$          1,219,854

Non-Qualified XIV

         247,802.971

            6.05

             1,499,208

Non-Qualified XV

           78,951.354

            6.01

                474,498

Non-Qualified XVI

           96,684.235

            6.00

                580,105

Non-Qualified XVIII

           23,738.484

            5.91

                140,294

Non-Qualified XIX

           83,481.553

            5.94

                495,880

         730,307.439

$          4,409,839

Janus Aspen Balanced

Contracts in accumulation period:

Non-Qualified V

         339,541.910

$       23.79

$          8,077,702

Non-Qualified V (0.75)

         410,780.464

          24.84

           10,203,787

Non-Qualified VII

      1,577,503.262

          26.21

           41,346,360

Non-Qualified VIII

         506,295.536

          21.02

           10,642,332

Non-Qualified IX

             3,103.972

          23.35

                  72,478

Non-Qualified X

           11,457.317

          23.79

                272,570

Non-Qualified XII

             7,385.662

          14.14

                104,433

Non-Qualified XIII

      2,430,412.460

          13.32

           32,373,094

Non-Qualified XIV

      2,618,993.929

          13.08

           34,256,441

Non-Qualified XV

         881,778.951

          12.95

           11,419,037

Non-Qualified XVI

         468,682.390

            9.57

             4,485,290

119

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

Janus Aspen Balanced (continued)

Non-Qualified XVIII

         115,159.489

$         9.40

$          1,082,499

Non-Qualified XIX

         333,181.375

            9.46

             3,151,896

Non-Qualified XX

           14,642.655

          11.33

                165,901

      9,718,919.372

$      157,653,820

Janus Aspen Flexible Income

Contracts in accumulation period:

Non-Qualified V

           82,781.360

$       20.32

$          1,682,117

Non-Qualified V (0.75)

         135,956.204

          21.22

             2,884,991

Non-Qualified VII

         490,006.336

          20.00

             9,800,127

Non-Qualified VIII

         134,116.814

          16.86

             2,261,209

Non-Qualified IX

             1,965.878

          19.95

                  39,219

Non-Qualified X

             6,564.384

          20.32

                133,388

Non-Qualified XII

                  95.283

          13.88

                    1,323

Non-Qualified XX

             1,429.378

          11.38

                  16,266

         852,915.637

$        16,818,640

Janus Aspen Growth

Currently payable annuity contracts:

$          5,348,053

Contracts in accumulation period:

Non-Qualified V

         264,316.526

$       16.36

             4,324,218

Non-Qualified V (0.75)

         328,827.639

          17.08

             5,616,376

Non-Qualified VII

      1,076,194.666

          19.26

           20,727,509

Non-Qualified VIII

         216,222.185

          13.83

             2,990,353

Non-Qualified IX

             7,106.063

          16.06

                114,123

Non-Qualified X

           17,349.914

          16.36

                283,845

Non-Qualified XII

             6,507.332

            9.29

                  60,453

Non-Qualified XIII

      1,544,888.908

            8.82

           13,625,920

Non-Qualified XIV

      2,303,718.085

            8.65

           19,927,161

Non-Qualified XV

         757,360.329

            8.57

             6,490,578

Non-Qualified XVI

         254,830.581

            5.44

             1,386,278

Non-Qualified XVIII

         111,148.063

            5.34

                593,531

Non-Qualified XIX

         287,625.691

            5.38

             1,547,426

Non-Qualified XX

             4,003.068

          11.36

                  45,475

      7,180,099.050

$        83,081,299

Janus Aspen Mid Cap Growth

Contracts in accumulation period:

Non-Qualified V

         466,127.675

$       18.06

$          8,418,266

Non-Qualified V (0.75)

         561,507.089

          18.85

           10,584,409

Non-Qualified VII

      1,145,721.639

          17.87

           20,474,046

Non-Qualified VIII

         275,742.842

          12.51

             3,449,543

Non-Qualified IX

           17,441.789

          17.72

                309,069

Non-Qualified X

           17,622.860

          18.06

                318,269

Non-Qualified XII

             3,967.338

          10.58

                  41,974

120

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

Janus Aspen Mid Cap Growth (continued)

Non-Qualified XIII

      1,565,990.106

$         9.93

$        15,550,282

Non-Qualified XIV

      1,350,391.305

            9.74

           13,152,811

Non-Qualified XV

         485,041.484

            9.65

             4,680,650

Non-Qualified XVI

         514,095.235

            4.08

             2,097,509

Non-Qualified XVIII

         235,147.211

            4.00

                940,589

Non-Qualified XIX

         309,294.354

            4.03

             1,246,456

Non-Qualified XX

             5,771.462

          13.30

                  76,760

      6,953,862.389

$        81,340,633

Janus Aspen Worldwide Growth

Currently payable annuity contracts:

                         -

$          5,512,402

Contracts in accumulation period:

Non-Qualified V

         368,801.355

$       18.68

             6,889,209

Non-Qualified V (0.75)

         683,881.606

          19.50

           13,335,691

Non-Qualified VII

      2,750,071.571

          20.87

           57,393,994

Non-Qualified VIII

         552,949.475

          15.20

             8,404,832

Non-Qualified IX

           17,258.431

          18.34

                316,520

Non-Qualified X

           18,704.554

          18.68

                349,401

Non-Qualified XII

           20,710.268

            9.16

                189,706

Non-Qualified XIII

      2,569,819.730

            8.54

           21,946,260

Non-Qualified XIV

      2,586,869.903

            8.38

           21,677,970

Non-Qualified XV

         749,653.532

            8.30

             6,222,124

Non-Qualified XVI

         551,088.167

            5.51

             3,036,496

Non-Qualified XVIII

         176,285.038

            5.41

                953,702

Non-Qualified XIX

         524,561.432

            5.44

             2,853,614

Non-Qualified XX

             9,222.196

          10.46

                  96,464

    11,579,877.258

$      149,178,385

Lord Abbett Growth and Income

Contracts in accumulation period:

Non-Qualified V

         133,370.554

$       10.22

$          1,363,047

Non-Qualified V (0.75)

         379,516.884

          10.39

             3,943,180

Non-Qualified IX

             5,675.375

          10.14

                  57,548

Non-Qualified XII

                366.583

          10.37

                    3,801

Non-Qualified XX

             7,014.128

          12.37

                  86,765

         525,943.524

$          5,454,341

Lord Abbett Mid-Cap Value

Contracts in accumulation period:

Non-Qualified V

           45,467.740

$       11.15

$             506,965

Non-Qualified V (0.75)

         184,714.095

          11.33

             2,092,811

Non-Qualified IX

             1,257.355

          11.06

                  13,906

Non-Qualified XII

                693.251

          11.31

                    7,841

Non-Qualified XX

             2,605.642

          13.29

                  34,629

         234,738.083

$          2,656,152

121

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

MFS® Strategic Income

Contracts in accumulation period:

Non-Qualified VII

         156,208.668

$       13.38

$          2,090,072

Non-Qualified VIII

           22,614.750

          13.55

                306,430

         178,823.418

$          2,396,502

MFS® Total Return

Contracts in accumulation period:

Non-Qualified VII

      1,874,545.688

$       18.30

$        34,304,186

Non-Qualified VIII

         468,422.241

          18.54

             8,684,548

Non-Qualified XIII

      1,767,162.636

          13.24

           23,397,233

Non-Qualified XIV

      2,413,277.914

          13.00

           31,372,613

Non-Qualified XV

         723,835.302

          12.87

             9,315,760

Non-Qualified XVI

         797,632.981

          11.72

             9,348,259

Non-Qualified XVIII

         172,555.993

          11.50

             1,984,394

Non-Qualified XIX

         551,067.444

          11.57

             6,375,850

      8,768,500.199

$      124,782,843

Oppenheimer Aggressive Growth

Currently payable annuity contracts:

$          1,420,341

Contracts in accumulation period:

Non-Qualified VII

         552,021.477

$       13.49

             7,446,770

Non-Qualified VIII

         194,427.985

          13.64

             2,651,998

Non-Qualified XIII

         531,783.541

            9.59

             5,099,804

Non-Qualified XIV

         712,531.981

            9.41

             6,704,926

Non-Qualified XV

         181,401.733

            9.32

             1,690,664

Non-Qualified XVI

         358,171.019

            4.29

             1,536,554

Non-Qualified XVIII

         319,374.743

            4.21

             1,344,568

Non-Qualified XIX

         291,448.853

            4.24

             1,235,743

      3,141,161.332

$        29,131,368

Oppenheimer Global Securities

Contracts in accumulation period:

Non-Qualified V

         159,709.395

$       15.59

$          2,489,869

Non-Qualified V (0.75)

         728,654.172

          16.10

           11,731,332

Non-Qualified VII

         933,555.714

          20.02

           18,689,785

Non-Qualified VIII

         193,632.592

          20.25

             3,921,060

Non-Qualified IX

           18,118.789

          15.34

                277,942

Non-Qualified XII

           17,688.697

          16.14

                285,496

Non-Qualified XX

           19,653.309

          12.95

                254,510

      2,071,012.668

$        37,649,994

122

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

Oppenheimer Main Street®

Currently payable annuity contracts:

                         -

$          6,763,932

Contracts in accumulation period:

Non-Qualified VII

      1,412,561.719

$       12.57

           17,755,901

Non-Qualified VIII

         512,068.295

          12.71

             6,508,388

Non-Qualified XIII

         964,438.994

            8.87

             8,554,574

Non-Qualified XIV

      1,594,141.301

            8.71

           13,884,971

Non-Qualified XV

         588,770.216

            8.63

             5,081,087

Non-Qualified XVI

         325,956.790

            7.78

             2,535,944

Non-Qualified XVIII

         100,653.373

            7.64

                768,992

Non-Qualified XIX

         320,305.786

            7.68

             2,459,948

      5,818,896.474

$        64,313,737

Oppenheimer Strategic Bond

Currently payable annuity contracts:

                         -

$          2,082,001

Contracts in accumulation period:

Non-Qualified V

           79,624.266

$       13.40

             1,066,965

Non-Qualified V (0.75)

         164,506.208

          13.84

             2,276,766

Non-Qualified VII

         839,715.350

          14.65

           12,301,830

Non-Qualified VIII

         159,680.564

          14.82

             2,366,466

Non-Qualified IX

                161.036

          13.19

                    2,124

Non-Qualified XIII

         615,942.500

          13.53

             8,333,702

Non-Qualified XIV

         877,516.377

          13.28

           11,653,417

Non-Qualified XV

         278,540.277

          13.15

             3,662,805

Non-Qualified XVI

         217,879.402

          12.97

             2,825,896

Non-Qualified XVIII

           54,615.134

          12.74

                695,797

Non-Qualified XIX

         137,311.723

          12.82

             1,760,336

Non-Qualified XX

           14,505.523

          12.59

                182,625

      3,439,998.360

$        49,210,730

PIMCO VIT Real Return

Contracts in accumulation period:

Non-Qualified V (0.75)

           10,710.488

$       10.56

$             113,103

           10,710.488

$             113,103

Pioneer Equity Income

Contracts in accumulation period:

Non-Qualified V

           30,154.623

$       10.26

$             309,386

Non-Qualified V (0.75)

           30,354.641

          10.43

                316,599

Non-Qualified IX

             1,624.334

          10.18

                  16,536

Non-Qualified XII

             3,659.376

          10.41

                  38,094

Non-Qualified XX

             5,043.943

          12.28

                  61,940

           70,836.917

$             742,555

123

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

Pioneer Fund VCT

Contracts in accumulation period:

Non-Qualified V

                  50.717

$         9.29

$                    471

Non-Qualified V (0.75)

             1,050.722

            9.44

                    9,919

             1,101.439

$               10,390

Pioneer Mid Cap Value

Contracts in accumulation period:

Non-Qualified V

           26,888.139

$       12.91

$             347,126

Non-Qualified V (0.75)

         122,653.147

          13.12

             1,609,209

Non-Qualified IX

             2,482.565

          12.81

                  31,802

Non-Qualified XII

             7,199.909

          13.10

                  94,319

Non-Qualified XX

                995.868

          14.37

                  14,311

         160,219.628

$          2,096,767

Prudential Jennison

Contracts in accumulation period:

Non-Qualified XIII

           29,278.885

$         7.63

$             223,398

Non-Qualified XIV

           52,040.183

            7.55

                392,903

Non-Qualified XV

           41,436.197

            7.51

                311,186

Non-Qualified XVI

           14,923.279

            7.50

                111,925

Non-Qualified XVIII

             1,287.601

            7.38

                    9,502

Non-Qualified XIX

             6,349.777

            7.42

                  47,115

         145,315.922

$          1,096,029

SP William Blair International Growth

Contracts in accumulation period:

Non-Qualified XIII

         136,868.083

$         8.04

$          1,100,419

Non-Qualified XIV

         233,704.200

            7.96

             1,860,285

Non-Qualified XV

           45,783.701

            7.92

                362,607

Non-Qualified XVI

           90,746.433

            7.91

                717,804

Non-Qualified XVIII

             9,311.022

            7.78

                  72,440

Non-Qualified XIX

           73,926.309

            7.82

                578,104

         590,339.748

$          4,691,659

UBS U.S. Allocation

Contracts in accumulation period:

Non-Qualified XIII

         137,390.226

$         8.76

$          1,203,538

Non-Qualified XIV

         835,511.091

            8.61

             7,193,750

Non-Qualified XV

           71,823.594

            8.54

                613,373

Non-Qualified XVI

           85,379.171

            7.96

                679,618

Non-Qualified XVIII

           23,557.435

            7.81

                183,984

Non-Qualified XIX

           78,736.851

            7.86

                618,872

      1,232,398.368

$        10,493,135

124

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Division/Contract

Units

Unit Value

Extended Value

Wanger U.S. Smaller Companies

Contracts in accumulation period:

Non-Qualified V (0.75)

             7,340.185

$       10.16

$               74,576

             7,340.185

$               74,576

125

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Non-Qualified 1964

Individual Contracts issued from December 1, 1964 to March 14, 1967.

Non-Qualified V

Certain AetnaPlus Contracts issued in connection with deferred compensation plans issued since August 28, 1992, and certain individual non-qualified Contracts.

Non-Qualified V (0.75)

Subset of Non-Qualified V Contracts having a mortality and expense charge of 0.75%

Non-Qualified VI

Certain existing Contracts that were converted to ACES, an administrative system (previously valued under Non-Qualified I).

Non-Qualified VII

Certain individual and group Contracts issued as non-qualified deferred annuity contracts or Individual retirement annuity Contracts issued since May 4, 1994.

Non-Qualified VIII

Certain individual retirement annuity Contracts issued since May 1, 1998.

Non-Qualified IX

Group Aetna Plus Contracts assessing an administrative expense charge effective April 7, 1997 issued in connection with deferred compensation plans.

Non-Qualified X

Group AetnaPlus contracts containing contractual limits on fees, issued in connection with deferred compensation plans and as individual non-qualified Contracts, resulting in reduced daily charges for certain funding options effective May 29, 1997.

Non-Qualified XI

Certain Contracts, previously valued under Non-Qualified VI, containing contractual limits on fees, resulting in reduced daily charges for certain funding options effective May 29, 1997.

126

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Non-Qualified XII

Certain individual retirement annuity contracts issued since March 1999.

Non-Qualified XIII

Certain individual retirement annuity Contracts issued since October 1, 1998.

Non-Qualified XIV

Certain individual retirement annuity Contracts issued since September 1, 1998.

Non-Qualified XV

Certain individual retirement annuity Contracts issued since September 1, 1998.

Non-Qualified XVI

Certain individual retirement annuity Contracts issued since August 2000.

Non-Qualified XVII

Group AetnaPlus contracts issued in connection with deferred compensation plans having Contract modifications effective September 1, 1999.

Non-Qualified XVIII

Certain individual retirement annuity Contracts issued since September 2000.

Non-Qualified XIX

Certain individual retirement annuity Contracts issued since August 2000.

Non-Qualified XX

Certain deferred compensation Contracts issued since December 2002.

127

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Financial Highlights

A summary of unit values and units outstanding for variable annuity Contracts, expense ratios, excluding expenses of underlying Funds, investment income ratios, and total return for the nine months ended September 30, 2004 and 2003, and the years ended December 31, 2002 and 2001, along with units outstanding and unit values for the year ended December 31, 2000, follows:

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

AIM V.I. Capital Appreciation

2004*

      1,778

$5.20 to $9.10

$     14,790

-

%

0.75% to 1.90%

-4.41% to -3.68%

2003*

      2,068

$4.89 to $8.48

        16,156

-

0.75% to 1.90%

-10.39% to -10.11%

2002

      2,233

$4.28 to $7.37

        14,832

-

0.45% to 1.90%

-25.80% to -0.04%

2001

      2,600

$5.77 to $9.84

        23,509

        7.71

0.45% to 2.25%

-24.75% to -23.82%

2000

      2,085

$7.67 to $12.95

        25,987

(a)

(a)

(a)

AIM V.I. Core Equity

2004*

      3,034

$6.27 to $11.94

        31,071

-

0.75% to 2.25%

-0.16% to 0.89%

2003*

      3,478

$5.70 to $10.74

        32,098

-

0.75% to 2.25%

-9.52% to -9.24%

2002

      3,742

$5.14 to $7.67

        29,940

        0.30

0.75% to 2.25%

-17.19% to -16.21%

2001

      4,491

$6.21 to $9.17

        42,858

        0.05

0.45% to 2.25%

-24.31% to -16.23%

2000

      4,034

$8.20 to $12.00

        49,823

(a)

(a)

(a)

AIM V.I. Government Securities

2004*

      1,160

$11.61 to $12.52

        14,217

-

0.95% to 1.90%

0.52% to 1.21%

2003*

      1,503

$11.57 to $12.37

        18,245

-

0.95% to 1.90%

0.00% to 0.17%

2002

      2,139

$11.65 to $12.36

        25,997

        2.67

0.95% to 1.90%

0.07% to 8.01%

2001

         819

$10.83 to $11.38

          9,149

        5.55

0.50% to 1.90%

4.38% to 5.40%

2000

           28

$10.38 to $10.80

             295

(a)

(a)

(a)

AIM V.I. Growth

2004*

      2,614

$4.14 to $11.68

        16,273

-

0.75% to 1.90%

-3.72% to -2.68%

2003*

      2,764

$3.89 to $5.97

        15,925

-

0.75% to 1.90%

-9.82% to -9.49%

2002

      3,069

$3.34 to $5.09

        14,946

-

0.75% to 1.90%

-32.29% to -31.49%

2001

      3,912

$4.93 to $7.44

        27,757

        0.20

0.45% to 2.25%

-35.18% to -34.38%

2000

      3,321

$7.60 to $11.37

        37,257

(a)

(a)

(a)

128

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

AIM V.I. Premier Equity

2004*

4,316

$6.08 to $8.28

$ 35,622

-

%

0.75% to 1.90%

-3.95% to -3.02%

2003*

      5,237

$5.76 to $7.77

        40,782

-

0.75% to 1.90%

-9.23% to -8.96%

2002

      5,969

$5.16 to $6.91

        41,327

        0.29

0.45% to 1.90%

-31.59% to -30.57%

2001

      7,410

$7.54 to $10.00

        74,008

        2.16

0.45% to 2.25%

-14.24% to -9.62%

2000

      6,222

$8.79 to $11.55

        73,350

(a)

(a)

(a)

Alger American Balanced

2004*

           77

$24.35

          1,886

        1.50

1.40%

-3.03%

2003*

         101

$23.71

          2,392

        2.17

1.40%

-5.58%

2002

         120

$21.40

          2,576

        1.69

1.40%

-13.52%

2001

         152

$24.74

          3,765

        3.07

0.85% to 1.40%

-3.31%

2000

         191

$25.59

          4,888

(a)

(a)

(a)

Alger American Income & Growth

2004*

         233

$21.54

          5,022

        0.56

1.40%

-2.84%

2003*

         318

$19.82

          6,303

        0.32

1.40%

-10.60%

2002

         356

$17.31

          6,167

        0.64

1.40%

-32.07%

2001

         443

$25.49

        11,279

        6.98

0.85% to 1.40%

-15.53%

2000

         550

$30.17

        16,586

(a)

(a)

(a)

Alger American Leveraged AllCap

2004*

         222

$16.23 to $21.98

          4,874

-

1.25% to 1.40%

-5.38% to -5.25%

2003*

         287

$15.64 to $21.21

          6,081

-

1.25% to 1.40%

-8.70%

2002

         327

$12.87 to $17.49

          5,724

        0.01

1.25% to 1.40%

-34.84% to -34.74%

2001

         388

$19.73 to $26.84

        10,424

        3.28

0.85% to 1.40%

-17.11% to -16.99%

2000

         481

$23.77 to $32.38

        15,563

(a)

(a)

(a)

AllianceBernstein VPSF Growth and Income

2004*

      4,127

$10.11 to $10.38

        42,280

        0.95

0.95% to 1.90%

0.39% to 1.18%

2003*

      3,064

$9.01 to $9.26

        27,956

        1.03

0.95% to 1.90%

-10.21% to -10.05%

2002

      2,855

$7.68 to $7.89

        22,169

        0.80

0.95% to 1.90%

-23.53% to -22.79%

2001

      2,791

$9.99 to $10.27

        28,177

        4.75

0.50% to 1.90%

-1.56% to -0.60%

2000

           88

$10.10 to $10.39

             898

(a)

(a)

(a)

129

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

AllianceBernstein VPSF Premier Growth

2004*

      1,335

$5.04 to $5.42

$       6,939

-

%

0.95% to 1.90%

-3.10% to -2.28%

2003*

      1,391

$4.79 to $5.16

          6,882

-

0.95% to 1.90%

-7.60% to -7.29%

2002

      1,333

$4.24 to $4.57

          5,838

-

0.95% to 1.90%

-31.96% to -31.30%

2001

      1,331

$6.20 to $6.69

          8,532

        6.31

0.50% to 1.90%

-18.80% to -17.99%

2000

         341

$7.60 to $8.20

          2,687

(a)

(a)

(a)

AllianceBernstein VPSF Quasar

2004*

         526

$7.11 to $8.17

          4,098

-

0.95% to 1.90%

-0.97% to -0.24%

2003*

         363

$6.17 to $7.02

          2,445

-

0.95% to 1.90%

-14.29% to -14.01%

2002

         128

$4.91 to $5.55

             684

-

0.95% to 1.90%

-33.07% to -32.42%

2001

         116

$7.34 to $8.22

             910

        3.62

0.50% to 1.90%

-14.43% to -13.59%

2000

             9

$8.58 to $9.51

               82

(a)

(a)

(a)

American Century® VP Balanced

2004*

           66

18.56

          1,228

        1.74

1.40%

2.03%

2003*

           86

$17.06

          1,474

        2.71

1.40%

-6.21%

2002

           96

$15.44

          1,483

        2.84

1.40%

-10.82%

2001

         118

$17.32

          2,043

        6.22

0.85% to 1.40%

-4.90%

2000

         147

$18.21

          2,684

(a)

(a)

(a)

American Century® VP International

2004*

           83

$13.12 to $14.38

          1,192

        0.55

1.25% to 1.40%

-0.21% to -0.08%

2003*

           98

$11.58 to $12.71

          1,248

        0.79

1.25% to 1.40%

-11.81% to -11.80%

2002

         131

$10.68 to $11.74

          1,539

        0.83

1.25% to 1.40%

-21.49% to -21.37%

2001

         185

$13.59 to $14.95

          2,759

      10.20

0.85% to 1.40%

-30.17% to -30.06%

2000

         229

$19.43 to $21.41

          4,905

(a)

(a)

(a)

Calvert Social Balanced

2004*

         166

$11.44 to $21.51

          2,113

-

0.75% to 1.40%

1.24% to 1.70%

2003*

         170

$10.59 to $19.79

          1,985

-

0.75% to 1.40%

-6.43% to -6.28%

2002

         167

$9.61 to $17.86

          1,775

        2.79

0.75% to 1.40%

-13.38% to -12.81%

2001

         158

$11.09 to $20.48

          1,959

        4.91

0.45% to 1.50%

-8.25% to -7.64%

2000

         175

$12.09 to $22.18

          2,514

(a)

(a)

(a)

130

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Federated American Leaders

2004*

      1,814

$16.86 to $23.31

$     42,329

        1.46

%

1.25% to 1.40%

-0.26% to -0.12%

2003*

      2,307

$14.76 to $20.44

        47,192

        1.58

1.25% to 1.40%

-12.56% to -12.54%

2002

      2,720

$13.39 to $18.56

        50,539

        1.17

1.25% to 1.40%

-21.33% to -21.21%

2001

      3,522

$16.99 to $23.59

        83,193

        2.06

0.85% to 1.40%

-5.56% to -5.42%

2000

      4,105

$17.97 to $24.98

      102,586

(a)

(a)

(a)

Federated Capital Income

2004*

         401

$10.89 to $13.03

          5,239

        4.56

1.25% to 1.40%

2.20% to 2.25%

2003*

         540

$9.76 to $11.69

          6,328

        6.61

1.25% to 1.40%

-8.36% to -8.31%

2002

         653

$8.94 to $10.72

          7,021

        5.71

1.25% to 1.40%

-25.01% to -24.90%

2001

         923

$11.90 to $14.29

        13,230

        3.57

0.85% to 1.40%

-14.94% to -14.81%

2000

      1,149

$13.97 to $16.80

        19,351

(a)

(a)

(a)

Federated Equity Income

2004*

         704

$12.58

          8,938

        2.07

1.25% to 1.40%

1.94%

2003*

         910

$10.92

        10,017

        1.97

1.25% to 1.40%

-11.51%

2002

      1,035

$9.83

        10,264

        2.11

1.25% to 1.40%

-21.85%

2001

      1,384

$12.58

        17,476

        1.97

0.75% to 1.40%

-12.24%

2000

      1,690

$14.33

        24,264

(a)

(a)

(a)

Federated Fund for U.S. Government Securities

2004*

         442

$15.75

          6,963

        4.87

1.25% to 1.40%

1.68%

2003*

         678

$15.49

        10,511

        3.74

1.25% to 1.40%

0.00%

2002

         826

$15.35

        12,674

        3.65

1.40%

7.52%

2001

         820

$14.28

        11,702

        3.90

0.85% to 1.40%

5.53%

2000

         823

$13.53

        11,133

(a)

(a)

(a)

Federated High Income Bond

2004*

         710

$14.62 to $17.11

        12,167

        7.73

1.25% to 1.40%

5.29% to 5.41%

2003*

      1,036

$13.21 to $15.49

        16,075

        7.61

1.25% to 1.40%

-4.76% to -4.68%

2002

      1,236

$11.49 to $13.48

        16,683

      10.52

1.25% to 1.40%

-0.03% to 0.12%

2001

      1,548

$11.48 to $13.49

        20,899

      11.00

0.85% to 1.40%

-0.04% to 0.10%

2000

      1,959

$11.46 to $13.49

        26,446

(a)

(a)

(a)

131

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Federated International Equity

2004*

         392

$13.07 to $14.10

$       5,561

-

%

1.25% to 1.40%

-0.07% to 0.08%

2003*

         482

$11.52 to $12.45

          6,042

-

1.25% to 1.40%

-11.79% to -11.76%

2002

         551

$10.03 to $10.85

          6,024

-

1.25% to 1.40%

-23.84% to -23.73%

2001

         767

$13.15 to $14.25

        10,976

      12.94

0.85% to 1.40%

-30.42% to -30.31%

2000

         978

$18.87 to $20.48

        20,057

(a)

(a)

(a)

Federated Mid Cap Growth Strategies

2004*

         522

$19.21

        10,022

-

1.40%

2.02%

2003*

         646

$16.74

        10,814

-

1.40%

-11.10%

2002

         764

$13.63

        10,415

-

1.40%

-27.38%

2001

      1,117

$18.77

        20,974

        1.68

0.85% to 1.40%

-23.48%

2000

      1,378

$24.53

        33,809

(a)

(a)

(a)

Federated Prime Money

2004*

         302

$12.51

          3,781

        0.46

1.40%

-0.64%

2003*

         456

$12.62

          5,751

        0.56

1.40%

0.24%

2002

         583

$12.68

          7,387

        1.37

1.40%

0%

2001

         695

$12.68

          8,812

        3.44

0.85% to 1.40%

2.28%

2000

         702

$12.40

          8,703

(a)

(a)

(a)

Fidelity® VIP Asset Manager^SM

2004*

         645

$15.14 to $18.05

        11,270

        2.75

1.25% to 1.40%

-1.20% to -1.05%

2003*

         697

$14.44 to $17.24

        11,627

        3.58

1.25% to 1.40%

-5.64% to -5.62%

2002

         728

$13.13 to $15.71

        11,086

        4.06

1.25% to 1.40%

-10.01% to -9.87%

2001

         831

$14.57 to $17.45

        14,094

        6.08

0.85% to 1.40%

-5.44% to -5.30%

2000

         993

$15.39 to $18.46

        17,821

(a)

(a)

(a)

Fidelity® VIP Contrafund®

2004*

    12,739

$9.48 to $25.29

      212,105

        0.33

0.75% to 1.90%

4.18% to 5.18%

2003*

    11,048

$8.20 to $21.76

      164,599

        0.46

0.75% to 1.90%

-10.13% to -9.85%

2002

    10,912

$7.22 to $19.81

      145,571

        0.86

0.45% to 1.90%

-11.07% to 78.65%

2001

    11,618

$8.12 to $21.96

      173,999

        3.56

0.45% to 1.90%

-13.93% to -3.25%

2000

    12,102

$9.43 to $24.67

      216,963

(a)

(a)

(a)

132

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Fidelity® VIP Equity-Income

2004*

    12,747

$10.40 to $23.30

$   199,377

        1.57

%

0.75% to 1.90%

0.67% to 1.54%

2003*

    11,551

$9.08 to $20.23

      164,272

        1.79

0.75% to 1.90%

-12.42% to -12.10%

2002

    11,480

$8.08 to $17.95

      146,420

        1.78

0.75% to 1.90%

-18.53% to -17.57%

2001

    12,170

$9.92 to $21.92

      193,019

        6.26

0.45% to 1.90%

-6.77% to -5.67%

2000

    10,395

$10.64 to $23.40

      188,025

(a)

(a)

(a)

Fidelity® VIP Growth

2004*

      9,455

$5.79 to $21.66

      111,785

        0.28

0.75% to 1.90%

-6.16% to -5.21%

2003*

      9,340

$5.57 to $20.74

      111,568

        0.27

0.75% to 1.90%

-9.89% to -9.67%

2002

      9,473

$4.73 to $17.54

        98,180

        0.26

0.45% to 1.90%

-31.44% to -30.42%

2001

    10,633

$6.90 to 25.45

      167,319

        7.26

0.45% to 1.90%

-19.23% to -18.23%

2000

      9,467

$8.54 to $31.34

      209,610

(a)

(a)

(a)

Fidelity® VIP High Income

2004*

      4,642

$8.40 to $12.39

        48,799

        8.68

0.80% to 2.25%

3.23% to 3.97%

2003*

      5,310

$7.72 to $11.38

        50,470

        6.79

0.95% to 2.25%

-4.93% to -4.74%

2002

      4,489

$6.46 to $9.53

        36,456

      10.78

0.95% to 2.25%

1.48% to 2.46%

2001

      4,973

$6.34 to $9.34

        39,385

      13.71

0.50% to 2.25%

-13.42% to -12.58%

2000

      4,980

$7.28 to $10.74

        45,512

(a)

(a)

(a)

Fidelity® VIP Index 500

2004*

      3,390

$17.11 to $20.37

        67,009

        1.37

1.25% to 1.40%

0.30% to 0.35%

2003*

      3,803

$15.25 to $18.19

        67,254

        1.52

1.25% to 1.40%

-10.56% to -10.44%

2002

      4,125

$13.44 to $16.04

        64,190

        1.38

1.25% to 1.40%

-23.34% to -23.22%

2001

      4,961

$17.51 to $20.93

      100,783

        1.20

0.85% to 1.40%

-13.34% to -13.21%

2000

      5,672

$20.17 to $24.15

      133,049

(a)

(a)

(a)

Fidelity® VIP Investment Grade Bond

2004*

         127

$16.12 to $16.42

          2,087

        4.25

1.25% to 1.40%

2.18% to 2.28%

2003*

         152

$15.69 to $16.01

          2,436

        4.24

1.25% to 1.40%

-0.44% to -0.37%

2002

         187

$15.17 to $15.49

          2,890

        4.05

1.25% to 1.40%

8.80% to 8.96%

2001

         217

$13.92 to $14.24

          3,084

        5.86

0.85% to 1.40%

6.94% to 7.10%

2000

         278

$13.00 to $13.32

          3,700

(a)

(a)

(a)

133

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Fidelity® VIP Overseas

2004*

         964

$9.63 to $14.50

$     13,488

        1.27

%

0.75% to 1.50%

-1.66% to -1.14%

2003*

         821

$8.39 to $12.71

        10,074

        0.71

0.75% to 1.50%

-13.95% to -13.74%

2002

         654

$6.85 to $10.42

          6,617

        0.85

0.75% to 1.50%

-21.47% to -20.88%

2001

         770

$8.67 to $13.26

          9,914

      13.97

0.45% to 1.50%

-22.35% to -21.76%

2000

         872

$11.08 to $17.06

        14,451

(a)

(a)

(a)

Franklin Small Cap Value Securities

2004*

         164

$13.08 to $13.39

          2,180

        0.07

0.75% to 1.50%

9.47% to 9.93%

2003*

           46

$10.24 to $10.38

             472

        0.24

0.75% to 1.25%

-14.81% to -14.78%

2002

           39

$9.22 to $9.29

             365

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING GET Fund - Series G

2004*

    11,472

$10.05 to $10.52

      116,444

        4.54

1.00% to 1.90%

-0.89% to -0.19%

2003*

    14,406

$10.14 to $10.51

      147,232

        3.94

1.00% to 1.90%

-0.28% to 0.00%

2002

    16,105

$10.11 to $10.41

      163,877

        3.84

1.00% to 1.90%

2.97% to 3.92%

2001

    17,381

$9.82 to $10.02

      171,369

        0.38

1.00% to 2.40%

-0.52% to 0.40%

2000

    18,850

$9.87 to $9.98

      186,445

(a)

(a)

(a)

ING GET Fund - Series H

2004*

      8,518

$10.21 to $10.66

        87,836

        4.52

1.00% to 1.90%

-0.87% to -0.28%

2003*

    10,695

$10.26 to $10.62

      110,650

        4.01

1.00% to 1.90%

-0.65% to -0.39%

2002

    11,865

$10.18 to $10.46

      121,603

        3.59

1.00% to 1.90%

2.78% to 3.72%

2001

    13,233

$9.91 to $10.01

      131,686

        0.47

1.00% to 2.40%

-1.24% to -0.33%

2000

    14,101

$10.03 to $10.12

      141,764

(a)

(a)

(a)

ING GET Fund - Series I

2004*

      6,156

$10.11 to $10.32

        62,831

        4.05

1.45% to 1.90%

-1.08% to -0.77%

2003*

      7,559

$10.21 to $10.38

        77,757

        3.38

1.45% to 1.90%

-0.19% to -0.10%

2002

      8,275

$10.10 to $10.23

        84,079

        3.54

1.45% to 1.90%

3.35% to 3.82%

2001

      8,909

$9.78 to $9.86

        87,402

        0.25

1.35% to 2.40%

-0.76% to -0.30%

2000

      9,419

$9.85 to $9.89

        92,929

(a)

(a)

(a)

134

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING GET Fund - Series J

2004*

      4,893

$10.03 to $10.23

$     49,515

        4.27

%

1.45% to 1.90%

-0.89% to -0.58%

2003*

      6,309

$10.13 to $10.29

        64,327

        3.53

1.45% to 1.90%

0.00% to 0.10%

2002

      7,113

$10.05 to $10.17

        71,844

        3.49

1.45% to 1.90%

4.05% to 4.53%

2001

      7,719

$9.66 to $9.73

        74,801

        0.18

1.35% to 2.40%

-0.63% to -0.16%

2000

      8,207

$9.72 to $9.75

        79,872

(a)

(a)

(a)

ING GET Fund - Series K

2004*

      6,002

$9.85 to $10.27

        60,396

        3.47

1.45% to 2.40%

-1.30% to -0.58%

2003*

      7,254

$10.03 to $10.36

        73,937

        3.13

1.45% to 2.40%

0.29% to 0.50%

2002

      8,037

$9.99 to $10.24

        81,260

        2.68

1.45% to 2.40%

3.20% to 4.20%

2001

      9,082

$9.68 to $9.82

        88,558

-

1.35% to 2.40%

-3.19% to -2.24%

2000

      9,357

$10.00 to $10.05

        93,790

(a)

(a)

(a)

ING GET Fund - Series L

2004*

      5,385

$9.85 to $10.22

        53,972

        3.92

1.45% to 2.40%

-1.40% to -0.68%

2003*

      6,858

$10.01 to $10.29

        69,578

        3.41

1.45% to 2.40%

0.00% to 0.20%

2002

      7,535

$9.89 to $10.09

        75,255

        0.05

1.45% to 2.40%

0.22% to 1.20%

2001

      8,101

$9.87 to $9.97

        80,345

        4.63

1.35% to 2.40%

-1.53% to -0.46%

2000

           58

$10.01 to $10.02

             585

(a)

(a)

(a)

ING GET Fund - Series M

2004*

      7,967

$9.90 to $10.25

        80,103

        4.26

1.45% to 2.40%

-1.39% to -0.68%

2003*

    10,086

$10.03 to $10.28

      102,283

        3.42

1.45% to 2.40%

-0.39% to -0.10%

2002

    11,558

$9.91 to $10.08

      115,381

        0.03

1.45% to 2.40%

1.12% to 2.10%

2001

    12,531

$9.80 to $9.87

      123,165

(b)

1.45% to 2.40%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

ING GET Fund - Series N

2004*

      6,448

$10.03 to $10.36

        65,636

        3.37

1.45% to 2.40%

-1.18% to -0.38%

2003*

      7,815

$10.11 to $10.34

        79,795

        2.60

1.45% to 2.40%

-0.58% to -0.39%

2002

      8,982

$9.97 to $10.12

        90,143

        0.02

1.45% to 2.40%

-2.77% to -1.82%

2001

    10,181

$10.25 to $10.31

      104,606

(b)

1.45% to 2.40%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

135

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING GET Fund - Series P

2004*

      4,968

$9.91 to $10.21

$     49,857

        3.57

%

1.45% to 2.40%

-1.20% to -0.39%

2003*

      6,254

$10.00 to $10.20

        63,075

        2.47

1.45% to 2.40%

-0.49% to -0.30%

2002

      7,680

$9.89 to $10.01

        76,334

        0.04

1.45% to 2.40%

-1.16% to -0.20%

2001

      8,288

$10.00 to $10.03

        83,012

(b)

1.45% to 2.40%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

ING GET Fund - Series Q

2004*

      3,859

$10.13 to $10.41

        39,564

        3.49

1.45% to 2.40%

-1.27% to -0.57%

2003*

      4,592

$10.20 to $10.38

        47,203

        0.00

1.45% to 2.40%

-0.86% to -0.58%

2002

      5,460

$10.00 to $10.10

        54,826

        3.81

1.45% to 2.40%

0.00% to 0.97%

2001

         162

$10.00

          1,620

(b)

1.45% to 2.40%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

ING GET Fund - Series R

2004*

      3,274

$10.30 to $10.56

        34,127

        3.18

1.45% to 2.40%

-1.15% to -0.38%

2003*

      3,791

$10.28 to $10.44

        39,270

        0.01

1.45% to 2.40%

-1.51% to -1.33%

2002

      4,312

$10.06 to $10.14

        43,556

(c)

1.45% to 2.40%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING GET Fund - Series S

2004*

      3,636

$10.24 to $10.57

        37,614

        2.61

1.00% to 2.40%

-1.06% to 0.00%

2003*

      4,614

$10.23 to $10.42

        47,515

        0.09

1.00% to 2.40%

-1.42% to -1.16%

2002

      5,334

$10.01 to $10.08

        53,553

(c)

1.00% to 2.40%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING GET Fund - Series T

2004*

      2,792

$10.28 to $10.48

        28,942

        2.77

1.45% to 2.40%

-1.15% to -0.47%

2003*

      3,184

$10.25 to $10.35

        32,773

        0.13

1.45% to 2.40%

-1.71% to -1.44%

2002

      3,908

$10.06 to $10.09

        39,378

(c)

1.45% to 2.40%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

136

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING GET Fund - Series U

2004*

      2,613

$10.38 to $10.56

$     27,318

        1.91

%

1.45% to 2.40%

-1.05% to -0.38%

2003*

      2,980

$10.27 to $10.35

        30,710

-

1.45% to 2.40%

-2.36% to -2.10%

2002

           50

$9.99 to $10.00

             503

(c)

0.95% to 1.75%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING GET Fund - Series V

2004*

      5,984

$9.61 to $9.76

        57,886

        0.98

1.45% to 2.40%

-0.83% to -0.10%

2003*

      8,110

$9.64 to $9.69

        78,382

-

1.45% to 2.40%

-0.82% to -0.52%

2002

(d)

(d)

(d)

(d)

(d)

(d)

2001

(d)

(d)

(d)

(d)

(d)

(d)

2000

(d)

(d)

(d)

(d)

(d)

(d)

ING VP Balanced

2004*

      7,403

$9.29 to $25.25

      178,890

        2.06

0.75% to 2.25%

1.20% to 2.14%

2003*

      6,718

$8.59 to $23.06

      156,793

        2.04

0.75% to 2.25%

-6.75% to -6.40%

2002

      7,046

$7.87 to $26.80

      148,868

        1.07

0.45% to 2.25%

-12.01% to -10.71%

2001

      8,277

$8.94 to $30.01

      189,948

        5.84

0.45% to 2.25%

-6.04% to 0.46%

2000

      8,309

$9.52 to $24.76

      199,768

(a)

(a)

(a)

ING VP Intermediate Bond

2004*

      7,984

$11.26 to $19.58

      141,936

        4.30

0.75% to 2.25%

2.18% to 3.05%

2003*

      8,852

$10.85 to $18.84

      152,333

        1.75

0.75% to 2.25%

-0.88% to -0.57%

2002

      9,939

$11.86 to $18.01

      164,563

        3.25

0.75% to 2.25%

6.28% to 7.53%

2001

      9,525

$11.16 to $16.75

      144,459

        6.51

0.45% to 2.25%

6.67% to 7.93%

2000

      6,869

$10.46 to $15.52

        99,490

(a)

(a)

(a)

ING VP Emerging Markets

2004*

           75

$9.48

             714

-

1.40%

3.27%

2003*

           91

$8.02

             727

-

1.40%

-12.64%

2002

         103

$6.32

             649

-

1.40%

-10.60%

2001

         129

$7.08

             912

      19.78

0.85% to 1.40%

-11.68%

2000

         157

$8.01

          1,255

(a)

(a)

(a)

137

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING VP Money Market

2004*

    15,585

$10.01 to $14.47

$   196,622

        1.12

%

0.75% to 2.25%

-0.79% to 0.09%

2003*

    15,863

$10.02 to $14.45

      207,705

        1.75

0.75% to 2.25%

-0.07% to 0.29%

2002

    19,939

$10.30 to $14.44

      262,556

        3.85

0.75% to 2.25%

-0.31% to 0.86%

2001

    22,423

$10.33 to $48.45

      293,027

        4.69

0.45% to 2.25%

1.33% to 3.16%

2000

    16,310

$10.13 to $13.88

      211,809

(a)

(a)

(a)

ING VP Natural Resources

2004*

         101

$15.93 to $16.94

          1,642

        1.01

0.75% to 1.50%

7.78% to 8.31%

2003*

         119

$12.56 to $13.27

          1,517

-

0.75% to 1.50%

-15.15% to -14.95%

2002

         135

$11.48 to $12.07

          1,567

        0.19

0.75% to 1.50%

-3.56% to -2.83%

2001

         166

$11.90 to $12.42

          2,003

-

0.45% to 1.50%

-17.19% to -16.57%

2000

         193

$14.35 to $14.87

          2,801

(a)

(a)

(a)

ING Julius Baer Foreign

2004*

             1

$10.09

               12

(e)

0.75%

(e)

2003*

(e)

(e)

(e)

(e)

(e)

(e)

2002

(e)

(e)

(e)

(e)

(e)

(e)

2001

(e)

(e)

(e)

(e)

(e)

(e)

2000

(e)

(e)

(e)

(e)

(e)

(e)

ING MFS Total Return

2004*

           97

$11.63 to $12.07

          1,132

-

0.75% to 1.50%

3.01% to 3.35%

2003*

             2

$10.58 to $10.60

               23

(d)

0.75% to 1.25%

(d)

2002

(d)

(d)

(d)

(d)

(d)

(d)

2001

(d)

(d)

(d)

(d)

(d)

(d)

2000

(d)

(d)

(d)

(d)

(d)

(d)

ING T. Rowe Price Equity Income

2004*

         126

$12.69 to $13.45

          1,604

-

0.75% to 1.50%

4.27% to 4.58%

2003*

           54

$10.82 to $10.84

             589

(d)

0.75% to 1.25%

(d)

2002

(d)

(d)

(d)

(d)

(d)

(d)

2001

(d)

(d)

(d)

(d)

(d)

(d)

2000

(d)

(d)

(d)

(d)

(d)

(d)

138

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING Aeltus Enhanced Index

2004*

             7

$10.10 to $10.23

$            74

-

%

0.75% to 1.25%

0.29%

2003*

             2

$9.15

               17

(d)

0.75%

(d)

2002

(d)

(d)

(d)

(d)

(d)

(d)

2001

(d)

(d)

(d)

(d)

(d)

(d)

2000

(d)

(d)

(d)

(d)

(d)

(d)

ING Alger Aggressive Growth Portfolio - Service Class

2004*

           78

$9.75 to $12.54

             797

-

0.75% to 1.50%

-4.41% to -3.80%

2003*

           44

$9.05 to $9.33

             414

-

0.75% to 1.50%

-11.40% to -11.21%

2002

           24

$7.31 to $7.34

             179

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING Alger Growth Portfolio - Service Class

2004*

           44

$9.05 to $9.16

             401

-

0.75% to 1.25%

-5.73% to -5.37%

2003*

           33

$8.59 to $8.66

             289

-

0.75% to 1.25%

-10.55% to -10.52%

2002

             1

$7.24 to $7.26

                 9

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING American Century Small Cap Value

2004*

           70

$11.57 to $13.38

             840

-

0.75% to 1.25%

7.03% to 7.33%

2003*

           48

$9.48 to $10.93

             481

-

0.75% to 1.25%

-12.47% to -12.30%

2002

           20

$8.11 to $9.30

             173

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING Baron Small Cap Growth

2004*

         155

$12.38 to $13.95

          1,957

-

0.75% to 1.50%

8.60% to 9.27%

2003*

           99

$10.35 to $11.61

          1,047

-

0.75% to 1.50%

-9.28% to -9.21%

2002

           21

$8.72 to $9.68

             193

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

139

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING Goldman Sachs® Capital Growth

2004*

           29

$9.64 to $11.51

$          283

-

%

0.75% to 1.25%

-1.83% to -1.41%

2003*

             2

$8.99 to $10.70

               22

-

0.75% to 1.25%

-8.69% to -8.45%

2002

             2

$8.07

               18

(c)

0.75% to 0.80%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING JPMorgan International

2004*

      3,868

$7.35 to $21.08

        41,359

        1.19

0.75% to 1.90%

2.92% to 3.84%

2003*

      3,031

$6.17 to $17.49

        27,406

        1.19

0.75% to 1.90%

-13.84% to -13.59%

2002

      2,909

$5.62 to $15.80

        24,044

        0.62

0.75% to 1.90%

-19.64% to -18.69%

2001

      2,892

$7.00 to $19.44

        30,449

      25.04

0.45% to 2.25%

-28.33% to -27.48%

2000

      2,451

$9.76 to $26.80

        38,280

(a)

(a)

(a)

ING JPMorgan Mid Cap Value

2004*

         134

$12.71 to $14.50

          1,755

-

0.75% to 1.50%

8.35% to 9.01%

2003*

           44

$10.62 to $12.01

             494

-

0.75% to 1.25%

-9.94% to -9.83%

2002

             9

$9.17 to $9.20

               87

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING MFS Capital Opportunities

2004*

      3,070

$5.56 to $24.75

        35,339

        0.44

0.75% to 1.90%

-0.36% to 0.45%

2003*

      3,509

$5.08 to $22.35

        37,008

        0.20

0.75% to 1.90%

-9.29% to -8.96%

2002

      3,869

$4.44 to $20.94

        35,741

-

0.45% to 1.90%

-31.49% to -30.48%

2001

      4,710

$6.49 to $30.11

        62,832

      19.25

0.45% to 2.25%

-26.19% to -25.29%

2000

      4,048

$8.79 to $40.30

        78,233

(a)

(a)

(a)

ING MFS Global Growth Portfolio - Service Class

2004*

             1

$10.81 to $10.94

                 6

-

0.75% to 1.25%

0.18%

2003*

             1

$9.59 to $9.66

               10

-

0.75% to 1.25%

-11.54% to -11.45%

2002

             -

$8.32 to $8.35

                 1

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

140

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING OpCap Balanced Value

2004*

         175

$10.58 to $13.17

$       1,962

        1.06

%

0.75% to 1.50%

3.32% to 3.88%

2003*

           71

$9.45 to $9.96

             699

        3.08

0.75% to 1.50%

-8.03% to -7.71%

2002

             2

$8.34 to $8.37

               15

(c)

0.80% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING PIMCO Total Return

2004*

         288

$11.08 to $11.38

          3,260

-

0.75% to 1.50%

1.91% to 2.52%

2003*

         211

$10.83 to $11.11

          2,328

-

0.75% to 1.50%

0.09% to 0.18%

2002

         119

$10.70 to $10.75

          1,275

(c)

0.75% to 1.50%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING Salomon Brothers Aggressive Growth

2004*

      5,130

$4.79 to $13.76

        53,003

-

0.75% to 1.90%

-0.21% to 0.58%

2003*

      5,715

$4.37 to $12.41

        54,606

-

0.75% to 1.90%

-9.36% to -8.92%

2002

      6,053

$3.54 to $9.97

        47,008

-

0.45% to 1.90%

-36.54% to -35.60%

2001

      7,478

$ 5.58 to $15.53

        91,535

        6.31

0.45% to 2.25%

-26.64% to -25.74%

2000

      8,010

$7.60 to $20.93

      136,685

(a)

(a)

(a)

ING Salomon Brothers Fundamental Value

2004*

         138

$10.20 to $12.68

          1,469

-

0.75% to 1.50%

-1.35% to -0.75%

2003*

           40

$9.15 to $11.31

             380

        2.60

0.75% to 1.50%

-11.65% to -11.47%

2002

             1

$7.69

                 5

(c)

0.75%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING Salomon Brothers Investors Value

2004*

           35

$10.18 to $12.21

             364

        1.10

0.75% to 1.25%

0.39% to 0.68%

2003*

           14

$8.70 to $10.72

             130

        1.39

0.75% to 1.50%

-11.73% to -11.54%

2002

             2

$7.82

               14

(c)

1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

141

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

					Investment
		Units	Unit Fair Value	Net Assets	Income		Expense Ratio^B	Total Return^C
Division		(000's)	(lowest to highest)	(000's)	Ratio^A		(lowest to highest)	(lowest to highest)
ING T. Rowe Price Growth Equity
	2004*	2,923	$11.39 to $23.25	$ 69,123	0.16	%	0.75% to 1.50%	-2.00% to -1.43%
	2003*	3,064	$10.37 to $21.30	65,887	0.16		0.75% to 1.50%	-10.37% to -10.16%
	2002	3,205	$8.90 to $18.37	58,443	0.19		0.45% to 1.50%	-24.44% to -23.64%
	2001	3,768	$ 11.70 to $24.29	89,395	15.41		0.45% to 2.25%	-11.56% to -10.85%
	2000	4,250	$13.14 to $27.44	113,230	(a)		(a)	(a)
ING UBS U.S. Allocation Portfolio
	2004*	10	$9.65 to $10.34	108	-		0.75% to 1.50%	1.47% to 1.97%
	2003*	-	$9.02	1	-		1.25%	-10.25%
	2002	-	$8.01	428	(c)		1.25%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING UBS U.S. Large Cap Equity
	2004*	3,717	$6.24 to $13.71	40,668	0.79		0.75% to 1.90%	2.13% to 3.01%
	2003*	4,074	$5.54 to $12.04	39,735	0.59		0.75% to 1.90%	-9.54% to -9.28%
	2002	4,627	$4.98 to $10.73	40,669	0.20		0.75% to 1.90%	-26.32% to -25.45%
	2001	5,830	$6.77 to $14.39	69,394	20.49		0.45% to 1.90%	-22.40% to -21.48%
	2000	6,216	$8.71 to $18.33	97,910	(a)		(a)	(a)
ING Van Kampen Comstock
	2004*	158	$11.20 to $13.15	1,808	-		0.75% to 1.50%	5.92% to 6.34%
	2003*	77	$9.53 to $11.12	737	-		0.75% to 1.50%	-10.26% to -10.15%
	2002	38	$8.31 to $8.34	319	(c)		0.75% to 1.25%	(c)
	2001	(c)	(c)	(c)	(c)		(c)	(c)
	2000	(c)	(c)	(c)	(c)		(c)	(c)
ING VP Strategic Allocation Balanced
	2004*	1,085	$14.43 to $16.74	19,787	1.34		0.75% to 2.25%	1.61% to 2.01%
	2003*	902	$13.18 to $15.22	14,799	1.51		0.75% to 2.25%	-7.25% to -7.07%
	2002	977	$12.03 to $13.84	14,344	2.50		0.45% to 1.40%	-10.81% to -9.94%
	2001	1,082	$13.47 to $15.41	17,390	2.50		0.45% to 2.25%	-8.30% to -7.65%
	2000	1,232	$14.66 to $16.69	21,090	(a)		(a)	(a)

142

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING VP Strategic Allocation Growth

2004*

         773

$14.36 to $16.97

$     14,371

        1.08

%

0.75% to 2.25%

1.08% to 1.68%

2003*

         833

$12.89 to $15.15

        13,416

        0.92

0.75% to 2.25%

-9.23% to -9.03%

2002

         835

$11.55 to $13.52

        11,257

        1.75

0.75% to 2.25%

-15.04% to -14.40%

2001

         898

$13.56 to $15.80

        13,876

        1.59

0.45% to 2.25%

-12.87% to -12.21%

2000

      1,013

$15.52 to $18.00

        17,520

(a)

(a)

(a)

ING VP Strategic Allocation Income

2004*

         933

$14.86 to $16.74

        18,077

        1.86

0.75% to 1.50%

1.80% to 2.26%

2003*

      1,064

$13.85 to $15.52

        18,916

        2.34

0.75% to 1.40%

-5.19% to -5.01%

2002

      1,237

$12.99 to $14.51

        20,088

        3.32

0.75% to 1.40%

-5.69% to -0.78%

2001

      1,380

$10.79 to $15.29

        23,347

        4.36

0.45% to 2.25%

-3.75% to -3.11%

2000

      1,518

$11.13 to $15.77

        26,191

(a)

(a)

(a)

ING VP Growth and Income

2004*

    18,959

$6.35 to $197.95

      403,438

        0.93

0.75% to 2.25%

-2.76% to -1.94%

2003*

    21,402

$5.81 to $179.88

      414,270

-

0.75% to 2.25%

-11.38% to -11.03%

2002

    24,165

$5.28 to $162.71

      415,966

        0.84

0.45% to 1.90%

-26.42% to 60.86%

2001

    29,079

$7.17 to $219.66

      663,646

        0.60

0.45% to 2.25%

-19.96% to -18.98%

2000

    32,914

$8.96 to $272.61

      928,210

(a)

(a)

(a)

ING GET U.S. Core Portfolio - Series 1

2004*

      2,295

$10.12 to $10.25

        23,378

        0.67

1.45% to 2.40%

-0.98% to -0.29%

2003*

      2,620

$9.99 to $10.02

        26,205

(d)

1.45% to 2.40%

(d)

2002

(d)

(d)

(d)

(d)

(d)

(d)

2001

(d)

(d)

(d)

(d)

(d)

(d)

2000

(d)

(d)

(d)

(d)

(d)

(d)

ING GET U.S. Core Portfolio - Series 2

2004*

      2,188

$9.96 to $10.06

        21,919

        0.10

1.45% to 2.40%

-0.60% to 0.10%

2003*

         129

$9.99 to $10.00

          1,292

(d)

1.45% to 2.25%

(d)

2002

(d)

(d)

(d)

(d)

(d)

(d)

2001

(d)

(d)

(d)

(d)

(d)

(d)

2000

(d)

(d)

(d)

(d)

(d)

(d)

143

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

144

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING VP Growth

2004*

      2,495

$4.87 to $13.41

$     26,926

        0.13

%

0.75% to 1.90%

-4.70% to -4.01%

2003*

      2,950

$4.65 to $12.68

        30,082

-

0.75% to 1.90%

-9.31% to -8.95%

2002

      3,203

$4.00 to $10.80

        28,286

-

0.75% to 1.90%

-30.30% to -29.47%

2001

      4,148

$5.73 to $15.31

        52,088

      12.13

0.45% to 2.25%

-28.45% to -27.61%

2000

      4,705

$8.02 to $21.15

        85,002

(a)

(a)

(a)

ING VP Index Plus LargeCap

2004*

    11,415

$7.24 to $17.73

      175,959

        1.02

0.75% to 2.25%

-0.28 to 0.68%

2003*

    12,086

$6.51 to $15.75

      165,425

        1.09

0.75% to 2.25%

-10.57% to -10.29%

2002

    13,185

$5.86 to $14.07

      154,417

        0.24

0.45% to 2.25%

-23.02% to -21.88

2001

    15,160

$7.62 to $18.06

      224,762

        4.07

0.45% to 2.25%

-15.27% to -5.62%

2000

    14,826

$8.99 to $21.06

      261,795

(a)

(a)

(a)

ING VP Index Plus MidCap

2004*

         915

$13.09 to $18.13

        15,843

        0.43

0.75% to 1.50%

3.17% to 3.75%

2003*

         821

$11.22 to $15.53

        12,176

        0.49

0.75% to 1.50%

-11.21% to -11.06%

2002

         925

$12.33 to $13.31

        11,779

        0.50

0.45% to 1.50%

-13.40% to -12.49%

2001

         631

$14.24 to $15.26

          9,214

        6.54

0.45% to 1.50%

-2.80% to 12.09%

2000

         452

$14.50 to $15.59

          6,733

(a)

(a)

(a)

ING VP Index Plus SmallCap

2004*

         563

$12.83 to $14.48

          7,540

        0.15

0.75% to 1.50%

6.74% to 7.34%

2003*

         488

$10.57 to $11.85

          5,357

        0.19

0.75% to 1.50%

-12.16% to -12.06%

2002

         464

$8.96 to $9.99

          4,275

        0.19

0.75% to 1.50%

-14.50% to -13.86%

2001

         225

$10.48 to $11.60

          2,411

        3.71

0.45% to 1.50%

0.87% to 1.64%

2000

         104

$10.39 to $11.42

          1,098

(a)

(a)

(a)

ING VP International Equity

2004*

      1,216

$6.15 to $8.56

        10,839

        1.30

0.75% to 1.90%

1.32% to 2.03%

2003*

         871

$5.27 to $7.26

          6,107

        1.11

0.75% to 1.90%

-13.47% to -13.11%

2002

         836

$4.69 to $6.40

          5,228

        0.22

0.75% to 1.90%

-28.07% to -27.23%

2001

         954

$6.51 to $8.79

          7,991

        0.12

0.45% to 2.25%

-25.34% to -24.45%

2000

         863

$8.73 to $11.64

          9,708

(a)

(a)

(a)

145

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING VP Small Company

2004*

      4,711

$9.49 to $20.35

$     77,908

        0.29

%

0.75% to 1.90%

-0.73% to 0.25%

2003*

      4,488

$8.65 to $18.33

        67,764

        0.27

0.75% to 1.90%

-9.71% to -9.48%

2002

      4,213

$7.09 to $14.88

        52,158

        0.52

0.45% to 1.90%

-24.69% to -23.57%

2001

      3,814

$9.41 to $19.53

        62,576

        3.89

0.45% to 2.25%

0.50% to 3.22%

2000

      2,815

$9.22 to $18.92

        47,270

(a)

(a)

(a)

ING VP Value Opportunity

2004*

         947

$11.39 to $17.42

        15,815

        0.83

0.75% to 1.50%

1.23% to 1.82%

2003*

      1,176

$10.00 to $15.25

        17,270

        0.79

0.75% to 1.50%

-10.87% to -10.69%

2002

      1,272

$9.36 to $13.84

        17,001

        0.44

0.45% to 1.50%

-27.07% to -26.30%

2001

      1,441

$12.75 to $18.83

        26,362

        5.21

0.45% to 1.50%

-10.97% to 0.58%

2000

         963

$14.22 to $20.99

        19,710

(a)

(a)

(a)

ING VP International Value

2004*

         207

$10.44 to $11.72

          2,211

        1.11

0.75% to 1.50%

2.65% to 3.28%

2003*

         112

$9.06 to $10.12

          1,043

        1.52

0.75% to 1.50%

-11.11% to -10.91%

2002

           49

$7.95 to $8.83

             404

(c)

0.75% to 1.50%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING VP MagnaCap - Class I

2004*

           13

$8.88 to $8.98

             114

        1.28

0.75% to 1.25%

0.57% to 0.79%

2003*

             4

$7.78 to $7.84

               32

-

0.75% to 1.25%

-12.01% to -11.89%

2002

             4

$6.85

               27

(c)

0.75%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING VP MagnaCap - Class S

2004*

         150

$8.97 to $9.27

          1,377

        0.87

0.95% to 1.90%

-0.11% to 0.54%

2003*

           82

$7.93 to $8.12

             659

        0.52

0.95% to 1.90%

-11.93% to -11.69%

2002

           69

$7.01 to $7.12

             490

        0.95

0.95% to 1.90%

-25.77% to -23.73%

2001

           46

$9.28 to $9.34

             431

(b)

0.95% to 1.90%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

146

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

ING VP MidCap Opportunities - Class I

2004*

           58

$9.07 to $12.20

$          540

-

%

0.75% to 1.25%

-2.79% to -2.54%

2003*

         144

$8.39 to $8.48

          1,216

-

0.75% to 1.25%

-10.26% to -10.08%

2002

           11

$6.89 to $6.97

               76

(c)

0.75% to 1.50%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING VP MidCap Opportunities - Class S

2004*

      1,138

$7.91 to $8.17

          9,185

-

0.95% to 1.90%

-3.54% to -2.85%

2003*

         643

$7.37 to $7.55

          4,811

-

0.95% to 1.90%

-10.23% to -10.09%

2002

         418

$6.11 to $6.21

          2,583

-

0.95% to 1.90%

-27.40% to -26.70%

2001

         102

$8.42 to $8.48

             865

(b)

0.95% to 1.90%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

ING VP Real Estate

2004*

           34

$11.81 to $11.83

             397

(e)

0.75% to 1.25%

(e)

2003*

(e)

(e)

(e)

(e)

(e)

(e)

2002

(e)

(e)

(e)

(e)

(e)

(e)

2001

(e)

(e)

(e)

(e)

(e)

(e)

2000

(e)

(e)

(e)

(e)

(e)

(e)

ING VP SmallCap Opportunities - Class I

2004*

           24

$6.42 to $11.04

             156

-

0.75% to 1.25%

-5.87% to -5.51%

2003*

         201

$6.14 to $6.21

          1,250

-

0.75% to 1.25%

-10.00% to -9.97%

2002

           12

$4.98 to $5.02

               58

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

ING VP SmallCap Opportunities - Class S

2004*

         730

$5.91 to $6.11

          4,410

-

0.95% to 1.90%

-6.49% to -5.86%

2003*

         524

$5.70 to $5.84

          3,034

-

0.95% to 1.90%

-10.02% to -9.76%

2002

         376

$4.66 to $4.73

          1,772

-

0.95% to 1.90%

-44.82% to -44.28%

2001

         151

$8.44 to $8.50

          1,280

(b)

0.95% to 1.90%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

147

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Janus Aspen Balanced

2004*

      9,719

$9.40 to $26.21

$   157,654

        0.77

%

0.75% to 1.90%

0.64% to 1.51%

2003*

    12,369

$8.79 to $24.37

      189,581

        1.25

0.75% to 1.90%

-6.24% to -5.89%

2002

    13,695

$8.35 to $23.08

      197,825

        2.41

0.45% to 1.90%

-8.22% to 109.99%

2001

    15,239

$9.10 to $25.02

      240,241

        2.63

0.45% to 1.90%

-6.53% to -5.42%

2000

    13,985

$9.73 to $26.63

      244,144

(a)

(a)

(a)

Janus Aspen Flexible Income

2004*

         853

$11.38 to $21.22

        16,819

        2.42

0.75% to 1.50%

1.84% to 2.41%

2003*

      1,314

$11.10 to $20.64

        25,441

        2.44

0.75% to 1.50%

-0.39% to -0.20%

2002

      1,538

$12.85 to $19.62

        28,392

        4.45

0.45% to 1.50%

8.83% to 9.98%

2001

      1,415

$11.72 to $17.89

        23,940

        5.95

0.45% to 1.50%

-0.78% to 6.93%

2000

      1,182

$10.97 to $16.73

        18,730

(a)

(a)

(a)

Janus Aspen Growth

2004*

      7,180

$5.34 to $19.26

        83,081

        0.02

0.75% to 1.90%

-6.48% to -5.58%

2003*

      8,976

$5.07 to $18.19

        99,410

-

0.75% to 1.90%

-11.39% to -11.21%

2002

    10,142

$4.42 to $15.78

        98,503

-

0.45% to 1.90%

-27.91% to -26.84%

2001

    13,150

$6.13 to $21.78

      176,779

        0.26

0.45% to 2.25%

-26.17% to -25.27%

2000

    14,324

$8.30 to $29.34

      267,653

(a)

(a)

(a)

Janus Aspen Mid Cap Growth

2004*

      6,954

$4.00 to $18.85

        81,341

-

0.75% to 1.90%

3.09% to 4.20%

2003*

      7,951

$3.51 to $16.32

        82,859

-

0.75% to 1.90%

-9.84% to -9.41%

2002

      8,940

$2.92 to $15.64

        77,233

-

0.45% to 1.90%

-29.31% to -28.26%

2001

    11,480

$4.14 to $21.80

      141,806

-

0.45% to 1.90%

-40.61% to -39.88%

2000

    12,172

$6.97 to $36.27

      274,462

(a)

(a)

(a)

Janus Aspen Worldwide Growth

2004*

    11,580

$5.41 to $20.87

      149,178

        0.48

0.75% to 1.90%

-6.56% to -5.76%

2003*

    14,844

$5.15 to $19.78

      185,128

        0.82

0.75% to 1.90%

-11.30% to -11.05%

2002

    17,171

$4.76 to $18.46

      198,280

        0.84

0.45% to 1.90%

-26.92% to -25.84%

2001

    20,979

$6.51 to $24.89

      331,396

        0.44

0.45% to 2.25%

-23.92% to -22.98%

2000

    21,842

$8.56 to $32.41

      483,863

(a)

(a)

(a)

148

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Lord Abbett Growth and Income

2004*

         526

$10.14 to $12.37

$       5,454

-

%

0.75% to 1.50%

0.40% to 0.97%

2003*

         106

$9.10 to $10.87

             982

-

0.75% to 1.50%

-10.90% to -10.70%

2002

           54

$7.85 to $7.91

             422

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

Lord Abbett Mid-Cap Value

2004*

         235

$11.06 to $13.29

          2,656

-

0.75% to 1.50%

8.54% to 9.15%

2003*

         178

$8.92 to $10.82

          1,610

-

0.75% to 1.50%

-11.86% to -11.68%

2002

           55

$8.38 to $9.87

             474

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

MFS® Strategic Income

2004*

         179

$13.38 to $13.55

          2,397

        5.16

1.25% to 1.40%

3.16% to 3.20%

2003*

         204

$12.68 to $12.82

          2,587

        5.84

1.25% to 1.40%

-2.36% to -2.24%

2002

         228

$11.92 to $12.04

          2,720

        2.91

1.25% to 1.40%

6.89% to 7.05%

2001

         156

$11.15 to $11.25

          1,742

        3.89

0.85% to 1.40%

3.28% to 3.44%

2000

         142

$10.80 to $10.87

          1,537

(a)

(a)

(a)

MFS® Total Return

2004*

      8,769

$11.50 to $18.54

      124,783

        1.64

0.95% to 1.90%

2.50% to 3.28%

2003*

      7,547

$10.53 to $16.85

        99,759

        1.73

0.95% to 1.90%

-6.40% to -6.15%

2002

      7,407

$9.83 to $15.67

        91,725

        1.74

0.95% to 1.90%

-6.97% to -6.07%

2001

      7,002

$10.57 to $16.73

        93,910

        5.19

0.50% to 1.90%

-1.67% to -0.70%

2000

      4,368

$10.75 to $16.90

        63,398

(a)

(a)

(a)

Oppenheimer Aggressive Growth

2004*

      3,141

$4.21 to $13.64

        29,131

-

0.80% to 1.90%

4.99% to 5.73%

2003*

      3,226

$3.85 to $12.39

        26,739

-

0.95% to 1.90%

-4.30% to -3.93%

2002

      3,447

$3.26 to $10.43

        23,930

        0.67

0.95% to 1.90%

-29.17% to -28.48%

2001

      4,063

$4.60 to $14.62

        40,449

      15.39

0.50% to 2.25%

-32.58% to -31.92%

2000

      3,454

$6.82 to $21.54

        57,052

(a)

(a)

(a)

149

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Oppenheimer Global Securities

2004*

2,071

$12.95 to $20.25

$     37,650

        1.27

%

0.75% to 1.50%

1.32% to 1.90%

2003*

      1,257

$10.92 to $17.12

        19,665

        0.70

0.75% to 1.50%

-14.30% to -14.13%

2002

      1,174

$10.74 to $14.12

        15,177

        0.57

0.75% to 1.50%

-23.30% to -22.72%

2001

         977

$14.01 to $18.36

        16,403

      12.79

0.75% to 1.50%

-13.36% to -12.70%

2000

         881

$16.17 to $21.14

        17,260

(a)

(a)

(a)

Oppenheimer Main Street®

2004*

      5,819

$7.64 to $12.71

        64,314

        0.87

0.80% to 2.25%

-0.78% to -0.11%

2003*

      5,664

$6.93 to $11.46

        56,806

        0.93

0.95% to 2.25%

-10.19% to -9.95%

2002

      5,617

$6.20 to $10.19

        48,801

        0.77

0.95% to 2.25%

-20.34% to -19.57%

2001

      6,141

$7.78 to $12.71

        65,709

        0.53

0.50% to 2.25%

-11.87% to -11.02%

2000

      5,613

$8.83 to $14.33

        67,652

(a)

(a)

(a)

Oppenheimer Strategic Bond

2004*

      3,440

$12.59 to $14.82

        49,211

        5.08

0.75% to 2.25%

2.25% to 3.13%

2003*

      2,920

$11.75 to $13.88

        39,204

        6.41

0.75% to 2.25%

-3.95% to -3.69%

2002

      2,737

$10.76 to $12.38

        32,735

        7.25

0.75% to 2.25%

5.40% to 6.64%

2001

      2,585

$10.21 to $11.67

        28,892

        6.16

0.50% to 2.25%

2.84% to 4.06%

2000

      2,144

$9.93 to $11.27

        23,335

(a)

(a)

(a)

PIMCO VIT Real Return

2004*

           11

$10.56

             113

(e)

0.75%

(e)

2003*

(e)

(e)

(e)

(e)

(e)

(e)

2002

(e)

(e)

(e)

(e)

(e)

(e)

2001

(e)

(e)

(e)

(e)

(e)

(e)

2000

(e)

(e)

(e)

(e)

(e)

(e)

Pioneer Equity Income VCT

2004*

           71

$10.18 to $12.28

             743

        1.81

0.75% to 1.50%

5.93% to 6.54%

2003*

           25

$8.68 to $10.35

             220

        2.14

0.75% to 1.25%

-10.43% to -10.24%

2002

           19

$7.99 to $8.05

             153

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

150

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Pioneer Fund VCT

2004*

             1

$9.29 to $9.44

$            10

-

%

0.75% to 1.25%

0.87% to 1.29%

2003*

             0

$8.22

                 0

-

1.25%

-10.75%

2002

             -

$7.59

                 1

(c)

0.75%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

Pioneer Mid Cap Value VCT

2004*

         160

$12.81 to $14.37

          2,097

        0.42

0.75% to 1.50%

8.65% to 9.33%

2003*

           30

$10.29 to $10.46

             308

        0.59

0.75% to 1.50%

-12.83% to -12.72%

2002

             3

$8.73 to $8.80

               30

(c)

0.75% to 1.25%

(c)

2001

(c)

(c)

(c)

(c)

(c)

(c)

2000

(c)

(c)

(c)

(c)

(c)

(c)

Prudential Jennison

2004*

         145

$7.38 to $7.63

          1,096

-

0.95% to 1.90%

-2.77% to -2.05%

2003*

         107

$6.88 to $7.05

             751

-

0.95% to 1.90%

-9.50% to -9.32%

2002

           71

$5.97 to $6.07

             427

-

0.95% to 1.90%

-32.48% to -31.82%

2001

           81

$8.84 to $8.90

             724

-

0.95% to 1.90%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

Prudential SP William Blair International Growth

2004*

         590

$7.78 to $8.04

          4,692

-

0.95% to 1.90%

0.52% to 1.26%

2003*

         152

$6.83 to $6.99

          1,050

-

0.95% to 1.90%

-11.96% to -11.76%

2002

           37

$5.67 to $5.76

             214

-

0.95% to 1.90%

-24.30% to -21.53%

2001

             8

$ 7.49 to $7.52

               59

-

0.95% to 1.90%

(b)

2000

(b)

(b)

(b)

(b)

(b)

(b)

UBS U.S. Allocation

2004*

      1,232

$7.81 to $8.76

        10,493

        0.71

0.95% to 1.90%

0.90% to 1.74%

2003*

      1,415

$6.95 to $7.72

        10,669

        0.84

0.95% to 1.90%

-10.37% to -10.15%

2002

      1,454

$6.19 to $6.83

          9,725

        0.55

0.95% to 1.90%

-24.42% to -23.69%

2001

      1,635

$8.20 to $8.94

        14,334

        7.95

0.50% to 1.90%

-14.22% to -13.38%

2000

      1,218

$9.56 to $10.33

        12,509

(a)

(a)

(a)

151

ING LIFE INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B

Notes to Financial Statements (Unaudited)

Investment

Units

Unit Fair Value

Net Assets

Income

Expense Ratio^B

Total Return^C

Division

(000's)

(lowest to highest)

(000's)

Ratio^A

(lowest to highest)

(lowest to highest)

Wanger U.S. Smaller Companies

2004*

7

$10.16

$ 75

(e)

%

0.75%

(e)

2003*

(e)

(e)

(e)

(e)

(e)

(e)

2002

(e)

(e)

(e)

(e)

(e)

(e)

2001

(e)

(e)

(e)

(e)

(e)

(e)

2000

(e)

(e)

(e)

(e)

(e)

(e)

*

Data for 2004 and 2003 is presented as of September 30. The Investment Income Ratio and Total Return are calculated for the preceeding nine month period.

(a)

Not provided for 2000.

(b)

As investment Division was not available until 2001, this data is not meaningful and is therefore not presented.

(c)

As investment Division was not available until 2002, this data is not meaningful and is therefore not presented.

(d)

As investment Division was not available until 2003*, this data is not meaningful and is therefore not presented.

(e)

As investment Division was not available until 2004*

A

The Investment Income Ratio represents dividends received by the Division, excluding capital gains distributions, divided by the average net assets.

The recognition of investment income is determined by the timing of the declaration of dividends by the underlying fund in which the Division invests.

B

The Expense Ratio considers only the expenses borne directly by the Account and is equal to the mortality and expense charge, as defined in Note 3. Certain

items in this table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.

C

Total Return is calculated as the change in unit value for each Contract presented in the Statements of Assets and Liabilities. Certain items in this

table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.

152

ILIAC 3rd Quarter 2004 Financials ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

For the period ended September 30, 2004

INDEX

PAGE

FINANCIAL STATEMENTS (Unaudited)

	Condensed Consolidated Statements of Income	2

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Changes in Shareholder's Equity	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Condensed Consolidated Statements of Income

(Unaudited)

(Millions)

			Three months ended September 30,		Nine months ended September 30,
			2004	2003	2004	2003
Revenue:
	Premiums		$ 9.7	$ 9.1	$ 31.6	$ 42.3
	Fee income		114.1	105.4	349.1	294.5
	Net investment income		251.4	237.1	730.3	718.1
	Net realized capital gains (losses)		3.8	(0.2)	19.7	33.2
Total revenue			379.0	351.4	1,130.7	1,088.1
Benefits, losses and expenses:
	Benefits:
		Interest credited and other benefits to policyholders	189.6	193.6	561.2	561.3
	Underwriting, acquisition, and insurance expenses:
		General expenses	101.7	100.9	308.7	308.5
		Commissions	30.9	30.4	94.1	88.7
		Policy acquisition costs deferred	(39.1)	(39.4)	(122.5)	(119.0)
	Amortization of deferred policy acquisition
		costs and value of business acquired	34.6	40.4	108.8	96.4
Total benefits, losses and expenses			317.7	325.9	950.3	935.9
Income before income taxes			61.3	25.5	180.4	152.2
Income tax (benefit) expense			(14.3)	0.6	23.1	41.1
Net income			$ 75.6	$ 24.9	$ 157.3	$ 111.1

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

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Condensed Consolidated Balance Sheets

(Millions, except share data)

September 30

December 31,

2004

2003

(Unaudited)

Assets

Investments:

Fixed maturities, available for sale, at fair value (amortized cost of

$15,886.4 at 2004 and $15,455.0 at 2003)

$              16,412.2

$            16,049.7

Equity securities, available for sale, at fair value:

Nonredeemable preferred stock (cost of $59.3 at 2004 and $34.1 at 2003)

                        59.7

                      34.4

Investment in affiliated mutual funds (cost of $89.7 at 2004

and $112.3 at 2003)

                        99.5

                    127.4

Common stock (cost of $0.1 at 2004 and 2003)

                          0.1

                        0.1

Mortgage loans on real estate

                   1,059.3

                    754.5

Policy loans

                      264.4

                    270.3

Short-term investments

                      268.1

                        1.0

Other investments

                        58.4

                      52.6

Securities pledged (amortized cost of $1,735.8 at 2004 and $1,624.4 at 2003)

                   1,753.8

                 1,644.8

Total investments

                 19,975.5

               18,934.8

Cash and cash equivalents

                      169.3

                      57.8

Short-term investments under securities loan agreement

                      744.6

                    123.9

Accrued investment income

                      187.8

                    169.6

Reinsurance recoverable

                   3,009.8

                 2,953.2

Receivables for securities sold

                      144.8

                           -

Deferred policy acquisition costs

                      380.0

                    307.9

Sales inducements to contractholders

                        19.0

                           -

Value of business acquired

                   1,364.5

                 1,415.4

Property, plant and equipment (net of accumulated depreciation

of $82.4 at 2004 and $79.8 at 2003)

                        27.4

                      31.7

Due from affiliates

                          9.9

                      41.5

Other assets

                          3.8

                    174.5

Assets held in separate accounts

                 30,739.4

               33,014.7

Total assets

$              56,775.8

$            57,225.0

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

3
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Condensed Consolidated Balance Sheets

(Millions, except share data)

September 30,

December 31,

2004

2003

(Unaudited)

Liabilities and Shareholder's Equity

Policy liabilities and accruals:

Future policy benefits and claims reserves

$                3,229.1

$              3,379.9

Unpaid claims and claim expenses

                        30.6

                      25.4

Other policyholders' funds

                 17,647.6

               15,871.3

Total policy liabilities and accruals

                 20,907.3

               19,276.6

Due to affiliates

                        42.1

                      92.4

Payables under securities loan agreement

                      744.6

                    123.9

Borrowed money

                   1,029.1

                 1,519.3

Current income taxes

                        39.8

                      85.6

Deferred income taxes

                      193.9

                    184.7

Payables for securities purchased

                      133.5

                        5.4

Other liabilities

                      184.6

                    276.5

Liabilities related to separate accounts

                 30,739.4

               33,014.7

Total liabilities

                 54,014.3

               54,579.1

Shareholder's equity

Common stock (100,000 shares authorized, 55,000 shares issued and

outstanding, $50.00 per share par value)

                          2.8

                        2.8

Additional paid-in capital

                   4,646.5

                 4,646.5

Accumulated other comprehensive income

                        67.2

                    106.8

Retained deficit

                  (1,955.0)

               (2,110.2)

Total shareholder's equity

                   2,761.5

                 2,645.9

Total liabilities and shareholder's equity

$              56,775.8

$            57,225.0

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

4
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Condensed Consolidated Statements of Changes in Shareholder's Equity

(Unaudited)

(Millions)

Nine months ended September 30,

2004

2003

Shareholder's equity, beginning of period

$              2,645.9

$              2,262.8

Comprehensive income:

Net income

                    157.3

                    111.1

Other comprehensive (loss) income net of tax: Unrealized (loss) gain

on securities ($(60.9) and $16.8, pretax year to date)

                    (39.6)

                      10.9

Other

                      (2.1)

                           -

Total comprehensive income

                    115.6

                    122.0

Capital contributions

                           -

                    200.0

Shareholder's equity, end of period

$              2,761.5

$              2,584.8

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

5
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Millions)

Nine months ended September 30,

2004

2003

Net cash provided by operating activities

$                 430.5

$              1,363.2

Cash flows from investing activities

Proceeds from the sale, maturity or repayment of:

Fixed maturities, available for sale

               21,641.5

               21,924.3

Equity securities, available for sale

                      43.1

                      92.3

Short-term and other investments

                    418.4

                        0.3

Mortgages

                      12.4

                      12.7

Acquisition of investments:

Fixed maturities, available for sale

             (21,306.0)

             (23,516.4)

Equity securities, available for sale

                    (41.6)

                    (23.3)

Short-term and other investments

                  (685.7)

                           -

Mortgages

                  (317.2)

                  (191.6)

Sale of property and equipment

                      13.4

                      (2.8)

Other, net

                    (13.6)

                      13.4

Net cash provided by (used for) investing activities

                  (235.3)

               (1,691.1)

Cash flows from financing activities

Deposits for investment contracts and interest credited

                 1,033.4

                    444.2

Maturities and withdrawals from investment contracts

               (1,309.1)

                  (247.1)

Capital contribution

                           -

                    200.0

Transfers from (to) separate accounts

                    192.0

                    (37.0)

Net cash (used for) provided by financing activities

                    (83.7)

                    360.1

Net increase in cash and cash equivalents

                    111.5

                      32.2

Cash and cash equivalents, beginning of period

                      57.8

                      65.4

Cash and cash equivalents, end of period

$                 169.3

$                   97.6

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

6
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

Basis of Presentation

ING Life Insurance and Annuity Company ("ILIAC"), and its wholly-owned subsidiaries (collectively, the "Company") are providers of financial products and services in the United States. These condensed consolidated financial statements include ILIAC and its wholly-owned subsidiaries, ING Insurance Company of America ("IICA"), ING Financial Advisers, LLC, and, through February 28, 2002, Aetna Investment Adviser Holding Company, Inc. ("IA Holdco"). ILIAC was a wholly-owned subsidiary of ING Retirement Holdings, Inc. ("HOLDCO"), which was a wholly-owned subsidiary of ING Retirement Services, Inc. ("IRSI"). IRSI was a wholly-owned subsidiary of Lion Connecticut Holdings Inc. ("Lion"), which in turn was ultimately owned by ING Groep N.V. ("ING"), a financial services company based in The Netherlands. However, on March 30, 2003, a series of mergers occurred in the following order: IRSI merged into Lion, HOLDCO merged into Lion and IA Holdco merged into Lion. As a result, ILIAC is now a direct wholly-owned subsidiary of Lion.

On February 28, 2002, ILIAC contributed 100% of the stock of IA Holdco and its subsidiaries to HOLDCO, (former ILIAC parent company), resulting in a distribution totaling $60.1 million. As a result of this transaction, the Investment Management Services segment is no longer reflected as an operating segment of the Company.

The condensed consolidated financial statements and notes as of September 30, 2004 and December 31, 2003 and for the three and nine-months ended September 30, 2004 and 2003 ("interim periods") have been prepared in accordance with U.S. generally accepted accounting principles and are unaudited. The condensed consolidated 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 consolidated financial position, results of operations and cash flows for the interim periods. These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and related notes as presented in the Company's 2003 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. Certain reclassifications have been made to 2003 financial information to conform to the 2004 presentation.

The Company conducts its business through one reporting segment, U.S. Financial Services ("USFS"), and revenue reported by the Company is predominantly derived from external customers.

7
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)
Recently Adopted Accounting Standards
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. SOP 03-1 establishes several new accounting and disclosure requirements for certain nontraditional long-duration contracts and for separate accounts including, among other things, a requirement that assets and liabilities of separate account arrangements that do not meet certain criteria be accounted for as general account assets and liabilities, and that revenues and expenses related to such arrangements be consolidated with the respective revenue and expense lines in the Condensed Consolidated Statement of Operations. In addition, the SOP requires additional liabilities be established for certain guaranteed death and other benefits and for Universal Life products with certain patterns of cost of insurance charges, and that sales inducements provided to contractholders be recognized on the balance sheet separately from deferred acquisition costs and amortized as a component of benefits expense using methodology and assumptions consistent with those used for amortization of deferred policy acquisition costs.

The Company evaluated all requirements of SOP 03-1 and determined that it is affected by the SOP's requirements to account for certain separate account arrangements as general account arrangements and to defer, amortize, and recognize separately, sales inducements to contractholders. Requirements to establish additional liabilities for minimum guarantee benefits are also applicable to the Company, however, the Company's policies on contract liabilities have historically been, and continue to be, in conformity with the requirements newly established. Requirements for recognition of additional liabilities for products with certain patterns of cost of insurance charges are not applicable to the Company.

The adoption of SOP 03-1 did not have a significant effect on the Company's results of operations, and had no impact on the Company's net income.

The implementation of SOP 03-1 raised questions regarding the interpretation of the requirements of Financial Accounting Standard ("FAS") No. 97, concerning when it is appropriate to record an unearned revenue liability related to the insurance benefit function. To clarify its position, the Financial Accounting Standards Board ("FASB") issued 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. The Company adopted FSP FAS 97-1 on July 1, 2004 and has evaluated the impact of the guidance on whether the Company is required to establish an additional unearned revenue reserve on its existing and new business. The

8
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

adoption of FSP FAS 97-1 did not have an impact on the Company's financial position, results of operations or cash flows.

The Meaning of Other Than Temporary Impairment and its Application to Certain Investments

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on EITF Issue No. 03-1 ("EITF 03-1"), "The Meaning of Other Than Temporary Impairment and Its Application to Certain Investments," requiring that a three-step impairment model be applied to securities within its scope. The three-step model is to be applied on a security-by-security basis as follows:

Step 1: Determine whether an investment is impaired. An investment is impaired if the fair value of the investment is less than its cost basis.

Step 2: Evaluate whether an impairment is other than temporary.

Step 3: If the impairment is other than temporary, recognize an impairment loss equal to the difference between the investment's cost and its fair value.

On September 30, 2004, the FASB issued FASB Staff Position No. EITF Issue 03-1-1 ("FSP EITF 03-1-1"), "Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1, 'The Meaning of Other Than Temporary Impairment and Its Application to Certain Investments,'" which delayed EITF 03-1's original effective date of July 1, 2004 for the paragraphs of the guidance surrounding steps two and three of the impairment model introduced. The delay is in effect until a final consensus can be reached on such guidance. Despite the delay of the implementation of steps two and three, other than temporary impairments are still to be recognized as required by existing guidance.

Earlier consensus reached by the EITF on this issue required that certain quantitative and qualitative disclosures be made for unrealized losses on debt and equity securities that have not been recognized as other than temporary impairments. These disclosures were adopted by the Company, effective December 31, 2003, and included in the Investments footnote of the Notes to Consolidated Financial Statements included in the Company's December 31, 2003 Form 10-K. In addition to the disclosure requirements adopted by the Company effective December 31, 2003, the final consensus of EITF 03-1 reached in March 2004 included additional disclosure requirements that are effective for annual financial statements for fiscal years ending after June 15, 2004.

New Accounting Pronouncements

In September 2004, the AICPA issued 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 provides additional guidance regarding certain implicit assessments that may be used in testing of the base mortality function on contracts, which is performed to determine whether additional liabilities are required in conjunction with SOP 03-1. In addition, the TPA provides additional guidance

9
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

surrounding the allowed level of aggregation of additional liabilities determined under the SOP. The Company is currently evaluating the impact of the TPA and anticipates it will have no impact on the Company's financial position, results of operations or cash flows.

Deferred Policy Acquisition Costs and Value of Business Acquired

Deferred Policy Acquisition Costs ("DAC") is an asset, which represents certain costs of acquiring certain insurance business, which are deferred and amortized. These costs, all of which vary with and are primarily related to the production of new and renewal business, consist principally of commissions, certain underwriting and contract issuance expenses, and certain agency expenses. Value of business acquired ("VOBA") is an asset, which represents the present value of estimated net cash flows embedded in the Company's contracts, which existed at the time the Company was acquired by ING. DAC and VOBA are evaluated for recoverability at each balance sheet date and these assets would be reduced to the extent that gross profits are inadequate to recover the asset.

The amortization methodology varies by product type based upon two accounting standards: FAS No. 60, "Accounting and Reporting by Insurance Enterprises" ("FAS No. 60") and FAS No. 97, "Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and Realized Gains and Losses from the Sale of Investments" ("FAS No. 97").

Under FAS No. 60, acquisition costs for traditional life insurance products, which primarily include whole life and term life insurance contracts, are amortized over the premium payment period in proportion to the premium revenue recognition.

Under FAS No. 97, acquisition costs for universal life and investment-type products, which include universal life policies and fixed and variable deferred annuities, are amortized over the life of the blocks of policies (usually 25 years) in relation to the emergence of estimated gross profits from surrender charges, investment margins, mortality and expense margins, asset-based fee income, and actual realized gains (losses) on investments. Amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised.

10
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

VOBA activity for the nine month periods ended September 30, 2004 and 2003 was as follows:

(Millions)

2004

2003

Balance at December 31

$              1,415.4

$              1,438.4

Adjustment for FAS No. 115

                        5.3

                        2.8

Additions

                      37.4

                      42.7

Interest accrued at 5% to 7%

                      69.4

                      71.8

Amortization

                  (163.0)

                  (156.6)

Balance at September 30

$              1,364.5

$              1,399.1

Investments
Impairments

During the three months ended September 30, 2004, the Company determined that 26 fixed maturities had other than temporary impairments. As a result, for the three months ended September 30, 2004, the Company recognized a pre-tax loss of $5.6 million to reduce the carrying value of the fixed maturities to their fair value at the time of impairment. During the three months ended September 30, 2003, the Company determined that 5 fixed maturities had other than temporary impairments. As a result, for the three months ended September 30, 2003, the Company recognized a pre-tax loss of $8.5 million to reduce the carrying value of the fixed maturities to their fair value at the time of impairment.

During the nine months ended September 30, 2004, the Company determined that 50 fixed maturities had other than temporary impairments. As a result, for the nine months ended September 30, 2004, the Company recognized a pre-tax loss of $11.4 million to reduce the carrying value of the fixed maturities to their fair value at the time of impairment. During the nine months ended September 30, 2003, the Company determined that 80 fixed maturities had other than temporary impairments. As a result, for the nine months ended September 30, 2003, the Company recognized a pre-tax loss of $74.7 million to reduce the carrying value of the fixed maturities to their fair value at the time of impairment.

The fair value of the remaining impaired fixed maturities at September 30, 2004 and 2003 is $145.1 million and $156.8 million, respectively.

11
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)
Separate Accounts

Separate Account assets and liabilities generally represent funds maintained to meet specific investment objectives of contractholders who bear the investment risk, subject, in limited cases, to minimum guaranteed rates. Investment income and investment gains and losses generally accrue directly to such contractholders. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company.

Separate Account assets supporting variable options under universal life and annuity contracts are invested, as designated by the policyholder or participant (who bears the investment risk subject, in limited cases, to minimum guaranteed rates) under a contract in shares of mutual funds which are managed by the Company, or in other selected mutual funds not managed by the Company.

Separate Account assets and liabilities are carried at fair value and shown as separate captions in the Condensed Consolidated Balance Sheets. Deposits, investment income and net realized and unrealized capital gains and losses of the Separate Accounts are not reflected in the Condensed Consolidated Financial Statements (with the exception of realized and unrealized capital gains and losses on the assets supporting the guaranteed interest option). The Condensed Consolidated Statements of Cash Flows do not reflect investment activity of the Separate Accounts.

Assets and liabilities of separate account arrangements that do not meet the criteria in SOP 03-1 for separate presentation in the Condensed Consolidated Balance Sheets (those arrangements supporting the guaranteed interest option), and revenues and expenses related to such arrangements, were reclassified to the general account on January 1, 2004, in accordance with the SOP requirements.

Additional Insurance Benefits and Minimum Guarantees

Under SOP 03-1, the Company calculates an additional liability (the "SOP reserve") for certain guaranteed benefits in order to recognize the expected value of death benefits in excess of the projected account balance over the accumulation period based on total expected assessments.

12
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

The SOP reserve calculated is the minimum guaranteed death benefits ("MGDB") reserve and is determined each period by estimating the expected value of death benefits in excess of the projected account balance and recognizing the excess ratably over the accumulation period based on total expected assessments. The Company regularly evaluates estimates used to adjust the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised. The following assumptions and methodology were used to determine the MGDB SOP reserve at September 30, 2004:

Area

Assumptions/Basis for Assumptions

Data used

Based on 101 investment performance scenarios stratified based on

10,000 random generated scenarios

Mean investment performance

8.5%

Volatility

18.0%

Mortality

60.0%, 60.0%, 75.0% of the 90-95 ultimate mortality table for standard,

rachet, and rollup, respectively

Lapse rates

Vary by contract type and duration; range between 1.0% and 40.0%

Discount rates

6.5%, based on the portfolio earned rate of the general account

As of September 30, 2004, the separate account liability subject to SOP 03-1 for minimum guaranteed benefits and the additional liability recognized related to minimum guarantees is $4,361.5 million and $0.9 million, respectively. During the nine months ended September 30, 2004, incurred guaranteed benefits and paid guaranteed benefits were $0.3 million and $0.1 million, respectively. The net amount at risk (net of reinsurance) and the weighted average attained age of contractholders is $44.5 million and 67, respectively, as of September 30, 2004.

The aggregate fair value of equity securities (including mutual funds), by major investment asset category, supporting separate accounts with additional insurance benefits and minimum investment return guarantees as of September 30, 2004 is $4,361.5 million.

Sales Inducements

Sales inducements represent benefits paid to contractholders that are incremental to the amounts the Company credits on similar contracts and are higher than the contract's expected ongoing crediting rates for periods after the inducement. As of January 1, 2004, such amounts are reported separately on the balance sheet in accordance with SOP 03-1. Prior to 2004, sales inducements were recorded as a component of other assets on the Condensed Consolidated Balance Sheets. Sales inducements are amortized as a component of benefit expense using methodology and assumptions consistent with those used for amortization of DAC. During the three months ended September 30, 2004, the Company capitalized $0.8 million and amortized $1.8 million of sales inducements, respectively. During the nine months ended September 30, 2004, the Company capitalized $2.1 million and amortized $5.1 million of sales inducements, respectively.

13
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

The unamortized balance of capitalized sales inducements as of September 30, 2004 is $19.0 million.

Benefit Plans
Non-Qualified Retirement Plans

As of December 31, 2001, the Company, in conjunction with ING, offers certain eligible employees (excluding, among others, Career Agents) the Supplemental ING Retirement Plan for Aetna Financial Services and Aetna International Employees ("SERP"). Effective January 1, 2002, the Company, in conjunction with ING, offers certain employees (other than Career Agents) supplemental retirement benefits under the ING Americas Supplemental Executive Retirement Plan (the "Americas Supplemental Plan"). The Company, in conjunction with ING, sponsors the Pension Plan for Certain Producers of ING Life Insurance and Annuity Company (formerly the Pension Plan for Certain Producers of Aetna Life Insurance and Annuity Company) (the "Agents Non-Qualified Plan"), a non-qualified defined benefit pension plan. The Company also sponsors the Producers' Incentive Savings Plan ("PIP"), which is a non-qualified deferred compensation plan for eligible Career Agents and certain other individuals who meet the eligibility criteria specified in the PIP. The Company also sponsors the Producers' Deferred Compensation Plan ("DCP"), which is a non-qualified deferred compensation plan for eligible Career Agents and certain other individuals who meet the eligibility criteria specified in the DCP. Benefit accruals under the SERPs ceased effective as of December 31, 2001.

Net periodic benefit costs for the SERP and the Agents Non-Qualified Plan for the periods ended September 30, 2004 and 2003 were as follows:

Three months ended September 30,

Nine months ended September 30,

(Millions)

2004

2003

2004

2003

Interest cost

$                     1.4

$                     1.7

$                     4.4

$                     5.2

Net actuarial loss

recognized in the year

                        0.1

                        0.2

                        0.1

                        0.6

Unrecognized past service cost

recognized during the year

                        0.1

                        0.1

                        0.2

                        0.2

Net periodic benefit cost

$                     1.6

$                     2.0

$                     4.7

$                     6.0

Contributions for the SERP and Agents' Non-Qualified Plan are expected to be $9.7 million during 2004.

14
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)
Post-Retirement Benefits

In addition to providing pension benefits, the Company, in conjunction with ING, provides certain health care and life insurance benefits for retired employees and certain agents, including certain Career Agents. Generally, retired employees and eligible Career Agents pay a portion of the cost of these post-retirement benefits, usually based on their years of service with the Company. The amount a retiree or eligible Career Agent pays for such coverage is subject to change in the future.

Net periodic benefit costs for retired employees' and retired agents' post-retirement health care benefits for the periods ended September 30, 2004 and 2003 were as follows:

Three months ended September 30,

Nine months ended September 30,

(Millions)

2004

2003

2004

2003

Service cost

$                     0.3

$                     0.2

$                     0.9

$                     0.6

Interest cost

                        0.4

                        0.5

                        1.3

                        1.3

Net actuarial loss

recognized in the year

                        0.2

                        0.1

                        0.5

                        0.3

Unrecognized past service cost

recognized during the year

                      (0.5)

                      (0.1)

                      (0.7)

                      (0.3)

Net periodic benefit cost

$                     0.4

$                     0.7

$                     2.0

$                     1.9

Contributions for retired employees' and retired agents' post-retirement health care benefits are expected to be $1.3 million during 2004.

Changes in Assumptions

Changes in the weighted-average assumptions used in the measurement of the benefit obligation for the Retirement Plan were as follows:

2004

2003

Discount rate at beginning of period

6.25%

6.75%

Change to Post Retirement Health and Welfare Plan

On August 1, 2004, the Post Retirement Health and Welfare Plan (the "Plan") was amended to change the age and service required to qualify for benefits. The Plan now requires five years of continuous service beginning on or after age 50. Whereas previously service cost was attributed throughout the employee's career with the Company, it will now be attributed beginning at age 50. The change is accounted for as a negative plan amendment and curtailment. A remeasurement was performed as of

15
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

August 1, 2004, using best estimate assumptions as of that date. The impact of the amendment and subsequent remeasurement was as follows:

Accumulated post retirement benefit obligation

$                   7.2

Unrecognized (gain) loss

                    (0.4)

Unrecognized past service cost

                    (6.9)

Net (liability) asset

$                 (0.1)

Net periodic cost for the quarter

$                 (0.3)

Net periodic cost year to date

$                 (0.3)

Effect of Recently Enacted Legislation

On December 8, 2003, President Bush signed into law the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the "Act"). The Act expands Medicare, primarily by including a prescription drug benefit starting in 2006. Employers currently sponsoring such prescription drug programs will have a range of options to potentially reduce program costs. In May 2004, the FASB issued Staff Position No. FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" (FSP FAS 106-2), which superceded FSP FAS 106-1 and provides guidance on how companies should account for the impact of the Act on postretirement health care plans. To encourage employers to maintain postretirement drug benefits, beginning in 2006, the federal government will provide non-taxable subsidy payments to employers who sponsor retiree drug benefits that are "actuarially equivalent" to the Medicare Part D benefits. The Company has determined that its postretirement medical plan's prescription drug benefits are likely to qualify as actuarially equivalent to Part D benefits. The resulting subsidy, when received by the Company, will be passed through to the retirees in the form of lower contributions on the part of plan participants. The Company is currently in the process of amending the Plan to reflect the reduction of participant contributions, and therefore, the subsidy is not expected to have a significant impact on the Company's financial position or results of operations.

Income Taxes

The Company's effective tax rates for the three months ended September 30, 2004 and 2003 were (23.3)% and 2.4%, respectively. Effective tax rates for the nine months ended September 30, 2004 and 2003 were 12.8% and 27.0%, respectively. The decrease in effective rates for both the three and nine months ended September 30, 2004, is primarily due to the tax benefit associated with the settlement of the 1998-2000 IRS audit. The benefit, which relates primarily to the separate account dividends received deduction, reduced the three-month and nine month year over year effective rates by 53.8% and 18.3%, respectively.

16
ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)
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 higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments. At September 30, 2004 and December 31, 2003, the Company had off-balance sheet commitments to purchase investments equal to the fair value of $225.9 million and $154.3 million, 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, 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.

17

VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)

Financial Statements:

(1)

Incorporated by reference in Part A:
Condensed Financial Information

(1)(a)

Condensed Financial Information for period ended September 30, 2004 included in Part A

(2)

Incorporated by reference in Part B:
Financial Statements of Variable Annuity Account B:

-

Report of Independent Auditors

-

Statement of Assets and Liabilities as of December 31, 2003

-

Statement of Operations for the year ended December 31, 2003

-

Statements of Changes in Net Assets for the years ended December 31, 2003 and 2002

-

Notes to Financial Statements

Financial Statements of ING Life Insurance and Annuity Company:

-

Report of Independent Auditors

-

Consolidated Income Statements for the years ended December 31, 2003, 2002 and 2001

-

Consolidated Balance Sheets as of December 31, 2003 and 2002

-

Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 2003, 2002 and 2001

-

Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001

-

Notes to Consolidated Financial Statements

(2)(a)

Unaudited Financial Statements of Variable Annuity Account B Included in Part B

-

Unaudited Statements of Assets and Liabilities as of September 30, 2004

-

Unaudited Statements of Operations for the nine months ended September 30, 2004

-

Unaudited Statements of Changes in Net Assets for the nine months ended September 30, 2004 and 2003

-

Notes to Unaudited Financial Statements

Unaudited Financial Statements of ING Life Insurance and Annuity Company Included in Part B

-

Unaudited Condensed Consolidated Statements of Income for the three months ended September 30, 2004 and 2003, and for the nine months ended September 30, 2004 and 2003

-

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003

-

Unaudited Condensed Consolidated Statements of Changes in Shareholder's Equity for the nine months ended September 30, 2004 and 2003

-

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003

-

Notes to Unaudited Condensed Consolidated Financial Statements

(b)

Exhibits

(1)

Resolution establishing Variable Annuity Account B · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 22, 1996.

(2)

Not applicable

(3.1)

Broker-Dealer Agreement · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.

(3.2)

Alternative Form of Wholesaling Agreement and Related Selling Agreement · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 12, 1996.

(3.3)

Broker-Dealer Agreement dated June 7, 2000 between Aetna Life Insurance and Annuity Company and Aetna Investment Services, Inc. (AISI) and Letter of Assignment to AISI · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-49176), as filed on November 30, 2000.

(3.4)

Underwriting Agreement dated November 17, 2000 between Aetna Life Insurance and Annuity Company and Aetna Investment Services, LLC · Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-49176), as filed on November 30, 2000.

(4.1)

Variable Annuity Contract (IA-CDA-IA) · Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 33-75964), as filed on July 29, 1997.

(4.2)

Variable Annuity Contract (I-CDA-HD) · Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 11, 1997.

(4.3)

Variable Annuity Contract (I-CDA-HD(XC)) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.4)

Endorsement (EIGET-IC(R)) to Contracts IA-CDA-IA and I-CDA-HD (NQ Modals) · Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-75964), as filed on August 30, 1996.

(4.5)

Endorsement EGET(99) to Contracts IA-CDA-IA, I-CDA-HD and I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 7, 1999.

(4.6)

Endorsement ENQSWO-IC to Contract IA-CDA-IA · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.7)

Endorsement EIAMSF-IC to Contract IA-CDA-IA · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.8)

Endorsement EGET-IC(SPD-R) to Contracts I-CDA-HD and IA-CDA-IA (NQ Single Premiums) · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.9)

Endorsement EGET-HG to Contract I-CDA-HD · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.10)

Endorsement EIEP-HG to Contract I-CDA-HD · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.11)

Endorsement EIM-CVTDTP-HI to Contract I-CDA-HD · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.12)

Endorsement EIMSF-HI to Contract I-CDA-HD (Single Premiums) · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.13)

Endorsement EISFSM-HI to Contract I-CDA-HD (Modals) · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.14)

Endorsement EIS25-IA to Contract I-CDA-HD (Single Pays) · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.15)

Endorsement EIM25-IA to Contract I-CDA-HD · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.16)

Endorsement EDRA-HD to Contract I-CDA-HD · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(4.17)

Endorsement ESFPPS-HD to I-CDA-HD(XC)(NU) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.18)

Endorsement EIMCVT-HI(XC) to I-CDA-HD(XC)(NU) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.19)

Endorsement E-LOANA(01/01) to Contracts IA-CDA-IA,I-CDA-HD and
I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 10, 2002.

(4.20)

Endorsements (re name change) ENMCHG (05/02) and ENMCHGI (05/02 to Contracts I-CDA-HD, IA-CDA-IA and I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 8, 2002.

(4.21)

Endorsement EIM25-IA(XC) to Contract I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.22)

Endorsement EIGF-IC(NY) to Contract I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.23)

Endorsement EIMSF-HI to Contract I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.24)

Endorsement EGF-IC(SPD-NY) to Contract I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.25)

Endorsement EIS25-IA(XC) to Contract I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.26)

Endorsement ENQFD-IC to Contract I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.27)

Endorsement EDRAH-I to Contract I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.28)

Endorsement EGISA-IA to Contract I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.29)

Endorsement EVP-IC to Contracts I-CDA-HD(XC), I-CDA-HD and
IA-CDA-IA · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(4.30)

Endorsement PRFMHEG to Contract I-CDA-HD(XC) · Incorporated by reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 33-75998), as filed on April 12, 2002.

(5)

Variable Annuity Contract Application (713.00.1(C)) · Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 33-75998), as filed on August 21, 1997.

(6.1)

Restated Certificate of Incorporation (amended and restated as of January 1, 2002) of ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) · Incorporated by reference to ING Life Insurance and Annuity Company annual report on Form 10-K (File No. 33-23376), as filed on March 28, 2002.

(6.2)

By-Laws restated as of January 1, 2002 of ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) · Incorporated by reference to ING Life Insurance and Annuity Company annual report on Form 10-K (File No. 33-23376), as filed on March 28, 2002.

(7)

Not applicable

(8.1)

Fund Participation Agreement dated as of May 1, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment Management, Inc. · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.

(8.2)

Amendment dated November 9, 1998 to Fund Participation Agreement dated as of May 1, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment Management, Inc. · Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-56297), as filed on December 14, 1998.

(8.3)

Second Amendment dated December 31, 1999 to Fund Participation Agreement dated as of May 1, 1998 and amended on November 9, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc., on behalf of each of its series, Aetna Variable Portfolio, Inc. on behalf of each of its series and Aeltus Investment Management, Inc. · Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 16, 2000.

(8.4)

Third Amendment dated February 11, 2000 to Fund Participation Agreement dated as of May 1, 1998 and amended on November 9, 1998 and December 31, 1999 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc., on behalf of each of its series, Aetna Variable Portfolio, Inc. on behalf of each of its series and Aeltus Investment Management, Inc. · Incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 4, 2000.

(8.5)

Fourth Amendment dated May 1, 2000 to Fund Participation Agreement dated as of May 1, 1998 and amended on November 9, 1998, December 31, 1999 and February 11, 2000 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment Management, Inc. · Incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 4, 2000.

(8.6)

Fifth Amendment dated February 27, 2001 to Fund Participation Agreement dated as of May 1, 1998 and amended on November 9, 1998, December 31, 1999, February 11, 2000 and May 1, 2000 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment Management, Inc. · Incorporated by reference to Post-Effective Amendment No. 24 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 13, 2001.

(8.7)

Sixth Amendment dated as of June 19, 2001 to Fund Participation Agreement dated as of May 1, 1998 and amended on November 9, 1998, December 31, 1999, February 11, 2000, May 1, 2000 and February 27, 2001 among Aetna Life Insurance and Annuity Company, Aeltus Investment Management, Inc. and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, on behalf of each of its series, Aetna Generations Portfolios, Inc., on behalf of each of its series, and Aetna Variable Portfolios, Inc., on behalf of each of its series · Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 13, 2004.

(8.8)

Service Agreement dated as of May 1, 1998 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.

(8.9)

Amendment dated November 4, 1998 to Service Agreement dated as of May 1, 1998 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series · Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-56297), as filed on December 14, 1998.

(8.10)

Second Amendment dated February 11, 2000 to Service Agreement dated as of May 1, 1998 and amended on November 4, 1998 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series · Incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 4, 2000.

(8.11)

Third Amendment dated May 1, 2000 to Service Agreement dated as of May 1, 1998 and amended on November 4, 1998 and February 11, 2000 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series · Incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 4, 2000.

(8.12)

Fourth Amendment dated as of June 26, 2001 to Service Agreement with Investment Advisor effective as of May 1, 1998, as amended on November 4, 1998, February 11, 2000 and May 1, 2000 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 13, 2004.

(8.13)

Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 11, 1997.

(8.14)

Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-34370), as filed on September 29, 1997.

(8.15)

Sixth Amendment dated November 6, 1997 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 9, 1998.

(8.16)

Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and November 6, 1997 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.

(8.17)

Eighth Amendment dated December 1, 1999 to Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, November 6, 1997 and May 1, 1998 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 16, 2000.

(8.18)

Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 11, 1997.

(8.19)

Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-34370), as filed on September 29, 1997.

(8.20)

Sixth Amendment dated as of January 20, 1998 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form S-6 (File No. 33-75248), as filed on February 24, 1998.

(8.21)

Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and January 20, 1998 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.

(8.22)

Eighth Amendment dated December 1, 1999 to Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, January 20, 1998 and May 1, 1998 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 16, 2000.

(8.23)

Service Agreement effective as of June 1, 2002 by and between Fidelity Investments Institutional Operations Company, Inc. and ING Financial Advisers, LLC · Incorporated by reference to Post-Effective Amendment No. 33 to Registration Statement on Form N-4 (File No. 33-75988), as filed on August 5, 2004.

(8.24)

Service Contract effective as of June 1, 2002 by and between Directed Services, Inc., ING Financial Advisers, LLC, and Fidelity Distributors Corporation · Incorporated by reference to Post-Effective Amendment No. 33 to Registration Statement on Form N-4 (File No. 33-75988), as filed on August 5, 2004.

(8.25)

Fund Participation Agreement dated December 8, 1997 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation · Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4 (File No. 33-75992), as filed on December 31, 1997.

(8.26)

Amendment dated October 12, 1998 to Fund Participation Agreement dated December 8, 1997 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation · Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-56297), as filed on December 14, 1998.

(8.27)

Second Amendment dated December 1, 1999 to Fund Participation Agreement dated December 8, 1997 and amended on October 12, 1998 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation · Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 16, 2000.

(8.28)

Amendment dated as of August 1, 2000 to Fund Participation Agreement dated December 8, 1997 and amended on October 12, 1998 and December 1, 1999 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation · Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 333-01107), as filed on August 14, 2000.

(8.29)

Letter Agreement dated December 7, 2001 between Janus and Aetna Life Insurance and Annuity Company reflecting evidence of a new Fund Participation Agreement with the same terms as the current Fund Participation Agreement except with a new effective date of March 28, 2002 · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 8, 2002.

(8.30)

Service Agreement dated December 8, 1997 between Janus Capital Corporation and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4 (File No. 33-75992), as filed on December 31, 1997.

(8.31)

First Amendment dated as of August 1, 2000 to Service Agreement dated December 8, 1997 between Janus Capital Corporation and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 333-01107), as filed on August 14, 2000.

(8.32)

Distribution and Shareholder Services Agreement - Service Shares of Janus Aspen Series (for Insurance Companies) dated August 1, 2000 between Janus Distributors, Inc. and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 333-01107), as filed on August 14, 2000.

(8.33)

Letter Agreement dated October 19, 2001 between Janus and Aetna Life Insurance and Annuity Company reflecting evidence of a new Distribution and Shareholder Service Agreement with the same terms as the current Distribution and Shareholder Service Agreement except with a new effective date of March 28, 2002 · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 8, 2002.

(8.34)

Participation Agreement dated as of November 28, 2001 among Portfolio Partners, Inc., Aetna Life Insurance and Annuity Company and Aetna Investment Services, LLC · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 8, 2002.

(8.35)

Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed ING Partners, Inc. effective May 1, 2002), Aetna Life Insurance and Annuity Company (to be renamed ING Life Insurance and Annuity Company effective May 1, 2002) and Aetna Investment Services LLC (to be renamed ING Financial Advisers, LLC) to Participation Agreement dated November 28, 2001 · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 8, 2002.

(8.36)

Amendment dated May 1, 2003 between ING Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers, LLC to the participation Agreement dated as of November 28, 2001 and subsequently amended on March 5, 2002 · Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003.

(8.37)

Amendment dated November 1, 2004 to the Participation Agreement between ING Partners, INC., ING Life Insurance and Annuity Company and ING Financial Advisers, LLC dated as of November 28, 2001 and subsequently amended on March 5, 2002 and May 1, 2003 · Incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 17, 2004.

(9)

Opinion and Consent of Counsel

(10)

Consent of Independent Registered Public Accounting Firm

(11)

Not applicable

(12)

Not applicable

(13.1)

Powers of Attorney · Incorporated herein by reference to Registration Statement on Form N-4 for Separate Account N of Reliastar Life Insurance Company, as filed with the Securities and Exchange Commission on November 19, 2004 (File Nos. 333-120636, 811-09002).

(13.2)

Authorizations for Signatures · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 12, 1996.

Item 25. Directors and Officers of the Depositor*

Name and Principal
Business Address

Positions and Offices with
Depositor

Keith Gubbay¹

Director

Thomas Joseph McInerney¹

Director and Chairman

Kathleen Ann Murphy¹

Director

Catherine H. Smith

Director

Jacques de Vaucleroy¹

Director and Senior Vice President

David A. Wheat¹

Director, Senior Vice President and Chief Financial Officer

Brian D. Comer²

President

Susan Collins²

Senior Vice President

Robert L. Francis
6140 Stonehedge Mall Rd., Ste. 375
Pleasanton, California 94588

Senior Vice President

Shaun Patrick Mathews²

Senior Vice President

Stephen Joseph Preston³

Senior Vice President

Boyd George Combs¹

Senior Vice President, Tax

James G. Auger²

Vice President

Marie M. Augsberger²

Vice President

Pamela M. Barcia²

Vice President

Ronald R. Barhorst
7676 Hazard Ctr. Dr.
San Diego, California 92108

Vice President

Linda Beblo³

Vice President

Jeoffrey A. Block⁴

Vice President

Kevin P. Brown²

Vice President

Anthony V. Camp²

Vice President

Kevin L. Christensen⁴

Vice President

Andrew D. Chua⁵

Vice President

Elizabeth A. Clifford³

Vice President

Patricia Marie Corbett⁴

Vice President

Karen Czizik⁵

Vice President

Terrence O. Davis¹

Vice President

Robert B. DiMartino²

Vice President

Shari Ann Enger³

Vice President

Julie A. Foster⁴

Vice President

Brian K. Haendiges²

Vice President

Steven J. Haun⁴

Vice President

James Hennessy⁶

Vice President

Ronald Christian Hull²

Vice President

William S. Jasien
12701 Fair Lakes Circle, Suite 470
Fairfax, Virginia 22033

Vice President

David A. Kelsey²

Vice President

Mary Ann Langevin²

Vice President

Roger Ernest Lavallee²

Vice President

Frederick C. Litow¹

Vice President

Gregory J. Miller²

Vice President

Todd E. Nevenhoven⁴

Vice President

Peg O. Norris³

Vice President

Ethel Pippin²

Vice President

Mary Kathleen Reid²

Vice President

Robert A. Richard²

Vice President

Michael Roland⁶

Vice President

Eric J. Steelman³

Vice President

Carl P. Steinhilber²

Vice President

Laurie M. Tillinghast²

Vice President

Stanley Vyner⁷

Vice President

Barry G. Ward³

Vice President

Christopher Robert Welp⁴

Vice President

Mary Broesch³

Vice President and Actuary

Bruce T. Campbell²

Vice President and Actuary

Richard Lau³

Vice President and Actuary

Mark D. Sperry²

Vice President and Actuary

Alice Su³

Vice President and Actuary

Lawrence D. Taylor⁵

Vice President and Actuary

Terry J. Boucher²

Vice President and Appointed Actuary

Roger W. Fisher¹

Vice President and Chief Accounting Officer

John R. Dobo⁵

Vice President and Chief Actuary, ING Institutional Markets

Therese M. Squillacote²

Vice President and Compliance Officer

David Scott Pendergrass¹

Vice President and Treasurer

Dawn Peck¹

Vice President, Assistant Treasurer

Ira Braunstein¹

Vice President, Investments

Robert P. Browne¹

Vice President, Investments

Daniel J. Foley¹

Vice President, Investments

Christopher P. Lyons¹

Vice President, Investments

Gregory G. McGreevey¹

Vice President, Investments

Maurice Melvin Moore¹

Vice President, Investments

Joseph J. Elmy²

Vice President, Tax

Paula Cludray-Engelke⁸

Secretary

James M. Desrocher

Illustration Actuary

Jane A. Boyle²

Assistant Secretary

Diana R. Cavender⁸

Assistant Secretary

Linda H. Freitag¹

Assistant Secretary

Daniel F. Hinkel¹

Assistant Secretary

William Hope¹

Assistant Secretary

Joseph D. Horan¹

Assistant Secretary

David Lee Jacobson³

Assistant Secretary

Rita J. Kummer¹

Assistant Secretary

Donna M. O'Brien²

Assistant Secretary

Krystal L. Ols⁸

Assistant Secretary

Loralee Ann Renelt⁸

Assistant Secretary

Carol Semplice²

Assistant Secretary

Linda Ellen Senker³

Assistant Secretary

Patricia M. Smith²

Assistant Secretary

Edwina Steffer⁸

Assistant Secretary

John F. Todd²

Assistant Secretary

Diane Yell⁹

Assistant Secretary

Glenn Allan Black¹

Tax Officer

Terry L. Owens¹

Tax Officer

James Taylor¹

Tax Officer

*

These individuals may also be directors and/or officers of other affiliates of the Company.

1

The principal business address of these directors and these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.

2

The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.

3

The principal business address of these officers is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

4

The principal business address of these officers is 909 Locust Street, Des Moines, Iowa 50309.

5

The principal business address of these officers is 1290 Broadway, Denver, Colorado 80203

6

The principal business address of this officer is 7337 E Doubletree Ranch Road, Scottsdale, Arizona 85258.

7

The principal business address of this officer is 520 Madison Avenue, 10th Floor, New York, New York 10022.

8

The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.

9

The principal business address of this officer is 100 Washington Square, Minneapolis, Minnesota 55401.

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 2 to Registration Statement on Form N-4 for Separate Account B of ING USA Annuity and Life Insurance Company (File No. 333-90516), as filed on April 9, 2004.

Item 27. Number of Contract Owners

As of December 31, 2004, there were 105.326 individuals holding interests in variable annuity contracts funded through Variable Annuity Account B.

Item 28. Indemnification

Section 33-779 of the Connecticut General Statutes ("CGS") provides that a corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the CGS regarding indemnification of directors and Section 33-776(d) of CGS regarding indemnification of officers, employees and agents of Connecticut corporations. These statutes provide in general that Connecticut corporations incorporated prior to January 1, 1997 shall, except to the extent that their certificate of incorporation expressly provides otherwise, indemnify their directors, officers, employees and agents against "liability" (defined as the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding) when (1) a determination is made pursuant to Section 33-775 that the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-775, the determination of and the authorization for indemnification are made (a) by the disinterested directors, as defined in Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in the case of indemnification of an officer, agent or employee of the corporation, by the general counsel of the corporation or such other officer(s) as the board of directors may specify. Also, Section 33-772 with Section 33-776 provide that a corporation shall indemnify an individual who was wholly successful on the merits or otherwise against reasonable expenses incurred by him in connection with a proceeding to which he was a party because he is or was a director, officer, employee, or agent of the corporation. Pursuant to Section 33-771(d), in the case of a proceeding by or in the right of the corporation or with respect to conduct for which the director, officer, agent or employee was adjudged liable on the basis that he received a financial benefit to which he was not entitled, indemnification is limited to reasonable expenses incurred in connection with the proceeding against the corporation to which the individual was named a party.

The statute does specifically authorize a corporation to procure indemnification insurance on behalf of an individual who was a director, officer, employee or agent of the corporation. Consistent with the statute, ING Groep N.V. maintains an umbrella insurance policy with an international insurer to cover errors and omissions, directors and officers, employment practices, fiduciary and fidelity. The policy covers ING Groep N.V. and any company in which ING Groep N.V. has controlling interest of 50% or more. This would encompass the principal underwriter as well as the depositor.

Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement provides that ING Financial Advisers, LLC will indemnify certain persons against any loss, damage, claim or expenses (including legal fees) incurred by such person if he is made a party or is threatened to be made a party to a suit or proceeding because he was a member, officer, director, employee or agent of ING Financial Advisers, LLC, as long as he acted in good faith on behalf of ING Financial Advisers, LLC and in a manner reasonably believed to be within the scope of his authority. An additional condition requires that no person shall be entitled to indemnity if his loss, damage, claim or expense was incurred by reason of his gross negligence or willful misconduct. This indemnity provision is authorized by and is consistent with Title 8, Section 145 of the General Corporation Law of the State of Delaware.

Item 29. Principal Underwriter

(a)

In addition to serving as the principal underwriter for the Registrant, ING Financial Advisers, LLC also acts as the principal underwriter for ING Partners, Inc. (a management investment company registered under the Investment Company Act of 1940 (1940 Act)). Additionally, ING Financial Advisers, LLC acts as the principal underwriter for Variable Life Account B of ING Life Insurance and Annuity Company (ILIAC), Variable Life Account C of ILIAC, Variable Annuity Account C of ILIAC and Variable Annuity Account G of ILIAC (separate accounts of ILIAC registered as unit investment trusts under the 1940 Act). ING Financial Advisers, LLC is also the principal underwriter for (i) Variable Annuity Account I of ING Insurance Company of America (IICA) (a separate account of IICA registered as a unit investment trust under the 1940 Act), (ii) Separate Account N of ReliaStar Life Insurance Company (RLIC) (a separate account of RLIC registered as a unit investment trust under the 1940 Act.), (iii) ReliaStar Select Variable Account of ReliaStar Life Insurance Company (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (iv) MFS ReliaStar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (v) Northstar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act) (vi) ReliaStar Life Insurance Company of New York Variable Annuity Funds A, B, C (a management investment company registered under the 1940 Act), (vii) ReliaStar Life Insurance Company of New York Variable Annuity Funds D, E, F, G, H, I (a management investment company registered under the 1940 Act), (viii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M, P, and Q (a management investment company registered under the1940 Act), and (ix) ReliaStar Life Insurance Company of New York Variable Annuity Funds M P (a management investment company registered under the1940 Act).

(b)

The following are the directors and officers of the Principal Underwriter:

Name and Principal
Business Address

Positions and Offices with
Principal Underwriter

Ronald R. Barhorst
7676 Hazard Ctr. Dr.
San Diego, CA 92108

Director and President

Robert L. Francis¹

Director and Senior Vice President

Shaun Patrick Mathews²

Director and Senior Vice President

Boyd George Combs³

Senior Vice President, Tax

Susan J. Stamm²

Chief Financial Officer

Maryellen R. Allen²

Vice President

Douglas J. Ambrose¹

Vice President

Louis E. Bachetti
581 Main Street, 4th Fl.
Woodbridge, NJ 07095

Vice President

Pamela Mulvey Barcia²

Vice President

Robert H. Barley²

Vice President

David A. Brounley²

Vice President

Brian D. Comer²

Vice President

Keith J. Green³

Vice President

Brian K. Haendiges²

Vice President

Bernard P. Heffernon
10740 Nall Ave., Ste. 120
Overland Park, KS 66211

Vice President

William S. Jasien⁴

Vice President

David Kelsey²

Vice President

Mary Ann Langevin²

Vice President

Christina Lareau²

Vice President

Katherine E. Lewis
2675 N Mayfair Road, Ste. 501
Milwaukee, WI 53226

Vice President

Susan J. K. Lewis
16530 Ventura Blvd., Ste. 600
Encino, CA 91436

Vice President

David J. Linney
2900 N. Loop W., Ste. 180
Houston, TX 77092

Vice President

Frederick C. Litow³

Vice President

Mark R. Luckinbill
2841 Plaza Place, Ste. 210
Raleigh, NC 27612

Vice President

Richard T. Mason
440 S. Warren St., Ste. 702
Syracuse, NY 13202

Vice President

Scott T. Neeb¹

Vice President

Ethel Pippin²

Vice President

Mary Kathleen Reid²

Vice President

Deborah Rubin⁴

Vice President

Frank W. Snodgrass
150 4th Ave., N., Ste. 410
Nashville, TN 37219

Vice President

Terran Titus²

Vice President

Bess B. Twyman²

Vice President

S. Bradford Vaughan, Jr.
601 Union St., Ste. 810
Seattle, WA 98101

Vice President

Judeen T. Wrinn²

Vice President

Therese M. Squillacote²

Vice President and Chief Compliance Officer

David Scott Pendergrass¹

Vice President and Treasurer

Joseph Elmy²

Vice President, Tax

Paula Cludray-Engelke⁵

Secretary

Loralee Ann Renelt⁵

Assistant Secretary

John F. Todd²

Assistant Secretary

Robert J. Scalise²

Assistant Treasurer

Glenn Allan Black³

Tax Officer

G. Michael Fell³

Tax Officer

Terry L. Owens³

Tax Officer

James Taylor³

Tax Officer

1

The principal business address of this director and these officers is 6140 Stonehedge Mall Rd., Ste. 375, Pleasanton, California 94588.

2

The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.

3

The principal business address of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.

4

The principal business address of these officers is 12701 Fair Lakes Circle, Suite 470, Fairfax, Virginia 22033.

5

The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.

(c)

Compensation to Principal Underwriter:

(1)

(2)

(3)

(4)

(5)

Name of
Principal Underwriter

Net Underwriting Discounts and Commissions

Compensation on Redemption or Annuitization

Brokerage Commissions

Compensation*

ING Financial Advisers, LLC

$2,068,285.47

*

Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all products issued by Variable Annuity Account B of ING Life Insurance and Annuity Company during 2004.

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are maintained by ING Life Insurance and Annuity Company at 151 Farmington Avenue, Hartford, Connecticut 06156 and at ING Americas at 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390.

Item 31. Management Services

Not applicable

Item 32. Undertakings

Registrant hereby undertakes:

(a)

to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted;

(b)

to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information; and

(c)

to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request.

(d)

during the Guarantee Period, to mail notices to current shareholders promptly after the happening of significant events related to the guarantee issued by ING Life Insurance and Annuity Company (the "Guarantee"). These significant events include (i) the termination of the Guarantee; (ii) a default under the Guarantee that has a material adverse effect on a shareholder's right to receive his or her guaranteed amount on the maturity date; (iii) the insolvency of ING Life Insurance and Annuity Company; or (iv) a reduction in the credit rating of ING Life Insurance and Annuity Company's long-term debt as issued by Standard & Poor's or Moody's Investors Service, Inc. to BBB+ or lower or Baa1 or lower, respectively.

During the Guarantee Period, the Registrant hereby undertakes to include in the prospectus which is a part of this registration statement on Form N-4, a space that an applicant can check to request the most recent annual and/or quarterly report of ING Life Insurance and Annuity Company.

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

ING Life Insurance and Annuity Company represents that the fees and charges deducted under the contracts covered by this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company.

SIGNATURES

As required by the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Variable Annuity Account B of ING Life Insurance and Annuity Company, certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 33-75998) and has caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on the 15th day of February, 2005.

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY

(Registrant)

By:

ING LIFE INSURANCE AND ANNUITY COMPANY

(Depositor)

By:

Brian Comer*

Brian Comer
President

As required by the Securities Act of 1933, this Post-Effective Amendment No. 20 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

Brian Comer*

Director and President

)

Brian Comer

(principal executive officer)

)

)

Thomas J. McInerney*

Director

)

February

Thomas J. McInerney

)

15, 2005

)

Kathleen A. Murphy*

Director

)

Kathleen A. Murphy

)

)

Catherine H. Smith*

Director

)

Catherine H. Smith

)

)

Jacques de Vaucleroy*

Director

)

Jacques de Vaucleroy

)

)

David A. Wheat*

Director and Chief Financial Officer

)

David A. Wheat

)

Roger Fisher*

Chief Accounting Officer

)

Roger Fisher

)

By:

/s/ Michael A. Pignatella

Michael A. Pignatella
*Attorney-in-Fact

VARIABLE ANNUITY ACCOUNT B
Exhibit Index

Exhibit No.

Exhibit

99-B.9

Opinion and Consent of Counsel

99-B.10

Consent of Independent Registered Public Accounting Firm

Current Name			Former Name
ING VP Balanced Portfolio, Inc. - Class I			ING VP Balanced Portfolio, Inc. - Class R
ING VP Intermediate Bond Portfolio - Class I			ING VP Bond Portfolio - Class R
ING VP Money Market Portfolio - Class I			ING VP Money Market Portfolio - Class R
ING Partners, Inc.:			ING Partners, Inc.:
	ING UBS U.S. Allocation Portfolio			ING UBS Tactical Allocation Portfolio - Service Class
	ING UBS U.S. Large Cap Equity Portfolio - Initial			ING MFS Research Equity Portfolio - Initial Class
		Class
ING Strategic Allocation Portfolios, Inc.:			ING Generations Portfolio, Inc.:
	ING VP Strategic Allocation Balanced Portfolio -			ING VP Strategic Allocation Balanced Portfolio -
		Class I			Class R
	ING VP Strategic Allocation Growth Portfolio -			ING VP Strategic Allocation Growth Portfolio -
		Class I			Class R
	ING VP Strategic Allocation Income Portfolio -			ING VP Strategic Allocation Income Portfolio -
		Class I			Class R
ING Variable Funds:			ING Variable Funds:
	ING VP Growth and Income Portfolio - Class I			ING VP Growth and Income Portfolio - Class R
ING Variable Portfolios, Inc.:			ING Variable Portfolios, Inc.:
	ING VP Growth Portfolio - Class I			ING VP Growth Portfolio - Class R
	ING VP Index Plus LargeCap Portfolio - Class I			ING VP Index Plus LargeCap Portfolio - Class R
	ING VP Index Plus MidCap Portfolio - Class I			ING VP Index Plus MidCap Portfolio - Class R
	ING VP Index Plus SmallCap Portfolio - Class I			ING VP Index Plus SmallCap Portfolio - Class R
	ING VP International Equity Portfolio - Class I			ING VP International Equity Portfolio - Class R
	ING VP Small Company Portfolio - Class I			ING VP Small Company Portfolio - Class R
	ING VP Global Science and Technology Portfolio -			ING VP Technology Portfolio - Class R
		Class I
	ING VP Value Opportunity Portfolio - Class I			ING VP Value Opportunity Portfolio - Class R
ING Variable Products Trust:			ING Variable Products Trust:
	ING VP International Value Portfolio - Class I			ING VP International Value Portfolio - Class R
	ING VP MagnaCap Portfolio - Class I			ING VP MagnaCap Portfolio - Class R
	ING VP MidCap Opportunities Portfolio - Class I			ING VP MidCap Opportunities Portfolio - Class R
	ING VP SmallCap Opportunities Portfolio - Class I			ING VP SmallCap Opportunities Portfolio - Class R
MFS® Funds:			MFS® Funds:
	MFS® Strategic Income Series			MFS® Global Governments Series

		Nine months ended September 30
		2004		2003
		Purchases	Sales	Purchases	Sales
		(Dollars in Thousands)
AIM Variable Insurance Funds:
	AIM V.I. Capital Appreciation	$ 591	$ 2,787	$ 1,482	$ 2,340
	AIM V.I. Core Equity	2,401	6,688	2,142	3,490
	AIM V.I. Government Securities	3,310	4,377	5,703	13,588
	AIM V.I. Growth	1,016	2,420	793	2,327
	AIM V.I. Premier Equity	245	6,461	916	6,485
Alger American Funds:
	Alger American Balanced	171	572	130	545
	Alger American Income & Growth	105	1,427	67	810
	Alger American Leveraged AllCap	22	1,363	2	843
AllianceBernstein Variable Products
	Series Fund, Inc.:
	AllianceBernstein VPSF Growth and Income	9,355	2,279	5,160	3,078
	AllianceBernstein VPSF Premier Growth	985	1,248	1,444	1,162
	AllianceBernstein VPSF Quasar	1,874	1,631	2,021	540
American Century® Investments:
	American Century® VP Balanced	64	274	40	171
	American Century® VP International	8	167	20	414
Calvert Social Balanced		239	401	365	355
Federated Insurance Series:
	Federated American Leaders	1,165	10,315	1,093	8,652
	Federated Capital Income	358	1,492	518	1,378
	Federated Equity Income	310	2,481	554	1,735
	Federated Fund for U.S. Government Securities	1,201	3,836	1,153	3,051
	Federated High Income Bond	2,446	5,813	1,542	3,370
	Federated International Equity	61	1,124	230	1,034
	Federated Mid Cap Growth Strategies	46	2,167	348	2,100
	Federated Prime Money	923	2,072	2,015	3,651
Fidelity® Variable Insurance Products Fund:
	Fidelity® VIP Asset Manager^SM	1,156	1,581	1,416	1,613
	Fidelity® VIP Contrafund®	23,688	10,050	18,890	20,367
	Fidelity® VIP Equity-Income	25,324	18,123	32,776	31,687
	Fidelity® VIP Growth	6,333	14,071	7,005	11,257
	Fidelity® VIP High Income	11,624	17,362	24,025	15,431
	Fidelity® VIP Index 500	2,780	9,981	6,273	10,859
	Fidelity® VIP Investment Grade Bond	211	279	221	638
	Fidelity® VIP Overseas	6,783	6,796	18,024	16,119

Division/Contract			Units	Unit Value	Extended Value
	AIM V.I. Capital Appreciation
	Currently payable annuity contracts:				$ 873,976
	Contracts in accumulation period:
		Non-Qualified V	4,717.298	$ 8.41	39,672
		Non-Qualified V (0.75)	44,403.829	8.64	383,649
		Non-Qualified XII	997.732	8.62	8,600
		Non-Qualified XIII	395,933.341	9.10	3,602,993
		Non-Qualified XIV	524,566.168	8.93	4,684,376
		Non-Qualified XV	267,130.010	8.85	2,364,101
		Non-Qualified XVI	186,435.212	5.29	986,242
		Non-Qualified XVIII	150,171.664	5.20	780,893
		Non-Qualified XIX	203,644.995	5.23	1,065,063
			1,778,000.249		$ 14,789,565
	AIM V.I. Core Equity
	Currently payable annuity contracts:				$ 4,521,426
	Contracts in accumulation period:
		Non-Qualified V	46,777.075	$ 7.75	362,522
		Non-Qualified V (0.75)	94,569.153	7.97	753,716
		Non-Qualified IX	854.196	7.65	6,535
		Non-Qualified XII	1,267.930	7.94	10,067
		Non-Qualified XIII	746,322.391	9.51	7,097,526
		Non-Qualified XIV	1,167,162.042	9.34	10,901,293
		Non-Qualified XV	420,725.751	9.25	3,891,713
		Non-Qualified XVI	177,295.506	6.39	1,132,918
		Non-Qualified XVIII	87,775.670	6.27	550,353
		Non-Qualified XIX	290,733.551	6.31	1,834,529
		Non-Qualified XX	720.630	11.94	8,604
			3,034,203.895		$ 31,071,202
	AIM V.I. Government Securities
	Contracts in accumulation period:
		Non-Qualified XIII	344,305.540	$ 12.52	$ 4,310,705
		Non-Qualified XIV	400,679.717	12.36	4,952,401
		Non-Qualified XV	167,197.694	12.27	2,051,516
		Non-Qualified XVI	96,912.499	11.82	1,145,506
		Non-Qualified XVIII	54,781.662	11.61	636,015
		Non-Qualified XIX	96,005.150	11.68	1,121,340
			1,159,882.262		$ 14,217,483

				September 30	December 31,
				2004	2003
				(Unaudited)
Assets
Investments:
	Fixed maturities, available for sale, at fair value (amortized cost of
		$15,886.4 at 2004 and $15,455.0 at 2003)		$ 16,412.2	$ 16,049.7
	Equity securities, available for sale, at fair value:
		Nonredeemable preferred stock (cost of $59.3 at 2004 and $34.1 at 2003)		59.7	34.4
		Investment in affiliated mutual funds (cost of $89.7 at 2004
			and $112.3 at 2003)	99.5	127.4
		Common stock (cost of $0.1 at 2004 and 2003)		0.1	0.1
	Mortgage loans on real estate			1,059.3	754.5
	Policy loans			264.4	270.3
	Short-term investments			268.1	1.0
	Other investments			58.4	52.6
	Securities pledged (amortized cost of $1,735.8 at 2004 and $1,624.4 at 2003)			1,753.8	1,644.8
Total investments				19,975.5	18,934.8

Cash and cash equivalents				169.3	57.8
Short-term investments under securities loan agreement				744.6	123.9
Accrued investment income				187.8	169.6
Reinsurance recoverable				3,009.8	2,953.2
Receivables for securities sold				144.8	-
Deferred policy acquisition costs				380.0	307.9
Sales inducements to contractholders				19.0	-
Value of business acquired				1,364.5	1,415.4
Property, plant and equipment (net of accumulated depreciation
	of $82.4 at 2004 and $79.8 at 2003)			27.4	31.7
Due from affiliates				9.9	41.5
Other assets				3.8	174.5
Assets held in separate accounts				30,739.4	33,014.7
Total assets				$ 56,775.8	$ 57,225.0

	September 30,	December 31,
	2004	2003
	(Unaudited)
Liabilities and Shareholder's Equity
Policy liabilities and accruals:
Future policy benefits and claims reserves	$ 3,229.1	$ 3,379.9
Unpaid claims and claim expenses	30.6	25.4
Other policyholders' funds	17,647.6	15,871.3
Total policy liabilities and accruals	20,907.3	19,276.6
Due to affiliates	42.1	92.4
Payables under securities loan agreement	744.6	123.9
Borrowed money	1,029.1	1,519.3
Current income taxes	39.8	85.6
Deferred income taxes	193.9	184.7
Payables for securities purchased	133.5	5.4
Other liabilities	184.6	276.5
Liabilities related to separate accounts	30,739.4	33,014.7
Total liabilities	54,014.3	54,579.1
Shareholder's equity
Common stock (100,000 shares authorized, 55,000 shares issued and
outstanding, $50.00 per share par value)	2.8	2.8
Additional paid-in capital	4,646.5	4,646.5
Accumulated other comprehensive income	67.2	106.8
Retained deficit	(1,955.0)	(2,110.2)
Total shareholder's equity	2,761.5	2,645.9
Total liabilities and shareholder's equity	$ 56,775.8	$ 57,225.0

(Millions)	2004	2003
Balance at December 31	$ 1,415.4	$ 1,438.4
Adjustment for FAS No. 115	5.3	2.8
Additions	37.4	42.7
Interest accrued at 5% to 7%	69.4	71.8
Amortization	(163.0)	(156.6)
Balance at September 30	$ 1,364.5	$ 1,399.1

Area		Assumptions/Basis for Assumptions
Data used		Based on 101 investment performance scenarios stratified based on
		10,000 random generated scenarios
Mean investment performance		8.5%
Volatility		18.0%
Mortality		60.0%, 60.0%, 75.0% of the 90-95 ultimate mortality table for standard,
		rachet, and rollup, respectively
Lapse rates		Vary by contract type and duration; range between 1.0% and 40.0%
Discount rates		6.5%, based on the portfolio earned rate of the general account

	2004		2003
Discount rate at beginning of period	6.25%		6.75%

Accumulated post retirement benefit obligation	$ 7.2
Unrecognized (gain) loss	(0.4)
Unrecognized past service cost	(6.9)
Net (liability) asset	$ (0.1)

Net periodic cost for the quarter	$ (0.3)
Net periodic cost year to date	$ (0.3)

VARIABLE ANNUITY ACCOUNT B PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a)	Financial Statements:
(1)		Incorporated by reference in Part A: Condensed Financial Information
(1)(a)		Condensed Financial Information for period ended September 30, 2004 included in Part A
(2)		Incorporated by reference in Part B: Financial Statements of Variable Annuity Account B:
-			Report of Independent Auditors
-			Statement of Assets and Liabilities as of December 31, 2003
-			Statement of Operations for the year ended December 31, 2003
-			Statements of Changes in Net Assets for the years ended December 31, 2003 and 2002
-			Notes to Financial Statements
		Financial Statements of ING Life Insurance and Annuity Company:
-			Report of Independent Auditors
-			Consolidated Income Statements for the years ended December 31, 2003, 2002 and 2001
-			Consolidated Balance Sheets as of December 31, 2003 and 2002
-			Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 2003, 2002 and 2001
-			Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001
-			Notes to Consolidated Financial Statements
(2)(a)		Unaudited Financial Statements of Variable Annuity Account B Included in Part B
-			Unaudited Statements of Assets and Liabilities as of September 30, 2004
-			Unaudited Statements of Operations for the nine months ended September 30, 2004
-			Unaudited Statements of Changes in Net Assets for the nine months ended September 30, 2004 and 2003
-			Notes to Unaudited Financial Statements
		Unaudited Financial Statements of ING Life Insurance and Annuity Company Included in Part B
-			Unaudited Condensed Consolidated Statements of Income for the three months ended September 30, 2004 and 2003, and for the nine months ended September 30, 2004 and 2003
-			Unaudited Condensed Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003
-			Unaudited Condensed Consolidated Statements of Changes in Shareholder's Equity for the nine months ended September 30, 2004 and 2003
-			Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003
-			Notes to Unaudited Condensed Consolidated Financial Statements

Item 25. Directors and Officers of the Depositor*
Name and Principal Business Address						Positions and Offices with Depositor
Keith Gubbay¹						Director
Thomas Joseph McInerney¹						Director and Chairman
Kathleen Ann Murphy¹						Director
Catherine H. Smith						Director
Jacques de Vaucleroy¹						Director and Senior Vice President
David A. Wheat¹						Director, Senior Vice President and Chief Financial Officer
Brian D. Comer²						President
Susan Collins²						Senior Vice President
Robert L. Francis 6140 Stonehedge Mall Rd., Ste. 375 Pleasanton, California 94588						Senior Vice President
Shaun Patrick Mathews²						Senior Vice President
Stephen Joseph Preston³						Senior Vice President
Boyd George Combs¹						Senior Vice President, Tax
James G. Auger²						Vice President
Marie M. Augsberger²						Vice President
Pamela M. Barcia²						Vice President
Ronald R. Barhorst 7676 Hazard Ctr. Dr. San Diego, California 92108						Vice President
Linda Beblo³						Vice President
Jeoffrey A. Block⁴						Vice President
Kevin P. Brown²						Vice President
Anthony V. Camp²						Vice President
Kevin L. Christensen⁴						Vice President
Andrew D. Chua⁵						Vice President
Elizabeth A. Clifford³						Vice President
Patricia Marie Corbett⁴						Vice President
Karen Czizik⁵						Vice President
Terrence O. Davis¹						Vice President
Robert B. DiMartino²						Vice President
Shari Ann Enger³						Vice President
Julie A. Foster⁴						Vice President
Brian K. Haendiges²						Vice President
Steven J. Haun⁴						Vice President
James Hennessy⁶						Vice President
Ronald Christian Hull²						Vice President
William S. Jasien 12701 Fair Lakes Circle, Suite 470 Fairfax, Virginia 22033						Vice President
David A. Kelsey²						Vice President
Mary Ann Langevin²						Vice President
Roger Ernest Lavallee²						Vice President
Frederick C. Litow¹						Vice President
Gregory J. Miller²						Vice President
Todd E. Nevenhoven⁴						Vice President
Peg O. Norris³						Vice President
Ethel Pippin²						Vice President
Mary Kathleen Reid²						Vice President
Robert A. Richard²						Vice President
Michael Roland⁶						Vice President
Eric J. Steelman³						Vice President
Carl P. Steinhilber²						Vice President
Laurie M. Tillinghast²						Vice President
Stanley Vyner⁷						Vice President
Barry G. Ward³						Vice President
Christopher Robert Welp⁴						Vice President
Mary Broesch³						Vice President and Actuary
Bruce T. Campbell²						Vice President and Actuary
Richard Lau³						Vice President and Actuary
Mark D. Sperry²						Vice President and Actuary
Alice Su³						Vice President and Actuary
Lawrence D. Taylor⁵						Vice President and Actuary
Terry J. Boucher²						Vice President and Appointed Actuary
Roger W. Fisher¹						Vice President and Chief Accounting Officer
John R. Dobo⁵						Vice President and Chief Actuary, ING Institutional Markets
Therese M. Squillacote²						Vice President and Compliance Officer
David Scott Pendergrass¹						Vice President and Treasurer
Dawn Peck¹						Vice President, Assistant Treasurer
Ira Braunstein¹						Vice President, Investments
Robert P. Browne¹						Vice President, Investments
Daniel J. Foley¹						Vice President, Investments
Christopher P. Lyons¹						Vice President, Investments
Gregory G. McGreevey¹						Vice President, Investments
Maurice Melvin Moore¹						Vice President, Investments
Joseph J. Elmy²						Vice President, Tax
Paula Cludray-Engelke⁸						Secretary
James M. Desrocher						Illustration Actuary
Jane A. Boyle²						Assistant Secretary
Diana R. Cavender⁸						Assistant Secretary
Linda H. Freitag¹						Assistant Secretary
Daniel F. Hinkel¹						Assistant Secretary
William Hope¹						Assistant Secretary
Joseph D. Horan¹						Assistant Secretary
David Lee Jacobson³						Assistant Secretary
Rita J. Kummer¹						Assistant Secretary
Donna M. O'Brien²						Assistant Secretary
Krystal L. Ols⁸						Assistant Secretary
Loralee Ann Renelt⁸						Assistant Secretary
Carol Semplice²						Assistant Secretary
Linda Ellen Senker³						Assistant Secretary
Patricia M. Smith²						Assistant Secretary
Edwina Steffer⁸						Assistant Secretary
John F. Todd²						Assistant Secretary
Diane Yell⁹						Assistant Secretary
Glenn Allan Black¹						Tax Officer
Terry L. Owens¹						Tax Officer
James Taylor¹						Tax Officer
*	These individuals may also be directors and/or officers of other affiliates of the Company.
1	The principal business address of these directors and these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.
2	The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.
3	The principal business address of these officers is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
4	The principal business address of these officers is 909 Locust Street, Des Moines, Iowa 50309.
5	The principal business address of these officers is 1290 Broadway, Denver, Colorado 80203
6	The principal business address of this officer is 7337 E Doubletree Ranch Road, Scottsdale, Arizona 85258.
7	The principal business address of this officer is 520 Madison Avenue, 10th Floor, New York, New York 10022.
8	The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.
9	The principal business address of this officer is 100 Washington Square, Minneapolis, Minnesota 55401.
Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 2 to Registration Statement on Form N-4 for Separate Account B of ING USA Annuity and Life Insurance Company (File No. 333-90516), as filed on April 9, 2004.
Item 27. Number of Contract Owners
As of December 31, 2004, there were 105.326 individuals holding interests in variable annuity contracts funded through Variable Annuity Account B.
Item 28. Indemnification
Section 33-779 of the Connecticut General Statutes ("CGS") provides that a corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the CGS regarding indemnification of directors and Section 33-776(d) of CGS regarding indemnification of officers, employees and agents of Connecticut corporations. These statutes provide in general that Connecticut corporations incorporated prior to January 1, 1997 shall, except to the extent that their certificate of incorporation expressly provides otherwise, indemnify their directors, officers, employees and agents against "liability" (defined as the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding) when (1) a determination is made pursuant to Section 33-775 that the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-775, the determination of and the authorization for indemnification are made (a) by the disinterested directors, as defined in Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in the case of indemnification of an officer, agent or employee of the corporation, by the general counsel of the corporation or such other officer(s) as the board of directors may specify. Also, Section 33-772 with Section 33-776 provide that a corporation shall indemnify an individual who was wholly successful on the merits or otherwise against reasonable expenses incurred by him in connection with a proceeding to which he was a party because he is or was a director, officer, employee, or agent of the corporation. Pursuant to Section 33-771(d), in the case of a proceeding by or in the right of the corporation or with respect to conduct for which the director, officer, agent or employee was adjudged liable on the basis that he received a financial benefit to which he was not entitled, indemnification is limited to reasonable expenses incurred in connection with the proceeding against the corporation to which the individual was named a party. The statute does specifically authorize a corporation to procure indemnification insurance on behalf of an individual who was a director, officer, employee or agent of the corporation. Consistent with the statute, ING Groep N.V. maintains an umbrella insurance policy with an international insurer to cover errors and omissions, directors and officers, employment practices, fiduciary and fidelity. The policy covers ING Groep N.V. and any company in which ING Groep N.V. has controlling interest of 50% or more. This would encompass the principal underwriter as well as the depositor. Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement provides that ING Financial Advisers, LLC will indemnify certain persons against any loss, damage, claim or expenses (including legal fees) incurred by such person if he is made a party or is threatened to be made a party to a suit or proceeding because he was a member, officer, director, employee or agent of ING Financial Advisers, LLC, as long as he acted in good faith on behalf of ING Financial Advisers, LLC and in a manner reasonably believed to be within the scope of his authority. An additional condition requires that no person shall be entitled to indemnity if his loss, damage, claim or expense was incurred by reason of his gross negligence or willful misconduct. This indemnity provision is authorized by and is consistent with Title 8, Section 145 of the General Corporation Law of the State of Delaware.
Item 29. Principal Underwriter
(a)		In addition to serving as the principal underwriter for the Registrant, ING Financial Advisers, LLC also acts as the principal underwriter for ING Partners, Inc. (a management investment company registered under the Investment Company Act of 1940 (1940 Act)). Additionally, ING Financial Advisers, LLC acts as the principal underwriter for Variable Life Account B of ING Life Insurance and Annuity Company (ILIAC), Variable Life Account C of ILIAC, Variable Annuity Account C of ILIAC and Variable Annuity Account G of ILIAC (separate accounts of ILIAC registered as unit investment trusts under the 1940 Act). ING Financial Advisers, LLC is also the principal underwriter for (i) Variable Annuity Account I of ING Insurance Company of America (IICA) (a separate account of IICA registered as a unit investment trust under the 1940 Act), (ii) Separate Account N of ReliaStar Life Insurance Company (RLIC) (a separate account of RLIC registered as a unit investment trust under the 1940 Act.), (iii) ReliaStar Select Variable Account of ReliaStar Life Insurance Company (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (iv) MFS ReliaStar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (v) Northstar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act) (vi) ReliaStar Life Insurance Company of New York Variable Annuity Funds A, B, C (a management investment company registered under the 1940 Act), (vii) ReliaStar Life Insurance Company of New York Variable Annuity Funds D, E, F, G, H, I (a management investment company registered under the 1940 Act), (viii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M, P, and Q (a management investment company registered under the1940 Act), and (ix) ReliaStar Life Insurance Company of New York Variable Annuity Funds M P (a management investment company registered under the1940 Act).
(b)		The following are the directors and officers of the Principal Underwriter:
Name and Principal Business Address						Positions and Offices with Principal Underwriter
Ronald R. Barhorst 7676 Hazard Ctr. Dr. San Diego, CA 92108						Director and President
Robert L. Francis¹						Director and Senior Vice President
Shaun Patrick Mathews²						Director and Senior Vice President
Boyd George Combs³						Senior Vice President, Tax
Susan J. Stamm²						Chief Financial Officer
Maryellen R. Allen²						Vice President
Douglas J. Ambrose¹						Vice President
Louis E. Bachetti 581 Main Street, 4th Fl. Woodbridge, NJ 07095						Vice President
Pamela Mulvey Barcia²						Vice President
Robert H. Barley²						Vice President
David A. Brounley²						Vice President
Brian D. Comer²						Vice President
Keith J. Green³						Vice President
Brian K. Haendiges²						Vice President
Bernard P. Heffernon 10740 Nall Ave., Ste. 120 Overland Park, KS 66211						Vice President
William S. Jasien⁴						Vice President
David Kelsey²						Vice President
Mary Ann Langevin²						Vice President
Christina Lareau²						Vice President
Katherine E. Lewis 2675 N Mayfair Road, Ste. 501 Milwaukee, WI 53226						Vice President
Susan J. K. Lewis 16530 Ventura Blvd., Ste. 600 Encino, CA 91436						Vice President
David J. Linney 2900 N. Loop W., Ste. 180 Houston, TX 77092						Vice President
Frederick C. Litow³						Vice President
Mark R. Luckinbill 2841 Plaza Place, Ste. 210 Raleigh, NC 27612						Vice President
Richard T. Mason 440 S. Warren St., Ste. 702 Syracuse, NY 13202						Vice President
Scott T. Neeb¹						Vice President
Ethel Pippin²						Vice President
Mary Kathleen Reid²						Vice President
Deborah Rubin⁴						Vice President
Frank W. Snodgrass 150 4th Ave., N., Ste. 410 Nashville, TN 37219						Vice President
Terran Titus²						Vice President
Bess B. Twyman²						Vice President
S. Bradford Vaughan, Jr. 601 Union St., Ste. 810 Seattle, WA 98101						Vice President
Judeen T. Wrinn²						Vice President
Therese M. Squillacote²						Vice President and Chief Compliance Officer
David Scott Pendergrass¹						Vice President and Treasurer
Joseph Elmy²						Vice President, Tax
Paula Cludray-Engelke⁵						Secretary
Loralee Ann Renelt⁵						Assistant Secretary
John F. Todd²						Assistant Secretary
Robert J. Scalise²						Assistant Treasurer
Glenn Allan Black³						Tax Officer
G. Michael Fell³						Tax Officer
Terry L. Owens³						Tax Officer
James Taylor³						Tax Officer
1	The principal business address of this director and these officers is 6140 Stonehedge Mall Rd., Ste. 375, Pleasanton, California 94588.
2	The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.
3	The principal business address of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.
4	The principal business address of these officers is 12701 Fair Lakes Circle, Suite 470, Fairfax, Virginia 22033.
5	The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.
(c)		Compensation to Principal Underwriter:
(1)				(2)	(3)		(4)	(5)

Name of Principal Underwriter				Net Underwriting Discounts and Commissions	Compensation on Redemption or Annuitization		Brokerage Commissions	Compensation*

ING Financial Advisers, LLC								$2,068,285.47
*	Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all products issued by Variable Annuity Account B of ING Life Insurance and Annuity Company during 2004.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are maintained by ING Life Insurance and Annuity Company at 151 Farmington Avenue, Hartford, Connecticut 06156 and at ING Americas at 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390.
Item 31. Management Services
Not applicable
Item 32. Undertakings
Registrant hereby undertakes:
(a)			to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted;
(b)			to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information; and
(c)			to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request.
(d)		during the Guarantee Period, to mail notices to current shareholders promptly after the happening of significant events related to the guarantee issued by ING Life Insurance and Annuity Company (the "Guarantee"). These significant events include (i) the termination of the Guarantee; (ii) a default under the Guarantee that has a material adverse effect on a shareholder's right to receive his or her guaranteed amount on the maturity date; (iii) the insolvency of ING Life Insurance and Annuity Company; or (iv) a reduction in the credit rating of ING Life Insurance and Annuity Company's long-term debt as issued by Standard & Poor's or Moody's Investors Service, Inc. to BBB+ or lower or Baa1 or lower, respectively. During the Guarantee Period, the Registrant hereby undertakes to include in the prospectus which is a part of this registration statement on Form N-4, a space that an applicant can check to request the most recent annual and/or quarterly report of ING Life Insurance and Annuity Company.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ING Life Insurance and Annuity Company represents that the fees and charges deducted under the contracts covered by this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company.

SIGNATURES
As required by the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Variable Annuity Account B of ING Life Insurance and Annuity Company, certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 33-75998) and has caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on the 15th day of February, 2005.
			VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY
			(Registrant)
			By:	ING LIFE INSURANCE AND ANNUITY COMPANY
				(Depositor)
			By:	Brian Comer*

				Brian Comer President
As required by the Securities Act of 1933, this Post-Effective Amendment No. 20 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature		Title				Date

Brian Comer*		Director and President			)

Brian Comer		(principal executive officer)			)
					)
Thomas J. McInerney*		Director			)	February

Thomas J. McInerney					)	15, 2005
					)
Kathleen A. Murphy*		Director			)

Kathleen A. Murphy					)
					)
Catherine H. Smith*		Director			)

Catherine H. Smith					)
					)
Jacques de Vaucleroy*		Director			)

Jacques de Vaucleroy					)
					)
David A. Wheat*		Director and Chief Financial Officer			)

David A. Wheat					)

Roger Fisher*		Chief Accounting Officer			)

Roger Fisher					)

By:	/s/ Michael A. Pignatella

Michael A. Pignatella *Attorney-in-Fact

VARIABLE ANNUITY ACCOUNT B Exhibit Index
Exhibit No.	Exhibit

99-B.9	Opinion and Consent of Counsel


99-B.10	Consent of Independent Registered Public Accounting Firm