ING INSURANCE COMPANY OF AMERICA AND ITS VARIABLE ANNUITY ACCOUNT I

                                       AND

    ING LIFE INSURANCE AND ANNUITY COMPANY AND ITS VARIABLE ANNUITY ACCOUNT B

  SUPPLEMENT DATED OCTOBER 20, 2005 TO YOUR CURRENT VARIABLE ANNUITY PROSPECTUS

This supplement updates certain information contained in your current variable
annuity prospectus. Please read it carefully and keep it with your variable
annuity prospectus for future reference.

                          NOTICE OF FUND SUBSTITUTIONS

ING Insurance Company of America and ING Life Insurance and Annuity Company (the
"Companies") and their Variable Annuity Account I and Variable Annuity Account
B, respectively (the "Variable Annuity Accounts"), have filed an application
with the Securities and Exchange Commission to permit certain funds in which the
sub-accounts of the Variable Annuity Accounts invests (the "Replaced Funds") to
be replaced with certain other funds (the "Substitute Funds").

REASONS FOR THE SUBSTITUTION. The principal purposes of the substitutions are as
follows:

o     IMPLEMENT BUSINESS PLAN. The substitutions are part of an overall business
      plan to provide a more streamlined, standardized, simplified and
      consolidated current array of funds available through the Companies'
      products.

o     REDUCED COSTS AND GREATER INFLUENCE. Including too many different funds
      with different investment advisers within the Companies' products makes
      those products more costly to administer. The Companies believe that
      making available affiliated funds, generally managed by third party asset
      managers, will lead to increased efficiencies, greater influence over the
      administrative aspects of the funds and reduced costs.

o     DUE DILIGENCE. The substitutions will allow the Companies to respond to
      concerns identified in their due diligence review of the funds available
      through the products, including concerns related to changes in fund
      managers, performance, customer service, operational support, regulatory
      investigations, legal proceedings and claims.

The following funds are involved in the substitutions:

- --------------------------------------------------------------------------------
     REPLACED FUNDS                          SUBSTITUTE FUNDS
- --------------------------------------------------------------------------------
AIM V.I. Government Securities           ING Lord Abbett U.S. Government
Fund - Series I                          Portfolio - Class I
- --------------------------------------------------------------------------------
American Century VP Balanced             ING MFS Total Return Portfolio -
Fund - Class I                           Class I
- --------------------------------------------------------------------------------
American Century VP International        ING Marsico International Opportunities
Fund - Class I                           Portfolio - Class S
- --------------------------------------------------------------------------------
Calvert VS Social Balanced Portfolio     ING VP Balanced Portfolio - Class I
- ------------------------------------
Fidelity VIP Asset Manager - Initial
Class
- --------------------------------------------------------------------------------
Federated Fund for U.S. Government       ING Lord Abbett U.S. Government
Securities                               Portfolio - Class I
- --------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio -          ING FMR Earnings Growth Portfolio -
Initial Class                            Class I
- --------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio       ING VP High Yield Bond Portfolio -
- - Initial Class                          Class I
- --------------------------------------------------------------------------------
Fidelity VIP Overseas - Initial Class    ING VP Index Plus International Equity
                                         Portfolio - Class S
- --------------------------------------------------------------------------------
MFS VIT Strategic Income - Initial       ING Oppenheimer Strategic Income
Class                                    Portfolio - Initial Class
- --------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund/VA    ING FMR Diversified Mid Cap
- - Non-Service Shares                     Portfolio - Class I
- --------------------------------------------------------------------------------
Oppenheimer Main Street Fund/VA -        ING Neuberger Berman Partners
Non-Service Shares                       Portfolio - Class I
- --------------------------------------------------------------------------------


ILIAC-IICA-137831            Page 1 of 2                            October 2005



Not all of the Replaced Funds may be available through your variable annuity
contract. Please refer to your Contract Prospectus for the list of Replaced
Funds available to you.

IMPORTANT INFORMATION ABOUT THE PROPOSED SUBSTITUTIONS.

o     Prior to the effective date of the substitutions you will receive another
      supplement which will indicate the effective date of the substitutions,
      provide you with further details about each Substitute Fund and reiterate
      your rights related to the substitutions. You will also receive a
      prospectus for each of the Substitute Funds.

o     Prior to the effective date of the substitutions and for thirty days
      thereafter you may transfer amounts allocated to a subaccount which
      invests in a Replaced Fund to any other subaccount or any available fixed
      account free of charge and any such transfer will not count as a transfer
      when imposing any applicable restriction or limit on transfers.

o     On the effective date of the substitutions all amounts you have allocated
      to a subaccount which invests in a Replaced Fund will automatically be
      reallocated to the corresponding Substitute Fund. Thereafter, all future
      allocations directed to a subaccount which invested in a Replaced Fund
      will be automatically allocated to the corresponding Substitute Fund.

o     You will not incur any fees or charges or any tax liability because of the
      substitutions, and your account value immediately before the substitutions
      will equal your account value immediately after the substitutions.

o     The total expenses of each Substitute Fund are less than or equal to the
      total expenses of the corresponding Replaced Fund. The fees and expenses
      of each Substitute Fund will be provided to you prior to the effective
      date of the substitutions.

o     The investment objective and policies of each Substitute Fund are
      substantially the same as, similar to or consistent with the investment
      objective and policies of the corresponding Replaced Fund. The investment
      objective of each Substitute Fund along with information about each
      Substitute's Fund's investment adviser/subadviser will be provided to you
      prior to the date of the substitutions.











ILIAC-IICA-137831                  Page 2 of 2                      October 2005